Terms and Conditions

Effective and Last Updated: July 31, 2026

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICES OR OTHERWISE AGREEING TO THIS AGREEMENT, YOU UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT AND RECOGNIZE THAT YOU MAY BE WAIVING CERTAIN RIGHTS.

These Terms and Conditions (“Agreement”) constitute a legally binding agreement between the entity using and accessing the Services (as defined below) (“Customer,” “you,” or “your”) and Quipli, Inc. (“Company,” “we,” “us,” or “our”) and governs your access to and use of our systems, services, and other Software (as defined below) provided to you as outlined in the applicable Order Form signed by you and us (collectively, “Services”). Company and Customer may be individually referred to as a “Party” or collectively as the “Parties” to this Agreement. Any defined terms not defined herein shall have the meaning set forth in the applicable Order Form. By continuing to access and use the Services, you agree that such use is legally sufficient consideration under this Agreement.

THIS AGREEMENT CONTAINS PROVISIONS THAT MAY LIMIT YOUR RIGHTS TO BRING AN ACTION IN COURT, AND HAVE DISPUTES DECIDED BY A JURY, AS WELL AS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

CONTINUED ACCESS AND USE OF THE SERVICES AFTER CHANGES HAVE BEEN MADE TO THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE REVISED AGREEMENT THEN IN EFFECT. YOU AGREE THAT YOU WILL REVIEW THIS AGREEMENT PERIODICALLY AND THAT YOU SHALL BE BOUND BY THIS AGREEMENT AND ANY MODIFICATIONS TO IT.

If you are an individual accessing or using the Services on behalf of, or for the benefit of a Customer, then you are agreeing to this Agreement on behalf of yourself and such Customer, and you represent and warrant that you have the legal authority to bind such Customer to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Services and to any such Customer.

1. SERVICES AND SUPPORT

1.1 License and Access to Services. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. Subject to Customer’s ongoing compliance with this Agreement, Company grants to Customer a non-exclusive, non-transferable, royalty-free, and revocable right and license during the applicable Term (defined below) solely to access and use the Services solely for Customer’s internal business purposes. All intellectual property rights associated with the Services, and related goodwill, are proprietary to us or our licensors. You do not acquire any right, title, or interest in any portion of the Services by accessing or using the Services. Any rights not expressly granted herein are reserved.

1.2 Accounts. To access or use the Services, the Customer will need to register for an account (“Account”). As part of the registration process for the Account, Customer will identify an administrative username and password for Customer’s Company Account. End users of Customer who access the Customer-branded home page and engage with the Services in order to rent, lease, or otherwise procure Customer products (the “End User(s)”) may likewise be required to establish an Account with login credentials, including a username and password in order to interact with the Services. Company reserves the right to refuse registration of an Account or cancel passwords for any reason including any Account: (a) it deems inappropriate; (b) that is already being used by someone else; (c) that may be construed as impersonating another person or that belongs to another person; or (d) that violates the intellectual property or other rights of any person. Customer warrants and agrees that it shall require all End Users to maintain and update their Account information as necessary. End Users are solely responsible for all activities conducted under their respective Accounts. In the event that an End User's Account information has been subject to a breach of security or any other unauthorized access, Customer agrees to notify Company immediately upon becoming aware of such breach or unauthorized access. WE EXPLICITLY DISCLAIM LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM CUSTOMER OR END USERS FAILING TO COMPLY WITH THIS SECTION.

1.3 Technical Support. Subject to the terms hereof, Company will provide Customer with reasonable technical support services Monday through Friday between the hours of 8AM-6PM Eastern Standard Time, excluding holidays

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Software and Customer Restrictions. As part of the Services, Customer and/or its End Users may have access to and use software, documentation or data related to the Services (“Software”). Customer will not, and will not allow any End Users to, directly or indirectly: (a) 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; (b) modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by Company or authorized within the Services); (c) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party not expressly authorized by us or this Agreement; or remove any proprietary notices or labels; (d) use the Services in violation of applicable laws and regulations; (e) post, upload, share, transmit, distribute, facilitate distribution of, or otherwise make available to or through the Services any content that is unlawful, unsolicited, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising; (f) transmit through the Services any sensitive personally identifiable information about yourself or third parties, such as social security, credit card or bank account numbers, health or medical information, or other information concerning personal matters, unless specifically requested by us; (g) reproduce, duplicate, copy, publicly display, frame, mirror, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services; (h) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services, or express or imply that we endorse any statement you make; (i) use or attempt to use another user’s Account or distribute, license, transfer, or sell an Account to another person without our consent; (j) build a competitive product or service using the Services, build a product or service using similar ideas, features, functions, or graphics as the Services or determine whether the Services, in whole or in part, is within the scope of any patent; or (k) interfere in any manner with the operation or hosting of the Services or monitor the availability, performance, or functionality of the Services. We may revoke any Customer's or its End Users' access to the Services at any time if any portion of this Section is violated.

2.2 Data Protection. The Parties understand that Personal Information (as defined below) may be exchanged as part of the Services provided to Customer. In such an event, the Parties agree to the terms and conditions of the Data Processing Addendum (“DPA”) attached hereto as Exhibit A, which are hereby incorporated into and made a part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of the DPA with respect to the processing of Personal Information, the terms of the DPA shall control.

