Master Platform Agreement

This Grace AI LLC Master Platform Agreement covers your Terms of Use. It governs your access to and use of our AI-powered content orchestration platform and related professional services. By accessing or using the Platform, you agree to all these terms. The Platform includes generative AI features that may produce probabilistic outputs. Please read this Agreement carefully, as it includes important information about your legal rights.

This is the Grace AI LLC Master Platform Agreement (this "Agreement"). This Agreement governs access to and use of Grace's ("Provider") proprietary, modular software-as-a-service platform for AI-powered content orchestration, prompt engineering, automation, and analytics (the "Platform"). The Platform includes, without limitation, generative AI prompt orchestration, guided input wizards, adaptive AI workflows, integrations with third-party systems, publishing and distribution tools, dashboards, and analytics. This Agreement is between Provider, a Florida limited liability company, and the Customer, which is any person or organization that accesses the platform, whether or not they have created a log in or account, or, through the mobile application on iOS or Android operating systems. This Agreement governs Customer's access to and use of the Platform. It becomes binding and effective on Customer upon the earlier of (i) Customer's access to or use of the Platform, (ii) when Customer clicks "I Accept," "Sign Up" or a similar button or check box. Please read this Agreement carefully, as it includes important information about Customer's legal rights. By accessing and/or using the Platform, Customer is agreeing to the terms of this Agreement. If Customer does not understand or agree to this Agreement, it should not use the Platform.

A "Customer Agreement" ("Customer Agreement, Licensing Agreement, Enterprise Agreement, Scope of Work, Order Agreement, or other Agreement") may be documents executed by the parties that may reference this Agreement and include any relevant details referenced herein including pricing and the specific modules, features, service levels, subscription terms, and associated user limits of the Platform being offered. Upon execution of any Customer Agreement, it will be deemed to have been incorporated by reference into this Agreement. In the event of any conflict between any Customer Agreement and this Agreement, this Agreement shall govern, unless specifically noted otherwise in the Customer Agreement.

A. The Platform may include, without limitation, certain software modules and functionalities for AI-powered orchestration, generative content creation, automated workflows, integrations, and analytics. These may include, without limitation:

(i). Orchestration functions - modules that manage prompt engineering, workflow automation, and adaptive orchestration of generative AI services.

(ii). Creation functions - modules that generate and refine text, images, campaigns, microsites, and other digital content based on Customer inputs and configurations.

(iii). Connection functions - integrations that enable Customer's third-party systems (e.g., CRM, CMS, marketing automation, publishing platforms) to exchange data with the Platform, including content, campaign data, and performance results.

(iv). Analytics functions - dashboards and reporting tools that provide aggregated usage metrics, performance insights, optimization trends, and system monitoring.

(v). AI and Machine Learning Functionality. Certain Platform modules incorporate artificial intelligence ("AI") and machine learning ("ML") technologies, including natural language processing, adaptive scoring, and predictive analytics. Such AI/ML features are designed to assist and augment Customer workflows and decision-making, and are not intended to replace human judgment. Provider may continuously improve AI/ML features by training models on anonymized and aggregated data (including Resultant Data, as defined herein) to enhance accuracy, detect and prevent misuse, and improve the Platform's functionality. All AI/ML processing is subject to applicable laws and the terms of this Agreement. The Platform may be accessed through a web application, mobile applications, or other methods provided by Provider from time to time.

B. AI Features. Certain features use artificial intelligence and machine learning to generate outputs or assist in decision-making. AI-generated results are probabilistic and may contain inaccuracies, omissions, or require human review and modification before use.

C. Registration. As part of the registration and/or account creation process, Customer will provide Provider with certain registration information, all of which must be accurate, truthful, and updated. Provider reserves the right to deny creation of the Customer account based on Provider's inability to verify the authenticity of Customer registration information. The use of Customer account by any individual under the age of eighteen (18) is strictly prohibited.

D. Implementation & Access. Customer shall be responsible, at its sole cost, for procuring all connectivity, equipment and software needed to access the Platform. Provider shall provide Customer with non-transferable access credentials for the Platform. Customer shall not (i) misrepresent or mask identities when using the Platform or seeking access credentials; (ii) select or use as a username a name that is already in use or that utilizes the rights of a person or entity other than the Customer without appropriate authorization; or (iii) select or use, as Customer's username, a name that is offensive, vulgar or obscene. Customer shall safeguard all access credentials provided by Provider and shall ensure the confidentiality and security thereof. Customer shall immediately notify Provider of any known or suspected unauthorized use(s) of Customer account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Customer login information. Customer is responsible for all acts and omissions of its users and all activity on its account(s), including without limitation for any affiliate or third party acting on its behalf or otherwise participating hereunder.

E. Documentation. Subsequent to Customer's access to the Platform, it shall have access to the Platform's tutorials, specifications and support materials, as may be updated from time to time ("Documentation"). Documentation shall be made available on getgrace.ai or through other methods provided by Provider from time to time.

F. Technical Restrictions. Provider reserves the right to limit the number of users, volume of data flows, amount of data storage, and other access and use, as further detailed in any plan description or Customer Agreement. Customer shall not exceed any such limitations provided by Provider. Provider may monitor Customer's use of the Platform to confirm compliance with such limitations. If Provider believes that Customer has attempted to exceed or circumvent these limitations, Provider may assess additional Fees, upgrade Customer's service tier or suspend or block Customer's access to the Platform, in each case with written notice to Customer.

