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memvid.com/legal/standard-terms

Memvid Standard Terms

Version date: May 1, 2025

INTRODUCTION AND APPLICABILITY

The following Memvid Standard Terms (the "Standard Terms") set forth the detailed legal, operational, and commercial terms that govern every subscription to and use of the Memvid enterprise AI and knowledge platform (the "Platform"). These Standard Terms are incorporated by reference into each Memvid Subscription Agreement (the "Subscription Agreement") executed between Bridge AI Technologies, Inc. ("Provider") and the subscribing entity or individual ("Customer"), and together with the Subscription Agreement, the applicable Order Form, and each other Incorporated Document (as defined in the Subscription Agreement), form the complete agreement between the Parties (the "Agreement").

By executing the Subscription Agreement and accepting an Order Form, Customer acknowledges that it has reviewed, understands, and agrees to be bound by these Standard Terms as in effect on the Order Form effective date, subject to the versioning and term-lock provisions set forth in the Subscription Agreement. Capitalized terms used but not otherwise defined in these Standard Terms shall have the meanings ascribed to them in the Subscription Agreement or in the applicable Order Form.

TABLE OF CONTENTS

  • Section 1. Definitions
  • Section 2. Relationship to the Agreement
  • Section 3. Access and License Grant
  • Section 4. Subscription Plans, Terms, and Commercial Structure
  • Section 5. Pilot Period
  • Section 6. Memvid Action Units (MAUs) and Usage
  • Section 7. Fees, Invoicing, and Payment
  • Section 8. Overage
  • Section 9. Customer Data and Content
  • Section 10. Data Processing and Privacy
  • Section 11. Intellectual Property Ownership
  • Section 12. Confidentiality
  • Section 13. Representations and Warranties
  • Section 14. Disclaimer of Warranties
  • Section 15. Limitation of Liability
  • Section 16. Indemnification
  • Section 17. Term, Renewal, and Termination
  • Section 18. Effect of Termination; Data Retrieval
  • Section 19. Suspension
  • Section 20. Professional Services and Statements of Work
  • Section 21. Support and Service Levels
  • Section 22. Security
  • Section 23. Deployment Models
  • Section 24. Feedback
  • Section 25. Publicity
  • Section 26. Force Majeure
  • Section 27. Compliance with Laws
  • Section 28. Dispute Resolution
  • Section 29. General Provisions

SECTION 1. DEFINITIONS

As used throughout these Standard Terms (and in any Order Form, Statement of Work, Data Processing Addendum, or other Incorporated Document, unless the context otherwise requires), the following terms shall have the meanings ascribed to them below. Terms defined elsewhere in the body of these Standard Terms shall retain the meanings given to them in the applicable section. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Subscription Agreement or the applicable Order Form.

1.1 "Affiliate" means, with respect to either Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means ownership of fifty percent (50%) or more of the voting equity interests, or the power to direct the management and policies of such entity.

1.2 "Agreement" means the Memvid Subscription Agreement executed by the Parties, together with the Order Form and all Incorporated Documents (including these Standard Terms), as further defined in the Subscription Agreement.

1.3 "Authorized Users" means Customer's employees, contractors, agents, and any other individuals whom Customer authorizes to access and use the Platform under Customer's account, subject to the terms and conditions of the Agreement.

1.4 "Confidential Information" has the meaning set forth in Section 12.1 of these Standard Terms.

1.5 "Customer Content" means all data, information, text, images, files, documents, communications, and other materials, in any format, that Customer or its Authorized Users upload, submit, transmit, store, or otherwise make available to or through the Platform, excluding any Provider Technology.

1.6 "Data Processing Addendum" or "DPA" means the data processing addendum published by Provider and incorporated into the Agreement by reference, which governs the processing of Personal Data on behalf of Customer.

1.7 "Deployment Model" means the configuration by which the Platform is made available to Customer, whether through Provider's hosted infrastructure (SaaS), customer-controlled infrastructure, self-hosted environments, or a hybrid arrangement, as specified in the applicable Order Form.

1.8 "Documentation" means all user manuals, technical specifications, API documentation, help files, release notes, training materials, and other written or electronic materials made generally available by Provider to its customers describing the features, functions, and operation of the Platform, as may be updated by Provider from time to time.

1.9 "Effective Date" means the date on which the Subscription Agreement becomes effective, as set forth therein.

1.10 "Feedback" has the meaning set forth in Section 24 of these Standard Terms.

1.11 "Fees" means all subscription fees, professional services fees, overage charges, and any other amounts payable by Customer under the Agreement, any Order Form, or any SOW.

1.12 "Force Majeure Event" has the meaning set forth in Section 26 of these Standard Terms.

1.13 "Included MAUs" means the number of Memvid Action Units allocated to Customer under the applicable Order Form for each billing period, as determined by the selected Plan Tier.

1.14 "Initial Term" means the initial paid subscription period specified in the applicable Order Form, which shall be either six (6) months or twelve (12) months and shall commence on the Subscription Start Date after expiration of any Pilot Period, unless the applicable Order Form expressly provides otherwise.

1.15 "Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, service marks, trade dress, trade names, trade secrets, know-how, inventions (whether or not patentable), rights in databases, rights in designs, and all other intellectual property rights of any kind, in each case whether registered or unregistered, and including all applications and rights to apply for any of the foregoing, in any jurisdiction.

1.16 "Law" or "Laws" means all applicable statutes, regulations, rules, ordinances, orders, decrees, judgments, and directives of any governmental authority, including, without limitation, the Delaware Personal Data Privacy Act (6 Del. C. Ch. 12D), the Delaware Uniform Trade Secrets Act (6 Del. C. §§ 2001 et seq.), the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.), the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.), and all other federal, state, and local laws applicable to the subject matter of the Agreement.

1.17 "Memvid Action Unit" or "MAU" means a measurable unit of Platform consumption reflecting a meaningful AI-related action, operation, request, processing event, workflow execution, or other system activity occurring within or through the Platform, as determined by Provider in good faith using its then-current usage measurement practices. MAUs may be generated by, among other things, data ingestion, indexing, processing, retrieval, search, chat interactions, agent actions, workflow executions, automations, background jobs, connector activity, or similar Platform operations. Provider's records and usage logs shall constitute the basis for determining MAU consumption, absent manifest error.

1.18 "Order Form" has the meaning set forth in the Subscription Agreement.

1.19 "Party" or "Parties" means Provider and Customer, individually or collectively as the context requires.

1.20 "Personal Data" means any information relating to an identified or identifiable natural person, as such term is defined under applicable data protection Laws, including the Delaware Personal Data Privacy Act (6 Del. C. Ch. 12D) and, to the extent applicable, the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.), or any analogous state or federal legislation.

1.21 "Pilot Period" means the evaluation period, if any, specified in the applicable Order Form, during which Customer may evaluate the Platform and exercise the termination right set forth in Section 5 of these Standard Terms. The Pilot Period is separate from, and does not count against, the Initial Term unless the applicable Order Form expressly provides otherwise.

1.22 "Plan Tier" means the subscription tier selected by Customer in the applicable Order Form (i.e., Starter, Growth, or Scale), each of which determines the Included MAU allocation and applicable monthly subscription Fees.

1.23 "Platform" has the meaning set forth in the Subscription Agreement.

