TERMS OF SERVICE

Last Updated: January 26th, 2026

These Terms of Use (the “Terms”) set forth the terms and conditions that govern (i) access to, and use of the software application provided by LUPA Labs Inc. (the “Platform”), (ii) the access to, and use of our website available at the URL www.lupalabs.ai (“Site”) and (iii) the access to, and use of the content of the Platform and of the Site including of the services provided by LUPA AI (the “Services”).

Please carefully read these Terms as they contain important information concerning your rights and obligations. These Terms include various limitations and exclusions, defining LUPA AI's liability in certain cases, determining the jurisdiction and authorities on matters of conflict resolution, as well as the applicable legislation to LUPA AI Services.

These Terms are a legal agreement between you (i) as a commercial user of the Platform (“Client”), or (ii) as an individual user only navigating through our Site (“you”, “your”, or “User”) and LUPA Labs Inc., a company incorporated under the laws of the State of Delaware, ("LUPA AI", “we”, "us").

These Terms apply solely to natural persons acting in their individual capacity. Any use of the Platform and/or Site by or on behalf of a company or other legal entity is excluded from the scope of these Terms and requires prior contact with us via e-mail: info@lupalabs.ai in order to conclude separate agreement.

Before you use the Platform, you will need to agree to these Terms. We are only willing to make the Platform available to you if you accept all of these Terms. Otherwise, you may not access or use the Platform.

We reserve the right to change the Terms at any time and in our sole discretion. If we make changes to these Terms, they will become effective when we make the updated version of the Terms available on the Platform or on the Site and update the “Last Updated” date found at the top of these Terms and we will inform you accordingly. In such a case, in order to continue to use the Platform, the Services, the Site and the Content you need to agree to the newly amended Terms. If you do not agree to the updated Terms, your access to the Platform, the Services, the Site and the Content may be restricted or blocked.

1. THE PLATFORM

The Platform can be accessed by Clients at the URL addresses https:/lupalabs.ai/workspace. The Platform is an AI-powered workspace designed for scientists and researchers to automate research workflows, perform AI-assisted literature searches, and transform notes, data, and papers into publication-ready manuscripts. The Platform is a tool to support research and is not a substitute for professional scientific peer-review.

2. USAGE OF THE PLATFORM

Subject to compliance with these Terms of Use, LUPA AI may, on the terms and conditions set out in these Terms of Use, provide you with access to LUPA AI's proprietary artificial intelligence powered research software services and any other products or services otherwise made available by LUPA AI under these Terms.

In order to provide the Services, it will be necessary for LUPA AI to communicate through various channels, including email. Accordingly, you consent and grant us permission to communicate through such channels.

Use of the Services also requires you to first obtain an account by completing a registration form. When registering, you must: (a) provide true, current and complete information about yourself on the registration form, (b) maintain such information so it continues to be true, current and complete, (c) accept the Terms of Service and the Privacy Policy and (d) confirm your e-mail address by clicking on the link sent after submitting the registration form.

LUPA AI offers Services in three distinct tiers, the specific features of which are detailed on the Site:

  • Free: Provides access to limited AI models and features, with caps on file imports and literature searches. Does not include collaboration features unless the User is invited by a Pro User.

  • Pro: Provides unlimited access to premium AI models, unlimited file imports, unlimited AI-assisted literature searches, and collaboration features (Teams).

  • Enterprise or Lab: Includes all Pro features plus advanced workspace management, admin panels for user provisioning, and customized deployment options. However, this tier requires individual contact with us in order to conclude a contract and is not governed by the provisions of these Terms.

3. FEES AND PAYMENTS

LUPA AI offers a free version of the Platform as well as paid subscriptions (“Pro” and “Enterprise” or “Lab”).

The Fees for the use of the Platform are determined by the Subscription Plan selected by the Client on the Site. The specific pricing and payment terms for "Pro" plans are displayed at the time of purchase. Pricing for "Enterprise" or "Lab" plans is determined through individual negotiation and specified in a separate agreement or invoice.

Fees are payable in advance on a monthly or annual basis, as selected by the Client. Payments are processed via a third-party payment provider (Stripe). Client understands and agrees that it must provide current, complete and accurate billing and payment information. We will not be responsible or liable for any claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses arising out of or relating to the use of the respective payment services. In certain instances there may be banking or financial institution transaction fees or related charges, which the Client understands and agrees it shall be responsible to pay. By accepting a payment method, You expressly authorize us to charge the applicable Fees, taxes, and other charges to that payment method. Fees are not refundable.

