Software as a Service Agreement

This Master Software as a Service Agreement (this “MSA”), including all attached schedules, exhibits, and any associated Order Forms or Statements of Work that reference or incorporate this MSA, governs Customer’s access to and use of the software-as-a-service offerings and related services provided by Ikigai Labs, Inc. (“Provider”). By executing an Order Form that references this MSA, the customer identified in such Order Form (“Customer”) agrees to be bound by this MSA. If an individual accepts this MSA on behalf of a company or other legal entity, such individual represents that they have the authority to bind that entity. This MSA is effective as of the effective date of the applicable Order Form (the “Effective Date”). Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”.

1. Order Forms and Statements of Work

Throughout the Term, Customer may order Subscription Services pursuant to one or more Order Forms(s) and Professional Services pursuant to one or more SOWs. Order Forms and SOWs will be effective only when signed by Customer and Provider. Each duly executed Order Form and SOW shall be subject to the terms and conditions of this MSA. Provider shall provide to Customer the Services set forth in an Order Form or SOW in accordance in all material respects with the Specifications and the terms and conditions set forth in this MSA and the applicable Order Form or SOW. Except as set forth in an Order Form or SOW, this MSA does not obligate Customer to purchase any Services. The Parties may modify or change the scope of the Services under an Order Form or SOW only by a mutually agreed written amendment or change order signed by both parties. Customer may also order Subscription Services through a third party authorized in writing by Provider (a “Reseller”). Resellers are not agents of Provider and have no authority to make any representations or warranties on Provider’s behalf. Customer acknowledges and agrees that all orders made through a Reseller will be subject to this MSA, the Order Forms, and SOWs, and that no additional terms provided by Reseller will apply to Customer’s access to and use of the Subscription Services.

2. Access and Use of Subscription Services

1. Provision of Access. Provider shall provide Customer and its Authorized Users access via a hosted public cloud instance to the Subscription Services on the Delivery Date. Provider shall provide Customer the Access Credentials, any APIs, and Documentation and complete the Implementation Services to make the Subscription Services ready and available for Customer and their Authorized Users.
2. Access and License Grant.
   1. Provider grants to Customer during the applicable Service Term, a non-exclusive:
      1. Right to access and use the Subscription Services, including in operation with other software, hardware, systems, networks, and services, for the Permitted Uses, including for submitting AI Customer Input to and receiving AI Customer Output from the AI Features and otherwise Processing Customer Data.
      2. Right and license to generate, print, copy, upload, download, store, and otherwise Process all GUI, audio, visual, digital, and other output, displays, and content as may result from any access to or use of the Subscription Services.
      3. Right to access and use the Subscription Services for all such non-production uses and applications as may be necessary or useful for the effective use of the Subscription Services.
      4. Right and license to access and use the APIs.
   2. Provider grants to Customer’s Authorized User(s) during the applicable Service Term, a non-exclusive:
      1. Right to access and use the Subscription Services for all such non-production uses and applications as may be necessary or useful for the effective use of the Subscription Services.
3. Documentation License. Provider grants to Customer a non-exclusive, non-sublicensable, non-transferable license to prepare, reproduce, print, download, and use the Documentation during the Term and any Service Term.
4. Use Restrictions. Except as otherwise permitted under this MSA, an Order Form, or an SOW, Customer shall not and shall not permit any Authorized Users to:
   1. modify or create derivative works of the Subscription Services or Documentation, in whole or in part;
   2. rent, lease, lend, sell, license, sublicense, assign, or otherwise transfer the Subscription Services or Documentation;
   3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Subscription Services, in whole or in part; or
   4. remove any proprietary notices from the Subscription Services or Documentation.

3. Service Responsibility; Location

Provider shall host the Subscription Services and Process Customer Data on a hosted public cloud instance. Notwithstanding anything to the contrary in this MSA, all Services, including all Processing of Customer Data by or on behalf of Provider, shall be provided solely from within, and on Provider Systems located in the United States.

4. Third-Party Materials

1. Provider includes in its Services and Deliverables, and the operation and use of the Services, Third-Party Materials.
2. Provider shall secure the rights, licenses, consents, approvals, and authorizations necessary for Customer to use the Approved Third-Party Materials as incorporated in or otherwise used in conjunction with the Services or Deliverables. All royalties, license fees, or other consideration payable in respect of such licenses are included in the Fees specified in each Order Form or SOW. Provider shall inform Customer if Customer will be subject to any additional or different terms or conditions with respect to Approved Third-Party Materials.

5. Open Source Components

Provider includes in its operation and use of the Services Open Source Components.

6. Subcontracting

Provider subcontract Services, in whole or in part, in its sole discretion.

1. Provider shall remain responsible and liable for the acts and omissions of each Subcontractor to the same extent as if such acts or omissions were by Provider.

