Subscription Terms.

1. DEFINITIONS

Capitalized terms used in this Agreement will have the definitions assigned below, or as indicated in context. Except as otherwise provided in this Agreement, technical terms commonly used in the industry will be so construed.

1. 1.1"Affiliates" shall mean any corporation, association, or other entity that directly or indirectly owns, is owned by, or is under common ownership with either Party, respectively, either currently or during the validity of this Agreement. For the purpose of this Agreement, the terms "controls", "owns", "owned", or "ownership" mean the direct or indirect possession of more than 50% of the voting securities, or equity in such business entity.
2. 1.2"AI Functionalities" shall mean the artificial intelligence, large language model, generative AI, workflow automation or other algorithmic capabilities incorporated into or made available through the Platform that process and analyze Subscriber Data (including documents, interview responses, images, and transcripts submitted by Subscriber) to extract, identify, structure, and organize business processes, use cases, and requirements, and to generate requirements documentation, screen specifications, clickable prototypes with synthetic data, test cases, readiness reviews, and related specification and training documentation.
3. 1.3"Agreement" shall mean these Subscription Terms, together with its annexures, attachments, exhibits, amendments and any Subscription Confirmation accepted through the Platform.
4. 1.4"Authorized Users" shall mean the Subscriber's employees, contractors, consultants and other individuals expressly authorized by the Subscriber to access and use the Platform on behalf of the Subscriber solely for the Purpose.
5. 1.5"Confidential Information" means any information disclosed or made available by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether in written, oral, electronic or other form, that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation, the Platform, Documentation, technical information, product information, business information, pricing, security information, Subscriber Data, and other non-public information disclosed in connection with this Agreement. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully known to the Receiving Party before disclosure by the Disclosing Party; (c) is lawfully received from a third party without restriction on disclosure; (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
6. 1.6"Documentation" shall mean the user manuals, guides, technical specifications, help center materials, onboarding materials and other documentation made available by the Company to the Subscriber describing the functionality, features and use of the Platform, as updated by the Company from time to time.
7. 1.7"Error(s)" shall mean a verifiable and reproducible failure of the Platform to perform any material function as set forth in the Documentation, arising from a programming defect in the Platform, when used by the Subscriber in accordance with this Agreement and the Documentation. "Error" shall not include any failure or inability of the Platform that: (i) results from misuse, improper use, or unauthorized operation of the Platform; (ii) does not materially impact the functionality or operation of the Platform; (iii) arises from modifications to the Platform not authorized by the Company; or (iv) is caused by factors beyond the Company's reasonable control, including but not limited to third-party cloud environments, hardware, Platform, firmware, or malicious code such as viruses, trojans, or malware.
8. 1.8"Fees" shall mean the amounts payable by the Subscriber to the Company for provision of the Subscription, as specified in the applicable Subscription Confirmation, including any subscription Fees, usage-based Fees.
9. 1.9"Fixes" shall mean any modification or addition to the Platform that corrects Errors without altering its overall utility, functional capability, or intended application. Fixes shall include only those modifications or additions that the Company generally makes available to all its customers.
10. 1.10"Inputs" shall mean any information, directions, or selections entered or submitted by or on behalf of the Subscriber or its Authorized Users through the Platform, in any form (including text, interview responses, images, sketches, screenshots, transcripts, selections, approvals, edits, and configuration choices), that the Platform uses, in whole or in part, to operate the AI Functionalities or to generate Output. For the avoidance of doubt, Inputs do not include Subscriber Material, but Inputs and Subscriber Material are together included within the defined term Subscriber Data.
11. 1.11"Intellectual Property" means and includes, all patents, trademarks, ideas, concepts, creations, discoveries, inventions, know-how, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copyrights, formulae, designs, data, documents, instruction manuals, records, memoranda, notes, whether or not copyrightable or patentable, or any written or verbal instructions or comments and other confidential information.
12. 1.12"Intellectual Property Rights" shall mean all rights, title, interests, and benefits in or to any Intellectual Property, whether registered or unregistered, including any applications, renewals, extensions, or future rights thereto, existing now or arising in the future, anywhere in the world.
13. 1.13"Output" shall mean any content, artifacts, or data generated or produced by the Platform based on Subscriber Data, including without limitation: (a) business processes, use cases, process flows, and requirements extracted, identified, structured, organized, or classified by the Platform; (b) screen specifications, clickable prototypes, and the sample data contained in them; (c) test cases; (d) readiness findings, clarification questions, and assumptions; (e) requirements documentation, specifications, help and training content, demo scripts and narrated demonstrations, and related documentation; and (f) exports of any of the foregoing in any format.
14. 1.14"Purpose" shall mean the Subscriber's internal business purposes of uploading and processing Subscriber Material, extracting, identifying, structuring and organizing requirements, and generating, reviewing and managing requirements documentation, test cases and related requirements documentation through the Platform, as specified in the applicable Subscription Confirmation.
15. 1.15"Project" shall mean a discrete workspace or body of materials configured by the Subscriber within the Platform for the purpose of organizing Subscriber Data and generating and managing associated Outputs, as further described in the applicable Subscription Confirmation.
16. 1.16“Platform” shall mean the Company's proprietary AI-assisted requirements analysis and documentation platform known as Brieful, including its integrated AI Functionalities and Documentation, hosted and managed by the Company or its authorized cloud hosting providers and made available to Subscribers on a software-as-a-service basis for uploading, processing and organizing Subscriber Data, extracting and organizing requirements, and generating and managing Outputs.
17. 1.17"Subscription" shall mean the right to access and use the Platform on a software-as-a-service basis as described in this Agreement and the applicable Subscription Confirmation.
18. 1.18"Subscriber Data" shall mean, collectively, Inputs, Subscriber Material, and any other data, information or content provided, submitted, uploaded, entered or otherwise made available to the Platform by or on behalf of the Subscriber or its Authorized Users. References in this Agreement to Subscriber Data shall be construed as references to Inputs and Subscriber Material together, except where this Agreement expressly refers to Inputs or Subscriber Material individually.
19. 1.19"Subscriber Material" shall mean any requirements documents, RFPs, RFIs, process descriptions, workflows, specifications, spreadsheets, project documentation and other materials uploaded, submitted or otherwise made available to the Platform by or on behalf of the Subscriber or its Authorized Users, excluding Inputs.
20. 1.20Subscription Confirmation" shall mean the electronic summary of the Subscription selected and confirmed by the Subscriber during checkout through the Platform, specifying the applicable plan, Fees, billing frequency, Subscription Term, usage limits or any renewal terms, as displayed before purchase and confirmed electronically.
21. 1.21"Third-Party Integrations" shall mean any third-party technologies, applications, services, platforms, software, artificial intelligence technologies, large language models, cloud hosting services, open-source components or other third-party functionality integrated into, used by or made available in connection with the Platform, that are not developed, owned or controlled by the Company.