If a Client upgrades their plan (from Free to Pro), the new Fees will apply immediately. If a Client exceeds usage limits applicable to their current plan, LUPA AI reserves the right to restrict access to the Services until the Client upgrades to an appropriate plan.

We have the right to change the Fees from time to time. Any changes to the Fees shall apply only upon renewal of the applicable subscription term. The updated Fees will take effect as of the date specified in the notification provided to the Client.

4. SUBSCRIPTION PLANS

Specific details regarding the scope of services, limits (e.g., number of AI queries, storage limits), and available features for each tier (Free, Pro, Enterprise) are specified on the Site and in the user interface at the moment of subscription.

In the event of a conflict between the description of the services on the Site and these Terms, the provisions of the Subscription Plan selected by the Client on the Site shall prevail regarding the specific commercial parameters (price, limits), while these Terms shall prevail regarding legal liabilities and general obligations.

5. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated by us, all elements of the Platform and of the Site, all content and other materials therein are owned by us (or, as applicable, our licensors) and are protected by intellectual property rights. For the avoidance of doubt, the visual interfaces, design, text, graphics, pictures, systems, information, data, methods, software, computer code, organization, services, all other elements and any other documentation or other ancillary material provided to you (the “Content”) are owned by us or by our licensors and are protected by copyright, patents, trademarks, design, trade secrets, any other intellectual property rights and applicable law.

You can use the Platform, the Services, the Site and the Content solely for the purposes set forth in these Terms and in accordance with all applicable laws, including, but not limited to, laws related to data (whether applicable within the United States, the European Union, or otherwise). However, you are not permitted to:

  • use the Platform, the Site or the Content other than for their intended purposes;

  • use any data mining, robots or similar data gathering or extraction methods;

  • sell, rent, lease, lend, redistribute, sublicense or make commercial use of the Platform, the Site or the Content;

  • copy, reverse engineer, decompile, disassemble or attempt to discover the source code of our Platform, the Site or the Content;

  • modify, alter or otherwise make any derivative uses of the Platform, the Site or the Content, or any portion thereof, except as expressly permitted under these Terms;

  • remove, alter or obscure any copyright, trademark or other proprietary rights notice included in the Platform, the Site or Content.

Any use of the Platform, the Site or the Content other than as specifically authorized herein, without the prior written permission of LUPA AI, is strictly prohibited. Such unauthorized use may also violate applicable laws, including without limitation, copyright and trademark laws. Unless explicitly stated by LUPA AI, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by implication or otherwise.

Client retains all right, title, and interest in and to the User Content. By using the Platform, Client grants LUPA AI a non-exclusive, worldwide, royalty-free license to host, copy, and display User Content solely as necessary to provide the Services for the Client. This license does not grant LUPA AI the right to sell User Content or use it for marketing purposes without express consent.

6. USER CONTENT AND AI PROVISIONS

In case Client creates any User content on or by our Platform or Services, Client is solely responsible for all content created, transmitted and/or distributed through the Platform or Services (the “User Content”) including, but not limited to: (a) compliance with all applicable laws and these Terms; and (b) any claims that User Content infringes, misappropriates, or otherwise violates the rights of any third party. It is a violation of this Terms to create, transmit and/or distribute through the Platform any User Content that:

  • is illegal or unlawful, that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, national or international law;
  • is defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, violent, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, invasive of privacy or publicity rights, fraudulent, deceptive or otherwise objectionable;
  • impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  • may infringe or violate any patent, trademark, trade secret, copyright, or other intellectual property right or other right of any party;
  • contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
  • is designed to deceive or trick the users of the Platform.

Subject to LUPA AI’s confidentiality obligations hereunder, Client acknowledges and agrees that LUPA AI may: (i) use User Content for the sole purposes of providing the Services, and (ii) use and make available Aggregated Data for LUPA AI’s business purposes. “Aggregated Data” means data submitted to, collected by, or generated by LUPA AI in connection with Client’s use of the Platform or Services, but only in aggregate, de-identified form which is not linked specifically to Client or any individual. Client shall retain all right, title and interest in and to the User Content, including all intellectual property rights therein. LUPA AI will use best efforts to maintain the security and integrity of the User Content controlled by LUPA AI. Client is responsible for the use of the Platforms and Services by any person to whom Client has given access to the Platform and Services, even if Client did not authorize such use. LUPA AI may retain User Content for up to thirty (30) days following the termination or expiration of the agreement. Thereafter, Client agrees and acknowledges that User Content may be irretrievably deleted.

