1.Definitions.

“Access Credentials” means any username, password, security key, security token, PIN, or other security technology, used alone or in combination, to verify an individual’s identity and authorization to access and use the Services.

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

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.

“AI Customer Input” means information, data, materials, text, prompts, images, or other content that is (a) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer or any Authorized User for Processing by or through an AI Feature, or (b) collected, downloaded, or otherwise received by an AI Feature for or on behalf of Customer or any Authorized User, including in the case of (a) and (b) for purposes of fine-tuning, grounding, or otherwise modifying, refining, adapting, or customizing an AI Feature by, for, or on behalf of Customer.

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

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

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

“Authorized User” means all Persons authorized by Customer or any of its Affiliates to access and use the Services under the rights granted to Customer pursuant to these Terms.

“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required by applicable Law to be closed for business.

“Customer” means in the case of an individual accepting these Terms on the individual’s own behalf, such individual, or in the case of an individual accepting these Terms on behalf of a company or other legal entity, the company or other legal entity on whose behalf such individual is accepting these Terms.

“Customer Data” means any and all information, data, materials, works, expressions, or other content that is (a) uploaded, input, or entered into the Services by or on behalf of Customer or any Authorized User, including for Processing, (b) provided, transferred, or made available to Provider or its Subcontractors or representatives by or on behalf of Customer or any Authorized User, including for Processing by or through the Services, or (c) collected, downloaded, or otherwise received by Provider or the Services for or on behalf of Customer or any Authorized User. Except for Aggregated Statistics, all output, copies, reproductions, improvements, reports, modifications, adaptations, translations, and other derivative works of, based on, derived from, or otherwise using any Customer Data are Customer Data. For the avoidance of doubt, Customer Data includes all AI Customer Inputs, AI Customer Outputs, Usage Data.

“Documentation” means all user manuals, instructions, guides, model cards, and other specifications and technical materials, in any form or media, relating to the Services and provided or made available by Provider and any updates thereto.

“Effective Date” means the date on which Customer agrees to these Terms by executing an Order referencing and incorporating these Terms.

“Indemnifying Party” means the Party providing indemnification pursuant to Section 9.

“Indemnitee” means the Party seeking indemnification pursuant to Section 9.

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

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, agency guidance, or other requirement or rule of law of any governmental authority.

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

“Order” means an ordering document agreed to (including, without limitation, agreement by electronic means) by Provider and Customer that specifically references these Terms and describes the Services offering Customer is subscribing to.

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

“Process” means to take any action or perform any operation or set of operations on any data, information, material, work, expression, or other content, including to (a) collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works, (b) process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or (c) block, erase, or destroy. “Processing” and “Processed” have correlative meanings.

“Provider” means Unlock Venture Labs Pte. Ltd.

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

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

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

“Representatives” means, with respect to a Party, that Party’s and its Affiliates’ employees, officers, directors, agents, and legal advisors.

“Security Breach” means any event which results in the accidental, unlawful, or unauthorized destruction, loss, alteration, disclosure of, or access to Customer Confidential Information (including without limitation Customer Data) in the possession or control of Provider.

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

“Specifications” means the specifications for the Services set forth in the applicable Order, and with respect to the Services and to the extent consistent with and not limiting of the foregoing, the Documentation.

“Standards” means industry standards and standards implemented, promulgated, published, adopted, or recommended by any governmental authority, standards organization, or recognized industry group, whether binding or non-binding, relating or applicable to AI Technology.

“Start Date” means the date on which the Provider is to provide Customer and its Authorized Users access to the Services as specified in an Order.

“Third-Party Materials” means any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, AI Technology, content, and technology, in any form or media, in which any Person other than Customer or Provider owns any Intellectual Property Right.

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

2.Orders and Statements of Work. Customer may order Services pursuant to one or more Orders(s). Orders will be effective only when executed by Customer and Provider (which may be by electronic means). Each duly executed Order shall be part of and subject to the terms and conditions of these Terms. Provider shall provide to Customer the Services described in an Order in accordance with the Specifications and all terms and conditions set forth in these Terms and the applicable Order. The parties may modify or change the scope of the Services under an Order only by a mutually agreed written amendment or change order to the applicable Order executed by both parties.

3.Access To and Use of Services.

3.1Provision of Access. Provider shall provide Customer, its Affiliates, and their Authorized Users access to the Services (including provision of Access Credentials (or ability to create Access Credentials)) and Documentation on the Start Date.