2. GRANT OF SUBSCRIPTION

1. 2.1Grant of Subscription: Subject to the Subscriber's payment of the applicable Fees and compliance with this Agreement, the Company grants the Subscriber, during the Subscription Term, a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable right to access and use the Platform solely for the Purpose. The Subscriber may permit its Authorized Users to access and use the Platform solely for the Purpose, subject to this Agreement. The Subscriber shall remain responsible for all acts and omissions of its Authorized Users and for their compliance with this Agreement. For the avoidance of doubt, the Company may make the Platform available on a free trial, pilot or evaluation basis for such period and subject to such usage limits as the Company may specify through the Platform ("Evaluation Access"). Notwithstanding Clauses 6.2 and 6.3, Evaluation Access is provided on an "as is" and "as available" basis, without warranties, service levels, maintenance or support commitments, to the maximum extent permitted by applicable law. The Company may suspend or terminate Evaluation Access at any time, and no paid Subscription shall arise unless the Subscriber completes the applicable subscription checkout.
2. 2.2Restrictions on Use: The Subscriber shall not, and shall ensure its Authorized Users do not, directly or indirectly: (a) copy, modify, reverse engineer, decompile, disassemble, create derivative works of, or otherwise attempt to derive the source code, underlying structure, ideas, know-how or algorithms of the Platform; (b) provide, resell, sublicense, rent, lease, host, share or otherwise make the Platform available to any third party, except as expressly permitted under this Agreement; (c) use the Platform other than for the Purpose or permit its use by any person other than Authorized Users; (d) use any component of the Platform separately from the Platform; (e) disrupt, compromise or interfere with the functionality, security or performance of the Platform; (f) remove or alter any proprietary notices or markings; (g) rely on any Output as the sole basis for making or supporting any safety-critical, life-critical, or regulated high-stakes decision without independent human review, or represent that the Platform independently certifies or validates any Output as complete, accurate or fit for a particular regulatory, contractual or compliance purpose, unless expressly agreed in a Subscription Confirmation; (h) use the Platform to generate, process or facilitate unlawful, discriminatory, deceptive, harmful, infringing or malicious content, or to test, bypass, manipulate, extract, benchmark, train, replicate or otherwise derive any underlying model, dataset, prompt, system instruction or security control, whether proprietary to the Company or belonging to a third-party provider; (i) use any automated means, including scraping, crawling or bulk export tools not provided or authorized by the Company, to extract data, Outputs or content from the Platform at a volume or frequency inconsistent with ordinary business use or circumvent or exceed any applicable usage allowances, AI credit limits or rate limits through automated, repetitive or other unauthorized means; (j) share Authorized User login credentials, or provision or use API keys or access tokens issued under the Subscription for any purpose other than the Subscriber's own internal use of the Platform; (k) upload, transmit or make available any content that is unlawful, harmful, offensive, infringing, unauthorized, spam, malware-infected, or otherwise in violation of applicable laws, including those relating to intellectual property, privacy, data protection or cybersecurity; (l) upload, submit or otherwise process through the Platform any personal data, protected health information, criminal justice information or other regulated or sensitive information, except to the extent necessary for the Purpose and permitted under applicable law and the Subscriber's contractual and regulatory obligations, or use actual personal data as sample or demonstration data in any prototype generated through the Platform; (m) use the Platform's sharing functionality to disclose or distribute any Output or Subscriber Data without ensuring that such disclosure or distribution is authorized, complies with applicable law and third-party rights, and is subject to appropriate access controls, or fail to manage or revoke access to shared links where necessary (the Subscriber acknowledges that all shared links shall automatically expire thirty (30) days from the date of their creation); or (n) extract, reproduce, distribute, sublicense, resell or otherwise commercially exploit any domain packs, design templates or other proprietary content made available by the Company through the Platform, independently of the Outputs generated through its authorized use. Notwithstanding Clauses 2.2(b) and 2.2(d), the Subscriber may use, download, share and distribute Outputs, including materials exported or made accessible through the Platform's authorized sharing and export functionalities, subject to this Agreement and applicable third-party rights.

