Terms of Use

Terms Of Use Extella.Ai

Effective Date: 01 March 2026

Last Updated: 11 March 2026

These Terms of Use (“Terms”) are a binding agreement between you (“you” or “User”) and Chariot Technologies Lab, Inc., a Delaware corporation with a principal place of business at 131 Continental Drive, Suite 301, Newark, DE 19713-4323 US (“Company”, “we”, “us”, or “our”). These Terms govern your access and use of the EXTELLA.AI web-based service, including any websites, applications, interfaces, dashboards, APIs (if any), software, documentation, and related services we provide (collectively, the “Service”).

1.1. Agreement. These Terms of Use (“Terms”), together with the Privacy Policy (as defined below)

and any Supplemental Terms (as defined below) that you affirmatively accept (if any), constitute a legally binding agreement (the “Agreement”) between you and Company governing your access to and use of the Service. This Agreement applies to all visits to, and all access to or use of, the Service, whether or not you create an Account, and regardless of how you access the Service (e.g., via web browser, mobile web, or any other interface we make available). If you are using the Service on behalf of an entity, “you” includes that entity, and you represent and warrant that you have authority to bind that entity to this Agreement.

1.2. Privacy Policy. Our privacy policy (the “Privacy Policy”) describes how we collect, use,

disclose, and otherwise process personal information and certain other data in connection with the Service. Your access to and use of the Service is subject to the Privacy Policy. You acknowledge that you have reviewed the Privacy Policy and agree that Company’s processing of personal information will be governed by the Privacy Policy and Applicable Law. If you do not agree to the Privacy Policy, you must not access or use the Service.

1.3. Supplemental Terms. Certain portions of the Service (including features, tools, integrations,

trials, promotional offers, paid plans or subscriptions (if offered), beta/preview/experimental functionality, APIs (if any), or other offerings) may be subject to additional terms, guidelines, disclosures, limitations, or rules (collectively, “Supplemental Terms”). Supplemental Terms will be presented to you for acceptance (for example, via click-through terms within the Service) or otherwise made available to you in a manner that requires your affirmative acceptance before the applicable feature or offering is enabled for your Account. Supplemental Terms are incorporated into this Agreement by reference upon your acceptance of them. If there is a conflict between Supplemental Terms and these Terms, the Supplemental Terms will control only with respect to the specific feature or offering they govern, and these Terms will continue to govern all other aspects of the Service.

1.4. Changes to the Agreement. Company may amend, modify, or update these Terms at any time,

for any reason, in its sole discretion. When we do, we will make the updated version available through the Service (including by posting it on the Service) and update the “Last Updated” date at the top of the Terms. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, ANY

POSTED. Company is not required to provide you with any specific notice of changes, except where Applicable Law requires notice and/or consent. Material Changes. If we make changes that we reasonably determine are material, we will provide additional notice (for example, via an in-product notice, by email to the address associated with your Account, or other legally permitted means). Unless a shorter timeframe is required for security, legal, or operational reasons, we will provide such notice at least ten (10) days before the updated Terms become effective for existing Users, or such longer period as may be required by Applicable Law. We may also require you to affirmatively accept the updated Terms (e.g., by clicking “I agree”) as a condition to continued access to or use of the Service. For avoidance of doubt, changes to these Terms will not apply retroactively to any dispute, claim, or controversy between you and Company that arose before the effective date of the updated Terms; in that case, the version of these Terms in effect at the time the dispute arose will govern that dispute, unless Applicable Law requires otherwise. You are responsible for reviewing the Terms regularly and for discontinuing use of the Service if you do not agree to any updated version.

1.5. Your Acceptance of Updates. BY CONTINUING TO ACCESS OR USE THE SERVICE

UPDATED TERMS. If you do not agree to any updated Terms, you must stop using the Service immediately.

2. DEFINITIONS

“Account” means the registered account associated with a User; “Adult” means an individual at least 18 years old and the age of majority in their place of residence (if higher); “AI Model” means any machine-learning or artificial intelligence model used by the Service, including third-party models accessed via API; “Applicable Law” means all applicable laws, rules, regulations, and binding governmental requirements; “Authorized User” means any person you expressly authorize to access or use the Service under your Account, including (for Entity accounts, if and when supported by the Service) your employees, contractors, and agents, and any person who accesses the Service under your Account credentials until you notify us of unauthorized access and we have had a reasonable opportunity to take protective measures; “Batch” means a batch of demands administered under Section 17.11; “Beta Features” means features labeled “alpha”, “beta”, “preview”, “experimental”, or similar, as described in Section 5.6; “Content” means any text, data, information, files, documents, images, audio, video, code, or other materials; “Company Parties” means Company and its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, contractors, agents, licensors, suppliers, and service providers; “Credits” means prepaid usage units purchased, granted, or earned that can be used to access certain Service functionality, as described in Section 8; “Credit Rules” means the in-Service disclosures governing Credits described in Section 8.2; “Dispute” means any dispute, claim, or controversy between you and Company arising out of or relating to this Agreement or the Service; “Expert(s)” means executable modules containing scripts, functions, tools, APIs, any types of software (including but not limited to AI and ML models) or callable routines created by you, created by the Service at your direction, or made available by the Service (including templates) that may be executed or used within the Service to perform certain tasks; “Feedback” means suggestions, ideas, or other feedback you submit about the Service; “Fees” means prices and charges for Credits, Subscriptions, and other paid features as described in Section 8.5; “Inputs” means Content you provide to the Service for processing, including prompts, files, links, structured data, and Variables; “Intellectual Property Rights” means all intellectual property and proprietary rights, including rights in patents, copyrights, trademarks, service marks, trade dress, trade secrets, database rights, moral rights (to the extent recognized), and all other similar rights worldwide, whether registered or unregistered; “Mass Filing” means a mass filing as described in Section 17.11; “Notice of Dispute” means a notice submitted under Section 17.2(a); “Outputs” means Content generated, returned, or surfaced by the Service in response to Inputs, including responses, summaries, classifications, recommendations, generated code, Experts, and Pipelines; “Payment Processor” means a third-party payment processor used to process payments as described in Section 8.11; “Pipeline(s)” means combinations of Experts (and/or other steps or auxiliary modules) either fixed or orchestrated by AI model and configured to perform repeatable automation workflows; “Privacy Policy” means Company’s privacy policy referenced in Section 1.2; “Promotions” means free trials, promotional Credits, discount codes, or other offers as described in Section 8.10; “Sensitive Personal Information” means (i) government-issued identification numbers; (ii) biometric identifiers; (iii) genetic data; (iv) passwords not required for Service use; (v) financial account credentials; (vi) payment card numbers (except as processed by our Payment Processor); and (vii) any other information designated as sensitive under Applicable Law; “Service IP” means the Service and all underlying software, systems, architecture, user interfaces, designs, documentation, algorithms, and intellectual property rights therein (excluding User Content); “Systems” means the infrastructure used to provide the Service, including servers, networks, systems, and related technology; “Subscription” means a recurring paid plan (if offered) that provides access to the Service for a defined term and may renew automatically; “Third-Party AI Services” means third-party AI models and related services used by the Service as described in Section 5.2; “Third-Party Services” means any third-party sites, platforms, software, data sources, plugins, integrations, or services you connect to, use, or access via the Service; “Third-Party Materials” means third-party software, content, or open-source components described in Section 12.6; “U.S. User” means a User who resides in the United States or accesses or uses the Service from the United States; “User Content” means Inputs and any other Content you submit, upload, transmit, or make available through the Service, including Experts and Pipelines you create, excluding Feedback; “Usage Data” means de-identified and/or aggregated data derived from your use of the Service as described in Section 9.7; “Variables” means secrets, tokens, credentials, keys, or configuration values you provide for a specific task execution or integration; “You” / “User” means the individual or entity accessing or using the Service. If you use the Service on behalf of an entity, “you” includes that entity.

3. ELIGIBILITY

3.1. Eligibility. You must be an Adult to access or use the Service. By accessing or using the Service,

you represent and warrant that you are an Adult. If you are not an Adult, you may not access or use the Service. We do not knowingly allow individuals under 18 to use the Service, and we do not knowingly collect personal information from individuals under 18. If we learn that you are not an Adult, we may suspend or terminate your Account and access to the Service and, to the extent permitted by Applicable Law and our Privacy Policy, delete or de-identify your Account information and associated User Content. Notwithstanding the foregoing, we may retain certain information as required by Applicable Law or as necessary for legal, security, fraud-prevention, and audit purposes.

3.2. Authority for Entity Use. If you access or use the Service on behalf of a company, organization,

or other legal entity (an “Entity”), you represent and warrant that: (a) you have full legal authority to bind that Entity to this Agreement; (b) you have obtained all required corporate or organizational approvals; and (c) your acceptance of this Agreement is made in your capacity as an authorized representative of that Entity. In that case, “you” and “User” include both you and that Entity, and that Entity is responsible for all acts and omissions of Authorized Users who access or use the Service through the Entity’s Account(s). If you do not have such authority, you must not access or use the Service on behalf of an Entity.

3.3. Compliance With Law. You may access and use the Service only if you are not prohibited from

doing so under Applicable Law. You are solely responsible for ensuring that your access to and use of the Service (including any Inputs you provide and any actions you take based on Outputs) complies with Applicable Law. Without limiting the foregoing, you may not use the Service for any unlawful purpose or in any manner that violates laws applicable to you or to Company.

