Enterprise Terms of Service

INKEEP, INC.

These Enterprise Terms of Service (this “Agreement”) is entered into by and between Inkeep, Inc., a Delaware corporation (“Provider”), and the Customer listed in the Quote to which this Agreement is attached (“Customer”) and is effective as of the date of Customer’s signature on such Quote (the “Effective Date”). This Agreement, including any attachments, exhibits, annexes and schedules hereto, including any Supplemental Terms hereto (if applicable) and any agreement referenced or linked within this Agreement or a Quote, including, but not limited to, the Terms of Service, found at https://openknowledge.ai/legal/self-serve-terms, the Privacy Policy, found at https://openknowledge.ai/legal/privacy-policy, and the Data Processing Agreement, found at https://openknowledge.ai/legal/data-processing-agreement, set forth the terms for certain software and related services you have ordered pursuant to a Quote. By executing the Quote, you agree to the terms of this Agreement included here. Customer acknowledges that Provider may update such incorporated documents from time to time in its sole discretion, and such updates shall be effective upon posting such documents on the Platform. It is Customer’s responsibility to read and review any incorporated documents regularly. For the avoidance of doubt, the Quote to which this Agreement is attached shall be considered an “Order” and all references to an “Order” within this Agreement shall refer to such Quote or any future Quote. To the extent the parties have entered into any Supplemental Terms to this Agreement, such Supplemental Terms shall be incorporated as part of this Agreement and shall supersede and replace any overlapping or conflicting terms in this Agreement and shall be controlling in the event of any inconsistency.

CUSTOMER ACKNOWLEDGES AND AGREES THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON TO ACCEPT THE QUOTE, SIGNING THE QUOTE OR USING THE PLATFORM (INCLUDING OPEN KNOWLEDGE), CUSTOMER IS INDICATING THAT IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, THEN CUSTOMER HAS NO RIGHT TO ACCESS OR USE THE PLATFORM. If an individual accepts or agrees to this Agreement on behalf of its employer or another legal entity, such individual represents and warrants that (i) it has full legal authority to bind its employer or such entity to this Agreement; (ii) such individual has read and understands the terms in this Agreement; and (iii) such individual agrees to this Agreement on behalf of the party that it represents. In such event, “Customer” will refer and apply to such employer or such other legal entity.

Provider provides a hosted platform and mobile application that powers artificial intelligence search, chat, copilot, and content creation experiences for software products, including through the Open Knowledge tool available at openknowledge.ai (“Open Knowledge”) and any other products or tools Provider may make available from time to time (the “Platform”). Provider also provides professional services related to implementation and customization of the Platform. The parties have agreed that Provider will provide the Platform to Customer, as well as such professional services as the parties may agree, now and pursuant to future Orders. Therefore, in consideration for the commitments set forth below, the adequacy of which consideration the parties hereby acknowledge, the parties agree as follows.

1. DEFINITIONS.

The following capitalized terms will have the following meanings whenever used in this Agreement.

1.1. “AI Agent” means features and capabilities offered as part of the Platform that utilize artificial intelligence, machine learning or similar technologies developed by Provider and/or Provider’s third-party providers to autonomously or semi-autonomously access, process or analyze data, generate Output, interact with systems, or perform tasks on behalf of Customer.

1.2. “AI Functions” means features and capabilities offered as part of the Platform that utilize artificial intelligence, machine learning or similar technologies developed by Provider and/or Provider’s third-party providers, including the Al Agent.

1.3. “AUP” means Provider’s acceptable use policy available at https://openknowledge.ai/legal/acceptable-use-policy.

1.4. “Customer Account Data” means Customer payment records, credit cards or other information Customer uses to pay Provider, or other information and records related to Customer’s account with Provider, including without limitation identifying information related to Customer staff involved in payment or other management of such account.

1.5. “Customer Content” means content, data or other information submitted, uploaded, created through, instructed to be used for, or imported to the Platform by Customer or a Customer’s Employee, including from Third-Party Systems.

1.6. “Customer Data” means any information of any type that is submitted to the Platform by or on behalf of Customer, including Customer Content and End User Content, but exclusive of Customer Account Data.

1.7. “Customer’s Employee” means an individual employee or consultant of Customer for whom access to the Platform is granted by or on behalf of Customer.

1.8. “Data Incident” means any (a) unauthorized disclosure of, access to, or use of Customer Data, including without limitation Excluded Data, or (b) violation of Privacy Law through Customer’s account. Data Incidents include, without limitation, such events caused by Customer or Customer’s Employee, by Provider, by End Users or other users, by hackers, and by any other third party.

1.9. “Deliverables” means any software or other deliverable created pursuant to Professional Services.

1.10. “Documentation” means Provider’s standard manuals related to use of the Platform.

1.11. “End User” means prospective or actual individual end users of the Platform, including Customer’s prospective or actual customers and those employed by prospective or actual customers of Customer. “End Users” does not include Customer’s Employees.

1.12. “End User Content” means any content, information, and materials that may be textual, audio, or visual that End Users provide, submit, or upload to or create through the Platform, including for use with the Al Functions.

1.13. “Excluded Data” means (a) categories of data listed in European Union Regulation 2016/679, Article 9(1) or any successor legislation, (b) Protected Health Information, (c) any financial data or payment card data subject to the Payment Card Industry Data Security Standards, (d) any information subject to regulation or protection under specific laws, rules or regulations, such as the Children’s Online Privacy Protection Act or the Gramm-Leach-Bliley Act, (e) social security numbers, driver’s license numbers, or other government ID numbers, or (f) any sensitive personal data protected under foreign or domestic laws.

1.14. “Excluded Data Laws” means any law or regulation governing Excluded Data.

1.15. “Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Provider’s products or services.

1.16. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

1.17. “Order” means an order for access to the Platform in the form of a Quote.

1.18. “Output” means output generated and returned by the Al Functions.

1.19. “Privacy Law” means privacy and security laws governing Provider’s handling of Customer Data (if any). For the avoidance of doubt, Privacy Laws do not include laws applicable to Customer or its data to the extent not described in the preceding sentence.

1.20. “Professional Services” means such Provider professional services as are set forth in an Order.

1.21. “Protected Health Information” shall have the same meaning as such term as defined in 45 C.F.R. § 160.103.

1.22. “Service Level Terms” means Provider’s standard service level terms as set forth in the applicable Order.