7. Management and Payment of Provider Personnel

Provider is responsible for the payment of Provider Personnel, including all fees, expenses, and compensation to, by, or on behalf of any Provider Personnel and, if applicable, the withholding of income taxes and payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments, and disability benefits. No Person who is identified on a sanctioned or restricted parties list published by a United States Governmental Authority or has been convicted of a felony or any misdemeanor involving, in any way, theft, fraud, bribery, or the violation of any securities law shall provide Services or access any Personal Information, Customer Data, or other Confidential Information of Customer.

8. Security

Provider will maintain then-current industry standard measures in providing the Subscription Service and will report to Reseller as soon as reasonably practicable any breaches of security or unauthorized access to the Subscription Service or the Third-Party Cloud Services platform (upon notice to Provider from the platform provider) that affect or involve Customer (a “Security Breach”). Industry standards refer to ISO 27001 and SOC II, which Provider is certified. Provider will use diligent efforts to remedy such Security Breach that is within its reasonable control. Provider shall not be liable for any damages incurred by Customer in connection with any unauthorized access resulting from the actions or inactions of Customer, any User or the Third-Party Cloud Services platform.

9. Fees and Payment

1. Fees. The fees for the Services shall be set forth in the applicable Order Form or SOW ("Fees"). Provider shall invoice Customer for the Fees in accordance with the invoicing schedule and requirements set forth in the applicable Order Form or SOW. Customer shall pay all undisputed invoices within 30 days after Customer's receipt of a proper invoice. Provider shall issue all invoices, and Customer shall make all payments, in US dollars.
2. Provider may increase Fees for the Subscription Services for any Renewal Service Term by providing written notice to Customer at least 60 calendar days prior to the commencement of such Renewal Service Term.
3. Payment Disputes. Customer may in good faith dispute part or the entirety of an invoice by:
   1. providing written notice to Provider of such dispute within ten (10) days of invoice receipt;
   2. providing a reasonably detailed description of the dispute, at least sufficient to allow Provider to analyze the dispute, as part of the written notice;
   3. paying all undisputed amounts when due; and
   4. paying all disputed amounts promptly after resolution of such dispute. The Parties will attempt in good faith to resolve any payment dispute arising out of this MSA through negotiations between senior management or higher personnel of each of the Parties with authority to settle the relevant dispute for a period not to exceed ten (10) business days. Thereafter, either Party may seek any available remedy under this MSA. Undisputed, overdue Fees shall be subject to interest at the rate of one percent (1%) per month.
4. Taxes. All Fees and other amounts payable by Customer under this MSA are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.

10. Confidential Information

1. Confidentiality. In connection with this MSA, each Party (as the "Disclosing Party") may disclose or make available Confidential Information to the other Party (as the "Receiving Party"). Subject to Section 10.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, designs, specifications, prototypes, Cloud Services, pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential". Without limiting the foregoing,
   1. all Customer Data (including all Personal Information), Customer Customizations, and Work Product are and will remain the Confidential Information of Customer; and
   2. the AI Feature, AI Technology, Subscription Services and Documentation for the Subscription Services are and will remain the Confidential Information of Provider; and
   3. the financial terms and existence of this MSA are the Confidential Information of both Parties.
2. Exclusions. Subject to Section 10.3, Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records:
   1. was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this MSA;
   2. was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this MSA;
   3. was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or
   4. the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
3. Confidentiality and Use. The Receiving Party shall for the Term and one (1) calendar year thereafter :
   1. Not access or use, or permit the access or use of, Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this MSA.
   2. Not use or permit the use of any of the Disclosing Party's Confidential Information, directly or indirectly, in any manner to the detriment of the Disclosing Party or to obtain any competitive advantage over the Disclosing Party.
   3. Except as may be permitted by and subject to its compliance with Section 16.5, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this MSA; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this section; and (iii) are bound by appropriate confidentiality and restricted use obligations.
   4. Safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care.
   5. Be responsible and liable for any of its Representatives' noncompliance with the terms of this Section 10.
   6. Notify the Disclosing Party in writing promptly of any unauthorized disclosure or use of the Disclosing Party's Confidential Information and cooperate with the Disclosing Party to protect the confidentiality and other rights therein.
4. Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information, then, to the extent permitted by applicable Law, the Receiving Party shall:
   1. promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy, or waive its rights under Section 10.4; and
   2. provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose and, upon the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
5. Return or Destruction of Customer's Confidential Information. Upon Customer's written request at any time and subject to any contrary obligations under applicable Law, Provider shall at Customer's direction promptly return or destroy and erase from all systems it directly or indirectly uses or controls:
   1. all originals and copies of all documents, materials, and other embodiments and expressions in any form or medium that contain, reflect, incorporate, or are based on Customer's Confidential Information, in whole or in part; or
   2. solely such specific Customer Data, databases, or other collections or articles of Customer's Confidential Information as Customer may request.