2.3 Customer and End User Data. In connection with Customer’s use of the Services, certain information pertaining to Customer will be captured by the Services or otherwise provided or made available to Company by Customer ( “Customer Data”). Likewise, in connection with each End User’s use of the Services, certain information pertaining to End Users will also be captured by the Services or otherwise provided or made available to Company by Customer or directly by the End User (“End User Data”). Customer Data and End User Data may include Personal Information of Customer or End Users, including without limitation name, address, phone number, email address, physical address, date of birth, and payment information, which shall be subject to Section 2.2 of this Agreement. Customer is solely responsible for End User Data and Customer Data and acknowledges and agrees that Company: (a) is not involved in the creation or origination of End User Data or Customer Data, (b) disclaims any responsibility for End User Data or Customer Data, (c) cannot be liable for claims arising out of or relating to End User Data or Customer Data, and (d) is not obligated to monitor, review, or remove End User Data or Customer Data, but reserves the right to limit or remove End User Data or Customer Data on the Services at its sole discretion. Customer hereby represents and warrants to Company that Customer has obtained all necessary authorization and permission to collect, process, and disclose End User Data to Customer, and that End User Data and the Customer Data (i) will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (ii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy; (iii) will not be obscene or contain pornography or be harmful to minors; and (iv) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

2.4 End User Terms. Customer acknowledges and agrees that Customer is solely responsible for ensuring that prior to accessing or using the Services, each End User has been presented with the Company Privacy Policy, and has accepted, the Company End User Terms of Service (“End User Terms”). Customer is responsible for ensuring that all End Users comply with the End User Terms and any applicable provisions of this Agreement. In the event that an End User fails to agree to the End User Terms, Customer shall not permit such End User to access or use the Services. Customer shall remain liable to Company for any acts or omissions of its End Users in connection with the Services, including any breach of the End User Terms. Customer acknowledges that Company may update the End User Terms from time to time, and Customer shall ensure that End Users are made aware of and agree to any such updates as a condition of continued access to the Services.

2.5 Payment Processing. Payment processing services for End Users are provided by a third party (including, for example, Stripe), and Customer acknowledges and agrees that as part of Customer’s onboarding process for the Services, Customer will be required to accept the terms of service and any other related agreements as may be reasonably required by the payment processing services provider. In order to facilitate End Users’ payment for Customer’s services as part of the Company Services, Customer hereby grants to Company the right to enable payments acceptance on Customer’s behalf (as relates to payments from End Users), and the right to access and view Customer Account and End User transaction-related payment data.

2.6 Third Party Providers and Services. The Services may contain links to, or integrations with, third-party websites, applications, or services that are not owned or controlled by Company (collectively, “Third Party Services”). Customer shall be responsible for obtaining and maintaining any Third Party 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. Customer shall also be responsible for maintaining the security of the Third Party Services and Company does not endorse and assumes no responsibility or liability for the content, privacy policies, practices, or availability of any such Third Party Services. Customer acknowledges and agrees that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with Customer's use of or reliance on any Third Party Services accessible through or linked to the Services. Customer's use of any Third Party Services is solely at Customer's own risk and subject to such third party's terms and conditions. Company reserves the right to disable or remove any links to or integrations with Third Party Services at any time without notice or liability to Customer.

2.7 Updates. Company may, from time to time, in its sole discretion, develop and provide updates to any portion of the Services or Software provided herein. Customer acknowledges and agrees that certain updates may be necessary or desirable and, as such, Customer agrees to promptly: (a) grant Company reasonable access to Customer equipment or software to implement such updates, if required; and (b) install or otherwise implement any and all updates Company may provide in connection with the Services. Any updates to the Services provided under this Section shall be treated as part of the overall Services for purposes of this Agreement.

2.8 AI Services. To the extent the Services provided to Customer utilize any AI Services (as defined below), Customer agrees to the terms and conditions set forth in Exhibit B (AI Addendum), which is attached hereto and hereby incorporated into and made a part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of the AI Addendum, the AI Addendum shall control solely with respect to the subject matter thereof.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Confidentiality.

(a) Confidential Information and Obligations. 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 “Confidential Information” of the Disclosing Party). Confidential Information of Company includes any non-public information regarding features, functionality and performance of the Service, including any related documentation, performance data, security functionalities, Software, and any other information related to the Services. The Receiving Party agrees to: (i) keep all such Confidential Information of the Disclosing Party strictly confidential; (ii) use at least the same safeguards as it uses to protect its own Confidential Information of comparable value or sensitivity, but in no event less than a reasonable degree of care; (iii) not use Confidential Information of the Disclosing Party for any other purpose other than to carry out its performance of its obligations or exercise of its rights under this Agreement; and (iv) not transfer, display, or otherwise disclose or make available such Confidential Information to any third party other than the Receiving Party’s directors, officers, employees, or agents to the extent such persons are bound by confidentiality commitments and use restrictions at least as restrictive as those in this Agreement and have a legitimate need to know the Confidential Information in order for the Receiving Party to perform its obligations or exercise its rights under this Agreement. The obligations and restrictions set forth herein shall apply for the duration of the Term (defined below) and apply for five (5) years following termination or expiration of this Agreement.