1.23. “Services” means the services set forth in the Order.

1.24. “Term” is defined in Section 11.1 below.

1.25. “Third-Party System” means any external system, add-on, API, service, platform, or other integration not provided by Provider that Customer integrates with or is enabled for use with the Platform. For the avoidance of doubt, websites and tools owned or operated by Provider or its affiliates (including without limitation openknowledge.ai) are not “Third-Party Systems” for purposes of this Agreement.

1.26. “Usage Data” means technical data, logs, and learnings about Customer’s use of the Platform, but excluding Customer Data.

2. THE PLATFORM.

2.1. Use of the Platform by Customer. During the Term, Customer and Customer’s Employees may access and use the Platform pursuant to the terms of this Agreement and any outstanding Order, including such features and functions as the Order requires. In its use of the Platform, Customer shall comply with all applicable laws, including without limitation Privacy Laws. Customer is responsible and liable for any use of the Platform through Customer’s account, whether authorized or unauthorized. Customer shall take reasonable steps to prevent unauthorized access to the Platform, including without limitation by protecting its passwords and other log-in information. Customer shall notify Provider promptly of any known or suspected unauthorized use of the Platform or breach of its security and shall use best efforts to stop said breach.

2.2. Use of the Platform by End Users. Subject to the provisions below of this Section 2.2, End Users may access and use the Platform according to such restrictions as are set forth in the applicable Order. Customer shall make no representations or warranties regarding the Platform or any other matter, to End Users or any other third party, from or on behalf of Provider, and Customer shall not create or purport to create any obligations or liabilities for Provider. Customer will be liable to Provider for End Users’ acts and omissions related to the Platform only to the extent Customer does not comply with its obligations set forth in Section 8.2(b) (without limiting any liability of such End Users to Provider). Provider will have no obligation to provide support or other services, Service Level Terms remedies, or other remedies to End Users.

2.3. Acceptable Use. Customer shall comply with the AUP and agrees to inform its End Users prior to accessing the Al Functions that they must comply with either (1) the AUP or, (2) Customer’s own terms of use (or similar agreement), only to the extent Customer’s terms of use (or similar agreement) incorporate restrictions consistent with the AUP. Customer shall not: (a) use the Platform for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Platform, except End Users as specifically authorized by this Agreement; (b) provide Platform passwords or other log-in information to any third party, except (i) End Users as specifically authorized by this Agreement and (ii) via a third party integration provided as part of the Platform; (c) share non-public Platform features or content with any third party; (d) access the Platform in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Platform, or to copy any ideas, features, functions or graphics of the Platform; or (e) engage in web scraping or data scraping on or related to the Platform, including without limitation collection of information through any software that simulates human activity or any bot or web crawler. If it suspects any breach of the requirements of this Section 2.3, including without limitation by End Users, Provider may suspend Customer’s access to the Platform with notice, in addition to such other remedies as Provider may have. Neither this Agreement nor the AUP requires that Provider take any action against Customer or any End User or other third party for violating the AUP, this Section 2.3, or this Agreement, but Provider is free to take any such action it sees fit in accordance with the terms of this Agreement.

2.4. Service Levels. Provider shall provide the remedies listed in the Service Level Terms for any failure of the Platform listed in the Service Level Terms. Such remedies are Customer’s sole remedy for any failure of the Platform except as specifically listed in this Agreement, and Customer recognizes and agrees that if the Service Level Terms and the other provisions of this Agreement do not list a remedy for a given failure, it has no remedy. Credits issued pursuant to the Service Level Terms apply to outstanding or future invoices only and are forfeit upon termination of this Agreement. Provider is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation after termination of this Agreement.

2.5. Documentation. Customer may reproduce and use the Documentation solely as necessary to support Customer’s Employees’ and End Users’ use of the Platform.

2.6. Platform Revisions. Provider may revise the Service Level Terms or the features and functions of the Platform at any time, provided no such revision materially reduces features or functionality provided pursuant to an outstanding Order without the written consent of Customer.

3. PROFESSIONAL SERVICES.

3.1. Provision of Professional Services. If set forth in the Order, Provider shall provide the Professional Services, and Customer shall provide any assistance and cooperation reasonably necessary to facilitate the Professional Services.

3.2. Deliverables.

(a) Acceptance & Rejection. Deliverables will be considered accepted (“Acceptance”) (a) when Customer provides Provider written notice of acceptance or (b) 5 days after delivery, if Customer has not first provided Provider with written notice of rejection. Customer may reject a Deliverable only if it materially deviates from its specifications and requirements listed in the applicable Order and only via written notice setting forth the nature of such deviation. In case of such rejection, Provider shall correct the deviation and redeliver the Deliverable within 10 days. After redelivery pursuant to the previous sentence, the parties shall again follow the acceptance procedures set forth in this Section 3.2(a). This Section 3.2(a), in conjunction with Customer’s right to terminate for material breach where applicable, sets forth Customer’s only remedy and Provider’s only liability for failure of Deliverables.

(b) Incorporation of Deliverables. Upon Acceptance, each Deliverable will constitute an element of the Platform, as specified in the applicable Order, and will thereafter be subject to this Agreement’s terms regarding the Platform, including without limitation license and indemnity terms. Except as explicitly set forth in this Agreement or the applicable Order, Provider retains ownership of all Deliverables, and Customer receives no right, title, or interest in or to Deliverables except as specifically set forth in this Agreement.

4. FEES & REIMBURSEMENT.

4.1. Types of Fees. Customer shall: (a) pay Provider the fees set forth in each Order (the “Service Fee”) in accordance with the terms therein; (b) pay Provider any Additional Service Fees or other fees as set forth in each Order (“Additional Fees”); (c) pay Provider any fees for Professional Services as are set forth in each Order (“Professional Service Fees”); and (d) to the extent set forth in the applicable Order, reimburse such expenses as Provider reasonably incurs in provision of Professional Services. Provider shall reserve the right to increase the Service Fee in its sole discretion (“Fee Increase”), provided that Provider gives Customer at least thirty (30) days’ prior written notice of such increase prior to the renewal deadline set forth in Section 11.1. Any Fee Increase shall become effective upon the commencement of the next renewal Term, unless otherwise agreed in writing. Professional Service Fees shall be invoiced at Provider’s then-current rates unless otherwise specified in the applicable Order.