11. Intellectual Property Rights

1. Ownership of Customer Data. Customer may provide Customer Data to Provider in connection with this MSA. Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject only to the limited license granted in Section 17.2.
2. Limited License and Restrictions on Use of Customer Data.
   1. Subject to the terms and conditions of this MSA, Customer and each of its Affiliates licensed hereunder grants Provider a limited, royalty-free, fully-paid up, non-exclusive, transferable, and sublicensable license to Process the Customer Data in the United States strictly as instructed by Customer or an Authorized User and solely as necessary to provide the Services for Customer's and such Authorized User’s benefit as provided in this MSA for so long as Customer or any Authorized User uploads or stores such Customer Data for Processing by or on behalf of the Provider on the Provider Systems.
   2. For avoidance of doubt, Provider shall not use, or permit any Person to use, Customer Data or any other Confidential Information of Customer to train, retrain, tune, validate, modify, update, or otherwise improve the AI Features, any AI Technology, the Services, or any other product or service, or as prompts for any AI Technology, except that
      1. Provider may use AI Customer Input and AI Customer Output to train, retrain, tune, validate, modify, update, or otherwise improve the AI Features solely for the use and benefit of Customer and its Authorized Users as described in an SOW for Professional Services and
      2. Provider may use AI Customer Input and AI Customer Output that does not include any Personal Information[, as-is with no warranties whatsoever by Customer or Authorized Users, only in an aggregate and anonymized manner to train, retrain, tune, validate, modify, update, or otherwise improve the AI Features.
   3. Notwithstanding anything to the contrary in this MSA, Provider may monitor Customer's and Authorized User’s use of the Subscription Services and collect and use Usage Data in an aggregate and anonymized manner solely to compile statistical and performance information related to the provision and operation of the Subscription Services ("Aggregated Statistics"). For the avoidance of doubt, Aggregated Statistics shall be aggregated and anonymized and shall not identify Customer, its Confidential Information. Subject to the terms and conditions of this MSA, Customer hereby grants Provider a perpetual, irrevocable, royalty-free, fully-paid up, non-exclusive license to use Usage Data to compile Aggregated Statistics and to use Aggregated Statistics solely for its internal business purposes.
3. Customer Ownership of Work Product. Subject to Section 11.6, Customer is and will be the sole and exclusive owner of all right, title, and interest in and to all Work Product, including all Intellectual Property Rights therein. In furtherance of the foregoing:
   1. Provider shall create all Work Product as work made for hire as defined in Section 101 of the Copyright Act of 1976.
   2. To the extent any Work Product or Intellectual Property Right therein does not qualify as, or otherwise fails to be, work made for hire, Provider shall, and hereby does:
      1. assign, transfer, and otherwise convey to Customer all right, title, and interest in and to such Work Product, including all Intellectual Property Rights therein; and
      2. waive any and all claims Provider may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the Work Product.
4. Further Actions. Provider shall, and shall cause the Provider Personnel to, take all appropriate action and execute and deliver all documents necessary or reasonably requested by Customer to effectuate any of the provisions or purposes of Section 17.3.
5. Provider Materials, Third-Party Materials, and Open Source Components.
   1. Provider is and will remain the sole and exclusive owner of all right, title, and interest in and to the Provider Materials, including all Intellectual Property Rights therein, subject to Section 11.1 and the authorizations, licenses, and rights granted in this MSA.
   2. Ownership of all Approved Third-Party Materials, and all Intellectual Property Rights therein, is and will remain with the respective owners thereof.
6. Provider Materials and Approved Third-Party Materials License. In addition to the rights and licenses granted in Section 2.2, Provider grants to Customer such rights and licenses with respect to the Provider Materials and Third-Party Materials that will allow Customer to use and otherwise exploit the Work Product, Customer Customizations, and AI Customer Output.
7. No Implied Rights.
   1. Except for the limited license(s) expressly provided in Section 11.2, nothing contained in this MSA shall be construed as granting Provider or any third party any right, title, or interest in or to any Customer Data, whether by implication, estoppel, or otherwise.
   2. Except for the limited license(s) expressly provided in Section 2.2 and Section 11.7, nothing contained in this MSA shall be construed as granting Customer or any third party any right, title, or interest in or to any Provider Materials, whether by implication, estoppel, or otherwise.

