Boltz API Terms of Service

Last Updated: May 6, 2026

This Boltz API Terms of Service (this “Agreement”) is between you (“Customer”) and Boltz PBC (“Boltz”) and is effective upon the earlier of when Customer enters into an Order Form with Boltz or when Customer begins accessing or using the Services. Boltz and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

BY ACCESSING OR USING THE SERVICES, YOU ARE EXPRESSLY ACCEPTING AND AGREEING TO THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT USE THE SERVICES EITHER YOURSELF OR ON BEHALF OF THE ENTITY. BOLTZ MAY MODIFY THIS AGREEMENT FROM TIME TO TIME WITH NOTICE TO CUSTOMER. TOGETHER WITH SUCH MODIFIED TERMS, BOLTZ WILL IDENTIFY THE EFFECTIVE DATE OF THE MODIFICATIONS BY INDICATING WHEN THIS AGREEMENT WAS LAST UPDATED.

1. Definitions.

Capitalized terms shall have the meaning assigned to them in this Agreement.

“API” means the Boltz application programming interface and the related documentation, data, code, and other materials provided by Boltz with the API, as updated from time to time, which has and permits the functionality in the Documentation.

“API Key” means the security key Boltz provides to Customer for access to the API.

“Boltz Model(s)” means the artificial intelligence models controlled by Boltz and the underlying codes for training and inference of such models.

“Customer Materials” means any data, information or other material provided, uploaded, or submitted by Customer or its Users in the course of using the Services.

“Customer Offering” means any application, software, or other products or services of Customer that interacts with the API and Boltz Models.

“Documentation” means any accompanying documentation, manuals, and guides made available to Customer by Boltz, and updated from time to time.

“Order Form” means the digital or physical ordering document identifying the products and related Fees as applicable for Customer’s authorized purchases from Boltz. For clarify “Order Form” includes any Services and Fees descriptions selected by Customer for Services when creating a Customer Account or later selected by Customer through Customer’s Account. Order Forms shall be deemed incorporated herein by reference.

“Services” means Boltz’s products and services, including any updates thereto, including, without limitation, Boltz’s platform, Boltz Models, and the API.

“Usage Data” means data and information related to Customer’s or its Users’ use of the Services or Customer Materials which Boltz uses solely in a deidentified form to derive data or insights. For avoidance of doubt, Usage Data does not include Customer Materials that have not been anonymized and Boltz will not use any Customer Materials to train its models without Customer’s prior authorization.

“User(s)” means users of Customer Offerings who are bound to enforceable service terms with Customer.

2. Grant of Rights and Restrictions.

2.1. Right to Use.

Subject to Customer’s compliance with the terms and conditions of this Agreement and the applicable Order Form, and during the applicable Order Form term, Boltz hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use (a) the API and Documentation for Customer to develop, and implement within, Customer Offerings and (b) to access Boltz Models via the API to provide Customer Offerings to Users. Customer must obtain an API Key through the registration process to access and use the API. Customer may not share its API Key with any third party and must keep its API Key and all log-in information secure and must use the API Key as its sole means of accessing the API.

2.2. Use Restrictions.

Customer shall not use the API or Boltz Models for any purposes beyond the scope of the rights granted in this Agreement. Without limiting the foregoing and except as expressly set forth in this Agreement, Customer shall not and shall not permit any third party to: (a) modify, adapt, alter, translate, or create derivative works of the API or Boltz Models; (b) reverse-engineer, decompile, disassemble, or attempt to derive the source code for the API or Boltz Models, in whole or in part, except to the extent that such activities are permitted under applicable law; (c) rent, lease, sell, assign or otherwise transfer rights in or to the API, Boltz Models, the Documentation, or other Services; (d) remove any proprietary notices or labels from the API, Boltz Models, or Documentation; (e) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the API, Boltz Models; (f) attempt to conceal Customer’s identity or the identity of Customer Offerings when requesting authorization to use the API or Boltz Models; (g) buy, sell, or transfer API Keys from, to, or with a third party; (h) design or permit Customer Offerings to disable, override, or otherwise interfere with any Boltz-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; or (i) use the API or Boltz Models other than as described in this Agreement or the applicable Documentation, or in violation of applicable laws. Customer shall be responsible for any violation of these terms by its Users.