4.2. Invoices, No Refunds. Provider may choose to bill through an invoice, in which case full payment for invoices is due within 30 days of issuance. For late payment, Customer shall pay interest charges from the time the payment was due at the rate that is the lower of 1.5% per month or the highest rate permissible under applicable law. Except as set forth in this Agreement, Provider will not be required to refund Service Fees, Additional Fees, or Professional Service Fees under any circumstances.

4.3. Taxes. Amounts due under this Agreement are payable to Provider without deduction and are net of any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value-added tax, whether or not withheld at the source (collectively, “Sales Tax”). Except as forbidden by applicable law, Provider may require that Customer submit applicable Sales Taxes to Provider. However, the preceding sentence does not apply to the extent that Customer is tax exempt, provided it gives Provider a valid tax exemption certificate within 30 days of the Effective Date. Provider’s failure to include any applicable tax in an invoice will not waive or dismiss the parties’ rights or obligations pursuant to this Section 4.3. If applicable law requires withholding or deduction of Sales Taxes or any other tax or duty, Customer shall separately pay Provider the withheld or deducted amount, over and above fees due. For the avoidance of doubt, this Section 4.3 does not govern taxes based on Provider’s net income.

5. CUSTOMER DATA AND Al FUNCTIONS.

5.1. Customer Data and Output.

(a) In interacting with the Platform, End Users may submit End User Content to the Platform and Customer may make available or provide Customer Content to the Platform. When an End User submits End User Content to the Platform for use with the Al Functions, such End User will receive Output. Customer grants to Provider a non-exclusive, worldwide, royalty free right and license during the Term to use, access, view, copy, adapt, modify and distribute Customer Data (which includes End User Content and Customer Content) and Output on, through or by means of the Services, including processing, storing, and otherwise using Customer Data and Output solely to the extent necessary to (a) provide the Services to Customer; (b) perform its obligations under this Agreement; and (c) monitor, correct, enhance, and improve the Platform for the sole benefit of Customer. As between Customer and Provider, Customer has and retains exclusive ownership of all Customer Data and Output, excluding any Provider IP incorporated into Output, as set forth in Section 6.1.

(b) Provider agrees (i) not to access, Process, or otherwise use Customer Data or Output other than as necessary to provide the Services or fulfill its obligations hereunder or pursuant to any Order; (ii) not to use Customer Data or Output to train any artificial intelligence models; (iii) not to give access to Customer Data or Output to any third party, except Provider’s third-party service providers and subcontractors that have a need for such access to provide the Services or fulfill its obligations hereunder or pursuant to any Order and are subject to a reasonable written agreement governing the use and security of Customer Data and Output; (iv) to exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data and Output; and (v) to comply with all Privacy Laws.

(c) Except as set forth in this Section 5, nothing in this Agreement will be deemed to restrict any rights that Customer may have to use and exploit any Customer Data or Output. Notwithstanding the foregoing, Customer shall not be permitted to use Output (i) to develop or assist any third party in developing competing services, (ii) in any manner that would reasonably be considered competitive to Provider or (iii) to train any artificial intelligence functions or models, whether owned by Customer or any third party. Customer represents and warrants that it owns or has the legal right and authority, and will continue to own or maintain the legal right and authority, to grant to Provider the license set forth in this Section 5.1.

5.2. Training of Al Models. Provider does not use Customer Data (including Customer Content or End User Content) or Output to train any artificial intelligence models and Provider does not permit its third-party subprocessors to use Customer Data or Output to train their artificial intelligence models. Provider will not use, access, view, copy, distribute, or otherwise exploit Customer Data or Output in any manner that would identify Customer, any of Customer’s Employees, or any End User or cause Customer Data or Output to become publicly available, available to any third party or used by any third party, except as necessary to provide the Services to the Customer in compliance with this Agreement. Provider may nonetheless use anonymized and aggregated Usage Data for any legitimate business purpose provided that such use does not identify or enable the identification of Customer, any of Customer’s Employees, any customer of Customer or any End User.

5.3. Al Agent Functionality. If Customer uses the Al Agent functionality as part of the Al Functions offered by Provider (including through Open Knowledge or any other component of the Platform), Customer authorizes Provider to access, query, and interact with Customer’s internal systems and databases through use of the Al Agent. Customer represents and warrants that it has all necessary rights, consents, and authorizations to permit such access and use. Customer is solely responsible for securing its own systems, credentials, and access configurations to prevent unauthorized access or misuse by the Al Agent. Customer acknowledges that integration with its internal systems may introduce additional security risks and is responsible for appropriately configuring its own environment and access controls. Customer agrees that AI Agent functionality is intended to assist, not replace human decision-making, and agrees to not solely rely on AI Agent Output for decisions that may have legal, financial, or health-related consequences and to not use the Al Agent to make automated decisions that have similarly significant effects without appropriate human oversight. Customer further agrees that it is the responsibility of Customer and its End Users to evaluate the accuracy, timeliness, completeness, or usefulness of any Output. For the avoidance of doubt, Customer agrees that Provider shall not be liable for any decisions, losses, or damages arising from Customer’s use of, or reliance on, the Al Agent or its Output.

5.4. End User Content. To the extent Customer does not comply with its obligations in Section 8.2(b), Customer shall be solely responsible for End User Content provided by End Users, including compliance with applicable laws and this Agreement. To the extent that any End User Content contains Personal Data (as defined in the DPA) of any individuals, Customer is responsible for making sure that that it has the appropriate permission and legal basis for Provider to collect and process information about those individuals. Subject to the terms of the DPA, if applicable, Customer agrees that Provider may use subprocessors to provide the Al Functions to Customer. Customer hereby acknowledges and agrees that Provider:

(a) Is not involved in the creation or development of End User Content.

(b) Disclaims any responsibility for End User Content or any Personal Data included in End User Content, subject to Provider’s obligations with respect to processing all such data under this Agreement, including the DPA.

(c) Cannot be liable for claims arising out of or relating to End User Content, including any Personal Data included in End User Content, subject to Provider’s obligations with respect to processing all such data under this Agreement, including the DPA.

(d) Is not obligated to monitor, review, or remove End User Content, but reserves the right to limit or remove End User Content that violates this Agreement or the AUP on the Platform at its sole discretion.