(b) Restrictions on Use of Confidential Information. The Receiving Party may, without violating the obligations of this Agreement, disclose Confidential Information to the extent required by a valid court or government order, provided that the Receiving Party: (i) to the extent legally permitted, provides the Disclosing Party with reasonable prior written notice of such disclosure; and (ii) uses reasonable efforts to limit disclosure and to obtain, or to assist the Disclosing Party in obtaining, confidential treatment or a protective order preventing or limiting the disclosure, while allowing the Disclosing Party to participate in the proceeding.

(c) Exceptions. The foregoing obligations apply to all Confidential Information of the Disclosing Party, unless and until such time as the Receiving Party can demonstrate with competent evidence that: (i) such Confidential Information is or became generally available to the public, through lawful means and through no fault of the Receiving Party and without breach of this Agreement; (ii) such Confidential Information is or was already rightfully in the possession of the Receiving Party without restriction and prior to any disclosure by the Disclosing Party; (iii) such Confidential Information is or has been lawfully disclosed to the Receiving Party by a third party without an obligation of confidentiality upon the Confidential Information; or (iv) the Receiving Party can prove that such Confidential Information was developed independently by the Receiving Party without access to, use of or reference to the Confidential Information disclosed by the Disclosing Party.

3.2 Customer Proprietary Rights. As between Customer and Company, Customer shall own all right, title and interest in and to the Customer Data, Customer Confidential Information, and Customer’s name, logo, trademarks, or other promotional graphics (“Customer Marks”). Customer grants Company a worldwide, revocable (subject to this Agreement), royalty‑free, fully‑paid, transferable, and sublicensable license to access, process, use, reproduce, adapt, and otherwise exploit Customer Confidential Information, Customer Data, and Customer Marks as necessary to provide the Services (including, without limitation, for purposes of provision, planning, support, administration and invoicing related to Customer’s use of the Services), as permitted by this Agreement, and to generate, use, improve, create enhancements to or new offerings related to, and commercialize the Services, provided that no Customer Confidential Information, Customer Data, and Customer Marks are incorporated or contained within public use of such enhancements or new offerings.

3.3 Company Proprietary Rights. As between Customer and Company, Company shall own and retain all right, title and interest in and to: (a) the Services and Software, and all improvements, enhancements or modifications thereto; (b) any software, applications, inventions or other technology developed in connection with the Implementation Services or support; (c) any works of authorship, concepts, know-how, improvements, or other content created, conceived, developed, or reduced to practice by Company in connection with its performance of any of the Services; (d) Analytics Data, Feedback, and Company Confidential Information; and (e) all intellectual property rights related to any of the foregoing. Except for the express rights granted herein, Company does not grant any other licenses or access, whether express or implied, or any ownership rights to the Services, Company Confidential Information, documentation, Analytics Data, Feedback, or any intellectual property rights related thereto. All rights not expressly granted herein are reserved by Company, and no other licenses are granted herein by implication, estoppel or otherwise.

3.4 Analytical Data. 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, End User Data, and data derived therefrom (collectively, “Analytics Data”). Company represents and warrants that: (a) Company's collection, use, and analysis of Analytics Data shall at all times comply with all applicable laws, rules, and regulations; and (b) any Analytics Data used or disclosed by Company shall be in aggregated and de-identified form such that neither Customer nor End Users can be identified. Company does not claim any ownership rights in any such End User Data or Customer Data. For the avoidance of doubt, Company's rights under this Section are in addition to, and not in limitation of, Company's rights to use data for AI training purposes as set forth in Exhibit B (AI Addendum). No rights or licenses are granted except as expressly set forth herein.

3.5 Feedback. If Customer sends, transmits, or otherwise communicates any ideas, suggestions, recommendations, or the like with respect to the Services, (together with all associated intellectual property rights, “Feedback”), all such Feedback is and will be exclusively owned by Company, and Customer hereby assigns to Company all right, title, and interest in, and Company is free to use, without any attribution or compensation to Customer, any ideas, know-how, concepts, techniques, and all applicable intellectual property rights relating to the Feedback for any legal purpose whatsoever provided that such feedback shall not identify Customer or End Users in Customer’s public use of such Feedback.

4. PAYMENT OF FEES

4.1 Fees. Customer will pay Company the then applicable Fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (“Fees”). Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department. Upon termination of this Agreement for cause pursuant to Section 5.2, Customer shall immediately pay to the Company all outstanding fees, expenses, and charges for Services rendered through the effective date of termination, including any accrued but unpaid amounts, applicable late payment interest, and all reasonable costs and expenses incurred by the Company in connection with such termination, regardless of which party initiated the termination or the grounds therefor, and the Company shall have no further obligation to perform any Services under this Agreement. Unless otherwise stated, Company shall not refund any Fees paid by Customer.

4.2 Billing. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

4.3 Dispute Charge Fee. In the event of a dispute initiated by an End User with any rental transaction, a fifteen dollar ($15) fee will be charged to the Customer to cover the cost incurred by Company from our payment processor. This fee is non-refundable and will be added to the Customer’s account balance. By using the Services, the Customer agrees to this charge and acknowledges that it is a pass-through cost from our payment processor.