3.4. Geographic Availability. The Service may be available globally; however, we do not represent

that the Service is appropriate, lawful, or available for use in every jurisdiction, and not all features may be available in all locations. We may limit, restrict, or refuse access to the Service (in whole or in part) in certain countries or regions, or to certain users, at any time, including to comply with Applicable Law, contractual obligations with Third-Party Services, or risk management requirements. If you access the Service from outside the United States, you acknowledge that your data may be processed, stored, and transferred to the United States and other jurisdictions, and you are responsible for compliance with local laws regarding online conduct and acceptable content.

3.5. Export Controls and Sanctions. The Service is subject to U.S. export controls and economic

sanctions laws and may also be subject to export or sanctions laws of other jurisdictions. You represent and warrant that neither you nor any Entity you represent, nor any Authorized User: (a) is located in, ordinarily resident in, or organized under the laws of any jurisdiction that is the target of comprehensive U.S. sanctions or embargoes to the extent prohibited by U.S. law; (b) is listed on, or owned or controlled by any person listed on, any U.S. government list of prohibited or restricted parties (including lists maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, or the U.S. Department of Commerce); or (c) will access or use the Service in violation of U.S. export controls or sanctions. You further represent and warrant that you will not use, export, re-export, transfer, or disclose the Service, Outputs, or any related technical data in violation of Applicable Law, including U.S. export controls and sanctions, and you will not use the Service for any prohibited end use under Applicable Law. Company may block, suspend, or terminate access to the Service if we determine, in our sole discretion, that your access or use may violate Applicable Law or expose Company to legal or regulatory risk.

3.6. Verification and Refusal of Service. We may take reasonable steps to verify your eligibility and

compliance with this Section 3, including requesting additional information or documentation. We may refuse, restrict, suspend, or terminate access to the Service if we reasonably believe you are not eligible or are using the Service in violation of this Agreement or Applicable Law.

4. ACCOUNT REGISTRATION

4.1. Registration. To access certain features of the Service, you must create an Account. When you

register, you must provide accurate, current, and complete information and maintain it as accurate, current, and complete at all times. You agree not to: (a) provide false or misleading information;

• (b) impersonate any person or entity; (c) create an Account for anyone other than yourself except

as permitted for use on behalf of an Entity; or (d) use temporary or disposable email addresses to circumvent Account limits or enforcement actions. We may reject, reclaim, or require changes to any Account information (including usernames) that we determine, in our sole discretion, violates third-party rights, is misleading, is offensive, or is otherwise inappropriate.

4.2. Account Security. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, you

are responsible for maintaining the confidentiality of your Account credentials and for all activity under your Account, whether or not authorized by you, including activity by any Authorized Users. You must use reasonable security practices to protect your Account, including maintaining strong authentication credentials, keeping your device and software reasonably updated, and promptly installing security patches. If the Service offers multi-factor authentication or other security features, you agree to enable and use them where available. You will promptly notify Company if you believe your Account credentials have been compromised.

4.3. No Sharing, No Transfer. Except as expressly permitted by Company in writing (including for

Authorized Users under an Entity account, if applicable), you may not sell, rent, lease, sublicense, transfer, assign, or otherwise allow any third party to access your Account or use your credentials. You may not “share” access to paid features or Credits through credential sharing or similar means. You are responsible for all use of the Service through your Account, including any access you provide to any device, browser profile, or session associated with your Account.

4.4. Unauthorized Access. You must promptly notify us at support@extella.ai if you suspect

unauthorized access, loss or theft of credentials, or any security incident related to your Account or your use of the Service. We may require information reasonably necessary to verify your identity, validate your request, and investigate, and you agree to cooperate in good faith with our investigation and remediation efforts. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, you acknowledge that delaying notice may increase harm and may limit the remedies available to you.

4.5. User-Provided Variables and Third-Party Credentials. The Service may allow you to provide

Variables for specific task execution, including credentials, API tokens, keys, cookies, or similar access information for Third-Party Services. You acknowledge and agree that:

• (a) Your Responsibility. You are solely responsible for what Variables you provide, the

scope and permissions you grant, any actions taken and any fees or costs incurred through those Variables (including actions taken automatically by Experts or Pipelines or any actions you initiate);

• (b) Authority and Consents. You represent and warrant that you have all rights and

authority to provide the Variables and to authorize the Service to use them for the requested task, including any required consents from the applicable Third-Party Service or other rights holders;

• (c) No Custody of Third-Party Secrets. Company does not store your Third-Party Service

passwords or API keys as general account-level credentials. Variables are provided by you for specific task execution and may be processed as necessary to perform the task;

• (d) Least Privilege. You are responsible for applying least-privilege principles (e.g., using

restricted scopes, short-lived tokens, and rotation) and for revoking or rotating Variables if you suspect compromise;

• (e) Attribution and Liability. Third-Party Services may attribute actions performed via the

Service to you. Company is not the provider of any Third-Party Service (including any third-party AI services) and is not responsible for their acts or omissions, availability, security, or your relationship with them. Company is not responsible for any consequences arising from third-party detection, restriction, suspension, termination, penalties, or other actions due to automated operations or the use of Variables.

4.6. Access Controls. We may implement and enforce reasonable technical and operational measures

to protect the Service and Users, including rate limits, session limits, device verification, anomaly detection, and automated or manual review for suspected fraud, abuse, or security threats. We may require you to reset credentials, enable additional security steps, or take other actions as a condition to continuing to use the Service.

4.7. No Guarantee Against Compromise. We use reasonable measures designed to protect the

Service, but no system is fully secure and we do not guarantee that unauthorized access, hacking, data loss, or other security incidents will not occur. YOU ACKNOWLEDGE AND ACCEPT

The Security Risks Inherent To Internet-Based Services And Agree That

YOU USE THE SERVICE AT YOUR OWN RISK. Nothing in this Agreement limits any non-waivable rights you may have under Applicable Law.

4.8. Account Suspension for Protection. To protect you, other Users, and the Service, we may

suspend access to your Account (in whole or in part) if we reasonably believe: (a) your Account has been compromised; (b) your Account is being used fraudulently or in violation of this Agreement; or (c) suspension is necessary to comply with Applicable Law. Where practicable, we will provide notice and instructions to restore access.

4.9. Account Communications. You agree that we may contact you at the email address associated

with your Account for operational, security, and administrative purposes (including notices of suspicious activity), and that such communications are part of your relationship with us and not “marketing” communications. You may opt out of marketing communications (if any) as described in the Service or applicable messages; however, you cannot opt out of operational, security, or administrative communications.

5. SERVICE DESCRIPTION

5.1. Service Overview. The Service is a web-based, hosted software-as-service offering that may be

provided through a web interface, desktop application, or other client software as decided by the Company. The Service may include a chat-based AI-assisted functionality and workflow automation tools that enable creation of AI agents, Experts, Pipelines to perform particular tasks at User’s request. The Service may allow you to configure task parameters, provide Inputs, connect Third-Party Services, and initiate automated actions; you are responsible for defining the scope and intent of such actions and for reviewing Outputs before use.

5.2. Third-Party AI Providers. The Service may use third-party AI models and related services

(“Third-Party AI Services”). Company acts as an intermediary that may (a) route your Inputs to Third-Party AI Services, (b) aggregate token or compute usage, and (c) provide additional architecture, orchestration, tooling, and user interfaces. Company is not the provider of Third-Party AI Services and does not control the internal operation, training data, or model behavior of Third-Party AI Services. Third-Party AI Services may be subject to separate terms, acceptable use policies, safety policies, content restrictions, or technical limitations imposed by their providers. Company may change or substitute Third-Party AI Services at any time and at its sole discretion (including model versions and vendors), subject to Applicable Law. You acknowledge and agree that Third-Party AI Services may apply content moderation, safety filters, or other controls that may refuse, restrict, filter, block, modify, or truncate certain Inputs or Outputs, or limit access to certain capabilities, and that such controls may change over time without notice. Company does not control and is not responsible for any such refusals, restrictions, filtering, blocking, modifications, truncation, limitations, or related decisions by Third-Party AI Services, including any resulting unavailability of features, incomplete task execution, or inability to generate Outputs. TO THE MAXIMUM EXTENT PERMITTED BY

5.3. Third-Party Services and Integrations. The Service may interoperate with third-party services,

platforms, or integrations (“Third-Party Services”) that you provide. You are solely responsible for obtaining and maintaining any required accounts, permissions, and authorizations for Third-Party Services and for complying with all applicable Third-Party Service terms. You authorize Company to access and use Third-Party Services (including by transmitting Inputs, Variables, and other data as necessary) to perform tasks you request or initiate through the Service. Company does not endorse and is not responsible for Third-Party Services, including their availability, security, accuracy, or data practices. Actions performed through Third-Party Services (including via Variables) may be attributed to you by the third party.

5.4. Availability. The Service may be unavailable from time to time due to scheduled or unscheduled

maintenance, outages, security measures, capacity constraints, third-party dependencies, or other reasons. Unless we enter into a separate written service-level agreement signed by Company, we do not provide any uptime, availability, performance, support response, or disaster recovery guarantees. We may, in our discretion, perform maintenance that affects availability, and we may change our maintenance practices at any time.

5.5. Changes to the Service. We may add, modify, suspend, limit, or discontinue any part of the

Service at any time, including features, interfaces, Experts, Pipelines, integrations, supported Third-Party Services, supported Third-Party AI Services, model tiers, or usage limits, subject to Applicable Law. We may also impose or modify technical limitations (including rate limits, concurrency limits, or feature gating) to protect the Service, manage capacity, comply with law, or improve user experience.