5.5. API Keys. If Customer elects to use its own third-party API keys or access credentials (“API Keys”) with the Platform, Customer acknowledges and agrees that: (a) Customer is solely responsible for the procurement, configuration, and security of such API Keys; (b) Customer’s use of the third-party services accessed via such API Keys is subject to the applicable third-party terms, conditions, and policies; and (c) Provider has no control over and disclaims all liability arising from or relating to the functionality, availability, or performance of such third-party services. Customer is solely responsible for maintaining the confidentiality and security of its API Keys. Provider shall not be liable for any loss or damage arising from unauthorized use of the API Keys, including but not limited to any excessive usage fees incurred with third-party providers.

5.6. Data Processing. If (a) Customer is acting as a Controller or Processor (as such terms are defined in the Data Processing Agreement found at https://openknowledge.ai/legal/data-processing-agreement (the “DPA”)), and (b) Provider will, on behalf of Customer, be Processing (as defined in the DPA) Customer Data that is Personal Data as a Processor (as defined in the DPA), and (c) Customer is required by Applicable Data Protection Laws (as defined in the DPA) to enter into the DPA, and (d) Customer notifies Provider of the foregoing in the applicable Order, then the parties shall comply with the DPA in connection with such Order. If Customer is required by Applicable Data Protection Laws to enter into the DPA, it shall not use the Platform for the Processing of Personal Data without notifying Provider as contemplated by this Section 5.6. Customer shall be fully responsible, and Provider shall have no liability, for any and all losses, liabilities, and claims arising from Customer’s failure to notify Provider under this Section 5.6.

5.7. Privacy Policy. Customer acknowledges Provider’s privacy policy at https://openknowledge.ai/legal/privacy-policy, and, except as set forth in Section 14.13, Customer recognizes and agrees that nothing in this Agreement restricts Provider’s right to alter such privacy policy.

5.8. Erasure. Provider may permanently erase Customer Data if Customer’s account is delinquent in payment, suspended, or terminated for 90 days or more, without limiting Provider’s other rights or remedies.

5.9. Required Disclosure. Notwithstanding the provisions above of this Section 5, Provider may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Provider shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.

5.10. Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Platform, Customer assumes such risks. Provider offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.

5.11. Data Accuracy. Subject to its processing obligations under this Agreement, Provider shall have no responsibility or liability for the accuracy of data uploaded to the Platform by Customer, including without limitation Customer Data and any other data uploaded by End Users.

5.12. Excluded Data. Customer warrants that (a) it has not and will not transmit Excluded Data, or permit transmission of Excluded Data, to Provider or its computers or other media and (b) to the best of its knowledge, Customer Data does not and will not include Excluded Data. Customer shall inform Provider of any Excluded Data within Customer Data promptly after discovery (without limiting Provider’s rights or remedies). Customer recognizes and agrees that (other than as set forth below in Section 5.13 or as set forth in a separate Business Associate Agreement between Customer and Provider): (x) Provider has no liability for any failure to provide protections in the Excluded Data Laws or otherwise to protect Excluded Data; and (y) Provider’s systems are not intended for management or protection of Excluded Data and may not provide adequate or legally required security for Excluded Data. Provider is not responsible or liable for any data exposure or disclosure or related loss to the extent that it involves Excluded Data.

5.13. Protected Health Information. Customer agrees to use commercially reasonably efforts to inform its End Users prior to accessing the Al Functions that they should not transmit any Protected Health Information within End User Content that is provided to Provider. In the event that an End User does transmit Protected Health Information to Provider, Customer may request that Provider delete all such Protected Health Information. If Provider receives a request to delete Protected Health Information from Customer, Provider agrees to promptly delete, and work with its subprocessors to promptly delete, all such Protected Health Information stored by Provider or Provider’s subprocessors.

6. IP & FEEDBACK.

6.1. IP Rights in the Platform. Provider or, as applicable, its licensors, retain all right, title, and interest in and to the Platform and the Services, including without limitation the Al Functions, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, reports generated by the Platform, and copyrights, and all Intellectual Property Rights related thereto (collectively, “Provider IP”), excluding any Customer Data. To the extent any Output contains Provider IP, Provider hereby grants Customer a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display any Provider IP to the extent incorporated into and necessary for Customer to use the Output, subject to any restrictions on use of Output set forth in Section 5.1. This Agreement does not grant Customer any intellectual property license or rights in or to the Platform or any of its components, except to the limited extent set forth in this Agreement. Customer recognizes that the Platform and its components are protected by copyright and other laws.

6.2. Attribution Requirements. In the event that Customer uses any of Provider’s web widgets or any user interface hosted or provided by Provider (“Interface”), Customer agrees (a) to display in a manner visible to all users of such Interface Provider’s name and/or logo (“Branding”) on such Interface and (b) to the extent Branding is already incorporated into the Interface, not to remove or modify in any manner the Branding or its placement on the Interface ((a) and (b) collectively, the “Attribution Requirements”). Customer is hereby granted a limited, nonexclusive, nontransferable, freely revocable license to reproduce and display Provider’s name and logo, solely in order to comply with the Attribution Requirements.

6.3. Feedback. Provider has not agreed to and does not agree to treat as confidential any Feedback that Customer or End Users provide to Provider, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Provider’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the End User in question. Customer hereby grants Provider a perpetual, irrevocable right and license to exploit Feedback in any and every way. Feedback will not constitute Customer’s trade secret.

7. CONFIDENTIAL INFORMATION.

Each party agrees to hold in confidence all information, trade secrets, materials, proprietary information, or any other similar information that is marked as confidential or that the receiving party should reasonably know is confidential due to the nature or the information and circumstances of the disclosure, now or hereinafter provided to it by the other party, regardless of whether the other party provides such information as an oral or written disclosure, in connection with the Platform and Deliverables (“Confidential Information”). Confidential Information includes, but is not limited to the Documentation, fee schedules, pricing methods, data, procedural/tactical approaches to areas of the business, strategic business decisions, personnel information, and all other proprietary information. Notwithstanding the foregoing, Confidential Information does not include information that: (a) is in the receiving party’s possession at the time of disclosure; (b) is independently developed by the receiving party without use of or reference to Confidential Information; (c) becomes known publicly, before or after disclosure, other than as a result of the receiving party’s improper action or inaction; or (d) is approved for release in writing by the disclosing party.