5. TERM AND TERMINATION

5.1 Term. The term of this Agreement shall be outlined within the applicable Order Form (“Term”).

5.2 Termination for Cause. Either the Company or Customer may terminate this Agreement if (a) either Party materially breaches any of the terms or conditions of this Agreement and such breach remains uncured after thirty (30) days from the date of the breaching Party’s receipt of such notice; or (b) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors that is not dismissed within sixty (60) days of the commencement thereof. Customer will pay in full for the Services up to and including the last day on which the Services are provided.

5.3 Effect of Termination. Upon any termination or expiration of this Agreement, Customer’s and End User’s right to access or use the Services shall be immediately terminated and Customer and all End Users shall immediately cease all use of such Services. If Company is in possession of any Customer Data, Company will use commercially reasonable efforts to return or delete all Customer Data in Company systems. To the extent allowed by the functionality of Services, Customer is solely responsible for retrieving any Customer Data through export or download of the data as permitted through the functionality of the Services prior to expiration or termination of the Agreement. To the extent return or deletion of Customer Data is not commercially feasible or if Company is required to keep any Customer Data to comply with laws, then Company agrees to keep such data in compliance with this Agreement and applicable law. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with 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. HOWEVER, COMPANY AND ITS THIRD PARTY SUPPLIERS DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT OR ITS THIRD PARTY SUPPLIERS 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 FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PRIOR TO USING ANY LEASE TEMPLATE(S) PURCHASED UNDER THIS AGREEMENT, SUCH LEASE TEMPLATE(S) SHOULD BE REVIEWED BY AN ATTORNEY LICENSED TO PRACTICE IN THE JURISDICTION WHERE CUSTOMER INTENDS TO USE THE LEASE TEMPLATE, AND CUSTOMER ACKNOWLEDGES AND AGREES THAT BY MAKING AVAILABLE THE LEASE TEMPLATES, COMPANY IS NOT PROVIDING LEGAL ADVICE OF ANY KIND TO CUSTOMER. CUSTOMER RETAINS SOLE AUTHORITY OVER AND RESPONSIBILITY FOR ALL DECISIONS MADE IN RELIANCE ON OR DERIVED FROM ITS USE OF THE SERVICES AND AI OUTPUTS. COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACTIONS TAKEN OR CONCLUSIONS DRAWN BY CUSTOMER BASED ON CUSTOMER OR END USER’S USE OF THE SERVICES. COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT OR MATERIALS. COMPANY DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICES MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

7. INDEMNITY AND LIMITATION OF LIABILITY

7.1 Indemnification by Company. Company shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service: (a) not supplied by Company; (b) made in whole or in part in accordance with Customer specifications; (c) that are modified after delivery by Company; (d) combined with other products, processes or materials where the alleged infringement relates to such combination; (e) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (f) where Customer’s use of the Service is not strictly in accordance with this Agreement and any documentation provided to Customer. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense: (i) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (ii) obtain for Customer a license to continue using the Service; or (iii) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

7.2 Indemnification by Customer. Customer shall indemnify, defend, and hold Company harmless against any damages, losses, liabilities, settlements, claims, judgments, interest, awards, penalties, fines, or expenses (including, without limitation, costs and attorneys’ fees) resulting from: (i) Customer Data; (ii) the End User Data; (iii) any alleged breach of the End User Terms; (iv) Customer’s use of the Services in violation of the restrictions set forth in Section 2 of this Agreement or applicable law; or (v) any claim or dispute related to Customer’s business, products, or services, including, without limitation, any alleged breach by the Customer of any agreement with an End User.

7.3 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL THIRD PARTY SERVICES SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO (INCLUDING ANY EXHIBITS) 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; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOTH PARTIES AGREE THAT THE MAXIMUM AGGREGATE LIABILITY OF COMPANY AND ITS AFFILIATES OR ITS OFFICERS, DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS, OR AGENTS SHALL NOT 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 COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO, AND SHALL NOT LIMIT, A PARTY’S: (I) INDEMNIFICATION OBLIGATIONS; (II) INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING ANY THIRD-PARTY CLAIM ALLEGING SAME TO THE EXTENT SUBJECT TO INDEMNIFICATION HEREUNDER); (III) VIOLATIONS OF CONFIDENTIALITY OBLIGATIONS CONTAINED HEREIN; AND (IV) GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.

8. PUBLICITY

Customer acknowledges and agrees that Company may publicly disclose that Customer is a client of Company. Customer further agrees that Company may display Customer marks on Company’s websites and on sales and marketing materials. At Company’s request, the parties shall work together in good faith to issue at least one mutually agreed-upon press release within ninety (90) days of the effective date. Upon request by Company, Customer also agrees to reasonably cooperate with Company to serve as a reference account upon request.

9. MISCELLANEOUS

9.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be modified to the minimum extent necessary so that provision and this Agreement will otherwise remain in full force and effect and enforceable.

9.2 Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

9.3 Entire Agreement, Modification, Waiver, and Headings. 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. The headings contained in this Agreement are for convenience of reference only and shall not be considered in construing this Agreement. The following order of precedence shall apply in the event of a conflict among provisions of the components of this Agreement: (i) DPA (if applicable); (ii) AI Addendum (if applicable); (iii) body of this Agreement; (iv) Order Form; and (v) any other schedule, exhibit, attachment, or addendum.