3.2Access and License Grant. Provider hereby grants to Customer and its Affiliates, exercisable by and through their Authorized Users during the applicable Service Term, a non-exclusive and non-transferable (except as permitted under Section 13.5) right to access and use the Services, for Customer’s and its Affiliates’ respective business purposes, including for submitting AI Customer Input to and receiving AI Customer Output from the AI Features and otherwise Processing Customer Data.

3.3Documentation License. Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 13.5) license to prepare, reproduce, print, download, and use the Documentation during the Term and any Service Term as may be necessary for any use of the Services under these Terms.

3.4Use Restrictions. Unless otherwise permitted under these Terms or an Order, Customer and Affiliates shall not, and shall not permit any Authorized Users to: (a) modify or create derivative works of the Services or Documentation, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, or otherwise transfer the Services or Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; or (d) remove any proprietary notices from the Services or Documentation.

4.Security.

4.1Information Security. Throughout the Term, Provider will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data.

4.2Security Breach Procedures. Provider maintains a Security Breach plan and shall implement the procedures required under such Security Breach plan on the occurrence of a Security Breach.

4.3Business Continuity, Disaster Recovery, and Data Backup. Throughout the Term, Provider shall maintain a business continuity and disaster recovery plan for the Services (“Plan”) and implement such Plan in the event of any unplanned interruption of the Services.

5.Fees and Payment.

5.1Fees. Customer will pay all fees set forth in an Order. Except as otherwise specified herein or in an Order, (i) fees are based on Services purchased and not actual usage, and (ii) payment obligations are non-cancelable and fees paid are non-refundable.

5.2Invoicing and Payment. Unless otherwise set forth on an Order or agreed to by Provider in writing, Customer will provide Provider with valid and up to date credit card information for payments due under these Terms. If Customer provides credit card information to Provider, Customer authorizes Provider to charge such credit card for all Services described in the Order for the initial Service Term and any Renewal Service Terms as set forth in Section 11.2 (Service Term) below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency set forth in the applicable Order. If the Order specifies that payment will be by a method other than a credit card, Provider will invoice Customer in advance and otherwise in accordance with the relevant Order. Unless otherwise stated in the Order, invoiced fees are due 30 days following the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Provider and notifying Provider of any changes to such information.

5.3Overdue Charges. If any invoiced amount is not received by Provider by the due date, then without limiting Provider’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Provider may condition future subscription renewals and Orders on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment) above.

5.4Suspension of Services. If any amount owing by Customer under these Terms is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized Provider to charge to Customer’s credit card), Provider may, without limiting its other rights and remedies, suspend provision of the Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, Provider will give Customer at least 5 days’ prior notice that its account is overdue before suspending provision of the Services.

5.5Payment Disputes. Provider will not exercise its rights under Section 5.3 (Overdue Charges) or Section 5.4 (Suspension of Services) above if Customer has provided notice to Provider disputing an amount in writing reasonably and in good faith, and is cooperating diligently to resolve the dispute.

5.6Taxes. All Fees and other amounts payable by Customer under these Terms are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.

6.Confidential Information.

6.1Confidentiality. In connection with these Terms, each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (as the “Receiving Party”). Subject to Section 6.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing, (a) all Customer Data is and will remain the Confidential Information of Customer, and (b) the financial terms and existence of these Terms are the Confidential Information of both Parties.

6.2Exclusions. Subject to Section 6.3, Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with these Terms; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with these Terms; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

6.3Customer Data Exception. Notwithstanding the provisions of Section 6.2 or any other provisions of these Terms, none of the exclusions set forth in Section 6.2 apply to any Customer Data, whether provided by or on behalf of Customer to Provider or the Services for Processing or generated or derived from such Processing and regardless of whether such Customer Data may be publicly available or otherwise qualify for exclusion under any of the other provisions of Section 6.2.

6.4Confidentiality and Use. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall, during the Term and for a period of 3 years following the Term:

(a)Not access or use, or permit the access or use of, the Disclosing Party’s Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with these Terms.

(b)Except as may be permitted by and subject to its compliance with Section 6.5, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with these Terms; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this section; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this section.

(c)Safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care.

(d)Ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ noncompliance with, the terms of this Section 6.

(e)Notify the Disclosing Party in writing within 48 hours of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information and cooperate with the Disclosing Party to protect the confidentiality and ownership of all Intellectual Property Rights, privacy rights, and other rights therein.

6.5Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information, then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy, or waive its rights under Section 6.4; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this section, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

6.6Return or Destruction of Customer’s Confidential Information. Within 30 days after Customer’s written request at any time and subject to any contrary obligations under applicable Law, Provider shall at Customer’s direction return or destroy and erase from all systems it directly or indirectly uses or controls: (a) all originals and copies of all documents, materials, and other embodiments and expressions in any form or medium that contain, reflect, incorporate, or are based on Customer’s Confidential Information, in whole or in part; or (b) solely such specific Confidential Information as Customer may request, and provide a written statement to Customer certifying that it has complied with the requirements of this section.

