SquidTrain LLC (“SquidTrain,” “we,” “us”) is a New York limited liability company located at 1940 Palmer Ave, Ste 1018 Larchmont, NY 10538. These Terms of Use govern your use of squidtrain.com and our other web pages that link to these terms (the “Site”). By using the Site, you agree to these terms and to our Privacy Policy. If you do not agree, please do not use the Site.
These terms have two parts. Part 1 applies to everyone who uses the Site. Part 2 sets out the standard terms that apply to our client engagements once a client signs a proposal.
Part 1: Website Terms
1. Who may use the Site
You must be at least 13 years old to use the Site. If you are under 18, you may use it only with the permission of a parent or guardian, who agrees to these terms on your behalf. Engagements and purchases are available only to adults and to organizations acting through authorized representatives.
2. How these terms fit with our other agreements
- Client engagements are governed by the proposal or statement of work the client signs and the standard terms attached to it, described in Part 2.
- Software tools, prompts, skills, agents and other licensed products are governed by the license terms presented when you buy or download them.
- Purchases processed by a third-party payment provider acting as merchant of record are also subject to that provider’s terms.
Where any of those agreements conflicts with Part 1, that agreement controls. Nothing in Part 1, including its disclaimers and limits on liability, changes a signed agreement.
3. Our content
The Site and its content, including text, blog posts, graphics, logos, videos and page design, belong to SquidTrain or its licensors and are protected by copyright and trademark law. You may view the Site, print or save pages for your own personal or internal business reference, share links to the Site, and quote brief excerpts with attribution to SquidTrain.
Without our written permission, you may not copy, republish, sell or adapt Site content, use it to deliver training or consulting to others, or use it to train, fine-tune or build datasets for any AI model.
4. Trademarks
SquidTrain™ and the SquidTrain logo are trademarks of SquidTrain LLC, which uses them in commerce for its training, consulting and related services. SquidTrain LLC has applied to register SQUIDTRAIN with the United States Patent and Trademark Office, and those applications are pending. You may not use our name, logo or any confusingly similar mark, domain name or social media handle without our written permission, or in any way that suggests a connection with or endorsement by SquidTrain. We monitor use of our marks and will act to protect them.
5. Acceptable use
You agree not to:
- use the Site for any unlawful purpose;
- access or attempt to access non-public areas, accounts or systems;
- interfere with the Site’s security or operation, or introduce malware;
- scrape, crawl or harvest content or contact information by automated means, other than search engines indexing public pages;
- submit false information, spam or another person’s information without permission; or
- impersonate any person or misrepresent an affiliation with SquidTrain.
6. What you send us
When you submit a form, book a call or email us, you agree to give accurate information. Our Privacy Policy explains how we handle personal information. Information you send through the Site is not treated as confidential under any agreement until we have signed an agreement with you that includes confidentiality terms, so please do not send confidential business information before then. If you send ideas or feedback about our services, we may use them without obligation to you.
7. Educational content, not professional advice
Site content, including blog posts, guides and examples, is general information about artificial intelligence provided for educational purposes. It is not legal, accounting, tax, regulatory, compliance, cybersecurity, investment or human-resources advice, and it is not tailored to your situation. AI tools change quickly, and information on the Site may be incomplete or out of date. AI systems can produce inaccurate or misleading output, so verify any AI output before you rely on it. Your use of any AI tool is governed by that tool’s own terms.
8. Third-party links and services
The Site links to and embeds third-party services, such as scheduling, payment and social media platforms. We do not control them and are not responsible for their content, availability or practices. Your use of them is governed by their terms.
9. Electronic communications
You agree that we may communicate with you electronically, and that notices and other communications we send electronically satisfy any requirement that they be in writing. You can unsubscribe from marketing email at any time using the link in each message.
10. Disclaimers
THE SITE AND ITS CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, SQUIDTRAIN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT ITS CONTENT IS ACCURATE, COMPLETE OR CURRENT.
11. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, SQUIDTRAIN AND ITS MEMBERS, EMPLOYEES AND AGENTS ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE OR ITS CONTENT, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN OF THESE LIMITATIONS, SO THEY MAY NOT APPLY TO YOU.
