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1. DEFINITIONS 

 

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. 

“Documentation" means any documentation for the Services that Company makes available to Subscriber from time to time. 

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. 

“Network Functionality” means the Company network infrastructure and features operating on the Company Platform (or Services) for providing governance, risk, compliance, monitoring and cybersecurity services while using artificial intelligence natural language processing (including LLM) models.  

"Order Form" means the documents for placing orders hereunder, including addenda thereto, that are entered into between Company and Subscriber from time to time, and which are incorporated herein, the base form of which is attached hereto as Exhibit A. 

“Professional Services” means services other than subscription services specified on an Order Form. 

"Services" means the products and subscription services ordered by Subscriber and made available by Company online through the Company Platform via the subscriber login link at [http://www.aicrisk.com]  and/or other web pages designated by Company, including associated offline components, as described in the Documentation. "Services" exclude Third-Party Applications and other materials not provided on the Company Platform. 

“Shared Data” means de-identified demographics, clinical, molecular, treatment, and outcomes data provided by Subscriber generated from Subscriber Data.  

“SLA” means the Support and Service Level Agreement attached hereto as Exhibit C. 

"Subscriber Data" means all electronic data or information submitted by Subscriber or its Users in the course of using the Services, whether owned by Subscriber or licensed by Subscriber from a third party, all of which are considered Subscriber’s Confidential Information.   

“Company Platform” means the cloud-based platform that Subscriber accesses as part of the Services, including, without limitation, the applications and other modules supplied by Company, all portions of the Network Functionality, any application programming interfaces, integrations between Subscriber and the Company platform, custom code created by Company that implements workflows and integration code, and other software that Company provides to Subscriber to assist in accessing and using the Services, any databases, workflows, queries, templates and forms incorporated in the Company Platform or Network Functionality and applications as provided or as modified by Company, and all intellectual property therein, as well as updates, upgrades, enhancements and new functionality subsequently incorporated into any of the foregoing. The Company Platform shall not include any Subscriber Data as supplied by Subscriber or as modified by the Services. 

“Term” means the length of the Subscription term as set forth in the relevant Order Form or elsewhere. 

"Third-Party Applications" means online applications and offline software products that are provided by entities or individuals other than Company and are clearly identified as such, including without limitation, all natural language processing models and large language models, and that interoperate with the Services and the Company Platform. 

"Third-Party Content" means content that Company provides to Subscriber through the Company Platform that is subject to the terms and conditions of a separate license agreement between Company and the licensor. 

"User Type" means a classification of Users on an Order Form that has access to the Services and Company Platform in accordance with the terms specified for that User Type by Company or on the Order Form, including, without limitation, the maximum number of Users, how Users may be designated and re-assigned, which category of Services will be available to those Users and how those Services might be limited, and is charged the fees appropriate to that User Type. 

"Users" means individuals who are authorized by Subscriber to use the Services, who are designated by Subscriber as part of a User Type, who have been supplied user identifications and passwords by Subscriber (or by Company at Subscriber’s request). Users may include but are not limited to Subscriber’s employees, consultants, contractors and agents, or third parties with which Subscriber transacts business, as indicated on the Order Form or elsewhere. 

 

1. LICENSES AND SUBSCRIPTION 

 

1. Provision of Services. Subject to the terms and conditions of this Agreement, Company grants Subscriber and its Users the right to access and use the Services and the Company Platform(s) in accordance with the Documentation for those Services and the terms appropriate to the User Types that are applied to those Users and any other restrictions in the relevant Order Forms or elsewhere during the Term. 

 

1. Subscriptions. If Users are not assigned to a particular User Type, Services for those Users are purchased as subscriptions. By default, subscriptions may be added during the Term, prorated for the portion of that Term remaining at the time each subscription is added so that all subscriptions will terminate on the same date. Where subscriptions are purchased as part of a User Type, Subscriber may have no more than the number of Users specified for that User Type. A particular User Type may be upgraded during the Term to a User Type of equal or higher classification, but not downgraded. All Users in a User Type shall have subscriptions that terminate at the end of the Term for that User Type, and any added Users will be prorated so that their subscriptions end on the same date. 

