Definitions. The following terms have the following meanings when used in the Agreement.

Provision of Application. Subject to your compliance with this Agreement and your timely payment of all applicable fees, Company hereby permits you to access and use the Application (via an API or any other relevant user interface Customer may provide) strictly in accordance with the terms of this Agreement.  Customer shall, and shall ensure that any of its employees, agents, or individual end users authorized to use the Application on Customer’s behalf (“Customer Users”), comply with this Agreement. 

Implementation. Upon payment of any applicable fees set forth in each Order Form, Company agrees to use reasonable commercial efforts to provide standard implementation assistance for the Application only if and to the extent such assistance is set forth on such Order Form ("Implementation Assistance"). 

Term of Agreement. Subject to termination as described in this Agreement, the term of each subscription shall commence upon the date payment is received from Customer and shall remain in effect for twelve (12) months (the “Initial Term,” together with any Renewal Term(s), the “Term”). Thereafter, and subject to timely receipt of Customer’s payment pursuant to Section 4, the term shall renew automatically for successive terms of twelve (12) months (each, a “Renewal Term”), unless either Party provides notice of its intent not to renew this Agreement at least sixty (60) days before the end of the then-current term. 

Payment. Customer shall pay Company all subscription fees set forth on the Proposal (“Subscription Fees”). Subscription Fees are due in advance and payable within thirty (30) days of receipt of an invoice from Company. Subscription Fees are non-refundable, except as may be expressly set forth herein. Any Renewal Term hereunder shall not be effective until the Subscription Fees for such renewal have been paid in full. Subscription Fees may be increased upon sixty (60) days’ prior notice to Customer, but in no event will any previously agreed upon pricing terms be retroactively increased for the then-active subscription order. If Customer exceeds the agreed subscription usage as specified in any applicable Order Form, Customer shall pay overage fees which will be calculated based on the rates set forth in the Order Form (“Overage Fees”). Overage Fees shall be invoiced within sixty (60) days of being incurred, and Customer agrees to pay Overage Fees within thirty (30) days of receipt of invoice.

Restrictions. Customer shall only use the Application as authorized under this Agreement and not for any illegal or unlawful proposes. Customer shall not, and shall not authorize, permit, or enable others (including any Customer Users) to: (a) copy the Application; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason; (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; (g) except as may be permitted under this Agreement, combine the Application or any part thereof in any other programs; (h) access or use the Application in violation of any law, regulation, or rule; (i) access or use the Application for purposes of benchmarking; (j) access or use the Application in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right (as defined below) or other right of any third party; (k) use, transmit, distribute, integrate or modify the Application or any other proprietary software code made available by Company to Customer hereunder in any manner that could cause such code or any portion thereof to be subject to any Copyleft License; (l) send or store any material containing viruses, worms, Trojan horses or other harmful code, files, scripts, agents or programs; (m) interfere with or disrupt the integrity or performance of the Application; (n) attempt to gain unauthorized access to the Application or its related systems or networks; (o) use the Application to upload, create, access, display, store, or distribute any materials that infringe upon the intellectual property, privacy or proprietary rights of any third party; (p) permit the Application to be accessed or used by any person other than Customer Users in accordance with the Agreement and (q) use or attempt to use the Application in violation of this Agreement or permit or encourage anyone else to do so.

Intellectual Property Rights. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application as expressly granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain its entire right, title, and interest in and to the Application, including all improvements, enhancements, modifications, and derivative works of the Application, including without limitation, copyrights, trademarks, trade secret, patent, and other intellectual property rights (“Intellectual Property Rights”) therein or relating thereto, except as expressly granted to you in this Agreement. If Customer elects to provide Company with any feedback, comments or suggestions for improvements of any kind related to the Application (“Feedback”), the Feedback will be the sole and exclusive property of Company and Company will have the right to use and disclose such Feedback in any manner and for any purpose, without remuneration, compensation, or attribution to Customer. Customer hereby assigns to Company any and all right, title and interest that Customer may have in and to any Feedback.