G. Data Backups. The Platform does not replace the need for Customer to maintain regular data backups or redundant data archives. Customer is solely responsible for ensuring any data retention obligations imposed by applicable law, including healthcare or financial regulations, are met through independent archival measures. Except as set forth herein, Provider has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Customer Data. Without limiting the foregoing, Provider is not responsible for storing or recovering any Customer personal data required by applicable law.

H. Updates. Provider may modify or update the Platform from time to time in its discretion, including without limitation to improve functionality, performance, or security, or to comply with applicable law. Provider will use commercially reasonable efforts to notify Customer in advance of any change that materially degrades a core functionality of the Platform. After the effective date of such modification or update, Provider shall bear no obligation to provide or support legacy versions of the Platform.

I. Service Levels - Training - Customer Support

(i) Availability Requirement. Provider will use commercially reasonable efforts to make the Platform Available at least ninety-nine and one-half percent (99.5%) of the time in each calendar month during the Term (each, a "Service Period"), excluding the Exceptions below (the "Availability Requirement"). "Available" means the core production environment of the Platform is reachable over the public internet and capable of logging in authorized users and processing requests in material accordance with the Documentation. For clarity, Availability is measured at the data center egress point of Provider's hosting provider. The following are Exceptions and are excluded from Availability calculations: (a) use in a manner not strictly compliant with this Agreement or in the plan details or an applicable Customer Agreement; (b) Customer Failures (including Customer Systems, networks, or integrations under Customer's control); (c) utility, internet backbone, or cloud-hosting outages; (d) force majeure; (e) downtime, rate limits, changes, or faults of Third Party Materials or Integration Partners; (f) scheduled or emergency maintenance, updates, or security patches (Provider will use reasonable efforts to schedule outside of peak hours); and (g) suspensions permitted under the Termination Section of this Agreement.

(ii) Training; Customer Support. Provider may provide Customer with training and support materials as listed on the Customer's chosen plan details to independently operate and maintain the Platform. Provider may also provide training and/or support in accordance with a Customer Agreement and Provider may amend the Customer Agreement from time to time in its sole discretion.

(iii) Reporting; Credits. Upon written request with time, date and screenshot details from Customer of any claim of platform unavailability, and within 30 days of the claimed platform unavailability, Provider will make available a report of Availability and Exceptions. If Availability is determined by Provider to be less than the Availability Requirement (excluding Exceptions) for the claim, Provider, at its sole discretion, may provide credit against the next invoice or next payment due. Provider's entire liability is limited to the potential credit for the determined unavailability term of the Platform.

J. Beta Offerings. From time to time, Provider may, at its sole discretion, include certain test or beta features or products in the Platform ("Beta Offerings"). Customer's use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an "as is" basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information. Customer acknowledges and agrees that all use of any Beta Offering is at Customer's sole risk. Customer agrees that once Customer uses a Beta Offering, Customer Content and Customer Data may be affected such that Customer may be unable to revert back to a prior non-beta version of the same. Beta Offerings are excluded from service levels, warranties, and indemnities.

A. Trademarks. Provider grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use Provider's names, logos, designs, and other trademarks ("Provider Marks") during the Term and solely for the purposes of displaying such Provider Marks and related notices as part of the Platform. Customer recognizes the validity of the Provider Marks and Provider's ownership and title thereto. Any goodwill derived from the use of the Provider Marks by Customer shall inure to the benefit of Provider.

B. Platform Grant of Rights. Subject to this Agreement and timely payment of Fees, Provider grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the Term and within the Territory to access and use the Platform and Documentation solely: (i) for Customer's internal business purposes; and (ii) to create, review, and publish outputs generated by the Platform to Customer-owned or Customer-authorized channels, as permitted by this Agreement and any applicable Customer Agreement. No rights are granted except as expressly set forth. "Territory" means the geographic scope identified in the plan details or an applicable Customer Agreement; if none is specified, the Territory is worldwide.

C. Ownership. Provider and its licensors own, and shall continue to own, all right, title and interest in and to the Platform and all related Documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all derivatives, enhancements, modifications and improvements thereof (collectively, and including the Provider Marks, "Provider Materials").

D. Feedback. Customer is not required to provide any suggestions, enhancement requests, recommendations or other feedback regarding the Platform ("Feedback"). If, notwithstanding this policy, Customer submits Feedback, Customer understands and acknowledges that such Feedback is not submitted in confidence and Provider assumes no obligation, expressed or implied, by considering it. All right, title and interest in and to such Feedback shall be assigned to, and shall become the sole and exclusive property of, Provider.