This section does not apply to claims under a signed agreement, which are governed by that agreement.
12. Indemnity
You will defend and indemnify SquidTrain and its members, employees and agents against third-party claims, and resulting losses and reasonable attorneys’ fees, arising from your misuse of the Site or your violation of these terms or of law.
13. Changes
We may change the Site or suspend access to it at any time. We may update these terms by posting a new version with a new effective date, and your continued use of the Site after that date means you accept the update. An update does not change any agreement you have already signed with us.
14. Governing law and disputes
These terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules. Any action relating to the Site or these terms will be brought exclusively in the state or federal courts located in Westchester County, New York, and you consent to their jurisdiction and venue. Any claim relating to the Site must be brought within one year after it arises. YOU AND SQUIDTRAIN EACH WAIVE TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.
15. General
If any provision of these terms is unenforceable, it will be enforced to the maximum extent permitted and the rest remain in effect. Our failure to enforce a provision is not a waiver of it. You may not assign your rights under these terms; we may assign ours. Part 1 and our Privacy Policy are the entire agreement between you and us about your use of the Site.
16. Contact us
SquidTrain LLC
1940 Palmer Ave, Ste 1018 Larchmont, NY 10538
hello@squidtrain.com
914-744-7617
Part 2: Standard Engagement Terms
Our client engagements, including training, consulting and related services, are performed under a proposal or statement of work signed by the client, with our Standard Terms and Conditions attached as Exhibit A. The current version is reproduced below for reference.
Posting these terms does not create an engagement or bind either party. An engagement begins only as Section A14 describes. If the version attached to your signed proposal differs from the version below, the version attached to your proposal governs your engagement. Capitalized terms such as “Proposal” and “Client” have the meanings given in the exhibit.
Exhibit A: Standard Terms and Conditions
These terms apply to the services described in the proposal or statement of work to which this exhibit is attached (the “Proposal”) and, together with the Proposal and any change orders, form the agreement (the “Agreement”) between SquidTrain LLC (“SquidTrain”) and the client identified in the Proposal (“Client”). This Proposal is authorized and issued by SquidTrain and becomes binding when accepted by an authorized representative of the Client.
A1. Structure and Definitions
If the Proposal and this exhibit conflict, the Proposal controls as to scope, deliverables, schedule, fees, and payment timing, and this exhibit controls as to everything else. Client purchase-order or portal terms do not apply, even if SquidTrain acknowledges or processes such a document, unless SquidTrain agrees to them in a signed writing referencing this Section A1.
“Services” means the training, advisory, implementation, and related work described in the Proposal. “Deliverables” means the work product identified as deliverables in the Proposal. “SquidTrain Materials” means SquidTrain’s pre-existing and independently developed frameworks, templates, methodologies, prompts, skills, agent designs, know-how, tools, and generally applicable training content, including slide decks and improvements to any of them, whether or not incorporated into a Deliverable. “Client Materials” means information, documents, data, access, and other materials Client provides. “AI Tool” means any third-party artificial intelligence model, assistant, agent platform, or related service, however accessed.
A2. Parties and Independent Contractor Status
SquidTrain LLC is the contracting party and is responsible for delivery of the Services, including the work of any personnel or subcontractors it involves. SquidTrain is an independent contractor and determines the means and methods of its work. Nothing in the Agreement creates an employment, agency, partnership, fiduciary, or joint-venture relationship, and neither party may bind the other. SquidTrain’s Services are non-exclusive; it may serve others, including businesses in Client’s industry, subject to Section A6.
A3. Fees, Invoicing, and Payment
The fees, payment schedule, and optional items stated in the Proposal apply. Fixed fees are fixed for the stated scope and do not change because of Client-caused delay, additional review cycles, or Client’s election not to use part of the Services. Invoices are payable in U.S. dollars within 15 days of the invoice date unless the Proposal states otherwise. Client will notify SquidTrain in writing of any good-faith invoice dispute within five business days of receipt and pay the undisputed portion when due; Client may not set off amounts owed under the Agreement against any other claim. Amounts unpaid more than 15 days past due accrue interest at 1% per month or the maximum rate permitted by law, whichever is lower, and Client will reimburse reasonable costs of collection, including attorneys’ fees. SquidTrain may suspend performance, including scheduled sessions and support, while any undisputed invoice is more than 15 days past due, after five business days’ written notice; the resulting delay is Client-caused under Section A4.