5.6. Beta and Experimental Features. Certain features may be labeled “alpha”, “beta”, “preview”,

“experimental”, or similar (“Beta Features”). Beta Features may be modified, disabled, removed, or discontinued at any time, may have reduced reliability, and may not be supported. Beta Features are provided “AS IS” AND “AS AVAILABLE”, may contain bugs or errors, and may result in data loss, incorrect Outputs, or other failures. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Company disclaims any warranties, service commitments, and support obligations with respect to Beta Features.

5.7. No Storage or Preservation Obligation. Except as expressly stated in this Agreement or

required by Applicable Law, Company has no obligation to store, archive, maintain, or provide you with a copy of any Inputs, Outputs, configurations, Experts, Pipelines, or other User Content, and we are not liable for any loss or corruption of such data. Notwithstanding the foregoing, Company may retain or delete such data in its discretion, including as described in the Privacy Policy or as required by Applicable Law.

6. ARTIFICIAL INTELLIGENCE DISCLAIMER AND USER RESPONSIBILITY

6.1. You Are Interacting With AI. You acknowledge and agree that you are interacting with an

AI-driven system and that some or all Outputs may be generated automatically, including through Third-Party AI Services. You further acknowledge that the Service may generate Outputs based on Inputs you provide and other contextual information available within your Account (if any), and that Outputs may vary for the same or similar Inputs.

6.2. Probabilistic Nature, Errors and Limitations. You acknowledge and agree that AI systems are

based on probabilistic methods and automated pattern recognition and may produce misunderstandings, hallucinations, omissions, or errors. Outputs may be inaccurate, incomplete, misleading, non-current, offensive, unsafe, or otherwise unsuitable, and may not reflect real-world conditions. You agree that you will not rely on Outputs as factual, verified, or definitive without independent verification.

6.3. No Responsibility for AI Misunderstandings. TO THE MAXIMUM EXTENT PERMITTED

6.4. Independent Review Required. You are solely responsible for independently reviewing, testing,

and verifying all Outputs before using, publishing, sharing, distributing, relying on, or acting on them. You should exercise personal judgment and implement appropriate safeguards, including human review, quality control, and (where relevant) legal, safety, and compliance checks. You are responsible for ensuring that any Outputs you use, publish, or disclose comply with Applicable Law and do not violate any third-party rights.

6.5. No Professional Advice. OUTPUTS DO NOT CONSTITUTE, AND ARE NOT A

COMPANY DOES NOT PROVIDE SUCH ADVICE THROUGH THE SERVICE. You are responsible for obtaining professional advice as appropriate for your circumstances. You must not use or rely on Outputs for emergency situations or where failure, delay, error, or inaccuracy could lead to death, personal injury, property damage, or significant harm.

6.6. High-Stakes Use Restrictions and Sole-Basis Prohibition. You acknowledge and agree that

Outputs may be unsuitable for high-stakes decisions. You must not rely on Outputs as the sole basis for decisions or actions that may affect health, safety, employment, education, housing, insurance, credit, legal rights, immigration status, law enforcement, or other similarly significant matters. If you use Outputs in any such context, you do so at your own risk and remain solely responsible for all outcomes.

6.7. Automation Risk. If you enable or initiate the execution of Experts, Pipelines, or integrations

(including through Variables), you acknowledge that automated or semi-automated actions may produce unintended consequences (including actions taken on Third-Party Services, generation or transmission of messages, modifications to files, or other changes). You are fully responsible for configuring, monitoring, approving (where available), and supervising automation and for any resulting actions or omissions, including any actions taken using your Accounts, Variables, credentials, permissions, or Third-Party Services. You are solely responsible for implementing appropriate controls, including approval steps, access restrictions, and least-privilege permissions.

6.8. Similarity of Outputs. You acknowledge that Outputs may not be unique and that the Service (or

Third-Party AI Services) may generate the same or similar outputs for you or for others, including where similar Inputs are provided. You acknowledge that other users may receive similar or identical outputs, and you agree that you will not assert any claim against Company based on any similarity of Outputs.

6.9. Inherent Limitations. Without limiting other disclaimers, you acknowledge that AI functionality

may: (a) generate incorrect or outdated information; (b) produce generic, repetitive, or formulaic content; (c) fail to interpret nuance, slang, cultural references, or ambiguous language; (d) reflect, amplify, or perpetuate bias; (e) perform poorly on complex reasoning, judgment, or common-sense tasks; (f) behave unpredictably in edge cases; and (g) be affected by limitations in underlying data, model behavior, safety controls, system configuration, or Third-Party Services.

6.10. Your Responsibility for Inputs and Use. You are solely responsible for your Inputs and for

ensuring that you have all rights, permissions, and consents necessary to provide Inputs to the Service and to permit the Service (including Third-Party AI Services) to process those Inputs to generate Outputs and perform tasks you request. You are solely responsible for your use of Outputs and for any content you publish, or share based on Outputs, including ensuring compliance with Applicable Law and third-party terms.

6.11. No Monitoring Obligation. Company has no obligation to monitor Inputs, Outputs, or your use

of the Service for accuracy, legality, or compliance, and you acknowledge that Company’s choice not to monitor does not create any duty or liability.

7. ACCEPTABLE USE

7.1. General Rule. You may access and use the Service only for lawful purposes and only in

accordance with this Agreement, and any policies or guidelines made available through the Service. You are responsible for all activity conducted through your Account, including by Authorized Users, and for ensuring that your use of the Service (including Inputs, Outputs, Experts, Pipelines, and integrations) complies with Applicable Law.

7.2. Prohibited Conduct. You will not, and will not allow any third party to, access or use the Service

in any manner that:

• (a) Violates Law. Violates or encourages the violation of Applicable Law, including laws

relating to privacy, data protection, consumer protection, unfair competition, anti-spam, export controls, sanctions, anti-corruption, or intellectual property;

• (b) Rights Violations. Infringes, misappropriates, or otherwise violates any third party’s

rights, including intellectual property rights, trade secret rights, privacy rights, publicity rights, contractual rights, or other proprietary rights;

• (c) Unlawful or Harmful Content. Submits, uploads, transmits, stores, publishes, or

otherwise makes available content that is unlawful, harmful, fraudulent, deceptive, false or misleading, defamatory, libelous, obscene, or otherwise tortious, including content that promotes violence or illegal activity;

• (d) Harassment and Abuse. Harasses, threatens, intimidates, stalks, doxes, or otherwise

abuses or harms any person, or incites or encourages others to do so;

• (e) Minors. Exploits, harms, or attempts to exploit or harm minors, including by generating

or soliciting sexual content involving minors or facilitating child exploitation in any form;

• (f) Malware and Security. Generates, transmits, distributes, or facilitates malware, exploits,

spyware, ransomware, trojans, worms, or other malicious code or harmful content, or otherwise attempts to damage, disable, overburden, impair, or disrupt the Service, any system or network, or any device or data;

• (g) Security Testing and Unauthorized Access. Attempts to gain unauthorized access to the

Service or related systems or networks; probes, scans, or tests the vulnerability of the Service; breaches or bypasses security or authentication measures; or interferes with, disrupts, or attempts to interfere with the proper functioning of the Service, including by introducing harmful code or launching denial-of-service attacks;

• (h) Reverse Engineering and Derivation. Reverse engineers, decompiles, disassembles, or

otherwise attempts to derive source code, non-public prompts, systems, model behavior, weights, parameters, or other underlying components of the Service or any Third-Party AI Services, except to the extent such restriction is prohibited by Applicable Law;

• (i) Model Extraction, Prompt Injection, Data Exfiltration. Attempts to extract, infer,

recreate, or discover model weights, prompts, or training data; performs model extraction or membership inference; engages in prompt injection or jailbreak attempts designed to bypass safeguards; or attempts to exfiltrate data, credentials, secrets, tokens, keys, or other non-public information, including from other users, Company, or Third-Party Services;

• (j) Scraping and Automated Access. Uses any manual or automated means (including bots,

scrapers, spiders, crawlers, or data-mining tools) to scrape, crawl, harvest, download, or otherwise extract data from the Service or the Systems, except as expressly permitted by Company in writing, including where such activity (i) materially burdens the Service, (ii) circumvents technical controls (including rate limits), or (iii) accesses non-public areas;

• (k) Circumvention and Abuse. Circumvents or attempts to circumvent Credits accounting,

usage limits, paywalls, access controls, security measures, content moderation controls, geographic restrictions, or other restrictions or technical limitations, including by creating multiple Accounts to evade enforcement or to obtain additional free trials, promotional benefits, or Credits;

• (l) Fraud and Misuse. Engages in fraud, phishing, social engineering, scams,

impersonation, or other deceptive practices, including generating or disseminating content intended to mislead others as to its source, authenticity, or affiliation;

• (m) High-Risk or Regulated Uses. Uses the Service for activities that are illegal, unsafe, or

regulated in a manner that requires special permissions or compliance that you have not obtained, including using Outputs as the sole basis for high-stakes decisions (as described in Section 6) or using the Service for emergency response where errors could cause harm;

• (n) Third-Party Terms. Uses the Service in a manner that violates the terms, policies, or

technical restrictions of any Third-Party Service or Third-Party AI Service you access through the Service, including by using automation to access a Third-Party Service in violation of its terms;

• (o) Competitive Use. Uses the Service (including Outputs or other results) to develop, train,

validate, improve, or offer products or services that compete with the Service, except to the extent such restriction is prohibited by Applicable Law;

• (p) Interference with Others. Interferes with or disrupts other users’ access to or use of the

Service, including by overloading, flooding, spamming, or otherwise impairing Service functionality;

• (q) Abusive or Excessive Use. Uses the Service in a manner that is abusive, excessive, or

otherwise inconsistent with intended use, including usage that threatens the stability, security, or integrity of the Service or imposes unreasonable load on the Service or its providers.