E. Restrictions. Customer shall not, and shall not authorize or permit any third party to (i) use the Platform to create any service, software, documentation or data that is competitive with, substantially similar or confusingly similar to the same; (ii) use, modify, display, perform, copy, disclose or create derivative works of the Platform; (iii) reverse engineer, decompile, disassemble, mimic, screen-scrape, frame or mirror the Platform, or use any other means to attempt to discover its source code; (iv) benchmark, encumber, distribute, sublicense, assign, share, sell, rent, lease, pledge or otherwise transfer the Platform to any third party; (v) access via automated or unauthorized means, interfere with, disrupt or attempt to monitor, override access or circumvent security measures for, the Platform or related systems, including via robots, spiders and other electronic methods; (vi) use the Platform in violation of applicable law, including without limitation laws concerning privacy and data security; (vii) use the Platform in any manner that intentionally damages, disables, overburdens, or impairs any Provider websites or interferes with any other party's use of the Platform, including without limitation by using or launching any automated system that sends more messages to Provider servers in a given period of time than a human can reasonably produce in the same period; (viii) attempt to gain unauthorized access to the Platform, including without limitation by breaching, disabling, tampering with, or developing or using (or attempting to do the same) any workaround for the Platform or any security measure related thereto; (ix) obscure, remove or alter any proprietary rights or other notices on the Platform; (x) use the Platform or outputs to train models outside the Platform; and/or (xi) use outputs to create a product or service that is competitive with the Platform. If Customer becomes aware of any actual or threatened activity prohibited by this Section, Customer shall immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects, including, where applicable, by discontinuing and preventing any unauthorized access to the Platform and permanently erasing from their systems any data to which any of them have gained unauthorized access; and (b) notify Provider of any such actual or threatened activity. Notwithstanding anything to the contrary herein, Provider may, in its sole discretion, immediately revoke the grant of rights contemplated in Section 3(B) if Customer breaches the restrictions in this Section or creates other security or legal concerns.

F. Third Party Materials. The Platform may link to, make available or provide third party products, services, websites, data, software or source code, including without limitation third party websites or social media platforms, open source software and licensed data sources (collectively, "Third Party Materials"). Provider has no control over Third Party Materials. Accordingly, Provider is not responsible or liable for any Third Party Materials and makes no representation as to the accuracy, usefulness, safety, or intellectual property rights in or relating to such Third Party Materials. While Provider has no obligation to monitor Third Party Materials, Provider may remove or modify such Third Party Materials in its discretion, including without limitation to comply with applicable law. Customer agrees to comply with all terms and conditions and privacy policies related to any Third Party Materials.

G. Reservation of Rights. Except for the limited rights granted in Section 3(B), Customer does not acquire any rights in the Provider Materials or Third Party Materials, whether expressly, by implication, estoppel, or otherwise. All rights not expressly granted to Customer herein are reserved by Provider and, in the case of Third Party Materials, by the applicable third party provider.

A. Customer Manager. Customer shall, throughout the Term, maintain within its organization a manager to serve as Customer's primary point of contact for communications, consultation, and decision-making regarding the Platform and this Agreement. Customer's manager shall be responsible for providing consents and approvals and Customer represents that such person has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity.

B. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Documentation and any Customer Agreement all information technology infrastructure, including hardware, software, networks, and systems through which the Platform is accessed or used (collectively, "Customer System"); (b) provide Provider personnel with access to Customer's premises and Customer Systems, and all other cooperation and access, as is necessary for Provider to provide the Platform and to exercise its rights and perform its obligations hereunder. Customer owns all right, title and interest in and to any Customer Systems. Provider is not responsible or liable for any delay or failure of performance caused by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement ("Customer Failure").

C. Non-Solicitation. During the Term and for one (1) year after, Customer shall not, and shall not assist any other person in, directly or indirectly, recruiting or soliciting for employment or engagement as an independent contractor any person then or within the prior twelve (12) months employed or engaged by Provider. Notwithstanding the foregoing, this Section shall not prohibit general solicitations not aimed at the personnel of Provider. In the event of a violation of this Section, in addition to any other remedies available at law or in equity, Provider will be entitled to liquidated damages equal to the compensation paid by Provider to the applicable employee or independent contractor during the prior twelve (12) months. The parties agree that such liquidated damages are fair and reasonable and do not constitute a consequential or indirect harm hereunder, and that Provider would not have agreed to this Agreement but for such liquidated damages.

D. Customer Content. "Customer Content" shall mean any branding or creative materials that are owned or licensed by Customer and provided to Provider hereunder. Customer Content shall not include Customer Data. As between the parties, Customer solely owns the Customer Content, including all intellectual property rights therein, and reserves all rights not expressly granted to Provider. Customer hereby grants to Provider a non-exclusive, royalty-free, transferable and sublicensable (to Provider's Subcontractors) license during the Term and in the Territory, to display, replicate, use the Customer Content as part of the Platform, and to make technical modifications to the Customer Content for such purpose. Where Customer requests Provider to provide certain integrations to Integration Partners, such license shall be transferable and sublicensable to Integration Partners for such purpose.

E. Customer Data. "Customer Data" means all data, records, and information, in any form or medium, that is owned or licensed by Customer and provided to Provider in connection with the Platform, including "Customer Personal Data". Customer Data excludes Customer Content. As between the parties, Customer solely owns the Customer Data, including all intellectual property rights therein, and reserves all rights not expressly granted to Provider. Customer hereby grants to Provider a non-exclusive, royalty-free, transferable and sublicensable (to Provider's Subcontractors) license during the Term and in the Territory, to display, replicate, use the Customer Data (i) as part of the Platform, and (ii) to create data and information derived from Customer Data or Customer's use of the Platform, in an anonymized and aggregated format ("Resultant Data"), and to make technical modifications to the Customer Data for such purposes. Where Customer requests Provider to provide certain integrations to Integration Partners, such license shall be transferable and sublicensable to Integration Partners for such purpose. Resultant Data expressly includes, without limitation, model weights, embeddings, feature engineering, statistical learnings, and other improvements or enhancements to algorithms, systems, or processes derived in whole or in part from Customer Data. Resultant Data may be used for any business purpose of Provider, including without limitation improving, operating, or developing Provider's products and services. Notwithstanding anything to the contrary in the foregoing, Provider shall own all right, title and interest in and to Resultant Data, and Customer hereby unconditionally and irrevocably assigns all right, title, and interest in and to the Resultant Data, including all intellectual property rights relating thereto.

