URSA Secure
Back to Legal

Terms of Service

Last updated July 7, 2026

Effective Date: July 7, 2026

The FMToolkit platform and its associated services, features, software, and content (collectively, the "Services" or the "Platform") are owned and operated by URSA, Inc. ("URSA," "we," "us," or "our"), a New Hampshire corporation with its principal place of business in Exeter, New Hampshire. URSA has adopted this Terms of Service Agreement ("Agreement") to inform you ("User(s)") of your rights and obligations when accessing or using the Services. If you do not agree with any part of this Agreement, you are expressly prohibited from using the Services and must discontinue use immediately.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICES IN ANY WAY, INCLUDING CREATING AN ACCOUNT, UPLOADING CODE, OR OTHERWISE ACCESSING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. THIS AGREEMENT CONTAINS EXPORT-CONTROL OBLIGATIONS, A BINDING ARBITRATION CLAUSE, AND A CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.

If you access or use the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity to this Agreement, in which case "you" and "User" refer to that entity and its Authorized Users.

URSA may, from time to time and in its sole and absolute discretion, modify, update, or replace this Agreement. Subject to applicable law, in the event of any such modification, the Effective Date above will be updated. Your continued use of the Services after the Effective Date of any modification constitutes your acceptance of the revised Agreement. If you do not agree to the modified terms, you must discontinue use of the Services.

Definitions

As used in this Agreement:

  • "Account" means a Registered User's account with the Services.
  • "Authorized User" means an individual that a User permits to access or use the Services under the User's Account.
  • "Customer Code" means any source code, object code, scripts, configuration, technical data, documentation, or other materials that you or your Authorized Users upload, submit, or make available to the Services for analysis or processing.
  • "Output" means any report, analysis, finding, score, recommendation, or other result generated by the Services in connection with Customer Code.
  • "Registered User(s)" means Users who have created an Account.
  • "Services" means the FMToolkit platform and any associated services, software, features, or content made available by URSA.
  • "User(s)" means all individuals or entities that visit or access the Services, including Registered Users and Authorized Users.
  • "You / Your" refers to the individual User or entity accessing or using the Services.

About the Services

URSA provides a software platform, FMToolkit, that verifies whether source code produces functionally equivalent behavior before deployment, with a focus on code generated or modified using artificial intelligence tools, and returns Output to you. The Services are provided as a software-as-a-service offering and are accessed through API keys and API endpoints that URSA issues to you, which you call using your own tools and systems. The Services are designed to assist you in evaluating your own code; they are provided for informational and operational purposes only.

Any Output produced through the Services is provided solely for your convenience and internal use and does not constitute professional, legal, security, compliance, or other regulated advice. You are solely responsible for independently evaluating, verifying, and acting upon any Output.

No Assurance of Security, Compliance, or Correctness

THE SERVICES DO NOT GUARANTEE THAT CUSTOMER CODE IS SECURE, ERROR-FREE, FREE OF VULNERABILITIES OR MALICIOUS CODE, OR COMPLIANT WITH ANY LAW, STANDARD, OR CONTRACTUAL REQUIREMENT. OUTPUT MAY CONTAIN FALSE POSITIVES, FALSE NEGATIVES, ERRORS, OR OMISSIONS, AND MAY NOT IDENTIFY ALL DEFECTS, VULNERABILITIES, OR ISSUES IN CUSTOMER CODE. A RESULT, SCORE, OR "PASS" INDICATION DOES NOT CERTIFY OR WARRANT THAT CUSTOMER CODE IS SECURE OR COMPLIANT. YOU REMAIN SOLELY RESPONSIBLE FOR THE SECURITY, QUALITY, LEGALITY, AND COMPLIANCE OF YOUR CODE AND FOR ALL DECISIONS YOU MAKE BASED ON THE OUTPUT. YOUR USE OF THE SERVICES AND ANY RELIANCE ON OUTPUT IS AT YOUR SOLE RISK.

Automated Analysis

The Services analyze Customer Code through automated systems, including formal verification techniques, to assess whether code produces functionally equivalent behavior. Output is generated automatically and is subject to the limitations described in this Agreement, including the section titled No Assurance of Security, Compliance, or Correctness.

URSA does not use Customer Code to train any artificial intelligence or machine learning models. Customer Code is processed only as necessary to provide the Services to you and is handled as described in the section titled Customer Code; Ownership and Data Handling and in our Privacy Policy. URSA reserves the right to modify, suspend, discontinue, or replace any feature of the Services at any time and without notice.