 

1. Usage Limits. Services and User Types may be subject to usage limits, including, for example, the quantities specified in the Order Forms or elsewhere, limits on disk storage space, or on the number of calls Users are permitted to make against the Services application programming interface. Any such limitations are specified in the applicable Order Form or elsewhere or the applicable User Type and Subscriber will pay any fees associated with exceeding these limitations. The Services may provide real-time information to enable Subscriber to monitor compliance with such limitations. 

 

1. Support. Company shall provide basic support for the Services as set forth in the SLA at no additional charge. Company may make available upgraded or premium support services for an additional fee, which shall be governed by a separate support agreement. The Services will perform in accordance with the service levels shown in the SLA subject to the remedies therein. Support is provided in English only. 

 

1. Treatment of Subscriber Data. Company shall provide the Services in compliance with all applicable laws and regulations, including maintaining appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Subscriber Data.  This shall include, where applicable, compliance with privacy laws.  Note that if the subscriber chooses to use a third-party AI model provider on our SaaS platform, the subscriber will also need to enter into their own confidentiality and privacy agreements with that third party and those are not the responsibility of the Company. 

 

1. Professional Services. If Professional Services are specified on an Order Form then Company shall use diligent efforts to complete such Professional Services in accordance with any specifications agreed upon by both parties or (in the case of activation, implementation or other standardized services) the specifications Company provides to Subscriber. Subscriber acknowledges that Company does not commit to a particular schedule for completion of Professional Services as they rely on input and assistance from Subscriber and other factors not in Company’s control. Subscriber further acknowledges that the fees for Services are due pursuant to the Order Form whether or not Professional Services are completed. 

 

1. Licenses and Network Functionality.  

1. De-identification. Subscriber hereby grants Company a license to access all Subscriber Data, but only to generate Shared Data for purposes of improvements to the Network Functionality. 

1. License to De-Identified Data. Subscriber hereby grants Company a non-exclusive, perpetual, irrevocable, non-sublicensable, royalty-free, fully paid up right and license to reproduce, distribute, display, create derivative works of, and otherwise use in any manner Shared Data, but for data analysis and to make improvements to the Network Functionality. Shared Data shall at all times remain the owned property of the Subscriber, provided, however, the foregoing license shall survive any termination or expiration of this Agreement, and Company is not obligated to return, destroy or delete from its systems any Shared Data. 

 

1. SUBSCRIBER RESPONSIBILITIES 

 

1. Scope of Use of Services. Subscriber may only use the Services and the Company Platform for its, its Affiliates’, and its Users’ benefit. Subscriber shall ensure that each of the Users that it grants access to the Services are subject to the terms of the User Access Addendum attached hereto as Exhibit B and made a part hereof, either because they are in a customer or service relationship with Subscriber and required access to the Services as part of their use of the Subscriber’s services and have entered into an agreement directly with Subscriber containing terms at least as restrictive as those in the User Access Addendum, or are presented with a copy of the User Access Addendum (or a similar document containing terms at least as restrictive) when they log on to the Services. Subscriber and its Users may not access the Services for the purpose of creating a competitive service, or other competitive activity. Subscriber (and its Users) may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking purposes. Subscriber remains liable for User’s access to the Services and use of Subscriber Data notwithstanding receipt of the User Access Addendum or its equivalent. 

 

1. Restrictions. Subscriber shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Subscriber Data and of the means by which Subscriber or Users acquired Subscriber Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Company promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the Documentation and applicable laws and government regulations. Subscriber shall not (a) make the Services available to anyone other than as permitted in an Order Form or elsewhere, the Documentation and this Agreement, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) remove, obscure or obfuscate any of the copyright, trademark notices, logos, or brand identifiers posted on or with the Services or any reports generated by the Services, (g) attempt to gain unauthorized access to the Services or their related systems or networks, (h) reverse engineer, decompile, or otherwise attempt to gain access to the source code for the Company Platform, or create derivative works based on the Services or Company Platform, (i) copy, frame or mirror any feature, function, part, graphic or content of the Services, or (j) access the Services in order to build a competitive product or service. Subscriber is responsible for compliance of Subscriber Data with applicable laws and regulations, including, without limitation, privacy laws.  