7.3. Monitoring and Enforcement. We may monitor, review, and investigate use of the Service to

maintain security, prevent abuse, enforce this Agreement, protect users, and comply with Applicable Law, consistent with the Privacy Policy. We may take enforcement action at any time, including removing or restricting access to content, throttling usage, suspending or terminating Accounts, or denying access to the Service.

7.4. Effect of Violations. Any violation of this Section 7 is a material breach of this Agreement and

may result in immediate suspension or termination of your access to the Service, forfeiture of Credits, and/or legal action, in addition to any other rights or remedies available to Company.

8. PAYMENTS

8.1. Credit-Based Model. The Service operates on a credit-based system (“Credits”). Credits may be:

• (a) purchased in packages; (b) granted for free or at a discount as part of onboarding, promotions,

referrals, customer support adjustments, or other programs; and/or (c) included with a subscription plan if we offer subscriptions (“Subscription”). Credits are not legal tender, are not redeemable for money, have no cash value, and do not constitute property.

8.2. Credit Rules and Service Disclosures Control. The specific rules governing Credits (including

how Credits are earned, purchased, consumed, and expired) may be described in the Service, checkout flow, plan page, pricing page, or other in-product disclosures (the “Credit Rules”). The Credit Rules are incorporated into this Agreement by reference and form part of the “Fees” and billing terms applicable to your use of the Service. If there is a conflict between the Credit Rules disclosed at the time of purchase/use and this Section 8, the Credit Rules control for that transaction or usage event, to the extent permitted by Applicable Law.

8.3. Credit Consumption, Estimation, Metering. Credit consumption may depend on fees and

charges established by the Company for the Services, charges associated with the use of Third-Party Services (based on, without limitation, compute usage, tokens consumed, Third-Party AI Service/model tier, request complexity, size/length of Inputs and Outputs, and duration), the use of integrations, and other relevant factors. Any credit usage indicators, previews, budgets, or estimates are informational only and may differ from actual consumption. You acknowledge that usage is metered based on the Service’s measurements and logs, and that Company’s determination of Credits consumed is final except in the case of manifest error or where Applicable Law requires otherwise.

8.4. Charges Despite Errors, Blocking, or Partial Completion. You acknowledge and agree that a

request may consume Credits even if: (a) an Output is not generated; (b) an Output is incomplete;

• (c) a request is blocked, filtered, refused, modified, or truncated by content moderation or safety

filters (including by Third-Party AI Services); (d) an integration fails, is unavailable, or returns an error; (e) the Service is interrupted due to a technical issue, timeout, capacity limitation, maintenance, or outage; or (f) you stop, cancel, or navigate away from a task after processing has started. We may, but are not obligated to, provide discretionary credit adjustments in exceptional circumstances. Any such adjustment is at Company’s sole discretion unless Applicable Law provides otherwise.

8.5. Fees. Prices for Credit packages, Subscriptions, and other paid features (collectively, “Fees”) will

be as displayed in the Service or checkout flow at the time you place an order.

8.6. Pricing Changes. We may change Fees, Credit package pricing, conversion rates, Credit

consumption rates, the Credit Rules, and/or available plans at any time. Changes will apply prospectively. Where required by Applicable Law (including for certain Subscription changes), we will provide notice in the manner and timeframe required by Applicable Law. Your continued use of the Service after the effective date of a pricing or Credit Rules change constitutes your acceptance of the change.

8.7. Credit Expiration and Forfeiture. Credits (including any expiration or burn schedule) are

subject to the Credit Rules disclosed at the time of purchase or grant, and may differ for purchased Credits and Promotional Credits. Where the Credit Rules do not specify an expiration schedule, Credits are subject to expiration/burn on a monthly schedule. Credits do not expire where prohibited by Applicable Law. Expired Credits have no value and cannot be reinstated, except where Applicable Law requires otherwise.

8.8. Non-Transferable, No Resale. Credits are personal to the Account to which they are issued and

may not be transferred, resold, assigned, gifted, traded, or otherwise exchanged (including for money or other value), except where Company expressly permits in writing. We may suspend or terminate Accounts and invalidate Credits if we reasonably believe Credits were obtained or used through fraud, abuse, circumvention, or violation of this Agreement.

8.9. Subscriptions. If you purchase a Subscription for an initial term (the “Initial Term”), your

Subscription will automatically renew for successive renewal terms of the same duration as the Initial Term (each, a “Renewal Term”) at Company’s then-current pricing unless you cancel before renewal. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE COMPANY

8.10. Free Trials, Promotions. We may offer free trials, promotional Credits, discount codes, or other

offers (collectively, “Promotions”). Promotions may be subject to additional terms disclosed at the time of offer and may be limited in duration, features, geography, eligibility, or redemption quantity. We may modify or terminate Promotions at any time, subject to Applicable Law. If a free or discounted trial converts into a paid Subscription, you authorize us (and our Payment Processor) to charge your payment method when the trial ends, unless you cancel before the end of the trial, as disclosed at sign-up. Where required by Applicable Law, we will provide any required trial conversion disclosures, acknowledgments, and reminders. Promotional Credits may have different expiration rules than purchased Credits, as disclosed in the applicable Promotion terms.

8.11. Payment Processor. Payments are processed by a third-party payment processor (the “Payment

Processor”). Your payments and payment method information are processed by the Payment Processor under its terms, conditions, and privacy practices. Company is not responsible for acts or omissions of the Payment Processor. We may change Payment Processors at any time.

8.12. Authorization, Billing, Failed Payments. By submitting a payment method, you represent and

warrant that you are authorized to use that payment method and that you authorize Company and the Payment Processor to charge the payment method for Fees, including recurring charges for Subscriptions (if applicable). If a payment fails or is reversed, we may: (a) retry the charge; (b) suspend or limit your access to paid features; (c) reduce or remove Credits granted; and/or (d) require you to update payment information. You remain responsible for all unpaid amounts.

8.13. No Refunds. EXCEPT WHERE REQUIRED BY APPLICABLE LAW, ALL PURCHASES

SUBSCRIPTIONS, AND ANY OTHER PAID FEATURES. Where Applicable Law provides a mandatory withdrawal/cooling-off right or other cancellation/refund right (for example, for certain consumer purchases), Company will honor those rights to the extent required. To the extent applicable and permitted by Applicable Law, when you purchase access to digital services or digital content and request immediate access or performance, you acknowledge that the service may begin immediately and that this may affect any statutory withdrawal/cooling-off rights, but only to the extent and in the manner permitted by Applicable Law (including any required express consents and acknowledgments).

8.14. Billing Disputes, Chargebacks. You must notify us of any billing dispute, suspected error, or

8.15. Taxes. Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges

(collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases, excluding taxes based on Company’s net income. If we are required to collect Taxes, we will invoice you for such Taxes, and you agree to pay them.

9. USER CONTENT

9.1. Your Responsibility. You are solely responsible for your User Content, including Inputs, and for

your use of Outputs. You represent and warrant that you have all rights, licenses, permissions, and consents necessary to provide User Content to the Service and to grant the licenses in this Agreement. You are solely responsible for ensuring that your User Content and your use of the Service (including any Experts, Pipelines, Variables, and Third-Party Services you connect) comply with Applicable Law and do not violate any third-party rights or obligations (including confidentiality obligations). Company is not responsible for reviewing User Content for accuracy, legality, or compliance.

9.2. Ownership of User Content, Inputs and Outputs. As between you and Company, you retain

ownership of your Inputs. Subject to your compliance with this Agreement and the licenses you grant to Company, Company assigns to you (if and to the extent Company has any ownership interest under Applicable Law) all of Company’s right, title, and interest in and to Outputs generated for you through your use of the Service. For clarity, any such assignment does not include (and you do not receive any rights in): (a) the Service, underlying software, models, or other Company technology; (b) any Third-Party AI Services or Third-Party Services; or (c) any third-party content, tools, or materials that may be included in, referenced by, or necessary to use or produce an Output. You acknowledge and agree that Outputs may not be unique and may be similar or identical to outputs generated for other users, and that such similarity does not give rise to any rights or claims against Company or any other user. You further acknowledge that Outputs may not be eligible for intellectual property protection and that Company does not guarantee that Outputs are non-infringing or otherwise lawful to use.

9.3. Sensitive Data. Unless expressly permitted by Company in writing, you must not submit, upload,

transmit, or otherwise make available through the Service any: (a) Sensitive Personal Information (as defined in Section 2); (b) confidential information that you are not authorized to disclose; or

• (c) information subject to heightened legal or contractual protections, including protected health

information governed by HIPAA, regulated financial account information, payment card data subject to PCI DSS, or children’s personal information. You are solely responsible for ensuring that you have all required consents and notices for any personal data you provide, including where the data relates to third parties.