1.24 "Professional Services" means any implementation, onboarding, configuration, custom integration, migration, data engineering, custom agent development, training, or consulting services provided by Provider to Customer, whether under the Agreement, an Order Form, or a Statement of Work.

1.25 "Provider" means Bridge AI Technologies, Inc., a Delaware corporation.

1.26 "Provider Technology" means the Platform, Documentation, and all software, tools, code, algorithms, models, architectures, designs, interfaces, APIs, connectors, frameworks, libraries, agents, memory layer technology, data structures, trade secrets, methodologies, processes, techniques, know-how, and related technology owned, developed, or licensed by Provider, whether existing prior to or created during the Subscription Term, together with all Intellectual Property Rights therein.

1.27 "Renewal Term" has the meaning set forth in Section 17.2 of these Standard Terms.

1.28 "Security and Compliance Terms" means the Security and Compliance Terms published by Provider and incorporated into the Agreement by reference.

1.29 "SLA Exhibit" or "Support Terms" means the Service Level Agreement and Support Terms published by Provider and incorporated into the Agreement by reference.

1.30 "SOW" or "Statement of Work" means a statement of work, published by Provider or mutually agreed upon in writing, that describes the scope, deliverables, timeline, acceptance criteria, fees, and other terms applicable to a specific Professional Services engagement.

1.31 "Subscription Start Date" means the date on which the Subscription Term begins, as set forth in the Subscription Agreement or the applicable Order Form. If an Order Form includes a Pilot Period, the Subscription Start Date occurs immediately after the Pilot Period expires unless the Order Form expressly provides otherwise.

1.32 "Subscription Term" means the Initial Term and any Renewal Terms, excluding any Pilot Period unless the applicable Order Form expressly provides otherwise.

1.33 "Taxes" means all federal, state, local, or foreign taxes, duties, levies, fees, charges, or assessments, including sales, use, value-added, goods and services, excise, withholding, and similar taxes or governmental charges, excluding taxes based on Provider's net income.

SECTION 2. RELATIONSHIP TO THE AGREEMENT

2.1 Role of These Standard Terms. These Standard Terms contain the core legal provisions governing Customer's subscription to and use of the Platform. Together with the Subscription Agreement, the Order Form, and each other Incorporated Document, these Standard Terms form part of the Agreement. Where a provision of these Standard Terms addresses a matter also addressed in the Subscription Agreement, the order of precedence set forth in the Subscription Agreement shall determine which provision controls in the event of conflict.

2.2 Modular Architecture. The Parties acknowledge and agree that the Agreement is structured as a modular framework, comprising the Subscription Agreement as the binding instrument signed by the Parties, these Standard Terms as the primary body of legal and operational provisions, the Order Form as the deal-specific commercial instrument, and the supplementary Incorporated Documents (including the DPA, Support Terms, Security and Compliance Terms, and any applicable SOW). Each Incorporated Document shall be read as part of and governed by the Agreement.

2.3 Order of Precedence. The order of precedence among the documents forming part of the Agreement is set forth in Section 5 of the Subscription Agreement and shall govern in the event of any conflict or inconsistency.

SECTION 3. ACCESS AND LICENSE GRANT

3.1 Grant of License. Subject to Customer's compliance with all terms and conditions of the Agreement and timely payment of all applicable Fees, Provider hereby grants to Customer, during the Subscription Term, a non-exclusive, non-transferable (except as provided in Section 29.5), non-sublicensable (except to Authorized Users as contemplated herein), limited right to access and use the Platform and Documentation solely for Customer's internal business operations. No rights not expressly granted herein are conferred upon Customer, and all rights not expressly granted are reserved by Provider.

3.2 Authorized Users. Customer may permit its Authorized Users to access and use the Platform, provided that Customer shall be responsible for all acts and omissions of its Authorized Users in connection with such access and use, and shall ensure that each Authorized User complies with the terms and conditions of the Agreement. Customer shall maintain commercially reasonable access controls, including unique login credentials for each Authorized User, and shall promptly notify Provider of any unauthorized access or use.

3.3 Usage Restrictions. Customer shall not, and shall not permit any third party to: (a) sublicense, sell, resell, transfer, assign, distribute, timeshare, or otherwise commercially exploit or make the Platform available to any third party, except as expressly permitted under the Agreement; (b) modify, alter, or create derivative works based upon the Platform or any component thereof; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, data structures, or underlying ideas of the Platform, except to the limited extent that applicable Law (including 17 U.S.C. § 1201(f) with respect to interoperability) expressly prohibits such restriction notwithstanding a contractual prohibition; (d) access or use the Platform for the purpose of building a competitive product or service, or for benchmarking, performance testing, or comparative analysis intended for publication or disclosure to third parties without Provider's prior written consent; (e) send, upload, or store any malicious code, viruses, worms, Trojan horses, or other harmful computer code, files, or programs through or to the Platform; (f) interfere with or disrupt the integrity, security, or performance of the Platform or any data contained therein; (g) access the Platform through automated means (including bots, scrapers, or crawlers) except through Provider's published APIs and in compliance with any applicable rate limits; (h) use the Platform to process, store, or transmit any content that infringes or misappropriates the Intellectual Property Rights or other rights of any third party; (i) use the Platform in violation of any applicable Law, including export control and sanctions laws administered by the U.S. Department of Commerce Bureau of Industry and Security and the U.S. Department of the Treasury Office of Foreign Assets Control; or (j) circumvent or attempt to circumvent any technical limitations, access controls, or security measures implemented by Provider.

3.4 Reservation of Rights. Provider retains all right, title, and interest in and to the Provider Technology, including all Intellectual Property Rights therein. Except for the limited license expressly granted in Section 3.1, nothing in the Agreement shall be construed to convey to Customer any right, title, or interest in or to the Provider Technology.

SECTION 4. SUBSCRIPTION PLANS, TERMS, AND COMMERCIAL STRUCTURE

4.1 Plan Tiers. Provider offers the following standard Plan Tiers. The Plan Tier selected by Customer, together with the applicable Fees and Included MAU allocation, shall be specified in the Order Form.

Plan TierIncluded MAUs per Month
Starter10,000
Growth25,000
Scale50,000

4.2 Twelve-Month Discount. Longer-term subscriptions may be eligible for discounted pricing, as specified in the applicable Order Form.

4.3 Six-Month Term. Fees for shorter subscription terms will be specified in the applicable Order Form.

4.4 Platform Scope. All Plan Tiers include full access to the Platform and all standard features. The sole distinction among Plan Tiers is the Included MAU allocation per billing period. Provider shall not restrict or differentiate Platform functionality based on the selected Plan Tier, unless otherwise expressly stated in the Order Form or the Documentation.

SECTION 5. PILOT PERIOD

5.1 Duration of the Pilot Period. If the applicable Order Form includes a Pilot Period, the duration of that Pilot Period shall be the period expressly specified in the Order Form. The Pilot Period commences on the pilot start date specified in the Order Form, or if no separate pilot start date is specified, on the Order Form effective date, and expires at 11:59 PM (Eastern Time) on the final calendar day of the agreed Pilot Period. During the Pilot Period, Customer shall have access to and use of the Platform for evaluation purposes on the terms set forth in the Agreement and the applicable Order Form. The Pilot Period is not part of the Subscription Term and does not reduce the duration of the Initial Term unless the applicable Order Form expressly provides otherwise.