12. Representations, Warranties, and Covenants

1. Mutual Representations, Warranties, and Covenants. Each Party represents, warrants, and covenants to the other Party that:
   1. It is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization.
   2. It has, and throughout the Term and each Service Term will retain, the full right, power, and authority to enter into this MSA and perform its obligations hereunder.
   3. The execution of this MSA by its representative whose signature is set forth on the applicable Order Form has been duly authorized.
   4. When executed and delivered by both Parties, this MSA will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
2. Additional Provider Representations, Warranties, and Covenants. Provider represents, warrants, and covenants to Customer that:
   1. Provider has the right, power, and authority to provide the Services and grant and perform all rights and licenses granted or required to be granted by it under this MSA.
   2. Provider is in compliance with, and shall maintain compliance with, all Laws applicable to Provider or its provision of the Services under this MSA.
   3. Without limiting Section 12.2(b), Provider has:
      1. obtained and will maintain all licenses, consents, and permissions, provided all notices and disclosures, and otherwise has all rights, in each case as required under applicable Laws, to collect and use all Training Data in the conduct of its business and as used in the Services, including to train AI Technology, and for Provider to grant the rights and licenses granted to Customer under this MSA;
      2. complied, and will remain in compliance, in all material respects with all Laws and other third-party contractual or other rights or requirements (including any use restrictions and other requirements of any license, consent, permission, or other contract and any website terms of use, terms of service, or other terms) applicable to: (x) collection and use of such Training Data; (y) the development, creation, training, fine-tuning, use, implementation, and provision of AI Technology; and (z) Customer's use of the AI Features and AI Technology as contemplated under this MSA.
   4. The Provider has implemented and maintains procedures to
      1. ensure that any AI Technology incorporated in or used in the development, operation, or improvement of any Services is reproducible in a manner consistent with applicable Standards and
      2. enable similar or equivalent AI Technology to be developed, retrained, or improved.
   5. The Provider has, in accordance with applicable Standards, implemented and is in material compliance with policies and procedures for the ethical, trustworthy, and responsible use, implementation, and provisioning of AI Technology. (collectively, "Provider AI Policies").
   6. The Subscription Services Documentation, Deliverables, and all other Services and materials provided by Provider under this MSA will not knowingly infringe, misappropriate, or otherwise violate any Intellectual Property Right of any third party.
   7. The Services, including the AI Features, and Deliverables will in all material respects conform to and perform in accordance with the Specifications and all requirements of this MSA, and any Order Form or SOW.
   8. Provider will perform the Services in a professional and workmanlike manner in accordance with commercially reasonable industry standards and practices for similar services, using Provider Personnel with the requisite skill, experience, and qualifications.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF. PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES MADE BY ANY RESELLER. NO INFORMATION OR STATEMENTS PROVIDED BY ANY RESELLER SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED IN THIS MSA.

13. Indemnification

1. General Indemnification by Provider. Provider will indemnify, defend and hold harmless Customer from and against any third-party claim resulting from any claim of violation or infringement of any patent, copyright or other intellectual property right of any third party in connection with the use of the Subscription Service. Notwithstanding the foregoing, Provider will have no obligation hereunder for any infringement or misappropriation claim to the extent such claim arises by reason of:
   1. Customer’s misuse, combination, modification or unauthorized use of the Subscription Services, in contravention of this MSA; or
   2. information, direction, specification or Materials provided by Customer to Provider. The Provider's breach of any representation, warranty, covenant, or obligation of Provider under this MSA (including any action or failure to act by any Provider Personnel that, if taken or not taken by Provider, would constitute such a breach by Provider).
2. Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Provider and its parents, subsidiaries, affiliates, successor and assigns and each of their respective directors, officers, employees, and agents and representatives (“Indemnitees”) from and against any and all third party claims, demands or actions (“Claims”) and all losses, damages, liabilities, costs and expenses, including without limitation, reasonable attorney’s fees and costs incurred by Indemnitees that arise out of or relate to such Claims (collectively, “Damages”) in connection with:
   1. any breach of Section 11; or
   2. Customer’s use of the Subscription Service or the Documentation in a manner not in accordance with this MSA. The foregoing shall apply regardless of whether such damage is caused by the conduct of Customer and/or its Users or by the conduct of a third-party using Customer’s access credentials.
3. Indemnification Procedure. The Indemnitee shall promptly notify the Indemnifying Party in writing of any Action for which it seeks indemnification pursuant to this Section 13 and cooperate with the Indemnifying Party at the Indemnifying Party's sole cost and expense. The Indemnifying Party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to the other party to handle and defend the same, at the Indemnifying Party's sole cost and expense. The Indemnifying Party shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the other Party's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Any Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choice. If the Indemnifying Party fails to promptly and diligently defend the Action, the Indemnitee may, at the Indemnifying Party's expense, retain counsel and defend such Action.

14. Limitations on Liability

1. EXCLUSION OF DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 14 OR PROHIBITED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
2. CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 14 OR PROHIBITED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
3. NO LIABILITY FOR RESELLER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER SHALL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM
   1. ANY ACTS OR OMISSIONS OF ANY RESELLER; OR
   2. ANY REPRESENTATIONS, STATEMENTS, OR WARRANTIES NOT EXPRESSLY SET FORTH IN THIS MSA OR THE DOCUMENTATION, INCLUDING ANY REPRESENTATIONS, STATEMENTS, OR WARRANTIES MADE BY A RESELLER. CUSTOMER HEREBY IRREVOCABLY RELEASES, WAIVES, AND DISCHARGES ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, OR CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, IN LAW OR IN EQUITY, AGAINST PROVIDER ARISING FROM OR RELATED TO (A) ANY ACTS OR OMISSIONS OF ANY RESELLER; OR (B) ANY REPRESENTATIONS, STATEMENTS, OR WARRANTIES NOT EXPRESSLY SET FORTH IN THIS MSA OR THE DOCUMENTATION, INCLUDING ANY REPRESENTATIONS, STATEMENTS, OR WARRANTIES MADE BY A RESELLER.

