These General Terms and Conditions (this “Agreement”) are a binding contract between you or the entity you represent (“Customer,” “you,” or “your”) and Kuiper OpCo, LLC d/b/a SNH AI (“Provider,” “we,” or “us”). This Agreement governs your access to and use of the Services. Services provided under this Agreement are for business or commercial, and not personal or consumer, use.

THIS AGREEMENT TAKES EFFECT AT AND AS OF THE EARLIER OF (i) THE EFFECTIVE DATE OF AN ORDER EXECUTED BY YOU THAT INCORPORATES THIS AGREEMENT BY REFERENCE, OR (ii) YOUR ACCESS OR USE OF THE SERVICES (the “Effective Date”). BY EXECUTING AN ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE OR ACCESSING OR USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT ON YOUR BEHALF OR ON BEHALF OF THE ENTITY YOU REPRESENT IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY AND AGREE THAT YOU OR SUCH ENTITY, AS APPLICABLE, ARE LEGALLY BOUND BY ITS TERMS.

1.                   Definitions.

“Aggregated Statistics” has the meaning set out in Section 2(d).

“AI Customer Input” means information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services or any AI Feature, which may include, for the avoidance of doubt, Personal Information.

“AI Customer Output” means information, data, materials, text, images, code, works, or other content generated by or otherwise output from the Services or any AI Feature in response to an AI Customer Input, which may include, for the avoidance of doubt, Personal Information.

“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.

“API” means any application programming interface Provider makes available in connection with the Services reflected in the Customer’s Order.

“Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer under this Agreement and (ii) for whom access to the Services has been purchased hereunder.

“Confidential Information” has the meaning set out in Section 5.

“Contact Data” means information, data, or other content either provided by Customer, or otherwise collected from Customer or any Authorized User by or on behalf of Provider, in connection with the provision of Services hereunder, that in each case constitutes, contains, reflects, or otherwise relates to any business, personal, commercial, or individual contact information.

“Customer Data” means AI Customer Input and AI Customer Output, but expressly excluding both Aggregated Statistics and Contact Data.

“Documentation” means Provider’s user manuals, handbooks, model cards, and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form.

“Fees” has the meaning set out in Section 4.

“Losses” has the meaning set out in Section 9(a)(i).

“Order” means an ordering document or online order entered into between you and us that references this Agreement and describes the Services you are subscribing to.

“Personal Information” means information that Customer provides or for which Customer provides access to Provider, or information which Provider creates or obtains on behalf of Customer, in accordance with this Agreement that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to identify or authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, genetic, health, or health insurance data, answers to security questions, an individual’s internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual’s commercial, employment, or education history, and other personal characteristics and identifiers), in case of both subclauses (i) and (ii), including Sensitive Personal Information. Customer’s business contact information is not by itself Personal Information.

“Privacy Policy” has the meaning set out in Section 6.

“Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to 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, process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.

“Provider IP” means the Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data. Provider IP includes all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of the Services.

“Security Incident” means any unauthorized access to or disclosure or acquisition of Personal Information.

“Sensitive Personal Information” means an individual’s (i) government-issued identification number, including Social Security number, driver’s license number, or state-issued identification number; (ii) financial account number, credit report information, or credit, debit, or other payment cardholder information, with or without any required security or access code, personal identification number, or password that permits access to the individual’s financial account; (iii) biometric, genetic, health, or health insurance data; (iv) geolocation data; or (v) information regarding their racial or ethnic origin, religious beliefs, sex life or sexual orientation, union membership, or citizenship or immigration status.

“Service Suspension” has the meaning set out in Section 2(f).

“Services” means the services provided by Provider under this Agreement that are reflected in the Order, including the AI Features and any APIs.

“Term” has the meaning set out in Section 11(a).

“Third-Party Claim” has the meaning set out in Section 9(a)(i).

“Third-Party Products” means any products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the Services, including any third-party AI Technology.

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

2.                   Access and Use.

(a)                 Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for your internal business operations by Authorized Users under these terms and conditions. Provider shall provide you the necessary passwords and access credentials to allow you access to the Services.

(b)                Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.