3. FEES AND PAYMENT

1. 3.1In consideration of the Subscription, the Subscriber shall pay the Fees in accordance with the terms and conditions set forth in the applicable Subscription Confirmation.
2. 3.2Fees shall be payable at the time of subscription checkout or on the billing dates specified in the Subscription Confirmation. Where the Company issues an invoice, such invoice shall be payable within thirty (30) days from its date, unless otherwise specified in the Subscription Confirmation. Any amount not paid when due shall accrue interest at the rate of 2% per month from the due date until payment in full. Without prejudice to any other rights or remedies available to the Company, the Company may, in accordance with Clause 13, suspend the Subscriber's access to the Platform and Subscription if any undisputed amount remains unpaid beyond the applicable due date. Such suspension shall not relieve the Subscriber of its obligation to pay the applicable Fees or any accrued interest.
3. 3.3All Fees due under this Agreement shall be paid in full without any set-off, counter claim, deduction, or withholding.
4. 3.4All Fees under this Agreement and/or any applicable Subscription Confirmation shall be exclusive of taxes. The Subscriber acknowledges and agrees to pay the Fees along with all applicable taxes, cess, surcharge, or duties as per applicable law.
5. 3.5Where the applicable Subscription Confirmation specifies usage-based pricing, the Subscriber shall pay Fees calculated by reference to the Subscriber's actual usage of the Platform during the applicable billing period, including usage measured by number of Authorized Users, Projects or workspaces, AI usage allowances or credits consumed, volume of Subscriber Data processed, storage consumption, or such other usage metric as specified in the applicable Subscription Confirmation. Where the Subscriber exhausts the AI usage credits included in its Subscription, the Subscriber may purchase additional credits through the Platform at the prices displayed and accepted at checkout, and such credits shall be credited to the Subscriber's account upon successful payment.