Acceptable Use and Export Control

Compliance with export-control laws is a material condition of your use of the Services. You represent, warrant, and agree, with respect to all Customer Code and all use of the Services, as follows:

  • You will not upload, submit, transmit, or otherwise make available to the Services any technical data, software, or other materials that are controlled for export under the International Traffic in Arms Regulations (ITAR), 22 C.F.R. Parts 120 to 130, or that constitute a "defense article" or "technical data" within the meaning of the ITAR.
  • You will not upload, submit, transmit, or otherwise make available to the Services any software, source code, or technology that is classified above EAR99 or that otherwise requires a license for export under the Export Administration Regulations (EAR), 15 C.F.R. Parts 730 to 774, without first obtaining all licenses and authorizations required by applicable law and providing written notice to and obtaining the prior written consent of URSA.
  • You will not use the Services, and will not permit any Authorized User to use the Services, in violation of any applicable export-control, sanctions, anti-boycott, or import law, including those administered by the U.S. Department of State, the U.S. Department of Commerce, and the U.S. Department of the Treasury Office of Foreign Assets Control (OFAC).
  • You are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and you are not identified on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals and Blocked Persons List (SDN List), the Denied Persons List, or the Entity List.
  • You have all rights, licenses, consents, and authority necessary to upload the Customer Code to the Services and to permit URSA to process it as contemplated by this Agreement, and the Customer Code does not infringe, misappropriate, or violate the intellectual property, privacy, or other rights of any third party.

You acknowledge that URSA does not pre-screen Customer Code and has no obligation to determine whether Customer Code is export-controlled. You are solely responsible for determining the export-control classification of your Customer Code and for ensuring that your upload and use of the Services complies with all applicable laws. You bear the full risk of, and will indemnify URSA against, any upload or use that violates this section, as further set forth in the section titled Indemnification.

URSA reserves the right, but not the obligation, to monitor, suspend, restrict, remove, or refuse access to the Services or any Customer Code, and to report any suspected violation to the appropriate authorities, in order to protect URSA, the Services, and third parties and to comply with applicable law.

Warranties and Representations

By accessing or using the Services, you represent, warrant, and agree to the following:

You have the legal right, capacity, and authority to enter into this Agreement and to comply with its terms, and, if you are accepting on behalf of an entity, to bind that entity. You represent that you are at least eighteen (18) years of age.

All information you submit to the Services is, to the best of your knowledge, current, accurate, and complete, and you will promptly update it if it becomes outdated or incorrect. You acknowledge that the submission of false, misleading, or incomplete information may result in suspension or termination of your access to the Services.

You will use the Services only in accordance with all applicable local, state, national, and international laws, rules, and regulations, including those relating to intellectual property, privacy, data protection, anti-money laundering, sanctions, and export control. You will not use the Services in any manner that infringes, misappropriates, or otherwise violates the rights of any third party, and you will not access the Services through automated or non-human means except as expressly permitted.

You acknowledge that the Services are operated within the United States and are not intended for access or use from jurisdictions where such access or use is unlawful. You are solely responsible for determining whether your use of the Services is lawful in your jurisdiction, and if you access the Services from outside the United States, you consent to the transfer, storage, and processing of your data, including Customer Code, in the United States.

Accounts

Account Creation

To access certain features of the Services, you may be required to register an Account using a valid email address or other authentication method provided at registration. You represent that all information you provide during registration is accurate, current, and complete, and you agree to maintain and promptly update it. URSA reserves the right to suspend or terminate any Account containing false or misleading information.

Business and Enterprise Customers

Business and enterprise customers may be onboarded through a separate process and may be required to enter into a separate written agreement, such as an order form or master services agreement. Where you have entered into a separate written agreement with URSA, that agreement governs and controls over this Agreement to the extent of any conflict.

Account Security

You are solely responsible for maintaining the confidentiality and security of your Account credentials and for all activity that occurs under your Account, whether or not authorized by you. You agree not to share your credentials with any third party, and you must immediately notify URSA of any unauthorized access to or suspected compromise of your Account. URSA is not liable for any acts or omissions by you in connection with your Account or as a result of your Account being compromised. You are responsible for the acts and omissions of your Authorized Users.