Storage and Processing of Data. You acknowledge that when you use the Application, information provided by you or Customer Users as part of your use of, or generated in connection with such person’s use of, the Application (“Customer Data") is stored on the Company platform and processed by Company and its third party service providers. By using, and providing Company with Customer Data, you consent to all actions taken by Company with respect to the Customer Data as identified in this Order Form and Agreement, and any applicable terms of service governing Customer Users’ use of the Application, including the Maven AGI Terms of Service (collectively, “End User Terms”). To the extent that Customer Data includes Personal Data (as such term is defined in the Data Processing Addendum, if any, or by applicable data privacy law), the Parties agree that Company’s processing of such personal data shall be subject to its privacy policy, available at https://www.mavenagi.com/privacy-policy and the terms of the Data Processing Addendum available at [insert link]. As between the Parties, you are and will remain the sole and exclusive owner of all right, title and interest in and to Customer Data. You hereby grant to Company a perpetual, irrevocable, nonexclusive, royalty-free, fully-paid, worldwide license to access, use, process, reproduce, and create derivative works of Customer Data as are necessary to enforce this Agreement and exercise its rights and perform its obligations hereunder, including providing and improving the Application or aggregating and/or anonymizing Customer Data so that it no longer identifies Customer’s Confidential Information (as defined below) or constitutes Personal Data under applicable privacy laws. Customer represents and warrants that it: (i) owns or otherwise has all necessary rights in and to the Customer Data and to provide Company the rights granted herein to use such Customer Data in accordance with the Agreement; and (ii) provides all notices, obtain all consents and takes all other steps required by applicable law in relation to the use of the Application as envisaged by the Agreement. 

AI/Machine Learning. Company may use or integrate certain large language models, generative AI tools, or other machine learning models (“AI Tools”) to provide functionalities related to the Application. Data and other content may be provided to the AI Tools (“Input”) in order for the AI Tools to generate certain output (“Output”). These AI Tools may include both Company owned and operated AI Tools and third-party AI Tools. With respect to third-party AI Tools, your use of such AI Tools, whether direct or indirect through the Application, including your rights in the related Input and Output, are governed by the terms of service and usage policies of such AI Tools. With respect to Outputs, you agree that you: (i) will not mislead any third party, including Customer Users, as to AI Tools’ involvement in services provided through the Application, (ii) shall provide notice to all Customer Users regarding any content generated by AI Tools, (iii) will not represent any Output as being approved or vetted by Company; (iv) will not represent any Output as being an original work or a wholly human-generated work; and (v) will not use the Output for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with applicable laws. You also acknowledge the inherent limitations with any AI Tools and agree to review all output of such AI Tools to ensure its accuracy and applicability. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OF ANY OUTPUTS. YOU SHOULD NOT RELY ON ANY OUTPUTS WITHOUT INDEPENDENTLY CONFIRMING THEIR ACCURACY. OUTPUTS MAY CONTAIN MATERIAL INACCURACIES EVEN IF THEY APPEAR ACCURATE BECAUSE OF THEIR LEVEL OF DETAIL OR SPECIFICITY. THE SERVICE AND ANY OUTPUTS MAY NOT REFLECT CORRECT, CURRENT OR COMPLETE INFORMATION. ADDITIONALLY, DUE TO THE NATURE OF GENERATIVE AI MODELS, OUTPUTS MAY NOT BE UNIQUE, AND OUTPUTS THAT THE SERVICE GENERATES BASED ON MATERIALS SUBMITTED BY THIRD PARTIES (“THIRD-PARTY OUTPUTS”) MAY BE SIMILAR OR IDENTICAL TO OUTPUTS THAT THE SERVICE GENERATE BASED ON YOUR INPUTS. YOU ACKNOWLEDGE THAT THIRD-PARTY OUTPUTS ARE NOT YOUR OUTPUTS AND THAT YOU HAVE NO RIGHT, TITLE, OR INTEREST IN OR TO ANY THIRD-PARTY OUTPUTS.

Updates. Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

Third-Party Materials. The Application may make available third-party content (including data, information, applications, and other products, services, and/or materials) (“Third-Party Materials”) and will clearly indicate such content as “Third Party Materials.” You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

Access and Security. You have and will retain sole responsibility for: (a) all Customer Data; (b) your information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by you or through the use of third-party services; (c) providing the device, Internet connection, and/or other equipment or services that you or Customer Users need to access or use the Application; (d) the security and use of and access to the Application, including access credentials, logins and passwords; (e) all access to and use of the Application, directly or indirectly by or through your systems and your or your Customer Users’ access credentials, logins or passwords, with or without your knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use. You shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (i) securely use access credentials, logins and passwords; (ii) control the content and use of Customer Data, including the uploading or other provision of Customer Data to the Application. 