 

1. THIRD-PARTY PROVIDERS 

 

1. Acquisition of Third-Party Products and Services. Company or third parties may from time to time make available to Subscriber, and Subscriber may from time to time use, third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services. Company may provide application programming interfaces to enable data exchange between Services and Third-Party Applications. Company does not warrant or support third-party products or services, whether or not they are designated by Company as “certified” or otherwise and assumes no responsibility or liability in connection therewith. The acquisition and use by Subscriber of such third-party products or services, including any Third-Party Applications, any exchange of data between Subscriber and any third-party provider, and any warranties, remedies and other terms (including, without limitation, compliance with applicable law and privacy and confidentiality terms) is governed solely by any agreement made directly between Subscriber and the applicable third-party provider. No purchase of third-party products or services is required to use the Services. 

 

1. Third-Party Applications and Subscriber Data. If Subscriber installs or enables Third-Party Applications for use with Services, such installation acts as Subscriber’s consent to Company allowing providers of those Third-Party Applications to access Subscriber Data as required for the interoperation of such Third-Party Applications with the Services. Company shall not be responsible for any disclosure, modification or deletion of Subscriber Data resulting from any such access by Third-Party Application providers. The Services shall allow Subscriber to restrict such access by restricting Users from installing or enabling such Third-Party Applications for use with the Services. 

 

1. Third-Party Content. Company hereby grants Subscriber a limited, non-exclusive, non-transferable, royalty-free right and license to access and use Third Party Content solely as part of Subscriber’s access and use of the Company Platform and the Services under this Agreement. Company does not warrant or support Third-Party Content, or its accuracy or suitability and assumes no responsibility or liability in connection therewith. Subscriber acknowledges that Company may remove or change Third-Party Content at any time. Subscriber shall not copy or distribute Third-Party Content except as permitted by the Company Platform or Services. Third-Party Content is not required to use the Services. 

 

1. FEES AND PAYMENT FOR SERVICES 

 

1. Fees. Subscriber shall pay all fees specified in all Order Forms or elsewhere. Except as otherwise specified herein or in an Order Form or elsewhere, fees are quoted and payable in United States dollars and are non-cancelable and non-refundable. Subscription fees are based on monthly or yearly periods that begin on the subscription start date and each monthly or yearly anniversary thereof (as set forth in the Order Form); fees for User Types upgraded in the middle of a monthly or yearly period will be charged for prorated period remaining in the Term. If an Order Form contains a minimum commitment as to number of subscriptions or otherwise, that minimum shall apply whether or not Subscriber uses the minimum contracted Services. 

 

1. Invoicing and Payment. Up-front, activation or other one-time fees will be invoiced and due upon execution of the Order Form or elsewhere. Fees for Professional Services shall be invoiced as set forth on the relevant Order Form. Recurring fees shall be made in advance in accordance with the billing frequency stated in the applicable Order Form, or quarterly if none is stated. Invoices will provide check or bank wire transfer instructions. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date.  Subscriber is responsible for providing complete and accurate billing and contact information and notifying Company of any changes to such information. Overdue or rejected payments may accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Company reserves the right to suspend the Services or accelerate all amounts due if any amount owed is thirty (30) or more days overdue. Company will give Subscriber seven (7) days’ prior notice before suspending Services. 

 

1. Taxes. Unless otherwise stated, fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction, but not taxed based on income (collectively, "Taxes"). Subscriber shall pay all Taxes associated with purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Subscriber, unless a valid tax exemption certificate authorized by the appropriate taxing authority is provided. 

 

1. Future Functionality. Subscriber agrees that the initial subscription may be for the beta version of the Network Platform and that subscription purchases specified in an Order Form are not contingent on the delivery of any future functionality or feature, or dependent on any oral or written public comment made by Company regarding future functionality, features or roadmap items. 

 

1. PROPRIETARY RIGHTS 

 

1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Company reserves all rights, title and interest in and to the Services and the Company Platform, including all related intellectual property rights. No rights are granted hereunder other than as expressly set forth herein.  