Fees exclude expenses unless the Proposal states otherwise. Pre-approved travel and third-party items purchased on Client’s behalf are billed at actual cost with no markup. Fees exclude sales, use, and similar taxes, which are Client’s responsibility, excluding taxes on SquidTrain’s income; an exempt Client will provide a valid exemption certificate before the first invoice.
A4. Scheduling, Delays, and Changes
Session and on-site dates are set by mutual agreement following acceptance. A session rescheduled with at least five business days’ written notice is moved at no charge. A session cancelled or rescheduled with less than 24 hours’ notice, or that cannot proceed because Client attendees or inputs are unavailable, may be treated as delivered for payment purposes, and non-refundable travel costs already incurred are reimbursable. Where Client does not provide inputs, approvals, attendance, or access when due, SquidTrain may extend the schedule by a corresponding period without changing the fee. If Client-caused delay prevents completion within three months after the delivery window stated in the Proposal, SquidTrain may invoice the remaining balance and treat the unperformed portion as complete, unless the parties agree otherwise in a change order.
Additions to scope, additional sessions or weeks, new deliverables, and changes to delivery format are documented in a written change order signed by both parties before the work begins, stating the added scope, the fee or rate, and any schedule effect. An email exchange that clearly states those items and both parties’ agreement is an acceptable change order. Work performed at Client’s written request outside the Proposal scope without a change order is billable at SquidTrain’s then-current rates.
A5. Client Responsibilities
Client will designate a single point of contact with authority to make decisions, approve content and Deliverables, and approve each data-handling decision in writing. Client will provide, on a timely basis, the inputs, sample materials, system access, and internal policies identified in the Proposal or reasonably requested; reasonable availability of the people whose work the Services address; attendance of its personnel at sessions; and, for on-site work, suitable facilities, network access, and a safe working environment. Sample material for training or demonstration will be redacted or synthetic unless Client has approved handling of that data class in writing. Client is responsible for obtaining and paying for AI Tool subscriptions and seats used by its personnel, for its own compliance with each AI Tool’s terms, and for its own decisions to adopt, deploy, or rely on anything developed during the Services. SquidTrain is not responsible for delay or shortfall to the extent caused by Client’s failure to meet these responsibilities.
A6. Confidentiality
“Confidential Information” means non-public information one party discloses to the other in connection with the Agreement that is identified as confidential or that a reasonable person would understand to be confidential, including business, financial, customer, personnel, and technical information, prompts, outputs, and the terms of the Proposal. SquidTrain Materials are SquidTrain’s Confidential Information; Client Materials are Client’s.
The receiving party will use the disclosing party’s Confidential Information only to perform or receive the Services, protect it with at least reasonable care, and limit disclosure to personnel, subcontractors, and professional advisers with a need to know who are bound by obligations at least as protective as this Section A6, and is responsible for any breach by them. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to it without restriction before disclosure, is independently developed without use of the disclosing party’s information, or is rightfully received from a third party without a duty of confidentiality. Disclosure compelled by law or court order is permitted with prompt notice where legally allowed, limited to what is required.
These obligations continue for three years after completion or termination, and indefinitely for trade secrets and personal information. On written request after completion, each party will return or destroy the other’s Confidential Information, except copies retained in routine backups or as required by law, which remain subject to this Section A6.
If the parties have signed a separate confidentiality agreement, it continues to govern information disclosed before the Effective Date, this Section A6 governs information disclosed in connection with the Services, and where both apply the provision more protective of the disclosing party controls. The Agreement is a definitive agreement containing provisions governing the treatment of confidential information for purposes of any such separate agreement.
A7. Information Handling and AI Tools
SquidTrain will follow Client’s written direction on approved and prohibited AI Tools and will comply with Client’s reasonable written security and information-handling policies made available in advance. SquidTrain will not enter into any AI Tool any category of information the Proposal identifies as restricted, or any personal information of Client’s customers or employees, payment card data, credentials, material non-public information, protected health information, controlled or export-controlled information, or privileged material, unless Client has approved that data class and the specific AI Tool and account in writing. Any Deliverable that sets rules for Client personnel will state the same restrictions.