F. Output License. Subject to Customer's compliance with this Agreement and timely payment of Fees, Provider grants Customer a non-exclusive, worldwide, royalty-free license during the Term to use, reproduce, perform, display, distribute, and publish outputs generated by the Platform from Customer inputs and configurations for Customer's business purposes and in accordance with any applicable Customer Agreement. Outputs may incorporate or reference Third Party Materials; Provider does not grant rights it does not own, and Customer is responsible for obtaining any third-party rights required for Customer's use of such outputs. Nothing herein grants Customer any right, title, or interest in or to Provider's models, training data, orchestration logic, or underlying algorithms.

G. Customer Representations. Customer represents, warrants, and covenants that (a) all Customer Content, Customer Data, and processing instructions it provides or authorizes are accurate and lawful; (b) Customer has obtained and will maintain all rights, licenses, consents, and authorizations (including any required disclosures and opt-ins) necessary for Provider to collect, receive, use, store, transmit, and otherwise process Customer Data and Customer Content as contemplated by this Agreement; (c) Customer's use of the Platform and any publication or distribution of outputs complies with all applicable laws, rules, regulations, and self-regulatory codes, including privacy and data protection, intellectual property (copyright, trademark, moral rights, publicity/privacy), advertising and consumer protection, communications/anti-spam (e.g., CAN-SPAM, TCPA, CASL), platform/Integration Partner terms, and export/sanctions requirements; (d) Customer will not submit or cause the processing of any data that violates law or third-party rights, includes unlawful, defamatory, obscene, deceptive, or misleading material, or is otherwise prohibited under this Agreement; (e) Customer will maintain records sufficient to demonstrate compliance with this Section; (f) unless expressly permitted in any Customer Agreement and any required addenda, Customer will not submit special/sensitive categories of data (including children's data, health information, financial account numbers, biometric identifiers/templates, government IDs, or consumer-report data); and (g) Customer is solely responsible for delivering all notices and obtaining all consents from data subjects and any other third parties required for the foregoing.

A. Orchestration. Customer is solely responsible for configuring workflows, prompts, templates, and automation rules in the Platform, and for reviewing all settings before use and before the Customer authorizes and executes the delivery of all content outputs. Provider does not control Customer inputs, outputs, or workflows and disclaims responsibility for any resulting errors, omissions, misconfigurations or resulting liabilities or issues arising from Customers use of the Platform and its resulting outputs generated by Customer from any Platform features. Customer must ensure all use of Orchestration type of functionality complies with applicable laws, third-party terms, and Section 4 (Customer Obligations).

B. Creation. Customer acknowledges that outputs generated by the Platform are probabilistic and may contain inaccuracies, omissions, or material requiring modification or clearance before external use. Provider does not warrant the accuracy, legality, or appropriateness of outputs. Customer is solely responsible for: (i) validating all outputs prior to reliance, publication, or distribution; (ii) obtaining all required licenses, clearances, and approvals (including intellectual property, publicity, privacy, and consumer protection rights); and (iii) ensuring compliance with all applicable advertising, marketing, communications, and consumer-protection laws.

C. Connection. If Customer enables integrations between the Platform and third-party systems ("Integration Partners"), Customer shall (i) provision and secure API credentials; (ii) manage permissions, mappings, and data flows; and (iii) maintain all contracts and compliance with its Integration Partners. Provider is not liable for any Integration Partner outage, rate limit, error, change to APIs or terms, or unauthorized access to Customer's systems resulting from such integrations.

D. Analytics. Metrics, dashboards, and reports provided by the Platform are for informational purposes only, may be incomplete, estimated, or delayed, and should not be treated as authoritative business records. Customer remains solely responsible for validating analytics before reliance and for complying with any regulatory or recordkeeping obligations.

E. Communications. If Customer uses the Platform to send or automate distribution of emails, SMS, in-app messages, or other communications, Customer is solely responsible for: (i) the content, cadence, and targeting of such communications; (ii) obtaining, recording, and honoring all required consents and opt-ins/opt-outs; and (iii) ensuring compliance with all applicable communications, advertising, and consumer protection laws (including CAN-SPAM, TCPA, CASL, do-not-call rules, and analogous international laws).

F. Beta. Any experimental, preview, or beta functionality of the Platform ("Beta Features") is provided as is without warranties or service level commitments. Customer assumes all risks from use of Beta Features, including potential corruption, loss, or inability to revert Customer Content or Customer Data. All Platform features during any Beta are excluded from Provider's indemnity obligations.

G. Sensitive/Regulated Data. Except as expressly permitted in this Agreement or any Customer Agreement (and subject to any required addenda), Customer shall not submit, and the Platform is not designed for, (i) government-issued identification numbers; (ii) financial account numbers; (iii) biometric identifiers or templates; (iv) health or medical information subject to HIPAA or analogous laws; (v) personal data of individuals under the age of thirteen (13); (vi) background-check or consumer-report data governed by the FCRA or analogous laws; or (vii) any other data subject to heightened security or legal requirements. Customer shall indemnify Provider for any losses arising from breach of this Sensitive/Regulated Data Section.

H. Prohibited Uses. Customer shall not use the Platform to: (i) make solely automated decisions where prohibited by law without required human involvement and disclosures; (ii) intentionally generate, profile, or target content based on protected characteristics in violation of law; (iii) scrape, ingest, or reuse third-party data or content without sufficient rights; (iv) circumvent applicable law, industry standards, platform or Integration Partner rules, or the restrictions in the Grant of Rights - Restrictions Section of this Agreement; or (v) generate or disseminate deceptive, fraudulent, defamatory, obscene, or otherwise unlawful material.

I. Third-party services features. The Platform may enable, facilitate, integrate with, or provide access to advertising services provided by third parties, including without limitation, Google Ads or other Ad Services Platforms. Customer agrees that (a) Provider does not own, control, endorse, or provide the third-party services, and Customer use of any third party services is solely between Customer and the applicable third-party (e.g., Google LLC) and is governed by that third party's own terms, conditions, policies, and agreements (including without limitation the Google Ads terms located at https://ads.google.com/home/terms/ or successor URLs); (b) Provider acts solely as a software platform provider and make no representations, warranties, or guarantees of any kind - express, implied, or statutory - regarding the performance, availability, quality, suitability, accuracy, reliability, results, effectiveness, compliance, or outcomes of any third-party services, including but not limited to: the delivery, placement, timing, or display of advertisements, click-through rates, impressions, conversions, costs-per-click, return on ad spend (ROAS), or any other advertising metrics, the accuracy or validity of any data, reporting, analytics, or insights provided through or in connection with the third-party services, the absence of errors, bugs, downtime, suspensions, policy violations, disapprovals, account limitations, or invalid traffic/clicks, or any financial, business, reputational, or other results arising from Customer's use of the third-party services; (c) Any integration, connection, API usage, data syncing, campaign creation tools, automation features, or other functionality we provide related to third-party services is offered "as is" and "as available" without any warranty of fitness for Customers particular purpose or intended results; (d) To the fullest extent permitted by applicable law, Provider shall not be responsible or liable, whether in contract, tort (including negligence), strict liability, or otherwise, for: any use (or misuse) of the third-party services by Customer or on Customers behalf, any errors, defects, interruptions, suspensions, terminations, policy violations, disapprovals, or changes made by the third-party provider, any invalid clicks, fraudulent activity, low-quality traffic, or other issues affecting ad performance or spend, any loss of advertising budget, revenue, profits, business opportunities, data, goodwill, or other economic or non-economic loss, or any other damages, losses, costs, or consequences arising out of or in any way related to your use of or reliance on the third-party services (even if Provider has been advised of the possibility of such damages). Customer assumes all risk associated with Customers use of any third-party services and agrees to look solely to the applicable third-party provider for any issues, disputes, claims, refunds, credits, or remedies related thereto. This section survives termination of these Terms.

A. Fees & Payment. Customer shall pay Provider the fees set forth either on the website, and/or, as listed in any Customer Agreement for the Customer ("Fees"). All Fees shall either be paid by authorized auto debit or as invoiced on and paid by the dates set forth on any Customer Agreement. Payment shall be made (a) via authorized auto debit, or (b) by invoice paid in advance of all software or services to be provided. All Fees are non-cancellable once paid.

B. Taxes. Except for any taxes applicable to the gross income of Provider, Customer is responsible for and shall pay any sales, use, excise, gross receipts, property, privilege, value-added, or other federal, state, or local taxes or tariffs (including any interest or penalties related thereto) now in force or enacted in the future which are applicable to this Agreement, the Platform or Customer's use thereof.

C. Late Payments. Late payments are subject to interest at a rate of one and one-half percent (1.5%) per month from the original due date or the maximum interest allowed by law, whichever is less. Customer will be responsible for all costs of collection that Provider incurs (including any attorney, collection agency and court costs or fees) in connection with Provider's efforts to collect any delinquent payments. Provider may suspend access to or use of the Platform at its sole discretion if any Fees come past due.

A. Confidential Information. Confidential Information" means information, materials or data that is provided by one party ("Discloser") to the other party ("Recipient") and which by its nature or the manner or means of disclosure would reasonably be considered confidential, including: (i) all data, information, and materials submitted by or on behalf of Discloser in connection to the Agreement; (ii) any software, source code, wire frames, algorithms, documentation and other materials provided by one party to the other; (iii) any non-public information relating to Discloser's actual or anticipated business or research and development, as well as technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information about Discloser's products or services and markets, customer lists, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; and (iv) the existence or terms of this Agreement or any Customer Agreement. All Provider Materials and Resultant Data shall be considered Confidential Information of Provider; all Customer Content and Customer Data shall be considered Confidential Information of Customer. Notwithstanding the foregoing, Confidential Information does not include information that: (a) is generally known and publicly available prior to disclosure hereunder; (b) becomes generally known and publicly available after disclosure hereunder without breach of any applicable confidentiality obligations; (c) is in the Recipient's possession before disclosure hereunder as shown by Recipient's records existing prior to the time of disclosure; (d) is obtained by the Recipient from a third party without breach of any confidentiality obligations; and/or (e) is independently developed by the Recipient without use of, or reference to, the Discloser's Confidential Information, as shown by contemporaneous evidence in the Recipient's possession.

B. Use & Return of Confidential Information; Compelled Disclosure. Recipient shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care. Recipient shall not, without Discloser's prior written consent: (a) use Confidential Information for any purpose other than to perform its obligations hereunder; and (b) disclose Confidential Information to any third party except permitted Subcontractors and Integration Partners. Discloser shall ensure any approved third party recipient shall enter into a confidentiality agreement which contains confidentiality protections substantially similar to those contained herein. Recipient shall promptly notify Discloser of any unauthorized use or disclosure of Confidential Information and remain responsible for the acts and omissions of its third-party recipients hereunder. If Recipient is requested by a court, governmental entity, stock exchange or regulatory authority to disclose any Confidential Information, Recipient shall, to the extent permitted by law, promptly notify, and cooperate with, Discloser to protect the disclosure of the Confidential Information, at Discloser's cost.

C. Publicity. Customer agrees that Provider may use Customer's name, logos and trademark(s) to publicly list and promote Customer as a client of Provider, via Provider's website, social media feeds, public announcements and investor and marketing materials. Customer further agrees to certain marketing case studies, joint press releases and other publicity, as may be further detailed in any Customer Agreement.

D. Information Security. Provider shall implement commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of the Platform, Customer Content and Customer Data. These safeguards shall comply with Provider's Trust Center documentation, which includes without limitation Information Security Policy and Business Continuity & Disaster Recovery Policy, as may be amended from time to time. Notwithstanding the foregoing, Customer and/or Integration Partner, and not Provider, have and will retain sole responsibility for the security of, as applicable: (a) all Customer Data and Customer Content; (b) Customer Systems and any access to the Platform through Customer Systems; and (c) Integration Partner systems and any access to the Platform through Integration Partner systems.

E. Data Processing. To the extent Provider processes Personal Data on behalf of Customer, Provider will (i) process such data solely as necessary to provide the Platform and in accordance with Customer's instructions; (ii) implement commercially reasonable administrative, technical, and physical safeguards designed to protect such data; and (iii) not "sell" or "share" such data as those terms are defined under applicable privacy laws. Provider may use anonymized and aggregated information derived from Customer Data to improve and enhance the Platform, subject to applicable law.

A. Authority. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the execution of or assent to this Agreement by its representatives has been duly authorized by all necessary corporate or organizational action of such party; (d) this Agreement constitutes the legal, valid, and binding obligation of such party, enforceable in accordance with its terms; (e) it has not received or been offered from the other party, or offered to any third party, any illegal or improper bribe, kickback, payment, gift or thing of value in connection with this Agreement; (f) it shall comply with all laws applicable to the business and industry in which it operates.

B. Customer Data; Customer Content. Customer represents and warrants that (i) it owns, or has acquired the express license and written authority to use, all of the Customer Data and Customer Content as contemplated herein; (ii) the Customer Data, Customer Content and the receipt, collection, use and provision thereof shall not infringe or violate any third party rights, including without limitation any intellectual property, privacy and publicity rights; (iii) the Customer Data and Customer Content was received, collected, used and provided to Provider in compliance with all applicable laws, rules and regulations and self-regulatory guidelines and requirements, including without limitation laws on privacy and data security, unsolicited messaging, unfair or deceptive practices, or United States trade or export restrictions; (iv) it has obtained all necessary consents, approvals or other authorizations or permissions for the Customer Content and Customer Data, and has complied with its posted terms and conditions and privacy policies and all third-party terms and conditions or privacy policies in connection with its receipt, use and/or provision of the Customer Data hereunder; and (v) except as agreed in any Customer Agreement, and subject to any additional agreements between the parties required by applicable law, the Customer Data shall not contain any "sensitive" Personal Data, including without limitation information of children under thirteen (13) years of age, payment or banking information, or protected health information.

C. Customer Security. Customer further represents and warrants that (i) it has implemented commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of the Platform and Customer Systems, Customer Content and Customer Data; (ii) it will not disrupt, disable, erase, alter, harm, damage, interfere with or otherwise impair in any manner the Platform; (iii) Customer and the Customer Systems, Customer Content and Customer Data will comply with all applicable laws and not violate or infringe upon any third party intellectual property, privacy or publicity rights; and (iv) the Customer Systems, Customer Content and Customer Data are free from computer viruses, including trojan horses, back doors, bugs and other malicious or disabling codes. Customer further represents and warrants that it shall (a) not use the Platform or Resultant Data in a manner that infringes the intellectual property, privacy or publicity rights of any third party and (b) not access the Platform or Resultant Data if it is a competitor of Provider, or seeking to create a product or service which could be competitive with the Platform.

D. General Disclaimer.

CUSTOMER USE OF THE PLATFORM IS AT CUSTOMER'S SOLE RISK. THE PLATFORM IS PROVIDED ON AN "AS IS" BASIS. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE OR THAT THE PLATFORM WILL MEET CUSTOMER REQUIREMENTS, OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER ACKNOWLEDGES THAT PROVIDER HAS NO CONTROL OVER THIRD PARTY MATERIALS, INTEGRATION PARTNERS, CUSTOMER SYSTEMS, CLOUD-HOSTING PROVIDERS OR INTERNET UTILITIES, AND SHALL NOT BE RESPONSIBLE FOR DELAYS, OUTAGES OR OTHER HARMS CAUSED BY THE SAME.

E. Market Research Disclaimer.

CUSTOMER ACKNOWLEDGES THAT THE PROVISION OF THE PLATFORM, INCLUDING ANY RESEARCH AND ANALYTICS, IS NOT AN EXACT SCIENCE AND THE RESULTS ARE LIMITED BY THE ACCURACY, AVAILABILITY AND COMPLETENESS OF ANY CUSTOMER DATA AND LICENSED THIRD PARTY DATA ON WHICH THEY ARE BASED AS WELL AS BASED ON THE TIMING AND DATES ON WHICH SUCH RESEARCH WAS CONDUCTED, AND THE LIMITS OF ANY METHODS, SYSTEMS OR ALGORITHMS USED. THE RESULTS DERIVED FROM THE PLATFORM ARE THUS BASED ON PROVIDER'S REASONABLE EFFORTS TO COMPILE AND ANALYZE THE BEST SOURCES OF INFORMATION REASONABLY AVAILABLE TO IT AT THE TIME AND ARE SUBJECT TO CHANGE, AND FURTHER, SUCH RESULTS ARE SUBJECT TO STATISTICAL ERROR. PROVIDER WILL NOT BE LIABLE FOR ANY CONCLUSIONS DRAWN FROM THE USE OF THE PLATFORM. PROVIDER HEREBY DISCLAIMS ANY LIABILITY FOR REGARDING THE BENEFITS OR RESULTS THAT CUSTOMER SHALL RECEIVE FROM THE PLATFORM.

A. Insurance. Without limiting any of Provider's other obligations under this Agreement, Provider, at its own cost and expense, will procure and maintain in force during the Term, reasonable insurance.

B. Customer Indemnity. Customer will defend, indemnify, and hold harmless Provider and its subsidiaries, affiliates, and parent companies, licensors and partners, and their respective directors, officers, employees, agents, successors and assigns (collectively, "Related Parties"), from and against any losses (including outside attorneys' fees) arising out of a third party claim related to (i) any allegation of intellectual property, privacy or publicity infringement arising out of Customer Data, Customer Content or Customer's use of the Platform (except for such uses authorized herein); (ii) Customer's products or services; (iii) any security breach or unauthorized access to any Platform and/or Customer Systems, Customer Content and Customer Data; (iv) Customer's gross negligence or willful misconduct or breach of this Agreement; (v) Customer's use, publication, or distribution of outputs; and (vi) violations of advertising, marketing, or communications laws (including CAN-SPAM, TCPA, CASL, and international equivalents). and/or (vii) any violation of applicable law, or any third party investigation of the acts or practices of Customer including any costs related to compliance with a third party subpoena or other discovery request.

C. Provider Indemnity. Provider will defend, indemnify, and hold harmless Customer and its Related Parties from and against any losses (including outside attorneys' fees) arising out of a third party claim that (i) the authorized use by Customer of the Platform infringes any U.S. intellectual property rights ("IP Claim"); (ii) Provider or the Platform violates applicable law; and/or (iii) Provider's gross negligence or willful misconduct or breach of this Agreement. Notwithstanding the foregoing, Provider shall have no liability or obligation hereunder with respect to any IP Claim arising directly or indirectly from (a) the use of the Platform in combination with products, services, software, data or systems not provided by Provider, including without limitation any Customer Systems or Authorized Provider systems; (b) any modification or unauthorized use of the Platform or any breach of this Agreement by Customer; (c) any Customer Content or Customer Data; (d) instructions or directions provided by or on behalf of Customer; (e) any Third Party Materials or AI/ML technologies (e.g., large language models); or (f) the failure to use corrections or updates provided by Provider (collectively, "Infringement Exclusions"). If the Platform become the subject of any IP Claim that does not fall within the Infringement Exclusions, Provider may, at its option (a) obtain for Customer the right to continue using the affected component of the Platform; (b) replace or modify the affected component of the Platform; or (c) if (a) or (b) cannot be achieved through reasonable efforts, Provider may immediately terminate this Agreement. This Section states Provider's sole liability with respect to any actual or alleged infringement of intellectual property, privacy or publicity rights by the provision or use of the Platform. For clarity, Provider shall have no liability or obligation hereunder with respect to any claim arising from or related to AI/ML-generated outputs, recommendations, or inferences, except to the extent such claim arises from Provider's willful misconduct or violation of applicable law.

D. Indemnification Process. The party seeking indemnification shall promptly notify the indemnifying party of any claim for which it seeks indemnification; provided, however, that any delay in providing notification shall not impact the indemnifying party's indemnification obligations, unless the indemnifying party is materially impacted. The indemnifying party shall have sole control over the defense of a claim, provided that the indemnified party may participate in the defense. All settlements of indemnification claims require the consent of the indemnified party.

E. Limitation of Liability.

EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS, EITHER PARTY'S BREACH OF SECTION 3 (RESTRICTIONS), OR CUSTOMER'S INDEMNITY OBLIGATIONS UNDER SECTION 9(B), IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY (INCLUDING CONTRACT, TORT, STRICT LIABILITY) FOR: (i) LOSS OF PROFITS, REVENUE, GOODWILL, OR REPUTATION; (ii) LOSS, CORRUPTION, OR RECOVERY OF DATA; (iii) INTERRUPTION OF BUSINESS OR COST OF SUBSTITUTE TECHNOLOGY; OR (iv) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, IN EACH CASE EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT FOR THE FOREGOING EXCLUSIONS, THE COLLECTIVE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER FOR THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

A. Term. The initial term of this Agreement shall be on a month to month basis ("Initial Term") and shall continue to be renewed monthly. If Customer desires to not renew monthly, the Customer must notify the Provider in writing at least sixty (60) days prior to termination.

B. Termination. Provider may terminate or suspend this Agreement immediately in the event of Customer's breach or threatened breach of Section 3 of this Agreement or in the event any Fees come past due. Either party may terminate this agreement immediately for (i) material breach if such breach, to the extent curable, remains uncured ten (10) calendar days after notice thereof; or (ii) if a party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or general assignment for creditors.

C. Obligations on Termination. Upon termination or expiration of this Agreement, Customer will immediately stop all use of the Platform and all applicable rights and access granted to Customer shall automatically terminate. Provider will delete or return Customer Data and Customer Content, and the parties shall return or destroy each other's Confidential Information, in each case within thirty (30) calendar days following termination or expiration of the Agreement; provided, however, that Recipient may retain any copy of Confidential Information that is (a) required by law or regulation, or (b) automatically generated or stored by backup systems and cannot be accessed in the normal course of business, provided that the obligations of confidentiality herein continue to be observed for any retained Confidential Information. Customer is responsible for all charges owed or accrued through the effective date of termination or expiration, and in the event of termination of the Agreement for Customer's material breach or insolvency, any amounts due and owing for the remainder of the Term shall come due and owing. All amounts due hereunder shall be paid on the date of termination or expiration of the Agreement. Terms that by their nature should survive expiration or termination, including without limitation any obligations of confidentiality hereunder, shall so survive.

A. Subcontractors; Assignment. Provider may engage third parties, including affiliates, to perform any of its obligations under this Agreement ("Subcontractors"). Provider will not be responsible for the performance of its Subcontractors Third-Party Materials governed by separate license terms. For the avoidance of doubt, Subcontractors shall not include the providers of any Third Party Materials or any Integration Partners. Except to an affiliate or in the event of a merger, acquisition or change of control, neither party may assign or otherwise transfer this Agreement, in whole or in part.

B. Force Majeure. Except with respect to Customer payment obligations, neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, natural disasters, earthquake, fire, flood or other acts of God, labor conditions, shortage of materials, failure of transportation or communications or of suppliers of goods or services, power failures, and internet or cloud hosting disturbances, Third Party Materials, the actions of Integration Partners, pandemics, epidemics, public health emergencies and the malicious acts of third parties (e.g. cyber-attacks).

C. Export. Provider does not represent that materials in the Platform are appropriate or available for use in any particular location. The Platform is subject to U.S. export controls and may not be downloaded, exported or re-exported: (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria, or any other country with respect to which the United States maintains trade sanctions prohibiting the shipment of goods; or (ii) to anyone on or acting on behalf of an entity on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Denied Persons List or Entities List.

D. Independent Contractor. Each party is an independent contractor with respect to the other party hereunder. This Agreement shall not be construed to (i) create any employment, partnership, joint venture, franchise, master-servant, or agency relationship between the parties, or (ii) authorize any party to enter into any commitment or agreement binding on the other party.

E. Governing Law; Dispute Resolution. This Agreement shall be governed exclusively by the laws of the State of Florida, irrespective of the conflict of law rules of any jurisdiction. Any actual or threatened violation by either party of its confidentiality or intellectual property obligations hereunder may cause irreparable injury for which monetary damages may not be an adequate remedy, and for which either party shall be entitled to seek injunctive relief in any court or forum of competent jurisdiction in addition to pursuing any other available legal remedies, without any requirement to demonstrate irreparable harm or post a bond. Except for the foregoing injunctive relief claims related to confidentiality or intellectual property, any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach thereof (a "Dispute"), shall first be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall take place in Miami-Dade County, Florida, before a single arbitrator selected in accordance with the AAA rules. The arbitration award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own attorneys' fees and costs, unless the arbitrator determines otherwise based on applicable law or the terms of this Agreement. If the arbitration provision is held unenforceable by a court of competent jurisdiction, or if arbitration fails to resolve the Dispute for any reason (including but not limited to unenforceability, non-completion, or vacatur of the award), then any such Dispute shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each party consents to the personal jurisdiction and venue therein. Each party waives the right to jury trial in connection with any claims under this Agreement, whether in arbitration or court.

F. Updating These Terms. Unless otherwise indicated in any Customer Agreement, Provider may modify this Agreement from time to time in which case Provider will update the "Last Revised" date at the top of this Agreement. If Provider makes changes to the Agreement that are material, Provider will use reasonable efforts to attempt to notify Customer. The updated Agreement will be effective as of the time of posting, or such later date as may be specified in the updated Agreement. Customer's continued access to or use of the Platform after the modifications have become effective will be deemed Customer's acceptance of the modified Agreement.

G. Miscellaneous. Any notice given under this Agreement shall be in writing and in the English language and shall be emailed, to the address(es) listed in the Customers account, or in any Customer Agreement. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable between the parties. Failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof. All other terms of Customer, including without limitation the terms on Customer's invoices, or any other click-wrap or browse wrap terms of Customer, shall be of no force and effect. There shall be no third-party beneficiaries under this Agreement.

H. Contact. All feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to [email protected].