2.3. Rate Limits.

Any additional limitations on Customer’s access, calls, allocations, or limits, and use of the API shall be set forth in the applicable Order Form; provided however if Customer volume of use is unreasonably high so as to materially negatively impact the use by other end users then Boltz shall inform Customer of such event and the Parties will consult with each other in good faith to mitigate such consequence.

2.4. Account Management.

To use the Services, Customer will be required to create an account (“Account”). Customer agrees to provide Boltz with accurate, complete, and updated information for Customer’s Account. Customer is solely responsible for any activity on its Account and for maintaining the confidentiality and security of its password. Boltz is not liable for any acts or omissions by Customer or its Users in connection with Customer’s Account. Customer must promptly notify Boltz if it knows or has any reason to suspect that Customer’s Account or password has been stolen, misappropriated, or otherwise compromised, or in case of any actual or suspected unauthorized use of Customer’s Account. Customer agrees not to create any Account if Boltz has previously removed Customer’s Account, or Boltz previously banned Customer from any of the Services, unless Boltz provides written consent otherwise. Boltz may collect, process, and use the Account information you provide to Boltz in accordance with Boltz’s Privacy Notice, and by accessing and using the Services, Customer agrees to be bound by the terms of the Privacy Notice (as may be updated from time to time). Boltz’s Privacy Notice is available at: https://boltz.bio/privacy.

2.5. User Notice.

Customer shall include a notification to its Users within Customer Offerings that explicitly acknowledges that Boltz Models are utilized to provide Customer Offerings as set forth in the Documentation.

2.6. Suspension.

Boltz may suspend Customer’s or its Users’ access to or use of the Services if Boltz reasonably believes that the use of the Services by Customer or its Users poses a security risk to the Services or Boltz’s other clients or users, or Customer is otherwise is in violation of the terms of this Agreement. Boltz will give Customer notice before suspending Customer’s access to or use of the Services, unless a security risk is immediate or notice is prohibited by law, in which case Boltz will provide Customer with notice as soon permitted. Customer’s access to the Services will be reinstated promptly once the issue causing the suspension has been resolved.

3. Fees.

3.1. Fees.

Customer shall pay to Boltz the fees as set forth in each applicable Order Form (“Fees”) and will provide accurate and current billing contact information. Customer acknowledges and agrees that, except as otherwise expressly set forth in this Agreement, Fees are non-refundable. In the event Customer exceeds any usage amounts in the applicable Order Form, Customer shall be responsible for the Fees associated with such excess use.

3.2. Invoicing and Payment.

Boltz will invoice Customer as otherwise specified in the applicable Order Form. Unless otherwise set forth in an applicable Order Form, Customer shall pay all invoices within thirty (30) days of the invoice date. If Customer provides credit card or debit card information for payment purposes, Customer authorizes Boltz, and its third-party payment processor (Stripe), to charge Customer’s credit card, debit card, or other means of payment for all Fees, including Fees associated with excess use. Customer acknowledges and agrees that payment by credit card or debit card may be subject to separate terms between Customer and Stripe. Boltz will not be liable for the acts or omissions of Stripe. Customer shall make all payments hereunder in US dollars. If any invoiced amount is not received by Boltz by the due date, then without limiting Boltz's rights or remedies those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

3.3. Taxes.

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Boltz's income.

4. Intellectual Property Rights.

4.1. Ownership of the Services.

The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark, and other intellectual property laws. Customer agrees that Boltz and/or its licensors own all right, title, and interest in and to the Services (including any and all intellectual property rights therein) and Customer agrees not to take any actions inconsistent with such ownership interests. Boltz and its licensors reserve all rights in connection with the Services and its content (other than Customer Materials and Outputs), including, without limitation, the exclusive right to create derivative works.