7.Intellectual Property Rights.

7.1Ownership of Customer Data. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject only to the limited license granted in Section 7.2.

7.2Limited License and Restrictions on Use of Customer Data.

(a)Subject to the terms and conditions of these Terms, Customer hereby grants Provider a limited, royalty-free, fully-paid up, non-exclusive license to Process the Customer Data as necessary to provide the Services for Customer’s benefit as provided in these Terms for so long as Customer or any Authorized User uploads or stores such Customer Data for Processing by or on behalf of the Provider on the Provider Systems.

(b)For avoidance of doubt, Provider shall not use, or permit any Person to use, Customer Data or any other Confidential Information of Customer to train, retrain, tune, validate, modify, update, or otherwise improve the AI Features, any AI Technology, the Services, or any other product or service, or as prompts for any AI Technology, except that (a) Provider may use AI Customer Input and AI Customer Output to train, retrain, tune, validate, modify, update, or otherwise improve the AI Features solely for the use and benefit of Customer and its Authorized Users, and (b) Provider may use AI Customer Input and AI Customer Output, as-is with no warranties whatsoever by Customer, its Affiliates, or Authorized Users, only in an aggregate and anonymized manner to train, retrain, tune, validate, modify, update, or otherwise improve the AI Features.

(c)Notwithstanding anything to the contrary in these Terms, Provider may monitor Customer’s use of the Services and collect and use Usage Data in an aggregate and anonymized manner solely to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). For the avoidance of doubt, Aggregated Statistics shall be aggregated and anonymized and shall not identify Customer, its Affiliates, or their Confidential Information. Subject to the terms and conditions of these Terms, Customer hereby grants Provider a perpetual, irrevocable, royalty-free, fully-paid up, non-exclusive license to use Usage Data to compile Aggregated Statistics and to use Aggregated Statistics solely for its internal business purposes.

7.3Provider Materials. Provider is and will remain the sole and exclusive owner of all right, title, and interest in and to the Provider Materials, including all Intellectual Property Rights therein, subject only to the limited license granted to Customer in these Terms.

7.4Provider Materials License. In addition to the rights and licenses granted in Section 3.2, Provider hereby grants to Customer and its Affiliates such rights and licenses with respect to the Provider Materials that will allow Customer and its Affiliates to use and otherwise exploit perpetually the AI Customer Output, to the same extent as if Customer owned the AI Customer Output, without incurring any fees or costs to Provider (other than the Fees set forth herein) or any other Person in respect of the Provider Materials.

7.5No Implied Rights.

(a)Except for the limited license(s) expressly provided in Section 7.2, nothing contained in these Terms shall be construed as granting Provider or any third party any right, title, or interest in or to any Customer Data, whether by implication, estoppel, or otherwise.

(b)Except for the limited license(s) expressly provided in Section 3.2 and Section 7.4, nothing contained in these Terms shall be construed as granting Customer or any third party any right, title, or interest in or to any Provider Materials, whether by implication, estoppel, or otherwise.

8.Representations, Warranties, and Covenants.

8.1Mutual Representations, Warranties, and Covenants. Each Party represents, warrants, and covenants to the other Party that: (a) It is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has, and throughout the Term and each Service Term will retain, the full right, power, and authority to enter into these Terms and perform its obligations hereunder; (c) the agreement to these Terms by its representative has been duly authorized by all necessary corporate or organizational action of such Party; (d) these Terms constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (e) it will comply with all Laws applicable to it in connection with its performance under these Terms.

8.2Additional Provider Representations, Warranties, and Covenants. Provider represents, warrants, and covenants to Customer that: (a) Provider has the right, power, and authority to provide the Services and grant and perform all rights and licenses granted or required to be granted by it under these Terms; (b) the Services, including the AI Features, will in all material respects conform to and perform in accordance with the Specifications and all requirements of these Terms.

8.3DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THESE TERMS, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNDER OR IN CONNECTION WITH THESE TERMS OR ANY SUBJECT MATTER HEREOF, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

9.Indemnification.

9.1General Indemnification by Provider. Provider shall indemnify, defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, permitted successors, and permitted assigns (each, a “Customer Indemnitee”) from and against any and all Losses incurred by Customer Indemnitee resulting from any Action by a third party (other than an Affiliate of a Customer Indemnitee) to the extent that such Losses arise out of or result from, or are alleged to arise out of or result from any gross negligence or more culpable act or omission (including recklessness or willful misconduct) in connection with the performance or nonperformance of any Services or other activity actually or required to be performed by or on behalf of Provider under these Terms.

