Terms & Conditions

1. INTERPRETATION

1.1 Contracting Entities

a) the Agreement is contracted betweenCustomer and Ai4u Digital Limited, a company incorporated in England.

b) The Customer represents and warrantsto Ai4u that it is operating a business and that it is not accessing theSoftware Services or Ai4u Content for personal or household purposes.

1.2 Documents incorporated in theAgreement.

The Terms of Service may referenceexternal documents, such as a Data Protection Agreement or Service LevelAgreement. All such documents and the details of the Customer’s subscription tothe Software Services or access to Ai4u Content (which may be indicated on theAi4u Website or in a separate proposal) are incorporated into the agreementbetween Ai4u and the Customer.

Some specific Ai4u services or contentmay require that the Customer agrees to additional terms.

1.3 Service Plans

Ai4u offers three types of subscriptionplans, some sections of the agreement are only applicable to certain serviceplans.

a) Self-Serve Plan: means the Customersubscribed to the paid version of the Software Services through the Ai4uWebsite;

b) Enterprise Plan: means the Customersubscribed to the paid version of the Software Services through a Ai4u salesrepresentative;

1.4 Definitions In this Agreement:

“Acceptable Use Policies” means policiesadopted from time to time by Ai4u and its service providers to governresponsible and ethical use of the Software and its capabilities.

“Affiliate” means any entity thatdirectly or indirectly controls or is controlled by, or is under common controlwith, the party specified. For purposes of this definition, “control” meansdirect or indirect ownership of more than fifty percent (50%) of the votinginterests of the subject entity.

“Agreement” means these Terms of Service,including the applicable Proposal(s) (for Enterprise Plans) and all schedulesattached hereto and all documents incorporated therein, such as Ai4u’s SLA orDPA (if applicable).

“Analytics Data” means usage data,metadata and other data generated by the Software about the Use of the Softwareby Authorized Users and data not originating from Customer used in theperformance of Software Services, excluding Customer Data.

“Authentication ID” means a securitymechanism by which an Authorized User identifies herself or himself to theSoftware and gains access thereto, which security mechanism may include useridentification, passwords, digital certificates or any other similar processmechanism for authentication and recognition as determined by Ai4u from time totime.

“Authorized User” means an individualauthorized by Customer and Ai4u to access and Use the Software Services.

“Ai4u Content” means any documentation,materials, code, data, files and other information or materials made availableto the Customer or Authorized Users by Ai4u.

“Ai4u Infrastructure” means the serversand such devices and peripherals, including all computer hardware, software,network components, and electrical and telecommunications infrastructureoperated or controlled by Ai4u, either itself or through a service provider.

“Business Day” means any calendar dayexcept for Saturday or Sunday or any statutory holiday observed in the UnitedKingdom.

“Business Hour” except if specifiedotherwise in the Proposal, means the hours between 9:00 AM and 5:00 PM BST.

“Confidential Information” means allinformation which is proprietary or confidential to either Party and that isnot generally known to third parties, that is disclosed or otherwise brought tothe attention or knowledge of the other Party whether in oral, written,electronic or any other form, which is designated as being confidential orproprietary or which, by reason of its nature or the circumstances of itsdisclosure, should be reasonably considered and treated as confidentialincluding, without limitation, the terms and conditions of the Agreement,Customer Data, Analytics Data, Personal Data, details of technologicalinfrastructure, customer lists, product development information and securitymeasures.

“Conversation Data” means contentinputted by an end-user into an AI assistant (“Korrah”) and content generatedby Korrah in a production environment.

“Korrah” means a program designed toautomate interactions with end-users of a service or website, including anyconfiguration data or other associated data that is developed using theSoftware or the Software Services in accordance with this Agreement byCustomer, by Persons engaged by Customer or by Ai4u for the benefit of theCustomer.

“Customer Data” means collectively anydata, files, documentation or other information: (i) that Customer or any ofits Authorized Users may upload to the Ai4u Infrastructure when using theSoftware Services, (ii) any data derived or obtained from the transformation ofsuch data or information submitted by the Customer through the SoftwareServices.

“Documentation” means the human-readabledocuments, user manuals and guides with respect to the operation, use andfunctions of the Software, which may be amended or updated by Ai4u from time totime.

“Usage Fees” means the fees payable byCustomer for the Software Services.

“Incident” means an unscheduled event oroccurrence originating from Ai4u, the Software or a third-party hostingprovider that negatively and substantially affects the Customer’s Use ofSoftware Services, subject to exceptions provided by this Agreement.

“Intellectual Property Rights” means: (a)any and all proprietary rights anywhere in the world provided under: (i) patentlaw; (ii) copyright law, including moral rights; (iii) trademark law; (iv)design patent or industrial design law; (v) semiconductor chip or mask worklaw; (vi) trade secret law; or (vii) any other statutory provision or commonlaw principle applicable to this Agreement which may provide a right in either:(A) Intellectual Property; or (B) the expression or use of Intellectual Property;and (b) any and all applications, registrations, licenses, sub-licenses,franchises, agreements or any other evidence of a right in any of theforegoing.

“Intellectual Property” means anyproperty, tangible or intangible, that may be subject to Intellectual PropertyRights, including without limitation, ideas, formulae, algorithms, concepts,techniques, processes, procedures, approaches, methodologies, plans, systems,research, information, documentation, data, data compilations, specifications,requirements, designs, diagrams, programs, inventions, technologies, software(including its source code), tools, product knowledge, know-how, includingwithout limitation, trade secrets, and other materials or things.

“Malicious Code” means a piece of codeusually (but not necessarily) disguised as something else that causes someunexpected and, for the victim, usually undesirable, event and which isdesigned so that it may automatically spread to other computer users,including, without limitations, viruses, worms, cancelbots, trojan horses,harmful contaminants (whether self-replicating or not) and nuisance-causing orotherwise harmful applets.

“Objectionable Content” means contentthat infringes any applicable laws or third-party rights, and content which isobscene, indecent, pornographic, seditious, offensive, defamatory, threatening,liable to incite racial hatred, menacing, blasphemous, misleading, deceptive orin breach of any person’s Intellectual Property Rights.

“Party” means either Ai4u or Customer;and “Parties” means both of them.

“Payment Method” means credit cardinformation inputted by the Customer on the Software interface for the purposeof paying Usage Fees.

“Person” means any individual, estate,sole proprietorship, firm, partnership, unincorporated association,unincorporated syndicate, unincorporated organization, limited liabilitycompany, corporation, body corporate, trustee, trust, governmental authority orother entity or organization and includes any successor to any of theforegoing.

“Personal Data” means information aboutan identifiable individual or any information protected under applicable lawsand regulations

“Professional Services” means servicesprovided by Ai4u other than access to the processing capacities of the Softwareand technical support. Professional Services include, for illustrativepurposes: training, new feature development and configuration.

“Proposal” means the written documentoutlining the details of Customer’s subscription to an Enterprise Plan andaccepted by Customer and Ai4u.

“Software Services” means Customer’saccess and use of the Software and support services included under theAgreement between Customer and Ai4u, but excluding Professional Services.

“Software” means the Ai4u platform,including third-party software included thereto, which is accessible via a webapplication connected to the Ai4u Infrastructure.

“Specifications” means, with respect tothe Software, the technical specifications for the performance, operation andUse of the Software, as set out in the Proposal.

“Use” means to activate the processingcapabilities of the Software, load, execute, access, employ the Software, ordisplay information resulting from such capabilities.

2. SOFTWARE SERVICES

2.1 Access to Software

Subject to the Customer’s and AuthorizedUsers’ compliance with this Agreement, Ai4u agrees to allow the AuthorizedUsers to access and Use the Software Services through the Ai4u Infrastructure.

2.2 Usage Limitations

The Software Services may be offered tothe Customer in the form of a subscription plan comprising usage limitations.Where applicable, the Software Services are limited:

a) To the features included in thesubscription selected by the Customer, if applicable.

b) By the usage limits imposed by thesubscription selected by the Customer, if any, including

(i) limits based on the number ofmessages processed monthly through the Software Services

(ii) limits based on the maximum amountof Usage Fees authorized by the Customer.

(iii) limits based on the maximum amountof training data allowed to be used to train Korrah by the Customer.

(iv) limits based on the maximum numberof projects or data sources.

2.3 Roles and permissions

Customer may attribute roles andpermissions to Authorized Users through the Software interface. Customer issolely responsible for properly configuring the roles and permissions and toperform any required verifications. Ai4u shall not be responsible for theaccidental disclosure of certain information to Authorized Users due to anincorrect configuration of access permissions by the Customer.

2.4 Updates

The Software may be updated from time totime and new features may be added to the Software. Ai4u will make such updatesand new features available to the Customer at its sole discretion and makes nocommitment regarding the development of future versions of the Software. TheCustomer acknowledges that its subscription is not based on any promise ofdevelopment of a future feature nor on any communication from Ai4u regarding afuture feature of the Software.

2.5 Authentication IDs

To access the Software Services, Customeris required to register Authorized Users and establish Authentication IDs.Customer shall control and maintain the security of all Authentication IDs.Customer shall be solely responsible for all instructions, commitments andother actions or communications taken under any of its Authentication IDs.Customer shall promptly report to Ai4u any errors or irregularities in theSoftware Service or the Software or any unauthorized Use of any part thereofand inform Ai4u immediately if any Authentication ID becomes known to any thirdperson who is not authorized to possess such password.

For the purpose of this Agreement, anyUse of the Software under a Customer Authentication ID shall be deemed to beUse by the Customer.

2.6 Permitted Use

Only Authorized Users are authorized toUse the Software Services. Use of the Software Services is limited to thefeatures included in the Documentation or as set out in the Proposal ifapplicable. Customer is not authorized to Use the Software for unintendedpurposes without the prior written consent of Ai4u, which consent may bewithheld at Ai4u’s absolute discretion.

The Customer acknowledges that theSoftware Services rely on services provided by:

•         OpenAI, L.L.C. and itsaffiliates (“OpenAI”) and agree to abide by the Usage Policies of OpenAI, asamended and supplemented from time to time, which are incorporated herein byreference. The Usage Policies are available at https://openai.com/policies/usage-policies.

•          

–        Anthropic PBC and itsaffiliates, and agree to abide by the Acceptable Use Policy and CommercialTerms of Service as applicable, which are incorporated herein by reference.These policies are available at https://www.anthropic.com/legal.

•         Other large language modelproviders as may be integrated from time to time, subject to their respectiveacceptable use policies and terms of service.

2.7 Prohibited Use

‍Customer shall not:

a) use the Software for unlawfulpurposes;

b) include, or knowingly allow others toinclude, any Objectionable Content or introduce Malicious Code to the Ai4uInfrastructure or into the Software;

c) intercept or attempt to intercept anymessages transmitted to and from the Ai4u Infrastructure that are not intendedfor Customer or any of its Authorized Users;

d) access or attempt to access other Ai4ucustomers’ data;

e) take any action that a reasonableperson would believe is susceptible to impose an unreasonable ordisproportionately large load on the Ai4u Infrastructure;

f) use the Software Services or theSoftware to develop software having features or functionality similar to theSoftware;

g) reverse engineer the Software or theSoftware Services, except reverse engineering expressly permitted by applicablelaw which may not be excluded contractually;

h) remove any copyright or otherproprietary rights notice on the Software, the Documentation or Ai4u Content orany copies thereof.

Customer shall be responsible for anybreach of the prohibitions listed above by its employees, officers, agents orcontractors and Authorized Users.

2.8 Monitoring by Ai4u

Ai4u may monitor and audit Customer’s andits Authorized Users’ Use of the Software for analytics purposes (as detailedin Section 9.3 - Analytics Data) and for the purpose of ensuring compliancewith the terms of this Agreement. Any such monitoring or audit may be carriedout by Ai4u or a third party authorized by Ai4u, at its own expense.

If Ai4u’s monitoring or audit revealsthat Customer’s or any Authorized User’s Use of the Software is in breach ofthis Agreement, including any Use in breach of any applicable laws, Ai4u mayimmediately suspend and discontinue the Software Services to Customer or to oneor several Authorized User(s), at Ai4u sole discretion and without advancenotice to Customer. Ai4u shall notify Customer of such suspension as soon asreasonably possible, which notice shall set out the circumstances of thesuspension. If Customer rectifies the situation to Ai4u’s satisfaction, thenAi4u will reinstate the Software Services. If Customer does not rectify thesituation within a reasonable period of time, then it shall be deemed amaterial breach of this Agreement and Ai4u shall be entitled to terminate thisAgreement in accordance with Section 11.

2.9 Third-Party Hosting

Customer agrees that the Software may behosted by a third-party service provider, that the Ai4u Infrastructure may beprovided in whole or in part by a third-party service providers and that theCustomer Data may be hosted and processed by a third-party service providers asset forth in the Proposal. Customer acknowledges and agrees that:

a) Customer Data is hosted in a sharedenvironment, but logically segregated from other data hosted in the sameinfrastructure;

b) Unless otherwise agreed in writing byAi4u, the Ai4u Infrastructure hosting Customer Data and the Software may bephysically located anywhere in the European Union, Great Britain or the UnitedStates, at Ai4u’s discretion;

c) Unless otherwise agreed in writing byAi4u, Customer Data, including Conversation Data, may be processed at adifferent location and on different infrastructure than their hosting location.

Ai4u will provide information aboutthird-party hosting providers in its Sub-Processor List.

3. AI4U CONTENT

3.1 License

Subject to the terms and conditions ofthe Agreement, Ai4u grants the Customer a limited, revocable, non-transferable,non-exclusive, right (without the right to sublicense) to access and use theAi4u Content and to reproduce Ai4u Content only to the extent reasonablynecessary to Use the Software Services.

4. FEES AND BILLING

4.1 Fees

In consideration of the SoftwareServices, the Customer agrees to pay Ai4u the Usage Fees provided for in thePlan selected when subscribing to the Software Services or the fees set forthin the Proposal, as the case may be.

Ai4u may modify the Usage Fees byproviding at least 30 days advance notice to the Customer, including by postingmodified fees to the Ai4u Website.

4.2 Billing

Certain Usage Fees based on usage of theSoftware Services are billed in arrears, at the end of Customer’s billingperiod, while other Usage Fees are billed in advance at the beginning of theCustomer’s billing period depending on the subscription plan and optionsselected by the Customer. A Proposal (if applicable) may establish a differentbilling arrangement.

Customer may limit its monthly spend forUsage Fees billed in arrears by using the features of the Software. Somefeatures of the Software Services will not be available once the spend limit isreached.

4.3 Taxes

The Usage Fees do not include applicabletaxes, including sales, value-added, goods and services, special and harmonizedtaxes.

The Customer is responsible for allapplicable taxes arising from or resulting from its subscription to theSoftware Services or the provision of the Software Services except taxes leviedon the income of Ai4u and its Affiliates. To the extent that Ai4u determinesthat taxes shall be collected from Customer, they are calculated using theapplicable tax rates based on the billing address provided by the Customer. Ifthe Customer is exempt from paying taxes, the Customer must provide proof ofsuch exemption which meets the applicable legal requirements attesting to theexemption status. Any tax exemption will only apply from the date on which Ai4uis satisfied with the satisfactory proof of exemption. If Ai4u does not collecttaxes from Customer, Customer is responsible for determining whether taxes aredue, and if so, for remitting any applicable taxes to the appropriate taxauthorities in its jurisdiction.

4.4 Credit Card Payments

By submitting a Payment Method, theCustomer authorizes Ai4u to charge its Payment Method for all Usage Feespayable under the Agreement up to the Customer spend limit set in the Software.Customer further authorizes Ai4u to use a third party to process payments, andconsent to the disclosure of its payment information to such third party.

Customer is solely responsible formaintaining a valid Payment Method in its account and to have sufficient fundsavailable to cover all Usage Fees generated by Customer’s Use of the SoftwareServices.

4.5 Suspension of services

If the Usage Fees are not paid when duefor any reason or if the Customer’s Payment Method is declined or unavailablewhen Usage Fees are due, Ai4u will send a written notice to the Customer andmay suspend the Software Services 3 days after the notice. Some portion of theSoftware Services may be automatically suspended if a Payment Method is notavailable or sufficiently funded to pay Usage Fees.

4.6 Interests

Any amount payable to Ai4u and not paid30 days after the due date bears interest at an annual rate of 15%, compoundedmonthly.

5. SERVICE LEVEL

5.1 Free and Self-Serve Plans

Customers under the Self-Serve Plan donot benefit from a service level commitment and any technical support will beprovided at Ai4u’s discretion.

5.2 Enterprise Plan

If a Customer subscribed to an EnterprisePlan, Ai4u shall provide the Software Service in accordance with Ai4u StandardSLA.

6. MAINTENANCE AND SUPPORT

6.1 Maintenance

From time to time, it will be necessaryfor Ai4u to perform maintenance on the Ai4u Infrastructure and/or the Software.Such maintenance includes routine maintenance to ensure the continued provisionof the Software Services through the continued operation of the Ai4uInfrastructure or upgrading, updating or enhancing the Software or Ai4uInfrastructure. Ai4u shall use its commercially reasonable efforts to performsuch maintenance at such times to minimize the impact of any downtime of theSoftware to Customer. To the extent Ai4u is able, Ai4u shall notify Customer inadvance of any scheduled maintenance by posting a message on the website or bysending an e-mail to the designated Customer of the scheduled maintenance timeand the anticipated duration of such maintenance.

6.2 Included Support

Ai4u may provide Authorized Users usingthe Software under the Self-Serve Plan with technical support during BusinessHours at Ai4u’s discretion.

7. PROFESSIONAL SERVICES

7.1 Services

Ai4u may provide Professional Services tothe Customer in Ai4u’s entire discretion. Except as otherwise provided in aProposal, Ai4u shall have no obligation to provide Professional Services to theCustomer. Unless a written agreement is entered into by Ai4u and the Customerregarding Professional Services, this Section 7 shall govern all ProfessionalServices provided by Ai4u.

7.2 Professional Fees

Fees payable in consideration ofProfessional Services shall be as agreed between the Customer and Ai4u. Absentan agreement on fees, Ai4u shall be entitled to charge for ProfessionalServices authorized by the Customer based on Ai4u’s current rates for similarservices.

7.3 IP Rights

Customer acknowledges and agrees that thedeliverables generated as part of Professional Services are developed solely tobe used with the Software Services and will otherwise be inoperative instandalone form or if used with third-party products and services. Ai4u shalltherefore own all right, title, and interest in and to deliverables, except tothe extent the deliverable is a Korrah agent and (b) Customer hereby assignsall right, title, and interest in and to the deliverable to Ai4u. If to theextent Ai4u uses any deliverable for any purpose outside of the scope of thisAgreement, such deliverable will not contain any Confidential Information ofthe Customer. Upon receipt of all payment due in consideration of ProfessionalServices, Ai4u grants Customer a non-exclusive, non-transferable,non-sublicensable right and license to use deliverables (other than Korrah)solely in connection with the Software Services.

7.4 Quality of Services

Ai4u will provide the ProfessionalServices in a professional and workmanlike manner. Customer’s sole andexclusive remedy for Ai4u’s breach of this undertaking will be for Ai4u tore-perform the non-conforming portions of the Professional Services. If Ai4u isunable to re-perform the non-conforming portions of the Professional Services,Customer will be entitled to recover the fees paid to Ai4u attributable to thenon-conforming portions of the Professional Services.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Ownership

Customer acknowledges and agrees that, asbetween Customer and Ai4u, Ai4u owns all worldwide right, title and interest,including all Intellectual Property Rights, in and to: (i) the Ai4uInfrastructure; (ii) the Software; (iii) the “look and feel” and the userinterface of the Software; (iv) Documentation; and (v) any modifications,enhancements, upgrades, updates or customization to the Software orDocumentation (“Improvements”), including those Improvements made at therequest or at the expense of Customer and Improvements involving Customer’sparticipation. Customer does not acquire any right, title or ownership interestof any kind, express or implied, in any of the foregoing other than theauthorization to Use the Software granted herein, subject to all restrictionsset forth herein.

8.2 Feedback from Customer

If Customer, including any employee,officer, agent or contractor of Customer, contacts Ai4u about improvements tothe Software, the Ai4u Infrastructure or the Software Services (“Feedback”)Customer authorizes Ai4u to use the Feedback without restriction. Customerwarrants that the Feedback contains no information that is confidential orproprietary to third parties and agrees that (i) Ai4u has no expressed orimplied obligation of confidentiality with respect to the Feedback; (ii) Ai4uis authorized to use or disclose (or choose not to use or disclose) theFeedback for any purpose whatsoever, in any way whatsoever, on any mediumwhatsoever, anywhere in the world; (iii) Ai4u may already have considered or bein the process of developing elements identical or similar to those mentionedin the Feedback; and (iv) Customer will not be compensated in any way withregards to Ai4u’s use of the Feedback.

8.4 List of Customers

The Customer authorizes Ai4u to displayits name, trademark and logo on a website and on any other material promotingthe Platform for the sole purpose of identifying the Customer as a user of thePlatform. This authorization is subject to the Customer's reasonablerequirements regarding the use of its trademarks and logos and may be withdrawnby written notice at any time.

Ai4u will be given a reasonable time torespond to the withdrawal of authorization and will have no obligation withrespect to printed material already in circulation and materials no longerunder its control.

9. DATA PROCESSING

9.1 Customer Data

Ai4u acknowledges and agrees that asbetween Customer and Ai4u, all worldwide right, title and interest, includingall Intellectual Property Rights in and to the Customer Data, shall be theexclusive property of Customer. Ai4u does not acquire any rights, title orownership interest of any kind whatsoever, express or implied, in any of theCustomer Data, other than the license granted herein.

9.2 Customer Data License

The Customer represents and warrants toAi4u that it has all the necessary rights to upload the Customer Data to theAi4u Infrastructure and that any operations that the Customer, the AuthorizedUsers or Ai4u (to the extent authorized under the Agreement) may perform on theCustomer Data will not infringe on the rights of third parties or be otherwiseunlawful. Customer hereby grants Ai4u the right to use, copy, store, transferand display the Customer Data solely for the purpose of enabling Ai4u to performthe Software Services under this Agreement. Ai4u may provide Customer Data tothird-party providers involved in providing elements of the Ai4u Infrastructureor providing the Software Services.

9.3 Analytics Data

Ai4u may generate Analytics Data fromCustomer’s or Authorized Users’ Use of the Software, from Customer Data. Ai4uwill not generate Analytics Data from Conversation Data, except for theexclusive benefit of the Customer.

Any portion of Analytics Data identifyingthe Customer, Authorized Users, end-users or otherwise containing Personal Datashall be deemed confidential and shall not be disclosed. Ai4u shall retainownership of the Analytics Data and shall have no obligation to share AnalyticsData with Customer.

Analytics Data may be used for thefollowing purposes:

a) Improving the Software features;

b) Providing technical support andimproving technical support;

c) Training and developing algorithms ormodels (Conversation Data or Analytics Data derived from Conversation Data isnever used for this purpose);

d) Auditing of the security of theSoftware and the integrity of the Customer Data;

e) Identifying of trends and creatingcomparative analyses (without reference to a specific Customer);

9.4 Security Measures

Ai4u shall implement commerciallyreasonable technical and organizational security measures to ensure thatCustomer Data under its control is not subject to unauthorized disclosure,modification, or destruction. Customer acknowledges that security measures andthe information security standards used by Ai4u may change based on, amongother reasons, requirements or changes in the practices of third-party serviceproviders, industry standards or changes in Ai4u’s practices. A description ofAi4u’s current security measures is available here.

9.5 Backup

Customer is solely responsible foradequate Customer Data back-up. Ai4u will use reasonable efforts to ensure theavailability and integrity of Customer Data uploaded to the Ai4uInfrastructure. Ai4u may create backup copies and use other methods to thisend, but the Software Services do not include backup services for Customer Dataand accordingly, the Customer shall ensure that Customer Data is availableoutside of the Ai4u Platform.

9.6 Personal Data

Ai4u will process Personal Data inaccordance with the Ai4u Data Processing Agreement, which is incorporatedhereto by reference.

10. CONFIDENTIALITY

10.1 Undertaking

Each Party shall, and shall cause itsemployees, officers, agents and contractors to hold Confidential Information ofthe other Party in confidence, and shall use the same degree of care byinstruction, agreement or otherwise, to maintain the confidentiality of theother Party’s Confidential Information that it uses to maintain theconfidentiality of its own Confidential Information, but with at least areasonable degree of care. Each Party agrees not to make use of ConfidentialInformation other than for the exercise of rights or the performance ofobligations under this Agreement, and not to release, disclose, communicate itor make it available to any third party other than employees, officers, agentsand contractors of the Party who reasonably need to know it in connection withthe exercise of rights or the performance of obligations under this Agreementand which agreed in writing to keep Confidential Information confidential.

10.2 Exceptions

The receiving Party’s obligations setforth in paragraph 10.1 shall not apply to information:

a) that, at the time of disclosure by thedisclosing Party, is available publicly through no act or failure on the partof the receiving Party, whether through a breach of this Agreement orotherwise;

b) that, prior to disclosure by thedisclosing Party, was already in the possession of the receiving party, asevidenced by written records kept by the receiving party in the ordinary courseof its business, or as evidenced by proof of actual prior use by the receivingparty;

c) independently developed by thereceiving Party, by Persons having no direct or indirect access to thedisclosing Party’s Confidential Information provided that the receiving Partyprovides clear and convincing evidence of such independent development;

d) which, subsequent to disclosure, isobtained from a third Person: (A) who is lawfully in possession of the suchinformation; (B) who is not in violation of any contractual, legal, orfiduciary obligation to either Party, as applicable, with respect to suchinformation; and (C) who does not prohibit either Party from disclosing suchinformation to others; or

e) that is further disclosed with theprior written consent of the disclosing Party, but only to the extent of suchconsent.

10.3 Forced Disclosure

In the event that a Party (including anemployee, officer, agent or contractors of said Party) is ordered to discloseall or any part of the Confidential Information under the terms of a valid andeffective order issued by a court of competent jurisdiction or by agovernmental authority, such Party agrees to: (i) immediately notify the otherParty of the existence, terms and circumstances surrounding such a request;(ii) consult with the other Party on the advisability of taking legallyavailable steps to resist or narrow such request; and (iii) if disclosure ofsuch Confidential Information is required, exercise commercially reasonableefforts to obtain an order or other reliable assurance that confidentialtreatment will be accorded to such portion of the disclosed ConfidentialInformation which the other Party so designates.

11. TERM, RENEWAL AND TERMINATION

11.1 Duration

The Agreement shall remain in force aslong as the Customer is Using or accessing the Software Services or Ai4uContent.

Unless provided otherwise in a Proposal,Enterprise Plans will automatically renew for an additional term of 12 monthsat the end of the then current term unless either party provides a non-renewalnotice to the other party at least 30 days prior to the renewal date.

11.2 Automatic Termination

Either party shall have the option toterminate this Agreement immediately, upon giving written notice to the otherParty if:

a) The other party becomes or isadjudicated insolvent or bankrupt, admits in writing its inability to pay itsdebts as they mature, or makes an assignment for the benefit of creditors;

b) The other party applies for orconsents to the appointment of any receiver, trustee or similar officer for itor for all or any substantial part of its property or such receiver, trustee orsimilar officer is appointed without the consent of said party;

c) The other party institutes anybankruptcy, insolvency, reorganization, moratorium, arrangement, readjustmentor debt, dissolution, liquidation or similar proceeding relating to it underthe laws of any jurisdiction, or any such proceeding is instituted against aparty and is not dismissed within sixty (60) days;

11.3 Termination by Customer

Unless otherwise stated in a Proposal orotherwise agreed as part of an Enterprise Plan, the Customer may terminate thisAgreement and the rights granted hereunder at any time for any reason or for noreason, without prejudice to enforcement of any other legal right or remedy, bydeleting its account through the Software interface. Despite any notice oftermination, if a Customer using a Self-Serve Plan continues to Use theSoftware Services, the Agreement will remain in force and the Usage Fees willcontinue to be charged.

If the Customer has subscribed to theSoftware Services for a fixed duration as part of an Enterprise Plan, theCustomer cannot terminate its subscription earlier than the committed duration.The Customer forgoes any right to terminate its subscription early afforded byapplicable law (if any) and agrees that Ai4u will be entitled to recover allfees payable per the Customer’s subscription as damages in the event of anearly termination other than pursuant to a default from Ai4u.

11.4 Termination by Ai4u

Ai4u may terminate this Agreement and therights granted hereunder without prejudice to enforcement of any other legalright or remedy, immediately upon giving written notice of such termination if:

a) Customer fails to pay in full any sumowing by it under this Agreement by the due date thereof and such failurecontinues for a period of ten (10) Business Days after delivery of a writtennotice by Ai4u requiring Customer to correct such failure;

b) Customer, an Authorized User or aCustomer employee, officer, agent or contactor infringes the IntellectualProperty Rights of Ai4u, including by the breach of Customer’s obligationsunder Section 9 or acts in any manner reasonably jeopardizing Ai4u’sIntellectual Property Rights;

c) Customer or an Authorized User engagesin any prohibited Use of the Software;

d) Customer breaches its obligationsunder Section 10;

e) Customer materially breaches any otherprovision of this Agreement and such breach continues for a period of twenty(20) Business Days after delivery of a written notice by Ai4u requiringCustomer to correct such failure;

11.5 Obligation Upon Termination

Upon termination of this Agreement, Ai4ushall certify to Customer in writing that it does not retain any copy of theCustomer Data.

Ai4u may permanently delete Customer Datathirty (30) days after the termination of this Agreement.

11.6 Survival

Notwithstanding the termination orexpiration of this Agreement for any reason, accrued rights, indemnities andall rights and obligation that by their nature shall survive the termination ofthe Agreement shall survive any such termination or expiration.

12. WARRANTIES

12.1 General Undertaking

Ai4u shall provide the Software Serviceswith reasonable skill and care and warrants that the Software Services willmaterially perform in accordance with the applicable Documentation.

If the Software Services or Software donot conform with the foregoing undertaking, Ai4u may, at its option and expense(i) use commercially reasonable efforts to correct any such non-conformancepromptly, (ii) provide the Customer with an alternative means of accomplishingthe desired performance or (iii) refund the Usage Fees paid for the time periodduring which the affected Software Services do not comply with the foregoing.Without prejudice to Customer’s termination rights, such correction, substitutionor refund constitutes the Customer’s sole and exclusive remedy for any breachof the undertaking set out in this Section.

Notwithstanding the foregoing, Ai4u:

a) does not warrant that the SoftwareServices will be uninterrupted or error-free; or that the Software Servicesand/or the information obtained by the Customer through the Software Serviceswill meet the Customer’s requirements (to the extent that the same exceedrequirements expressly set forth in this Agreement); and

b) is not responsible for any delays,delivery failures, or any other loss or damage resulting from the transfer ofdata over communications networks and facilities other than those of Ai4u,including the internet, and the Customer acknowledges that the SoftwareServices may be subject to limitations, delays and other problems inherent inthe use of such communications facilities.

c) is not responsible for any delay inthe performance of Software Services caused by Customer’s lack of cooperationor by delays in Customer provision of materials to Ai4u.

12.2 Limitation of Warranty

OTHER THAN AS OTHERWISE EXPRESSLY STATEDIN THIS AGREEMENT OR IN THE PROPOSAL (IF APPLICABLE), THE SOFTWARE AND THESOFTWARE SERVICES ARE PROVIDED TO CUSTOMER “AS IS” AND WITH ALL FAULTS ANDDEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW,AI4U, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICEPROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND THE SOFTWARE SERVICES,INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, TITLE AND NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS,TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY, AS WELL AS WARRANTIES THAT MAYARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.WITHOUT LIMITATION TO THE FOREGOING, AI4U PROVIDES NO WARRANTY OR UNDERTAKING,AND MAKES NO REPRESENTATION OF ANY KIND, THAT THE SOFTWARE OR SOFTWARE SERVICESWILL MEET CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLEOR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATEWITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BEERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

13. LIMITATION OF LIABILITY

13.1 Nature of the Agreement

The parties acknowledge that Ai4u’sobligations hereunder are limited to the provision of a software tool tofacilitate the development and management of AI assistants and does not includeany obligation to provide advice or any commitment regarding the resultsobtained by using the Software or the Software Services. The Customer isresponsible for ensuring that the Software Services are adequate for its needs.

13.2 Exclusion of Consequential Damages

Subject to the restrictions of publicorder provided by law, neither Party shall be liable for indirect,consequential, special or punitive damages arising out of this Agreement orfrom Customer’s inability to Use the Software Services, including withoutlimitation, loss of business opportunities, loss of profits, loss ofanticipated savings, damages for loss or corruption of data and the cost ofsubstitute goods or services, whether such damages are based on contract,fault, tort, negligence, strict liability or any other legal theory, even if aParty has been advised of the possibility of damages.

13.3 Monetary Limitation of Liability

Subject to the restrictions of publicorder provided by applicable law which cannot be excluded contractually, andwithout affecting Ai4u’s indemnification obligation set forth at Section 15.2,Ai4u’s liability and/or responsibility toward Customer under this Agreement andrelated to the Software, the Software Services or the Ai4u Content shall bestrictly limited to the Usage Fees paid by Customer to Ai4u during the 12-monthperiod preceding the first occurrence giving rise to liability.

14. FORCE MAJEURE

Except for the obligation to pay anamount of money, any delay or failure of either Party to perform itsobligations under this Agreement shall be excused if, and to the extent, thatthe delay or failure is caused by an event or occurrence beyond the reasonablecontrol of the Party and without its fault or negligence, such as, by way ofexample and not by way of limitation, acts of God, action by any governmentalauthority (whether valid or invalid), fires, flood, wind storms, explosions,riots, natural disasters, wars, terrorist acts, sabotage, labor problems(including lock-outs, strikes and slow downs, except for any labor problems ofthe Party claiming a force majeure event), or court order or injunction;provided that written notice of delay (including anticipated duration of thedelay) shall be given by the affected Party to the other Party within five (5)days of the affected Party first becoming aware of such event. The Party notaffected by a force majeure event may terminate this Agreement if the delay orfailure causes said Party substantial harm.

15. INDEMNIFICATION

15.1 By the Customer

The Customer agrees to indemnify, defendand hold harmless Ai4u and its directors, officers, employees, shareholders,consultants and affiliates (collectively the "Ai4u Indemnitees") fromand against any and all third party claims brought against any of the Ai4uIndemnitees (including, without limitation, any direct or indirect costs,losses, liabilities, fines, judgments, costs, interest, penalties or expenses,including reasonable disbursements and fees of their legal counsel, which theymay incur as a result of any such claims) arising from:

a) the use of the Software or theSoftware Services by the Customer or an Authorized User in violation of thisAgreement (including Acceptable Use Policies) or any other agreement betweenAi4u and the Customer;

b) the authorized use of the CustomerData by Ai4u;

c) the failure of the Customer to complywith its obligations with respect to the protection of Personal Data;

d) the violation by the Customer,Authorized Users or Customer’s personnel of any applicable law or regulation;

15.2 By Ai4u

Ai4u agrees to indemnify, defend and holdharmless the Customer and its directors, officers, employees and shareholders(collectively the "Customer Indemnitees") from and against any thirdparty claims brought against any of the Customer Indemnitees (including,without limitation, any direct or indirect costs, losses, liabilities, fines,judgments, costs, interest, penalties or expenses, including reasonabledisbursements and fees of their legal counsel, which they may incur) arisingfrom:

a) an alleged infringement of athird-party intellectual property right existing in a territory in whichCustomer is authorized to Use the Software by the Software or the SoftwareServices, except if such infringement results from Use of the Software with aproduct not provided or approved by Ai4u, any unauthorized Use of the Softwareor Use contrary to Ai4u' instructions, a trial or "beta"functionality, any modification of the Software by a person not authorized byAi4u; or

b) Ai4u’s failure to comply with itsobligations regarding the protection of Personal Data or ConfidentialInformation.

15.3 Preventive measures

If Ai4u determines or reasonably suspectsthat the Software may infringe the intellectual property rights of a thirdparty, Ai4u may, at its option: (a) procure the right to continue to providethe Software to the Customer, (b) replace any potentially infringing elementwith another non-infringing functionally equivalent element, or (c) immediatelysuspend the Customer's access to any potentially infringing element of theSoftware and reimburse the Customer for the Usage Fees paid in advanceassociated with such element.

15.4 Conditions

In order to benefit from the provisionsof this Section 15, the party seeking indemnification must promptly notify theindemnifying party in writing no later than ten (10) days after the indemnifiedparty becomes aware of a claim or reasonably should become aware of a claim.The indemnifying party shall then be at liberty to conduct the defense of suchclaim and to retain counsel reasonably acceptable to all parties, but shall notsettle or make any admission of liability without the consent of the indemnifiedparty, which shall not be unreasonably withheld.

16. COMPLIANCE UNDERTAKING

16.1 Export Regulations

The Software and the Software Servicesmay be subject to export control laws. Customer shall not, directly orindirectly, export, re-export or release the Software to, or make the Softwareaccessible from, any jurisdiction or country to which export, re-export orrelease is prohibited by law, rule or regulation. Customer shall comply withall applicable laws, regulations and rules, and complete all requiredundertakings (including obtaining any necessary export license or othergovernmental approval), prior to exporting, re-exporting, releasing orotherwise making the Software available across national borders.

17. GENERAL PROVISIONS

17.1 Governing Law

This Agreement is governed by andconstrued in accordance with the English law. The parties agree to submit anydispute in connection with this Agreement to the exclusive jurisdiction of thecompetent courts in England.

17.2 Injunctive Relief

Notwithstanding anything else in thisAgreement to the contrary, each Party acknowledges that a breach by a Party ofthis Agreement may cause the non-breaching Party immediate and irreparableharm, for which an award of damages may not be adequate compensation and agreesthat, in the event of such breach or threatened breach, the non-breaching Partywill be entitled to seek equitable relief, including in the form of orders forpreliminary or permanent injunction, specific performance, interim or conservatoryrelief, and any other relief that may be available for any court, and theParties hereby waive any requirement for the securing or posting of any bond inconnection with such relief. Such remedies will not be deemed to be exclusivebut will be in addition to all other remedies available under this Agreement,at law or in equity, subject to any express exclusions or limitations in thisAgreement to the contrary.

17.3 Independent Contractors

The relationship between the Parties isthat of independent contractors. Nothing contained in this Agreement will beconstrued as creating any agency, partnership, joint venture, or other form ofjoint enterprise, employment, or fiduciary relationship between the Parties.Neither Party will have authority to contract for or bind the other Party inany manner whatsoever, except as expressly set forth in this Agreement.

17.4 Notices

All notices, requests, consents, claims,demands, waivers and other communications hereunder shall be in writing andshall be deemed to have been given: (a) when delivered by hand (with writtenconfirmation of receipt); (b) when received by the addressee if sent by anationally recognized overnight courier (receipt requested); or (c) on the datesent by facsimile (with confirmation of transmission) if sent during normalbusiness hours of the recipient, and on the next business day if sent afternormal business hours of the recipient. Such communications must be sent to therespective parties at the addresses set forth on the Proposal.

17.5 Entire Agreement

This Agreement, together with theProposal (which is subject to Ai4u’s acceptance), and any schedules andexhibits hereto, and any documents incorporated by reference herein, includingany addendum, constitutes the sole and entire agreement between Customer andAi4u with respect to the subject matter hereof, and supersedes all prior andcontemporaneous understandings, agreements, and representations, whetherwritten or oral, with respect to such subject matter.

17.6 Assignment

Customer shall not assign or otherwisetransfer any of its rights, or delegate or otherwise transfer any of itsobligations or performance under this Agreement, without Ai4u’s prior writtenconsent. For purposes of the preceding sentence, and without limiting itsgenerality, any merger, consolidation or reorganization involving Customer(regardless of whether Customer is a surviving or disappearing entity) will bedeemed to be a transfer of rights, obligations or performance under thisAgreement for which Ai4u’ss prior written consent is required. No delegation orother transfer will relieve Customer of any of its obligations or performanceunder this Agreement. Any purported assignment, delegation or transfer inviolation of this Section is void.

17.7 Third-Party Beneficiaries

This Agreement is for the sole benefit ofthe parties hereto and their respective permitted successors and permittedassigns and nothing herein, express or implied, is intended to or shall conferon any other Person any legal or equitable right, benefit or remedy of anynature whatsoever under or by reason of this Agreement. Notwithstanding theforegoing, Affiliates of Ai4u shall be third-party beneficiaries to thisAgreement.

17.8 Waivers

No waiver of the provisions hereof shallbe effective unless explicitly set forth in writing and signed by the party sowaiving. Except as otherwise set forth in this Agreement, no failure toexercise, or delay in exercising, any right, remedy, power or privilege arisingfrom this Agreement shall operate or be construed as a waiver thereof; norshall any single or partial exercise of any right, remedy, power or privilegehereunder preclude any other or further exercise thereof or the exercise of anyother right, remedy, power or privilege.

17.9 Severability

If for any reason a court of competentjurisdiction finds any provision of the Agreement to be unenforceable, thatprovision will be enforced to the maximum extent possible to effectuate theintent of the parties, and the remainder of the Agreement shall continue infull force and effect.

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