 

1. Subscriber Applications and Code. If Subscriber or a User creates applications or program code using the Services, Company acquires no right, title or interest therein. Subscriber hereby grants Company a non-exclusive, royalty-free license to host, copy, transmit, display and adapt such applications and program code, solely as necessary to provide the Services in accordance with this Agreement, which license shall terminate upon termination of this Agreement. 

 

1. Ownership of Subscriber Data. Subject to the limited rights granted to Company hereunder, Subscriber retains all right, title or interest in Subscriber Data. Company shall not access, modify or disclose Subscriber Data except as needed to provide the Services. Subscriber Data shall otherwise be treated as Confidential Information of Subscriber. 

 

1. Customizations and Suggestions. Subscriber hereby grants Company a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancements, enhancement requests, recommendations or other feedback relating to the functionality and operation of the Services, as well as custom code created by Company based on those suggestions or requests, provided by Subscriber or its Users, but in any case does not include any of Subscriber’s Data or how Subscriber uses the Services. This includes, but is not limited to, ontologies, controlled vocabularies, object models, business processes, User Interfaces and templates. 

 

1. Federal Government End Use Provisions. Company provides the Services and Company Platform for ultimate federal government end use solely in accordance with 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 commercial 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). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Company to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. 

 

1. CONFIDENTIALITY; NON-SOLICITATION 

 

1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, 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. Confidential Information of Subscriber shall include Subscriber Data, other than de-identified Subscriber Data. Confidential Information of Company shall include the Services, Company Platform, Documentation and this Agreement and all Order Forms Confidential Information (other than Subscriber Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. 

 

1. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. 

 

1. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law or regulatory process to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.  

 

1. Non-Solicitation.  Subscriber agrees that, during the term of this Agreement and for a period of one (1) year thereafter, it shall not either directly or indirectly, without the prior written consent of Company, solicit, induce, recruit or encourage any of Company’s employees or independent contractors to terminate their employment or engagement with Company, or take away such employees or independent contractors, or take any other action which is intended to so solicit, induce, recruit, encourage or take away employees or independent contractors of Company, either for itself or for any other business or Person.  Subscriber agrees that if it violates this provision, Subscriber shall pay to Company three times (3x) the total compensation package of such employee or independent contractor. 

 

 

1. WARRANTIES AND DISCLAIMERS 

 

1. Warranties. Each party represents and warrants that (i) it has the legal power to enter into this Agreement, (ii) it will not transmit to the other party any Malicious Code in the course of its activities hereunder, and (iii) all data, code, content and other materials provided hereunder (including, without limitation, Subscriber Data the Services, Company Platform and Documentation, and Confidential Information) shall not infringe, defame, misappropriate or violate any intellectual property, privacy or other proprietary rights of a third party under applicable law; the exclusive remedy for breach of this warranty shall be indemnification as set forth below. Company warrants that (i) the Services shall perform materially in accordance with the Documentation, and (ii) the functionality of the Services will not be materially decreased during a subscription term (provided, however, for the beta version of the Network Platform, certain functionality may be changed over the course of the Term); Subscriber’s exclusive remedy for breach of these warranties shall be termination of this Agreement for cause and/or refund of fees, as set forth below.  

 

1. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY PROVIDES THE SERVICES “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EACH PARTY HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, OR COMPLIANCE WITH PRIVACY OR OTHER LAWS PROTECTING PERSONALLY IDENTIFIABLE INFORMATION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. As SUBSCRIBER AND USERS input all SUBSCRIBER Data, COMPANY is not liable or responsible for any results generated through the use of the Software or System.   

 

1. MUTUAL INDEMNIFICATION 

 

Each party (“indemnifying party”) shall defend and indemnify the other party and its directors, officers, employees, Affiliates and agents (“indemnified party”) against any claim, demand, suit, or proceeding, and any damages, costs, attorneys’ fees and liability arising therefrom (“Claim”) made or brought by a third party as a result of or based on or alleging a violation of the indemnifying party’s warranties made to the indemnified party hereunder; provided that the indemnified party gives the indemnifying party (a) prompt written notice of the Claim ; (b) sole control of the defense and settlement of the Claim; and (c) all reasonable assistance in defending or settling the claim at the indemnifying party’s expense. If Company reasonably believes the Services may infringe a third party’s rights, Company may either (i) modify the Services so they are not infringing, (ii) obtain a license for the continued use of the Services in accordance with this Agreement, or (iii) terminate the affected Services and/or portions of this Agreement and refund pro rata any prepaid fees covering the remainder of the Term.  

 

1. LIMITATION OF LIABILITY 

 

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR FEES DUE BY SUBSCRIBER HEREUNDER OR SUBSCRIBER’S BREACH OF THE NON-SOLICITATION PROVISION, NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY.  

 

1. TERM AND TERMINATION 

 

1. Term of Agreement. This Agreement commences on the Effective Date and continues until the Terms of all Order Forms have expired or been terminated. Free trials may be terminated at any time by the Company. 

 

1. Term of Subscription. The term of each subscription shall be as specified in the applicable Order Form or as relevant to the User Type. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one (1) year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. Pricing for subscriptions and User Types are fixed for the Term of an Order Form. Company reserves the right to change pricing for renewal terms by giving at least sixty (60) days’ notice of new pricing; provided, however, for monthly Terms, notice of new pricing can be implemented on thirty (30) days’ notice. Company also reserves the right to discontinue any particular Service, feature or functionality offered at the end of any Term by giving at least sixty (60) days’ notice; provided, however, for monthly Terms, notice of such discontinuance can be on thirty (30) days’ notice. Notwithstanding the foregoing, except as expressly provided in the applicable Order Form, renewal of promotional discounts or one-time priced subscriptions will be at the applicable list price in effect at the time of the applicable renewal, and if Subscriber decreases the number of subscriptions renewal of the remaining subscriptions in the applicable User Type will be at the then-current list price. 

 

1. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 15 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) if the Company Platform is unavailable for 10 consecutive days or (iv) as otherwise provided in the SLA. 

 

1. Refund upon Termination. Upon any termination for cause by Subscriber, Company shall refund pro rata any unused prepaid fees for the affected subscriptions or User Types; provided, however, in no event are any implementation fees refundable. Upon any termination for cause by Company, Subscriber shall pay any unpaid fees covering the remainder of the Terms of all Order Forms after the effective date of termination. In no event shall any termination relieve Subscriber of the obligation to pay any fees accruing prior to the effective date of termination. The foregoing shall be liquidated damages, and not a penalty, for a termination by either party for cause hereunder. 

 

1. Return of Subscriber Data. Upon request by Subscriber during the Term of the Services subscription or within 30 days after the effective date of termination of a Services subscription, Company will at its discretion make available for download a file of the Subscriber Data in electronic format along with attachments in their native format or if impractical solely in the Company’s discretion, will offer to delete the data. After such 30-day period, Company shall have no obligation to maintain or provide any Subscriber Data and shall thereafter, unless legally prohibited, delete all Subscriber Data from its systems or otherwise in its possession or control. Returned data shall not include any of Confidential Information of Company, including, but not limited to, ontologies, controlled vocabularies, data and object models, business processes, and templates.  The foregoing is subject to Section 2.7.2. 

 

1. Deletion of Company Platform.  Upon the termination or expiration of this Agreement for any reason, to the extent the Company Platform is integrated into Subscriber’s cloud based computing platform (e.g., Azure account), the Company Platform shall be promptly deleted from such Subscriber platform and Subscriber shall provide Company all required access to such platform account for such deletion. 

 

1. Surviving Provisions. Sections 6 through 12, inclusive, of this Agreement and any accrued rights to payment pursuant to Section 5 shall survive any termination or expiration of this Agreement. 

 

1. GENERAL PROVISIONS 

 

1. Publicity. Company may identify Subscriber as a customer for the Service in its promotional and marketing materials and on its website, including use of Subscriber logo for such purposes. Subscriber may disclose that it is a Company customer in its promotional and marketing materials and on its website. Except for the foregoing, neither party will use the other’s name without prior consent. 