API Access and Keys

URSA delivers the Services through one or more API keys and API endpoints. Your API keys are confidential credentials. You are solely responsible for safeguarding your API keys and for all activity that occurs through them, whether or not authorized by you. You agree not to share, publish, or expose your API keys, to use them only as permitted by this Agreement, and to notify URSA immediately of any suspected compromise. URSA may rotate, suspend, rate-limit, or revoke API keys at any time to protect the Services, enforce this Agreement, or comply with applicable law.

Account Suspension and Termination

URSA reserves the right, in its sole discretion and without prior notice or liability, to suspend, restrict, or permanently terminate your Account for any reason, including: (a) violation of any provision of this Agreement; (b) submission of false, misleading, or fraudulent information; (c) any suspected violation of the section titled Acceptable Use and Export Control; (d) age ineligibility; or (e) conduct that URSA determines, in its reasonable judgment, is harmful to the Services, other Users, or third parties. In addition to terminating or suspending your Account, URSA reserves the right to take appropriate legal action, including pursuing civil, criminal, and injunctive remedies. If URSA suspends or terminates your Account, you may not re-register for, create, or access another Account, whether directly or indirectly, without URSA's express prior written consent.

Account Cancellation

Registered Users may cancel their Account as provided within the Services or by contacting URSA. If a Registered User cancels their Account, URSA is under no obligation to preserve any data for any length of time and will not be responsible for any loss of data. URSA recommends that Registered Users maintain their own backup of any information they submit to the Services.

Minimum Age

The Services are intended for use by adults in connection with business or professional activity. You must be at least eighteen (18) years of age to create an Account or use the Services. URSA does not knowingly permit individuals under the age of eighteen (18) to use the Services or knowingly collect personal information from them. If URSA inadvertently collects such information, it will be deleted in accordance with applicable law and our Privacy Policy.

Beta Services; Maintenance

URSA may, from time to time, offer access to features or versions of the Services classified as beta ("Beta Services"). URSA makes no representation that any Beta Services will be made generally available and reserves the right to discontinue or modify any Beta Services at any time without notice. Beta Services are provided AS IS, may contain bugs, errors, or other defects, and your use of any Beta Services is at your sole risk.

URSA will make commercially reasonable efforts to maintain access to the Services. However, URSA may suspend, restrict, or disable access to the Services or any part thereof at any time and without notice, including for maintenance, updates, security patches, or events beyond its control. URSA makes no guarantee regarding the availability, uptime, or uninterrupted access to the Services and shall not be liable for any loss, damage, or inconvenience resulting from any downtime, delay, or unavailability. You acknowledge that URSA has no obligation to maintain or support the Services for any minimum period of time.

Ownership of Services and License

Proprietary Rights

You acknowledge and agree that URSA, Inc. is the sole and exclusive owner of, or otherwise possesses valid rights in and to, the Services and all elements thereof, including the codebase, software architecture, models, APIs, documentation, interfaces, text, design, graphics, look and feel, layout, content, trade dress, and branding. The Services are protected by U.S. and international laws, including those relating to copyright, trademark, trade secret, and other intellectual property rights. Except where otherwise allowed under this Agreement, you are prohibited from framing, scraping, aggregating, hacking, reverse engineering, crawling, reproducing, preparing derivative works of, distributing, performing publicly, or displaying publicly the Services, in whole or in part, without the prior written consent of URSA.

License to Users

URSA grants you a limited, non-exclusive, non-sublicensable, non-assignable, and revocable license to access and use the Services for their customary and intended purposes, in accordance with this Agreement. This license does not include the right to: (a) resell or commercially exploit the Services or any portion thereof; (b) create derivative works of the Services; (c) use data mining, robots, scrapers, or similar extraction tools; (d) reverse engineer, decompile, or disassemble any portion of the Services; (e) use the Services for benchmarking, competitive intelligence, or to develop any competing product or service; or (f) use the Services for any purpose not expressly authorized herein. This license is revocable at any time, and violation of this Agreement will result in its termination. All rights not expressly granted are reserved to URSA.

Intellectual Property

All trademarks, service marks, trade dress, and copyrights in and to the Services are the property of URSA, Inc., including FMToolkit and URSA. You are prohibited from using URSA's trademarks, service marks, or trade dress, or any colorable imitation thereof, without the prior written consent of URSA.