9.4 Independent Contractors. 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.

9.5 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

9.6 Notices. 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.

9.7 Force Majeure. In no event shall either Party be liable to the other Party or be deemed to have breached this Agreement for any failure or delay in performing under this Agreement (except for any payment obligation), to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control (a “Force Majeure Event”), including without limitation acts of God, pandemic, epidemic, flood, fire, earthquake or explosion, war, terrorism, change of applicable law, power, internet or telecommunications failure. Either Party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for forty-five (45) days or more.

9.8 Equitable Remedies. Each Party agrees that a breach or threatened breach by such Party of any of its obligations under Section 2 (Restrictions and Responsibilities) and Section 3 (Confidentiality; Proprietary Rights) of this Agreement would cause the other Party irreparable harm for which monetary damages shall not be an adequate remedy and that, in the event of such breach or threatened breach, the other Party shall be entitled to seek equitable relief, including an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such equitable remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

9.9 Governing Law; Dispute Resolution; Arbitration.

(a) Governing Law. This Agreement, and all matters arising out of or relating thereto, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions; provided, that the interpretation and enforcement of the agreement to arbitrate set forth in this Section 9.9 shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

(b) Agreement to Arbitrate. Except as expressly provided in Section 9.9(c), any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, including the breach, termination, enforcement, interpretation, or validity thereof, and including the determination of the scope or applicability of this agreement to arbitrate (each, a “Dispute”), shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect (the “AAA Rules”). The arbitration shall be conducted before a single arbitrator appointed in accordance with the AAA Rules. The seat of the arbitration shall be San Francisco, California, provided that the Parties may agree, or the arbitrator may permit, that proceedings be conducted by videoconference or on the basis of written submissions. The arbitration shall be conducted in English. The arbitrator shall apply the governing law set forth in Section 9.9(a) and shall have no authority to award any relief or damages excluded by, or in excess of the limitations set forth in, this Agreement. The arbitrator’s award shall be final and binding on the Parties, and judgment on the award may be entered in any court of competent jurisdiction.

(c) Exceptions. Notwithstanding Section 9.9(b): (i) either Party may bring an individual claim in a small claims court of competent jurisdiction, so long as the claim remains in such court and is not removed or appealed to a court of general jurisdiction; and (ii) either Party may seek injunctive or other equitable relief from a court of competent jurisdiction, in accordance with Section 9.8 (Equitable Remedies), to prevent or restrain any actual or threatened infringement, misappropriation, or violation of a Party’s intellectual property rights, any actual or threatened breach of Section 2 (Restrictions and Responsibilities) or Section 3 (Confidentiality; Proprietary Rights), or any actual or threatened unauthorized access to or use of the Services, in each case without first pursuing arbitration and without waiving the right to arbitrate any other Dispute. The pursuit of relief permitted under this Section 9.9(c) shall not constitute a waiver of, or otherwise limit, either Party’s right to compel arbitration of any Dispute under Section 9.9(b).

(d) Fees and Costs. Each Party shall bear its own attorneys’ fees, costs, and expenses in connection with any arbitration, and the Parties shall share equally the AAA administrative fees and the arbitrator’s fees and expenses, except as otherwise provided in the AAA Rules; provided, that the arbitrator shall have the discretion to award reasonable attorneys’ fees, costs, and expenses to the prevailing Party.

(e) Confidentiality of Arbitration. The Parties shall treat the existence, content, and results of any arbitration under this Section 9.9—including all pleadings, submissions, evidence, testimony, and any award—as Confidential Information subject to Section 3.1, except as necessary to prepare for and conduct the arbitration, to enforce, confirm, modify, or vacate an award, to comply with applicable law, legal process, or the order of a court or governmental authority, or to disclose to a Party’s attorneys, accountants, insurers, and other professional advisors bound by obligations of confidentiality.

(f) Class Action and Class Arbitration Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE SHALL BE BROUGHT AND RESOLVED ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE BASIS. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE THE CLAIMS OF MORE THAN ONE PARTY OR TO PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY SUCH PROCEEDING. If the foregoing waiver is held unenforceable with respect to a particular Dispute or a particular claim for relief, then that Dispute or claim, and only that Dispute or claim, shall be severed from the arbitration and brought in the courts identified in Section 9.9(g), and all remaining Disputes and claims shall be arbitrated in accordance with this Section 9.9.

(g) Court Proceedings; Jury Trial Waiver. Any legal action, suit, or proceeding permitted under Section 9.9(c) or (f), any action to compel arbitration or in aid of arbitration, and any proceeding to enforce, confirm, modify, or vacate an arbitral award, shall be brought exclusively in the federal courts located in the State of California, or, if such courts lack subject matter jurisdiction, the state courts located in the State of California. Each Party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum or lack of jurisdiction. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(h) Survival. This Section 9.9 shall survive the expiration or termination of this Agreement.

EXHIBIT A
DATA PROCESSING ADDENDUM

This Data Processing Addendum (“DPA”) forms part of the Agreement between Company and Customer and only applies to the Processing of Customer Personal Information (defined below) by Company on behalf of Customer in order to provide the Services pursuant to the Agreement. Except as modified herein, the terms of the Agreement shall remain in full force and effect. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. In the event of any conflict between the Agreement and this DPA, this DPA shall govern.