7.1. Nondisclosure. Provider and Customer shall not use Confidential Information for any purpose other than in connection with activities related to the Platform and the Professional Services (the “Purpose”). Both Provider and Customer: (a) shall not disclose the disclosing party’s Confidential Information to any employee or contractor of the receiving party unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with the receiving party with terms no less restrictive than those of this Section 7; and (b) shall not disclose the disclosing party’s Confidential Information to any other third party without the disclosing party’s prior written consent. Without limiting the generality of the foregoing, the receiving party shall protect the disclosing party’s Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. The receiving party shall promptly notify the disclosing party of any misuse or misappropriation of the disclosing party’s Confidential Information that comes to the receiving party’s attention. Notwithstanding the foregoing, the receiving party may disclose the disclosing party’s Confidential Information as required by applicable law or by proper legal or governmental authority. The receiving party shall give the disclosing party prompt notice of any such legal or governmental demand and reasonably cooperate with the disclosing party in any effort to seek a protective order or otherwise to contest such required disclosure, at the disclosing party’s expense.

7.2. Injunction. Provider and Customer agree that: (a) no adequate remedy exists at law if either party breaches any of their respective obligations in this Section 7; (b) it would be difficult to determine the damages resulting from its breach of this Section 7, and such breach would cause irreparable harm to the disclosing party; and (c) a grant of injunctive relief provides the best remedy for any such breach, without any requirement that the disclosing party prove actual damage or post a bond or other security. The receiving party waives any opposition to such injunctive relief or any right to such proof, bond, or other security.

7.3. Termination & Return. Provider’s and Customer’s obligations pursuant to Section 7.1 above (Nondisclosure) will survive termination and the return or destruction of the disclosing party’s Confidential Information.

7.4. Retention of Rights. This Agreement does not transfer ownership of the disclosing party’s Confidential Information or grant a license thereto. The disclosing party will retain all right, title, and interest in and to all of disclosing party’s Confidential Information.

7.5. Exception & Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b) (the “DTSA”), each party is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement:

(a) Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b) Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

8. REPRESENTATIONS & WARRANTIES.

8.1. Provider’s Warranties.

(a) IP Rights in the Platform. Subject to the next sentence, Provider represents and warrants that it is the owner of the Platform and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights to use the Platform set forth in this Agreement without the further consent of any third party. Provider’s representations and warranties in the preceding sentence do not apply to the extent that the infringement arises out of any of the conditions listed in Subsections 9.1(a) through 9.1(e) below. In case of a breach of the warranty in this Subsection 8.1(a), Provider, at its own expense, shall promptly take the following actions: (i) secure for Customer the right to continue using the Platform; (ii) replace or modify the Platform to make it noninfringing; or if such remedies are not commercially practical in Provider’s reasonable opinion (iii) terminate the infringing features of the Platform and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. If Provider exercises its rights pursuant to Subsection 8.1(a)(iii) above, Customer shall cease all use of affected Documentation and erase any copies thereof. In conjunction with Customer’s right to terminate for breach where applicable and Provider’s indemnification obligations set forth in Section 9.1, the preceding sentence states Provider’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Subsection 8.1(a) and for potential or actual intellectual property infringement by the Platform.

(b) Professional Services. Provider represents and warrants that the Deliverables will conform to their specifications set forth in the applicable Order.

8.2. Customer’s Warranties.

(a) Re Customer Itself. Customer represents and warrants that: (i) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (ii) it has accurately identified itself and it has not provided any inaccurate information about itself to Provider or through the Platform; (iii) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law; and (iv) Customer will use the Platform only in compliance with applicable laws and regulations.

(b) Re End Users. Customer represents and warrants that, to the best of its knowledge: (i) Customer shall not provide any inaccurate information about an End User to or through the Platform; (ii) each individual End User will be at least 18 years or older; (iii) Customer shall provide notice to End Users prior to accessing the Al Functions that their use of the Platform is either subject to (A) the AUP or (B) Customer’s terms of use (or similar agreement), only to the extent Customer’s terms of use (or similar agreement) incorporate restrictions consistent with the AUP, and that End Users are prohibited from providing End User Content that violates the AUP; and (iv) Customer has received the appropriate permission and legal basis for Provider to collect and process information about and Personal Data of its End Users in accordance with the terms set forth in this Agreement and Provider’s Privacy Policy.

8.3. Warranty Disclaimers. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE RISK. EXCEPT TO THE EXTENT SET FORTH IN SECTION 8.1 AND THE SERVICE LEVEL TERMS, CUSTOMER ACCEPTS THE PLATFORM “AS IS” AND AS AVAILABLE. AND EXCEPT AS SET FORTH ABOVE IN THIS SECTION 8, PROVIDER PROVIDES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ANY AND ALL WARRANTIES INCLUDING ANY (A) WARRANTIES THAT OUR PLATFORM, INCLUDING OUR AI FUNCTIONS, WILL MEET YOUR REQUIREMENTS, (B) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS OR INFORMATION CONTENT OF OUR PLATFORM, AI FUNCTIONS, OR OUTPUT, AND (C) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR PLATFORM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROVIDER HAS NO OBLIGATION TO INDEMNIFY, DEFEND, OR HOLD HARMLESS CUSTOMER, INCLUDING WITHOUT LIMITATION AGAINST CLAIMS RELATED TO PRODUCT LIABILITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, EXCEPT IN THE LATTER CASE AS SET FORTH IN SECTION 9.1 (INDEMNITY FROM PROVIDER) BELOW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (B) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITY WITH RESPECT TO ANY DISRUPTIONS, DATA LOSS, OR SERVICE ISSUES CAUSED BY OR RELATED TO THE USE OF CUSTOMER-PROVIDED API KEYS.

9. INDEMNIFICATION.

9.1. Indemnity From Provider. Provider shall defend and indemnify Customer and Customer’s Associates (as defined below) against any “Provider Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or alleging direct infringement of any patent, copyright, trade secret, or other intellectual property right as a result of Customer’s authorized use of the Platform. However, Provider Indemnified Claims do not include, and Provider’s obligations set forth in this Section 9.1 do not apply to, any claim, suit, or proceeding arising out of: (a) Customer’s breach of this Agreement, including without limitation its failure to cease use of the Platform after Provider’s direction pursuant to Section 8.1(a); (b) revisions to Platform components made without Provider’s written consent; (c) Customer’s failure to incorporate updates or upgrades that would have avoided the alleged infringement, provided Provider offered such updates or upgrades without charges not otherwise required pursuant to this Agreement; (d) any Deliverable, if the Order or a disclosure provided at or before delivery states that such Deliverable incorporates third party software or other assets; or (e) use of the Platform in combination with hardware or software not provided by Provider. In case of a Provider Indemnified Claim, Provider may exercise any of the remedies in Subsections 8.1(a)(i) through 8.1(a)(iii) above, including without limitation its right therein to terminate licenses and require return of the Platform.

