Definitions

“Account” means Customer’s user account created via online registration with or onboarding process of Perxona Service which enables Customer to access Perxona Service and use the Perxona Software.

“Confidential Information” means any non-public information provided by either Party to the other that is identified as confidential at the time of exchange or should be reasonably considered confidential given the nature of the information and the circumstances of disclosure, including, without limitation, technical data, product plans, the Customer Data, and financial information. As between the Parties, Confidential Information of XRSPACE includes the application programming interfaces (“APIs”) and API keys, software libraries, software development kits (“SDKs”), the technology used for providing Perxona Service, and Documentation; and Confidential Information of Customer includes Customer Data.

“Customer Application” means any website, mobile application or service developed by Customer, which may be integrated with the AI avatar of Perxona Service by use of Perxona Software.

“Customer Data” means any content or information provided, transmitted, or displayed through Perxona Service by Customer or its End Users, but excluding any data provided as part of Account and any aggregate and/or anonymized data derived by XRSPACE as Operational Metrics.

“Documentation” means all of the instructions, code samples and technical documents made available by XRSPACE for Perxona Service, Perxona Software or SDK.

“End User” means any person that interacts with the AI avatar of Perxona Service deployed by Customer.

“IP Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar proprietary rights in any jurisdiction.

“Operational Metrics” means anonymized information, metrics, analytics, and data that XRSPACE collects in connection with Customer’s use of Perxona Software or its End Users’ interaction with Perxona Service, including, without limitation, how many times the API has been called, error reporting information, conversation history, and other operational metrics required to manage and perform Perxona Service.

“Permitted User” means a person authorized by Customer (or a person acting on its behalf) to access and use Perxona Service.

“Perxona Service” means the service: (a) that provides an administrator console for managing Customer’s Permitted Users, editing and uploading information to generate an AI avatar, (b) that enables Customer to deploy the generated AI avatar independently or integrate it with Customer’s Application, and (c) that provides the AI avatar deployed by Customer which is accessible to its End Users and is capable of processing and responding to textual and audio information provided by such End Users.

“Perxona Software” means any downloadable tools, software libraries, SDKs, APIs, API keys that uniquely identify a particular Customer Application and other proprietary software provided by XRSPACE in connection with Perxona Service, which may be downloaded by Customer, and any updates XRSPACE may make to such Perxona Software from time to time.

Account

2.1 Registration. To subscribe to and access Perxona Service, Customer is required to register an Account. Customer can register an Account by providing XRSPACE with an email address and setting up a password, or with a third-party account (such as a Google account). Customer must also provide credit card information and choose a subscription plan to complete the registration. By registering an Account, Customer represents and warrants that the information Customer provides is true and correct. If Customer chooses to register Account with a third-party account, XRSPACE may obtain Customer’s information from the third-party account. Depending on the information Customer provided to the third party and the agreement between Customer and the third party, the information may include Customer’s email address, name, and the country/region to which Customer’s third-party account belongs, etc. Such information is helpful to XRSPACE in determining what service Customer may or is allowed to access. Once Customer agrees to provide the information, XRSPACE may also be authorized to take some actions on behalf of Customer, and such authorization will be clearly notified to Customer before Customer provides it.

2.2 Responsibility. Customer is solely responsible for maintaining the confidentiality and security of Customer’s Account. XRSPACE is not responsible for any loss caused by unauthorized use of Customer’s Account. If Customer suspects that Customer’s Account is misappropriated, Customer shall immediately notify XRSPACE via email. Without XRSPACE’s prior written consent, Customer may not sell, assign or transfer Customer’s Account (including any related benefits) or any related contractual rights, authorizations, or obligations to any third party.

2.3 Permitted Users. Customer may provide authorization to Permitted Users to access Perxona Service. Customer will ensure that all Permitted Users keep the credentials strictly confidential. Customer is responsible for (a) providing authorized access to Perxona Service by Permitted Users, (b) managing Account information and Permitted Users, and (c) all activities under Account and its Permitted Users' user IDs as a result of Customer's or Permitted Users' access to Perxona Service. XRSPACE is not responsible for any harm caused by Permitted Users. Customer is solely responsible for ensuring compliance with this Agreement by its Permitted Users and any breach of this Agreement by Permitted User will be deemed a breach by Customer.