1. Definitions. Unless otherwise clearly required by the context of this Agreement, the terms set forth below shall have the following meanings ascribed thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them elsewhere in this Agreement.

1.1. “Customer Personal Information” means Personal Information Processed by Company on behalf of Customer under the Agreement.

1.2. “Data Protection Laws” means Laws that apply to Company’s Processing of Customer Personal Information.

1.3. “Data Subject” means the living identified or identifiable person to whom Personal Information relates.

1.4. “Deidentified Information” means information that cannot reasonably be used to infer information about, or otherwise be linked to, a particular Data Subject.

1.5. “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular person or household.

1.6. “Laws” means all applicable statutes, regulations, rules, ordinances, orders, decrees, and other laws of any governmental authority.

1.7. “Security Incident” means any confirmed breach of security leading to the accidental, unauthorized, or unlawful disclosure of, or access to, Customer Personal Information.

1.8. “Process” or “Processing” means any operation or set of operations that is performed on Personal Information, whether or not by automatic means, such as access, collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, return or destruction. The terms “Process,” “Processes,” and “Processed” shall be construed accordingly.

1.9. “Processor” means any person or entity which Processes Customer Personal Information, including as applicable any “service provider” or “contractor” as those terms are defined by applicable Data Protection Laws.

1.10. “Subprocessor” means any Processor engaged by Company to Process Customer Personal Information as part of the Services.

2. Processing of Customer Personal Information.

2.1. Customer agrees to make Customer Personal Information available to Company for the limited and specified purpose of providing the Services. The subject-matter and details of Company’s Processing (including the duration of the Processing, the nature and purpose of the Processing, the types of Customer Personal Information, and the categories of Data Subjects) are set forth in Appendix A attached to this DPA. Customer represents and warrants that Customer (i) has provided all necessary notifications and obtained all necessary consents, authorizations, approvals, and/or agreements for Processing of Customer Personal Information; (ii) has informed Company of any obligations applicable to Company’s Processing of Customer Personal Information, in order to enable Company to Process Customer Personal Information, according to the scope, purpose, and instructions specified by Customer; (iii) will not direct the Processing of Customer Personal Information by Company in violation of any Laws or rights of third parties; and (iv) will not use the Services for any unauthorized or unlawful purposes.

2.2. Company shall comply with obligations and restrictions imposed on it by Data Protection Laws in its role as a Processor when Processing Customer Personal Information. Company shall only Process Customer Personal Information for the purposes of providing the Services and only in accordance with Customer’s documented instructions, which may be specific instructions or standing instructions of general application in relation to the performance of Company’s obligations under this DPA, unless otherwise required under Data Protection Laws to which Company is subject, in which case Company shall notify Customer prior to such Processing unless prohibited by Law. The scope of Customer’s instructions for the Processing of Customer Personal Information is defined by the Agreement, and, if applicable, by Customer’s use of the features of the Services.

2.3. Company shall ensure that its personnel engaged in the Processing of Customer Personal Information are subject to binding confidentiality obligations.

2.4. Company shall not:

2.4.1. retain, use, or disclose Customer Personal Information for any purpose other than for the specific business purpose of performing its responsibilities under the Agreement;

2.4.2. “sell” or “share” (as those terms are defined by applicable Data Protection Laws) Customer Personal Information; or

2.4.3. combine Customer Personal Information with Personal Information Company receives from or on behalf of another person or entity or collects from its own interactions with a Data Subject, except to perform a business purpose as defined in regulations adopted by Data Protection Laws.

2.5. To the extent that Company deidentifies Customer Personal Information, Company shall (i) take reasonable measures to ensure the Deidentified Information cannot be associated with a Data Subject or household; (ii) publicly commit to maintain and use the Deidentified Information in deidentified form; and (iii) not attempt to reidentify the Deidentified Information except for the sole purpose of determining whether the Company’s deidentification processes satisfy the requirements of Data Protection Laws.

2.6. Notwithstanding any other provision in this DPA, Company may internally use Customer Personal Information to build or improve the quality of the Services it provides to Customer.

3. Security Measures.

3.1. Company shall implement and maintain appropriate technical and organizational safeguards designed to protect Customer Personal Information from unauthorized access, destruction, use, modification, or disclosure.

3.2. Company will notify Customer without undue delay after becoming aware of a Security Incident with respect to the Services. Company shall take commercially reasonable steps as are directed by Customer to assist in the investigation, mitigation, and remediation of a Security Incident as required by Data Protection Laws.

4. Subprocessors.

4.1. Customer authorizes the engagement of the Subprocessors listed in Appendix A. Company will notify Customer in advance of any addition or replacement of the Subprocessors. Within ten (10) days after Company’s notification, Customer may object on the basis that such Subprocessor does not provide sufficient guarantees to meet the requirements under the applicable Data Protection Laws. Customer’s objection shall be in writing and include Customer’s specific reasons for its objection and options to mitigate, if any. If Customer does not object within such period, the additional or replacement Subprocessor may be commissioned to Process Customer Personal Information. Company shall impose substantially similar but no less protective data protection obligations as set out in this DPA on any approved Subprocessor prior to the Subprocessor initiating any Processing of Customer Personal Information.