SquidTrain will not use Client Materials or Client Confidential Information, including documents, prompts, and outputs generated during the Services, to train, fine-tune, or improve any AI model, or for any purpose other than performing the Services, without Client’s express written consent. Where SquidTrain uses its own AI Tool accounts, it will use business or enterprise offerings whose terms exclude training on customer content, or will use commercially reasonable efforts to disable training where the tool allows.
AI Tools are provided by third parties under their own terms, which govern Client’s use of them. SquidTrain does not control and makes no representation about any AI Tool’s accuracy, availability, pricing, performance, data practices, or continued existence, and a provider’s change is not a breach by SquidTrain; where a change materially affects the Services, the parties will agree in good faith on a reasonable adjustment. Each party will notify the other within 72 hours after confirming unauthorized access to or disclosure of the other’s Confidential Information in its possession and will cooperate in the response. Client remains responsible for ensuring that its own use of any AI Tool, and any information its personnel submit to one, complies with that tool’s terms and with the laws, regulations, and contractual obligations applicable to Client’s business.
A8. Recording
Where the Proposal includes a recording of any session for Client use, recording is subject to Client’s policies and to Client obtaining any consent it requires from attendees. If Client determines that recording is not permitted, that Deliverable is omitted with no change in fee and any corresponding presentation materials are provided as the Deliverable asset instead.
A9. Nature of the Services, Output Verification, and No Professional Advice
AI systems are probabilistic and can produce output that is inaccurate, incomplete, biased, outdated, or misleading. The Services and Deliverables address verification practice, but SquidTrain does not guarantee the accuracy, reliability, or fitness of output generated by any AI Tool, during or after the engagement, or any particular business result, productivity gain, cost saving, or level of adoption. Client retains sole responsibility for reviewing and approving any AI-assisted material before it is used in its business, provided to its customers, or submitted to any regulator, agency, or counterparty, and for all decisions made in reliance on it. Any workflow, automation, skill, or agent configured during the Services is delivered for Client’s evaluation, and Client is responsible for testing, supervising, and maintaining it in production.
The Services are educational and advisory. Nothing in the Services or Deliverables constitutes legal, accounting, tax, regulatory, compliance, cybersecurity, investment, or human-resources advice, and no Deliverable substitutes for review by Client’s own qualified advisers. Where a Deliverable takes the form of a policy, procedure, or guide, Client is responsible for confirming that it satisfies the laws, regulations, and contractual requirements applicable to Client’s business before adopting it.
A10. Intellectual Property
On full payment of the fees for the applicable phase, Client owns the Deliverables identified in the Proposal as Client-owned, excluding SquidTrain Materials and third-party materials embedded in them. Until full payment, SquidTrain retains ownership and Client’s use is under a revocable license for internal evaluation only.
SquidTrain retains all right, title, and interest in SquidTrain Materials, including general know-how, techniques, and improvements developed during the Services that do not incorporate Client’s Confidential Information. SquidTrain grants Client a perpetual, non-exclusive, non-transferable, royalty-free license to use SquidTrain Materials embedded in the Deliverables, and any slide deck or recording identified in the Proposal, for Client’s internal business purposes, including employee onboarding and training. Client may not sell, license, publish, or distribute SquidTrain Materials to third parties or use them to provide training or consulting services to others.
Client Materials remain Client’s property. Client grants SquidTrain a limited, non-exclusive license to use them solely to perform the Services and represents that it has the right to provide them for that purpose. Deliverables may include content generated with the assistance of AI Tools and may reference open-source or third-party components subject to their own licenses, which SquidTrain will identify on request. The copyright status of AI-generated content is unsettled, and SquidTrain makes no representation that any AI-generated portion of a Deliverable is protectable, though it will not knowingly incorporate infringing material. SquidTrain may use Client’s suggestions about its methods and materials without obligation, provided it does not disclose Client’s Confidential Information. Neither party acquires rights in the other’s names, logos, or trademarks, and neither will use the other’s name or logo publicly, including in client lists or case studies, without prior written consent, which may be given by email and withdrawn on notice.