Licenses

3.1 Perxona Service License. XRSPACE shall provide Customer with Perxona Service for free trial or subscribed by Customer. Subject to Customer’s compliance with the terms and conditions of this Agreement, including the payment of the applicable subscription fees, XRSPACE grants Customer a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to access and use Perxona Service on a free trial basis which does not exceed fourteen (14) days or as set forth in the order confirmation email.

3.2 Perxona Software License. To assist in the integration of Perxona Service with Customer Application, Customer may download Perxona Software. Subject to the terms and conditions of this Agreement, XRSPACE further grants Customer a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use Perxona Software to integrate Perxona Service with Customer Application.

3.3   Customer Data. With respect to any and all Customer Data which Customer or its End Users provided through Perxona Service, Customer hereby grants XRSPACE an irrevocable, non-exclusive, royalty-free, non-transferable, and worldwide license during the term of this Agreement to use, copy, reproduce, distribute and process Customer Data in conjunction with Perxona Service. Customer additionally agrees to provide all necessary disclosures and obtain all necessary consents from each of its End Users to grant XRSPACE the foregoing rights.

3.4 Open Source and Third-Party Components. Perxona Service and Perxona Software may include certain third-party software components and open source software components that are subject to respective license agreements which third-party license or open source license, as applicable, will govern Customer’s use with respect to such third-party or open source components.

3.5 Restrictions. Except as otherwise expressly permitted under this Agreement, Customer shall not directly or indirectl

1. copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble or otherwise attempt to extract the source code of Perxona Service or Perxona Software or access or attempt to gain unauthorized access, modify, delete, damage, disrupt or disable Perxona Service or any data of other XRSPACE customers;

2. sublicense, resell, or distribute Perxona Service, Perxona Software or any component thereof separating from the integrated Customer Application or access, use, or copy any portion of Perxona Service, Perxona Software, Documentation or SDK to directly or indirectly develop, promote or support any product or service that is competitive with XRSPACE’s products or services;

3. delete any trademark, copyright, proprietary or other notices of XRSPACE or its licensors in Perxona Service, Perxona Software or Documentation;

4. use Perxona Service or Perxona Software, or transmit Customer Data, in any manner that violates any law, rule, regulation or any other legal or regulatory requirement imposed by any regulatory agency or government authority;

5. assert (or authorize, assist, or encourage any third party to assert) any intellectual property infringement claims against XRSPACE regarding any portion of Perxona Service, Perxona Software or Documentation;

6. use Perxona Service, Perxona Software, or Documentation for benchmarking or comparative purposes where the results are published or disclosed to a third party;

7. use or encourage End User to use Perxona Service or Perxona Software in offensive, illegal, dangerous, gratuitously violent, harassing, defamatory, or threatening activity which XRSPACE, at its reasonable discretion, deems objectionable;

8. promote, encourage or facilitate any illegal activity, violating the law or the rights of any third party, including, without limitation, IP Rights, rights of privacy, or rights of personality; or

9. impose an unreasonable or disproportionately large load on Perxona Service or circumvent or attempt to circumvent any filtering, security measures or other features designed to protect Perxona Service.
   
   

3.6   Updates. XRSPACE may make commercially reasonable updates to Perxona Service from time to time (“Updates”). Updates are designed to improve, enhance and further develop Perxona Service and may take the form of bug fixes, hot fixes, enhanced functions, new software modules or completely new versions. In the event such Updates require changes to Perxona Software, Customer agrees to ensure that calls or requests Customer makes to Perxona Service are compatible with then-current Perxona Software.

Intellectual Property

4.1 Intellectual Property Rights. Except for the limited license rights expressly set forth herein, this Agreement does not grant either Party any rights, implied or otherwise, to the other Party’s content, technology or intellectual property. As between the Parties, Customer owns all intellectual property rights in Customer Data and Customer Application (other than any Perxona Software embodied therein), and XRSPACE owns all IP Rights in Perxona Service, Perxona Software and all technology embodied therein.