4.2. If Customer objects to an update of a Subprocessor listed, where practicable and at Company’s sole discretion, Company shall use commercially reasonable efforts to: (i) work with Customer in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of that proposed Subprocessor; or (ii) take corrective steps requested by Customer in its objection and proceed to use the new Subprocessor.

5. Data Subject Rights. Company shall inform Customer if it receives a request from a Data Subject to exercise their rights under Data Protection Laws. Company shall provide such reasonable assistance pursuant to its obligations under Data Protection Laws as Customer requests to help Customer fulfill its obligations under Data Protection Laws to respond to Data Subject requests. Notwithstanding its obligations under this Section, Company is not obligated to respond to a Data Subject request directly from a Data Subject and does not otherwise assume any liability or responsibility for responding to Data Subject requests.

6. Deletion or Return of Customer Personal Information. Company shall promptly destroy all copies of Customer Personal Information in its possession, or in the possession of its Subprocessor as soon as practically possible after termination of the Agreement. Notwithstanding the requirements in this paragraph, Company may retain Customer Personal Information if permitted by Data Protection Laws, provided, however, that Company shall store and safeguard such Customer Personal Information in accordance with this DPA.

7. Audits. Subject to the appropriate confidentiality obligations, Company shall make available to Customer all information necessary to demonstrate Company’s compliance under applicable Data Protection Laws, and shall allow for and contribute to reasonable audits, including by a third party auditor mandated by Customer to the extent required by the applicable Data Protection Laws. Customer may perform such audits not more than once per year, unless if required more frequently by Data Protection Laws. Customer must give Company at least thirty (30) days’ prior written notice of its intent to conduct an audit under this Section. Audits must be conducted in accordance with Company’s policies, and may not unreasonably interfere with Company’s business activities. Nothing in this Section shall require Company to breach any duties of confidentiality owed to any of its other customers, employees, or other third parties. All such audits and reports shall be deemed Company Confidential Information.

8. General Terms. Each Party’s liability under or in connection with this DPA is subject to the limitations on liability contained in the Agreement, to the extent permitted by Law. Company shall not have any liability to Customer to the extent the basis of liability arises from failure by Customer to obtain any necessary consents to collect, use, transfer, or otherwise Process Customer Personal Information, or failure by Customer to fully comply with the Agreement, this DPA, or Data Protection Laws. This DPA supersedes any prior data processing agreements, addenda, or similar terms between the Parties. Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either: (a) amended as necessary to ensure its validity and enforceability, while preserving the intent of the provision as closely as possible; or (b) if (a) is not possible, construed in a manner as if the invalid or unenforceable part had never been contained therein. If any variation is required to this DPA as a result of a change in Data Protection Laws, the Parties agree to discuss and negotiate in good faith any necessary variations to this DPA as required. The obligations contained in this DPA shall not restrict Company in its rights and/or obligations to: (i) comply with federal, state, or local Laws, or to comply with a court order or subpoena to provide information or legal holds; or (ii) to comply with a civil, criminal, or regulatory inquiry, investigation, subpoena, or summons by federal, state, or local authorities.

APPENDIX A
DETAILS OF PROCESSING

1. Subject Matter of Processing. The subject-matter of Processing of Customer Personal Information by Company is the provision of the Services pursuant to the Agreement.

2. Nature and Purpose of Processing. Customer Personal Information shall be Processed as necessary to provide the Services pursuant to the Agreement and will be subject to the Processing activities described in any Order Form that makes reference to, is incorporated under, or is subject to the Agreement.

3. Duration of Processing. Subject to Section 6 of the DPA, Company shall Process Customer Personal Information for the duration of the Agreement, unless otherwise agreed upon in writing.

4. Categories of Data Subjects. The types of Data Subject shall be as is contemplated or related to the Processing as necessary to provide the Services pursuant to the Agreement or related to the Processing described in any Order Form that makes reference to, is incorporated under, or is subject to the Agreement.

5. Types of Personal Information. The types of Customer Personal Information shall be as necessary to provide the Services pursuant to the Agreement or related to the Processing described in any Order Form that makes reference to, is incorporated under, or is subject to the Agreement.

6. List of Subprocessors. The following table sets out the list of Subprocessors that Customer has specifically authorized as of the Effective Date.

EXHIBIT B
AI ADDENDUM

This Artificial Intelligence Addendum (“AI Addendum”) forms part of the Agreement between Company and Customer and only applies to the extent AI Services (as defined below) are provided to Customer by Company as part of the Services. Except as modified herein, the terms of the Agreement shall remain in full force and effect. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. In the event of any conflict between the Agreement and this AI Addendum, this AI Addendum shall govern.

1. Definitions. Unless otherwise clearly required by the context of this Agreement, the terms set forth below shall have the following meanings ascribed thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them elsewhere in this Agreement.

1.1. “AI Improvement Data” means any data, insights, or other information generated or derived from anonymized and aggregated AI Output and/or Customer Data.

1.2. “AI Output(s)” means the data or content (including any outputs, analyses, summaries, responses, or other information) generated by the AI Services from Customer’s use of AI Services.

1.3. “AI Services” means Services that utilize or integrate with artificial intelligence or machine learning software, technologies, features, or functionalities, including without limitation generative models, artificial intelligence algorithms or machine learning models.