4. SUBSCRIBER'S RESPONSIBILITIES

1. 4.1Account Management: As a condition for using the Subscription, Authorized Users may be required to register or be provisioned with accounts on the Platform through an administrator appointed by the Subscriber. The Subscriber shall ensure that account information provided for Authorized Users is accurate, complete and kept updated, and shall be responsible for maintaining appropriate administrator controls over such accounts.
2. 4.2Compliance with Laws: The Subscriber shall comply with all applicable local, state, national and foreign laws in connection with its use of the Subscription, including laws related to the collection, use, disclosure, retention and processing of Subscriber Data through the Platform. The Subscriber shall be responsible for determining the lawful basis for processing any personal data contained within Subscriber Data and for providing all required notices and obtaining all required consents, permissions or authorizations from relevant individuals.
3. 4.3Authorized Users: The Subscriber shall ensure, as a condition of access to and use of the Platform, that each Authorized User accepts and complies with any applicable terms of use, user terms, acceptable use policies or other usage conditions prescribed by the Company from time to time. The Subscriber shall remain responsible and liable for any acts or omissions of its Authorized Users and any breach of such terms or policies by its Authorized Users. The Company shall not be liable for any loss of data or functionality caused by the Subscriber or any Authorized User.
4. 4.4Unauthorized Use; False Information: The Subscriber shall: (i) notify the Company immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to the Company immediately and use reasonable efforts to stop any unauthorized use of the Subscription that is known or suspected by the Subscriber or any Authorized Users, and (iii) not provide false identity information to use the Subscription.
5. 4.5Subscriber Data: Subscriber is solely responsible for all Subscriber Data collected, uploaded, submitted, generated or otherwise processed through the Platform under the Subscriber's account. The Subscriber shall ensure that Subscriber Data does not: (i) include anything that actually or potentially infringes or misappropriates proprietary or Intellectual Property Rights of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive, malicious or illegal. The Subscriber shall remain responsible for the accuracy, quality, legality and appropriateness of all Subscriber Data processed through the Platform.
6. 4.6AI Functionalities and Output: The Subscriber acknowledges that the AI Functionalities process Subscriber Material and Inputs provided by or on behalf of the Subscriber to generate Outputs. The Subscriber further acknowledges that the quality, accuracy, completeness and relevance of any Output may depend on the accuracy, completeness, quality and context of the Subscriber Material and Inputs provided to the Platform. The Subscriber shall review, validate and independently assess all Outputs and ensure appropriate human oversight before relying on or using any Output for any downstream business, technical, development, testing or implementation activity.
7. 4.7Training and Operational Competence: The Subscriber acknowledges and agrees that it bears sole and exclusive responsibility for ensuring that its Authorized Users possess the requisite knowledge, training, and proficiency necessary to effectively and efficiently utilize the Platform's functionalities and AI Functionalities. The Subscriber further acknowledges that the Company disclaims any responsibility or liability for any inefficiencies or failures arising from the Subscriber's or its Authorized Users' use or misuse of the Platform, including any deficiencies in training, competence, or understanding of the Platform's capabilities or limitations.

5. THIRD-PARTY INTEGRATIONS

1. 5.1The Subscriber hereby acknowledges and agrees that the operation, performance, and availability of the Platform and any associated features or services, including the AI Functionalities, may be contingent, in whole or in part, upon the integration, utilization, or reliance on Third-Party Integrations, and the Company shall not be responsible or liable for any failure, interruption, unavailability, error or other issue arising from or relating to any Third-Party Integration, including any act or omission of the relevant third-party provider.
2. 5.2Notwithstanding anything to the contrary in this clause or elsewhere in this Agreement, the Subscription neither grants nor purports to grant any rights, nor does it impose any obligations that would amend, modify, or otherwise conflict with the terms and conditions of any license governing Third-Party Integrations. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any such applicable third-party license, the terms of the applicable license shall prevail and govern with respect to the relevant Third-Party Integrations.

6. REPRESENTATIONS, COVENANTS AND WARRANTIES

1. 6.1Mutual Representations and Warranties: Each Party represents and warrants that: (a) it has the full power and authority to enter into and perform this Agreement and has obtained all necessary approvals to do so; (b) it is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation; (c) it shall comply with applicable laws in performing its obligations under this Agreement; (d) this Agreement constitutes its valid and binding obligation, enforceable in accordance with its terms; (e) execution and performance of this Agreement will not conflict with or breach any applicable law, its constitutional documents or any agreement or obligation binding on it; and (f) there are no pending or, to its knowledge, threatened proceedings or claims that would materially impair its ability to perform its obligations under this Agreement.
2. 6.2Limited Warranty: During the Term, the Company warrants that the Platform will perform substantially in accordance with the specifications set forth in the Documentation, provided that the Platform is used in accordance with this Agreement and the Documentation. This warranty shall not apply to the extent any non-conformity or failure of the Platform results from: (i) a Force Majeure Event; (ii) misuse, modification, alteration or improper use of the Platform by the Subscriber or any Authorized User; (iii) use of the Platform other than in accordance with this Agreement or the Documentation; (iv) any Third-Party Integration or third-party provider; or (v) any breach of this Agreement by the Subscriber or any Authorized User.
3. 6.3Remedy for Warranty Breach: In the event of a valid warranty claim made by the Subscriber in writing during the Term, the Company shall, as its sole obligation and the Subscriber's sole and exclusive remedy, use commercially reasonable efforts, at its discretion, to provide Fixes to the Platform. If the remedy is not commercially feasible, then Company may terminate the affected Subscription and refund the Subscriber the applicable prepaid Fees attributable to the unused portion of the Subscription Term following the effective date of termination.
4. 6.4Disclaimer: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM AND ALL OUTPUTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY OR SECURITY. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT OR THE APPLICABLE SUBSCRIPTION CONFIRMATION, THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY DEFECTS OR INTERRUPTIONS WILL BE CORRECTED WITHIN ANY PARTICULAR TIMEFRAME.