4.2 Operational Metrics. XRSPACE monitors and collects Operational Metrics for its own business purposes, such as maintaining, improving, and testing Perxona Software and developing additional products and services. Customer grants to XRSPACE an irrevocable, non-exclusive, transferable, worldwide, and royalty-free license to collect, analyze and use Operational Metrics relating to its delivery of Perxona Service derived from, or related to, Customer Data, including the generation of reports for internal, external, and public use, and to use Operational Metrics for XRSPACE’s business purposes. XRSPACE will have a perpetual right to use and distribute Operational Metrics for Perxona Service only in aggregate, non-personally identifiable form that cannot be used to identify Customer or any of its individual End Users.

Fees and Payment

5.1 Free Trial. XRSPACE provides Perxona Service to Customer on a trial basis for the first fourteen (14) days upon Customer’s initial registration of Account, which is free of charge.

5.2 Subscription. Fees payable by Customer for subscribing to Perxona Service are set forth on the Pricing page of the official website of Perxona Service. Upon termination or expiration of the free trial, Customer shall pay XRSPACE the recurring fees based on the chosen subscription plan on a monthly or annual basis to maintain continued access to Perxona Service.

5.3 Other Usage Charge. In the event Customer’s use of Perxona Service exceeds the basic amount offered under Customer’s subscription plan, Customer will be additionally charged and shall pay XRSPACE the usage overage fees, also as indicated on the Pricing page of the official website of Perxona Service.

5.4 Third Party Payment Processor. XRSPACE engages a third-party payment processor (Lemon Squeezy, LLC) for Customer to conduct payment transaction for Perxona Service. Such transactions are governed by the payment processor’s terms of service (https://www.lemonsqueezy.com/terms) and privacy policy (https://www.lemonsqueezy.com/privacy), which are not controlled by XRSPACE. Customer shall carefully review the third party payment processor’s terms of service and privacy policy before conducting such payment and submitting the payment related information. XRSPACE does not process or retain Customer’s credit card or other payment information. By submitting the payment information, Customer represents and warrants that the payment information is truthful and accurate and authorizes XRSPACE to charge the payment for Customer’s use of Perxona Service via the third-party payment processor.

5.5 Payment Terms. Customer shall pay the subscription fee in advance and any other usage charges in arrears. Payment shall be made on a monthly or annual basis via automatic withdrawal using the valid payment information which Customer provided during Account registration. Such payment information will be processed automatically on the first day of each billing cycle. Customer hereby authorizes XRSPACE’s third-party payment processor to collect automatic payments for the balance due each billing cycle until the termination of either the recurring payments or Customer's account. All fees shall be paid on or before their respective due dates. Except as otherwise provided in this Agreement or required by law, all payment obligations are non-cancelable and once paid are non-refundable.

5.6 Taxes. All fees are exclusive of any Taxes. Customer shall bear all taxes and other governmental charges (collectively, “Taxes”) resulting from this Agreement. Customer will also pay any additional Taxes as are necessary to ensure that the net amounts received by XRSPACE, after all such Taxes are paid, are equal to the amounts that XRSPACE would have been entitled to in accordance with this Agreement as if the Taxes did not exist. These Taxes (if applicable) will be charged separately on Customer’s invoice, unless Customer provides in advance a valid tax exemption certificate authorized by the applicable taxing authority.

5.7 Billing Disputes. Billing disputes must be made in good faith and reported to XRSPACE in writing. Amounts due from Customer under this Agreement may not be withheld or offset by Customer against amounts due to Customer for any reason.

5.8 Changes. XRSPACE may change the prices on the Pricing page from time to time. If the prices are changed, XRSPACE will give Customer at least a 30-day notice and any change will take effect on next renewal so that Customer can cancel if the change is not acceptable.

Term and Termination

6.1 Free Trial Term. This Agreement shall commence upon Customer’s first registration of Account for free trial until the earlier of (a) the end of such free trial, or (b) the automatic start date on which the trial converts to a paid subscription specified in the order confirmation email, which does not exceed fourteen (14) days. XRSPACE will have no obligation to retain any Customer Data that customer provides or makes available to XRSPACE during the provision of the free trial and such Customer Data will be subject to permanent deletion following the end of the free trial period, unless Customer makes a subscription to Perxona Service as those covered by the free trial services.