Customer Code; Ownership and Data Handling

As between you and URSA, you retain all right, title, and interest in and to your Customer Code, and you own the Output that the Services generate about your Customer Code. URSA claims no ownership of Customer Code or of such Output. URSA retains all right, title, and interest in and to the Services, including their software, models, methods, and formal-verification techniques, and all improvements to the foregoing.

You grant URSA a limited, non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Code solely as necessary to provide the Services to you, to generate Output, and to maintain and secure the Services. This license terminates when the Customer Code has been processed to provide the Services.

URSA processes Customer Code in memory only, within an ephemeral, containerized execution environment, for the duration of the applicable analysis, and does not retain, store, persist, archive, or back up the contents of Customer Code after the analysis completes. URSA does not use Customer Code to train, fine-tune, or improve any artificial intelligence or machine learning model. URSA maintains operational metadata, such as timestamps and account identifiers, that does not include the contents of Customer Code.

URSA will treat Customer Code as your confidential information and will not disclose it to third parties except to subprocessors that assist in providing the Services under obligations of confidentiality, or as required by law. You are responsible for ensuring that you have the right to upload the Customer Code and that doing so does not violate any third party's rights or any law, including as set forth in the section titled Acceptable Use and Export Control.

Feedback

Any feedback, suggestions, ideas, or other submissions you provide to URSA regarding the Services are non-confidential and become the exclusive property of URSA. You assign all rights in such submissions to URSA and waive any moral rights therein. URSA may use such feedback for any purpose without obligation or compensation to you.

Electronic Communications

Visiting the Services or contacting URSA through the Services constitutes electronic communications. You consent to receive electronic communications from URSA, including via email, in-app message, or other electronic means, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, AND RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS. YOUR CONSENT TO ELECTRONIC COMMUNICATIONS IS A CONDITION OF USING THE SERVICES.

URSA may maintain a record of your acceptance of this Agreement, including the identity associated with your Account, the version of the Agreement you accepted, and the date, time, and IP address of your acceptance. You agree that such records may be used to evidence your agreement to this Agreement and any modification you accept.

Payments and Billing

The Services may be offered under free and paid plans. The fees, features, and limits for each plan are as described at signup or checkout. As part of registration, you may be required to provide a valid payment method even if you select a free plan, and you authorize URSA and its payment processor to store that payment method and to charge it for any paid plan, usage, overage, or applicable taxes in accordance with the plan you select.

URSA uses a third-party payment processor, Stripe, to process payments. By providing a payment method, you agree to the payment processor's applicable terms and authorize URSA to share your payment information with the processor as necessary to complete and manage transactions. URSA does not store your full payment card number. URSA is not responsible for any error, delay, or failure caused by the payment processor.

If you purchase a recurring or subscription plan, you authorize URSA and its payment processor to charge the applicable fees on a recurring basis until you cancel. You may cancel as provided within the Services or by contacting URSA, and you remain responsible for all amounts incurred before cancellation.

You represent that any payment information you provide is current, accurate, and complete, that you are authorized to use the payment method, and that you will pay all charges incurred, including applicable taxes and fees. All fees are stated in U.S. Dollars.

URSA may change its prices and plans at any time. Price changes will not apply retroactively and will take effect for billing periods after notice to you. Except as required by applicable law or expressly stated at the time of purchase, all fees are non-refundable. In the event of a pricing or billing error, URSA may correct the error and charge or refund the correct amount.

Prohibited Uses

You expressly agree that you will not use the Services to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for any use outside the customary and intended purposes of the Services. Specifically, you are prohibited from:

  • Uploading, submitting, or transmitting any Customer Code or other materials in violation of the section titled Acceptable Use and Export Control, including any ITAR-controlled or EAR-controlled materials;
  • Uploading or transmitting any Customer Code that you do not have the right to upload or that infringes, misappropriates, or violates the intellectual property, privacy, or other rights of any third party;
  • Uploading or transmitting viruses, malware, worms, Trojan horses, or other harmful or disruptive code, except as expressly permitted for legitimate analysis within the intended purpose of the Services and in an isolated manner that does not threaten the Services or other Users;
  • Selling, transferring, or sublicensing your Account or any rights under this Agreement;
  • Using automated tools, bots, scripts, scrapers, spiders, or crawlers to access or interact with the Services, except as expressly authorized;
  • Attempting to circumvent, disable, or interfere with any security, access control, or authentication feature of the Services;
  • Imposing a disproportionate or unreasonable load on the Services' infrastructure;
  • Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code or underlying structure of any portion of the Services;
  • Framing, mirroring, or embedding the Services within any other website or application without prior written consent;
  • Using the Services for benchmarking, competitive intelligence, or to develop any product or service that competes with the Services;
  • Using the Output, or any portion of the Services, to train, fine-tune, or evaluate any artificial intelligence or machine learning model without prior written consent;
  • Attempting to access another User's Account, Customer Code, Output, or any non-public portion of the Services;
  • Impersonating another person or entity, or suggesting or implying an affiliation with or endorsement by URSA that does not exist; or
  • Violating any term or condition of this Agreement.