4.2. Customer Materials.

Customer Materials will be deemed Confidential Information of Customer and as between Customer and Boltz, Customer owns and retains all right, title and interest in and to all Customer Materials, including all intellectual property rights therein. Customer represents and warrants that Boltz’s use of the Customer Materials in accordance with this Agreement and in the form provided to Boltz by Customer will not violate any applicable laws or regulations, infringe or violate any intellectual property or other rights of any third party, or cause a breach of any agreement or obligations between Customer and any third party. Customer further represents and warrants that it has all rights and permissions required to submit Input to the Services.

4.3. Additional Input and Output Specific Terms.

The Services will generate outputs (each, an “Output”) in response to Customer Materials uploaded to the Services (collectively, “Input”). The Input and Output will be deemed Confidential Information of Customer. As between the Parties, to the extent permitted by applicable law and subject to Section 4.1: (a) Customer owns all Input provided by Customer and its Users; and (b) subject to terms and conditions of this Agreement and Customer’s compliance therewith, Customer and its Users may use Outputs for its legally permitted business purposes. Customer may not use Output to develop artificial intelligence or machine learning models that compete with Boltz.

4.4. Usage Data.

Boltz owns all Usage Data. Boltz may freely use Usage Data in connection with improving, testing, and operating the Services, provided that Usage Data is in aggregate and/or deidentified form and cannot be linked specifically to Customer.

4.5. Feedback.

From time-to-time Customer or its Users may provide Boltz with suggestions, comments, feedback or the like regarding the Services (collectively, “Feedback”). Customer and its Users hereby grants Boltz a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Boltz’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.

4.6. Third-Party Materials.

Certain Services may display, include or make available content, data, information, applications, services, products, or materials from third parties (“Third-Party Materials”). By using the Services, you acknowledge and agree that Boltz is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials. Boltz does not warrant and does not assume and will not have any liability or responsibility to Customer or any other person for any Third-Party Materials. Any part of the Services that contains or utilizes open-source software is distributed and made available under the terms of the open-source license agreements referenced in the applicable distribution or the applicable help, notices, about or source files or Documentation. Copyrights and other proprietary rights to the open-source software are held by the copyright holders identified in the applicable distribution or the applicable help, notices, about, source files, or Documentation. The Services shall not include any code licensed under any “viral” or “copyleft” license.

5. Term and Termination.

5.1. Term.

This Agreement begins on Effective Date and will remain in effect until it is terminated in accordance with the terms herein (the “Term”).

5.2. Termination.

This Agreement and the Order Forms, may be terminated by either Party: (a) if there are no currently active or in effect Order Forms, upon thirty (30) days’ written notice to the other Party; (b) effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach (i) is incapable of cure, or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or (c) upon written notice to the other Party if the other Party (i) has made or attempted to make any assignment for the benefit of its creditors or any compositions with creditors, (ii) has any action or proceedings under any bankruptcy or insolvency laws taken by or against it which have not been dismissed within sixty (60) days, (iii) has effected a compulsory or voluntary liquidation or dissolution, or (iv) has undergone the occurrence of any event analogous to any of the foregoing under the law of any jurisdiction.

5.3. Effect of Termination.

Upon any expiration or termination of this Agreement, Customer and its Users shall (a) immediately cease use of the Services, and (b) return all Boltz Confidential Information and other materials and information provided by Boltz. Any termination or expiration shall not relieve Customer of its obligation to pay all Fees accrued prior to termination. This Section 5.3 and Sections 1, 4, 6, 8-12 will survive any termination or expiration of this Agreement.

6. Confidentiality.

6.1. Confidentiality.

As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services and Documentation will be deemed Confidential Information of Boltz and Customer Materials, including Inputs, and Outputs will be deemed Confidential Information of Customer. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as expressly permitted herein and as necessary to perform its obligations or exercise its rights under this Agreement. The Receiving Party shall exercise the same degree of care to prevent unauthorized use or disclosure of Discloser's Confidential Information to others as it takes to preserve and safeguard its own information of like importance, but in no event less than reasonable care. The Receiving Party may disclose Confidential Information of the Disclosing Party only to those of its employees, contractors, agents and advisors (collectively, “Representatives”) who have a bona fide need to know such Confidential Information to perform under this Agreement, who have been informed of its confidential nature, and who are bound by confidentiality obligations at least as protective as those set forth in this Agreement. The Receiving Party shall be responsible for any breach of this Section 6 caused by its Representatives.

