Effective Date: 10/21/2023

These Terms and Conditions ("Agreement") are entered into between you ("Customer") and Sageful AI, Inc., a company headquartered in California, USA ("Sageful AI"). By signing a Sageful AI Order Form that references these Terms and Conditions ("Order Form"), you or the entity you represent ("Customer") unconditionally consent to be bound by and become a party to this Agreement. The provision of services, as specified in the Order Form, is conditioned on and constitutes Customer's assent to the terms of this Agreement to the exclusion of all other terms. In the event of a conflict between these Terms and Conditions and the Order Form, the Order Form shall control.

1. Services and Support

Subject to the terms and conditions of this Agreement, Sageful AI will provide Customer with access to the Services through the Internet. The Services may be modified from time to time at Sageful AI's sole discretion for any purpose deemed appropriate by Sageful AI.

Sageful AI will make commercially reasonable efforts to ensure the Services are available twenty-four (24) hours a day, seven (7) days a week. However, Sageful AI reserves the right to suspend Customer's access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to Sageful AI.

Subject to the terms herein, Sageful AI will provide reasonable support to Customer for the Services from Monday through Friday during Sageful AI's normal business hours.

The parties may agree from time to time to have Sageful AI perform certain additional services ("Additional Services") by describing such Additional Services and any fees on a separate, mutually executed Statement of Work ("SOW") that references this Agreement. Any applicable fees for such Additional Services will be set forth in, and payable in accordance with, the applicable SOW (which shall be paid in accordance with Section 5 below). If Sageful AI provides Additional Services beyond those agreed in an SOW, the Customer will pay Sageful AI at its then-current hourly rates for professional services.

2. Restrictions and Responsibilities

Access to the Services may require the Customer to install certain software applications. Customer agrees to be bound by any End-User Software Agreements that govern the installation and use of such client software applications. If Sageful AI authorizes Customer to distribute any such application to its end user content customers ("End Users"), Customer may do so only after effectively binding such End Users to the applicable End-User Software Agreements provided by Sageful AI for the benefit of Sageful AI.

Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any software, documentation, or data related to the Services ("Software"). Customer will also not use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations, including but not limited to any European privacy laws.

Customer will cooperate with Sageful AI in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required and taking such other actions as Sageful AI may reasonably request.

The customer will designate an employee who will be responsible for all matters relating to this Agreement ("Primary Contact"). Customers may change the individual designated as the Primary Contact at any time by providing written notice to Sageful AI.

Customer hereby agrees to indemnify and hold harmless Sageful AI against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of this Agreement or Customer's use of Services.

Customer will be responsible for maintaining the security of its account, passwords, and files, and for all uses of its account with or without Customer's knowledge or consent.

Customer further acknowledges and agrees to the Terms of Service and Privacy Policy on Sageful AI's website (as they may be updated from time to time), except to the extent expressly and directly in conflict with the terms hereof.

Customer acknowledges and agrees that the Services operate using application programming interfaces (APIs) and/or other services operated or provided by third parties ("Third Party Services"). Sageful AI is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent dependent upon Third Party Services.

3. Confidentiality

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") may disclose Proprietary Information. The Receiving Party agrees not to divulge such Proprietary Information to third parties, to limit access to such Proprietary Information to its employees with a need to know and to use the same security precautions to protect such Proprietary Information as it uses for its own proprietary information.

The Receiving Party's obligations with respect to Proprietary Information shall not apply to information that the Receiving Party can demonstrate: (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it by a third party without restriction; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.

Both Parties may disclose the existence but not the terms and conditions of this Agreement unless such disclosure is approved in writing by both Parties prior to such disclosure.

4. Intellectual Property Rights

Sageful AI retains all intellectual property rights relating to the Service, the Software, and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any third party relating to the Service and/or the Software. Customer shall not copy, distribute, reproduce, or use any of the foregoing except as expressly permitted under this Agreement.

Sageful AI may obtain and process certain content and data provided by or on behalf of Customer ("Content") to perform its obligations under this Agreement. Customer and its licensors shall have and retain all rights and sole ownership of all Content. If Sageful AI receives any notice or claim that any Content, or activities hereunder with respect to any Content, may infringe or violate the rights of a third party (a "Claim"), Customer shall indemnify Sageful AI from all liability, damages, costs, and expenses, including but not limited to reasonable attorney's fees, in connection with the defense of the Claim.

5. Payment

The customer will pay Sageful AI the fees described in the Order Form for the Services in accordance with the terms therein (the "Fees"). Sageful AI reserves the right to modify its Fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to Customer, which notice may be provided by e-mail. All pricing terms are confidential, and Customer agrees not to disclose them to any third party.

Payment obligations are non-cancelable and, except as expressly stated in this Agreement, fees paid are non-refundable. All pre-paid licenses need to be activated within one year from the invoice date or they will expire. In the event Sageful AI does not receive payment in full within thirty (30) days after the date of invoice, Sageful AI may, without limiting its other rights and remedies, suspend Customer's access to the Service until such payment is received.

6. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. Any action arising out of or related to this Agreement will be brought exclusively in the federal or state courts located in the State of California, and the parties consent to the personal jurisdiction of these courts.

7. Contact Information

If you have any questions or concerns about these Terms and Conditions, please contact us at support@sageful.ai.