A11. Warranties and Disclaimers
Each party warrants that it has authority to enter into the Agreement. SquidTrain warrants that the Services will be performed in a professional and workmanlike manner by qualified personnel. Client’s sole remedy for breach of this warranty is re-performance of the deficient Services at no charge, provided Client gives written notice within 30 days after they were performed, or, if re-performance is not commercially practicable, a refund of the fees attributable to them.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION A11, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS,” AND SQUIDTRAIN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SQUIDTRAIN MAKES NO WARRANTY REGARDING ANY AI TOOL, ANY OUTPUT GENERATED BY ONE, OR THAT THE SERVICES WILL ACHIEVE ANY PARTICULAR RESULT.
A12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR BUSINESS, LOSS OF DATA, COST OF SUBSTITUTE SERVICES, OR REGULATORY FINES OR PENALTIES, ARISING OUT OF OR RELATING TO THE AGREEMENT, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE TO SQUIDTRAIN UNDER THE PROPOSAL FOR THE PHASE OR STATEMENT OF WORK GIVING RISE TO THE CLAIM.
These exclusions and this cap do not apply to a party’s breach of Section A6 or of the no-training obligation in Section A7, to a party’s indemnification obligations under Section A13, to Client’s obligation to pay fees, to a party’s gross negligence, fraud, or willful misconduct, or to liability that cannot be limited by law. These limitations are an essential basis of the bargain and the fees reflect them. Any claim arising out of the Agreement must be brought within one year after the claiming party knew or reasonably should have known of the facts giving rise to it, except claims for unpaid fees or breach of Section A6.
A13. Indemnification
Each party will defend the other and its officers, members, employees, and agents against any third-party claim, and pay resulting damages, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement, to the extent the claim arises from the indemnifying party’s gross negligence, willful misconduct, or breach of Section A6.
Client will additionally defend and indemnify SquidTrain against third-party claims to the extent arising from Client Materials; from Client’s use of any AI Tool or of any output, Deliverable, workflow, or configuration after delivery, including any submission to a customer, regulator, or agency; or from Client’s violation of any AI Tool’s terms or of law applicable to its business, except to the extent caused by SquidTrain’s breach of the Agreement. SquidTrain will additionally defend and indemnify Client against third-party claims that SquidTrain Materials, as delivered and used in accordance with the Agreement, infringe a United States copyright or trademark or misappropriate a trade secret, excluding claims arising from Client Materials, AI-generated content, Client’s modification or combination of the Deliverables, or use after notice of a claim; SquidTrain may modify or replace the affected material or, if that is not commercially practicable, refund the fees attributable to it.
The indemnified party will give prompt written notice of the claim (delay relieves the indemnifying party only to the extent it is prejudiced), allow the indemnifying party sole control of the defense and settlement, and cooperate reasonably at the indemnifying party’s expense. No settlement may impose obligations on or admit fault by the indemnified party without its consent, not to be unreasonably withheld.
A14. Effectiveness, Term, and Termination
The Proposal is an offer that remains open through the validity date stated in it, after which SquidTrain may revise or withdraw it. The Agreement takes effect on the date the Client signs it (the “Effective Date”); Client’s written instruction to begin work, or payment of the first invoice, before signature is acceptance of the Proposal and this exhibit as of that date. SquidTrain has no obligation to reserve dates or begin work before the Effective Date. The Agreement continues until the Services, including any support period stated in the Proposal, are complete, unless terminated earlier under this Section A14.
Either party may terminate the Agreement on written notice if the other materially breaches it and does not cure within 10 business days after written notice describing the breach, or if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within 60 days.
On termination for any reason, Client pays for Services performed, sessions delivered or treated as delivered under Section A4, Deliverables completed or in progress on a pro rata basis, and approved reimbursable expenses through the termination date, and SquidTrain delivers work in progress in its then-current form on receipt of that payment. If the value of work performed is less than the amount already paid, SquidTrain refunds the difference within 30 days. Support upgrades already paid are non-refundable once the support period has begun. Each party will return or destroy the other’s Confidential Information under Section A6. Sections A1, A3 (as to accrued amounts), A6, A7, and A9 through A20, and any other provision that by its nature should survive, survive completion, expiration, or termination.