5.2 Termination During the Pilot Period. If Customer is dissatisfied with the Platform for any reason or no reason during the Pilot Period, Customer may terminate the Agreement by delivering written notice to Provider via electronic mail to the address specified in the Order Form, such notice to be received by Provider on or before the last day of the Pilot Period. Written notice delivered by electronic mail shall be deemed sufficient for purposes of exercising the termination right under this Section 5.2.

5.3 Effect of Pilot Termination. Upon valid termination under Section 5.2: (a) Customer's right to access and use the Platform shall cease immediately upon the effective date of termination, or at such later date as Provider may specify, not to exceed five (5) business days following the effective date of termination; (b) Customer shall have no further obligation to pay Subscription Fees for any period following the effective date of termination; (c) notwithstanding the foregoing, any onboarding fees, implementation fees, setup charges, or similar non-recurring fees that were invoiced and paid prior to the effective date of termination shall be non-refundable; (d) Customer shall remain liable for all Fees accrued through the effective date of termination; and (e) the provisions of the Agreement that by their nature are intended to survive termination shall remain in full force and effect, as set forth in Section 18.6.

5.4 Continuation Beyond the Pilot Period. If Customer does not deliver a valid termination notice in accordance with Section 5.2 prior to the expiration of the Pilot Period, the Subscription Term shall begin automatically upon expiration of the Pilot Period without further action by either Party. The full Initial Term specified in the applicable Order Form (i.e., the full six-month or twelve-month subscription period, as applicable) shall begin after the Pilot Period expires, and the Pilot Period shall not be credited against or included in the Initial Term unless the applicable Order Form expressly provides otherwise. Upon commencement of the Subscription Term, the Initial Term shall be binding and non-cancellable except as provided in Sections 17.4, 17.5, or 17.6 of these Standard Terms.

SECTION 6. MEMVID ACTION UNITS (MAUs) AND USAGE

6.1 MAU Framework. Usage of the Platform is measured in Memvid Action Units. The definition, counting methodology, and allocation of MAUs are governed by this Section 6 and the applicable Order Form. In the event of any discrepancy between the MAU framework set forth in this Section 6 and the terms of a specific Order Form, the Order Form shall control solely with respect to the deal-specific MAU allocation, pricing, and any expressly stated exceptions.

6.2 MAU Measurement Methodology. Provider shall determine MAU consumption in good faith using its then-current usage measurement practices and system logs. Usage is measured using Provider's then-current usage measurement practices. Additional details may be provided in the applicable Order Form or Documentation. Provider may update, refine, or modify its MAU measurement methodology, including how usage events are classified, counted, bundled, or attributed, from time to time in connection with product changes, feature development, security needs, technical improvements, or changes in service architecture; provided, however, that Provider shall not materially reduce Customer's purchased usage capacity during the then-current Subscription Term without prior written notice to Customer and a commercially reasonable adjustment where warranted by the circumstances.

6.3 Unlimited Period. During the first two (2) calendar months of the Initial Term (the "Unlimited Period"), commencing on the Subscription Start Date, Customer shall have access to unlimited MAUs. The Unlimited Period is intended to facilitate Customer's onboarding, data ingestion, initial deployment, and ramp-up activities without concern for usage limitations. If the applicable Order Form includes a Pilot Period, the Unlimited Period begins when the Subscription Term begins after expiration of the Pilot Period, unless the applicable Order Form expressly provides otherwise. The Unlimited Period does not alter the selected Plan Tier, the Subscription Fees, or any other commercial terms set forth in the Order Form.

6.4 Transition to Standard MAU Limits. Beginning on the first day of the third (3rd) calendar month of the Subscription Term, and continuing for the remainder of the Subscription Term, Customer's Platform usage shall be subject to the Included MAU allocation specified in the Order Form for the applicable Plan Tier. Platform access and functionality shall not be interrupted or degraded solely due to MAU consumption reaching or exceeding the Included MAU allocation; however, usage in excess of the Included MAU allocation shall be subject to the Overage provisions set forth in Section 8.

6.5 No Rollover of Unused MAUs. Unless the applicable Order Form expressly provides otherwise, unused Included MAUs shall expire at the end of each monthly billing period and shall not carry over to any subsequent month. There shall be no credit, refund, or other compensation for unused MAUs.

6.6 Usage Notifications. Provider shall use commercially reasonable efforts to notify Customer when Customer's MAU consumption in a given billing period approaches or reaches the Included MAU allocation. Such notifications may be delivered through in-platform alerts, electronic mail, or such other channels as Provider may designate. Provider's failure to deliver a usage notification shall not relieve Customer of its obligations under Section 8 (Overage) or otherwise limit Provider's rights under the Agreement.

SECTION 7. FEES, INVOICING, AND PAYMENT

7.1 Subscription Fees. Customer shall pay the Subscription Fees specified in the applicable Order Form for the selected Plan Tier and Subscription Term. Subscription Fees shall be due and payable in United States dollars (USD), unless the Order Form specifies an alternative currency.

7.2 Invoicing. Provider shall invoice Customer for Subscription Fees monthly in advance, unless the Order Form specifies an alternative invoicing cadence (e.g., quarterly or annually in advance). The first invoice shall be issued on or about the Subscription Start Date.

7.3 Payment Terms. All invoices shall be due and payable within thirty (30) calendar days of the invoice date, unless a different payment period is specified in the Order Form. Payment shall be made by the method specified in the Order Form or by such other method as the Parties may agree in writing, including payment through the designated payment processor identified in the Order Form.

7.4 Late Payment. If Customer fails to pay any undisputed amount when due, Provider may charge interest on the overdue amount at the lesser of: (a) one and one-half percent (1.5%) per month (18% per annum); or (b) the maximum rate permitted by applicable Law, calculated from the date such amount was due until the date of actual payment. Late payment charges shall accrue without the necessity of notice or demand from Provider.

7.5 Disputed Invoices. If Customer in good faith disputes any portion of an invoice, Customer shall: (a) pay all undisputed amounts by the applicable due date; and (b) provide Provider with written notice of the dispute, including reasonable detail of the basis for the dispute, within fifteen (15) calendar days following receipt of the invoice. The Parties shall negotiate in good faith to resolve any invoice dispute within thirty (30) calendar days of Provider's receipt of the dispute notice. Amounts determined to be owed following resolution of a dispute shall be paid within ten (10) business days of such resolution.

7.6 Taxes. All Fees stated in the Agreement and any Order Form are exclusive of Taxes. Customer shall be responsible for the payment of all applicable Taxes arising in connection with the Agreement, excluding taxes based on Provider's net income. If Provider is required by Law to collect any Taxes from Customer, such Taxes shall be added to each applicable invoice. If Customer is exempt from any applicable Tax, Customer shall provide Provider with a valid exemption certificate or other documentary evidence acceptable to the relevant taxing authority.

7.7 No Deduction or Setoff. Except as expressly set forth in Section 7.5, Customer shall not withhold, deduct, or set off any amounts from Fees payable under the Agreement, including on account of any claim, counterclaim, or dispute, without Provider's prior written consent.

SECTION 8. OVERAGE

8.1 Overage Bundles. If Customer's MAU consumption in any billing period exceeds the Included MAU allocation (after expiration of the Unlimited Period), Customer may purchase additional MAUs in blocks of ten thousand (10,000) MAUs per block (each, an "Overage Bundle").

8.2 Customer Approval Required. Overage Bundles are strictly customer-initiated and customer-approved. Under no circumstances shall Provider automatically add Overage Bundles or automatically bill Customer for usage in excess of the Included MAU allocation without having first obtained Customer's prior written or electronic authorization. For purposes of this Section 8.2, electronic authorization shall include express approval delivered via electronic mail, an in-platform confirmation mechanism designated by Provider, or any other method of affirmative consent agreed upon by the Parties.

8.3 No Service Interruption for Overage. Provider shall not suspend, restrict, or degrade Customer's access to or use of the Platform solely because Customer's MAU consumption has reached or exceeded the Included MAU allocation in a given billing period, unless Customer has declined or failed to authorize an Overage Bundle following notification under Section 6.6 and the Parties have not otherwise agreed to alternative arrangements. Provider shall use commercially reasonable efforts to maintain continuity of service while the Parties resolve any usage overage situation.

8.4 Overage Invoicing. Approved Overage Bundles shall be invoiced in arrears on the next regularly scheduled invoice following the billing period in which the overage occurred, and shall be subject to the same payment terms set forth in Section 7.3.

SECTION 9. CUSTOMER DATA AND CONTENT

9.1 Ownership of Customer Content. As between the Parties, Customer shall retain all right, title, and interest in and to all Customer Content. Nothing in the Agreement shall be construed to grant Provider any ownership rights in Customer Content.

9.2 License to Customer Content. Customer hereby grants to Provider a non-exclusive, worldwide, royalty-free license to host, store, process, access, transmit, display, reproduce, and use Customer Content solely to the extent necessary to provide the Platform, perform Professional Services, and fulfill Provider's obligations under the Agreement. Upon termination or expiration of the Agreement, the license granted under this Section 9.2 shall terminate, subject to Section 18.

9.3 Customer Responsibility for Content. Customer represents, warrants, and covenants that: (a) Customer has all rights, licenses, consents, and permissions necessary to submit Customer Content to the Platform and to grant the license described in Section 9.2; (b) Customer Content does not and shall not infringe, misappropriate, or otherwise violate the Intellectual Property Rights, privacy rights, or other rights of any third party; and (c) Customer Content does not contain any material that is unlawful, tortious, defamatory, obscene, or otherwise objectionable under applicable Law.

9.4 No Use of Customer Data for Model Training. Provider shall not use Customer Content, or any derivatives thereof, for the purpose of training, fine-tuning, or improving general-purpose machine learning models, artificial intelligence models, or algorithms that are made available to other customers or third parties, unless Customer provides its prior express written consent. Notwithstanding the foregoing, Provider may collect, use, and analyze aggregated, anonymized, or de-identified data derived from Customer's use of the Platform (including usage patterns, performance data, and telemetry data) for purposes of improving, developing, and operating the Platform and Provider's products and services generally, provided that such aggregated or de-identified data does not identify Customer, any Authorized User, or any individual data subject.

SECTION 10. DATA PROCESSING AND PRIVACY

10.1 Data Processing Addendum. To the extent that Provider processes Personal Data on behalf of Customer in connection with the Platform or Professional Services, such processing shall be governed by the Data Processing Addendum, which is incorporated into the Agreement by reference. The DPA sets forth the Parties' obligations with respect to data processing, data security, data subject rights, sub-processor management, breach notification, data return and deletion, and related matters, consistent with the Delaware Personal Data Privacy Act (6 Del. C. Ch. 12D) and other applicable data protection Laws.

10.2 Customer as Controller. For purposes of applicable data protection Laws, Customer shall be deemed the controller (or equivalent term) with respect to Personal Data submitted to the Platform, and Provider shall be deemed the processor (or equivalent term) acting on Customer's behalf and in accordance with Customer's documented instructions, as further described in the DPA.

10.3 Compliance with Data Protection Laws. Each Party shall comply with its respective obligations under applicable data protection Laws, including, where applicable, the Delaware Personal Data Privacy Act (6 Del. C. Ch. 12D), the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.), and other comprehensive state privacy legislation. Specific contractual provisions required by such Laws are set forth in the DPA.

SECTION 11. INTELLECTUAL PROPERTY OWNERSHIP

11.1 Provider Technology. As between the Parties, Provider owns and shall retain all right, title, and interest (including all Intellectual Property Rights) in and to the Provider Technology. The Agreement does not convey to Customer any ownership interest in the Provider Technology, whether by implication, estoppel, or otherwise.

11.2 Deliverables. Unless the applicable SOW expressly provides otherwise, all deliverables, work product, custom configurations, custom agents, scripts, documentation, and materials produced by Provider in the course of performing Professional Services shall be and remain Provider's property. Customer shall receive a non-exclusive, non-transferable, royalty-free license to use such deliverables solely in connection with Customer's authorized use of the Platform during the Subscription Term.

11.3 Customer's Intellectual Property. As between the Parties, Customer owns and shall retain all right, title, and interest (including all Intellectual Property Rights) in and to Customer Content and Customer's pre-existing intellectual property. Nothing in the Agreement shall be construed to transfer any ownership of Customer's Intellectual Property Rights to Provider.

11.4 Prohibited Activities. Customer shall not, and shall not authorize or permit any third party to: (a) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, underlying ideas, or architecture of the Platform, except to the limited extent that applicable Law (including the Digital Millennium Copyright Act, 17 U.S.C. § 1201(f)) expressly prohibits such restriction despite a contractual prohibition; (b) use the Platform, Documentation, or any Provider Technology for the purpose of developing, marketing, or operating a product or service that competes with the Platform or any other Provider offering; (c) sublicense, redistribute, or grant access to the Platform to any third party except as expressly permitted under the Agreement; (d) remove, alter, or obscure any proprietary notices, labels, or markings on or in the Platform or Documentation; or (e) attempt to circumvent any technical protection measures, license keys, or usage limitations embedded in the Platform.

11.5 Federal Intellectual Property Protections. Without limiting the generality of the foregoing, the Platform and all components thereof are protected under, among others, the Copyright Act of 1976 (17 U.S.C. § 101 et seq.), the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.), the Delaware Uniform Trade Secrets Act (6 Del. C. §§ 2001 et seq.), the Lanham Act (15 U.S.C. § 1051 et seq.), and applicable patent laws of the United States, including 35 U.S.C. § 1 et seq.

SECTION 12. CONFIDENTIALITY

12.1 Definition. "Confidential Information" means all information, in any form or medium, disclosed by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Agreement, that is designated as confidential, proprietary, or similarly marked at the time of disclosure, or that, given the nature of the information or the circumstances of its disclosure, would reasonably be understood by the Receiving Party to be confidential. Confidential Information of Provider shall include, without limitation, the Platform, Provider Technology, pricing, technical specifications, product roadmaps, security practices, and the terms and conditions of the Agreement. Confidential Information of Customer shall include, without limitation, Customer Content, financial information, business plans, and employee and customer data.

12.2 Exclusions. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault, act, or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's contemporaneous written records; (c) is lawfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's contemporaneous written records.

12.3 Obligations. The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted under the Agreement; (c) use Confidential Information solely for the purpose of exercising its rights and performing its obligations under the Agreement; and (d) protect Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. The Receiving Party may disclose Confidential Information to its employees, officers, directors, agents, contractors, and advisors who have a need to know for the purposes of the Agreement and who are bound by confidentiality obligations no less protective than those set forth herein.

12.4 Compelled Disclosure. If the Receiving Party is compelled by applicable Law, court order, subpoena, or governmental investigation to disclose any Confidential Information, the Receiving Party shall: (a) to the extent legally permissible, promptly notify the Disclosing Party in writing prior to making such disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy; (b) cooperate with the Disclosing Party, at the Disclosing Party's expense, in any efforts to limit or prevent such disclosure; and (c) disclose only that portion of the Confidential Information that, in the opinion of the Receiving Party's legal counsel, is legally required to be disclosed.

12.5 Duration. The confidentiality obligations set forth in this Section 12 shall remain in effect during the Subscription Term and for a period of five (5) years following the expiration or termination of the Agreement; provided, however, that with respect to any Confidential Information constituting a trade secret under applicable Law (including the Delaware Uniform Trade Secrets Act, 6 Del. C. §§ 2001 et seq., and the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq.), the confidentiality obligations shall continue for so long as such information qualifies as a trade secret under applicable Law.

12.6 Equitable Relief. Each Party acknowledges that any breach of this Section 12 may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy, and accordingly the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the necessity of proving actual damages or posting a bond, in addition to all other remedies available at law or in equity.

SECTION 13. REPRESENTATIONS AND WARRANTIES

13.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full corporate power and authority to enter into the Agreement and to perform its obligations hereunder; (c) the execution, delivery, and performance of the Agreement have been duly authorized by all necessary corporate action; (d) the Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, and similar laws affecting creditors' rights generally, and to general principles of equity; and (e) the performance of its obligations under the Agreement will not conflict with or violate any applicable Law, or any agreement, instrument, or obligation to which it is a party or by which it is bound.

13.2 Provider's Warranties. Provider represents and warrants that: (a) the Platform shall perform materially in accordance with the Documentation during the Subscription Term, when accessed and used in accordance with the Agreement and the Documentation; (b) Professional Services shall be performed in a professional and workmanlike manner, consistent with generally accepted industry standards; (c) Provider shall comply with all Laws applicable to its provision of the Platform and Professional Services; and (d) to Provider's knowledge, the Platform, as delivered and used in accordance with the Agreement, does not infringe or misappropriate any third party's Intellectual Property Rights.

13.3 Customer's Warranties. Customer represents and warrants that: (a) Customer has all rights, licenses, consents, and permissions necessary to grant the rights granted under the Agreement and to submit Customer Content to the Platform; (b) Customer Content does not and shall not infringe, misappropriate, or otherwise violate the Intellectual Property Rights or other rights of any third party; (c) Customer shall use the Platform in compliance with all applicable Laws; and (d) Customer shall not submit to the Platform any data or content that Customer is prohibited by Law or contractual obligation from disclosing or processing.

SECTION 14. DISCLAIMER OF WARRANTIES

14.1 General Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 13, THE PLATFORM, DOCUMENTATION, PROFESSIONAL SERVICES, AND ALL PROVIDER TECHNOLOGY ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, OR QUIET ENJOYMENT. PROVIDER FURTHER DISCLAIMS ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE.

14.2 AI-Output Disclaimer. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PLATFORM GENERATES OUTPUTS, RESPONSES, RECOMMENDATIONS, AND RESULTS USING ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES. SUCH OUTPUTS MAY BE INACCURATE, INCOMPLETE, OUTDATED, OR OTHERWISE UNRELIABLE. PROVIDER DOES NOT WARRANT THAT ANY AI-GENERATED OUTPUT WILL BE ERROR-FREE, ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING, VERIFYING, AND VALIDATING ALL PLATFORM OUTPUTS AND FOR EXERCISING INDEPENDENT HUMAN JUDGMENT AND OVERSIGHT BEFORE RELYING UPON OR ACTING ON ANY SUCH OUTPUTS. PROVIDER SHALL HAVE NO LIABILITY FOR ANY DECISION MADE, ACTION TAKEN, OR OMISSION MADE BY CUSTOMER OR ANY THIRD PARTY IN RELIANCE ON ANY AI-GENERATED OUTPUT.

14.3 No Warranty of Uninterrupted Access. PROVIDER DOES NOT WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. THE SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OF THE PLATFORM TO CONFORM TO THE WARRANTY SET FORTH IN SECTION 13.2(a) SHALL BE, AT PROVIDER'S OPTION: (i) REPAIR OR CORRECTION OF THE NON-CONFORMING PLATFORM FEATURE; (ii) RE-PERFORMANCE OF THE NON-CONFORMING PROFESSIONAL SERVICES; OR (iii) IF PROVIDER IS UNABLE TO CURE SUCH NON-CONFORMITY WITHIN A COMMERCIALLY REASONABLE TIME PERIOD, TERMINATION OF THE AFFECTED ORDER FORM AND A PRO RATA REFUND OF ANY PREPAID, UNUSED SUBSCRIPTION FEES CORRESPONDING TO THE PERIOD FOLLOWING THE EFFECTIVE DATE OF SUCH TERMINATION.

SECTION 15. LIMITATION OF LIABILITY

15.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, DATA, OR USE, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION, WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

15.2 Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO PROVIDER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST AROSE. WHERE MULTIPLE ORDER FORMS ARE IN EFFECT, THE LIABILITY CAP SHALL BE CALCULATED BY REFERENCE TO THE FEES UNDER THE SPECIFIC ORDER FORM GIVING RISE TO THE CLAIM.

15.3 Carve-Outs. The limitations and exclusions set forth in Sections 15.1 and 15.2 shall not apply to: (a) either Party's breach of its confidentiality obligations under Section 12 (except that each Party's aggregate liability for a breach of Section 12 shall not exceed two (2) times the applicable liability cap set forth in Section 15.2); (b) either Party's indemnification obligations under Section 16; (c) Customer's obligation to pay Fees due and owing under the Agreement; (d) liability arising from a Party's gross negligence or willful misconduct; (e) liability arising from Customer's breach of the usage restrictions in Section 3.3 or infringement or misappropriation of Provider's Intellectual Property Rights; or (f) liability that cannot be limited or excluded under applicable Law.

SECTION 16. INDEMNIFICATION

16.1 Provider's Indemnification Obligations. Provider shall defend, indemnify, and hold harmless Customer, its officers, directors, employees, agents, successors, and assigns (collectively, "Customer Indemnitees") from and against any third-party claims, demands, actions, suits, or proceedings (each, a "Claim") alleging that Customer's authorized use of the Platform as contemplated by the Agreement infringes or misappropriates such third party's Intellectual Property Rights, and Provider shall pay all damages, costs, and expenses (including reasonable attorneys' fees) finally awarded against Customer Indemnitees or agreed to in a Provider-approved settlement.

16.2 Exclusions from Provider's Indemnification. Provider shall have no obligation under Section 16.1 to the extent a Claim arises from or relates to: (a) Customer Content or any data, materials, or information provided by Customer; (b) modifications to the Platform made by any party other than Provider; (c) Customer's use of the Platform in combination with third-party products, services, software, or data not provided, approved, or recommended by Provider, where the infringement would not have occurred absent such combination; (d) Customer's use of the Platform in a manner not consistent with the Agreement or the Documentation; (e) Customer's continued use of an allegedly infringing version of the Platform after Provider has made available a non-infringing alternative at no additional cost; or (f) use of a free trial, beta, or pre-release version of the Platform.

16.3 Provider's Mitigation Options. If the Platform (or any component thereof) becomes, or in Provider's reasonable opinion is likely to become, the subject of an infringement or misappropriation Claim, Provider may, at its option and expense: (a) procure for Customer the right to continue using the Platform; (b) modify the Platform so that it is no longer infringing, without materially diminishing its functionality; or (c) replace the infringing component with a functionally equivalent, non-infringing alternative. If none of the foregoing options is commercially feasible, Provider may terminate the affected Order Form upon written notice and refund to Customer a pro rata portion of any prepaid, unused Subscription Fees corresponding to the period following the effective date of such termination.

16.4 Customer's Indemnification Obligations. Customer shall defend, indemnify, and hold harmless Provider, its officers, directors, employees, agents, successors, and assigns (collectively, "Provider Indemnitees") from and against any third-party Claim: (a) alleging that Customer Content, or Provider's use thereof in accordance with the Agreement, infringes or misappropriates such third party's Intellectual Property Rights or other rights; (b) arising from Customer's breach of Section 3.3 (Usage Restrictions), Section 9.3 (Customer Responsibility for Content), or Section 27 (Compliance with Laws); or (c) arising from Customer's willful misconduct or gross negligence in connection with the Agreement. Customer shall pay all damages, costs, and expenses (including reasonable attorneys' fees) finally awarded against Provider Indemnitees or agreed to in a Customer-approved settlement.

16.5 Indemnification Procedure. A Party seeking indemnification (the "Indemnified Party") shall: (a) promptly notify the indemnifying Party (the "Indemnifying Party") in writing of any Claim for which indemnification is sought; provided that failure to provide timely notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced by such failure; (b) grant the Indemnifying Party sole control of the defense and settlement of the Claim (provided that the Indemnifying Party shall not settle any Claim in a manner that imposes obligations on the Indemnified Party, admits liability on behalf of the Indemnified Party, or does not unconditionally release the Indemnified Party, without the Indemnified Party's prior written consent, such consent not to be unreasonably withheld); and (c) provide reasonable cooperation and assistance to the Indemnifying Party in the defense of the Claim, at the Indemnifying Party's expense.

16.6 Sole Remedy. The indemnification obligations set forth in this Section 16 state the Indemnifying Party's sole and exclusive liability, and the Indemnified Party's sole and exclusive remedy, with respect to any Claim covered by this Section 16.

SECTION 17. TERM, RENEWAL, AND TERMINATION

17.1 Initial Term. The Initial Term shall commence on the Subscription Start Date, which occurs after expiration of any Pilot Period unless the applicable Order Form expressly provides otherwise, and shall continue for the full period specified in the applicable Order Form (either six (6) or twelve (12) months), unless earlier terminated in accordance with the Agreement.

17.2 Automatic Renewal. Unless Customer provides written notice of non-renewal to Provider at least thirty (30) calendar days prior to the expiration of the then-current Subscription Term (whether the Initial Term or any Renewal Term), the subscription shall automatically renew for successive periods equal in length to the Initial Term (each, a "Renewal Term"), at the then-current Fees for the applicable Plan Tier, unless the Parties agree otherwise in writing. Provider shall use commercially reasonable efforts to notify Customer of any Fee changes applicable to a Renewal Term at least forty-five (45) calendar days prior to the commencement of such Renewal Term.

17.3 Non-Renewal Notice. Notice of non-renewal must be delivered in writing (including by electronic mail) to the address specified in the applicable Order Form. Failure to deliver timely non-renewal notice shall result in automatic renewal as set forth in Section 17.2.

17.4 Termination for Cause. Either Party may terminate the Agreement (or the applicable Order Form) by written notice if the other Party commits a material breach of any term or condition of the Agreement and fails to cure such breach within thirty (30) calendar days after receiving written notice thereof specifying the nature of the breach in reasonable detail. If the breach is not susceptible to cure within thirty (30) calendar days, the breaching Party shall not be in default if it commences cure within such period and diligently prosecutes the cure to completion within a commercially reasonable time, not to exceed sixty (60) calendar days.

17.5 Termination for Non-Payment. Notwithstanding Section 17.4, if Customer fails to pay any undisputed Fees when due and such failure continues for a period of thirty (30) calendar days following written notice from Provider, Provider may terminate the Agreement (or the affected Order Form) immediately upon written notice. Such termination shall be without prejudice to Provider's right to recover all outstanding Fees, accrued interest, and costs of collection, including reasonable attorneys' fees.

17.6 Termination for Insolvency. Either Party may terminate the Agreement immediately upon written notice if the other Party: (a) becomes insolvent; (b) files or has filed against it a petition in bankruptcy, reorganization, or similar proceeding that is not dismissed within sixty (60) calendar days; (c) makes an assignment for the benefit of creditors; or (d) has a receiver, trustee, or similar official appointed over a material portion of its assets.

17.7 Effect of Termination on Order Forms. Unless the Agreement specifies otherwise, termination of the Agreement shall result in the automatic termination of all outstanding Order Forms. Termination of an individual Order Form shall not, by itself, result in termination of the Agreement or of any other Order Form, unless the terminated Order Form is the sole Order Form in effect.

SECTION 18. EFFECT OF TERMINATION; DATA RETRIEVAL

18.1 Cessation of Rights. Upon the effective date of termination or expiration of the Agreement (or the applicable Order Form), Customer's right to access and use the Platform shall immediately cease, and Customer shall discontinue all use of the Platform, Documentation, and Provider Technology, except as expressly provided in this Section 18.

18.2 Accrued Obligations. Termination or expiration of the Agreement shall not relieve either Party of any obligation that accrued prior to the effective date of termination, including Customer's obligation to pay all Fees due and owing through the effective date of termination and Provider's obligation to deliver services for which Fees have been paid.

18.3 Data Export Period. Following expiration or termination of the Agreement for any reason, Provider shall make Customer Content available for export or retrieval by Customer for a period of thirty (30) calendar days (the "Data Export Period"). During the Data Export Period, Provider shall, upon Customer's written request, provide Customer Content in a commercially reasonable, machine-readable format. Customer shall be responsible for retrieving its Customer Content within the Data Export Period.

18.4 Deletion of Customer Content. Following expiration of the Data Export Period, Provider may, and upon Customer's written request shall, delete or destroy all copies of Customer Content in its possession or control, except to the extent that retention is required by applicable Law or necessary for Provider to exercise or defend against legal claims. Provider shall confirm such deletion in writing to Customer upon request.

18.5 Migration Assistance. If Customer requests assistance with data migration or transition following expiration or termination of the Agreement, such assistance shall be treated as Professional Services, subject to a separate SOW and applicable fees, unless the applicable Order Form expressly provides otherwise.

18.6 Survival. The following provisions shall survive any expiration or termination of the Agreement: Sections 1 (Definitions), 7 (Fees, Invoicing, and Payment, to the extent of accrued obligations), 9 (Customer Data and Content, to the extent applicable to post-termination obligations), 11 (Intellectual Property Ownership), 12 (Confidentiality), 14 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Indemnification), 18 (Effect of Termination; Data Retrieval), 24 (Feedback), and 29 (General Provisions), together with any other provisions that by their nature are intended to survive. The corresponding provisions of the Subscription Agreement (including governing law, jurisdiction, jury waiver, and dispute resolution) shall likewise survive.

SECTION 19. SUSPENSION

19.1 Suspension for Non-Payment. If Customer fails to pay any undisputed Fees by the applicable due date and such failure continues for a period of ten (10) calendar days following written notice from Provider, Provider may, in addition to any other rights and remedies available to it, suspend Customer's access to the Platform until all outstanding Fees, including accrued interest, have been paid in full. Provider shall provide Customer with at least five (5) business days' prior written notice before effectuating any suspension under this Section 19.1.

19.2 Suspension for Misuse or Security Risk. Provider may immediately suspend or restrict Customer's access to the Platform, in whole or in part, without prior notice, if Provider reasonably determines that: (a) Customer's use of the Platform poses a threat to the security, integrity, or availability of the Platform or any other customer's data; (b) Customer or its Authorized Users are engaging in, or have engaged in, conduct that violates Section 3.3 (Usage Restrictions) or any applicable Law; (c) Customer is using the Platform to process or store data that is prohibited under the Agreement; or (d) suspension is required to comply with a court order, governmental directive, or applicable Law. Provider shall use commercially reasonable efforts to limit the scope and duration of any suspension under this Section 19.2 and to provide notice to Customer as soon as reasonably practicable.

19.3 No Waiver of Fees During Suspension. During any period of suspension under this Section 19, Customer's obligation to pay Subscription Fees and all other applicable Fees shall continue unabated, except to the extent that the suspension results solely from Provider's breach of its obligations under the Agreement.

SECTION 20. PROFESSIONAL SERVICES AND STATEMENTS OF WORK

20.1 Scope. Professional Services may include, without limitation, implementation, onboarding, configuration, data ingestion pipeline setup, custom integration, migration, custom agent development, training, and consulting services. Professional Services shall be provided in accordance with the terms of the Agreement and any applicable SOW or Order Form.

20.2 Standard Included Services. Each subscription may include certain standard onboarding and implementation assistance at no additional charge, as determined by Provider and described in the applicable Order Form, Documentation, or onboarding materials. Such assistance may include reasonable setup, configuration, training, and support activities intended to facilitate Customer's initial use of the Platform. Any services beyond the standard included scope, including custom implementation, migration, integration, development, or other non-standard services, shall be subject to a separate Statement of Work or other written agreement.

20.3 Additional Services. Any services requested by Customer that fall outside the scope of Included Services, including custom integrations, migrations, on-site work, custom agent development beyond standard onboarding, or any other non-standard engagement, shall be considered additional Professional Services and shall require the execution of a separate SOW setting forth the scope, deliverables, timeline, fees, acceptance criteria, and other applicable terms.

20.4 Change Orders. If either Party requests a change to the scope, timeline, deliverables, or fees set forth in an executed SOW, such change shall be documented in a written change order signed by authorized representatives of both Parties. No change to a SOW shall be effective unless set forth in a signed change order. Provider shall not be obligated to commence work on any change order until the change order has been fully executed and, where applicable, any additional fees have been agreed.

20.5 Ownership of Professional Services Deliverables. Ownership of all deliverables, work product, and materials produced by Provider in the course of performing Professional Services shall be governed by Section 11 of these Standard Terms, unless the applicable SOW expressly provides otherwise.

SECTION 21. SUPPORT AND SERVICE LEVELS

21.1 Support Scope. During the Subscription Term, Provider shall provide Customer with access to Provider's support team via electronic mail and such other channels as Provider may designate. Support shall encompass: (a) technical assistance with Platform functionality, configuration, and usage; (b) troubleshooting of errors, bugs, and performance issues; (c) guidance on best practices for Platform utilization; and (d) consideration of Customer's feature requests and enhancement suggestions, subject to Provider's sole discretion regarding product roadmap decisions.

21.2 Support Limitations. Provider's support obligations under this Section 21 do not extend to: (a) issues arising from Customer's use of the Platform in a manner not consistent with the Agreement or the Documentation; (b) issues caused by Customer Content, third-party software, hardware, or services not provided or approved by Provider; (c) issues arising from modifications to the Platform made by any party other than Provider; or (d) general consulting, custom development, or other services that fall within the scope of Professional Services under Section 20.

21.3 Service Level Agreement. The service availability targets, response-time commitments, and remedies (including any service credits) applicable to Provider's delivery of the Platform are set forth in the Support Terms, which are incorporated into the Agreement by reference. In the event of any conflict between this Section 21 and the Support Terms, the Support Terms shall prevail.

21.4 Support Hours and Response Targets. Provider's standard support hours, response-time targets, and escalation procedures shall be as set forth in the Support Terms or, in the absence thereof, as described in the Documentation or communicated by Provider in writing. Provider shall use commercially reasonable efforts to meet published response-time targets but shall not be liable for failure to meet such targets except to the extent expressly provided in the Support Terms.

SECTION 22. SECURITY

22.1 Security Program. Provider shall maintain a comprehensive information security program designed to protect Customer Content and Personal Data against unauthorized access, use, disclosure, alteration, or destruction. Such program shall include administrative, technical, and physical safeguards that are consistent with industry standards for enterprise software-as-a-service providers, including, without limitation: (a) encryption of Customer Content in transit and at rest using then-current, industry-standard encryption protocols; (b) role-based access controls, authentication mechanisms, and least-privilege principles for Provider personnel; (c) logging, monitoring, and auditing of access to systems and data; (d) regular vulnerability assessments and penetration testing; (e) incident response and breach notification procedures; and (f) employee training on data protection and information security practices.

22.2 Security and Compliance Terms. Additional details regarding Provider's security practices, certifications, and compliance commitments are set forth in the Security and Compliance Terms, which are incorporated into the Agreement by reference. In the event of any conflict between this Section 22 and the Security and Compliance Terms, the Security and Compliance Terms shall prevail.

22.3 Security Incidents. In the event that Provider becomes aware of any unauthorized access to, or acquisition of, Customer Content or Personal Data processed on behalf of Customer (a "Security Incident"), Provider shall: (a) notify Customer of the Security Incident without unreasonable delay, and in any event within seventy-two (72) hours of becoming aware of the incident; (b) take reasonable measures to contain, investigate, and remediate the Security Incident; (c) cooperate with Customer and any applicable governmental authorities in connection with the investigation and remediation of the Security Incident; and (d) provide Customer with such information as is reasonably necessary for Customer to fulfill its own breach notification obligations under applicable Law.

SECTION 23. DEPLOYMENT MODELS

23.1 Deployment Options. The Platform may be made available through one or more deployment models, as specified in the applicable Order Form or other written agreement between the Parties. The specific deployment model, configuration, and related technical or operational requirements applicable to Customer's subscription shall be documented in the applicable Order Form, deployment addendum, Statement of Work, or other Incorporated Document.

23.2 Single Agreement; Deployment Addendum. All deployments of the Platform, regardless of configuration, shall be governed by the Agreement. To the extent a particular deployment requires terms that differ from or supplement these Standard Terms, including terms relating to infrastructure, access, security, data handling, maintenance, updates, continuity, or operational responsibilities, such terms shall be set forth in the applicable Order Form, deployment addendum, Statement of Work, or other written agreement. In the absence of such additional terms, these Standard Terms shall apply.

23.3 Customer-Controlled Infrastructure Responsibilities. The Parties' respective responsibilities for any deployment-specific infrastructure, systems, environments, access, maintenance, security, updates, backups, disaster recovery, and related operational matters shall be as specified in the applicable Order Form, deployment addendum, Statement of Work, or other written agreement. Unless otherwise expressly agreed in writing, each Party shall remain responsible for the systems, environments, and resources that it owns, operates, or controls.

SECTION 24. FEEDBACK

24.1 Submission of Feedback. "Feedback" means any suggestions, ideas, enhancement requests, recommendations, feature requests, bug reports, or other feedback that Customer or its Authorized Users provide to Provider regarding the Platform, Documentation, or Professional Services, whether solicited or unsolicited, in any form or medium.

24.2 License to Feedback. Customer hereby grants to Provider a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, transferable, sublicensable license to use, reproduce, modify, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit Feedback for any purpose, without restriction, obligation, or compensation to Customer. Nothing in the Agreement shall be construed to require Provider to implement any Feedback, or to impose upon Provider any confidentiality obligation with respect to Feedback, unless such Feedback independently qualifies as Confidential Information under Section 12.

SECTION 25. PUBLICITY

25.1 Provider Publicity Rights. Subject to Section 25.2, Provider may identify Customer by name and logo in Provider's customer lists, marketing materials, and website, solely for the purpose of indicating that Customer is a user of the Platform. Provider shall not issue press releases, case studies, or other detailed public statements referencing Customer without Customer's prior written consent.

25.2 Customer Opt-Out. Customer may opt out of the publicity rights granted in Section 25.1 at any time by providing written notice to Provider. Upon receipt of such notice, Provider shall remove references to Customer from its marketing materials within a commercially reasonable time, not to exceed thirty (30) calendar days.

SECTION 26. FORCE MAJEURE

26.1 Definition. A "Force Majeure Event" means any event beyond the reasonable control of the affected Party that prevents or delays the performance of its obligations under the Agreement, including, without limitation, acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labor disputes (other than those involving the affected Party's own employees), governmental actions, sanctions, embargoes, power failures, internet disruptions, denial-of-service attacks, or failures of third-party telecommunications or hosting providers.

26.2 Effect. Neither Party shall be liable for any failure or delay in the performance of its obligations under the Agreement (other than payment obligations) to the extent that such failure or delay results from a Force Majeure Event. The affected Party shall: (a) promptly notify the other Party in writing of the Force Majeure Event and its expected duration; (b) use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as practicable; and (c) provide periodic updates to the other Party regarding the status of the Force Majeure Event and resumption of performance.

26.3 Extended Force Majeure. If a Force Majeure Event continues for a period of sixty (60) consecutive calendar days or more, either Party may terminate the Agreement (or the affected Order Form) upon thirty (30) calendar days' prior written notice to the other Party, without liability for such termination, except for the payment of Fees accrued prior to the effective date of termination.

SECTION 27. COMPLIANCE WITH LAWS

27.1 General. Each Party shall comply with all applicable Laws in connection with its performance under the Agreement. Without limiting the foregoing, Customer shall comply with all applicable export control, sanctions, anti-corruption, and anti-bribery Laws, including the Export Administration Regulations (15 C.F.R. Parts 730 et seq.) and regulations administered by the U.S. Department of the Treasury Office of Foreign Assets Control (31 C.F.R. Parts 500 et seq.).

27.2 Anti-Corruption. Neither Party shall, directly or indirectly, offer, pay, promise, authorize, or accept any bribe, kickback, or other improper payment in connection with the Agreement, in violation of the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.), or any other applicable anti-corruption or anti-bribery Law.

SECTION 28. DISPUTE RESOLUTION

28.1 Escalation. Prior to initiating any formal dispute resolution proceedings, the Parties shall attempt to resolve any dispute, controversy, or claim arising out of or relating to the Agreement through good-faith negotiations between senior management representatives of each Party. Either Party may initiate the escalation procedure by delivering written notice to the other Party describing the dispute in reasonable detail. The Parties shall have thirty (30) calendar days from the date of such notice to attempt to resolve the dispute through negotiation.

28.2 Mediation. If the Parties are unable to resolve the dispute through negotiation within the time frame set forth in Section 28.1, either Party may submit the dispute to non-binding mediation administered by the American Arbitration Association (AAA) under its then-current Commercial Mediation Procedures, or by such other mediation organization or mediator as the Parties may mutually agree. The costs of mediation shall be shared equally by the Parties.

28.3 Litigation. If the dispute is not resolved through mediation within sixty (60) calendar days after the mediation is initiated, either Party may pursue its claims in a court of competent jurisdiction, subject to the governing law and jurisdiction provisions of the Subscription Agreement.

28.4 Equitable Relief. Notwithstanding the foregoing, nothing in this Section 28 shall prevent either Party from seeking equitable or injunctive relief in any court of competent jurisdiction to protect its Intellectual Property Rights, Confidential Information, or other proprietary rights, without the necessity of first complying with the escalation and mediation procedures set forth above.

SECTION 29. GENERAL PROVISIONS

29.1 Governing Law. These Standard Terms, and any dispute arising hereunder, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles, consistent with the governing law provision of the Subscription Agreement.

29.2 Jurisdiction and Venue. Each Party hereby irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware (including the Delaware Court of Chancery, to the extent such court has jurisdiction) for the adjudication of any dispute arising out of or relating to these Standard Terms or the Agreement. Each Party waives any objection to the laying of venue in such courts, including any defense or objection of inconvenient forum, lack of personal jurisdiction, or service of process.

29.3 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE STANDARD TERMS OR THE AGREEMENT.

29.4 Notices. All notices, consents, and other communications under these Standard Terms or the Agreement shall be delivered in accordance with the notice provisions of the Subscription Agreement.

29.5 Assignment. Neither Party may assign, transfer, or delegate the Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party; provided, however, that either Party may assign the Agreement without the other Party's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, so long as the assignee agrees in writing to assume all obligations under the Agreement. Any purported assignment in violation of this Section 29.5 shall be null and void.

29.6 Severability. If any provision of these Standard Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves, to the greatest extent possible, the original commercial intent.

29.7 Waiver. No failure or delay by either Party in exercising any right, power, or remedy under these Standard Terms or the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. A waiver of any provision or breach shall be effective only if set forth in a written instrument signed by the waiving Party.

29.8 Relationship of the Parties. The Parties are independent contractors. Nothing in these Standard Terms or the Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

29.9 Third-Party Beneficiaries. Except as otherwise expressly provided in the Incorporated Documents, the Agreement does not confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns.

29.10 Amendments. No amendment, modification, or supplement to these Standard Terms shall be effective against an existing Customer whose Subscription Term is then in effect, except in accordance with the versioning and term-lock provisions of the Subscription Agreement. Provider may amend these Standard Terms for prospective subscribers and for existing subscribers upon commencement of a Renewal Term, subject to the notice requirements set forth in the Subscription Agreement.

29.11 Headings; Construction. Section headings are for convenience of reference only and shall not affect the interpretation of these Standard Terms. As used herein: (a) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (b) the word "or" is not exclusive; (c) references to sections are to those of these Standard Terms unless otherwise indicated; and (d) references to any Law shall be deemed to include such Law as amended, supplemented, or replaced from time to time.