15. Term and Termination

1. MSA Term. Subject to earlier termination in accordance with this MSA, the term of this MSA shall commence on the Effective Date and continue as long as there is an Order Form or SOW in effect (“Term”).
2. Service Term. The term of the Services under an Order Form or SOW shall be set out in the applicable Order Form or SOW (the “Initial Term”) and will remain in effect until it expires or is terminated in accordance with this MSA or the Order Form or SOW. In event this MSA is terminated, the terms of section 15.4 shall apply. Upon expiration of the Initial Term, unless otherwise set forth in the Order Form, the Services shall automatically renew for a successive one (1) year periods (each a “Renewal Term”) unless either Party gives notice of non-renewal at least thirty (30) days before the expiration of the Initial Term or then-current Renewal Term. Provider reserves the right to increase the Services Fees for each Renewal Term.
3. Termination for Cause. In addition to any other termination right set forth in this MSA:
   1. Either Party may terminate this MSA, any Order Form, and/or any SOW, effective on written notice to the other Party, if the other Party material breaches this MSA, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach.
   2. Either Party may terminate this MSA, any Order Form, and/or any SOW effective immediately upon written notice to the other Party, if the other Party:
      1. becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
      2. files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
      3. makes or seeks to make a general assignment for the benefit of its creditors; or
      4. applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
4. Effect of Termination or Expiration. The expiration or termination of this MSA will not terminate any Order Form or SOW that is then in effect and not otherwise expressly terminated, and the terms and conditions of this MSA will continue in effect with respect to any such Order Form or SOW until its expiration or termination as set forth herein shall automatically terminate all Order Forms and SOWs entered into under this MSA. Unless otherwise expressly provided in this MSA or the applicable Order Form or SOW:
   1. Upon and after the termination or expiration of this MSA or one or more Order Forms or SOWs for any reason:
      1. subject to the continuing rights, licenses, and obligations of either Party under this MSA, including this Section 16.4, or any Order Form or SOW, all authorizations and licenses granted hereunder will immediately terminate and the respective parties shall cease all activities; and
      2. At Customer's option and upon its written request, Provider shall: (A) continue to retain the Customer Data, or solely such specific databases or other collections or articles of Customer Data as Customer may request, as though this MSA and all Order Forms were still in force, for a period to be agreed to by the Parties in writing, provided that Customer pays in full all properly invoiced, undisputed Fees due Provider as of the effective date of such expiration or termination and pays monthly data storage fees to Provider for its retention of such Customer Data pursuant to Provider's standard rates for such data storage in effect at the time, or if such standard rates are not in effect, such reasonable prevailing industry rates as may be agreed to by the Parties in writing; and (B) at Customer's reasonable expense, immediately upon the conclusion of such Customer Data retention period, return such Customer Data to the information technology infrastructure, including the computers, software, databases, electronic systems (including database management systems), and networks, of Customer or any of its designees (collectively, "Customer Systems"); and
      3. Provider shall deliver to Customer all Work Product generated by Provider under a terminated or expired SOW (whether complete or incomplete). Incomplete Work Product is provided without warranty.
   2. Without limiting the generality of Section 15.4(a), upon the termination or expiration of this MSA and all Order Forms and SOWs hereunder, the Receiving Party shall, at the Disclosing Party's option and upon its written request: (i) promptly return or destroy documents, materials, and other embodiments and expressions in any form or medium that contain, reflect, incorporate, or are based on the Disclosing Party's Confidential Information; and (ii) if requested, provide a written statement to the Disclosing Party certifying that it has complied with the requirements of this Section 21.4(b).
   3. Notwithstanding any provisions of this MSA or any Order Form or SOW to the contrary:
      1. the Receiving Party shall not be required to, or, in the case of Provider, to cause its Subcontractors hereunder to, return, destroy, or erase any Disclosing Party Confidential Information to the extent that any applicable Law prevents it from doing so.

16. Survival

Any right or obligation of the Parties in this MSA that, by its nature, should survive termination or expiration of this MSA will survive any expiration or termination of this MSA, including provisions related to intellectual property rights, confidentiality, privacy, indemnification, representations and warranties, limitations of liability, notices, and effects of termination.

17. Miscellaneous

1. Further Assurances. On a Party's reasonable request, the other Party shall, at the requesting Party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this MSA.
2. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this MSA shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
3. Public Announcements. Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this MSA or, unless expressly permitted under this MSA, otherwise use the other Party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation, or sponsorship, in each case, without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, Provider may use Customer’s name and/or logo on its website or on other marketing collateral where Provider usually lists its customers.
4. Notices. Any notice, request, consent, claim, demand, waiver, or other communications under this MSA shall be in writing and addressed to a Party as follows (or to such other address or such other person that such Party may designate from time to time in accordance with this Section 17.4):
   • If to Provider:
   • Email: Finance@ikigailabs.io
     Attention: Florence Fung, VP Finance
   • If to Customer:
   • As set forth in the Order Form
   Notices sent in accordance with this Section 23.4 will be deemed effectively given:
   1. when delivered by hand (providing proof of delivery);
   2. when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or
   3. on the date sent by email if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient.
5. Interpretation. For purposes of this MSA:
   1. the words "include," "includes," and "including" are deemed to be followed by the words "without limitation";
   2. the word "or" is not exclusive;
   3. the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this MSA as a whole;
   4. words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and
   5. words denoting any gender include all genders. Unless the context otherwise requires, references in this MSA:
      1. to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this MSA;
      2. to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and
      3. to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend this MSA to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this MSA.
6. Headings. The headings in this MSA are for reference only and do not affect the interpretation of this MSA.
7. Entire Agreement. This MSA is incorporated by reference into each Order Form that references it and, together with all applicable Order Forms, Statements of Work, and Exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof. This MSA and the related Order Forms supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.. In the event of any inconsistency between the statements made in the body of this MSA, the related exhibits, schedules, attachments, and appendices, other than an exception expressly set forth as such therein, the following order of precedence governs:
   1. first, this MSA, excluding its exhibits, schedules, attachments, appendices, SOWs, and Order Forms;
   2. second, the exhibits, schedules, attachments, and appendices to this MSA as of the Effective Date;
   3. third, any other documents incorporated herein by reference; and
   4. fourth, the applicable Order Form or SOW unless the Parties expressly indicate in the Order Form or SOW an intent to deviate from the terms of the MSA.
8. Assignment.
   1. Neither Party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this MSA, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other Party's prior written consent, which consent shall not unreasonably be withheld, conditioned, or delayed, provided that Provider shall have the right, without Customer’s consent, to assign or otherwise transfer this MSA in whole or in part:
      1. to any of its Affiliates; or
      2. in connection with any merger, consolidation, or reorganization involving Customer (, or a sale of all or substantially all of Provider’s business or assets relating to this MSA to an unaffiliated third party.
   2. Any purported assignment, delegation, or transfer in violation of this Section 17.8 is void. This MSA is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
9. Force Majeure.
   1. No Breach or Default. Neither Party shall be considered in default because of any failure in performance of this MSA, if said failure arises out of causes beyond said Party's reasonable control and without its fault or negligence. Such causes may include, but are not limited to, acts of Third Party Platform Providers, God or a public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, degradation of telephone or other communication services, change in law or regulation and compliance therewith, or unusually severe weather conditions.
   2. Cure Period. The Party affected by a Force Majeure Event shall diligently attempt to remove such cause or causes and shall promptly notify the other Party of the existence of such Force Majeure Event and its probable duration. If and to the extent a Party is delayed in completing its obligations hereunder by a Force Majeure Event, then the time period for performance shall be extended for the period of time equal to the period of time during which such Party was delayed due to the Force Majeure Event without any additional costs or obligations to the unaffected Party.
10. No Third-Party Beneficiaries. This MSA is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this MSA.
11. Amendment and Modification; Waiver. Provider may amend, modify, or update this MSA from time to time. Any such amendment, modification, or update will be effective upon posting of the revised MSA at the URL referenced in the Order Form or upon Provider’s notice to Customer, whichever occurs first. Provider will provide reasonable notice of any material changes. If Customer does not agree to the revised MSA, Customer may terminate the affected Order Form or stop using the Services before the effective date of the changes. Customer’s continued use of the Services or execution of any new Order Form after such posting or effective date will constitute Customer’s acceptance of the revised MSA. No other amendment, modification, rescission, termination, or discharge of this MSA will be effective unless made in writing and expressly identified as such by Provider. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this MSA, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this MSA will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
12. Severability. If any term or provision of this MSA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this MSA or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this MSA so as to effect the original intent of the Parties as closely as possible.
13. Arbitration. This MSA will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Delaware, U.S.A., excluding its conflict of laws provision and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any controversy or claim arising out of or relating to this MSA, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, nothing in this MSA shall bar either Party from obtaining injunctive relief through the Superior Court or Federal Courts of the same jurisdiction. In the event of any dispute between the Parties, a representative from each Party shall first meet and attempt to resolve the dispute within a period of thirty days from the date of referral of the dispute to them. The Parties shall not be liable for any failure to perform due to causes beyond its reasonable control.
14. Cumulative Remedies. Except as otherwise expressly set forth in this MSA, all rights and remedies provided in this MSA are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at Law, in equity, by statute, in any other agreement between the Parties, or otherwise.

18. Definitions

"Access Credentials" means any username, identification number, password, license or security key (including any API key), security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Subscription Services and APIs.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

"Aggregated Statistics" has the meaning set forth in Section 11.2(d).

"AI Customer Input" means information, data, materials, text, prompts, images, or other content that is

1. input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer or any Authorized User for Processing by or through an AI Feature, or
2. collected, downloaded, or otherwise received by an AI Feature for or on behalf of Customer or any Authorized User, including in the case of (a) and (b) for purposes of fine-tuning, grounding, or otherwise modifying, refining, adapting, or customizing an AI Feature by, for, or on behalf of Customer.

"AI Customer Output" means information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to AI Customer Input or from use of an AI Feature by or on behalf of Customer or its Authorized Users.