A15. Non-Solicitation
During the engagement and for 12 months afterward, neither party will directly or indirectly solicit for employment or engagement, or hire, any of the other party’s personnel who were materially involved in the Services, without the other’s written consent. General public job postings, and responses to them not targeted at the other party’s personnel, are not a breach.
A16. Force Majeure
Neither party is liable for delay or failure to perform, other than payment obligations, to the extent caused by events beyond its reasonable control, including natural disaster, epidemic, severe weather, war, terrorism, civil unrest, labor dispute not involving its own personnel, governmental action, utility or telecommunications failure, or the unavailability or material change of a third-party AI Tool or platform not caused by the affected party. The affected party will notify the other promptly and use reasonable efforts to resume, and the time for performance is extended accordingly. If such an event prevents a material part of the Services for more than 60 days, either party may terminate the affected portion on written notice, and the payment and refund terms of Section A14 apply.
A17. Notices
Notices are in writing and delivered by hand, nationally recognized overnight courier, certified mail with return receipt, or email to the addresses stated in the Proposal or later designated by notice. Email notice is effective on confirmation of receipt or, absent confirmation within one business day, on delivery by another permitted method; notices of breach or termination sent by email must also be sent by one other method. Routine operational communications, including scheduling, approvals, and change orders, may be given by email.
A18. Assignment and Subcontracting
Neither party may assign the Agreement without the other’s prior written consent, except to a successor in a merger, reorganization, or sale of all or substantially all of its assets or of the business to which the Agreement relates, on written notice; any other purported assignment is void. SquidTrain may use subcontractors and affiliated personnel, remains responsible for their performance, and will bind them to confidentiality and information-handling obligations at least as protective as Sections A6 and A7. The Agreement binds and benefits the parties and their permitted successors and assigns.
A19. Governing Law and Dispute Resolution
The Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules. Before filing any action, other than for injunctive relief or collection of undisputed fees, the party raising a dispute will give written notice describing it, and senior representatives of each party with authority to resolve it will confer in good faith within 15 days and attempt to resolve the dispute for 30 days from the notice. Any action arising out of or relating to the Agreement will be brought exclusively in the state or federal courts located in Westchester County, New York, and each party consents to their jurisdiction and venue and waives any objection based on inconvenient forum. EACH PARTY WAIVES TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW. The prevailing party in any action to enforce the Agreement may recover its reasonable attorneys’ fees and costs. A breach of Section A6, A7, A10, or A15 may cause harm for which money damages would be inadequate, and the non-breaching party may seek injunctive or other equitable relief without posting a bond and without limiting any other remedy.
A20. General Provisions
Entire agreement; amendments. The Agreement is the entire agreement between the parties as to the Services and supersedes all prior and contemporaneous proposals, discussions, and agreements relating to its subject matter, except that any separate confidentiality agreement referenced in Section A6 remains in effect as provided there. The Agreement may be amended only by a writing signed by authorized representatives of both parties; a change order meeting the requirements of Section A4 is such a writing for the matters it addresses.
Waiver; severability. No failure or delay in exercising a right is a waiver of it, a waiver on one occasion is not a waiver on another, and a waiver is effective only in a signed writing; acceptance of a late or partial payment does not waive the right to full and timely payment. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and reformed to the minimum extent necessary, and the remaining provisions remain in full force.
Counterparts; electronic signatures. The Agreement and any change order may be signed in counterparts, and signatures delivered by email in PDF or image form or through a recognized electronic signature service are binding as originals. The parties agree to conduct this transaction electronically under the Electronic Signatures in Global and National Commerce Act and the New York Electronic Signatures and Records Act.
Interpretation; other. No person other than the parties and their permitted successors and assigns may enforce the Agreement. Headings are for convenience; “including” means “including without limitation”; “written” and “in writing” include email except where a signature is expressly required; “business day” means a day other than a Saturday, Sunday, or United States federal holiday; and no rule of construction against the drafter applies. Each party will comply with the laws applicable to it in performing and receiving the Services, and Client is responsible for identifying, and informing SquidTrain in writing of, any law, regulation, or contractual obligation applicable to its business that restricts the use of AI Tools or the handling of particular information.
End of Exhibit A