If you encounter conduct that you believe violates this Agreement, you may report it to URSA at [email protected].

Third-Party Services and Links

The Services may contain links to, or integrate with, third-party websites, applications, or services that URSA does not own or control. Your use of any third-party service remains subject to that third party's own terms and policies. URSA is not affiliated with, endorsed by, or responsible for any third-party service and makes no warranty regarding their availability or behavior. You are solely responsible for maintaining valid credentials and permissions for any third-party service you connect to the Services.

Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. URSA DOES NOT GUARANTEE THE ACCURACY, SAFETY, INTEGRITY, OR QUALITY OF THE SERVICES OR OUTPUT, AND YOU AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH USE OF THE SERVICES, INCLUDING ANY RELIANCE ON THE OUTPUT. URSA PROVIDES THE SERVICES ON AN AS-IS AND AS-AVAILABLE BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR QUALITY, AND ANY WARRANTY THAT THE SERVICES OR OUTPUT WILL IDENTIFY ALL VULNERABILITIES, DEFECTS, OR NON-COMPLIANCE.

URSA WILL NOT BE HELD LIABLE FOR: (A) ANY OUTPUT OR CONTENT MADE AVAILABLE THROUGH THE SERVICES; (B) ANY THIRD-PARTY LINKS OR SERVICES; (C) ANY CONTENT OR CUSTOMER CODE TRANSMITTED THROUGH THE SERVICES; (D) ANY ERROR, OMISSION, INTERRUPTION, DELETION, OR DEFECT; OR (E) ANY NETWORK, INTERNET, COMPUTER, HARDWARE, OR SOFTWARE MALFUNCTION, FAILURE, DELAY, OR DIFFICULTY WITH THE SERVICES AT ANY TIME. URSA RESERVES THE RIGHT TO DISCONTINUE THE SERVICES AT ANY TIME.

SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW.

Limitation of Liability

URSA WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE SERVICES OR OUTPUT, INCLUDING LOSS OF BUSINESS, LOSS OF INCOME, LOST DATA, LOST OR COMPROMISED CODE, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR EXEMPLARY DAMAGES.

YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AGGREGATE AMOUNT FOR WHICH URSA CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCE IS THE AMOUNT THAT YOU PAID, IF ANY, FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND IN NO CASE WILL THAT AMOUNT EXCEED ONE HUNDRED DOLLARS ($100.00 USD). IF NO AMOUNT IS PAID BY YOU TO URSA, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES. IF YOUR JURISDICTION DOES NOT ALLOW SUCH EXCLUSION OR LIMITATION, THE FOREGOING MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW.

Indemnification

You agree to hold harmless, indemnify, and defend URSA, Inc., its officers, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, damages, penalties, fines, rights, and actions of any kind, including reasonable attorneys' fees, that directly or indirectly arise out of or relate to: (a) your use of the Services; (b) your Customer Code, including any claim that the Customer Code infringes, misappropriates, or violates the rights of any third party; (c) your upload, submission, or transmission of any ITAR-controlled, EAR-controlled, or otherwise export-restricted materials, or any other violation of the section titled Acceptable Use and Export Control; (d) your reliance upon any Output; (e) your violation of any term or condition of this Agreement; (f) your violation of any applicable law, statute, ordinance, regulation, or treaty, including export-control and sanctions laws; or (g) your violation of the rights of a third party.

Your obligation to defend URSA will not provide you with the right to control URSA's defense, and URSA reserves the right to control its defense and choose its counsel. This indemnification obligation survives termination of this Agreement.