"AI Feature" means any feature, functionality, or component of the Subscription Services that incorporates, uses, depends on, or employs any AI Technology.

"AI Technology" means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.

"API" means any application programming interface set forth in an Order Form, made available by Provider in connection with the Subscription Services, or otherwise necessary to use, integrate, or interoperate with the Subscription Services.

"Authorized User" means all Persons authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement, limited by the Project allotment outlined in the Order Form and SOW, each of which shall be identified by Customer's written notice to Provider as set forth in the applicable Order Form as the same may be amended by Customer from time to time.

"Business Day" means a day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by applicable Law to be closed for business.

"Customer" has the meaning set forth in the preamble.

"Confidential Information" has the meaning set forth in Section 11.1.

"Customer Customizations" means any and all modifications, enhancements, refinements, adaptations, customizations, and derivative works of the APIs and AI Features, including, with respect to AI Features, through fine-tuning, grounding, or similar methods, created or developed by Customer or its Authorized Users as permitted under this Agreement.

"Customer Data" means any and all information, data, materials, works, expressions, or other content that is

1. uploaded, input, or entered into the Subscription Services by or on behalf of Customer or any Authorized User, including for Processing,
2. provided, transferred, or made available to Provider or its Subcontractors or representatives by or on behalf of Customer or any Authorized User, including for Processing by or through the Subscription Services or for developing or creating Deliverables, or
3. collected, downloaded, or otherwise received by Provider or the Subscription Services for or on behalf of Customer or any Authorized User. Except for Aggregated Statistics, all output, copies, reproductions, improvements, reports, modifications, adaptations, translations, and other derivative works of, based on, derived from, or otherwise using any Customer Data are Customer Data. For the avoidance of doubt, Customer Data includes all AI Customer Inputs, AI Customer Outputs, Usage Data, Aggregated Statistics, and Personal Information.

"Customer Indemnitee" has the meaning set forth in Section 13.1.

"Customer Systems" has the meaning set forth in Section 15.4(a)(ii).

"Deliverables" means all

1. code and algorithms,
2. fine-tuned, grounded, or otherwise modified, refined, adapted, or customized AI Technology, and
3. other documents, work product, customizations to the Subscription Services, and other materials that Provider is required to, or otherwise does, provide or make available to Customer [or its designee] in connection with any Professional Services, including any and all items specifically identified as Deliverables in any SOW.

"Delivery Date" means the date on which the Provider is to provide Customer and its Authorized Users access to the Subscription Services as specified in an Order Form or complete the Services and provide or make available the Deliverables to Customer as specified in an SOW, as applicable.

"Disclosing Party" has the meaning set forth in Section 11.1.

"Documentation" means all user manuals, instructions, guides, model cards, and other specifications and technical materials, in any form or media, relating to the Subscription Services and provided or made available by Provider as of the effective date of the applicable Order Form and any updates thereto, provided that such updates do not materially diminish or degrade the description, features, or functions of the Subscription Services.

"Effective Date" has the meaning set forth in the preamble.

"Flow(s)” means data automations that ingest data, transform data, and then output data to support the AI Feature and AI Customer Output. Flow(s) is further defined in the Order Form and SOW.

"Fees" has the meaning set forth in Section 9.1.

"Force Majeure Event" has the meaning set forth in Section 17.9.

"Governmental Authority" means any federal, state, local, municipal, or foreign government or political subdivision thereof, or any agency, department, commission, bureau, or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent the rules, regulations, or orders of such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.

"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, trojan horse, backdoor, worm, malware, or other malicious computer code, the purpose or effect of which is to

1. permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, data, database, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or
2. prevent Customer or any Authorized User from accessing or using the Services, AI Output, Deliverables, or Provider Systems as intended by this Agreement.

"Highly Sensitive Personal Information" means an

1. individual's government-issued identification number (including Social Security number, driver's license number, state-issued identification number, or passport number);
2. financial account number, credit card number, debit card number, or credit report information, with or without any required security code, access code, personal identification number, password, or credentials that would permit access to an individual’s financial account;
3. biometric, genetic, health, medical, or medical insurance data;
4. geolocation data;
5. crime victim status; or
6. information regarding their racial or ethnic origin, religious or philosophical beliefs, sex life or sexual orientation, union membership, or citizenship or immigration status.

"Implementation Services" means implementation, data migration, configuration, and other set-up services for the Subscription Services that do not involve the creation or development of Work Product.

"Indemnifying Party" means the Party providing indemnification pursuant to Section 13.

"Indemnitee" means the Party seeking indemnification pursuant to Section 13.

"Initial Term" has the meaning set forth in Section 15.2.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, agency guidance, or other requirement or rule of law of any Governmental Authority.

"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

"Maintenance and Support" has the meaning set forth in this Agreement, Order Form or SOW.

"Open Source Components" means any software component that is subject to any open source copyright license agreement, including software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative.

"Open Source License" has the meaning set forth in Section 5.

"Order Form" means an ordering document signed by Provider and Customer that specifically references this Agreement and describes the software-as-a-service offering Customer is subscribing to.