9.4. Outputs. Outputs are generated based on Inputs and may reflect patterns or information learned

from broad training data or other sources. Outputs may be inaccurate, incomplete, misleading, biased, offensive, or otherwise unsuitable. You are responsible for reviewing and verifying Outputs before using, publishing, or relying on them. Outputs may not be unique, and the Service may generate similar or identical Outputs for other users. Company does not guarantee that Outputs are protectable, original, non-infringing, or fit for any particular purpose.

9.5. License to Company. You grant Company and its affiliates, contractors, and service providers a

worldwide, non-exclusive, royalty-free, fully paid, transferable, and sublicensable (through multiple tiers) license to host, store, reproduce, process, transmit, display, analyze, distribute, modify (including to format and adapt for technical requirements), and otherwise use your User Content and Outputs solely as necessary to: (a) provide, operate, maintain and support the Service; (b) process your requests and generate Outputs; (c) secure, troubleshoot, debug, and improve performance and reliability of the Service; (d) prevent fraud, abuse, or security incidents;

• (e) enforce this Agreement and applicable policies; (f) comply with Applicable Law and lawful

requests; and (g) protect the rights, property, and safety of Company, users, and the public. You acknowledge that this license includes the right to route, transmit, or make available User Content and Outputs to Third-Party Services and Third-Party AI Services as necessary to provide the Service and perform tasks you request, including using Variables you provide for a particular task.

9.6. Service Improvement. Company may use User Content and Outputs to develop, improve, and

enhance the Service, including to improve safety, security, and functionality, to the extent described in the Privacy Policy and permitted by Applicable Law. In addition, if you opt in to an optional program that allows Company to share or reuse Experts or Pipelines you create (for example, via an in-product checkbox tied to a discount or any other mechanism provided in the interface), then you grant Company the additional rights described in Section 10 with respect to those opted-in Experts. Unless you opt in to that program, Company will not (a) publicly distribute your Experts or Pipelines, or (b) make them available to other users as reusable Experts or Pipelines, except (i) as necessary to provide the Service to you (including through Third-Party Services and Third-Party AI Services), (ii) as required by Applicable Law or lawful process, or (iii) with your separate express permission.

9.7. De-Identification and Aggregation. Where permitted by Applicable Law, Company may create

and use de-identified and/or aggregated data derived from your use of the Service (“Usage Data”) for analytics, benchmarking, product development, safety, and business purposes. Usage Data does not include information that directly identifies you, to the extent it is de-identified.

9.8. Retention, Deletion. Company may retain, delete, or remove User Content as described in the

Privacy Policy and as necessary to provide the Service, comply with Applicable Law, enforce this Agreement, resolve disputes, and maintain security and backups. You acknowledge that: (a) deletion may not be immediate; (b) residual copies may remain in backups, logs, or archives for a limited period; and (c) Company may retain User Content as required by Applicable Law, legal process, or to establish, exercise, or defend legal claims. For clarity, any retention is for Company’s operational purposes and does not create any obligation to store or provide copies to you.

9.9. Removal and Takedowns. Company may remove or restrict access to User Content at any time if

we reasonably believe it violates this Agreement, Applicable Law, or the rights of others, or if we are required to do so by law or a lawful request. Company has no obligation to provide notice before removal where immediate action is necessary, but may provide notice where practicable.

9.10. No Obligation to Store. Except as expressly stated in this Agreement or required by Applicable

Law, Company has no obligation to store, maintain, or provide you with any copies of User Content or Outputs. You are responsible for exporting, backing up, and preserving your User Content and Outputs as needed.

10. OPTIONAL SHARING PROGRAM FOR EXPERTS AND PIPELINES

10.1. Baseline Use of Experts and Pipelines by Company. You acknowledge and agree that,

regardless of whether you participate in the Sharing Program, Company may use Experts and Pipelines you create or configure through the Service for Company’s internal purposes in connection with the Service and Company’s business, including to operate, maintain, support, secure, troubleshoot, debug, test, monitor, and improve the Service, develop new features and functionality, improve automation quality and safety, and create or refine generalized tools, templates, libraries, or workflows for use within the Service. This baseline use is in addition to (and without limiting) the license you grant under Section 9.5 and the Service improvement rights described in Section 9.6, and is subject to the Privacy Policy and Applicable Law. For clarity, unless you opt in to the Sharing Program, Company will not publicly distribute your Experts and/or Pipelines or make your Experts and/or Pipelines available to other users as reusable Experts and/or Pipelines, except: (a) as necessary to provide the Service to you (including via Third-Party AI Services and Third-Party Services); (b) as required by Applicable Law or lawful process; or (c) with your separate permission.

10.2. Program Overview, Opt-In Only. The Service may offer an optional program that allows you to

permit Company to share, reuse, and make available Experts and/or Pipelines you create or configure through the Service (the “Sharing Program”). Participation is voluntary and requires your affirmative opt-in (for example, via an in-product checkbox or any other mechanism provided in the interface). If you opt in to the Sharing Program, you authorize Company to treat all Experts and Pipelines associated with your Account – whether created before or after you opt in – as “Shared Experts” under this Section 10, except to the extent Company excludes certain Experts and/or Pipelines under Section 10.3 or you opt out as provided in Section 10.8. You are not required to participate to use the Service, but you may not receive any discounts or benefits offered in connection with the Sharing Program unless you opt in.

10.3. Eligibility Filters and Excluded Content. Company may implement technical and operational

measures to reduce risk and to comply with Applicable Law and third-party requirements. Accordingly, Company may (but is not obligated to) automatically exclude, block, or refuse to share any Expert and/or Pipelines that Company reasonably believes: (a) contains or reveals personal data, Sensitive Personal Information, or confidential information; (b) contains Variables, credentials, tokens, keys, cookies, or other secrets; (c) is designed to facilitate prohibited conduct, including malware, exploitation, circumvention of safeguards, or unauthorized access; (d) infringes or misappropriates third-party rights; or (e) otherwise violates this Agreement or Applicable Law. Any exclusion or refusal under this Section 10.3 does not limit Company’s other rights or remedies under this Agreement.

10.4. License Grant to Company for Shared Experts and Pipelines. If you opt in to the Sharing

Program, you grant Company and its affiliates, successors, assigns, contractors, and service providers a worldwide, non-exclusive, perpetual (or for the term disclosed at opt-in), royalty-free, fully paid, transferable, and sublicensable (through multiple tiers) license to use, host, store, reproduce, process, modify, adapt, translate, create derivative works from, distribute, publicly display, publicly perform, market, and otherwise exploit any Shared Expert and/or Pipelines for any lawful purpose, including: (a) incorporating Shared Experts and/or Pipelines into templates, libraries, catalogs, marketplaces, repositories, or similar collections; (b) making Shared Experts and/or Pipelines (and derivative works) available to other users (whether for free or for a fee) and enabling other users to copy, adapt, or deploy them; (c) using Shared Experts and/or Pipelines for demonstrations, marketing, and documentation; and (d) using Shared Experts and/or Pipelines for internal research, analytics, quality assurance, safety, and compliance testing. Company may modify Shared Experts and/or Pipelines to make them more useful, safe, compliant, compatible, or performant, including porting them across model providers or system architectures.

10.5. No Confidentiality, No Attribution, No Additional Compensation. You acknowledge that

Shared Experts and/or Pipelines may be accessible to others and may be copied, adapted, redistributed, or used by third parties. You agree that Shared Experts and/or Pipelines are provided without confidentiality obligations on Company. Except for any discount, Credits, or other benefit expressly disclosed at opt-in (a “Program Benefit”), you will not receive compensation, royalties, attribution, or other payment in connection with Company’s use of Shared Experts and/or Pipelines or any derivative works.

10.6. Your Representations and Warranties. By opting in to the Sharing Program, you represent and

warrant, for each Shared Expert and/or Pipelines, that: (a) it does not include personal data, Sensitive Personal Information, or information that identifies you or any other individual; (b) it does not include confidential information, trade secrets, or proprietary information that you are not authorized to disclose or license; (c) it does not include Variables, credentials, tokens, keys, cookies, or other secrets (including any Third-Party Service or Third-Party AI Service credentials); (d) it does not infringe, misappropriate, or violate any intellectual property rights, privacy rights, publicity rights, contractual rights, or other rights of any third party; (e) it complies with Applicable Law and this Agreement; and (f) it is not designed to facilitate prohibited conduct, including malware, exploitation, or circumvention of safeguards. You further represent and warrant that you have all rights necessary to grant the license in Section 10.4.

10.7. Company’s Right to Review, Refuse, and Remove. Company may (but is not obligated to)

review Shared Experts and/or Pipelines for safety, quality, policy compliance, or technical compatibility. Company may refuse to publish, share, or continue to share any Shared Expert and/or Pipelines, and may remove or disable access to any Shared Expert and/or Pipelines at any time, for any reason, including where Company reasonably believes it violates this Agreement, Applicable Law, or the rights of others, or poses risk to Company, users, or third parties.

10.8. Opt-Out, Prospective Effect, Residual Copies. You may opt out of the Sharing Program at any

10.9. Program Benefits, Changes. Any Program Benefit will be disclosed to you at the time you opt in

(e.g., as part of the opt-in flow). Program Benefits may be limited by time, geography, Account status, feature eligibility, usage thresholds, or other criteria disclosed in the Service, and may be changed, suspended, or discontinued prospectively at any time, subject to Applicable Law.