6.2. Exclusions.

Confidential Information will not include any information that: (a) is or becomes generally known to the public through no fault or breach of this Agreement by the Receiving Party or its Representatives; (b) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party that can be evidenced in writing; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure.

6.3. Compelled Disclosures.

If the Receiving Party is compelled by a court or other competent authority or applicable law to disclose Confidential Information of the Disclosing Party, it shall, to the extent permitted by applicable law, give the Disclosing Party prompt written notice and shall provide the Disclosing Party with reasonable cooperation so that the Disclosing Party may take steps to oppose such disclosure or obtain a protective order. If after providing such notice and assistance the Receiving Party remains required to disclose the Disclosing Party’s Confidential Information, the Receiving Party shall use all reasonable efforts to limit the disclosure and maintain the confidentiality of such Confidential Information.

6.4. Equitable Relief.

Each Party acknowledges and agrees that a breach or threatened breach by such Party of its obligations in this Section 6 or, in the case of Customer, its breach of the restrictions in Section 2.2, may cause the other Party irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

7. Data Security.

Boltz will maintain reasonable administrative, physical, and technical security measures consistent with applicable law that are intended to protect against the loss, misuse, unauthorized access, alteration or disclosure of Customer Materials or the Services.

8. Disclaimers.

8.1. General.

THE SERVICES ARE PROVIDED "AS IS" AND BOLTZ HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BOLTZ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BOLTZ MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8.2. Similarity, Accuracy and Appropriateness of Output.

Customer acknowledges and understands that the Services utilizes artificial intelligence models. Due to their nature, Output may not be unique and the Services may generate the same or similar output for Boltz or a third party, including other Boltz clients or users. GIVEN THE PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY, AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND CUSTOMER’S COMPLIANCE WITH THIS AGREEMENT, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, BOLTZ WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM INPUT, THE OUTPUT, OR THEIR USE.

9. Indemnification.

9.1. Indemnification by Boltz.

Boltz will defend, indemnify and hold Customer harmless from and against any and all losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees (“Losses”) incurred by Customer resulting from a claim, suit or proceeding brought by a third-party (“Claims”) to the extent such Losses arise or result from allegations that the Services infringe or misappropriates such third party’s intellectual property rights. If Boltz reasonably believes the Services (or any component thereof) could infringe any third party’s intellectual property rights, Boltz may, at its sole option and expense use commercially reasonable efforts to: (a) modify or replace the Services, or any component or part thereof, to make it non-infringing; or (b) procure the right for Customer to continue using the Services. If Boltz determines that neither alternative is commercially practicable, Boltz may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. In the event of any such termination, Boltz will refund to Customer a pro-rata portion of the Fees that have been paid for the unexpired portion of the then current Term. THE RIGHTS AND REMEDIES SET FORTH IN THIS SECTION 9.1 WILL CONSTITUTE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE SERVICES.

9.2. Exclusions.

Boltz’s obligations under Section 9.1 will not apply if the underlying Claim arises from or as a result of: (a) Customer’s breach of this Agreement, negligence, willful misconduct or fraud or failure to use the Services in accordance with the Documentation; (b) any Customer Materials, Input, or Output; (c) Customer’s failure to use any enhancements, modifications, or updates to the Services that have been provided by Boltz; (d) modifications to or configuration of the Services by anyone other than Boltz or otherwise authorized by Boltz; or (e) combinations of the Services with software, data or materials not provided by Boltz or not in accordance with the Documentation.

9.3. Indemnification by Customer.

Customer will defend, indemnify and hold Boltz and its affiliates, officers, directors, agents, and employees (“Boltz Indemnitees”) harmless from and against any and all Losses incurred by Boltz Indemnitees arising or resulting from Claims arising or relating from: (a) allegations that the Customer Materials, Input, or their use by Boltz in accordance with this Agreement infringes, misappropriates or violates a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (b) Customer’s or a User’s use of the Services to the extent such use was not in accordance with this Agreement or Documentation; (c) Customer’s use of the Output, and (d) the manufacture, sale, distribution, or marketing of any Customer’s products or services.