6.2 Subscription Term and Renewals. For monthly or annual subscriptions, this Agreement shall commence upon Customer’s successful initial payment and continue for a period of one month or one year, as applicable. The subscription will automatically renew for a subsequent one-month or one-year period; however, if the subscription fee is not successfully processed on the first day of the renewal period, Customer will be granted a 14-day grace period for payment retry. If the payment remains unsuccessful at the end of this 14-day period, the subscription shall automatically expire and access to the Perxona Service will be terminated without further notice.

6.3 Suspension. XRSPACE may, at its reasonable discretion, suspend access to Perxona Service and Perxona Software at any time if XRSPACE believes that (a) Customer is in breach of any obligations under this Agreement; (b) Customer’s or its End Users’ use of Perxona Service or Perxona Software poses a security risk; (c) Customer’s or its End Users’ use of Perxona Service or Perxona Software violates, misappropriates, or infringes the rights of XRSPACE or a third party; or (d) Customer’s or its End Users’ use of Perxona Service or Perxona Software renders Perxona Service unavailable. XRSPACE may inform Customer about the reasons for any such suspension in advance, but has no obligation to provide prior notice to the extent an issue causes or is likely to cause immediate, material and ongoing harm to Perxona Service.

6.4 Termination for Breach. Either Party may terminate this Agreement if the other Party commits a material breach of this Agreement and does not cure the breach within thirty (30) days from receiving written notice of such breach from the non-breaching Party. Without limiting the foregoing, any failure by Customer to timely pay to XRSPACE any amounts owing under this Agreement will constitute a material breach of this Agreement.

6.5 Effects of Termination. Upon termination or expiration of this Agreement: (a) XRSPACE may immediately disable Customer’s and its End Users’ use of Perxona Service; (b) Customer shall immediately cease using Perxona Software and delete all copies of Perxona Software that Customer has in its possession or under its control; and (c) Customer shall pay to XRSPACE any fees that had accrued but has not been paid prior to such expiration or termination. If Customer terminates this Agreement for breach in accordance with this Section 6.4, XRSPACE will refund the unused portion of any prepaid fees that were paid for Perxona Service for the remainder of the subscription period. Upon request, each Party will use commercially reasonable efforts to return or destroy all Confidential Information of the other Party. Sections 3.5, 4, 5, 6.5, 7, 8, 9, 10 and 11 will survive termination or expiration of this Agreement.

Confidentiality

7.1 General Obligation. Each Party will (a) hold the Confidential Information of the other Party in strict confidence; (b) protect and safeguard the confidentiality of such Confidential Information with at least the same degree of care as the receiving Party uses to protect and safeguard its own confidential and proprietary information (but in no event with less than a reasonable degree of care); (c) immediately notify the disclosing Party of any unauthorized access, use, or disclosure of any of disclosing Party’s Confidential Information; and (d) cooperate with the disclosing Party’s efforts to prevent further breaches of this Section 7.1.

7.2 Disclosure to Representatives. In addition to the obligations in Section 7.1, the receiving Party will only disclose the disclosing Party’s Confidential Information to its employees and contractors who have a need to know and who have signed written agreements with (or are otherwise bound by confidentiality obligations owed to) receiving Party that require or permit such individuals to use, disclose, and protect the Confidential Information only in a manner consistent with the provisions of this Agreement. The receiving Party will be responsible to the disclosing Party for any failure by any of its employees or contractors to comply with obligations set forth in this Agreement.

7.3 Exceptions. Confidential Information does not include any information that (a) is already in the public domain prior to disclosure by the disclosing Party, (b) is publicly available through no breach of this Agreement by the receiving Party, (c) is rightfully received by the receiving Party from a third Party having the right to disclose such information, or (d) is independently developed by the receiving Party capable of demonstrating such fact with written records. The receiving Party may disclose Confidential Information of the disclosing Party when compelled to do so by law, so long as the receiving Party provides prior written notice of the disclosure (if legally permitted) to allow the disclosing Party the opportunity to seek protection or confidential treatment or to limit or prevent such disclosure. The receiving Party also agrees to cooperate with the disclosing Party if the disclosing Party chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed.

