TERMS AND CONDITIONS

1. SAAS SERVICES AND SUPPORT

1.1

Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer with the services specified in the Order Form to which these Terms and Conditions and Exhibits hereto, are affixed (the "Services"). As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel any usernames or passwords it deems to be inappropriate. In the event of a conflict between the Order Form and this Agreement, the terms of the Order Form will control.

1.2

Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with its standard practices.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for any purposes or not expressly permitted hereunder, or otherwise use the Software or Services for the benefit of a third-party; or remove any proprietary notices or disclaimer language therefrom. Except as otherwise expressly permitted in this Agreement, you will not: (a) incorporate the Software into a product or service you provide to a third party; (b) interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit your use; (c) use the Software for competitive analysis or to build competitive products; (d) publicly disseminate information regarding the performance of the Software; or (e) encourage or assist any third party to do any of the foregoing.

2.2

Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

2.5

Customer acknowledges that the Software is in beta form and may have errors, bugs, and availability limitations inherent to beta Software.

2.6

Company hereby agrees to indemnify, defend, and hold harmless Customer against any third party claims, demands, actions, allegations, or damages, losses, liabilities, settlements and expenses (including without limitation costs and reasonable attorneys’ fees) resulting therefrom, that the Services or applications provided by Company hereunder violate or infringe upon the intellection property rights or protections.

2.7

Customer agrees to allow Company to list them as a customer.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services and includes, without limitation, financial, operational, planning, or strategic information of Customer or its clients (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after seven (7) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third-party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2

Customer shall own all right, title and interest in and to the Customer Data; provided, however, that the Company shall own all right, title, and interest in and to any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) all data provided by the Company, (c) any software, applications, inventions or other technology developed in connection with the Services or support, and (d) all intellectual property rights related to any of the foregoing.

3.3

Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. Notwithstanding the above, any storage, use or disclosure of such data by Company shall be made in full compliance with any and all applicable laws and/or regulations, which may include, but shall not be limited to the Health Insurance Portability and Accountability Act (HIPAA) or other similar data privacy protection regulations. No rights or licenses are granted in such data except as expressly set forth herein.

4. COMPENSATION

4.1

Customer shall pay the Service Fee within 30 days of the start of the Term. The Service Fee shall be due upon invoice.

4.2

Company may increase or decrease the Service Fee during any renewal of the Term provided Company provides Customer with written notice thereof (email being sufficient) at least sixty (60) days prior to the renewal of the then-current Term.

5. TERM AND TERMINATION

5.1

Subject to early termination as provided for below, this Agreement shall remain in effect for the duration of the Initial Service Term as specified in the Order Form. This Agreement shall automatically renew for successive periods equal to the Initial Service Term (the initial Service Term and each subsequent renewal, the “Term”) unless either party delivers written notice of non-renewal (email being sufficient) to the other party at least thirty (30) days prior to the end of the then-current Term.

5.2

Company may terminate this Agreement at any time upon breach of this Agreement by Customer.

5.3

Upon termination of this Agreement by either party, Company may, but shall not be obligated to, delete stored Customer Data. Any and all sections of this Agreement, which by their nature should survive termination, will survive termination, including, without limitation, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

6.1

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. Customer hereby acknowledges and agrees that any pre-release and/or beta versions of Software, and any pre-release and beta features within generally available Software, that the Company may make available to Customer (collectively, “Beta Versions”), may remain under continued development and alteration, and thereby may be or become inoperable or incomplete, and are likely to contain more errors and bugs than generally available Software may otherwise contain. As such, the Company makes no promises, guarantees, or assurances that any Beta Versions of the Software will ever be made generally available. Any and all information regarding the characteristics, features or performance of any Beta Versions of the Software shall constitute Proprietary Information, which shall be subject to the restrictions specified in Section 3, herein above. To the maximum extent permitted by applicable law, the Company hereby disclaims any and all obligations or liabilities with respect to any Beta Versions of the Software, including any support and maintenance, warranties, other than those expressly provided for herein. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

EXCEPT AS IT RELATES TO INDEMNITY OBLIGATIONS, NEITHER PARTY, NOR THE PARTY’S SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, DIRECTORS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS, INCLUDING (WITHOUT LIMITATION) THROUGH THE USE OF AI TECHNOLOGY (AS DEFINED BELOW); (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND THE PARTY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. DATA PRIVACY