9.2. Indemnity From Customer. Customer shall indemnify and defend Provider and Provider’s Associates against any “Customer Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer’s alleged or actual use of, misuse of, or failure to use the Platform, including without limitation: (a) claims by End Users; (b) claims related to Data Incidents caused by the act or omission of Customer or as a result of Customer’s breach of this Agreement; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Platform through Customer’s account, including without limitation Customer Data; (d) claims that use of the Platform through Customer’s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising; and (e) infringement claims arising out of or related to the conditions listed in Subsections 9.1(a) through (e) above. Customer Indemnified Claims pursuant to the preceding sentence also include claims related to the injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of Customer or of any of its agents, subcontractors, or employees. Customer Indemnified Claims listed above in this Section exclude any claim that would constitute a Provider Indemnified Claim pursuant to Section 9.1 above.

9.3. Litigation & Additional Terms.

(a) Associates. As used in this Section 9, a party’s “Associates” are its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.

(b) Indemnity Obligations. The obligations of the indemnifying party (“Indemnitor”) pursuant to Section 9.1 or 9.2 above include, without limitation: (i) settlement at Indemnitor’s expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and (ii) reimbursement of reasonable attorneys’ fees incurred by the other party to this Agreement (“Indemnified Party”) before Indemnitor’s assumption of the defense (but not attorneys’ fees incurred thereafter).

(c) Litigation and Additional Procedures. Indemnified Party shall provide prompt notice of any Provider Indemnified Claim or Customer Indemnified Claim (each, an “Indemnified Claim”), as applicable, and reasonably cooperate with Indemnitor’s defense. Indemnitor will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided: (i) if Indemnitor fails to assume the defense on time to avoid prejudicing the defense, Indemnified Party may defend the Indemnified Claim, without loss of rights pursuant to this Section 9 until Indemnitor assumes the defense; and (ii) Indemnified Party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it or an Indemnified Associate admit wrongdoing or liability or subjects either of them to any ongoing affirmative obligation. Indemnitor’s obligations in Section 9.1 or 9.2 above will be excused if either of the following materially prejudices the defense: (y) Indemnified Party’s failure to provide prompt notice of the Indemnified Claim; or (z) Indemnified Party’s or an Indemnified Associate’s failure reasonably to cooperate in the defense.

10. LIMITATION OF LIABILITY.

10.1. CUSTOMER ACKNOWLEDGES AND AGREES THAT PROVIDER DOES NOT VET, ENDORSE, OR GUARANTEE ANY OUTPUT PROVIDED BY THE PLATFORM. CUSTOMER IS SOLELY RESPONSIBLE FOR PERFORMING ITS OWN DUE DILIGENCE BEFORE ENGAGING WITH THE PLATFORM OR RELYING ON ANY OUTPUT PROVIDED THROUGH THE AI FUNCTIONS. YOU FURTHER ACKNOWLEDGE THAT PROVIDER IS NOT A PARTY TO ANY INDEPENDENT AGREEMENTS BETWEEN CUSTOMER AND ITS END USERS AND THAT PROVIDER DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR CUSTOMER IN THE PERFORMANCE OF ANY CONTRACTUAL OBLIGATIONS ARISING OUT OF, OR RELATING TO, OR IN ANY WAY CONNECTED WITH ANY AGREEMENT BETWEEN CUSTOMER AND ITS END USERS. CUSTOMER AGREES IT IS SOLELY RESPONSIBLE TO END USERS. PROVIDER SHALL HAVE NO LIABILITY WHATSOEVER TO ANY END USER WITH RESPECT TO ANY OBLIGATIONS OWED BY CUSTOMER. THIS MEANS THAT ANY ERROR OR DELAY IN THE PERFORMANCE OF THE PLATFORM, ANY BREACH OF OBLIGATIONS, AND ANY FRAUDULENT MISREPRESENTATION MADE BY CUSTOMER ON THE PLATFORM ON OR THROUGH THE PLATFORM IS THE FULL AND COMPLETE RESPONSIBILITY OF CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT AND/OR ITS END USERS ARE SOLELY RESPONSIBLE FOR VERIFYING ANY OUTPUT PROVIDED BY AN AI FUNCTION OF THE PLATFORM.

10.2. IN RECOGNITION OF THE FACT THAT PROVIDER IS NOT A PARTY TO ANY AGREEMENT BETWEEN CUSTOMER AND ITS END USERS, CUSTOMER HEREBY RELEASES PROVIDER FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF, OR RELATING TO, OR IN ANY WAY CONNECTED WITH ANY DISPUTE CUSTOMER HAS WITH AN END USER THAT EXISTS AS OF THE TIME CUSTOMER ENTERS INTO THIS AGREEMENT. THIS RELEASE INCLUDES, FOR EXAMPLE AND WITHOUT LIMITATION, ANY DISPUTES REGARDING THE PERFORMANCE, FUNCTIONS, AND QUALITY OF THE PLATFORM, AI FUNCTIONS, OR OUTPUT PROVIDED AND REQUESTS FOR REFUNDS BASED UPON DISPUTES.

10.3. Dollar Cap. EITHER PARTY’S LIABILITY WILL NOT EXCEED THE FEES PAID PURSUANT TO THE APPLICABLE ORDER DURING THE YEAR PRECEDING THE INJURY IN QUESTION, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO SUCH ORDER. THE LIMITS OF LIABILITY IN THE PRECEDING SENTENCE ARE CUMULATIVE AND NOT PER-INCIDENT.