10.10. Survival. The license in Section 10.4 and the related provisions of this Section 10 will survive

termination of your Account and this Agreement to the extent necessary to give effect to Shared Experts and/or Pipelines that were shared prior to termination, subject to Section 10.8.

11.1. Third-Party Services. The Service may interoperate with, connect to, or enable you to access

third-party products, services, software, APIs, platforms, websites, content, or integrations (collectively, “Third-Party Services”). Third-Party Services are provided by independent third parties and are not part of the Service. Company does not control, operate, or endorse Third-Party Services and makes them available only as a convenience.

11.2. Your Relationship with Third Parties. Your use of Third-Party Services is governed solely by

your separate agreements with the applicable third party (including their terms of service, acceptable use policies, and privacy policies). You are solely responsible for: (a) obtaining and maintaining any accounts, subscriptions, licenses, consents, or permissions required to use Third-Party Services; (b) complying with all Third-Party Service terms and Applicable Law; and

• (c) ensuring that your use of the Service in connection with any Third-Party Service does not

violate the third party’s rules or restrictions.

11.3. Authorization. By connecting or enabling a Third-Party Service through the Service, you

authorize Company (and the Service) to: (a) access, retrieve, receive, transmit, and process information and content from the Third-Party Service that you make available; and (b) perform actions you request (or that your configured Experts, Pipelines, or agents initiate at your direction) on or through the Third-Party Service on your behalf. You acknowledge that these actions may include sending messages, creating or modifying records, retrieving or summarizing data, or performing other automated operations, depending on what you configure and what the Third-Party Service permits.

11.4. Variables. If you provide Variables (including credentials, API tokens, keys, cookies, or similar

access information) for a Third-Party Service: (a) you are solely responsible for the Variables you provide, including their accuracy, scope, permissions, and lawful use; (b) you represent and warrant that you have full authority to provide the Variables and to authorize the Service to use them for the requested task; (c) you are responsible for applying least-privilege principles (including restricted scopes, short-lived tokens, and rotation), and for promptly revoking or rotating Variables if you suspect compromise; and (d) you acknowledge that Company does not intend to store your Third-Party Service passwords or API keys as general account-level credentials, and that Variables may be processed transiently as necessary to perform the task.

11.5. Attribution and Consequences. Third-Party Services may attribute actions performed through

the Service to you (or your Third-Party Service account). You are solely responsible for all actions taken through your Third-Party Service accounts, whether initiated by you directly or through Experts, Pipelines, or automation you configure. Company is not responsible for any consequences arising from a Third-Party Service’s detection of automated activity, enforcement of its terms, rate limiting, suspension, termination, or other restriction of your Third-Party Service account or access.

11.6. Third-Party Changes. Third-Party Services may change, suspend, discontinue, or restrict access

to their APIs, features, data, or functionality at any time. They may impose rate limits, require additional approvals, or block certain requests. Company is not responsible for Third-Party Service changes or interruptions. Any Third-Party Service change may cause the Service (or a particular integration, Expert, or Pipeline) to stop working or to work differently, and Company has no obligation to update or maintain compatibility.

11.7. Third-Party Data Practices. Third-Party Services may collect, use, share, and otherwise process

information (including personal information) independently of Company. Company is not responsible for Third-Party Services’ data practices or security, and Company makes no representations or warranties regarding any Third-Party Service’s privacy, security, or compliance. If you connect a Third-Party Service, you should review and understand that third party’s terms and privacy practices.

11.8. No Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

11.9. Indemnity for Third-Party Service Use. Without limiting your other indemnification

obligations under this Agreement, you will indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your connection to or use of any Third-Party Service through the Service; (b) any Variables you provide for a Third-Party Service; or (c) any alleged violation of a Third-Party Service’s terms or Applicable Law in connection with your use of the Service.

12. INTELLECTUAL PROPERTY

12.1. Service IP. Company (and its licensors) retain and own all right, title, and interest in and to the

Service and all related technology and materials, including all software, models (excluding Third-Party AI Services), systems, algorithms, interfaces, designs, workflows, templates, APIs (if any), documentation, and other content or materials provided by Company in connection with the Service, and all improvements, updates, enhancements, and derivative works thereof (collectively, “Service IP”), including all Intellectual Property Rights therein. Except for the limited rights expressly granted to you under this Agreement, no rights are granted to you by implication, estoppel, or otherwise. You will not remove, obscure, or alter any proprietary notices displayed in or on the Service.

12.2. Limited License to You. Subject to your compliance with this Agreement, Company grants you a

limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal or internal business purposes (as applicable) during the term of this Agreement. Company may suspend or terminate this license as provided in this Agreement.

12.3. Inputs and Outputs. Your rights and responsibilities regarding Inputs and Outputs (including

ownership/assignment, similarity/non-uniqueness, and verification obligations) are governed by Section 9 (User Content), including Sections 9.2 and 9.4. Nothing in this Section 12 expands Company’s obligations or reduces any disclaimers regarding Outputs. For clarity, regardless of any rights you may have in Outputs as between you and Company, Outputs do not include, and you receive no rights in, any Service IP, any Third-Party AI Services, any Third-Party Services, or any Third-Party Materials.

12.4. Trademarks. Company’s names, logos, product names, service marks, trademarks (collectively,

“Marks”) are owned by Company or its licensors. You may not use the Marks without Company’s prior written permission, except as permitted by Applicable Law. All other trademarks, logos, and names appearing in the Service are the property of their respective owners.

12.5. Feedback. If you submit feedback, suggestions, ideas, comments, bug reports, feature requests, or

other input about the Service (collectively, “Feedback”), you acknowledge that Feedback is provided voluntarily and without restriction. You grant Company and its affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, publicly display, and otherwise exploit Feedback for any purpose, commercial or non-commercial, without compensation or attribution to you. You waive (to the maximum extent permitted by Applicable Law) any moral rights or similar rights you may have in Feedback.

12.6. Third-Party Materials. The Service may include or depend on third-party software, content, or

open-source components that are subject to separate license terms (“Third-Party Materials”). Third-Party Materials are not licensed to you under this Agreement; instead, they are licensed under the applicable third-party terms. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the applicable third-party terms for Third-Party Materials. Company disclaims all liability arising from Third-Party Materials to the maximum extent permitted by Applicable Law.

12.7. No Implied Licenses. Except for the limited license expressly granted in Section 12.2 and the

Output assignment in Section 9.2 (to the extent applicable), nothing in this Agreement grants you any right, title, or interest in or to any Intellectual Property Rights of Company or any third party.

13. SUSPENSION AND TERMINATION

13.1. Effectiveness. This Agreement is effective when you first accept it (for example, by clicking “I

agree,” creating an Account, or otherwise accessing or using the Service) and continues until terminated in accordance with this Section 13.

13.2. Suspension or Restriction by Company. Company may, in its sole discretion, suspend, restrict,

or disable your access to the Service (in whole or in part), with or without notice, if Company reasonably believes that: (a) you have violated this Agreement or used the Service in a prohibited manner; (b) your Account has been compromised or is being used without authorization; (c) your use of the Service poses a security, operational, legal, reputational, or safety risk to Company, the Service, any user, or any third party; (d) you are engaged in fraud, abuse, circumvention of Credits or usage limits, or other improper activity; (e) suspension or restriction is necessary to comply with Applicable Law, legal process, or a lawful request; or (f) continued operation of the Service (or any portion thereof) is not commercially practicable, including due to changes in Third-Party AI Services or Third-Party Services. Company may implement technical and operational measures during a suspension, including blocking access, requiring credential resets, limiting features, or applying additional verification.

13.3. Termination by Company. Company may terminate this Agreement and/or your Account (and

your access to the Service), effective immediately and without notice, if: (a) you materially breach this Agreement; (b) Company is required to do so by Applicable Law or legal process; (c) Company determines that continuing to provide the Service to you would create undue risk; or (d) you repeatedly violate the Agreement, even if individual violations do not constitute a material breach. Company may also terminate this Agreement and/or your Account for convenience (i.e., without cause) by providing notice to you, subject to Applicable Law.

13.4. Termination by You. You may terminate this Agreement at any time by ceasing all use of the

Service and, where available, closing your Account through the Service. If you have a paid plan or Subscription (if offered), you must also cancel auto-renewal (if applicable) to avoid future charges, and you remain responsible for all amounts due through the end of any then-current billing period, except where required by Applicable Law.

13.5. Effect of Suspension or Termination. Upon any suspension or termination: (a) the rights and

licenses granted to you under this Agreement immediately terminate or are suspended (as applicable); (b) you must stop all access to and use of the Service; (c) Company may (but is not obligated to) delete or de-identify User Content in accordance with the Privacy Policy and Applicable Law; and (d) except as required by Applicable Law, Company has no obligation to provide you with any refunds, credits, or other compensation for unused Credits, Subscription time, or prepaid amounts.

13.6. Export. Company may, but is not obligated to, provide reasonable assistance to enable you to

export certain User Content prior to termination, if and to the extent such export functionality is available through the Service. Company may condition any such assistance on verification of your identity, payment of outstanding fees, and compliance with this Agreement.

13.7. No Liability for Termination. TO THE MAXIMUM EXTENT PERMITTED BY

13.8. Survival. Provisions that by their nature should survive will survive any expiration or termination

of this Agreement, including: Sections relating to ownership and intellectual property, User Content licenses, the Optional Sharing Program (to the extent applicable), payment obligations and non-refundability, disclaimers, limitations of liability, indemnification, dispute resolution, governing law, and notices, and any other provisions intended to survive.