Term and Termination

This Agreement will remain in full force and effect so long as the Services are in operation. URSA may terminate this Agreement without liability at any time, without notice, and for any reason, including for your violation of any term or condition of this Agreement. Upon termination, your right to use the Services will immediately cease, and URSA will have no obligation to maintain or preserve any Account data, Customer Code, or Output, except as required by law or our Privacy Policy.

WITHOUT LIMITING ANY OTHER PROVISION, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND WITHOUT PRIOR NOTICE OR LIABILITY, TO DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT IN THIS AGREEMENT OR OF ANY APPLICABLE LAW OR REGULATION.

Termination does not relieve you of any obligations accrued prior to termination. The following provisions survive termination: No Assurance of Security, Compliance, or Correctness; Acceptable Use and Export Control; Ownership of Services and License; Customer Code; Ownership and Data Handling; Feedback; Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law; and the arbitration provisions.

No Assignment

You are prohibited from assigning your rights and obligations under this Agreement. URSA may assign its rights and obligations under this Agreement at any time, including in connection with a sale of the Services or a change of control transaction.

Governing Law

This Agreement will be interpreted, governed, construed, and enforced in accordance with the laws of the United States of America and the State of New Hampshire, without giving effect to any conflicts of laws principles. The parties submit to and agree to personal jurisdiction in the State of New Hampshire, with venue proper in the state and federal courts located in New Hampshire. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) is excluded from this Agreement.

Resolution of Disputes via Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND YOUR RIGHT TO A JURY TRIAL.

(a) Applicability of Arbitration Agreement

Except as otherwise specifically provided herein, any dispute, controversy, or claim, whether at law or equity, arising out of or relating in any way to this Agreement and use of the Services, including the breach, termination, enforcement, interpretation, or validity of this Agreement and the determination of the scope or applicability of this Arbitration Agreement, shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and URSA, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns of either party, as well as all authorized or unauthorized users or beneficiaries of the Services.

(b) Informal Dispute Resolution

Before any party may seek arbitration, the party must first send to the other party a written Notice of Dispute ("Notice") describing the nature and basis of the claim or dispute and the requested relief. Any Notice to URSA shall be sent to URSA, Inc., 38A Cross Road, Exeter, New Hampshire 03833, with a copy by email to [email protected]. After Notice is received, the parties shall attempt to resolve the claim or dispute informally for a period of thirty (30) calendar days. If the dispute is not resolved within that period, either party may begin an arbitration proceeding.

(c) Arbitration Rules; FAA Governance

This Arbitration Agreement is governed by the Federal Arbitration Act, 9 U.S.C. Sections 1 to 16 ("FAA"). Arbitration shall be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (for consumer disputes) or Commercial Arbitration Rules (for non-consumer disputes), as applicable and as amended from time to time (the "AAA Rules"). Because the Services are directed to business users, the parties anticipate that the AAA Commercial Arbitration Rules will generally apply; however, where the AAA determines that its Consumer Arbitration Rules must apply, those rules shall apply. The AAA Rules are available at www.adr.org. Where any provision of this Agreement conflicts with the AAA Rules, the AAA Rules shall govern only where they provide a non-waivable consumer protection, and only on that specific point.

(d) Delegation

The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration shall be binding with no right of appeal.

(e) Arbitrator; Location; Format

The arbitration shall be conducted before a single, neutral arbitrator selected in accordance with the AAA Rules. The arbitration shall be held in Exeter, New Hampshire, unless otherwise agreed by the parties in writing. For claims under $10,000, you may elect to conduct the arbitration by telephone, videoconference, or written submissions only, and URSA will not object to that election. The arbitrator shall apply the substantive law of the State of New Hampshire and applicable federal law, without regard to conflict of law principles, shall have authority to award any relief that a court could award on an individual basis, and shall issue a written award and statement of decision describing the essential findings and conclusions. The decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

(f) Fees

Filing and arbitrator fees shall be allocated in accordance with the AAA Rules. URSA will pay all AAA filing, administration, and arbitrator fees for any arbitration it initiates. For arbitrations you initiate, URSA will pay all fees that exceed what you would pay to file a comparable claim in a court of general jurisdiction in your state of residence, provided the claim is not frivolous as determined by the arbitrator. If the arbitrator determines that any claim you assert is frivolous or brought for an improper purpose under Federal Rule of Civil Procedure 11(b), the arbitrator may require you to reimburse URSA for fees incurred in connection with that claim, including reasonable attorneys' fees. Each party shall otherwise bear its own attorneys' fees and costs unless otherwise required by law or determined by the arbitrator.