(c)                 Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of all or any part of the Services, the Documentation, the AI Technology, or any AI Feature, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, or duplicate the Services, reproduce Training Data, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the Services, in whole or in part; (iv) access or use the Services or any AI Customer Output to develop, train, or improve any other AI Technology or other competing or similar product or service; (v) use web scraping, web harvesting, web data extraction or any other method to extract data from the Services or any AI Customer Output; (vi) remove any proprietary notices from the Services or Documentation; (vii) use the Services to create or generate AI Customer Output, or use AI Customer Output in a manner, that you know or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; or (viii) submit, enter, post, or otherwise transmit or Process any Personal Information through the Services in breach or violation of any applicable law, regulation, or rule.

(d)                Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information and anonymized Personal Information related to or obtained in connection with the provision and operation of the Services (“Aggregated Statistics”). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You agree that Provider may use and make publicly available Aggregated Statistics to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

(e)                 Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP or Third-Party Products.

(f)                  Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any other Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP, to Provider, or to any other customer or vendor of Provider; (C) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Provider’s provision of the Services to Customer or any other Authorized User is prohibited by any applicable law, regulation, or rule; (F) Customer’s or any Authorized User’s access to or use or receipt of all or any portion of the Services is prohibited by, or in breach or violation of, any applicable law, regulation, or rule; or (G) Customer is using the Services in material violation of Section 2(c); (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access and use the Services; or (iii) in accordance with Section 4 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

3.                   Customer Responsibilities.

(a)                 Acceptable Use; Provider Policies. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity. You shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, requirements, and policies that may be posted on https://www.snh-ai.com/services-addenda or https://www.snh-ai.com/policies from time to time, which are hereby incorporated herein by reference.

(b)                Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.

(c)                 Use of AI Customer Output. You are solely responsible for (i) evaluating (including by human review) AI Customer Output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on the AI Customer Output and (ii) your decisions, actions, and omissions in reliance or based on the AI Customer Output.

(d)                Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify us about any unauthorized access to your passwords or access credentials.

(e)                 Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, these Third-Party Products are subject to their own terms and conditions which may be presented to you for acceptance by website link or otherwise. The Services may also include or incorporate Third-Party Products licensed or provided by third parties that require us to pass through additional terms to you. You shall comply with all such applicable pass-through terms as made available to you via Provider’s website, through the Documentation, or otherwise, as such terms may be updated, modified, or added from time to time. We may add or remove Third-Party Products from time to time. If you do not agree to abide by the applicable terms for any Third-Party Products, then you should not install, access, or use these Third-Party Products or any Services that include or incorporate these Third-Party Products. 

(f)                  Data Privacy and Security. You will:

(i)                  Be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information obtained by your or any of your Authorized Users, under your or any of your Authorized Users’ control, or in your or any of your Authorized Users’ possession.

(ii)                Comply with all applicable laws and regulations, and use only secure methods, according to accepted industry standards, when transferring or otherwise making available Personal Information to Provider.

4.                   Fees and Payment. Customer shall pay Provider the fees as described on the Order (“Fees”) within thirty (30) days from the invoice date without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if the failure continues for thirty (30) days or more, Provider may suspend, under Section 2(f), Customer’s and all other Authorized Users’ access to any portion or all of the Services until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement 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.

5.                   Confidential Information. From time to time during the Term, Provider and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Without limiting the foregoing, Provider IP is Provider’s Confidential Information and Customer Data is Customer’s Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure regarding Confidential Information are effective as of the date the Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, for any Confidential Information that constitutes a trade secret (as determined under applicable law), those obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as the Confidential Information remains subject to trade secret protection under applicable law.

6.                   Information & Data Security; Privacy.

(a)                 Privacy Policy. Provider complies with its privacy policy, available at https://www.snh-ai.com/policies (“Privacy Policy”), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

(b)                Information Security. Provider will:

(i)                  Use and disclose Personal Information only for the purposes for which Customer provides the Personal Information, or access to it, pursuant to the terms and conditions of this Agreement, and not use or otherwise disclose or make available Personal Information for Provider’s own purposes without Customer’s prior written consent, except in each case (x) to the extent required by applicable law or regulation, and (y) that Provider may aggregate, de-identify, or anonymize Personal Information and use such aggregated, de-identified, or anonymized data, which shall no longer be considered Personal Information, for its own research and development purposes.

(ii)                Provider will employ reasonable security measures to protect Personal Information in accordance with accepted industry standards. Provider will employ additional security measures to protect Sensitive Personal Information, including industry standard data encryption.

(c)                 Security Incident Procedures.

(i)                  Provider maintains a cyber incident breach response plan in accordance with accepted industry standards (“Cyber Incident Response Plan”) and will implement the procedures required under such plan on the occurrence of a Security Incident.

(ii)                Provider will notify Customer of a Security Incident as soon as reasonably practicable after Provider becomes aware of it.

(iii)              Immediately following Provider’s notification to Customer of a Security Incident, the parties will coordinate with each other, as necessary, to investigate the Security Incident in accordance with Provider’s current Cyber Incident Response Plan.

(d)                Security Controls Review or Audit. At least annually, Provider will obtain a security controls review or audit performed by an independent third party based on recognized industry standards. Provider will make results of such controls review or audit available to Customer upon request and will timely address any noted exceptions.

(e)                 Return or Disposal of Personal Information. At any time at Customer’s written request, Provider will promptly return to Customer or securely dispose of all Personal Information in its possession. If Provider is not reasonably able to return or securely dispose of Personal Information, including, but not limited to, Personal Information stored on backup media, Provider will continue to protect such Personal Information in accordance with the terms of this Agreement until such time that it can reasonably return or securely dispose of such Personal Information. Notwithstanding the foregoing or anything to the contrary, Provider may retain copies of Personal Information (i) in an aggregated, de-identified, or anonymized form (including without limitation Aggregated Statistics) in compliance with the other terms and conditions of this Agreement, or (ii) to the extent required in order to comply with applicable law or Provider’s bona fide internal document retention policies.

7.                   Intellectual Property Ownership.

(a)                 Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, for Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. Customer acknowledges and agrees that Customer is expressly prohibited from reproducing, distributing, or otherwise using or displaying the Provider IP except solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein.

(b)                Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data, except as set out in Section 7(a) with respect to Provider IP and Third-Party Products incorporated into AI Customer Output and subject to the license granted herein. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to (i) reproduce, distribute, and otherwise use and display the Customer Data and Process the Customer Data as may be necessary for Provider to provide the Services to Customer and (ii) use, modify, and adapt aggregated and anonymized AI Customer Input and AI Customer Output to train, develop, adapt, modify, enhance, or improve the Services and/or other products or services. Notwithstanding anything in this Agreement to the contrary, unless prohibited by applicable law, we may delete Customer Data at any time if we determine that Customer Data violates the terms of this Agreement or that deletion is necessary to comply with applicable law.

8.                   Customer Warranty; Provider Disclaimer of Warranties.

(a)                 Customer Warranty. You represent, warrant, and covenant that (i) you own or otherwise have and will continuously have all necessary rights, permissions, and consents in and relating to the Customer Data so that, as received by Provider and Processed in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, privacy rights or other legal or contractual rights of any third party or violate any applicable law, regulation, or rule; and (ii) will immediately notify Provider in the event that any of the representations, warranties, or covenants set forth in the foregoing clause (i) is or becomes inaccurate in any respect.

(b)                THE SERVICES AND AI CUSTOMER OUTPUT ARE PROVIDED “AS IS” AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING ANY AI OUTPUTS, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE SERVICES AND AI TECHNOLOGY, AI CUSTOMER OUTPUT (I) MAY BE INACCURATE, (II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATE FOR OTHER CUSTOMERS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION, AND (IV) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES.

9.                   Indemnification.

(a)                 Provider Indemnification.

(i)                  Provider shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”), incurred by Customer resulting from any third-party (including any governmental or regulatory body, agency, or similar governmental organization) claim, suit, action, or proceeding (“Third-Party Claim”) alleging that the Services, or Customer’s or any Authorized User’s use thereof in accordance with this Agreement, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets, provided that Customer promptly notifies Provider in writing of the Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.

(ii)                If such a Third-Party Claim is made or Provider anticipates such a Third-Party Claim will be made, Customer agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

(iii)              This Section 9(a) will not apply to the extent that any such Third-Party Claim arises from (A) Customer’s or any other Authorized User’s use of the Services or AI Customer Output in combination with any products, services, or software not provided by Provider; (B) modifications to the Services or AI Customer Output other than by Provider; (C) AI Customer Input or other Customer Data other than AI Customer Output; (D) Third-Party Products, including those accessible through but not incorporated into the Services (including to the extent allegedly infringing AI Customer Output derives from content from a Third-Party Product); (E) Customer’s disablement or circumvention of any applicable source citation, filtering, or safety tools or functions of the AI Features or Services; (F) Customer’s breach or violation of this Agreement or any applicable law, rule or regulation; or (G) trademark violations resulting from Customer’s use of the AI Customer Output in trade or commerce.

(b)                Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider, its affiliates and service providers, and each of its and their respective officers, directors, employees, agents, affiliates, successors, and assigns, from and against any and all Losses arising from or relating to any Third-Party Claim based upon, caused by, arising out of, resulting from or in connection with, or relating to (i) Provider’s, Customer’s, or any Authorized User’s access to or use of any Customer Data, or any Processing thereof, in each case in accordance with this Agreement; or (ii) Customer’s or any Authorized User’s (w) negligence (including gross negligence), or willful misconduct, (x) breach of any applicable law, rule, or regulation, (y) breach of, or failure to perform under, any contract or agreement between Customer or any Authorized User and such third party, or (z) breach of or failure to perform under any of the terms, conditions, covenants, or agreements set forth in, or any use of the Services in any manner not expressly authorized by, this Agreement; provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

(c)                 Sole Remedy. THIS SECTION 9 SETS OUT CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR AI CUSTOMER OUTPUT INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

10.                Limitations of Liability. EXCEPT FOR ANY LOSSES (i) ARISING OUT OF OR RESULTING FROM PROVIDER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTION 5, OR (ii) INDEMNIFIBALE BY PROVIDER PURSUANT TO SECTION 9, IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT FOR ANY LOSSES (i) ARISING OUT OF OR RESULTING FROM PROVIDER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTION 5, OR (ii) INDEMNIFIBALE BY PROVIDER PURSUANT TO SECTION 9, IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER BY OR ON BEHALF OF CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.                Term and Termination.

(a)                 Term. The term of this Agreement begins on the Effective Date and continues for the period set out in the Order (the “Initial Term”). Upon expiration of the Initial Term, this Agreement and the Services specified in the Order shall automatically renew for additional successive one-year terms (each, a “Renewal Term,” and together with the Initial Term, collectively, the “Term”) unless earlier terminated pursuant to this Agreement’s express provisions or by either party giving the other party written notice of non-renewal at least 60 days prior to the expiration of the then-current Term.

(b)                Termination. In addition to any other express termination right set out in this Agreement:

(i)                  Provider may terminate this Agreement (x) upon thirty (30) days’ advance notice, for any reason, or (y) immediately, upon notice to Customer, in the event Provider determines, in its sole, good-faith discretion, that all or any part of the Services, or the use thereof or access thereto by Customer or any Authorized User, could reasonably be found to be in breach or violation of any applicable law, rule, or regulation.

(ii)                Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, 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.

(iii)              Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) 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; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) 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.

(c)                 Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Customer shall immediately discontinue use of the Services, the AI Technology, and the Provider IP. No expiration or termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before that expiration or termination, or entitle Customer to any refund. Notwithstanding the foregoing and for the avoidance of doubt, Provider shall not be obligated to delete, destroy, or disable any modifications, developments, or improvements to the Services, AI Technology, AI Features, or any other products or services resulting from Provider’s use of Customer Data pursuant to Section 7(b)(ii), except as otherwise be required under applicable law.

(d)                Survival. This Section 11(d), Sections 4, 5, 7, 8, 9, 10, 13, 14, 15, and 16, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive termination or expiration.

12.                Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on the posting thereof to https://www.snh-ai.com/terms-and-conditions. You will also be notified of modifications through direct email communication and/or via notice provided on your user billing portal. You are responsible for reviewing and becoming familiar with any modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. 

13.                Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.

14.                US Government Rights. Each of the software components that constitute the Services and the Documentation is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

15.                Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Delaware 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 Delaware. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Austin and County of Travis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

16.                Miscellaneous. This Agreement, including the Order and any documents or addenda incorporated by referenced herein or therein, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof 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 body of this Agreement and the Order, the body of this Agreement controls unless the parties expressly indicate in the Order an intent to deviate from the terms of this Agreement. Any notices to us must be sent to support@snh-ai.com or our corporate headquarters address at 301 Congress Ave, Suite 1875, Austin, Texas, 78701, and must be delivered either in person, by email, certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.