Responsibility for Use of Application. You are responsible and liable for all uses of the Application by Customer or Customer Users. Customer will ensure that Customer Users agree to and comply with the terms of this Agreement and the End User Terms that Company may provide from time to time. Company may audit the accounts and/or passwords for Customer Users from time to time and if such audit reveals that accounts and/or passwords have been provided to individuals who are not Customer Users, Company may disable or require Customer to disable such accounts or passwords. Specifically, and without limiting the generality of the foregoing, you are solely responsible and liable for all actions taken under the accounts of Customer Users and breach of the Agreement by Customer Users. 

Representations. You represent, warrant, and covenant that you are authorized and have all necessary rights, regulatory approvals, corporate power and authority, to enter into this agreement on your own behalf if you are an individual, or on behalf of your company, if you are entering into this agreement on behalf of an entity; have the necessary rights and consents and acted in compliance with applicable privacy laws and regulation to share Customer Data with Company and to enable Company to receive, process, and use Customer Data for the purposes contemplated in this Agreement; that you will comply with all applicable laws in connection with the Activities contemplated under this Agreement; and not authorize, enable, or permit any unauthorized use of the Application.  

Disclaimer of Warranties. THE APPLICATION (INCLUDING ANY RESULTS FROM THE APPLICATION) IS PROVIDED TO CUSTOMER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS (COLLECTIVELY, “COMPANY PARTIES”), EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION OF THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE SECURE, ACCURATE, OR ERROR-FREE, THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED OR THAT ANY DATA WILL BE SECURE, NOT LOST, OR ALTERED. COMPANY SHALL NOT BE RESPONSIBLE FOR STORING, BACKING UP OR ARCHIVING CUSTOMER DATA AND COMPANY SHALL HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF DATA. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE SERVICES USE AI TOOLS AND OTHER EXPERIMENTAL TECHNOLOGY AND MAY SOMETIMES PROVIDE INACCURATE OR OTHERWISE INAPPROPRIATE CONTENT, WHICH THE COMPANY SHALL NOT BE RESPONSIBLE FOR. 

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT, FOR IN CONNECTION THE PARTIES’ INDEMNIFICATION OBLIGATIONS OR IN CONNECTION WITH CLAIMS ARISING FROM UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION, GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, IN NO EVENT WILL (A) EITHER PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THE AGREEMENT EXCEED TWO TIMES THE FEES PAID OR PAYABLE BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM; AND (B) EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY FOR LOST PROFITS OR LOST REVENUES, COST OF SUBSTITUTE GOODS OR SERVICES,  INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. 

Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country requiring any export license or to which export, re-export, or release is prohibited by law, rule, or regulation.

Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. 

Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in state or federal courts located in Boston, Massachusetts. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 

Entire Agreement. This Agreement, together with the Order Form and Data Processing Addendum, and any terms incorporated by reference constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application. 

Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

Notice by Email. Any notice required or permitted to be sent under this Agreement shall be delivered by email to the following email address: contact@MavenAGI.com for Company and for Customer at the email address designated on the Order Form. Such notices shall be deemed effective on the first day following the date of receipt. 

Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Force Majeure. No failure or omission by the Company in the performance of any obligation of this Agreement will be deemed a breach of this Agreement or create any liability if the same will arise from any cause or causes beyond the control of the parties, including, but not limited to, the following: acts of God; acts or omissions of any government; any rules, regulations or orders issued by any governmental authority or by any officer, department, agency or instrumentality thereof; fire; flood; storm; earthquake; accident; war; rebellion; insurrection; riot; acts of terror, and invasion. The Company shall notify Customer of such force majeure circumstances as soon as reasonably practical, and shall promptly undertake all reasonable efforts necessary to cure such force majeure circumstances. 

Independent Contractors. Neither party shall, for any purpose, be deemed to be an agent of the other party and the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. 

Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by Customer (whether by operation of law or otherwise) without the prior written consent of Company. Company may assign this Agreement without Customer’s consent to any corporate affiliate or to any successor by way of merger, consolidation or other corporate reorganization of Company or a sale of all or substantially all of the assets of Company. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. 

Counterparts. The Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.