To the extent technically feasible, upon termination or expiration of the agreement, LUPA AI will, within thirty (30) days of receiving written notice from Client, allow Client to export User Content.

Client may from time to time provide suggestions, comments or other feedback to LUPA AI with respect to the Service (“Feedback”). Client shall, and hereby does, grant to LUPA AI a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any bona fide business purpose of LUPA AI.

No Training on User Data: LUPA AI acknowledges the sensitive nature of scientific research. LUPA AI represents and warrants that it does not use User Content to train, fine-tune, or improve its artificial intelligence models or the models of its third-party AI providers (including e.g. OpenAI, Anthropic, Google). User Content is used solely for the purpose of providing the Services to the Client (e.g., generating responses, formatting manuscripts) and for no other purpose.

AI output accuracy and hallucinations: Client acknowledges that the Services utilize artificial intelligence and machine learning technology. As such, Output generated by the Platform may contain inaccuracies, errors, or “hallucinations” (information that appears correct but is factually false or unsupported by evidence).

  • No Warranty of Fact: LUPA AI does not warrant the accuracy, completeness, or reliability of any AI-generated Output, including summaries, citations, or manuscript drafts.
  • Professional Verification: The Services are intended to assist research, not replace professional judgment. Client is solely responsible for verifying all facts, citations, and scientific claims in the Output before including them in any publication, grant application, or clinical decision.
  • Citations: AI may generate plausible-looking but non-existent (fake) citations. It is the Client's obligation to verify every source provided by the Platform.

7. USER CONDUCT

You are solely responsible for your own conduct while accessing or using the Platform and the Site. You agree to use the Platform and the Site only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. You agree that you will not and will not permit any third party to do, including but not limited to, any of the following:

  • use the Platform and the Site for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms or any other rules or policies established from time to time by us;
  • use the Platform and the Site to violate the legal rights and the legitimate interests of others, including, but not limited to, transmitting or otherwise making available through the Platform of content that infringes the intellectual proprietary rights of any party;
  • remove any copyright, trademark or other proprietary rights notices contained in or on the Platform and the Site, or any part of it;
  • modify, adapt, hack, translate, or reverse engineer the Platform and the Site;
  • use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform and the Site or to extract data;
  • attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any products or services for any purpose, unless we specifically consented to such conduct;
  • upload, send, distribute or disseminate any User Content that could be in any way interpreted as defamatory, unlawful, fraudulent, obscene, harassing or objectionable;
  • distribute any other harmful components such as, including but not limited to, worms, viruses, Trojan horses, corrupted files, defects, hoaxes;
  • impersonate another person by any means (e.g., by use of an email address, name, nickname or otherwise);
  • exploit the Platform and the Site for any unauthorized commercial purpose;
  • access or use the Platform and the Site for the purpose of creating a product or service competitive with any of our products or services;
  • register on the Platform and the Site on behalf of a company, without having the right to represent the respective company.

You hereby certify that you will comply with all current US Export Control laws. You agree to defend, indemnify and hold LUPA AI harmless from any liability for your violation of U.S. Export Control laws.

8. INDEMNIFICATION

You agree, at your sole expense, to defend, indemnify and hold us, our officers, agents, employees, advertisers, licensors, suppliers or partners harmless from and against any claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses of any kind or nature, including litigation costs, and legal fees arising out of or in any way related to (i) your use of the Platform and the Site; (ii) your violation of these Terms, applicable law or the rights of any third-party; or (iii) your breach of the provisions of this Agreement; or (iv) alleged infringement or misappropriation of third-party’s intellectual property rights resulting from User Content.

LUPA AI will indemnify, defend and hold harmless Client, from and against any and all claims, damages, losses, liabilities, reasonable costs and justified expenses (including reasonable attorneys’ fees and costs) (“Losses”) to the extent such Losses directly arise out of or are related to: (i) any willful breach of LUPA AI’s representations and warranties; (ii) any willful breach of laws applicable to the Services; (iii) the negligence, bad faith, fraud or willful misconduct of LUPA AI; and (iv) any loss, mis-use or breach of data resulting from the gross negligence or willful misconduct of LUPA AI. Notwithstanding any other provision in this Agreement, LUPA AI will have no obligation to indemnify or reimburse Client with respect to any claim arising from: (a) the combination of any User Content with the Service; (b) the combination of any products or services, other than those provided by LUPA AI to Client under these Terms, with the Service.