9.4. Procedure.

The Party seeking defense and indemnity (the “Indemnified Party”) will provide the other Party (the “Indemnifying Party”) with prompt written notice of such Claim. The Indemnifying Party will have the right to defend or settle such Claim, provided it will not make any settlement of a Claim that results in any liability or imposes any obligation on the Indemnified Party without the prior written consent of such Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense and settlement of such Claim. The Indemnified Party may participate in the defense of any Claim at its own expense. An Indemnified Party’s failure to perform obligations under this Section 9.4 will not relieve the Indemnifying Party of its obligations under Section 9 except to the extent that Indemnifying Party is materially prejudiced as a result of such failure.

10. Limitation of Liability.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BOLTZ’S TOTAL CUMULATIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE CUMULATIVE FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO BOLTZ IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT BOLTZ WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

11. Export Restrictions.

Customer understands that the Services are subject to United States export controls administered by the United States Department of Commerce and the United States Department of Treasury Office of Foreign Assets Control. Customer acknowledges and agrees that the Services may not be used, transferred, or otherwise exported or re-exported to countries as to which the United States, maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Entity List, Denied Persons List, or Unverified List, or the U.S. Department of State’s Nonproliferation Sanctions list (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services, Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Customer agrees to comply with all United States export laws and assumes sole responsibility for obtaining United States government export licenses to export or re-export as may be required. Customer will defend, indemnify, and hold Boltz and its licensors harmless from and against any liabilities arising from Customer’s or any of its officers, directors, employees, agents, or representatives violation of such laws or regulations.

12. General.

12.1. Relationship.

The Parties are independent contractors. This Agreement shall not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties.

12.2. Third-Party Beneficiaries.

Nothing in this Agreement shall confer, or is intended to confer, on any third party any benefit or the right to enforce any term or condition contained herein.

12.3. Publicity.

Subject to Customer’s prior authorization, Customer hereby grants Boltz the right to identify Customer as a Boltz Customer, and use Customer's name, mark and logo on Boltz’s website and marketing materials.

12.4. Assignment.

Neither Party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld), provided that a Party may assign this Agreement, without the other Party’s consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

12.5. Force Majeure.

Except for the inability to meet financial obligations, neither Party shall be responsible for failure or delay in performance by events out of their reasonable control, including but not limited to, pandemics, Internet outage, terrorism, war, fires, earthquakes, and other disasters. The Parties agree to use their best efforts to minimize the effects of such failures or delays.

12.6. Notices.

All notices between the Parties shall be in writing and shall be deemed to have been given if personally delivered or sent by registered or certified mail (return receipt), or by recognized courier service. Customer agrees that all notices, disclosures, and other communications that are electronically provided satisfy any legal requirement that such communications be in writing. Notices from Boltz will be considered delivered to Customer and effective as of the time it is sent to the email address Customer uses to register its Account, or from which it otherwise emails Boltz. Customer shall send notices to Boltz at: 857 Beacon St, Apt. 63, Boston, Massachusetts, 02215.

12.7. Entire Agreement.

This Agreement, including all Order Forms, constitutes the sole and entire agreement of the Parties with respect to the subject matter of herein and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. The terms of an Order Form will prevail over the general terms herein only if such Order Form expressly references this Agreement, the intent to prevail over this Agreement, and is authorized by both Boltz and Customer. Section headings are for convenience only and shall not affect interpretation of the relevant section. No provision of any purchase order or other form employed or provided by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.

12.8. Amendments and Waiver.

Customer acknowledges and agrees that Boltz has the right, in its sole discretion, to modify this Agreement from time to time, and that such modified terms will become effective upon posting. Boltz will notify Customer of modifications through Customer’s Account in the Services or email address provided to Boltz by Customer. Customer’s continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the Party claimed to have waived.

12.9. Governing Law.

This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the State of Delaware, without regard to its conflict of laws provisions. Any legal suit, action, or proceeding arising out of this Agreement will be instituted exclusively in the state and federal courts of the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts.