Last Updated: April 16th, 2025

These Terms of Service (these "Terms of Service") govern your and your Authorized Users' (as defined below) access to and use of our Platform (as defined below), which are made available to you ("Customer" "you," or "your") by AppyPeople Inc. ("AppyPeople" "we," "our," or "us").

BY CLICKING THE "ACCEPT" BUTTON, WHEN YOU SIGN UP TO ACCESS AND USE OUR PLATFORM OR OTHERWISE MANIFESTING ASSENT TO THESE TERMS OF SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE, AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY (THE "PRIVACY POLICY"), WHICH IS HEREBY INCORPORATED INTO THESE TERMS OF SERVICE AND MADE A PART HEREOF BY REFERENCE (COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, OR DO NOT HAVE THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT, YOU AND YOUR AUTHORIZED USERS MAY NOT ACCESS OR USE THE PLATFORM.

If you are entering into this Agreement on behalf of a legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms "you" or "your" refers to such entity. AppyPeople and Customer may each be referred to individually as a "Party" and collectively as the "Parties."

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Platform, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on our website and/or on the Platform. By continuing to access or use the Platform after we have posted such modifications, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Platform.

THE SECTIONS BELOW TITLED "BINDING ARBITRATION" AND "CLASS ACTION WAIVER" CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

Capitalized terms not defined in these Terms of Service shall have the meaning set forth in our Privacy Policy.

1. DEFINITIONS. The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.
   1. "Administrative User" means Customer's employees, contractors, or agents authorized by Customer to access and use the Platform pursuant to the terms and conditions of this Agreement; provided, however, that any contractors' or agents' access to and use of the Platform will be limited to their provision of services to Customer.
   2. "Affiliate" means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
   3. "AI Agent" means the application/software agent built by Administrative Users through the Platform or by Company for Customer through the Platform pursuant to the applicable Order Form, incorporating machine learning, artificial intelligence, or similar technologies.
   4. "Applicable Law" means, with respect to any Party, any federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such Party or any of its properties, assets, or business operations.
   5. "Authorized User" means collectively, the Administrative Users and End Users. You are responsible for all acts and omissions of Authorized Users and any other person who accesses and uses the Platform using any of your or any Authorized Users' login credentials.
   6. "Confidential Information" means: (i) with respect to Company, the Company IP, pricing and fees related to the products and services provided hereunder, and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, or data; (ii) with respect to you, the Customer IP and any other non-public information or material regarding your legal or business affairs, financing, properties, or data; and (iii) with respect to each Party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the "Receiving Party"); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the "Disclosing Party"); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.
   7. "Customer Data" means (i) any data and information that you or your Administrative Users submit to the Platform, including, without limitation, the personal information (such as name, email address, and other identifying information) of Administrative Users.
   8. "Documentation" means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Platform as provided or made available by Company to Customer whether in a written or electronic form.
   9. "Effective Date" means the date you accept this Agreement.
   10. "End Users" means end users who are authorized by Customer to access and use the AI Agent.
   11. "End User Data" means any data and information that End Users submit to the AI Agent, including the Input.
   12. "Fees" means the fees set forth on the applicable Order Form.
   13. "Harmful Code" means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services or the Platform, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, "Trojan horses," "viruses," "worms," "time bombs," "time locks," "devices," "traps," "access codes," or "drop dead" or "trap door" devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Platform, the Customer Microsite or any AI Agent to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Platform, the Customer Microsite or any AI Agent.
   14. "Intellectual Property Rights" mean all intellectual and industrial property rights, whether now existing or existing in the future, including without limitation, (i) all patent rights, including any rights in pending patent applications and any related rights; (ii) all copyrights and other related rights throughout the world in works of authorship, including all registrations and applications therefor; (iii) all trademarks, service marks, trade dress, or other proprietary trade designations, including all registrations and applications therefor; (iv) all rights throughout the world to proprietary know-how and trade secrets, whether arising by law or pursuant to any contractual obligation of non-disclosure; and (v) all other rights covering industrial or intellectual property recognized in any jurisdiction.
   15. "Input" means any information, materials or data provided as input to the AI Agent by End Users.
   16. "Order Form" means an order that is signed by authorized representatives of both Parties and that sets forth: (i) the applicable services, including any Professional Services; (ii) the applicable Fees; and (iii) other mutually-agreed upon terms and conditions relating to such order. The Parties may subsequently elect to enter into additional Order Forms using a substantially similar form.
   17. "Output" means the output generated by an AI Agent by processing the Input.
   18. "Personal Information" means any information: (i) that can be used to identify, contact, or precisely locate a natural person, household or device; and (ii) defined as 'personal data,' 'personal information,' 'personally identifiable information,' or 'individually identifiable health information' under any Applicable Laws, that is processed by or on behalf of Company through the Platform.
   19. "Platform" means our proprietary all-in-one software as a service (SaaS) platform for building AI Agents and all updates and improvements thereto, together with all Documentation.
   20. "Pre-Existing IP" means all Intellectual Property Rights to any invention, work or other matter that has been or is created, conceived or reduced to practice by a Party prior to or independently of this Agreement.
   21. "Professional Services" means customization, development, data migration, integration, testing, conversion, consulting, or other services and deliverables, provided by Company to Customer as further described in the applicable Order Form.
   22. "Sensitive Information" means credit or debit card numbers; financial account numbers or wire instructions, government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, protected health information, personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of "special categories of data" under Applicable Law relating to privacy and data protection
   23. "Subscription Term" means the duration of the subscription for access to the Platform as set forth in the applicable Order Form.
   24. "Third-Party AI Models" means AI models provided by third parties, including but not limited to, any open source AI models or commercial AI models, that are used by the Platform.
   25. "Updates" means any corrections, fixes, patches, workarounds, and minor modifications denominated by version changes to the right of the decimal point (e.g., v3.0 to v3.1) to the Platform that Company provides to Customer under this Agreement. All version numbers shall be reasonably determined by Company in accordance with normal industry practice.
   26. "Usage Data" means the data that we collect in connection with our monitoring of the performance and use of the Platform by you and your Authorized Users, including, without limitation, date and time that you access the Platform, the portions of the Platform visited, the frequency and number of times such pages are accessed, the number of times the Platform is used in a given time period and other usage and performance data.
2. ORDERS. The access to the Platform, and the Support Services and Professional Services to be made available under this Agreement will be as set forth in one or more Order Forms. Each Order Form is deemed incorporated into and made a part of this Agreement. To the extent any provision set forth in an Order Form conflicts with any provision set forth elsewhere in this Agreement, the provision set forth in this Agreement shall govern, unless such Order Form includes the section numbers of this Agreement that the Parties agree no longer govern or are modified for the matters covered thereby.
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3. ACCESS TO THE PLATFORM
   1. Right to Access the Platform. Subject to the terms and conditions of this Agreement and the applicable Order Form, we hereby grant you during the Subscription Term a limited, non-exclusive, non-transferable (except as permitted under Section 15.1), non-sublicensable, revocable right and license (i) to permit your Administrative Users to access and use the Platform to build AI Agents solely for your internal business purposes; and (ii) to make AI Agents available to End Users.
   2. Modifications. We reserve the right to modify the Platform, from time to time by adding, deleting, or modifying features to improve the user experience or for other business purposes. We further reserve the right to discontinue any feature of the Platform at any time during the Term at our sole and reasonable discretion. Any such modification or discontinuance will not materially decrease the overall functionality of the Platform.
   3. Beta Features. From time to time, we may invite Customer to try "beta" features or functionalities of the Platform which are not generally available to our customers for use at no charge. Customer may accept or decline any such trial in its sole discretion. Such beta features are for evaluation purposes only and not for use, are not considered part of the Platform under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise expressly agreed to by us, any beta feature trial period will expire upon the date that a version of the beta feature becomes generally available to all of our customers for use or upon the date that we elect to discontinue such beta feature. We may discontinue beta features at any time in our sole discretion and may never make them generally available as part of the Platform. We will have no liability to Customer or any third party for any harm or damage arising out of or in connection with any use of a beta feature, and Customer's use of any beta feature is at Customer's own risk.
   4. Restrictions on Use. You shall not (and shall not authorize, permit, or encourage any third party to): (i) allow anyone other than Authorized Users to use the Platform; (ii) reverse engineer, decompile, disassemble, translate, engage in model extraction or stealing attacks, or otherwise attempt to discern the source code, interface protocols or underlying components of the Platform; (iii) modify, adapt, or translate the Platform, or any portion or component thereof; (iv) make any copies of the Platform, or any portion or component thereof; (v) resell, distribute, or sublicense the Platform, or any portion or component thereof, or use any of the foregoing for the benefit of anyone other than Customer; (vi) remove or modify any proprietary markings or restrictive legends placed on the Platform; (vii) use the Platform, or any portion or component thereof in violation of any Applicable Law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (viii) introduce, post, or upload to the Platform any Harmful Code; (ix) use the Platform in connection with service bureau, timeshare, service provider or like activity whereby you operate the Platform for the benefit of a third party; (xi) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Platform; or (xii) use output generated by any AI Agent or Platform to develop any artificial intelligence models that compete with Company's products and services.
   5. Documentation. Customer may copy and use (and permit the Authorized Users to copy and use) the Documentation solely in connection with the use of the Platform under this Agreement.
   6. Onboarding of Authorized Users. Each Authorized User will be required to create an account, which includes a username, a password, and certain additional information, including a valid email address, that will assist in authenticating the Authorized User's identity when he or she logs into the
      Platform in the future (collectively, "Log-in Credentials"). When creating an account, an Authorized User must provide true, accurate, current, and complete information. You are solely responsible for the confidentiality and use of Authorized Users' Log-in Credentials, as well as for any use, misuse, or communications entered through the Platform. You shall promptly inform us of any need to deactivate a username, password, or other Log-in Credential. We reserve the right to delete or change Authorized Users' Log-in Credentials at any time and for any reason. We will not be liable for any unauthorized use of an Authorized User's account.
   7. Hosting. During the Subscription Term, we, or our contractors, shall host the Platform, such that the Platform is available for use by your Authorized Users. We and/or our contractors shall periodically monitor the Platform to optimize performance, and shall use commercially reasonable efforts to minimize any downtime, other than for scheduled maintenance or downtime caused by reasons beyond our reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers. We will notify you of any unavailability or other issue with the Platform. You and your Authorized Users will be responsible for obtaining Internet connections and other third-party software and services necessary for them to access the Platform.
   8. Third-Party AI Models. The Platform uses Third-Party AI Models to provide the AI features and functionality. You acknowledge and understand that your use of such AI features and functionality will be governed by the terms and conditions of third parties that provide such Third-Party AI Models ("Third-Party AI Models Terms and Conditions") and your Customer Data may be used by such third parties in accordance with such Third-Party AI Models Terms and Conditions. Company has no control over the use of the Customer Data by such third parties, thus, any use of such is at your own risk and Company does not represent, undertake or warrant to any security or control of or to the Customer Data.
   9. Support Services. Company shall use commercially reasonable efforts to provide you and your Authorized Users problem resolution and technical support in connection with the Platform during the Subscription Term (the "Support Services").
   10. Publication of AI Agents. Company does not review or test AI Agents prior to allowing Customer's to make the AI Agents available to its End Users unless it has specifically agreed to in the applicable Order Form, or in its sole and absolute discretion if it reasonably believes that the AI Agent breaches any terms of this Agreement or action is required to protect the interests of Company. If Company develops the AI Agent for Customer, then Company shall notify Customer when the AI Agent is ready to be made available to End Users of Customer. Upon receipt of such notice, Customer can publish the AI Agent through the Platform which will automatically create a microsite for Customer through which Customer can make the AI Agent available to its End Users ("Customer Microsite"). For the avoidance of doubt, the Customer Microsite shall be hosted through the Platform. If Customer has created the AI Agent without any assistance or Company's involvement, then Customer can follow the steps in the Platform to publish the AI Agent through the Customer Microsite. Company may refuse to publish any AI Agent where such AI Agent does not comply with the terms of this Agreement. In the event that Company refuses to publish an AI Agent, Company will, in writing, specify the details of non-compliance and Customer shall be entitled to resubmit a modified AI Agent that is compliant with the terms of this Agreement within a timeframe agreed upon by Company and the Customer. In the event that Company refuses to publish an AI Agent for any of the reasons set forth in this Section 3.10, Customer shall not be entitled to any refund on any subscription paid to Company for use of the Platform and shall have no recourse against Company for any costs, expenses or other losses suffered by it in building the AI Agent or arising from Company's refusal to publish the AI Agent. In submitting an AI Agent for publication, Customer represents and warrants to Company that to the AI Agent complies in all respects with the terms of this Agreement.
   11. Additional Terms and Conditions For AI Agents. Customer hereby represents, warrant and covenants that Customer and its Authorized Users shall create and/or use the AI Agents only (i) in accordance with this Agreement; (ii) in a lawful manner and in compliance with all Applicable Laws; and (iii) in a manner that does not infringe or attempt to infringe, misappropriate or otherwise violate any of our intellectual property, proprietary or privacy rights or those of any third party. By creating and/or using the AI Agents, Customer and its Authorized Users agree: (i) not to engage in activity that is harmful to Company, including but not limited to, excess usage, bot/scraping behaviors, malicious software, technical attacks, prompt-based manipulation, and other off-platform abuses; (ii) not to engage in activity that is harmful to you or others or otherwise cause harm to devices, software, individuals, organizations, or society; (iii) not to engage in activity that is fraudulent, false, or misleading; (iv) not to generate defamatory, libelous, harassing, abusive, or hateful content using the AI Agents; (v) not to use AI Agents to create or share adult content, violence or gore, hateful content, terrorism and violent extremist content, glorification of violence, child sexual exploitation or abuse material, or content that is otherwise disturbing or offensive; (vi) not to use the AI Agents to circumvent, disable or otherwise interfere with security-related features and passwords or impersonate others; (viii) not to use the AI Agents or any Output to develop any service or product that is the same as (or substantially similar to), or otherwise competitive with, the AI Agents and/or our products and services; (ix) not to engage in any illegal activity or in any activity that has a high risk of physical or economic harm; and/or (x) represent that Output was human-generated when it was not. AI Agents may may block any Inputs or Outputs that violate this Agreement, or that are likely to lead to the creation of material that violates this Agreement. Abuse of the AI Agents, such as repeated attempts to produce prohibited content or other violations of this Agreement, may result in service or account suspension and/or cancelation.
   12. Privacy Policy. Authorized Users use of the Platform may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy (located at https://www.appypeople.ai/privacy-policy), which is hereby incorporated by reference in its entirety.
4. PROFESSIONAL SERVICES.

All Professional Services to be provided by Company to Customer will be set forth in the applicable Order Form. Company shall own all right, title, and interest, including, without limitation, all intellectual property rights, in and to all deliverables, customizations, functionalities, and other work product created by Company in the performance of the Professional Services, including but not limited to, any AI Agents (collectively, "Work Product"); provided, however, that upon the full payment of the applicable Professional Services fees, Customer shall have a license to use the Work Product through the Platform as set forth in Section 3.1 subject to the terms and conditions of this Agreement including the restrictions in Section 3.4.

1. CUSTOMER DATA; END USER DATA.
   1. Customer Data. Subject to the terms and conditions of this Agreement, Customer hereby grants us a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display, and distribute the Customer Data during the Term for the purpose of providing the Platform, Support Services and Professional Services. You will have sole responsibility for the accuracy, quality, and legality of your Customer Data.
   2. End User Data. Subject to the terms and conditions of this Agreement, Customer hereby grants us a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display, and distribute the End User Data (i) during the Term for the purpose of providing the AI Agent through the Customer Microsite; and (ii) to train the AI/ML models to improve the AI Agent, including but not limited to improving the AI Agent's accuracy and efficiency and quality of Output. You will have sole responsibility for the accuracy, quality, and legality of End User Data
   3. Aggregated Data. Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, the Customer Data, as well as any Usage Data that we may collect, in an anonymous and aggregated form ("Aggregate Data") for the purposes of operating, maintaining, managing, and improving our products and services including the Platform and the Services. Aggregate Data does not identify Customer or any individual. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.
   4. Data Security. We (and any third-party hosting provider that we may engage) will employ commercially reasonable physical, administrative, and technical safeguards to secure the Customer Data, from unauthorized use or disclosure.
2. INTELLECTUAL PROPERTY.
   1. Ownership of Company IP. As between the Parties, all right, title, and interest in and to the Platform, the Work Product, the AI Agents, the Documentation, the Aggregate Data, the Usage Data, and the Company Pre-Existing IP, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all Intellectual Property Rights therein, are and will remain the sole and exclusive property of Company (collectively, the "Company IP").
   2. Ownership of Customer IP. Subject to Section 5, Customer owns all right, title and interest in and to any information, materials, specifications, data and Customer Pre-Existing IP that Customer provides to Company in connection with this Agreement or incorporates into the AI Agent, Customer Data, End User Data and subject to Third-Party AI Models Terms and Conditions, Output, together with all Intellectual Property Rights therein (collectively, the "Customer IP").
3. License to Customer IP. In addition to the rights granted in Section 5, Customer hereby grants Company a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, and modify Customer IP for the purpose of performing Company's obligations under this Agreement. Customer understands that Company is in the business of providing services drawing upon the knowledge, understanding and expertise Company has gained in the course of working with many individual customers. Nothing in this Agreement shall be deemed to limit Company's use of any general know-how or knowledge that Company had prior to entering this Agreement or that Company obtains during its performance under this Agreement, provided that the foregoing shall not permit Company to use Customer's Confidential Information for any purpose other than to perform its obligations under this Agreement.
   1. Output. Customer is solely responsible for all use of the Outputs and for evaluating the accuracy and appropriateness of Output for End User's use, including by utilizing human view as appropriate. Customer acknowledges that due to the nature of artificial intelligence and machine learning, Output may not be unique and may include inaccurate responses and multiple users may receive similar content from AI Agents. Before using any Output, you are solely responsible for reviewing the Output for accuracy, safety, and compliance with Applicable Laws and acceptable use policies.
4. CONFIDENTIALITY; FEEDBACK.
   1. Confidentiality Obligations. At all times, the Receiving Party will protect and preserve the Confidential Information of the Disclosing Party as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement. The Receiving Party may disclose, distribute, or disseminate the Disclosing Party's Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors, or agents (its "Representatives"), provided that the Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will not disclose, distribute, or disseminate the Confidential Information to any third party, other than its Representatives, without the prior written consent of the Disclosing Party. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives. If the Receiving Party is legally compelled to disclose any of the Disclosing Party's Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed, and will use its best efforts to insure that confidential treatment will be afforded such disclosed portion of the Confidential Information.
   2. Irreparable Injury. Each Party acknowledges that the other Party may be irreparably harmed by any breach of this Section, and agrees that such other Party may seek, in any court of appropriate jurisdiction, an injunction and/or any other equitable relief necessary to prevent or cure any such actual or threatened breach thereof, without the necessity of proving monetary damages or posting a bond or other security. The preceding sentence shall in no way limit any other legal or equitable remedy, including monetary damages, the non-breaching Party would otherwise have under or with regard to this Agreement.
   3. Feedback. During the Term, you, your Authorized Users and your End Users may elect to provide us with feedback, comments, and suggestions with respect to the Services, the App, or the Platform ("Feedback"). Customer agrees that Company will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to Customer or any Authorized User or End User.
5. REPRESENTATIONS AND WARRANTIES; OUR DISCLAIMER.
   1. Representations and Warranties. Each Party represents and warrants to the other Party that: (i) to the extent it is an entity, it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby constitute a valid and binding agreement of such Party; (iii) the individual accepting this Agreement on behalf of a legal entity has the authority to bind such entity to this Agreement; (iv) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder; and (v) it will perform its obligations under this Agreement in compliance with all Applicable Laws.
   2. Additional Representations and Warranties of Company. In addition to the representations and warranties set forth in Section 8.1, Company represents and warrants that the Professional Services and Support Services shall be performed in a professional and workmanlike manner.
   3. Representations and Warranties of Customer. In addition to the representations and warranties set forth in Section 8.1, Customer represents and warrants that: (i) Customer has all rights and permissions necessary for Customer to provide Company with or grant Company access to and use of all Customer Data and End User Data, (ii) Customer has obtained all necessary and appropriate consents, permissions, and authorizations in accordance with all applicable laws and regulations with respect to the Customer Data ad End User Data provided hereunder, (iii) Customer has provided legally adequate privacy notices and terms of use for the Customer Microsite and obtained necessary consents for the processing of End User Data, including any Personal Information provided by End Users through the Customer Microsite and/or any AI Agent; and (iv) Customer and its Authorized User will not submit any Sensitive Data through the Platform, Customer Microsite or any AI Agent.
   4. Our Disclaimer. ALTHOUGH THE OUTPUT CAN BE USED AS AN AID TO CUSTOMER AND ITS AUTHORIZED USERS TO MAKE INFORMED BUSINESS DECISIONS, THE OUTPUT IS NOT MEANT TO SUBSTITUTE LEGAL OR BUSINESS ADVICE OR CUSTOMER'S OR ANY AUTHORIZED USER'S EXERCISE OF THEIR OWN BUSINESS JUDGMENT. ANY SUCH DECISIONS OR JUDGMENTS ARE MADE AT SUCH PARTY'S SOLE DISCRETION AND ELECTION. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1 AND SECTION 8.2, THE PLATFORM, THE SUPPORT SERVICES, THE PROFESSIONAL SERVICES, THE OUTPUT, ANY BETA FEATURES, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS AND INFORMATION PROVIDED BY COMPANY HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND NEITHER COMPANY NOR OUR SUPPLIERS OR SERVICE PROVIDERS MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND COMPANY HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. THE PLATFORM, THE SUPPORT SERVICES, THE PROFESSIONAL SERVICES, AND THE OUTPUT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. COMPANY DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION TO YOU OR ANY AUTHORIZED USER REGARDING THE USE OR PERFORMANCE OF THE PLATFORM, OR ANY COMPONENT THEREOF OR ANY OUTPUT. COMPANY WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE PLATFORM, THE SUPPORT SERVICES, THE PROFESSIONAL SERVICES, CUSTOMER MICROSITE, ANY AI AGENTS AND/OR THE OUTPUT. COMPANY IS NOT RESPONSIBLE FOR ANY DECISIONS TAKEN BY YOU OR ANY OF YOUR AUTHORIZED USERS BASED ON THE OUTPUT. CUSTOMER AND EACH AUTHORIZED USER AGREES THAT ITS USE OF THE PLATFORM, THE CUSTOMER MICROSITE, ANY AI AGENTS, THE OUTPUT, OR ANY COMPONENT THEREOF IS ENTIRELY AT ITS OWN RISK. TO THE EXTENT THAT WE MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
6. LIMITATION OF LIABILITY.
   1. Liability Exclusion. SUBJECT TO SECTION 9.3, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH OTHER PARTY'S RIGHTS) FOR CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF USE, OR LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT, OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.
   2. Limitation of Damages. SUBJECT TO SECTION 9.3, EACH PARTY'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID AND PAYABLE TO COMPANY BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ARISES.
   3. Exceptions. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 9.1 AND SECTION 9.2 SHALL NOT APPLY TO: (i) A PARTY'S INDEMNIFICATION OBLIGATIONS; (ii) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (iii) A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR (iv) CUSTOMER'S FAILURE TO PAY ANY UNDISPUTED SUMS DUE HEREUNDER, BREACH OF SECTION 3.4 (RESTRICTIONS ON USE) OR BREACH OF SECTION 3.11 (ADDITIONAL TERMS AND CONDITIONS FOR AI AGENTS**)**.
7. INDEMNIFICATION.
   1. Indemnification by Customer. You will indemnify, defend, and hold Company, our Affiliates, our suppliers and service providers, and our and their respective Representatives harmless from and against any and all liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") incurred by any of such parties in connection with any third-party action, claim, or proceeding (each, a "Claim") arising from: (i) your or any of your Authorized Users' breach or violation of this Agreement, including any of your representations and warranties hereunder; (ii) AI Agents, Customer Data or End User Data; (iii) your or any of your Authorized User's gross negligence or willful misconduct or violation of Applicable Law; or (iv) your End Users' use of any AI Agents.
   2. Indemnification by Company. Company will indemnify, defend, and hold Customer and its Representatives harmless from and against any and Losses incurred by any such parties in connection with any Claim (i) arising from Company's gross negligence or willful misconduct, or (ii) alleging that the Platform (other than any Customer Data, End User Data or AI Agents), or your use thereof in accordance with this Agreement infringes or misappropriates any third-party intellectual property rights (an "Infringement Claim"). In the event that we reasonably determine that the Platform (other than any Customer Data, End User Data or AI Agents), is likely to be the subject of a third-party Claim, we will have the right (but not the obligation), at our own expense, to: (a) procure for you the right to continue to use the Platform as provided in this Agreement; (b) replace the infringing components of Platform with other components with equivalent functionality; or (c) suitably modify the Platform so that it is non-infringing and functionally equivalent. If none of the foregoing options are available to us on commercially reasonable terms, we may terminate this Agreement and provide you a pro-rate refund of unused portion of any Fees that you have prepaid with respect to the infringing component. Notwithstanding the foregoing, we are not obligated to indemnify, defend, or hold Customer or its Representatives harmless with respect to any Infringement Claim to the extent the Infringement Claim arises from or is based upon (w) your or your Authorized Users' use of the Platform or Customer Microsite and /or your End Users' use of any AI Agent not in accordance with the Documentation or this Agreement; (x) any unauthorized modifications, alterations, or implementations of the Platform, Customer Microsite and/or any AI Agent made by or on behalf of Customer (other than by Company); (y) use of the Platform, Customer Microsite and/or any AI Agent in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or expressly permitted in writing by us; or (z) use of the Platform, Customer Microsite and/or any AI Agent in a manner or for a purpose for which it was not designed. This Section 10.2 states Customer's sole and exclusive remedy, and our sole and exclusive liability, regarding any Infringement Claim.
   3. Procedure. The indemnification obligations set forth in Section 10.1 and Section 10.2 are subject to the indemnified Party: (i) promptly notifying the indemnifying Party of the Claim (provided that failure to provide prompt written notice to of such Claim will not alleviate the indemnifying Party of its obligations under this Section 10 to the extent any associated delay does not materially prejudice or impair the defense of the related Claim); (ii) providing the indemnifying Party, at its sole cost and expense, with reasonable cooperation in the defense of the Claim; and (iii) providing the indemnifying Party with sole control over the defense and negotiations for a settlement or compromise of the Claim, provided that the indemnifying Party may not make any admission of liability on behalf of the indemnified Party without the indemnified Party's approval.
8. FEES AND PAYMENT.
   1. Fees and Taxes. All Fees are due and payable as set forth below. Fees are in addition to and do not include any federal, provincial, or local sales, PST, GST, HST, VAT, foreign withholding, use, property, excise, service, or similar transaction taxes ("Taxes") now or hereafter levied, all of which will be for your account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to us prior to the execution of this Agreement. If we are required to collect and remit Taxes on your behalf, we will invoice you for such Taxes, and you will pay us for such Taxes in accordance with Section 11.2. You hereby agree to defend, indemnify, and hold harmless us, our suppliers, our hosting providers, and our and their respective officers, directors, managers, employees, contractors and agents from any and all liabilities, costs, and expenses (including reasonable attorneys' fees) in connection with any Taxes and related costs, interest, and penalties paid or payable by us on your behalf. For the avoidance of doubt, we will only be responsible for any taxes related to our income, property, franchise, or employees.
   2. Payments. We will invoice you for the Fees and any applicable Taxes. All amounts are due and payable to us in accordance with the payment terms set forth on the applicable Order Form without setoff or deduction. All amounts due under this Agreement shall be paid by credit card, ACH or wire transfer, or other payment method agreed to by us in writing. If you choose to pay by credit card, you hereby authorize us to charge your credit card on file for the Fees, Expenses and applicable Taxes in accordance with this Section. You further authorize us to use a third party to process such payments, and hereby consent to the disclosure of your billing information to such third party. You shall promptly provide us with updated credit card information in the event that your credit card on file is no longer valid. If the credit card information on file with us is not valid at any time during the Term, or if your credit card cannot be processed on any payment date, (i) you hereby authorize us to continue to attempt to charge the amounts due until such amounts are paid in full; and (ii) we reserve the right to immediately terminate this Agreement, or suspend Authorized User(s) and End User(s) access to the Platform, Customer Microsite and any AI Agents, in whole or in part, at our sole discretion.
   3. Expenses. You will reimburse us for any reasonable, documented, out-of-pocket expenses ("Expenses") actually incurred by us in connection with the performance of the Services that you have approved in advance, that are set forth in the applicable Statement of Work.
   4. Late Payments. In the event that any invoiced amount is not received by us by the due date as set forth in Section 11.2, then without limiting our rights and remedies, we may: (i) charge interest on the outstanding balance (at a rate not to exceed the lesser of one percent (1%) per month or the maximum rate permitted by law); (ii) condition future provision of Services on payment terms shorter than those specified in Section 11.2; (iii) suspend access pursuant to Section 12.3; and/or (iv) terminate this Agreement in accordance with and pursuant to Section 12.2.
   5. Non-Refundable. Unless otherwise expressly provided for in this Agreement, all Fees paid under this Agreement are non-refundable.
   6. No Contingency for Future Commitments. You agree that payment of the Fees under this Agreement is not contingent on the delivery of any future Platform functionalities, or features, or any other future commitments.
9. TERM AND TERMINATION.
   1. Term. The initial term of this Agreement commences on the Effective Date and continues in full force and effect for a period of 1 year, unless earlier terminated pursuant to Section 12.2 (the "Initial Term"). Upon expiration of the Initial Term, this Agreement will automatically renew for a successive one (1) year renewal terms (each, a "Renewal Term" and collectively, with the Initial Term, the "Term"), unless either Party notifies the other Party of its intent to not renew at least thirty (30) days prior to the expiration of the then-current Term. The term of each Order Form will be set forth in the applicable Order Form.
   2. Termination.
      1. Either Party may terminate this Agreement: (i) upon thirty (30) days' notice to the other Party if the other Party breaches a material term of this Agreement, and the breach remains uncured at the expiration of such thirty (30) day period; or (ii) immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.
      2. We may terminate this Agreement for convenience upon thirty (30) days' written notice to you.
      3. We may terminate this Agreement upon written notice to you under the limited circumstances set forth in Section 10.2.
   3. Suspension for Non-Payment. We may suspend your access to the Platform, Customer Microsite, or any AI Agents upon written notice to you if any undisputed invoiced amount due to us is past due. We will not suspend your access while you are disputing any invoiced amount due to us reasonably and in good faith and are cooperating diligently to resolve the dispute. If your access is suspended for non-payment, we may charge a re-activation fee to reinstate the access. You will promptly reimburse us for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees we incur, to the extent necessitated by your refusal to pay any invoiced amounts that you are not disputing in good faith.
   4. Suspension for Prohibited Acts. We may suspend any Authorized Users' access to the Platform, Customer Microsite, or any AI Agents immediately: (i) if we determine that you and/or your Authorized Users are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers; (ii) if we determine that you and/or your Authorized Users have violated Section 3.4 or Section 3.11 of this Agreement; and/or (iii) if your and/or your Authorized Users is creating a security vulnerability for the Platform, Customer Microsite, or any AI Agents or others or consuming excessive bandwidth or storage. We may charge a re-activation fee to reinstate your access.
   5. Effect of Termination. Upon termination or expiration of this Agreement: (i) we will stop providing the Support Services and Professional Services, and you will stop all access to and use of the Platform, Customer Microsite, or any AI Agents; (ii) you will promptly pay all unpaid Fees and applicable Taxes due through the end of the Term; and (iii) each Party will either return to the Disclosing Party (or, at such Disclosing Party's instruction, destroy and provide such Disclosing Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such Disclosing Party's Confidential Information that are in the Receiving Party's possession or control.
   6. Survival. The following provisions will survive termination of this Agreement: Section 1 ("Definitions"), Section 5 ("Customer Data; End User Data"), Section 6 ("Intellectual Property"), Section 7 ("Confidentiality; Feedback"), Section 8 ("Representations and Warranties; Our Disclaimer"), Section 9 ("Limitation of Liability"), Section 10 ("Indemnification"), Section 12.4 ("Effect of Termination"), this Section 12.6 ("Survival"), Section 13 ("Binding Arbitration"), Section 14 ("Class Action Waiver"), and Section 15 ("General Provisions").
10. BINDING ARBITRATION

In the event of a dispute arising under or relating to this Agreement, the Platform, AI Agent, or any products or services (each, a "Dispute"), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act ("FAA"). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT'S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS' Streamlined Arbitration Rules and Procedures. All applicable JAMS' rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator's award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

1. CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

1. GENERAL PROVISIONS.
   1. Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other Party; provided, however, that Company may, upon written notice to you, assign or otherwise transfer this Agreement: (i) to any of its Affiliates; or (ii) in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise). Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.
   2. Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy.
   3. Publicity. Except as set forth in the applicable Order Form, neither Party shall make any public announcements, press releases, or other news releases (whether in the form of news releases, advertising or solicitation materials, or blog or social media postings) related to or in connection with this Agreement nor use the other Party's name, trademarks, services marks or logos without the other Party's express written permission.
   4. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to conflict of law principles. For disputes that are not subject to binding arbitration under Section 13, each Party hereby irrevocably and unconditionally agrees that any legal action or suit related to this Agreement may be brought in any state or federal court of competent jurisdiction sitting in the State of Delaware.
   5. Notices. All notices that we are required to give you under this Agreement may be given via your dashboard on the Platform, and will be effective as of the date we post such notice. All notices that you are required to give us under this Agreement must be in writing and will be delivered either personally or by e-mail, national overnight courier. Notices from you will be effective upon actual delivery to and receipt by us.
   6. Independent Contractors. The Parties are independent contractors. Neither Party will be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other Party for any purpose, and neither Party will have any right, power, or authority to obligate the other Party.
   7. Severability. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement will remain in full force and effect. Any provision of this Agreement, which is unenforceable in any jurisdiction, will be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.
   8. Force Majeure. Neither Party will be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, COVID-19, quarantine restrictions, freight embargoes, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers (collectively, "Force Majeure Event"). When such Force Majeure Event arises, either Party shall notify the other immediately in writing of its failure to perform, describing the cause of failure and how it affects performance, and the anticipated duration of the inability to perform. For the avoidance of doubt, nothing in this Section 13.8 shall be construed to excuse any payment obligations hereunder.
   9. Third-Party Beneficiaries. Except as set forth in this Agreement, the Parties agree that there are no third-party beneficiaries under this Agreement.
   10. Complete Understanding. This Agreement together with all attached Schedules, constitutes the final and complete agreement between you and us regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between us, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements. We may modify this Agreement at any time by posting such modification on the Platform, and any such modification shall go into effect on the Last Updated date set forth in the modified Agreement. It is Customer's responsibility to check for such modifications.

CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.