14. DISCLAIMERS

14.1. As-is. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE,

14.2. No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

14.3. No Guarantee of Accuracy. COMPANY DOES NOT WARRANT OR REPRESENT THAT

14.4. No Professional Advice. THE SERVICE DOES NOT PROVIDE LEGAL, MEDICAL,

14.5. Third-Party AI Services. YOU ACKNOWLEDGE THAT THE SERVICE MAY ROUTE

14.6. Availability and Security. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL

14.7. Third-Party Services. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS

14.8. Outputs. COMPANY DOES NOT WARRANT THAT OUTPUTS ARE ORIGINAL,

14.9. Jurisdictional Rights. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF

14.10. Consumer Rights. NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS, OR

15.1. Limitation Scope. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

15.2. Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY

15.3. Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE

15.4. Allocation Across Claims. FOR PURPOSES OF THIS SECTION 15, “TOTAL AGGREGATE

15.5. Third-Party AI and Third-Party Services. TO THE MAXIMUM EXTENT PERMITTED BY

15.6. Exception. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN

16.1. Indemnification Obligation. You agree to defend, indemnify, and hold harmless Company and

its parents, subsidiaries, affiliates, officers, directors, employees, contractors, agents, licensors, suppliers, and service providers (each, a “Company Party” and collectively, the “Company Parties”) from and against any and all claims, demands, actions, suits, proceedings, investigations, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to any of the following (each, a “Claim”):

• (a) your access to or use of the Service, including any Outputs, Experts, Pipelines,

automations, Beta Features, and any actions taken through Third-Party Services or Third-Party AI Services;

• (b) your User Content (including Inputs, any data or materials you submit, and any

information transmitted through Variables), or any allegation that your User Content infringes, misappropriates, or violates any intellectual property rights, privacy rights, publicity rights, or other rights of any third party;

• (c) your violation of this Agreement or any applicable policy, guideline, or Supplemental

Terms;

• (d) your violation of Applicable Law, including consumer protection, data protection,

advertising, export controls, sanctions, anti-spam, and similar laws;

• (e) your connection to, access to, or use of any Third-Party Service (including any breach of

the third party’s terms) or any dispute between you and any third party;

• (f) any fraud, abuse, circumvention of Credits or usage limits, unauthorized access, or

security incident caused by or attributable to you (including through your Account, credentials, devices, or Variables); and/or

• (g) any allegation that your use of the Service (including use of Outputs) caused harm to a

third party, including claims based on reliance, defamation, product liability, professional negligence, misrepresentation, unfair competition, or similar theories, to the extent arising from your use or distribution of Outputs or other results. Consumer Limitation. This Section 16 (Indemnification) does not apply to the extent prohibited by Applicable Law, including applicable consumer protection laws.

16.2. Defense and Cooperation. Company may, at its option, assume the exclusive defense and control

of any Claim (in which case you will remain responsible for the indemnity obligations and for reimbursing the Company Parties’ costs and expenses), and you agree to cooperate in good faith with Company’s defense and settlement efforts. You may not settle any Claim without Company’s prior written consent if the settlement: (a) imposes any liability, obligation, or admission of fault on any Company Party; (b) requires any Company Party to take or refrain from taking any action; or (c) does not include a full and unconditional release of the Company Parties.

16.3. Indemnification Process. Company will provide you with notice of any Claim for which

indemnification is sought, but failure to provide prompt notice will not relieve you of your obligations except to the extent you are materially prejudiced by the delay. Company may reasonably retain counsel of its choosing at its own expense, and you will reimburse the Company Parties for reasonable attorneys’ fees and costs incurred in connection with a Claim to the extent covered by your indemnity obligations.

16.4. Scope and Survival. Your indemnification obligations are in addition to, and not in lieu of, any

other obligations under this Agreement. This Section 16 will survive termination or expiration of this Agreement.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1. Governing Law. Except as expressly provided in this Agreement or required by Applicable Law,

this Agreement and any Dispute will be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to conflict of laws rules that would result in the application of the laws of another jurisdiction. Your use of the Service may also be subject to other local, state, national, or international laws. Nothing in this Agreement limits any non-waivable rights you may have under Applicable Law, including mandatory consumer protection provisions in the jurisdiction where you reside.

17.2. Informal Dispute Resolution (Required First). If you have any Dispute, you and Company

agree to first attempt to resolve it informally before initiating arbitration or a court proceeding (except as permitted by Section 17.5).

• (a) Notice of Dispute. To start informal resolution, the party raising the Dispute must send a

written notice (“Notice of Dispute”) to the other party. The Notice of Dispute must be signed by the party raising the Dispute (electronic or typed signature is acceptable where permitted by Applicable Law) and include: (i) your full name; (ii) the email address associated with your Account; (iii) your mailing address and phone number (if available); (iv) a detailed description of the Dispute and the relevant facts; (v) the specific relief you are seeking; and (vi) if you are seeking monetary relief, a good-faith calculation of the amount claimed.

• (b) Where to Send Notice. You must send a Notice of Dispute to Company by email to

• (c) Informal Resolution Period. The parties will participate in good-faith efforts to resolve

the Dispute for 45 days after receipt of a complete Notice of Dispute (the “Informal Resolution Period”). During this period, either party may request an informal settlement conference by phone or video, and the parties agree to participate in at least one such conference if requested.

• (d) Tolling. To the maximum extent permitted by Applicable Law, any applicable statute of

limitations and any filing deadlines will be tolled during the Informal Resolution Period.

• (e) Condition Precedent. Completion of the Informal Resolution Period is a mandatory

precondition to commencing arbitration under this Section 17, except as expressly permitted by Section 17.5.

17.3. Dispute Resolution for U.S. Users – Binding Arbitration. PLEASE READ THIS SECTION

YOU TO PROCEED TO ARBITRATION ON AN INDIVIDUAL BASIS. If you are a “U.S. User” (as defined in Section 2), you and Company agree that any Dispute that is not resolved through the Informal Dispute Resolution process will be resolved by final and binding arbitration on an individual basis, except as provided in Section 17.5. This arbitration agreement is governed by the U.S. Federal Arbitration Act (“FAA”) and will be interpreted and enforced accordingly.

17.4. Dispute Resolution for Non-U.S. Users and Mandatory Consumer Rights. If you are not a

U.S. User, then any Dispute not resolved through Informal Dispute Resolution will be resolved as follows, subject to mandatory rights under Applicable Law:

• (a) Mandatory Consumer Rights and Forum. Nothing in this Agreement (including this

Section 17) is intended to deprive you of any mandatory consumer rights or remedies, or any mandatory forum or venue protections, available under Applicable Law in the jurisdiction where you reside. If Applicable Law requires a particular forum, venue, or dispute resolution process for a Dispute (including certain consumer disputes), that requirement controls.

• (b) Arbitration Where Permitted. Otherwise, to the maximum extent permitted by

Applicable Law, you and Company agree that any Dispute will be resolved by binding arbitration administered by the International Centre for Dispute Resolution (“ICDR”) under the ICDR’s rules then in effect, with the seat of arbitration in Wilmington, Delaware, U.S.A., conducted in English, by a single neutral arbitrator, unless the rules require otherwise.

• (c) Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or

other equitable relief in a court of competent jurisdiction as provided in Section 17.5.

17.5. Exceptions. This Section 17 does not require Informal Dispute Resolution or arbitration of the

following types of claims, and either party may bring these claims in a court of competent jurisdiction:

• (a) Individual claims brought in small claims court, if the claim qualifies and remains in

small claims court; and

• (b) Claims for injunctive or other equitable relief to stop or prevent: (i) unauthorized access

to or abuse of the Service; (ii) infringement, misappropriation, or violation of a party’s Intellectual Property Rights; or (iii) violations of confidentiality or data security obligations. Seeking relief under this Section 17.5 does not waive a party’s right to arbitrate any other Dispute under this Agreement.

17.6. Arbitration Administrator (U.S. Users). For U.S. Users, arbitration will be administered by the

American Arbitration Association (“AAA”) under its applicable rules then in effect, including the AAA Consumer Arbitration Rules and, if applicable, any AAA supplementary rules or procedures addressing multiple or mass case filings (the “Rules”). If AAA is unavailable, the parties will reasonably attempt to agree on a substitute administrator; if they cannot agree, a court of competent jurisdiction will appoint an administrator and/or arbitrator consistent with the FAA.

17.7. Arbitration Process (U.S. Users). After the Informal Resolution Period ends, either party may

commence arbitration by filing a demand with the administrator in accordance with the Rules and sending a copy to the other party as required by the Rules. The demand must include a certification of completion of Informal Dispute Resolution (or that an exception in Section 17.5 applies). The seat (legal place) of arbitration will be Wilmington, Delaware, unless the Rules require otherwise. The arbitration may be conducted by video, telephone, or written submissions, unless the arbitrator determines that an in-person hearing is necessary. If an in-person hearing is required, it will take place in Wilmington, Delaware (or another location determined by the arbitrator consistent with the Rules).

17.8. Arbitrator Authority. The arbitration will be decided by a single neutral arbitrator. THE

except that a court of competent jurisdiction will decide the enforceability of the Class Action Waiver in Section 17.10 to the extent required by Applicable Law.

17.9. Available Relief. The arbitrator may award any relief that would be available in a court of law on

an individual basis, subject to the limitations and disclaimers in this Agreement. The arbitrator may not award relief on a class, collective, consolidated, private attorney general, or representative basis.

17.10. WAIVER OF JURY TRIAL, CLASS AND REPRESENTATIVE ACTION WAIVER (U.S.

Users). YOU AND COMPANY KNOWINGLY AND IRREVOCABLY WAIVE ANY

AVAILABLE. If a court determines that this waiver is unenforceable as to a particular claim or request for relief (such as a claim for public injunctive relief), then that claim or request (and only that claim or request) must be severed and brought in court, while all other claims will proceed in arbitration to the maximum extent permitted by Applicable Law.

17.11. Batch Arbitration for Mass Filings. To increase the efficiency of administration and resolution

of arbitrations, if 25 or more claimants, represented by the same or coordinated counsel, file demands for arbitration raising substantially similar Disputes against Company within a 90-day period (a “Mass Filing”), then, to the maximum extent permitted by the Rules and Applicable Law:

• (a) Batching. The administrator will administer the demands in batches of up to 50 claimants

each (each, a “Batch”), unless the administrator determines a different batch size is appropriate under the Rules;

• (b) Administration Efficiencies Only. The parties agree that the administrator may apply

coordinated procedures for purposes of efficient administration of the Batches (including scheduling, preliminary conferences, and the process for appointment of the arbitrator), consistent with the Rules;

• (c) Individual Nature Preserved. Each claimant’s demand remains an individual arbitration.

The arbitrator will decide each claimant’s case on an individual basis and will issue an individual award for each claimant (which may be issued in a single document containing multiple individual awards);

• (d) Stays, Bellwether (If Permitted). The administrator may stay the administration of

demands that are not included in a Batch while one or more Batches are resolved. The parties may engage in bellwether procedures by agreement, or as otherwise permitted by the Rules. If there is any conflict between this Section 17.11 and the administrator’s applicable rules or procedures, the administrator’s rules or procedures will control to the extent required by Applicable Law.

17.12. Fees and Costs (U.S. Users). Filing fees, administrative fees, and arbitrator fees will be allocated

as provided by the Rules and Applicable Law. To the extent the Rules classify a claim as a consumer arbitration and Applicable Law permits: (a) Company will pay the AAA consumer arbitration filing fee required to initiate arbitration (or reimburse you upon request and proof of payment), and (b) Company will pay the administrator and arbitrator fees to the extent required under the Rules for consumer arbitrations, in each case unless the arbitrator determines your claim is frivolous or brought for an improper purpose under applicable standards. Each party will bear its own attorneys’ fees and costs unless the arbitrator awards otherwise under Applicable Law or an applicable fee-shifting statute.

17.13. Opt-Out Mechanism (U.S. Users). You have the right to opt out of the binding arbitration

agreement in this Section 17 within 30 days of the date you first accept this Agreement (the “Opt-Out Period”).

• (a) How to Opt Out. To opt out, you must send Company a written opt-out notice that

includes your full name, Account email address, mailing address, and a clear statement that you are opting out of arbitration.

• (b) Where to Send. You must send your opt-out notice by email to support@extella.ai with

the subject line “Arbitration Opt-Out” and/or by certified mail to: 131 Continental Drive, Suite 301, Newark, DE 19713-4323 US.

• (c) Effect of Opt-Out. If you opt out, you and Company agree that Disputes will be resolved

in the courts specified in Section 17.14, and the arbitration provisions in this Section 17 will not apply to you.

17.14. Court Venue for Non-Arbitrable Disputes, Opt-Out, and Exceptions. For Disputes that are

not subject to arbitration under this Section 17 (including Disputes covered by Section 17.5 and Disputes by U.S. Users who timely opt out under Section 17.13), to the maximum extent permitted by Applicable Law: (i) the state courts located in Wilmington, Delaware and the federal courts for the District of Delaware will have exclusive jurisdiction; and (ii) you and Company irrevocably submit to the personal jurisdiction of those courts. Nothing in this Section 17.14 will be interpreted to deprive a consumer of any mandatory rights to bring claims in the consumer’s place of residence where required by Applicable Law.

17.15. Time Limit to Bring Claims. To the maximum extent permitted by Applicable Law, any Dispute

must be filed within one (1) year after the Dispute accrues; otherwise it is permanently barred. This subsection does not apply where prohibited by Applicable Law.

17.16. Severability and Survival. If any portion of this Section 17 is found unenforceable, the

remainder will be enforced to the maximum extent permitted by Applicable Law. This Section 17 survives termination of this Agreement and your Account.

18.1. Electronic Communications. You agree that all communications, notices, disclosures, and other

information that Company provides to you electronically (including through the Service, by email, or by other electronic means) satisfy any legal requirement that such communications be in writing, to the maximum extent permitted by Applicable Law.

18.2. E-SIGN Consent. By creating an Account, clicking “I Agree”, or otherwise accessing or using

the Service, you: (a) consent to receive all communications, notices, and disclosures related to the Service and this Agreement electronically; and (b) agree that your electronic assent (including clickwrap acceptance) has the same legal effect as a handwritten signature to the maximum extent permitted by Applicable Law. You acknowledge that you may print or save a copy of this Agreement for your records.

18.3. Required Hardware and Software. To access and retain electronic communications, you must

have: (a) a device capable of accessing the internet storing and running Experts, Pipelines initiated by you; (b) a supported web browser; (c) an active email account; and (d) sufficient storage or printing capabilities to retain copies. You are responsible for maintaining these requirements.

18.4. Withdrawing Consent. You may withdraw your consent to receive electronic communications

18.5. Updating Your Contact Information. You are responsible for keeping your Account email

address and other contact information accurate and up to date. Company is not responsible for any failure to deliver notices or communications due to outdated or inaccurate contact information.

19. NOTICES

19.1. Notices to You. Company may provide notices to you by: (a) email to the email address

associated with your Account; (b) posting within the Service (including through dashboards, notifications, or banners); (c) other electronic means reasonably designed to provide notice; or (d) any other method permitted by Applicable Law. Unless Applicable Law requires otherwise, notices are effective when sent (for email), when posted (for in-Service notices), or when otherwise transmitted.

19.2. Notices to Company. Unless this Agreement specifies a different method (for example,

19.3. Support and Contact. For customer support, billing questions, or general inquiries, contact us at

19.4. Authorized Communications. You agree that Company may contact you for operational,

administrative, security, billing, and legal purposes, including to provide account notices, security alerts, receipts, and changes to the Service or this Agreement. Such communications are part of your relationship with Company.

20. MISCELLANEOUS

20.1. Entire Agreement. This Agreement (including any Supplemental Terms you affirmatively

accept) constitutes the entire agreement between you and Company regarding the Service and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral, regarding the Service.

20.2. Assignment. You may not assign, delegate, or transfer this Agreement or any rights or obligations

under it, by operation of law or otherwise, without Company’s prior written consent. Company may freely assign or transfer this Agreement (in whole or in part), including to an affiliate or in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or similar transaction. This Agreement will bind and inure to the benefit of the parties and their permitted successors and assigns.

20.3. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable,

that provision will be enforced to the maximum extent permitted by Applicable Law, and the remaining provisions will remain in full force and effect.

20.4. Waiver. No failure or delay by Company in exercising any right or remedy under this Agreement

will operate as a waiver of that right or remedy. Any waiver must be in writing and signed by an authorized representative of Company. A waiver of any breach will not be deemed a waiver of any subsequent breach.

20.5. Force Majeure. Company will not be liable for any delay or failure to perform due to causes

beyond its reasonable control, including acts of God, natural disasters, pandemic, epidemic, war, terrorism, civil unrest, labor disputes, governmental actions, power or internet outages, hosting or third-party service interruptions, supply chain disruptions, or failures of third-party AI services or other third-party providers.

20.6. Interpretation. Headings are for convenience only and do not affect interpretation. The words

“including”, “such as”, and “for example” are illustrative and mean “including without limitation”. If there is ambiguity, this Agreement will be interpreted in a fair and reasonable manner without any presumption in favor of or against either party.

20.7. No Third-Party Beneficiaries. Except as expressly stated in this Agreement, there are no

third-party beneficiaries to this Agreement. Notwithstanding the foregoing, the Company Parties are intended third-party beneficiaries of Sections 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), and 17 (Governing Law and Dispute Resolution), and may enforce those provisions.

20.8. Relationship of the Parties. Nothing in this Agreement creates any agency, partnership, joint

venture, employment, or fiduciary relationship between you and Company. You do not have authority to bind Company in any manner.

20.9. Compliance With Laws. You will comply with all Applicable Law in connection with your

access to and use of the Service. Company’s failure to enforce any provision of this Agreement does not constitute a waiver and does not limit Company’s rights.

20.10. Export Controls. Without limiting Section 3.5 (Export Controls and Sanctions), you agree that

you will not use, export, re-export, transfer, or disclose the Service, Outputs, or related technical data in violation of U.S. export control or sanctions laws or other Applicable Law. You represent and warrant ongoing compliance with such laws.

20.11. Language. This Agreement is written in English. If Company provides a translation, it is

provided for convenience only. To the maximum extent permitted by Applicable Law, the English version controls in the event of any conflict or inconsistency.

20.12. Changes to Contact Points. Company may update its contact information for notices or support

by posting updated contact details within the Service. Your continued use of the Service after such posting constitutes acceptance of the updated contact information for future notices.

20.13. How to Contact Company. Company contact details: