Enterprise Terms and Conditions

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

2.1. Use. During the Term, Customer may access and use the Services and Products pursuant to the terms of any outstanding Order, including such features and functions as the Order requires.

2.2. Service Levels. Subject to the terms and conditions of this Agreement, Provider will exercise commercially reasonable efforts to (a) provide industry-standard support for the use of the Services to Customer, and (b) keep the Services and Products materially operational and available to Customer, in each case in accordance with its standard policies and procedures (“Service Levels”). Provider will use reasonable efforts to inform Customer before any scheduled service disruptions through the Services or by email.

2.3. Documentation. Customer may reproduce and use the Documentation solely as necessary to support Users' use of the Product.

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

2.5. Users. Subject to the provisions below of this Section 2.5, Customer may authorize Users to access and use the Services and Products according to such restrictions as are set forth in the applicable Order. Customer shall make no representations or warranties regarding the Product or any other matter, to 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 Users' acts and omissions related to the Product (without limiting any liability of such Users to Provider). Provider will have no obligation to provide support or other services, or other remedies to Users.

3.1. Provision of Professional Services. Provider shall provide the Professional Services, and Customer shall provide any assistance and cooperation necessary or convenient to facilitate the Professional Services, or called for in an SOW.

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 SOW 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 Subsection 3.2(a). This Subsection 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 Product, as specified in the applicable SOW, and will thereafter be subject to this Agreement's terms regarding the Product, including without limitation license and indemnity terms. Except as explicitly set forth in this Agreement or the applicable SOW, 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.

4.1. 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 the fees as are set forth in each SOW (“Professional Service Fees”); and (d) reimburse such expenses as Provider reasonably incurs in provision of Professional Services. Amounts listed in SOWs are estimates of Professional Service Fees and will not be binding, except to the extent that the SOW specifically provides to the contrary.

4.2. Invoices, No Refunds. Provider may choose to bill through an invoice, in which case full payment for invoices are due within 15 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.

5.1. User Content. When a User provides User Content for use with the Al Functions, such User will receive Output. Customer is solely responsible for its User Content, including compliance with applicable laws and this Agreement. To the extent any User Content contains Customer Data, Provider may process this data on Customer's behalf in accordance with Section 6 in order to provide the Services and the Products. To the extent that any User Content contains Personal Information (as defined in the Privacy Policy) of any individuals, Customer is responsible for making sure that it has the appropriate permission and legal basis for Provider to collect and process information about those individuals. Customer authorizes Provider and its third-party providers to process Customer's User Content to provide Customer with the Al Functions and the Output. Customer agrees that Provider may use subprocessors to provide the AI Functions to Customer. Customer hereby acknowledges and agrees that Provider:

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

(b) Disclaims any responsibility for User Content or any Personal Information included in User Content.

(c) Cannot be liable for claims arising out of or relating to User Content, including any Personal Information included in User Content.

(d) Is not obligated to monitor, review, or remove User Content, but reserves the right to limit or remove User Content in the Product at its sole discretion.

5.2. Limitation on Use of Customer Data and User Data.

(a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR USE BY CUSTOMER AND ITS USERS, PROVIDER SHALL NOT HAVE THE RIGHT TO AND SHALL NOT USE ANY OF CUSTOMER'S CONFIDENTIAL INFORMATION (INCLUDING BUT NOT LIMITED TO ITS CUSTOMER DATA AND USER CONTENT) TO TRAIN ANY ARTIFICIAL INTELLIGENCE MODELS, INCLUDING LANGUAGE MODELS, PROGRAMMING MODELS OR OTHER TYPES OF MODELS OR ANY OTHER MANUAL OR AUTOMATED TRAINING OF DEEP/MULTI-LAYER NEURAL NETWORKS, OR USE SUCH INFORMATION THAT HAS BEEN INPUT INTO, DERIVED FROM OR DEVELOPED IN CONNECTION WITH THE AI FUNCTIONS, IN ANY ARTIFICIAL INTELLIGENCE TECHNOLOGY, PLATFORM OR OTHER SYSTEM OF ANY KIND THAT IS SHARED IN ANY MANNER WITH ANY PARTY OTHER THAN CUSTOMER;

(b) USE CUSTOMER'S CONFIDENTIAL INFORMATION (INCLUDING BUT NOT LIMITED TO ITS CUSTOMER DATA AND USER CONTENT) IN ANY WAY OTHER THAN TO RESPOND TO THE PROMPT PROVIDED BY CUSTOMER OR ITS USERS WHEN SUBMITTING SUCH INPUT INFORMATION; OR

(c) USE OUTPUT OR INFORMATION DERIVED FROM OUTPUT IN ANY OTHER WAY.

6.1. Use of Customer Data. As between Customer and Provider, Customer has and retains sole and exclusive ownership of all Customer Data and User Content. Customer grants to Provider a non-exclusive, worldwide, royalty free right and license during the Term to use, disclose, and process Customer Data to (a) provide the Services and Products to Customer; (b) perform its obligations under this Agreement; and (c) monitor, correct, enhance, and improve the Products and Services provided to Customer, including analyzing usage patterns, optimizing search relevance, and improving the accuracy and performance of the Services for Customer's benefit. For the avoidance of doubt, the license granted in this Section 6.1 does not permit Provider to use Customer Data to train any artificial intelligence or machine learning models, whether for Customer's benefit or otherwise; Provider's right to improve the Services is limited to non-model-training activities such as configuration optimization, performance tuning, and service quality improvements. 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 6.1. Provider shall (v) not access, process, or otherwise use Customer Data other than as necessary to provide the Services and Products or fulfill its obligations hereunder or pursuant to any Order or SOW; (w) not use Customer Data to train any artificial intelligence models; (x) not give any third party access to Customer Data, 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 or SOW and are subject to a reasonable written agreement containing restrictions governing the use and security of Customer Data that are no less restrictive than those contained in these Terms; (y) exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data; and (z) comply with all Privacy Laws that are applicable both specifically to Provider and generally to data processors in the jurisdictions in which Provider does business and operates physical facilities.

6.2. Privacy Policy. Customer acknowledges Provider's privacy policy at https://www.conversant.ai/privacy, and Customer recognizes and agrees that nothing in this Agreement restricts Provider's right to alter such privacy policy, provided however, that: (i) to the extent of any conflict between these Terms and the terms of any privacy policy, these terms shall control, and (ii) Provider shall provide Customer with thirty (30) days prior written notice of any changes to the terms of the privacy policy.

6.3. Usage Data; Deidentification. Customer acknowledges and agrees that Provider may (a) create, collect, analyze, and use data and statistical information regarding use of the Products (“Usage Data”) for the purposes of operating, improving, and optimizing the Services and Products; and (b) deidentify Customer Data, provided that there is no reasonable basis to believe that the information can be used, alone or in combination with other reasonably available information, to identify any individual or to identify Customer as the source of such data (“Deidentified Data”). All Usage Data, Deidentified Data, and intellectual property rights therein are and shall remain the sole and exclusive property of Provider, and Customer hereby assigns to Provider all right, title, and interest in and to any and all Usage Data and Deidentified Data. Provider may use Usage Data and Deidentified Data for product improvement, benchmarking, and reporting purposes. For the avoidance of doubt, Usage Data and Deidentified Data shall not be used to train any artificial intelligence or machine learning models, and Provider shall not disclose Deidentified Data to third parties except in aggregate form that does not identify Customer or any individual.

6.4. 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.

6.5. Required Disclosure. Notwithstanding the provisions above of this Section 6, Provider may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Provider shall give Customer prompt written 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.

6.6. 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 Services and Products, 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.

6.7. Data Accuracy. Provider shall have no responsibility or liability for the accuracy of data uploaded to the Product by Customer, including without limitation Customer Data and any other data uploaded by Users.

6.8. 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, User Content and Customer Data do not and will not include Excluded Data. Customer shall inform Provider of any Excluded Data within User Content or 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 6.9 or as set forth in a separate Business Associate Agreement between Customer and Provider): (x) the provisions of this Agreement related to User Content or Customer Data do not apply to Excluded Data; (y) Provider has no liability for any failure to provide protections in the Excluded Data Laws or otherwise to protect Excluded Data; and (z) 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.

6.9. Protected Health Information. Customer agrees to use commercially reasonable efforts to inform its Users prior to accessing the AI Functions that they should not transmit any Protected Health Information within User Content that is provided to Provider. In the event that a 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.

7.1. Acceptable Use. Customer shall comply with the AUP and shall require each of its Users to agree to and comply with the AUP. Customer shall not: (a) use the Product for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Product, except Users as specifically authorized by this Agreement; (b) provide passwords or other log-in information for use of the Services to any third party, except (i) Users as specifically authorized by this Agreement and (ii) via a third party integration provided as part of the Product; (c) share non-public Product features or content with any third party; (d) access the Product in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Product, or to copy any ideas, features, functions or graphics of the Product; or (e) engage in web scraping or data scraping on or related to the Product, 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 7.1, including without limitation by Users, Provider may suspend Customer's access to the Services without advance 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 User or other third party for violating the AUP, this Section 7.1, or this Agreement, but Provider is free to take any such action it sees fit.

7.2. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the Services, including without limitation by protecting its passwords and other log-in information. Customer shall notify Provider immediately of any known or suspected unauthorized use of the Services or breach of its security and shall use best efforts to stop said breach.

7.3. Compliance with Laws. In its use of the Services and Products, Customer shall comply with all applicable laws, including without limitation Privacy Laws.

7.4. Users; Product Access. Customer is responsible and liable for: (a) Users' use of the Services and Products, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Customer; and (b) any use of the Services or Products through Customer's account, whether authorized or unauthorized.

8.1. IP Rights in the Product. Provider or, as applicable, its licensors, retain all right, title, and interest in and to the Product and the Services, including without limitation the AI Functions, any software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, reports generated by the Product, and copyrights, and all Intellectual Property Rights related thereto, excluding any User Content or any Output. This Agreement does not grant Customer any intellectual property license or rights in or to the Product or any of its components, except to the limited extent set forth in this Agreement. Customer recognizes that the Product and its components are protected by copyright and other laws. Customer hereby grants Provider a non-exclusive license to use User Content or any Output containing User Content in order to provide the Services and Products.

8.2. Feedback. Provider has not agreed to and does not agree to treat as confidential any Feedback that Customer or 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 any obligation to compensate or credit Customer or the 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.

“Confidential Information” refers to the following items Provider discloses to Customer or Customer discloses to Provider either before or after the Effective Date of this Agreement, as applicable: (a) any document the disclosing party marks “confidential”; (b) any information the disclosing party orally designates as “confidential” at the time of disclosure; (c) the Documentation, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information the receiving party should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that can be shown through documentary evidence: (w) is in the receiving party's possession at the time of disclosure; (x) is independently developed by the receiving party without use of or reference to Confidential Information; (y) becomes known publicly, before or after disclosure, other than as a result of the receiving party's improper action or inaction; or (z) is approved for release in writing by the disclosing party.

9.1. Nondisclosure. Provider and Customer shall not use Confidential Information for any purpose other than in connection with activities related to the Services, the Products 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 9; 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.

9.2. 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 9; (b) it would be difficult to determine the damages resulting from its breach of this Section 9, 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. (This Section 9.2 does not limit either party's right to injunctive relief for breaches not listed.)

9.3. Termination & Return. Provider's and Customer's obligations pursuant to Section 9.1 above (Nondisclosure) will survive termination and the return or destruction of the disclosing party's Confidential Information.

9.4. 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.

9.5. 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 (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) 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 (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

10.1. Provider's Warranties.

(a) IP Rights in the Product. Subject to the next sentence, Provider represents and warrants that it is the owner of the Products 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 Products 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 11.1(a) through 11.1(e) below. In case of a breach of the warranty in this Subsection 10.1(a), Provider, at its own expense, shall promptly take the following actions: (i) secure for Customer the right to continue using the Products; (ii) replace or modify the Products to make them noninfringing; or if such remedies are not commercially practical in Provider's reasonable opinion (iii) terminate the infringing features of the Products 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 10.1(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, the preceding sentence states Provider's sole obligation and liability, and Customer's sole remedy, for breach of the warranty in this Subsection 10.1(a) and for potential or actual intellectual property infringement by the Products.

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

10.2. 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 Products; (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 Products and the Services only in compliance with applicable laws and regulations.

(b) Re Users. Customer represents and warrants that, to the best of its knowledge: (i) Customer shall not provide any inaccurate information about a User to or through the Services; (ii) each individual User will be at least 18 years or older; (iii) Customer will require its Users to agree to use the Products in compliance with the terms set forth in this Agreement and applicable laws and regulations; and (iv) Customer has received the appropriate permission and legal basis for Provider to collect and process information about and Personal Information of its Users in accordance with the terms set forth in this Agreement and Provider's Privacy Policy.

(c) Re User Content. Customer hereby represents and warrants that its User Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vii) will not represent Customer as being employed or directly engaged by or affiliated with Provider or purport that Customer is authorized to act as a representative or agent of Provider; (viii) will not create liability for Provider or cause Provider to lose (in whole or in part) the services of its ISPs or other suppliers and (ix) will not include any Excluded Data.

10.3. Warranty Disclaimers.

EXCEPT TO THE EXTENT SET FORTH IN SECTION 10.1 AND THE SERVICE LEVELS IN SECTION 2.2, CUSTOMER ACCEPTS THE SERVICES AND PRODUCTS “AS IS” AND AS AVAILABLE. AND EXCEPT AS SET FORTH ABOVE IN THIS SECTION 10, 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 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 11.1 (INDEMNITY FROM PROVIDER) BELOW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES AND PRODUCTS WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (B) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES AND/OR PRODUCTS ARE SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.

11.1. 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 Products. However, Provider Indemnified Claims do not include, and Provider's obligations set forth in this Section 11.1 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 Products after Provider's direction pursuant to Subsection 10.1(a) (IP Rights in the Product); (b) revisions to Products 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 SOW or a disclosure provided at or before delivery states that such Deliverable incorporates third party software or other assets; or (e) use of the Products 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 10.1(a)(i) through 10.1(a)(iii) above, including without limitation its right therein to terminate licenses and require return of the Products.

11.2. 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 Products, including without limitation: (a) claims by Users; (b) claims related to Data Incidents; (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 Products through Customer's account, including without limitation Customer Data; (d) claims that use of the Products through Customer's account, including by Users, 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 11.1(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 include, without limitation, claims arising out of or related to Provider's negligence, but they exclude any claim that would constitute a Provider Indemnified Claim pursuant to Section 11.1 above.

11.3. Litigation & Additional Terms.

(a) Associates. As used in this Section 11, 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 11.1 or 11.2 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 11 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 11.1 or 11.2 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.

12.1 Dollar Cap. NEITHER PARTY'S LIABILITY WILL EXCEED THE FEES PAID PURSUANT TO THE APPLICABLE ORDER OR SOW DURING THE YEAR PRECEDING THE INJURY IN QUESTION, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO SUCH ORDER OR SOW. THE LIMITS OF LIABILITY IN THE PRECEDING SENTENCE ARE CUMULATIVE AND NOT PER-INCIDENT.

12.2 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.

12.3 Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS SECTION 12 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 SUCH PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF THE OTHER 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 12 and in Section 10.3 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 12, 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 12 apply likewise to Provider's affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

12.4 Exceptions. The liability caps in Section 12.1 do not apply to Section 11 (Indemnification).

13.1. Term. The initial Term of this Agreement will commence on the Effective Date set forth in the first Order, and continue for the period set forth in the Order or, if none, for one year (the “Initial Term”). Thereafter, the Term will renew for successive 1-year periods (each, a “Renewal Term” and each of Renewal Term and Initial Term referred to herein as a “Term,” as applicable), unless either party refuses such renewal by written notice 30 or more days before the renewal date. Subject to earlier termination as provided below, if there is more than one Order between the parties, the Term of this Agreement shall terminate upon the expiration of such Term as set forth in the last effective Order between the Parties.

13.2. 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 User's access to the Services at any time, without advance notice, if Provider reasonably concludes such Customer or 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.

13.3. Effects of Termination. Upon termination of this Agreement, Customer shall cease all use of the Services and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Sections 8 (IP & Feedback), 9 (Confidential Information), 10.3 (Warranty Disclaimers), 11 (Indemnification), and 12 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

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. Notices. Provider may send notices pursuant to this Agreement to Customer's email address provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to the address set forth on the signature page hereto, and such notices will be deemed received 72 hours after they are sent. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Provider via email (in each case to the address that Customer provides when registering for an account). For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. In addition, Customer is on notice and agrees that: (a) for claims of copyright infringement, the complaining party may contact Provider's Copyright Officer at Conversant AI, Inc., 220 State Street, Suite G, Los Altos, CA 94022; and (b) Provider will terminate the accounts of subscribers who are repeat copyright infringers.

14.3. 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.

14.4. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Provider's express written consent. Except to the extent forbidden in this Section 14.4, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns.

14.5. 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.

14.6. 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.

14.7. Choice of Law & Jurisdiction: This Agreement will be governed solely by the internal laws of the State of California, 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 California. This Section 14.7 governs all claims arising out of or related to this Agreement, including without limitation tort claims.

14.8. 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: (a) this main body of this Agreement; (b) any Order; (c) any SOW, with more recent SOWs taking precedence over earlier ones; and (d) any Provider policy posted online. No SOW, Order or other attachment incorporated into this Agreement after consent to this main body 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.

14.9. 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.

14.10. Technology Export. Customer shall not: (a) permit any third party to access or use the Products 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 Products 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).

14.11. 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.

14.12. Execution in Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.

14.13. Amendment. Any Order may not be amended except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 14.13, Provider may revise the Terms and 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; provided if such amendment materially reduces Customer's rights or protections, notice and consent will be subject to the requirements above in this Section 14.13.

14.14. Contact. If you have any questions about these Terms, please contact Provider by email at info@conversant.ai or by mail to Conversant AI, Inc., 220 State Street, Suite G, Los Altos, CA 94022.