8.1

Each party hereto shall comply with any and all applicable Privacy and Security Laws (as defined below) with respect to the storage, processing (if applicable), use, or transfer of any data as the same may pertain to the performance of the Services contemplated hereunder. For purposes of this Agreement, “Privacy and Security Laws” shall mean any laws that apply to the Processing (as defined under applicable law) of the data of one party hereof, by the other party, or the methods one party must use to protect the data of the other party. This includes laws, regulations, guidelines, requirements, and government- issued rules, in the U.S. and other applicable jurisdictions, at the international, country, state/provincial, or local levels, currently in effect and as they become active. To the extent applicable, each party hereto shall only Process the data of the other party in accordance with the terms of this Agreement, pursuant to the instructions of the other party, and shall always do so in full compliance with the Privacy and Security Laws.

8.2

Each party hereto shall at all times maintain commercially reasonable technical and physical safeguards and all measures appropriate to the nature of the Services contemplated hereunder, and any applicable Processing activities thereof or as required by Privacy and Security Laws to protect against a “Security Incident,” which for the purposes of this Agreement, shall be defined as any actual or suspected accidental or unlawful destruction, loss, alteration, unauthorized disclosure, unauthorized access to, or malicious infection of any data of one party hereof, which was transferred, stored, or otherwise processed by the other party. In the event that one party discovers or becomes aware of a Security Incident relating to the other party’s data, the discovering party shall notify the other party without undue delay, and in accordance with any and all applicable time restraints and/or notice periods designated in the Privacy and Security Laws. Additionally, the discovering party shall investigate the Security Incident, assist the other party in maintaining the confidentiality of such information and the Security Incident, and will take all necessary steps required under the Privacy and Security Laws to investigate, mitigate, and remediate the Security Incident.

8.3

Each Party will provide the other party with all reasonable information and assistance necessary to demonstrate its compliance with the Privacy and Security Laws, including the measures each party has taken to comply with its obligations under this Agreement.

9. Use of Artificial Intelligence

9.1

Customer acknowledges and agrees that the Company may incorporate artificial intelligence and machine learning technologies into the Service, including models and tools developed natively by the Company as well as those provided by third-party vendors (“AI Technology”). By accessing or using the Service, Customer expressly authorizes the Company to utilize such AI Technology in connection with the delivery, operation, and improvement of the Service.

9.2

The Company may engage third-party providers to supply AI Technology integrated into the Service. Such providers may process Customer Data in accordance with the Company's data processing agreements with those providers. The Company will take commercially reasonable steps to ensure such providers maintain appropriate data protection standards; however, the Company makes no representations or warranties regarding the output, accuracy, or performance of third-party AI Technology.

9.3

As between Customer and the Company, Customer retains ownership of (a) all data, content, and materials submitted by Customer to the Service (“Inputs”) and (b) all content generated by the Service in response to Customer's Inputs (“Outputs”). Nothing in these Terms shall be construed to transfer to the Company any ownership rights in Customer's Inputs or Outputs.

9.4

Notwithstanding Section 9.3, Customer hereby grants to the Company a non-exclusive, worldwide, royalty-free, sublicensable license to access, use, process, and analyze Customer's AI related Inputs, Outputs, and related usage data (collectively, “Customer AI Data”) for the purposes of:

1. operating and providing the Service;
2. training, fine-tuning, developing, and improving the Company's AI models and related technologies; and
3. developing new features, products, and services.

The Company may retain and use Customer AI Data in aggregated or de-identified form in perpetuity for the foregoing purposes. Customer represents and warrants that it has all rights necessary to grant this license.

9.5

AI-generated content is inherently probabilistic and may be incomplete, inaccurate, or unsuitable for Customer's particular use case. The Company makes no warranty, express or implied, regarding the accuracy, reliability, or fitness for a particular purpose of any Output generated through AI Technology. Customer is solely responsible for reviewing, validating, and determining the appropriateness of any Output before relying upon or acting on it.

10. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent, which shall not be unreasonably withheld. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Any dispute arising hereunder shall be brought exclusively in the state or federal courts located in Delaware. Customer hereby agrees to reasonably cooperate with Company in order to serve as a reference account upon request.

Last updated: April 3, 2026