7.4 Privacy Policy. Except as otherwise expressly specified in this Agreement, XRSPACE’s collection of personal information in connection with Customer’s or its End Users’ use of Perxona Service is subject to Perxona Privacy Policy, available online on https://www.perxona.ai/legal/privacy-policy, as such may be updated by XRSPACE from time to time.

Warranties and Disclaimers

8.1 Mutual Warranties. Each Party represents that (a) it has full power and authority to enter into this Agreement and to carry out the provisions herein, (b) it is duly authorized to accept this Agreement and to perform its obligations hereunder, and (c) the acceptance and performance of this Agreement by it does not conflict with any agreement to which it is a Party or by which it may be bound.

8.2 Disclaimer. Except as expressly provided above, to the maximum extent permitted by applicable law, all services provided are provided on an “as is” and “as available” basis, and XRSPACE and its third party service providers do not make any other warranty of any kind, whether express or implied, including any warranties regarding accuracy, operability, use, non-infringement, title, merchantability, and fitness for a particular purpose. XRSPACE and its third party service providers are not responsible for the deletion of or failure to store any Customer Data and other communications maintained or transmitted through use of Perxona Service. Customer is solely responsible for securing and backing up Customer Application. Neither XRSPACE nor its third party service providers do not warrant that the operation of Perxona Service will be immaculate, uninterrupted or secure. Customer understands that XRSPACE only provides Customer with access to Perxona Service and that Customer takes full responsibility for its use of Perxona Service. XRSPACE makes no representations or warranties with respect to the compliance with any third party license programs or legal requirements that may apply to Customer’s use of Perxona Service. Customer is solely responsible for obtaining and complying with any applicable third party licenses or legal compliance.

8.3. No Additional Warranties. Customer will not make any representations or warranties, whether written or oral, to third parties, including, without limitation, End Users, on behalf of XRSPACE or any of its third-party service providers.

Limitation of Liability

Neither Party will be liable to the other Party for any indirect, incidental, consequential, special, or exemplary damages (even if that Party has been advised of the possibility of such damages or such damages are foreseeable) arising out of or related to this agreement, including, but not limited to, any loss of revenue or anticipated profits or lost business. In no event will either Party’s aggregate liability to the other Party arising out of or related to this agreement exceed the amounts paid or payable by customer to XRSPACE under this agreement during the twelve (12) months prior to the event giving rise to liability. Notwithstanding the foregoing, the foregoing limitations will not apply to claims arising from a Party’s gross negligence, , breach of the confidentiality obligations hereunder, customer’s indemnification obligations under Section 10.2, or unauthorized use of the other Party’s IP rights.

Indemnification

10.1 By XRSPACE. XRSPACE will defend and/or settle any third party claim brought against Customer alleging that Perxona Service, as delivered to Customer, and excluding any third party software or open source software therein, infringes the IP Rights of a third party (a “Customer Claim”), and to pay any amounts finally awarded or agreed to (and reasonably approved by XRSPACE) in settlement of such Customer Claim, provided that XRSPACE’s liability under this Section 10.1 will not exceed the amount that would have been awarded had the Customer Claim been brought directly against XRSPACE for the sale of Perxona Service to Customer. Notwithstanding the foregoing, XRSPACE will have no obligation to Customer with respect to any Customer Claim arising out of or related to any (a) modification of Perxona Service or SDK other than by XRSPACE, (b) combination of Perxona Service or Perxona Software with any materials not provided by XRSPACE, (c) compliance with Customer’s specifications or requirements, or any modification or customization of Perxona Service or Perxona Software made for or on behalf of Customer, (d) use of Perxona Service or Perxona Software other than as set forth in this Agreement or applicable Documentation, (e) failure to implement any Update, modification, or replacement to Perxona Service or Perxona Software provided by XRSPACE, (f) infringement of any claim of any patent necessarily infringed by the implementation of any industry standard practiced by Perxona Service or Perxona Software, or (g) compliance with any third party license terms (if applicable). If XRSPACE reasonably believes Perxona Service infringe a third party’s IP Rights, then XRSPACE may, at its sole option and expense, do any of the following: (i) obtain the right for Customer to continue using Perxona Service; (ii) provide a non-infringing functionally equivalent replacement; (iii) modify Perxona Service so that they no longer infringe; or (iv) if XRSPACE does not believe the foregoing options are commercially reasonable, then XRSPACE may suspend or terminate Customer’s use of the impacted Perxona Service and refund the unused portion of any prepaid fees that were paid for Perxona Service for the remainder of the subscription period. This Section 10.1 provides XRSPACE’s entire and sole responsibility and Customer’s entire and sole remedy for any infringement claim or action relating to Perxona Service or Perxona Software or otherwise arising under this Agreement.