10.4. Excluded Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

10.5. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS SECTION 10 APPLY TO THE BENEFIT OF EACH PARTY’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF A PARTY’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Customer acknowledges and agrees that Provider has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Section 10 and in Section 8.3 and that such terms form an essential basis of the bargain between the parties. If applicable law limits the application of the provisions of this Section 10, Provider’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Provider’s liability limits and other rights set forth in this Section 10 apply likewise to Provider’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

11. TERM & TERMINATION.

11.1. Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue for the period set forth in the Order or, if none, for 1 year. Thereafter, unless otherwise set forth in the Order, the Term will renew for successive 1-year periods, unless either party refuses such renewal by written notice 30 or more days before the renewal date.

11.2. Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure. Without limiting Provider’s other rights and remedies, Provider may suspend or terminate a Customer’s or End User’s access to the Platform at any time, with notice, if Provider reasonably concludes such Customer or End User has conducted itself in a way that is not consistent with the requirements of the AUP or the other requirements of this Agreement or in a way that subjects Provider to potential liability. Customer agrees that Provider is not liable to Customer, End User, or any Third Party for any termination or suspension of access to a subscription or for blocking use of the Platform.

11.3. Effects of Termination. For the avoidance of doubt, termination of any agreement between Customer and any End User does not terminate or otherwise impact this Agreement, and as Provider is not a party to any such agreement, the termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any agreement between Customer and End User. Upon termination of this Agreement, Customer shall cease all use of the Platform and delete, destroy, or return all copies of the Documentation in its possession or control. Upon termination of this Agreement, Provider will immediately cease using any Customer Data, Confidential Information of Customer and any Output. Upon request of Customer, Provider will delete, destroy, provide access to or return (as applicable based on Customer’s request) all copies of Customer Data, Confidential Information of Customer and any Output in its possession or control within 30 days of receiving such request. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Sections 6 (IP & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), 10 (Limitation of Liability), 12 (Pilot Services), and Section 13 (Self-Hosted Services); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

12. PILOT SERVICES.

12.1. Access to Pilot Services. During a specific period, prior to or during the Term (each, a “Pilot Period”), Provider may, in its sole discretion, enable Customer to: (a) access and use the Inkeep Platform, or any feature, product, module, integration or service (which may or may not be generally available) solely for beta-testing or evaluation purposes, as specified in an Order (each, a “Paid Pilot Service”); and/or (b) access and use the Inkeep Platform or a generally available Inkeep feature, product, module, integration or service for use without additional fee solely for Customer’s internal use in accordance with this Agreement (each, an “Unpaid Pilot Service,” and together with Paid Pilot Services, the “Pilot Services”). If Provider does so, Customer may use the Pilot Services only for the permitted purpose. Each Pilot Period is limited to the scope, users, environments, volumes, features, and geographies expressly identified by Provider or in the applicable Order. For the avoidance of doubt, access to the Pilot Services is non-transferable, non-sublicensable, and revocable.

12.2. Paid Pilot Services; Fees. Paid Pilot Services may be provided for a fee as set forth in the applicable Order. Fees for Paid Pilot Services are solely for access during the Pilot Period and do not include any implementation services, support services, service level commitments, customization or any commitment to continue or release and Pilot Service. All fees (if any) for Pilot Services are non-refundable.

12.3. Feedback for Pilot Services. At any time, during or after a Pilot Period, Customer may provide Feedback regarding the Pilot Services. Provider has not agreed to and does not agree to treat as confidential any Feedback that Customer or End Users provide to Provider, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Provider’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the End User in question. Customer hereby grants Provider a perpetual, irrevocable right and license to exploit Feedback in any and every way. Feedback will not constitute Customer’s trade secret.

12.4. Use of Pilot Services; No Warranty; Limitation of Liability. Any use of the Pilot Services is at Customer’s own risk. Pilot Services are provided “AS IS” WITHOUT WARRANTY OF ANY KIND AND “AS AVAILABLE”. Provider shall have no indemnity obligations for claims arising from or related to Customer’s access to or use of the Pilot Services. The SLA and any Provider security obligations in this Agreement do not apply to Pilot Services. Provider may, at its sole discretion and without notice, change, limit or discontinue any Pilot Services, including Customer’s access and use. Provider’s entire liability for all claims, damages and indemnities arising out of or related to Customer’s use of Pilot Services will not exceed in the aggregate USD $1,000.00 (or equivalent in local currency).

12.5. Precedence. In the event of a conflict between this Section 12 and any other provision of this Agreement or any Order, this Section 12 shall control regarding the Pilot Services.

13. SELF-HOSTED SERVICES.

13.1. Self-Hosted Deployments. From time to time, as set forth in an applicable Order, Provider may grant Customer a limited right to deploy and operate certain features or components of the Platform within Customer-controlled environments (“Self-Hosted Deployment”). Any such right is granted solely in accordance with this Section 13 and the applicable Order.

13.2. Self-Hosted Services. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 14.5) license to install, host, operate and use the software components and features of the Platform identified in the applicable Order (“Self-Hosted Services”) solely for Customer’s internal business purposes during the period set forth for such Self-Hosted Services in the relevant Order or, if no such period is provided, then during the Term of this Agreement.

13.3. Scope of Licensed Access and Use. The Self-Hosted Services shall be installed, hosted, and maintained on on-premises or third-party cloud servers for which Customer has and shall maintain a subscription, and may be used up to the number of users set forth in the relevant Order.

13.4. Restrictions. Except as this Agreement expressly permits, Customer shall not, and shall not permit, assist or allow any other Person to: (a) copy the Self-Hosted Services, in whole or in part; (b) modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the Self-Hosted Services; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any software component or feature of the Self-Hosted Services to any third party without the prior consent of the Provider; (d) reverse engineer, disassemble, decompile, decode, or adapt the Self-Hosted Services, or otherwise attempt to derive or gain access to the source code of the Self-Hosted Services, in whole or in part; (e) bypass or breach any security device or protection used for or contained in the Self-Hosted Services; (f) remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, terms of the Self-Hosted Services, warranties, disclaimers, or Intellectual Property Rights, proprietary rights or other symbols, notices, marks, or serial numbers on or relating to any copy of the Self-Hosted Services; (g) use the Self-Hosted Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable Law; or (h) use the Self-Hosted Services for purposes of: (i) benchmarking or competitive analysis of the Self-Hosted Services; (ii) developing, using, or providing a competing software product or service; or (iii) any other purpose that is to Provider’s detriment or commercial disadvantage.

13.5. Maintenance Releases; Support. Provider may update, upgrade, release, adapt, or modify the Self-Hosted Services, including any Documentation (each, a “Maintenance Release”), and Provider may provide such Maintenance Release to Customer from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Self-Hosted Services. Maintenance Releases shall not include any new version of the Self-Hosted Services that Provider may from time to time introduce and market generally as a distinct licensed product (as may be indicated by Provider’s designation of a new version number), and which Provider may make available to Customer at an additional cost under a separate written agreement (each, a “New Version”). During the Term, Provider will provide Customer with all Maintenance Releases (including updated Documentation) that Provider may, in its sole discretion, make generally available to its customers at no additional charge. All Maintenance Releases provided by Provider to Customer are deemed Self-Hosted Services. Customer will install all Maintenance Releases as soon as practicable after receipt. Customer does not have any right hereunder to receive any New Versions of the Self-Hosted Services that Provider may, in its sole discretion, release from time to time. Customer may license any New Version at Provider’s then-current list price and subject to a separate license agreement, provided that Customer is in compliance with the terms and conditions of this Agreement. For the avoidance of doubt, Provider has no obligation to provide support relating to Customer’s environment or to resolve issues related to or caused by Customer’s environment, improper installation, configuration, or failure to implement Maintenance Releases. Any support services for Self-Hosted Deployments must be set forth in a separate written agreement signed by the parties.

13.6. Effects of Termination. On the expiration or earlier termination of this Agreement all rights, licenses and authorizations granted to Customer under this Section 13 will immediately terminate and Customer will (a) immediately cease all use of and other activities with respect to the Self-Hosted Services; (b) within thirty (30) days deliver to Provider, or at Provider’s written request destroy, and permanently erase from all devices and systems Customer directly or indirectly controls, the Self-Hosted Services and the Provider’s Confidential Information, including all documents, files, and tangible materials (and any partial and complete copies) containing, reflecting, incorporating, or based on any of the foregoing, whether or not modified or merged into other materials; and (c) certify to Provider in a signed written instrument that it has complied with the requirements of this Section 13.6.

13.7. Customer Responsibilities; Limitations of Liability. Customer is solely responsible for installing, configuring, and maintaining the Self-Hosted Services in accordance with the Documentation. Further, Customer acknowledges it is responsible for promptly applying any updates, patches, or upgrades made available by Provider and acknowledges that failure to do so may impair or disable functionality of the Self-Hosted Services. The SLA and any Provider security obligations in this Agreement do not apply to Self-Hosted Services. Customer assumes all risks associated with its hosting environment, system configuration, network exposure and integrations. Provider shall have no liability for all claims, damages and indemnities arising out of or related to performance issues, downtime, delays, data loss, security incidents, unauthorized access, or other harm arising from or related to Customer’s environment or use of the Self-Hosted Services. Provider’s liability with respect to the Self-Hosted Services shall in no event exceed the applicable limitations set forth in Section 10 of this Agreement.

13.8. Precedence. In the event of a conflict between this Section 13 and any other provision of this Agreement or any Order, this Section 13 shall control regarding the Self-Hosted Services.

14. MISCELLANEOUS.

14.1. Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.

14.2. Publicity Rights. Unless otherwise specified in the Order, Provider may identify Customer and use Customer’s logo, subject to Customer’s pre-approval which shall not be unreasonably withheld, on Provider’s website and in marketing materials to identify Customer as a user of the Platform. Customer hereby grants Provider a revocable, non-exclusive, royalty-free license to do so in connection with any marketing, promotion, or advertising of Provider or the Platform during the term of this Agreement.

14.3. Notices. The parties may send notices pursuant to this Agreement to the other party’s email address provided by such party in the Quote, and such notices will be deemed received 24 hours after they are sent. Either party may send also notices pursuant to this Agreement to the address set forth in the Quote, and such notices will be deemed received 72 hours after they are sent. In addition, Customer is on notice and agrees that: (a) for claims of copyright infringement, the complaining party may contact Inkeep, Inc., 169 Madison Ave STE 2544, New York, NY 10016; and (b) Provider will terminate the accounts of subscribers who are repeat copyright infringers.

14.4. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by epidemics, acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.

14.5. Assignment & Successors. Neither party may assign this Agreement or any of its rights or obligations hereunder without the other party’s express written consent; provided, that either party may assign this Agreement in connection with any merger, consolidation or reorganization, or a sale of all or substantially all of such party’s business or assets relating to this Agreement to a third party. Except to the extent forbidden in this Section 14.5, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

14.6. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. If a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

14.7. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

14.8. Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of New York, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of New York City, New York. This Section 14.8 governs all claims arising out of or related to this Agreement, including without limitation tort claims.

14.9. Conflicts. In case of a conflict among the attachments to this Agreement and this main body, the following order of precedence will govern, with lower numbers governing over higher ones: (1) the DPA with respect to the processing of Personal Data, (2) any Supplemental Terms to this Agreement, (3) any Order attached to this Agreement (with respect to terms governing that particular Order), (4) this main body of this Agreement; and (5) any Provider policy posted online. No other attachment incorporated into this Agreement after execution of the applicable Order will be construed to amend this main body or any earlier attachment unless it specifically states its intent to do so and cites the section or sections amended.

14.10. Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.

14.11. Technology Export. Customer shall not: (a) permit any third party to access or use the Platform in violation of any U.S. law or regulation; or (b) export any software provided by Provider or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Platform in, or export such software to, a country subject to a United States embargo (as of the Effective Date, the Crimea Region of Ukraine, Cuba, Iran, North Korea, and Syria).

14.12. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

14.13. Amendment. Provider reserves the right in its sole discretion and at any time and for any reason to modify this Agreement (“Amended Terms”), provided that any Amended Terms are set forth in a written agreement signed by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 14.13, Provider may revise any of Provider’s policies posted on its website at any time by posting a new version at such website, and such new version will become effective on the date it is posted. Customer’s access and use of the Platform following any modification of Provider’s policies or execution of Amended Terms signifies Customer’s acceptance of the same. If Customer objects to any subsequent revisions of Provider’s policies or any Amended Terms, Customer shall immediately discontinue use of the Platform and, if applicable, terminate any subscription.

14.14. Electronic Signatures. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. “Electronic Signature” means an electronic sound, symbol, or process, attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the record, including facsimile or email electronic signatures, pursuant to the Electronic Signatures and Records Act (N.Y. State Tech. Law § 301 et seq.) as amended from time to time.