"Party" has the meaning set forth in the preamble.

"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

"Permitted Uses" means any use of the Services by Customer or any Authorized User for the benefit of Customerin or for Customer's internal business operations or by Customer’s Authorized Users.

"Personal Information" means information provided to Provider by or at the direction of Customer, information which is created or obtained by Provider on behalf of Customer, or information to which access was provided to Provider by or at the direction of Customer, in the course of Provider's performance under this Agreement that:

1. identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or
2. can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, an individual's internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual's commercial, employment, or education history, and other personal characteristics and identifiers), in case of both subclauses (a) and (b), including, without limitation, all Highly Sensitive Personal Information. Customer's business contact information is not by itself deemed to be Personal Information.

"Process" means to take any action or perform any operation or set of operations on any data, information, material, work, expression, or other content, including to

1. collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works,
2. process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or
3. block, erase, or destroy. "Processing" and "Processed" have correlative meanings.

"Professional Services" means customization and development, including, with respect to AI Features, through fine-tuning, grounding, or similar methods, consulting, and other services related to the Subscription Services and described in an SOW. Professional Services do not include Implementation Services, or Maintenance and Support, or User Education and Training.

“Project” means any services provided by Customer to a singular and distinct customer or client and which has Flows at least two (2) months during the Term.

"Provider" has the meaning set forth in the preamble.

"Provider AI Policies" has the meaning set forth in Section 12.2(f).

"Provider Indemnitee" has the meaning set forth in Section 13.2.

"Provider Materials" means the Subscription Services, Provider Systems, and Documentation for the Subscription Services, and, to the extent developed or acquired by Provider prior to the Effective Date or independently of the performance of any Professional Services hereunder, any and all other information, data, documents, devices, documents, data, know-how, methods, processes, hardware, software, and other technologies and inventions, including any technical or functional descriptions, requirements, plans, or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include Aggregated Statistics but do not include Customer Data, Customer Customizations, or Work Product.

"Provider Personnel" means all employees and agents of Provider, and all Subcontractors and all employees and agents of any Subcontractor, involved in the performance of Services.

"Provider Systems" means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, models, AI Technology, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third-party services.

"Receiving Party" has the meaning set forth in Section 10.1.

"Renewal Term" has the meaning set forth in Section 15.2.

"Representatives" means, with respect to a Party, that Party's [and its Affiliates'] employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.

"Security Breach" means

1. any event that materially compromises the security, confidentiality, availability, integrity, or accessibility of Customer's Confidential Information, including any Customer Data and Personal Information or the physical, technical, administrative, or organizational safeguards that relate to the protection of the security, confidentiality, availability, integrity, or accessibility of Customer's Confidential Information, including any Customer Data and Personal Information, or
2. receipt of a complaint in relation to the privacy and data security practices of Provider or a breach or alleged breach of this Agreement relating to such privacy and data security practices]. Without limiting the foregoing, a material compromise shall include any unauthorized access to or disclosure, loss, alteration, access to, or acquisition of Customer's Confidential Information, including any Customer Data and Personal Information.

"Service Error" means any failure to meet the Availability Requirement or failure of any Subscription Services to otherwise perform in accordance with this Agreement and the Specifications.

"Services" means the Subscription Services, APIs, Implementation Services, Maintenance and Support, and Professional Services, as outlined in the Order Form or SOW.

"Service Term" has the meaning set forth in Section 15.2.

"Specifications" means the specifications for the Services or Deliverables set forth in the applicable Order Form or SOW and, with respect to the Subscription Services and to the extent consistent with and not limiting of the foregoing, the Documentation.

"Standards" means industry standards and standards implemented, promulgated, published, adopted, or recommended by any Governmental Authority, standards organization, or recognized industry group, whether binding or non-binding, relating or applicable to AI Technology.

"SOW" means any statement of work signed by Provider and Customer that specifically references this Agreement and sets forth the Professional Services and Deliverables to be provided by Provider.

"Subcontractor" has the meaning set forth in Section 6.

"Subscription Services" means the software-as-a-service offering(s) described in an Order Form, including any AI Features.

"Term" has the meaning set forth in Section 15.1.

"Third-Party Materials" means any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, algorithms, AI Technology, content, and technology, in any form or media, in which any Person other than Customer or Provider owns any Intellectual Property Right, but specifically excluding Open Source Components.

"Training Data" means any and all information, data, materials, text, prompts, images, and other content that is used to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of, the Services, except for Customer Data.

"Usage Data" means any and all information reflecting the access or use of the Subscription Services by or on behalf of Customer or any Authorized User, including any end user profile-, visit-, session-, impression-, click through-, or click stream-data, and any statistical or other analysis, information, or data based on or derived from any of the foregoing/technical information and metrics about Customer's and its Authorized Users' access to or use of the Subscription Services, such as end user profile-, visit-, session-, impression-, click through-, or click stream-data.

"Work Product" means all Deliverables and other documents, work product, and materials related thereto, together with all ideas, concepts, processes, and methodologies developed in connection therewith, whether or not embodied therein.