2. Customer AI Obligations. Customer is solely responsible for (i) all Customer Data and End User Data provided to or processed by the AI Services, including obtaining the necessary permissions, consents, or other authorizations to use such Customer Data and End User Data in the AI Services; (ii) reviewing and evaluating all AI Outputs prior to relying on or acting upon them; and (iii) any actions taken, decisions made, or communications delivered based on AI Outputs. Customer shall not represent to any End User or third party that AI Outputs are generated by a human or are error-free. To the extent Customer enables or uses any AI Service that answers, records, transcribes, or analyzes telephone calls or voice communications, Customer represents and warrants that it has obtained, and will maintain, all legally required notices, disclosures, and consents from End Users and other call participants, including without limitation consent to automated interactions, call recording, transcription, and data processing, as required under applicable law. Customer is solely responsible for compliance with all applicable call-recording, telemarketing, and privacy laws.

3. AI Output, Services, and Ownership. As between the Customer and Company, Customer owns the AI Output, subject to restrictions and obligations contained within this AI Addendum and the Agreement. Customer hereby grants Company a non-exclusive, worldwide, royalty-free right and license, with the right to sublicense, to use, host, reproduce, display, perform, and modify Customer Data and AI Output for the purposes of hosting, operating, and providing Services for Customer. Notwithstanding anything to the contrary in this AI Addendum, Company will exclusively own and retain all rights, title, and interest, and all intellectual property rights, in and to the AI Services (including without limitation any improvements or modifications thereto and any learning derived therefrom).

4. AI Training. In addition to other rights and restrictions contained within the Agreement, Customer hereby grants Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license, with the right to sublicense, to use, host, reproduce, display, perform, and modify Customer Data and AI Output across all Services used by Customer to create AI Improvement Data for the purpose of improving the AI Services and Services generally, including training artificial intelligence and machine learning models, creating outputs and datasets, and other machine learning purposes. Company will exclusively own and retain all right, title, and interest, including all intellectual property rights, in and to AI Improvement Data. For clarity, prior to performing AI Training, Company will anonymize and aggregate all Customer Data and AI Output used for such purposes. This Section will survive expiration or termination of the Agreement, and Company will have no obligation to delete AI Improvement Data upon expiration or termination of the Agreement.

5. AI Services Warranty. In addition to any representations and warranties set forth in the Agreement, Company represents and warrants that, to its knowledge, it has secured all necessary rights and permissions with respect to the Training Data utilized to develop and refine AI models embedded within the AI Services. As used in this AI Addendum, “Training Data” means any data employed by Company to train or enhance AI models that underpin the AI Services, including: (a) Customer Data for which customers have provided express consent for such purpose; (b) data that is publicly accessible; and (c) data obtained under license from third parties for model training. Training Data does not include data used to train third-party AI models that were not developed by Company. Company exercises no control over, and expressly disclaims any responsibility or liability for, any pre-existing training data utilized by third-party providers prior to its integration into the AI Services.

6. AI Services Disclaimers. COMPANY OFFERS NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (INCLUDING BY FACT OR OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE AI OUTPUT, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DUE TO THE INHERENT PROBABILISTIC NATURE OF MACHINE LEARNING TECHNOLOGY, THE AI SERVICES MAY GENERATE AI OUTPUT THAT IS INACCURATE OR OTHERWISE UNSUITABLE. CUSTOMER BEARS SOLE RESPONSIBILITY FOR REVIEWING, VALIDATING, AND EVALUATING (INCLUDING THROUGH APPROPRIATE HUMAN OVERSIGHT) ALL AI OUTPUT FOR ACCURACY AND APPROPRIATENESS FOR CUSTOMER’S INTENDED USE. THE DETERMINATION OF WHETHER THE AI SERVICES OR AI OUTPUT ARE SUITABLE FOR ANY PARTICULAR PURPOSE RESTS ENTIRELY WITH CUSTOMER. NEITHER COMPANY, THE AI SERVICES, NOR THE AI OUTPUT CONSTITUTE OR PROVIDE LEGAL ADVICE TO CUSTOMER. GIVEN THE NATURE OF ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING, AI OUTPUT MAY NOT BE UNIQUE, AND THE AI SERVICES MAY PRODUCE IDENTICAL OR SUBSTANTIALLY SIMILAR OUTPUT FOR CUSTOMER OR THIRD PARTIES. COMPANY SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR AI OUTPUT TO THE EXTENT SUCH OUTPUT INCORPORATES OR IS DERIVED FROM CUSTOMER DATA. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THE AGREEMENT, COMPANY'S INDEMNIFICATION OBLIGATIONS SHALL NOT EXTEND TO THE AI SERVICES OR AI OUTPUT WHERE THE UNDERLYING CLAIM ARISES FROM OR IS ATTRIBUTABLE TO: (A) CUSTOMER DATA THAT INFRINGES OR MISAPPROPRIATES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; (B) CUSTOMER'S FAILURE TO COMPLY WITH THE AGREEMENT OR APPLICABLE LAW; (C) ANY MODIFICATION OF THE AI SERVICES OR AI OUTPUT BY CUSTOMER; OR (D) CUSTOMER'S CREATION OR USE OF AI OUTPUT THAT IT KNEW OR REASONABLY SHOULD HAVE KNOWN INFRINGES OR MISAPPROPRIATES A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.