9.2Infringement Indemnification by Provider. Subject to Section 9.3, Provider shall indemnify, defend, and hold harmless Customer Indemnitees from and against any and all Losses incurred by Customer Indemnitee resulting from any Action by a third party (other than an Affiliate of a Customer Indemnitee) that the Services infringe, misappropriate, or otherwise violate such third party’s Intellectual Property Rights.

9.3Exclusions to Infringement Indemnity by Provider. Provider’s indemnification obligation under Section 9.2 shall not apply to any Action or Loss to the extent that such Action or Loss arises out of or results from, and would not have occurred but for:

(a)Customer’s or its Affiliates’ or their Authorized Users’ use of the Services in combination with any products, services, or software not provided by or on behalf of Provider unless (i) the Documentation or Specifications contemplate such combination or (ii) Provider otherwise approves or recommends such combination in writing.

(b)Modification of the Services by Customer or any Authorized User other than: (i) as permitted in these Terms or an Order or (ii) with Provider’s written approval in accordance with Provider’s written specification.

(c)Use or Processing of AI Customer Input, in the form submitted, provided, or made available by Customer or its Authorized Users without modification, by (i) Customer or its Authorized Users or (ii) Provider in its performance of the Services in accordance with the terms of these Terms.

(d)With respect to AI Customer Output, (i) Customer’s use or creation of AI Customer Output that it knew or should have known was infringing; (ii) trademark violations resulting from Customer’s use of the AI Customer Output in trade or commerce; or (iii) Customer’s disablement or circumvention of any applicable source citation, filtering, or safety tools or functions of the AI Features.

9.4Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Provider and each of its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (each, a “Provider Indemnitee”) from and against all Losses incurred by the Provider Indemnitee resulting from any Action by a third party (other than an Affiliate of the Provider Indemnitee) that does or is alleged to arise out of or result from: (a) any claim that any Customer Data is unlawful or infringes, misappropriates, or otherwise violates such third party’s Intellectual Property Rights, provided, however, that Customer shall have no liability or obligation with respect to any Action or Losses to the extent that such Action or Losses arise out of or result from (i) Provider’s breach of these Terms, or (ii) Provider’s unauthorized use, disclosure, or other Processing of Customer Data; and (b) any use of the Services by Customer or any Authorized User that violates these Terms.

9.5Indemnification Procedure. The Indemnitee shall promptly notify the Indemnifying Party in writing of any Action for which it seeks indemnification pursuant to this Section 9 and cooperate with the Indemnifying Party at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the other Party’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Any Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choice. If the Indemnifying Party fails to promptly and diligently defend the Action, the Indemnitee may, at the Indemnifying Party’s expense, retain counsel and defend such Action. A Party’s failure to perform any obligations under this Section 9.5 will not relieve the Indemnifying Party of its obligations under Section 9 except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure.

9.6Mitigation. In addition to all other remedies that may be available to Customer under the Agreement or otherwise, if any of the Services are, or in Provider’s reasonable opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s or any Authorized User’s use of the Services or Provider Materials is enjoined or threatened to be enjoined, Provider shall promptly notify Customer and Provider shall, at its sole cost and expense: (a) obtain the right for Customer to continue to access and use the Services to the full extent contemplated by these Terms; (b) modify or replace the Services, in whole or in part, to make the Services (as so modified or replaced) non-infringing, while providing equivalent features and functionality, in which case such modifications or replacements will constitute Services under these Terms; or (c) if neither of the remedies set forth in (a) or (b) is reasonably available, then Provider may direct Customer to cease use of any portion of the Services that have been enjoined or finally adjudicated as infringing, and Provider shall refund to Customer any prepaid Fees for Services that have not been provided or that Customer cannot reasonably use as intended under these Terms.

10.Limitations on Liability.

10.1EXCLUSION OF DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN THIS 13 OR PROHIBITED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

10.2CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 10 OR PROHIBITED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PROVIDER UNDER THESE TERMS IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3Exceptions. The exclusions and limitations in Section 10.1 and Section 10.2 shall not apply to: (a) a Party’s indemnification obligations under these Terms; (b) a Party’s violation of applicable Laws; or (c) a Party’s gross negligence or more culpable conduct, including any willful misconduct or intentional wrongful acts.

10.4SUPER CAP ON SECURITY BREACHES. IN NO EVENT WILL THE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO A SECURITY BREACH THAT IS NOT THE DIRECT RESULT OF PROVIDER’S BREACH OF THESE TERMS OR APPLICABLE LAW UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THREE (3) TIMES THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PROVIDER UNDER THESE TERMS IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.Term and Termination.

11.1Agreement Term. These Terms are effective as of the Effective Date and will continue in effect until all Orders under these Terms have expired or been terminated.

11.2Service Term. The term of each Order begins on the effective date of the applicable Order and, unless terminated earlier pursuant to these Terms’s express provisions, will continue for the term set forth in such Order (the “Initial Service Term”). Following the Initial Service Term, unless otherwise set forth in the Order, the Order will automatically renew for successive terms of 1 year unless either Party gives the other Party written notice of non-renewal at least 60 days prior to the expiration of the then-current term (each a “Renewal Service Term” and together with the Initial Service Term, the “Service Term”).

11.3Termination for Cause. In addition to any other termination right set forth in these Terms:

(a)Either Party may terminate these Terms or any Order, effective on written notice to the other Party, if the other Party materially breaches these Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach.

(b)Either Party may terminate these Terms and/or any Order effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

11.4Effect of Termination or Expiration. The expiration or termination of these Terms will not terminate any Order that is then in effect and not otherwise expressly terminated, and the terms and conditions of these Terms will continue in effect with respect to any such Order until its expiration or termination as set forth herein. Unless otherwise expressly provided in these Terms or the applicable Order:

(a)Upon and after the termination or expiration of these Terms or one or more Orders for any or no reason:

(i)subject to the continuing rights, licenses, and obligations of either Party under these Terms, including this Section 11.4, or any Order, all authorizations and licenses granted hereunder will immediately terminate and the respective parties shall cease all activities concerning, including in the case of Customer, all use of, the expired or terminated Services and related Provider Materials, and, in the case of Provider, the Customer Data;

(ii)Provider shall (A) promptly return to Customer or destroy all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer’s Confidential Information; and (B) permanently erase all Customer Data and Customer’s Confidential Information from all systems Provider directly or indirectly controls; and

(iii)Customer shall pay to Provider all undisputed charges and amounts due and payable to Provider, if any, for Services actually performed under the terminated or expired Order(s).

(b)Notwithstanding any provisions of these Terms or any Order to the contrary, the Receiving Party shall not be required to, or, in the case of Provider, to cause its Subcontractors hereunder to, return, destroy, or erase any Disclosing Party Confidential Information to the extent that any applicable Law prevents it from doing so, in which case the Receiving Party shall retain, in its then current state, all such Confidential Information then within its right of control or possession in accordance with the confidentiality, security, and other requirements of these Terms and perform its obligations under this Section 11.4 as soon as such Law no longer prevents it from doing so.

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

13.Miscellaneous.

13.1Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

13.2Public Announcements. Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to these Terms or, unless expressly permitted under these Terms, otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation, or sponsorship, in each case, without the prior written consent of the other Party.

13.3Notices. Any notice, request, consent, claim, demand, or waiver under these Terms shall be in writing (email to suffice) and addressed to a Party as follows (or to such other address or such other person that such Party may designate from time to time in accordance with this Section 13.3):

If to Provider:

Via email to founders@lrivp.com

If to Customer:

To the email address for Customer set forth on the Order

Notice sent in accordance with this Section 13.3 will be deemed given on the date it is sent, or if such date is a Saturday, Sunday, or holiday in the recipient’s location, then on the first business day following the date it is sent.

13.4Entire Agreement. These Terms, including all Orders and any other documents incorporated herein by reference, constitute the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in these Terms, any Order, and/or any other documents incorporated herein by reference (other than an exception expressly set forth as such therein), the following order of precedence governs: (a) first, these Terms, excluding any Orders; (b) second, any other documents incorporated herein by reference; and (c) third, the applicable Order unless the Parties expressly indicate in the Order an intent to deviate from the terms of the Agreement.

13.5Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either Party may assign these Terms in their entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

13.6Force Majeure. Neither Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent such failure or delay is caused by any acts or events outside the reasonable control of the affected Party (each of the foregoing, a “Force Majeure Event”). The affected Party will (a) provide prompt notice to the other Party, stating the period of time the occurrence is expected to continue, and (b) use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

13.7No Third-Party Beneficiaries. These Terms are for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of these Terms.

13.8Amendment and Modification; Waiver. No amendment to or modification of these Terms is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

13.9Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify these Terms so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

13.10Governing Law; Submission to Jurisdiction. These Terms are governed by and construed in accordance with the internal laws of the State of Washington, U.S.A., without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Washington, in each case located in the city of Seattle and County of King, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

13.11Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party against the other Party arising out of or related to these Terms, the prevailing Party is entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party.