10.2 By Customer. Customer will indemnify, defend, and hold harmless XRSPACE and its suppliers and their officers, directors, employees, and agents from and against any and all third party claims, demands, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to (i) any allegation that the Customer Application infringes the IP Right of a third party; (ii) Customer’s breach of this Agreement (directly or indirectly by End User); or (iii) a claim relating to Perxona Service that would have been excluded in clauses (a) through (g) of Section 10.1 above if brought against Customer.

10.3 Process. These indemnity obligations are conditioned on the indemnified Party promptly notifying the indemnifying Party in writing of the claim (a delay in providing notice does not excuse these indemnity obligations unless the indemnifying Party is prejudiced by such delay), the indemnified Party giving the indemnifying Party sole control of the defense of the claim (and in any related settlement negotiations), and the indemnified Party cooperating and, at the indemnifying Party’s request and expense, assisting in such defense. The indemnified Party may participate in the defense of the claim using its own counsel (at its own expense). The indemnifying Party may not settle the claim without the indemnified Party’s consent if such settlement imposes a payment or other obligation on the indemnified Party.

General

11.1 Assignment. Neither Party may assign or transfer this Agreement (or any of its rights or obligations under this Agreement) without the other Party’s prior written consent, except that consent to assign will not be required in the context of a merger, acquisition, change of control or sale of all or substantially all of a Party’s assets or business. This Agreement inures to the benefit of and is binding upon the Parties and their respective legal representatives, successors, and permitted assigns.

11.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of Taiwan (R.O.C.). The Parties irrevocably agree to submit to the jurisdiction of the Taipei District Court.

11.3 Injunctive Relief. Each Party acknowledges that its breach of this Agreement may cause irreparable harm to the other Party and hereby agrees that the other Party will be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

11.4 Force Majeure. A Party is not liable under this Agreement for non-performance caused by events or conditions beyond that Party’s control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike, or other labor problem (not including XRSPACE employees), Internet service provider failure or delay, third party applications, or denial of service attack (each, a “Force Majeure Event”) if the Party makes reasonable efforts to perform. Either Party may terminate this Agreement on written notice to the other Party if the Force Majeure Event continues more than thirty (30) days.

11.5 Notices. To be valid, all notices permitted or required under this Agreement must be sent in writing via email or certified mail by a Party to the other Party at the email address or physical address set forth in the XRSPACE Contact Information below or as provided by Customer during Account registration. Notices will be deemed given upon receipt by the applicable Party.

Perxona Service Contact Information

hello@perxona.ai

XRSPACE Co., Ltd.

18 Floor, No. 1351, Zhongzheng Road

Taoyuan District, Taoyuan City 330051

Taiwan (R.O.C.)

11.6 Relationship. This Agreement does not confer any third party beneficiary rights and does not create a joint venture, agency, partnership, or other form of joint enterprise between the Parties. Except as expressly provided herein, neither Party has the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.

11.7 Severability, Waiver, and Interpretation. If any provision of this Agreement is found to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision is to be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. No waiver of any breach of this Agreement will constitute a waiver of any other breach.

11.8 Entire Agreement and Amendments. This Agreement, together with the order confirmation email indicating the subscription plan Customer chooses, supersedes all prior discussions and understandings relating to the subject matter covered by this Agreement, and constitutes the entire agreement between the Parties with respect to Perxona Service. The Parties may only amend this Agreement in a writing executed by the Parties. No employee, agent, or other representative of XRSPACE has any authority to bind XRSPACE with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement.