Master SaaS Subscription Agreement

Effective: June 1, 2025

This Master SaaS Subscription Agreement (“Agreement”) is between SPEED AI, LLC, a corporation (“SPEED AI™” or “Provider”) and the entity accepting the terms of this Agreement (“Client” “You” or “Your”) and governs Client’s access to and use of the Services and Provider’s provision of the Services. This Agreement is effective on the date of Client’s acceptance of this Agreement (the “Effective Date”). CLIENT ACCEPTS THIS AGREEMENT BY: (1) BY SELECTING A PRICE LEVEL ON OUR WEBSITE AS DEFINED IN PARAGRAPHS 2.1 AND  5; (2) MAKING PAYMENT; OR (3) ACCESSING THE SERVICES.

BY EXECUTING THIS AGREEMENT THE CLIENT AGREES TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT AND THE CLIENT IS PERMITTED TO PROCEED TO ACCESS THE SERVICES. IF CLIENT DOES NOT AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, PROVIDER IS UNWILLING TO GRANT CLIENT ANY RIGHTS TO USE THE SERVICES, AND CLIENT MUST STOP INSTALLING AND ACCESSING THE SERVICES.

By using Provider’s Services, you accept and agree to be bound and abide by our Privacy Policy incorporated herein by reference (“Privacy Policy“) available at https://speed.ai/privacy-policy/. If you do not want to agree to Our Privacy Policy, you must not access or use Provider’s Services.

1. Definitions.

1.0  “Agreement” means, collectively, this Provider SaaS Subscription Agreement agreed to by the parties, as well as any attached or referenced exhibits or schedules, and amendments to this Agreement, each of which is incorporated into the Agreement by this reference.

1.1 “Anonymized data” is data that has been processed to remove or modify personally identifiable information (PII) so that it can’t be linked to a specific person.

1.2 “Client” means the company, organization, other entity, or individual on behalf of which this Agreement is accepted, as described above.

1.3 “Client Data”  means all electronic data or information submitted, uploaded, imported, processed through, collected from, made available by, produced by or resulting from Client and its authorized users’ use of the Services during the Term to or through the Provider’s Services for processing, and the outputs and modifications to that data obtained from such processing. Client Data may include Input, Output, Content and Queries subject to the license granted by Client to Provider in Paragraphs. Client Data may include (i) the name(s), email addresses, telephone numbers, and information of any person logging in to the Services, and (ii) any information (“third party data”) that can personally identify someone including any individual names, addresses, birth dates, financial information and any information that is protected health information (PHI) governed by the Health Insurance Portability and Accountability Act and its implementing regulations (“HIPAA”). All Client Data has been designed, created and provided solely by Client or by third parties on its behalf without the participation or involvement of Provider. Client is responsible for any actions it takes with respect to Client Data, including uploading it to the Services or using the Services to share or otherwise make available such Client Data to third parties. Client is responsible for ensuring that it has all the rights and permissions needed for both Client and Provider to use the Client Data in connection with the Services including but not limited to Client obtaining executed HIPAA release forms from third party patients. Client shall provide notices to, and obtain any consents from, third parties as required by applicable law, rule or regulation in connection with Provider’s processing of Client Data via the Services.  Provider shall not be liable to Client or any third-parties for any loss, damage or expense whatsoever and howsoever arising from any Client Data that is not protected by HIPAA that is entered into the Services by Client or by an entity on its behalf. All Client Data has been designed, created and provided solely by Clients or third parties whose conversations have been recorded by Client without the participation or involvement of Provider. Client is primarily responsible for the Client Data, and for all activity in its Services accounts that is authorized by Client or results from Client’s acts or omissions. Client shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Client Data entered into or inputted into the Services. Provider assumes no responsibility for the accuracy, ownership, or usefulness to Client of the Client Data. Client Data does not include Usage Data or Aggregated Data.

All Client Data is encrypted both at rest and in transit using industry standard encryption. Provider maintains strict access controls and works with cloud managed services providers and other vendors that help Us maintain the Services that are HIPAA and SOC 2 compliant. Provider maintains Zero Data Storage Agreements with data processing partners. All Client Data is stored in its own dedicated environment and is never used to train Provider’s models. The only Client Data we use for model training is your responses to rejected rescues. Provider is prohibited from selling any of the Client Data.

1.4 “Documentation” OR “FAQ” means the online help materials describing the features and functionality of the Services and located at https://speed.ai/ that Provider provides for use with the Services, as may be updated by Provider from time to time.

1.5 “Intellectual Property Rights” means patents, patent Services, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights and similar forms of protection.

1.6 “Order Form” means a document signed by and between both Provider and Client (including Affiliates of either party that enter into an Order Form) that references this Agreement and details the Services or Professional Service(s) to be provided by Provider, the fees associated therewith, and any other transaction-specific provisions.

1.7 “Provider” means SPEED AI, LLC, 2430 Vanderbilt Beach Rd Ste 108-251, Naples, FL 34109.

1.8 “Services” means Provider’s (i) hosted SaaS application and (ii) AI Feature (collectively  the “Services”) accessible by Authorized Users and Administrative Users solely for the internal business operations of Client during the Term as ordered by Client on Provider’s website, as specified in an Order Form, and new features, functionality, enhancements, upgrades, error corrections and bug fixes to the Services that Provider makes generally available for no additional charge to Clients.  The Services is an AI Quality Assurance platform for law firms called SPEED AI™. SPEED AI™ analyzes 100% of calls received by Client related to prospective clients (the “Callers”); it reports on agent performance, coaching notes, grades the case quality and notifies Client of missed opportunities via Provider’s Lead Rescue™ feature. SPEED AI™ does not record conversations with callers, but rather,  uses the Client’s existing call tracking/recording platform and an audio of the call is transmitted to Provider via API when the call ends, and analysis via SPEED AI™ transcribes & evaluates the call. Provider does not receive any of the caller’s personal information. The functionality and description of the features of the Services are contained in Our FAQ’s.

The Services include various artificial intelligence-based features (“AI Feature”) as described above that complement our other services. Certain of these features connect with various third-party Large Language Models (“LLMs”) with the aim of providing efficient information retrieval and summarization of content based on your submission of text or other inputs.

Provider is not responsible, has no liability and offers no warranties for the acts or omissions of LLMs, including with respect to Inputs or Outputs.

1.9 “Software” shall mean all of the underlying Software used to build or create the Services.

1.10  “Subscription Term(s)” means the subscription period(s) specified in Paragraphs 6 and 7 in this Agreement during which Authorized Users may use the Services, subject to the terms of the Agreement.

1.11 “Usage Data” means any content, data, or information that is collected about how Provuder’s Clients use the Services.

1.12 “Users” means Client’s employees, independent contractors, and other individuals who are authorized by Client to use the Services on behalf of Client. Under the rights granted to Client under this Agreement, Client may permit its and its Affiliates’ independent contractors and employees to become Users in order to access and use the Services in accordance with this Agreement and consistent with the relevant access rights granted by Client; provided that Client will be liable for the acts and omissions of all Client Affiliates and Users to the extent any of such acts or omissions, if performed by Client, would constitute a breach of, or otherwise give rise to liability to Client under, this Agreement. Client shall not, and shall not permit any User to, use the Services, Software or Documentation except as expressly permitted under this Agreement. Client is responsible for Users’ compliance with this Agreement. Users who are designated by Client to have administrative rights to Client’s account for the Services are responsible for the creation of new User accounts. Client shall take, and shall ensure that its Users take, commercially reasonable efforts to maintain the confidentiality of all User log-in account credentials (“User IDs”) and shall immediately notify Provider of any unauthorized use of User IDs or any other breach of security relating to the Services known to Client. Client acknowledges that certain tiers of Users will have different access and use rights to the Services consistent with the access rights described in the Documentation.

1.13 “Provider  Training Data” means the dataset or sets of data that are used by Provider to train and improve the performance of its AI algorithms and models offered by the Provider’s Services. This Agreement does not transfer to Client any ownership of Provider’s Training Data or any right to access or use Provider’s Training Data.

1.15 “Query” or “Queries” means any information that Client inputs into the Services seeking factual information or clarification. A Query may contain personal information.

1.16  “Prompt” or “Prompts” means a statement or question designed to elicit a specific response from the AI Feature. A Prompt may contain personal information.

1.17 “Business Associate Agreement” shall mean the Business Associate Agreement by and between Provider and Client for purposes of compliance with the privacy provisions of HIPAA which becomes effective on the Effective Date the parties sign this SaaS Agreement. The Business Associate Agreement is attached hereto as Exhibit A.

2. PROVISION OF THE SERVICES.

2.1 Services; Access Right. Provider shall host and make the Services available to Client during the Subscription Term(s) as described in Provider’s FAQ’s and website. The Services includes the features and functionality applicable to the Services as ordered by Client. Provider shall host the Services and may update the content, functionality, and user interface of the Services from time to time in its sole discretion. Some features and functionality may be available only with certain versions or editions of the Services, or subject to additional fees or additional provisions.

2.1.2 Provider shall also:

• Provide standard updates and general enhancements to the Software at no additional charge
• Ensure that the Services employs Transport Layer Security (TLS) version 1.2 or higher for securing data in transit between the Services and the Client’s systems. However, the Provider shall not be responsible for the security of the Client’s local systems, networks, or any other infrastructure used by the Client to access or view data from the Services.
• Maintain sufficient resources, including personnel and infrastructure, to support the Services and ensure its proper functioning. The Provider shall provide the Client with access to technical support for the Services during the Provider’s standard business hours.

2.2 Access and Usage Restrictions. Client has a non-exclusive, non-sublicensable, non transferable (except as specifically permitted in this Agreement) right to access and use the Services under this Agreement during the applicable Subscription Term, solely for Client’s internal business purposes relating to the processing of Client Data subject to the limitations stated in Provider’s website, FAQ/Documentation or Order Form if applicable. Unless otherwise specifically permitted in this Agreement, Client shall not (a) sublicense, sell, transfer, assign, distribute or otherwise grant or enable access to the Services in a manner that allows access or use of the Services by an individual who is not an Authorized User, or to commercially exploit the Services; (b) copy, modify or create derivative works based on the Services (for the sake of clarity, inputting Client Data is not considered a creation of a derivative work); (c) reverse engineer or decompile the Services (except to the extent permitted by applicable law and only if Provider fails to provide permitted interface information within a reasonable period of time after Client’s written request); (d) copy any features, functions or graphics of the Services; (e) use the  Services  to develop machine learning models or related technology; (f) access or use the Services except as expressly permitted under this Agreement; or (g) access or use the Services (h) to send or store infringing, obscene, threatening, or otherwise unlawful material, including material violative of third-party privacy rights; (ii) in violation of applicable laws; (iii) to send or store material knowingly or intentionally containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, or agents; (iv) in a manner that interferes with or disrupts the integrity or performance of the Provider’s Service (or the data contained in the Services); or (v) to gain unauthorized access to the Services (including unauthorized features and functionality) or its related systems or networks.

2.3 Availability & Support. We warrant 96% uptime for the Services and components specific to and wholly controlled by Provider, excluding scheduled maintenance or upgrade time. We make no warranty of the platforms that Our Services may depend upon that are utilized by the third party provider that hosts the Services. For any period that the SLA is not met, We will provide a pro-rated refund to You for the portion of the service package affected, provided that You promptly notify Us in writing and We verify the service outage. From time to time, We may upgrade the Services’ infrastructure, which may require marginal downtime of the Services. We will notify Your registered administrative user by email, a minimum of seven (7) days in advance of scheduled maintenance.

2.3.1 Provider in support of the Services shall:

• Respond to Client inquiries about all the Services’ operation procedures within the established response times depending on the level of severity:
  • Critical: The support team will acknowledge and respond to critical severity issues within two hours of receiving the initial report during standard business hours. Outside of business hours, support will respond within 24 hours.
  • High: The support team will acknowledge and respond to high-severity issues within 24 hours of receiving the initial report.
  • Normal: The support team will acknowledge and respond to normal severity issues within one business day of receiving the initial report, during standard business hours.
  • Low: The support team will acknowledge and respond to low-severity issues within two business days of receiving the initial report.
• The Provider will escalate issues to the next level of support or management when lower severity issues become more urgent, or the impact is higher than the original severity indication. The Provider will inform the Client of the progress and any escalations throughout the support process.

Support parameters (Eastern Standard Time) specific to the Services covered in this Agreement are as follows:

Email support: Monitored 8:00 A.M. to 5:00 P.M. Monday – Friday EST; and

Emails received outside of office hours will be collected; however, no action can be guaranteed until the next working day.

Service Requests. In support of the Services outlined in this Agreement, We will respond to service related incidents and/or requests submitted by You within the following time frames:

0-8 hours (during business hours) for issues classified by Us as Critical or High priority;

Within 48 hours for issues classified by Us as Normal or Low priority; and

2.3.2 Issue Escalation. Client and Provider will work collaboratively to strive for superior member response time and quality interaction partnership, in setting expectations for timely resolution of issues. If an issue cannot be resolved satisfactorily with the dedicated Account Manager, then the following escalation steps should be taken: The Account Manager and his/her Supervisor from Provider shall, as soon as practicable, contact the Director in the division impacted, and work to set up a “root cause” analysis meeting, and review the issue at hand, and determined how such issue can be avoided by revising processes, implementing training, and/or changing systems to better facilitate efficient and excellent work.

2.3.3 Limitation of Liability. The service credits described in this Section shall be the Client’s sole and exclusive remedy for the Provider’s failure to meet the Uptime Guarantee. In no event shall the Provider be liable for any damages, losses, or liabilities arising from or related to the unavailability or inaccessibility of the Services, except as expressly provided in this Agreement.

2.4 Security and Integrity of Client Data. Client acknowledges that it retains administrative control over to whom it grants access to the Client Data hosted in the Services. Nonetheless, during the Subscription Term, Provider shall maintain reasonable administrative and technical safeguards designed for the physical protection, confidentiality, and integrity of Client Data. The Client Data is encrypted in transit and at rest. Provider will not use Client Data except to provide the Services, or to prevent or address service or technical problems, as permitted in this Agreement or as instructed by Client.

2.5 Third-Party Integrated Services and Sub-Processor Services. Third-Party Integrated Services and Sub-Processor Services are third-party products or services that are provided and managed by third-party providers and interoperate with the Services. Client consents to Third-Party Integrated Services and Sub-Processor Services being integrated with the Services. Provider does not provide any warranties or guarantees in its use of Third-Party Integrated Services and Sub-Processor Services that interoperate with the Services.

3. CLIENT RESPONSIBILITIES

Client has exclusive control and responsibility for determining what data and content Client’s authorized users, employees, third-party users, and third parties submit into the Services and for obtaining all necessary consents and permissions for submission of Client Data and processing instructions to Provider. Client is further responsible for the quality and legality of all Client Data, and for the acts and omissions of Authorized Users and employees in accessing and using the Services. Client shall use reasonable measures to prevent, and shall promptly notify Provider of, any known or suspected unauthorized use of the Services or Authorized User access credentials.

Client represents and warrants that it has all rights, licenses, and permissions needed to provide its Inputs to the Services.

3.1 Assessing the AI Feature as a User of Client.  You agree that it is solely Client’s responsibility to (a) inform its users and any other users of any relevant Client policies and practices and any settings that may impact the processing of Content; (b) obtain any rights, permissions or consents from Client’s users and any authorized users that are necessary for the lawful use of Content and the operation of the Services; (c) ensure that the transfer and processing of Input is lawful; and (d) respond to and resolve any dispute with you and any other user relating to or based on Client’s failure to fulfill these obligations.

3.2. Client shall:

1. Implement and maintain appropriate security measures, including, but not limited to, firewalls, intrusion detection and prevention systems, antivirus software, and access controls, to protect the Client’s systems and networks used for accessing the Services and viewing data obtained from the Services.
2. Ensure that all individuals accessing the Services through the Client’s systems and networks are properly authorized and trained in the handling of sensitive data, including data subject to HIPAA regulations. Client acknowledges that the security and protection of data accessed through the Services, particularly data subject to the Health Insurance Portability and Accountability Act (HIPAA) regulations, is the Client’s responsibility once the data is transmitted from the Services to the Client’s systems or networks.
3. Promptly notify the Provider of any security breaches or unauthorized access to the Client’s systems or networks that may affect the security of data accessed through the Services. The Client shall cooperate with the Provider in investigating and remediating any such incidents. Assist with scheduling Client personnel and ensure attendance by the required Client participants as is necessary to support both the objectives and the schedule of the project.
4. Make Client personnel reasonably available for project meetings; and
5. Grant all necessary system security access to Provider’s technical resources, in accordance with Client’s security policies.
6. Notify Provider in event of any errors within the Services by providing accurate and complete information to facilitate prompt resolution. In particular, critical issues must be reported as being critical using the appropriate process for reporting critical issues.
7. Must designate authorized personnel to communicate with the support team and coordinate any necessary actions on their end. Any unauthorized personnel will be denied access, and no information will be provided to them.
8. Notify Provider of any and all system interruptions or catastrophes, whatever the cause
9. Maintain staff that has successfully completed training offered by Provider.

3.3 Content

Your Content. The output insights generated and returned by the AI Feature (“Output”) are based on the metadata processed on or through the Services (“Input”). You may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). Input and Output are collectively “Content.”  Content includes the prompts queries that you enter into the Services. You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.

Ownership of the Input and Output. As between you and Provider, and to the extent permitted by applicable law, you (a) retain your ownership rights in the Input and (b) own the Output with the exception that Provider owns any Output that includes data that is derived from the Provider’s proprietary algorithms or statistical models, or data that is necessary for the Provider to provide support or maintenance services. The Content may be used for any legal and lawful purpose, including commercial purposes and publication at Client’s own risk subject to this agreement and our privacy policy. Prior to publication of any Output by you, it is recommended to add a disclosure that the Output was generated by AI tools.

Similarity of Content. Due to the nature of our Services and artificial intelligence generally, output may not be unique and other users may receive similar output from our Services. Our assignment above does not extend to other users’ output or any Third Party Output.

Limitations of Outputs; Notice to Users. It is Client’s responsibility to evaluate whether Outputs are appropriate for Client’s use case, including where human review is appropriate, before using or sharing Outputs. Client acknowledges, and must notify its Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information. Client further acknowledges that Outputs may contain content inconsistent with Provider’s views.

Our Use of Content. We may use Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.

Opt-Out. If you do not want us to use your Content to train our models, you can opt-out by emailing Us at support@speed.ai. Please note that in some cases this may limit the ability of our Services to better address your specific use case.

3.3 Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, the use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.

When you use our Services you understand and agree:

• Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.
• You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
• You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
• Our Services may provide incomplete, incorrect, or offensive Output that does not represent Provider ’s views. If Output references any third-party products or services, it doesn’t mean the third-party endorses or is affiliated with Provider.

3.4 ARTIFICIAL INTELLIGENCE. The Provider’s Services include the use of predictive algorithms commonly referred to as artificial intelligence technologies. Client agrees and acknowledges that: (a) the quality of the outputs resulting from predictive algorithms depends largely from the quality of the inputs. (b) the predictive algorithms analyzes Client Data and Inputs based on pre-determined and pre-identified parameters, and unless the Order Form specifies otherwise, such as through the use of machine learning, the outputs from the Provider’s Services depend on the parameters identified as part of the implementation. (c) the choice of parameters and the types of Client Data or Content inputted in the Provider’s Services may carry assumptions, bias and limitations which will affect the effectiveness, quality, representativeness and accuracy of the outputs. (d) the algorithms within the Provider’s Services do not replace decision-making. They are intended to provide additional knowledge to support judgment by natural individuals, and not to replace judgment. Client remains responsible for any judgments and decisions taken as a result of the outputs or the Provider’s Services, and Client agrees and acknowledges that Provider shall have no liability for any of decisions resulting from the use of the outputs or the Provider’s Services. (e) Applicable Laws may provide for additional requirements regarding the use of artificial intelligence technologies in certain contexts or projects. Client is solely responsible for identifying and complying with the requirements applicable to the implementation of artificial intelligence in Client’s business processes and generally speaking, for the use of the Provider’s Services.

4. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP.

4.1  Client Data. Client owns all rights, title, and interest in Client Data, including all intellectual property rights therein.

4.2  Client Data and Content License Grant. Client grants Provider a non-exclusive, worldwide, royalty-free and fully paid perpetual license to use the Client Data, Content, Output and queries, including without limitation Prompts (a) as necessary for purposes of providing the Services and fulfilling its obligations and exercising its rights under this Agreement, (b) in order to improve the Services, (c) for Provider’s own internal business purposes for operational & accuracy needs, and using anonymized data to glean industry benchmarks, statistics, reporting or trends; (d) to analyze client data for a specific law firm’s analyses. Client also hereby grants to Provider a non-exclusive, sub-licensable, royalty-free, worldwide, perpetual, irrevocable, fully transferable, royalty-free and fully paid right and license to: use or incorporate into the Services any suggestions, ideas, feedback, recommendations or other information provided by Client or its Authorized Users with respect to the Services (“Feedback”) and to reproduce, distribute, modify, create derivative works of, publicly perform and display, and sub-license Feedback. For avoidance of doubt, Feedback is not Confidential Information of Client. The Client Data and Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Client or its providers. All rights in and to the Client Data and Content not expressly granted to Provider in this Agreement are reserved by Client and its suppliers. Provider is prohibited from marketing or selling the Client Data with any third-parties. Provider only shares Client Data with its data processing partners for the purposes of delivering the service, and does not train models based on the user firm’s incoming call contents.

4.3  The Services. Client agrees that all rights, title, and interest in and to all intellectual property rights in the Services and Documentation (including without limitation (i) the software code and source code (collectively, the “Software”) created and used to provide the Services; (ii) all Usage Data owned by Provider that Client might have access to in its use of the Services are protected under copyright, trademark and other laws and are retained and owned exclusively by Provider or its licensors. Provider and its licensors retain full ownership of all rights, title, and interest to all other intellectual property rights in and to the Services, including without limitation the Documentation, Software, APIs, customizations, and enhancements utilized by or developed by Provider in performing its obligations under this Agreement.

4.4  Usage Data. Provider maintains ownership of all rights, title, and interest in and to the Usage Data. Provider is permitted to use Usage Data in the performance of its obligations under this Agreement and for any other lawful business purposes.

4.5 USE OF AGGREGATE INFORMATION. Client acknowledges that Provider collects, logs, and aggregates usage data as part of the normal operation of the Services (“Aggregated Data”). Provider may use Aggregated Data for purposes of operating Provider’s business, monitoring performance of the Services, and improving the Services as long as the Aggregated Data is anonymized and Provider’s use does not reveal or disclose any Client Data, Client Confidential Information, or personally identifiable information or personal data of Authorized Users.

5. BILLING AND PAYMENT.

Client can choose monthly or yearly subscription fee plans. Client is responsible to pay Provider for all monthly or yearly Fees (“Fees”) to subscribe to use the Services each month the Term is in effect as set forth on Provider’s website. Clients sign up for the Services via Provider’s website, speed.ai. By subscribing to use the Services, Client agrees to pay Provider’s applicable monthly and/or yearly fees. Unless otherwise provided in writing by Provider, Client will pay all fees due either each month or on a yearly basis prior to the Term commencing according to the prices and terms listed on Provider’s website. Payment for all fees shall be due upon the Effective Date and payment shall be made in U.S. Dollars. Fees are based on the Services purchased and not actual usage. Payment obligations are non-cancelable and fees paid are non-refundable. Fees are based on annual periods that commence on the Effective Date and end on the anniversary thereof. Fees for any additional Services purchased during the Contract Term will be prorated for the remaining time of the monthly or yearly period in which they were purchased.

5.1 BILLING.  (a) We accept payment in the form of credit cards and ACH transactions.  We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account (your “Billing Account”) for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By choosing to use Payment Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Payment Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payments using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

(b) PAYMENT METHOD. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

IF YOU WISH TO TERMINATE YOUR AUTHORIZATION FOR A PAYMENT METHOD OR CHANGE YOUR PAYMENT METHOD, CONTACT US AT billing@speed.ai Or, you can adjust your payment methods in the settings function of the Services.

(c) CURRENT INFORMATION REQUIRED

AS PART OF YOUR CONTINUED USE OF THE SERVICES YOU ARE REQUIRED TO PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL REQUIRED INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (INCLUDING PROVIDING A CHANGE IN BILLING ADDRESS, OR UPDATED CREDIT CARD NUMBERS, OR CREDIT CARD EXPIRATION DATES), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. IF YOU FAIL TO PROVIDE ANY OF THE ABOVE MENTIONED INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAYMENT SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAYMENT SERVICES AS SET FORTH ABOVE.

(d) CHANGE IN AMOUNT AUTHORIZED. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

(e) REAFFIRMATION OF AUTHORIZATION. Your non-termination or continued use of a Payment Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Payment Service.

(f) You can change your payment method yourself by logging into the Provider’s Services and visiting the subscription section.

(g) You shall maintain a valid payment method at all times until the termination of services (not upon notice of cancellation). Your Breach of these provisions shall entitle the Provider to immediately suspend the services to you.

5.2 Taxes. Fees are exclusive of all applicable taxes, levies, or duties, and Client is responsible for payment of all of those taxes, levies, or duties, excluding taxes based solely on Provider’s income. Client shall pay all fees free and clear of, and without reduction for, any applicable transaction taxes, including but not limited to sales and use taxes, VAT, GST, gross receipts taxes, withholdings and other similar transaction charges (“Transaction Taxes”); Transaction Taxes imposed on payments of fees will be Client’s responsibility, and Client shall provide receipts issued by the appropriate taxing authority to Provider on request to establish that the Transaction Taxes have been paid. Provider may invoice Transaction Taxes as permitted in applicable law on an invoice as referenced in Section 5.2 or a separate invoice. Provider reserves the right to determine Transaction Taxes based on Client’s “bill to” or “ship to” address, or other information provided by Client on location of Client’s use of the Services. Client is responsible for any taxes, penalties or interest that might apply based on Provider’s failure to charge appropriate tax due to incomplete or incorrect “bill to” or “ship to” location information provided by Client. If Client is exempt from Transaction Taxes,  Client shall provide proof of the exemption to Provider without undue delay upon execution of the applicable Order Form.

5.3 Effect of Nonpayment. This Agreement and Client’s access to the Services or Provider’s provision of Professional Services may be suspended or terminated if Client fails to make timely payment of undisputed fees when due. Unpaid amounts may be subject to interest at the lesser of one and one-half percent (1.5%) per month or the maximum permitted by law plus collection costs. Suspension will not relieve Client’s obligation to pay amounts due. Upon termination of this Agreement, Client shall pay the balance due on Client’s account subject to the provisions of Section 6.3 (“Effect of Termination; Survival”).

5.4 Future Features and Functionality. Client acknowledges that purchases under this Agreement or any Order Form are not contingent on the delivery of future features or functionality.

6 Term and Termination

6.1 (a) Term; Renewals. Our subscription plans’ billing frequency/term is monthly or yearly. Monthly subscription terms renew on the same day of the month as the subscription starts (the “Monthly Term”). Annual subscriptions renew one year from the Effective Date (the “Yearly Term”). You must provide ten (10) days’ notice to terminate the agreement if you choose the monthly term subscription plan. The one (1) year annual terms shall automatically renew unless either party gives the other written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

6.2.1 Termination for Cause. This Agreement shall terminate upon any breach of the Terms by You or Your Authorized Users, in accordance with the Terms.

6.2.3 Effect of Termination. Upon termination, (i) you shall cease any and all use of the Services and You shall relinquish to Us or destroy any and all parts of the Services in Your control, and (ii) all rights, licenses, consents and authorizations granted by Us to You will immediately terminate. The termination of this Agreement shall not limit Our rights or remedies at law or in equity.

6.2.4  Suspension of Services. We may suspend delivery of the Services, without liability, if: (i) You fail to pay any amounts due hereunder to Us, and nonpayment continues for more than thirty (30) days from when notice is given to You by Us, (ii) We reasonably believe that the Services are being used in violation of this Agreement, (iii) You do not cooperate with Our reasonable investigation of any suspected violation of this Agreement, or (iv) required by law. We shall use commercially reasonable efforts to give You reasonable notice of a suspension of Services unless immediate suspension is necessary to protect Us or Our Clients from imminent significant operational or security risk.

6.2.5 Client’s Right To Terminate The Agreement.  If Client discovers any material defect with the Services, Client must notify Provider in writing and as Client’s sole and exclusive remedy and Provider’s sole obligation, Provider will either use reasonable efforts to correct any such defect within sixty (60) days of the date the defect was reported or create a workaround so as to fix the material defect affected in the Software. If Provider is unable to correct or fix the defect in the Software, and the defect renders the Software unusable, the Client shall be entitled to terminate the Agreement, however, Client understands and agrees that Provider shall not issue any pro-rata refund of Subscription Fees for the remaining term of the Agreement.

6.2.6 Treatment of Client Data After Expiration or Termination. Client agrees that after termination or expiration of this Agreement, Provider may immediately deactivate Client’s account(s). During the thirty (30) day period after termination or expiration, Provider shall grant a reasonable number of Authorized Users access to the Services for the sole purpose of retrieving any Client Data that it wishes to retain and deleting any remaining Client Data. Provider shall return deletion of data including backups upon termination of the agreement with evidence. After the 30-day period, Provider shall delete Client’s account, including remaining Client Data, if any, from the Services unless legally prohibited.

6.3 Effect of Termination; Survival. Upon early termination of this Agreement by Client under Section 6.2.5 for Provider’s uncured material breach, Client is entitled to a prorated refund of prepaid fees relating to the Services applicable to the remaining period in the applicable Subscription Term. Upon early termination of this Agreement by Provider under Section 6.2.1, fees relating to the Services applicable to the duration of any applicable Subscription Term shall become immediately due and payable by Client. In addition, upon expiration or termination of this Agreement for any reason: (a) all subscription rights granted under this Agreement, Provider’s obligation to provide the Services, and Client’s right to access or receive the Services, will terminate; (b) Client Data will be available for retrieval and deleted under Section 6.2.6 (“Treatment of Client Data After Expiration or Termination”); and (c) Sections 1 (“Definitions”), the restrictions in Section 2.2 (“Access and Usage Restrictions”) for so long as Client has access to the Services, 3 (“Client Responsibilities”), 4 (“Intellectual Property Rights and Ownership”), 5 (“Billing and Payment”), 6.2.6 (“Treatment of Client Data After Expiration or Termination”), 6.3 (“Effect of Termination; Survival”), 7 (“Representations and Warranties”), 8 (“Indemnification”), 9 (“Limitation of Liability”), 10 (“Confidentiality and Sensitive Data”), and 11 (“General”) will survive.

7. REPRESENTATIONS AND WARRANTIES.

7.1 By Each Party. Each party represents and warrants that it has the power and authority to enter into this Agreement and that its respective provision and use of the Services is in compliance with laws applicable to each party.

7.2 By Provider.

(a) Access to the Services. Provider warrants that the Services will perform materially in accordance with the Documentation and this Agreement. Provider does not warrant that the Services will be completely error-free or uninterrupted. If Client notifies Provider of a reproducible error in the Services that indicates a breach of the foregoing warranty (each, an “Error”) within 30 days after Client experiences such Error, Provider shall, at its own expense and as its sole obligation and Client’s exclusive remedy: (a) use commercially reasonable efforts to correct or provide a workaround for such Error; or (b) if Provider is unable to correct or provide a workaround for such Error within 60 days after receiving notice of such Error from Client, Client may terminate this Agreement upon notice to Provider and, Provider shall refund the amounts paid by Client for access to the Services on a pro-rata basis for the period during which the Services was not usable by Client. The warranties set forth in this Section 7.2 do not apply to any Third-party or Sub-Processor offerings, Services or Products or cover any Error caused by: (i) Client or its Users; (ii) use of the Services in any manner or in any environment inconsistent with its intended purpose; (iii) Client’s hardware or software if modified or repaired in any manner which materially adversely affects the operation or reliability of the Services, or (iv) any equipment, software, or other material utilized by Client in connection with the Services contrary to the Provider’s instructions.

(b) Malicious Code. Provider warrants that, to the best of its knowledge, the Services is free from, and Provider shall not knowingly or intentionally introduce, software viruses, worms, Trojan horses or other code, files, scripts, or agents intended to do harm (“Malicious Code”), provided however, that Provider shall not be in breach of this warranty if Client or any Third-Party or Sub-Processor introduces Malicious Code.

7.3 By Client. Client represents and warrants that it has obtained all necessary consents and permissions from data subjects for the submission and processing of client data before submission to the Services.

7.4 WARRANTY DISCLAIMERS. EXCEPT AS WARRANTED IN THIS SECTION 7, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WHEN PROVIDER IDENTIFIES A VERSION OF THE SERVICES OR OTHER TECHNOLOGY AS BETA, PILOT, TRIAL, LIMITED RELEASE, PRE-RELEASE, EVALUATION, NON-PRODUCTION OR SIMILAR DESIGNATION, THAT VERSION IS PROVIDED “AS IS,” EXCLUSIVE OF ANY AND ALL WARRANTIES, IS NOT SUPPORTED, AND IS NOT SUBJECT TO ANY AVAILABILITY OR SECURITY OBLIGATIONS, AND PROVIDER MAY TERMINATE OR DISCONTINUE THAT VERSION AT ANY TIME WITHOUT LIABILITY.  PROVIDER IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION OR OTHER DAMAGE RESULTING FROM PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE AND PERSONAL COMPUTING DEVICES, AND TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS OUTSIDE OF ITS CONTROL.

THE AI FEATURE AVAILABLE THROUGH THE SERVICES IS INTENDED AS AN OUTPUT GENERATION TOOL ONLY AND DOES NOT CONSTITUTE ADVICE OF A CERTIFIED OR QUALIFIED EDUCATIONAL PROFESSIONAL AND PROVIDER MAKES NO WARRANTY, REPRESENTATION OR GUARANTY OF ANY KIND, EXPRESS OR IMPLIED, THAT THE INFORMATION, TEXT, AND THE CONTENT INCLUDED IN THE OUTPUT, OR THE USE OF THE INPUT, INCLUDING WITHOUT LIMITATION, THE ACCURACY OF THE RESULTS, AVAILABILITY, SUITABILITY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE AI FEATURE OR LLM’S WILL PROVIDE ACCURATE, TAILORED, OR INFORMATIVE RESULTS OR BE FIT FOR ANY PARTICULAR PURPOSE. PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE  OUTPUT, AI FEATURE OR LLM’S DO NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. CLIENT ACKNOWLEDGES THAT THE AI FEATURES LEVERAGE THIRD-PARTY SERVICES AND THAT PROVIDER IS NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD PROVIDER LIABLE, FOR THIRD-PARTY SERVICES INCLUDING LLM’S, AND THAT THE RISK OF INJURY FROM SUCH THIRD-PARTY SERVICES RESTS ENTIRELY WITH CLIENT. CLIENT SHALL BE SOLELY RESPONSIBLE FOR CLIENT’S USE OF THE SERVICES, AI FEATURE, LLM’S, AND ANY RELATED AI TOOLS, AND ANY OUTPUT RESULTING THEREFROM. CLIENT SHOULD EVALUATE THE FITNESS OF ANY OUTPUT, AI FEATURE OR LLM’S AS APPROPRIATE FOR CLIENT’S SPECIFIC USE CASE.

IN ADDITION TO ANY DISCLAIMERS SET FORTH IN THIS AGREEMENT, THE AI FEATURE IS PROVIDED ON AN “AS IS” AND AS “AVAILABLE” BASIS. PROVIDER AND THE APPLICABLE THIRD-PARTY PROVIDER AND/OR LLM, MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND , EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE AI FEATURE, OR THE INFORMATION, TEXT, AND THE CONTENT INCLUDED IN THE OUTPUT, OR THE USE OF THE INPUT, INCLUDING WITHOUT LIMITATION, THE ACCURACY OF THE RESULTS, AVAILABILITY, SUITABILITY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE AI FEATURE. PROVIDER WILL HAVE NO LIABILITY OR RESPONSIBILITY ARISING IN ANY WAY FROM THE USE OF THE AI FEATURE OR ANY ERRORS OR OMISSIONS CONTAINED IN THE CONTENT.

7.5. Disclaimer – Client Data. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT ACKNOWLEDGES THAT PROVIDER IS NOT RESPONSIBLE FOR THE INTEGRITY OF THE CLIENT DATA PROCESSED THROUGH THE SERVICES , INCLUDING WITHOUT LIMITATION, ITS COMPLETENESS, ACCURACY, VALIDITY, AUTHORIZATION FOR PROCESSING AND INTEGRITY OVER TIME AND SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OF SUCH CLIENT DATA.

7.6. Disclaimer – Third-Party Integrated Services and Sub-Processor Integrated Services. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT ACKNOWLEDGES THAT PROVIDER IS NOT RESPONSIBLE FOR THE USE OF ANY THIRD-PARTY PRODUCTS, LLM’s, THIRD-PARTY INTEGRATED SERVICES, AND SUB-PROCESSOR INTEGRATED SERVICES, THAT INTEROPERATE WITH THE SERVICES.

7.7 Disclaimer – Account Credentials. CLIENT IS RESPONSIBLE FOR ENSURING THAT ITS USERS ARE KEEPING THEIR CREDENTIALS TO ACCESS THEIR ACCOUNTS CONFIDENTIAL AND SECURED, INCLUDING BY FOLLOWING INFORMATION SECURITY BEST PRACTICES REGARDING PASSWORDS. IF ACCOUNTS ARE COMPROMISED AS A RESULT OF CLIENT’S USERS’ NEGLIGENCE, PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES RESULTING FROM THIS NEGLIGENCE.

7.8 You further agree that Provider does not warrant or guarantee that any product information contained on the website or Services, or any result returned from queries made through the Services, whether made using AI powered generative experiences or otherwise, is accurate, complete, reliable, current, or error-free.

7.9 You understand that search results obtained from the Services, whether done through AI powered generative experiences or otherwise, may be the same or similar or vary between different users and at different times, and may not necessarily be identical or consistent.  You further agree that Provider does not warrant or guarantee that any material created through any AI powered generative experience does not infringe the rights of any third party in any subsequent use of the content you may make. If you purchase, use, or access any such products, content, services, advertisements, offers, or information through the Services or you engage with any Third Party Provider, you agree that you do so at your own risk and that Provider will have no liability based on such purchase, use, access, or engagement.

8. INDEMNIFICATION.

8.1 Provider Indemnification. Provider shall defend, indemnify and hold Client harmless from and against any damages and costs (including reasonable attorneys’ fees and costs incurred by Client) finally awarded against Client (or, subject to Section 8.3, the amount of any settlement Provider enters into) resulting from any claim, demand, suit or proceeding from an unaffiliated Third-Party (“Claim”) specifically alleging that the Services directly infringes or misappropriates a valid copyright, trademark, or trade secret of a Third-Party. Provider shall have no cindemnification obligation for Claims to the extent arising from: (a) Client’s or any Authorized User’s use of the Services other than as permitted under this Agreement; (b) the combination of the Services developed by Provider with any Client Data or with any Client or Third-Party products, services, hardware, data, content, or business processes; or (c) from the modification of the Services by any party other than Provider or Provider’s agents, or modification by Provider or Provider’s agents based on Client instructions. The foregoing is Provider’s exclusive obligation for infringement claims. If Provider becomes aware of a Claim alleging infringement or misappropriation, or Provider reasonably believes such a Claim will occur, Provider may, at its sole option: (i) obtain for Client the right to continue use of the Services; (ii) replace or modify the Services so that it is no longer infringing; or, (iii) if neither (i) nor (ii) is reasonably available to Provider, terminate the Services, in which case Provider’s sole liability (in addition to the indemnification obligations set out in this Section 8.1) is to refund to Client a prorated amount of prepaid fees for the Services applicable to the remaining period (from the date Provider is notified of the infringement claim by Client) in the then-current Subscription Term.

8.2 Client Indemnification. Client shall defend, any claim, suit, or action against eFraud Services brought by a Third-Party to the extent that such claim, suit, or action is based upon (i) Provider’s use of any Client Data in accordance with this Agreement, (ii) Client’s use of any Client Data, (iii) Client and its users’ use of the Services, (iv) Client’s use and modification of the Outputs, (v) any gross negligence or willful misconduct by Client in the performance of this Agreement, (vi) Client’s breach or alleged breach of this Agreement (vii) any claim that Client’s confidential information infringes the intellectual property rights of any third parties, or (viii) Client’s failure to obtain consents and permissions from data subjects for the submission and processing of personal data, Client data and Content in the Services (the “Claim”) and Client shall indemnify and hold Provider harmless, from and against Losses that are specifically attributable to such Claim or those costs and damages agreed to in a settlement of such Claim. The foregoing obligations are conditioned on Provider: (a) promptly notifying Client in writing of such Claim; (b) giving Client sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Client’s request and expense, assisting in such defense. Notwithstanding the foregoing, Client will have no obligation under this Section 8.2 or otherwise with respect to any Claim to the extent based upon Provider’s use of the Client Data in violation of this Agreement.

8.3 Indemnity Process. Each party’s indemnification obligations are conditioned on the indemnified party: (a) promptly giving written notice of the Claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the Claim; and (c) providing to the indemnifying party all available information and assistance resulting from the Claim, at the indemnifying party’s request and expense. The indemnified party may participate in the defense of the Claim, at the indemnified party’s sole expense (not subject to reimbursement). Neither party may settle any claim that includes a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought without that party’s prior written consent. Neither party may admit liability for or consent to any judgment or concede or settle or compromise any Claim unless that admission or concession or settlement or compromise includes a full and unconditional release of the other party from all liabilities in respect of the Claim.

9. LIMITATION OF LIABILITY.

9.1  CLIENT ASSUMES THE ENTIRE COST OF ANY DAMAGES RESULTING FROM CLIENT’S USE OF THE SERVICES, THE INFORMATION CONTAINED IN OR COMPILED BY THE SERVICES, THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY PROVIDER OR A THIRD PARTY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL PROVIDER OR ITS SUPPLIERS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, EXEMPLARY, INDIRECT, RELIANCE, LIQUIDATED, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT  LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, REVENUE OR SAVINGS, BUSINESS INTERRUPTION,  BUSINESS  OPPORTUNITIES,  LOSS  OR CORRUPTION OF BUSINESS INFORMATION OR ANY PERSONAL OR CLIENT DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION, IMPAIRMENT OR FAILURE, REPAIR COSTS, TIME VALUE OR OTHER PECUNIARY LOSS, BODILY HARM, EMOTIONAL DISTRESS OR LOSS OF LIFE ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE PROVIDER’S SERVICES, OR THE INCOMPATIBILITY OF PROVIDER’S SERVICES WITH  ANY  HARDWARE, SOFTWARE OR USAGE REGARDLESS OF THE LEGAL THEORY  UNDER  WHICH  SUCH DAMAGES ARE SOUGHT, AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.

TO THE EXTENT PERMITTED BY LAW, THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION OR ARBITRATOR AND PROVIDER BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, PROVIDER’S TOTAL LIABILITY TO CLIENT OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE FEES PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES WHETHER IN CONTRACT, TORT OR OTHERWISE.

We are not responsible nor have any liability if you suffer any damages of any kind from your use of the products and services offered by any LLM’s that are integrated into the Services.

9.2 Conditions. The exclusions and limits in this “Limitation of Liability” section reflect the parties’ allocation of risk and will apply under any legal theory (including, without limitation, contract or tort), even where a party was aware of the possibility of such damages, the damages were foreseeable, and/or any remedies hereunder fail of their essential purpose. Such exclusions and limits will not apply to the extent they are prohibited by law./

9.3 Client assumes the entire cost of any damages it may incur or suffer of any kind resulting from Client’s use of any Third-Party Products, or Provider’s use of Third-Party Products, Third-Party Integrated Services, and Third-Party Subprocessor Services, that interoperate with the Services.

9.4 Limitations Fair and Reasonable. EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY STATED IN THIS SECTION 9 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES UNDER THIS AGREEMENT, AND THAT IN THE ABSENCE OF THOSE LIMITATIONS OF LIABILITY, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SIGNIFICANTLY DIFFERENT.

10. CONFIDENTIALITY AND SENSITIVE DATA.

10.1 Confidentiality. “Confidential Information” means this Agreement, the Services, Provider pricing information, Provider technical information, Client Data and any other information disclosed by one party (“Discloser”) to the other (“Recipient”) related to the provision or use of the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient may use Discloser’s Confidential Information solely to perform Recipient’s obligations or exercise its rights under this Agreement. Recipient will not disclose, or permit to be disclosed, Discloser’s Confidential Information to any Third-Party without Discloser’s prior written consent, except that Recipient may disclose Discloser’s Confidential Information solely to Recipient’s employees and subcontractors who have a need to know and who are bound in writing to keep that information confidential under confidentiality requirements consistent with this Agreement. Recipient agrees to exercise due care in protecting Discloser’s Confidential Information from unauthorized use and disclosure, and at a minimum will use at least the degree of care a reasonable person would use. The foregoing will not apply to any information that: (a) was in the public domain at the time it was communicated to the Recipient by the Discloser; (b) entered the public domain after the time it was communicated to the Recipient by the Discloser through no fault of the Recipient; (c) was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient by the Discloser; (d) was rightfully communicated to the Recipient free of any obligation of confidence after the time it was communicated to the Recipient by the Discloser; (e) was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by the Discloser; or (f) is expressly permitted to be disclosed under the terms of this Agreement.

10.2 Compelled Disclosure. The Recipient shall not be in violation of Section 10.1 for a disclosure that was in response to a valid order by a court or other governmental body, as long as the Recipient provides the Discloser with prior written notice of the disclosure to permit the Discloser to seek confidential treatment of that information.

11.  GENERAL.

11.1 Notices. Notices to a party will be sent by email to an individual who has the authority and can bind each company.

11.2 Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld) except as provided in this Section 11.2.

11.3 Governing Law.  By using Provider’s Website or Services, you agree that the laws of the State of SOUTH CAROLINA without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Provider.

11.4 Disputes/Arbitration.

ANY DISPUTE RELATING IN ANY WAY TO YOUR USE OF PROVIDER’S WEBSITE OR SERVICES SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN GREENVILLE, SOUTH CAROLINA EXCEPT FOR INTELLECTUAL PROPERTY CLAIMS BROUGHT BY EITHER PARTY (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) AND CLAIMS THAT MAY BE BROUGHT IN SMALL-CLAIMS COURT.

CONFIDENTIAL ARBITRATION UNDER THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY UNDER THE COMMERCIAL ARBITRATION RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA’S CONSUMER RULES”), EXCLUDING ANY RULES AND PROCEDURES GOVERNING OR PERMITTING CLASS OR REPRESENTATIVE ACTIONS. THE RULES ARE AVAILABLE AT THE AMERICAN ARBITRATION ASSOCIATION’S WEBSITE.

YOU AND EFRAUD SERVICES AGREE TO EXPRESSLY WAIVE ANY RIGHTS TO FILE CLASS OR REPRESENTATIVE ACTIONS OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS IN ANY JURISDICTION OR FORUM.

THE ARBITRATOR SHALL APPLY GREENVILLE, SOUTH CAROLINA LAW, AND THE ARBITRATOR’S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE REST OF THIS PROVISION SHALL REMAIN IN EFFECT.

IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE COURT LOCATED IN GREENVILLE, SOUTH CAROLINA.

11.5 Restrictions. You must comply with all applicable foreign, federal, state, provincial, and local laws, including privacy, data protection and access to information laws, when using the Services.

11.6 Export Laws. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Client represents that it is not named on any U.S. government denied party list, and shall not make the Services available to any user or entity that is located in a country that is subject to a U.S. government embargo, or is listed on any U.S. government list of prohibited or restricted parties.

11.7  Remedies. Unless stated otherwise in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. Where Client controls any Affiliate, Provider is entitled to remedies from Client for the obligations and liabilities of Affiliates who subscribe to a payment plan under this Agreement.

11.8 Independent Contractors. The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between Client and Provider as a result of this Agreement or use of the Services or Professional Services.

11.9 U.S. Government End Users. If Client is a branch agency or instrumentality of the United States Government, the following provision applies. If Client is the U.S. Federal Government, Provider provides the Services, including related software and technology, under the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary access right and license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation).

11.10 Waiver; Modification. The failure of a party to enforce any right or provision in this Agreement will not constitute a waiver of that right or provision unless the waiver is in writing signed by the waiving party. No modification hereof will be effective unless in writing and signed by both parties.

11.11 Severability. If any provision of this Agreement is unenforceable, that provision will be changed and interpreted to accomplish the objectives of that provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, Section 10 (“Limitation of Liability”) will remain in effect notwithstanding the unenforceability of any provision in Section 8 (“Representations and Warranties”).

11.12 Entire Agreement; Execution. This Agreement (including the Exhibits hereto) constitutes the entire understanding and agreement between the parties with respect to the subject matter addressed herein and supersedes any and all prior or contemporaneous oral or written communications with respect to such subject matter. In the event of a conflict between the foregoing terms and conditions and any Exhibits to this Agreement, the foregoing terms and conditions will control. No modification, termination or waiver of any provisions of this Agreement shall be binding upon a Party unless in writing signed by an authorized officer of the relevant Party(ies). A party does not waive its rights under this agreement by granting an extension or forbearance to another party.

11.13 Force Majeure.  Neither party will be liable to the other for a failure or delay in its performance of any of its obligations under this Agreement (except for the payment of amounts due hereunder) to the extent that such failure or delay is caused by circumstances beyond its reasonable control or by events such as fire, riot, flood, labor disputes, natural disaster, regulatory action, internet or telecommunications failures, terrorist acts, or other causes beyond such party’s reasonable control, provided that the non-performing party gives notice of such condition and continues or resumes its performance of such affected obligation to the maximum extent  and as soon as reasonably possible.

11.14 No Third-Party Beneficiaries.  This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any Third-Party.  Only the parties to this Agreement may enforce it.

11.5 Restrictions. You must comply with all applicable foreign, federal, state, provincial, and local laws, including privacy, data protection and access to information laws, when using the Services. For example, you are responsible for complying with all telephone recording laws and requirements, including notifying parties that telephone calls are being recorded when required. You are also responsible for, as applicable, complying with the Telephone Consumer Protection Act (TCPA), the telemarketing provisions of the Canadian Competition Act and Canada’s Anti-Spam Legislation (CASL), including ensuring that all voice calls, text messages and any other commercial electronic messages are sent with the recipients’ valid consent and include prescribed information and an effective unsubscribe mechanism, to the extent required. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to:

a.     Use the Invenstory Service for any illegal purpose or in violation of any local, state, provincial, national, or international law;

b.     harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;

c.      violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

d.     use the Invenstory Service in violation of any applicable advertising and marketing laws such as CAN-SPAM, the TCPA, the FTC’s Telemarketing Sales Rule, Canada’s Anti-Spam Legislation (CASL), the telemarketing provisions of the Canadian Competition Act, and the CRTC Unsolicited Telecommunications Rules, including those that relate to (i) permitted calling times; (ii) customers’ consent to be contacted by telephone and/or text messages (including opt in/opt out consent where applicable and do not call lists); (iii) the required content of text messages and requirements for enabling and promptly implementing unsubscribe requests; (iv) any registration requirements relating to do not call lists; and (v) any notices that need to be given to potential customers during telephone calls.

You represent, warrant, and agree that: (i) You or your business shall send instructions to anyone who uses the website or services on how to opt out from receiving messages (STOP instructions), as well as how they can get help information (HELP instructions).\; and (ii) Your business is required to have a privacy policy conspicuously disclosed on your business’ website containing a Text/SMS policy.