Promptly after the party indemnified pursuant to this Section (the “Indemnified Party”) obtains knowledge of the existence or commencement of any claim, suit, action, investigation (including investigations conducted by governmental authorities) or proceeding (each, a “Claim”) that gives rise to an indemnity obligation under this Section, the Indemnified Party will notify the other Party (the “Indemnifying Party”) of such Claim in writing (e-mail is sufficient). The Indemnifying Party will assume full control of the defense and settlement of such Claim at the Indemnifying Party’s sole risk and expense, with counsel designated by Indemnified Party and satisfactory to the Indemnified Party in its reasonable judgment; provided, that, the Indemnified Party shall be entitled to participate in the defense of such Claim. The Indemnifying Party will not settle or compromise any Claim or consent to entry into any judgment without the prior written consent of the Indemnified Party which will not be unreasonably conditioned, withheld or delayed. If the Indemnifying Party fails to assume the defense of any Claim the Indemnified Party may retain counsel and assume the defense of such Claim at the cost of the Indemnifying Party.

Subject to the maximum liability set forth in Section 12, the provisions of this Section 8 constitute the entire understanding of the parties regarding each party’s respective liability under this Section 8, including but not limited to Infringement Claims (including related claims for breach of warranty) and each party’s sole obligation to indemnify and reimburse any Indemnified Party.

9. DISCLAIMER

LUPA AI DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE PLATFORM, THE SITE OR THE SERVICES (OR ANY PORTION THEREOF) WILL BE UNINTERRUPTED OR ERROR FREE. CLIENT ACKNOWLEDGES THAT LUPA AI MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR SERVICES, OR THEIR CONDITION. LUPA AI HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

10. CONFIDENTIALITY

You agree that you shall not, during the term of use of the Platform, the Services and the Site, and for 3 years upon its termination, disclose any proprietary, secret or confidential information (“Confidential Information”) of the other party to any third party whatsoever without the express written consent of LUPA AI.

You shall secure all documents, work in process, products or other items incorporating any of the Confidential Information to prevent its unauthorized disclosure. You agree that any such Confidential Information constitutes valuable property which belongs exclusively to LUPA AI. You will not at any time acquire any legal rights whatsoever to any of the Confidential Information.

Nothing in these Terms will impose any obligation upon LUPA AI to disclose or hand over to You any Confidential Information or data of whatsoever kind or nature which LUPA AI in its absolute discretion wishes to keep confidential.

The Confidential Information will not include any information which: (i) is known generally to the public; or (ii) becomes available to you, as applicable, on a non-confidential basis from a source other than LUPA AI; or (iii) was available to you on a non-confidential basis prior to its disclosure by LUPA AI.

If you are compelled pursuant to legal, judicial, or administrative proceedings, or otherwise required by law, to disclose Confidential Information, you shall use reasonable efforts to: (i) seek confidential treatment for such Confidential Information, and (ii) provide prior notice to LUPA AI to allow LUPA AI to seek protective or other court orders.

11. WARRANTY

LUPA AI represents and warrants to Client that (a) LUPA AI has the requisite expertise, knowledge and skills necessary to perform the Services with a high standard of quality; (b) the Services will be performed in a professional and workmanlike manner and in accordance with the commercially reasonable industry standards; (c) LUPA AI has the right to enter into and fully perform its obligations under these Terms and LUPA AI’s performance of the Services pursuant to these Terms will not violate any agreement or obligation between LUPA AI and any third party; (d) all Services shall be in conformance with all applicable laws; (e) LUPA AI has all rights, licenses and title necessary to perform the Services and for Client to use the Platform, the Site and the Services and that neither the Services nor Client’s use of the Services will infringe the intellectual property or other right of any third party; (f) LUPA AI will employ industry standard security measures in the delivery of the Services and reasonable and appropriate procedures, and guidelines regarding information protection, systems and data security; and (g) the Services, when used by Client in accordance with these Terms will not violate any proprietary or intellectual property rights of any third party, including, without limitation, any patents, copyrights or trade secrets, provided, however, that LUPA AI makes no such warranty regarding any Output generated by Artificial Intelligence.

Client shall report to LUPA AI any breach of the warranty set forth in this section. In the event of a breach of warranty by LUPA AI under this Section 11 (g), Client’s sole and exclusive remedy, and LUPA AI’s entire liability, shall be prompt correction of any non-conformance.