(g) Waiver of Trial; Class Action Waiver

THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. ALL CLAIMS AND DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER INCLUDES CLAIMS INVOLVING CLASS ARBITRATION. UNLESS URSA AND YOU AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON THAT CLAIMANT'S INDIVIDUAL CLAIMS. URSA AND YOU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING.

(h) Mass Arbitration Batching

If twenty-five (25) or more similar demands for arbitration are filed against URSA by or with the assistance of the same law firm or organized group, and the demands raise substantially similar claims, the AAA shall administer the demands in accordance with its Mass Arbitration Supplementary Rules, or if no such rules apply, the parties agree to negotiate in good faith a batching protocol for sequential or grouped resolution. This provision is intended to prevent abuse of the arbitration process and shall be enforced to the fullest extent permitted by law.

(i) Confidentiality

All aspects of the arbitration proceeding, including the award and compliance therewith, shall be strictly confidential, unless otherwise required by applicable law. This paragraph shall not prevent a party from submitting to a court any information necessary to enforce this Arbitration Agreement, to enforce an award, or to seek injunctive or equitable relief, and shall not prevent disclosure of factual information regarding any alleged unlawful act where such disclosure is protected by applicable law.

(j) Injunctive and Equitable Relief; IP and Export Carve-Out

Notwithstanding the foregoing, either party may seek temporary restraining orders, preliminary injunctions, or other provisional equitable relief in a court of competent jurisdiction to prevent irreparable harm or to protect intellectual property rights pending resolution of the underlying dispute in arbitration. Nothing in this Agreement shall require arbitration of any claim seeking to enforce or protect URSA's intellectual property rights, any claim arising from your violation of the section titled Acceptable Use and Export Control, any claim related to theft, piracy, unauthorized access, or unauthorized use, or any claim for injunctive relief. URSA may bring such claims in any court of competent jurisdiction.

(k) Small Claims Court

Notwithstanding anything to the contrary, either party may bring an individual action in small claims court.

(l) Opt-Out Right

You may opt out of this Arbitration Agreement by sending written notice to [email protected] within thirty (30) days of the date you first agree to this Agreement. Your notice must include your name, the email address associated with your Account, and a clear statement that you are opting out of arbitration. If you opt out, neither you nor URSA will be bound by this Arbitration Agreement, but all other provisions of this Agreement will remain in full force and effect. Opting out will not affect your ability to use the Services.

(m) Limitation on Actions

URSA AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SUCH A CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.

(n) Survival; Severability

This Arbitration Agreement will survive the termination of your relationship with URSA. If any part of this Arbitration Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that part shall be severed and the remainder shall continue in full force and effect. If the class action waiver is found unenforceable in a particular proceeding, the entirety of the Arbitration Agreement shall be null and void with respect to that proceeding only, and that proceeding may proceed in a court of competent jurisdiction.

Miscellaneous

Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, deemed severed, and the remaining provisions shall remain in full force and effect.

No Waiver

No term or provision of this Agreement will be deemed waived, and no breach consented to, unless such waiver or consent is in writing and signed by the party to be charged.

Construction; Force Majeure

This Agreement shall not be construed against URSA as the drafter. URSA shall not be liable for any failure or delay in performance resulting from any cause beyond its reasonable control, including acts of God, natural disasters, governmental actions, strikes, labor disputes, internet or telecommunications failures, or other force majeure events. Nothing in this Agreement shall be construed to create a joint venture, partnership, employment, or agency relationship between you and URSA.

Integration

URSA incorporates its Privacy Policy and any other policies or operating rules posted on or in respect to the Services into this Agreement. This Agreement and its incorporated policies constitute the entire agreement between the parties with respect to the use of the Services, except that any separate order form, subscription agreement, or master services agreement between you and URSA will control over this Agreement to the extent of any conflict on commercial terms. You acknowledge that any additional provisions appearing in any communication from you will not bind URSA.

Reservation of Rights

URSA reserves all rights not expressly granted herein.

California Residents Notice

In accordance with California Civil Code Section 1789.3, California residents using the Services may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

Notice

Any notice required by this Agreement must be in writing and sent to:

URSA, Inc. 38A Cross Road, Exeter, New Hampshire 03833 [email protected]