 

1. Export Compliance. The Services and other technology made available hereunder, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Subscriber shall not permit Users to access or use Services in a U.S.-embargoed country or in violation of any U.S. or other applicable export law or regulation. 

 

1. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party shall have the right to bind the other to any obligation. 

 

1. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. 

 

1. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. 

 

1. Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing by United States first class mail, (iii) upon sending by facsimile, or (iv) upon receipt if sent by a nationally known courier or delivery service. Notices may also be sent by e-mail, deemed given upon receipt, provided email shall not be sufficient for notices relating to termination, disputed billing, or indemnification. Billing-related notices shall be addressed to the relevant billing contact designated by Subscriber. All other notices to the relevant system administrator designated by the parties. Notices will be sent to the addresses set forth on the Order Form or elsewhere, or such replacement address that a party gives by notice to the other party. 

 

1. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any assignment in violation of the foregoing shall be ineffective and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 

 

1. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. In the event of conflict between documents, the order of priority shall be the Order Form and then this Agreement. Notwithstanding any language to the contrary therein, no terms or conditions stated in any purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. 

 

1. Governing Law; Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of Connecticut and the United States without regard to conflicts of laws provisions thereof. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and U.S. federal courts of the State of Connecticut and the parties hereby agree to the exclusive jurisdiction of the foregoing courts. 

 

1. Counterparts; Electronic Signatures.  This Agreement may be executed in counterparts, by original, facsimile, e-mail or other electronic means (including via DocuSign), each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. 

 

 

THESE TERMS AND CONDITIONS (“TERMS”) GOVERN YOUR ACCESS AND USE OF CERTAIN APPLICATION, SERVICES AND DATA (“SERVICES”) PROVIDED BY ARTIFICIAL INTELLIGENCE RISK, INC. (“COMPANY”). BY PROCEEDING TO ACCESS THE SERVICES YOU AGREE TO THESE TERMS ON YOUR BEHALF, AND ON BEHALF OF ANY ORGANIZATION THAT YOU REPRESENT. 

 

Scope of Use of Services. You may only use the Services for your (and your organization’s) benefit. You may not access the Services for the purpose of creating a competitive service, or other competitive activity. You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking purposes. 

 

Restrictions. You are responsible for the accuracy, quality and legality of any data that you provide via the Services. You will use the Services only in accordance with any documentation provided to you, and in full compliance with all applicable laws and government regulations. You shall not (a) sell, resell, rent or lease the Services, (b) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use the Services to store or transmit Malicious Code, (d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (e) remove, obscure or obfuscate any of the copyright, trademark notices, logos, or brand identifiers posted on or with the Services or any reports generated by the Services, (f) attempt to gain unauthorized access to the Services or their related systems or networks, (g) reverse engineer, decompile, or otherwise attempt to gain access to the source code for the software used to operate the Services, or create derivative works based on the Services, (h) copy, frame or mirror any feature, function, part, graphic or content of the Services, or (i) access the Services in order to build a competitive product or service. 

 

Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, Company reserves all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted hereunder other than as expressly set forth herein. 

 

COMPANY PROVIDES THE SERVICES “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, OR COMPLIANCE WITH PRIVACY OR OTHER LAWS PROTECTING PERSONALLY IDENTIFIABLE INFROMATION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. As SUBSCRIBER AND USERS input all SUBSCRIBER Data, COMPANY is not liable or responsible for any results generated through the use of the Software or System.   

 

IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S LIABILITY WITH RESPECT TO THE SERVICES AND THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED ANY AMOUNTS PAID BY YOU FOR ACCESS TO THE SERVICES DURING THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY. 

 

General. You shall only use the Services in full compliance with all U.S. and other applicable export laws and regulations. No failure or delay by Company in exercising any right under these Terms shall constitute a waiver of that right. If any of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. You shall not assign these terms or any of your rights hereunder to any other person, and any such assignment shall be void and without effect. These terms and your access and use of the Services shall be governed by and construed under the laws of the State of Connecticut and the United States without regard to conflicts of laws provisions thereof.