   THE SUBSCRIBER ACKNOWLEDGES THAT OUTPUTS GENERATED OR PRODUCED THROUGH THE PLATFORM ARE PROBABILISTIC IN NATURE AND MAY VARY BASED ON THE SUBSCRIBER DATA AND OTHER RELEVANT FACTORS. ACCORDINGLY, THE COMPANY DOES NOT WARRANT THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, CONSISTENT, RELIABLE, UNBIASED, NON-INFRINGING OR SUITABLE FOR THE SUBSCRIBER'S INTENDED USE, INCLUDING FOR REQUIREMENTS ANALYSIS, REQUIREMENTS DOCUMENTATION, TEST PLANNING OR ANY DOWNSTREAM SOFTWARE DEVELOPMENT, IMPLEMENTATION, COMPLIANCE OR OTHER BUSINESS OR TECHNICAL DECISION-MAKING.

   THE SUBSCRIBER SHALL BE SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING, VALIDATING AND APPROVING ALL OUTPUTS BEFORE RELYING ON OR USING THEM. THE SUBSCRIBER SHALL NOT RELY ON ANY OUTPUT AS A SUBSTITUTE FOR APPROPRIATE HUMAN REVIEW OR PROFESSIONAL JUDGMENT. THE COMPANY IS NOT RESPONSIBLE FOR DEVELOPING, BUILDING, IMPLEMENTING, DEPLOYING OR OPERATING ANY SOFTWARE OR APPLICATION BASED ON AN OUTPUT, OR FOR VERIFYING THAT AN OUTPUT IS SUFFICIENT FOR ANY DOWNSTREAM DEVELOPMENT, IMPLEMENTATION OR PRODUCTION USE. THE COMPANY SHALL HAVE NO LIABILITY ARISING FROM THE SUBSCRIBER'S OR ITS AUTHORIZED USERS' USE OF OR RELIANCE ON ANY OUTPUT OR ANY DOWNSTREAM DECISION OR ACTION TAKEN BASED ON SUCH OUTPUT.

7. INTELLECTUAL PROPERTY RIGHTS

1. 7.1Company IP: The Company retains all rights, title and interest in and to the Platform, Documentation, AI Functionalities, Company Components, underlying models, and updates, including all Intellectual Property Rights therein (collectively, "Company IP"). Except for the limited rights expressly granted to the Subscriber under this Agreement, nothing in this Agreement grants the Subscriber or any Authorized User any right, title or interest in or to Company IP.
2. 7.2Ownership of Subscriber Data, and Outputs: The Subscriber retains all rights, title and interest in and to its Subscriber Data, including the Intellectual Property Rights therein. As between the Parties, the Subscriber shall own all Outputs generated through the Platform, to the extent such rights are capable of existing or being owned under applicable law, subject to the Company's ownership of any Company Components incorporated therein. The Subscriber acknowledges that, given the nature of the AI Functionalities, Outputs generated for different subscribers may be identical or substantially similar. Such similarity shall not, by itself, constitute an infringement of the Subscriber's rights under this Agreement, provided that the Company does not use or disclose the Subscriber's Subscriber Data or Confidential Information in generating Outputs for other subscribers. For the purposes of this Clause, "Company Components" shall mean any proprietary templates, runtime code, prompts, curated content, design elements or other materials owned by the Company and incorporated into Outputs. The Company hereby grants the Subscriber a perpetual, worldwide, non-exclusive, royalty-free licence to use, reproduce, modify and distribute such Company Components solely to the extent incorporated in, and as part of, the relevant Outputs.
3. 7.3The Subscriber grants the Company a limited, non-exclusive, worldwide license during the Subscription Term and thereafter solely to the extent necessary to fulfil the Company's obligations under Clause 14.6, to host, copy, transmit, process, store, analyse and display Subscriber Data solely to provide, secure, support and maintain the Platform and generate Outputs in accordance with this Agreement and the applicable Subscription Confirmation. For the avoidance of doubt, the Company does not use Subscriber Data or Outputs to train or fine-tune any artificial intelligence or machine learning models, and its third-party AI providers are subject to contractual restrictions prohibiting such use. The Company may, however, collect and use aggregated and de-identified usage and performance data to analyse, maintain and improve the Platform, provided that such data does not identify the Subscriber or any individual or disclose any Subscriber Data or Confidential Information.
4. 7.4The Subscriber shall not, and shall not authorize, assist or encourage any third party to, challenge the Company's ownership of the Company IP or assert any claim inconsistent with the rights expressly granted under this Agreement. Nothing in this Clause limits any claim the Subscriber may mandatorily have under applicable law that cannot be waived by contract.
5. 7.5The Subscriber and its Authorized Users may provide feedback, suggestions, requirements or recommendations regarding the Platform or Subscription ("Feedback"). The Subscriber hereby assigns to the Company all right, title and interest in and to such Feedback and grants the Company the exclusive right to use, reproduce, modify and develop the Platform or other products or services based on such Feedback, without any obligation to the Subscriber.

8. CONFIDENTIALITY

1. 8.1The Receiving Party shall keep the Disclosing Party's Confidential Information confidential and shall use it only for the purposes of this Agreement. The Receiving Party shall not disclose such Confidential Information to any third party, except to its directors, officers, employees, agents, professional advisers and authorised representatives who have a need to know such information and are bound by confidentiality obligations no less protective than those set out in this Agreement. The Receiving Party shall protect the Disclosing Party's Confidential Information with the same degree of care as it uses to protect its own confidential information of a similar nature, and in any event with at least reasonable care. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order or governmental authority, provided that, to the extent legally permitted, it gives the Disclosing Party prior written notice and reasonably cooperates with the Disclosing Party in seeking confidential treatment or other appropriate protection.
2. 8.2The Receiving Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may not be an adequate remedy. The Disclosing Party shall therefore be entitled to seek injunctive or equitable relief, in addition to any other remedies available under applicable law.
3. 8.3The confidentiality obligations under this Agreement shall survive for a period of three (3) years following the expiry or termination of this Agreement.

9. DATA PROTECTION

Each Party shall comply with applicable data protection and privacy laws in connection with its performance of this Agreement. To the extent the Company processes personal data on behalf of the Subscriber in connection with the Platform, the Parties shall cooperate in good faith and implement such measures, documentation or data processing terms as may be required under applicable law.

10. MODIFICATION TO THE PLATFORM

1. 10.1The Company reserves the right, at its sole discretion, to modify the Platform at any time. Notwithstanding the foregoing, the Company shall ensure that such modifications do not materially alter the core functionality of the Platform as made available to the Subscriber under this Agreement.
2. 10.2Without limiting the foregoing, the Company may modify, update, retrain, replace, suspend, limit, discontinue or remove any AI Functionalities, model, prompt workflow, generation workflow or related component where the Company determines that such change is necessary or desirable for security, safety, legal compliance, performance, product improvement, third-party service availability, commercial viability or prevention of misuse. The Company will use commercially reasonable efforts not to materially reduce the core functionality of the Platform during the then-current Subscription Term, but the Subscriber acknowledges that AI Functionalities may evolve over time and that Outputs may vary following updates, model changes, configuration changes, Subscriber Data quality, Project settings or changes in Third-Party Integrations.

11. INDEMNITY

1. 11.1Subscriber's Indemnity: The Subscriber shall indemnify, defend and hold harmless the Company, its officers, directors, employees, agents, affiliates, licensors and successors from and against any and all costs, damages, losses, liabilities, fines, penalties, judgments, settlements and reasonable legal fees arising from any third-party claim relating to: (a) the Subscriber's breach of applicable law; (b) misuse of the Platform or breach of the use restrictions; (c) any act or omission of the Authorized Users; (d) any allegation that Subscriber Data infringe or violate any third-party rights; or (e) the Subscriber's publication, distribution, use or reliance on Outputs, including any downstream development, testing, implementation, deployment or other action undertaken by or on behalf of the Subscriber based on an Output.
2. 11.2Company's Indemnity: The Company shall indemnify the Subscriber against any third-party claim awarded by a court of competent jurisdiction or settled with the Company's written consent arising from: (a) the Company's material breach of applicable law in providing the Platform; or (b) an allegation that the Platform, as provided by the Company and used in accordance with this Agreement and the Documentation, infringes a third party's Intellectual Property Rights. The Company shall have no liability under this Clause to the extent the claim arises from: (i) Subscriber Data or other materials provided by or on behalf of the Subscriber; (ii) the Subscriber's or any Authorized User's use or configuration of the Platform other than in accordance with this Agreement or the Documentation; (iii) any combination of the Platform with any platform, data or services not provided by the Company; (iv) any modification of the Platform not made by the Company; or (v) any Third-Party Integration or third-party provider.
3. 11.3IP Remedy: If the Platform is found to infringe any third-party Intellectual Property Rights, the Company may, at its sole discretion: (a) procure for the Subscriber the right to continue using the affected Platform; (b) modify or replace the affected Platform without materially reducing its core functionality; or (c) if the foregoing options are not commercially feasible, terminate the affected Subscription and refund the prepaid Fees attributable to the unused portion of the Subscription Term. This shall be the Company's sole liability and the Subscriber's exclusive remedy for such infringement claim.
4. 11.4Indemnification Procedure: The indemnified Party shall promptly notify the indemnifying Party of the claim, provide reasonable assistance at the indemnifying Party's expense and not admit liability or settle the claim without the indemnifying Party's prior written consent. The indemnifying Party shall control the defence and settlement of the claim, provided that no settlement shall impose any liability or obligation on the indemnified Party without its prior written consent.

12. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS, GOODWILL, REVENUE, USE OR OTHER ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, OR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF SUBSCRIBER DATA OR OUTPUTS), HOWSOEVER CAUSED IN CONNECTION WITH THIS AGREEMENT EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY (WHETHER IN CONTRACT, TORT, OR UNDER LAW OR IN EQUITY) HEREUNDER FOR ALL DIRECT DAMAGES, UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE FEES RECEIVED BY COMPANY FROM SUBSCRIBER UNDER THE APPLICABLE SUBSCRIPTION CONFIRMATION IN THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY HEREIN.

13. SUSPENSION

In the event of any breach of this Agreement by the Subscriber (including non-payment), or where: (a) the Subscriber's or any Authorized User's use of the Platform poses a material security risk or violates applicable law or third-party rights; (b) the Company reasonably believes the Subscriber's usage indicates fraud, abuse, or a violation of the use restrictions in Clause 2.2, including circumvention of applicable AI usage allowances, seat limits or other usage limits; (c) continued processing of Subscriber Data is reasonably likely to expose the Company or any third-party provider to legal or regulatory liability; or (d) suspension is required by a third-party provider or cloud infrastructure provider in connection with its policies or applicable law, the Company may, without limiting its other rights and remedies, temporarily suspend the Subscriber's use of the Platform or the affected functionality. The Company shall use commercially reasonable efforts to resume access as soon as reasonably possible after the cause of suspension is remedied. If the Subscriber fails to remedy the breach within sixty (60) days after suspension, the Company may terminate the Subscriber's access to the Platform.

14. TERM AND TERMINATION

1. 14.1Term of Agreement: This Agreement commences upon electronic acceptance on the Effective Date and continues until all Subscriptions hereunder have expired or have been terminated ("Term").
2. 14.2Term of Subscriptions: The term of each Subscription, including any renewal terms, shall be displayed to the Subscriber before checkout and set forth in the applicable Subscription Confirmation ("Subscription Term"). Unless otherwise specified in the applicable Subscription Confirmation, each Subscription shall automatically renew for successive periods equal to the initial Subscription Term, unless cancelled by the Subscriber. The Subscriber may cancel its Subscription at any time through the Platform's billing settings, provided that such cancellation shall take effect upon expiry of the then-current Subscription Term, and any Fees already paid shall be non-refundable. The Company reserves the right to revise the Fees applicable to any renewal term by providing the Subscriber with at least thirty (30) days' prior notice before the commencement of such renewal term.
3. 14.3Termination for Cause: Without prejudice to any rights accrued under this Agreement, either Party may terminate this Agreement and/or any applicable Subscription Confirmation with immediate effect by giving written notice to the other Party if: (a) the other Party materially breaches its obligations under this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice thereof; or (b) the other Party becomes insolvent, makes any assignment for the benefit of creditors, or a petition is admitted against it under applicable insolvency or bankruptcy law, pursuant to which a resolution professional, receiver, liquidator, or trustee is appointed in respect of any property or assets of the other Party.
4. 14.4Company's Termination Rights: Notwithstanding Clause 14.3, the Company may terminate this Agreement and/or any applicable Subscription Confirmation with immediate effect by written notice if: (a) the Subscriber fails to pay any undisputed Fees within fifteen (15) days from the due date; (b) the Subscriber misuses the Platform or breaches the applicable use restrictions; or (c) continued provision of the Platform would violate applicable law or expose the Company to a material security or legal risk.
5. 14.5Consequences of Termination: Upon expiration or termination of this Agreement or any Subscription: (a) all rights and licenses granted to the Subscriber under the affected Subscription, shall immediately terminate, and the Subscriber shall cease accessing or using the Platform; (b) all amounts due and payable to the Company shall become immediately due and payable; and (c) termination shall not affect any rights, obligations or liabilities accrued prior to the effective date of termination.
6. 14.6Data Export and Retention of Outputs: For a period of thirty (30) days following the effective date of termination of the Subscriber's account ("Transition Period"), the Subscriber shall retain read-only access to its workspace for the purpose of accessing and exporting its Subscriber Data and Outputs through the Platform's available export functionalities, at no additional charge. Where such export functionalities are unavailable or fail to operate, the Company shall use commercially reasonable efforts to facilitate the export of such Subscriber Data and Outputs. Following the expiry of the Transition Period, the Company shall have no obligation to retain or provide access to any Subscriber Data or Outputs and shall delete such Subscriber Data and Outputs from the Platform within thirty (30) days following expiry of the Transition Period. Any copies retained in backup systems shall be deleted in accordance with the Company's standard backup rotation procedures, and in any event no later than ninety (90) days thereafter, except to the extent retention is required by applicable law.

   All shared access links, including public prototype links, shall expire upon termination of the Subscriber's account. For the avoidance of doubt, cancellation or expiry of a paid Subscription shall not trigger the Transition Period where the Subscriber's account remains active under a free Subscription.

   For the avoidance of doubt, this Clause does not require the Company to provide migration, implementation, transition, consulting or other professional services. Any such services may be offered by the Company under a separate written agreement at its then-current rates.

15. MISCELLANEOUS

1. 15.1Governing law and dispute resolution: This Agreement shall be interpreted in accordance with the laws of the State of Georgia, United States of America. Subject to the other provisions hereunder, courts in Forsyth County, Georgia shall have exclusive jurisdiction over disputes arising out of this Agreement.
2. 15.2Notices: All notices, demands or consents required or permitted under this Agreement shall be in writing. Notice shall be effective upon delivery by email to the address registered for the Subscriber account or to the Company's designated contact address, as applicable, or by notification through the Platform where permitted by applicable law. Notice shall be sent to the address for each Party set forth on the first page of this Agreement, or at such other address as shall be given by either Party to the other in writing.
3. 15.3Assignment: Neither Party will, directly or indirectly, transfer or assign or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the other Party. Any transfer or assignment in violation of this Clause shall be void.
4. 15.4Non-solicitation: Each Party agrees that it will not, during the Subscription Term and for a period of one (1) year after the termination or expiration this Agreement, directly, solicit the services of (for employment, consulting or otherwise), accept the services of, or employ or engage any person who is employed by the other Party. Neither Party shall directly or indirectly recruit former resources of the other Party, without the prior written consent of the other Party, where former resources shall mean a person who has ceased to work for the other Party and a period less than six months has since elapsed.
5. 15.5Publicity: Neither Party may use the other Party's name or logo for promotional purposes, issue a press release, publish a web page announcement or make a similar public announcement about this Agreement without the prior written consent of the other Party.
6. 15.6Force Majeure: In no event will either Party have any liability for delay or failure to comply with this Agreement, if such failure results directly from the occurrence of any contingency beyond the reasonable control of the Party, including, without limitation, strike or other labor disturbance, riot, vis major, power failure, war, natural calamities, floods, earthquakes, fire, volcanic eruptions, epidemics/pandemics, national emergency, terror attacks, interference by any government or governmental agency, embargo, seizure, or enactment or abolition of any law, statute, ordinance, rule, or regulation, or any unavailability, outage or degradation of a third-party provider or cloud infrastructure provider (each a "Force Majeure Event"). In the event that either Party is unable to perform any of its obligations under this Agreement because of a Force Majeure Event, the Party who has been so affected will as soon as practicable, inform the other Party and will take reasonable steps to resume performance as soon as may be after the cessation of the Force Majeure Event. If the period of non-performance due to a Force Majeure Event exceeds sixty (60) days, the Party whose ability to perform has not been so affected may, by giving written notice, terminate this Agreement.
7. 15.7Independent Contractors: The Parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Neither Party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.
8. 15.8Severability: If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The invalid, illegal or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intended effect. If such modification is not possible, the Parties shall negotiate in good faith a valid replacement that most closely reflects the original intent.
9. 15.9Waiver: Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.
10. 15.10Sub-Contracting: The Company reserves the right to subcontract its obligations under this Agreement, in whole or in part, to any person or entity, including third-party providers and cloud infrastructure providers.
11. 15.11Survival: Any and all obligations under this Agreement which, by their very nature should reasonably survive the termination or expiration of this Agreement, will so survive.
12. 15.12Order of Precedence: In the event of any conflict between the terms and conditions of this Agreement and any Subscription Confirmation in effect, the terms of this Agreement shall prevail unless the Subscription Confirmation expressly states that a specific provision of the Subscription Confirmation shall take precedence over this Agreement, in which case such provision of the Subscription Confirmation shall govern solely to the extent of the conflict.
13. 15.13Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement, and may not be amended, supplemented, varied or otherwise changed except in writing. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in this Agreement. This Agreement may be modified in writing specifically referencing this Agreement and accepted electronically by the Subscriber where required under this Agreement.