12. LIMITATION OF LIABILITY

You acknowledge and agree that to the maximum extent permitted under applicable law, in no event will LUPA AI be liable to you or to any other third party for any incidental, indirect, special, consequential, exemplary or punitive damages whatsoever including, but not limited to, damages for loss of profits, (whether incurred directly or indirectly), loss of goodwill or reputation, loss of data, cost of procurement of substitute goods or services, or any other intangible loss, arising out of or related to the Platform and the Site, regardless of the theory of liability (contract, warranty, tort, strict liability, product liability or other theory) and even if we have been advised of the possibility of such damages. The limitation of liability set forth herein, shall not apply to any fraud, negligent behavior or willful misconduct.

You understand and agree that LUPA AI will not be liable for any failure or delayed performance of our obligations that results from any condition beyond our reasonable control, including but not limited to, acts or omissions of third parties, earthquake, fire, flood, governmental action, acts of terrorism, labor conditions, power failures, Internet disturbances or server failures.

You acknowledge that the Platform and the Site are Internet-based and you understand and accept the inherent security risks associated with such applications and websites, including but not limited to, the risk of losing the Internet connections, the risk of malicious software, the risk of hardware or software failure and the risk of unauthorized access by third parties to your account. Thus, you agree that our liability for any malfunctions, communication failures, delays, errors, or any breach of security you might incur shall be limited to the amounts we received from you for the access to the Platform during the twelve months prior to the event giving rise to the claim.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING THE LAW OF THE STATE OF DELAWARE, LUPA AI’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL BE LIMITED AS FOLLOWS:

  1. IF CUSTOMER IS SUBSCRIBED TO THE PRO TIER, LUPA AI’S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER FOR THE PRO TIER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND
  2. IF CUSTOMER IS SUBSCRIBED TO THE FREE TIER, LUPA AI’S TOTAL LIABILITY SHALL NOT EXCEED 100.00 USD.

THIS LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.

IN NO EVENT SHALL LUPA AI BE LIABLE FOR ANY LOSS OF RESEARCH DATA, FAILED PUBLICATION ATTEMPTS, LOSS OF ACADEMIC GRANTS, OR ANY DAMAGES ARISING FROM PROFESSIONAL OR ACADEMIC CONSEQUENCES RESULTING FROM THE USE OF THE PLATFORM.

13. EXTERNAL SITES

The Platform and the Site may contain hyperlinks to third party websites or resources. These links to third party pages are provided for convenience only. In any event, especially because of the volatile nature of information on the Internet, LUPA AI cannot control the nature or content of these external sources and therefore is not responsible and or liable for the use, the unavailability of third party website nor their content and advertising or other materials available on such third party websites that you might access via our Platform or the Site.

14. CHANGES OF THE PLATFORM

In no event will LUPA AI be liable for the removal of or disabling of access to any portion or feature of the Platform or the Site.

15. SUSPENSION OR TERMINATION

In case you breach these Terms, fail to pay the Fees, or LUPA AI reasonably believes your use of the Platform, Site or Services may pose a security risk to or may adversely impact the Platform, Site or Services, LUPA AI may suspend or terminate in whole or in part, your access to the Platform at our sole discretion, immediately and without prior notice, and delete or deactivate your account. In such a case, we will notify you accordingly.

16. ASSIGNMENT

LUPA AI may assign these Terms and/or any and all of its rights or delegate any and all of its obligations under these Terms without your consent. All provisions contained in these Terms shall extend to and be binding upon you and LUPA AI’s successors and assigns. You may not assign these Terms or any of your rights and/or obligations under these Terms to another person or entity.

17. PRIVACY

Please refer to our Privacy Policy for information on how we collect, use, store and disclose your personal data.

To the extent LUPA AI processes Personal Data (as defined in the DPA) on behalf of Client as a Data Processor, the terms of the Data Protection Addendum (available at https://lupalabs.ai/dpa) are hereby incorporated by reference and shall apply to such processing.

18. SEVERABILITY AND ENFORCEMENT

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Enforcement of these Terms is solely in our discretion and our failure to enforce any of the provisions in some instances does not constitute a waiver of our right to enforce such provisions in other instances.

19. GOVERNING LAW AND JURISDICTION

These Terms will be governed by and construed exclusively in accordance with, the laws of the United States and the State of Delaware, without regard to its conflict of laws provisions. The federal courts of the United States in the State of Delaware shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non convenience or otherwise. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any Purchase Order issued under this Agreement.

For any dispute with LUPA AI, you agree to first contact us at info@lupalabs.ai and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a dispute after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by referring the case to a competent court.