ConductorAI SaaS Terms and Conditions

These Software as a Service Terms and Conditions, including the Order Form(s) which by this reference is/are incorporated herein (the “Terms”), is a binding agreement between ConductorAI Corporation (“ConductorAI”) and the person or entity identified on the Order Form as the licensee of the Software (“Customer”).ConductorAI provides the products and/or services identified the Order Form(s) (individually and collectively, the “Services”) solely on the terms and conditions set forth in these Terms. By completing an Order Form, Customer expressly accepts and agrees to be legally bound as follows:

1. Definitions

a. “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by ConductorAI in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
b. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms and (ii) for whom access to the Services has been granted by ConductorAI.
c. “ConductorAI IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, ConductorAI IP includes Aggregated Statistics and any information, data, or other content derived from ConductorAI’s monitoring of Customer’s access toor use of the Services, but does not include Customer Data.
d. “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
e. “Documentation” means ConductorAI’s end user documentation relating to the Services.
f. “Order Form” means the order form(s) filled out and submitted by or on behalf of Customer, and accepted by ConductorAI, for Customer’s purchase of the license(s) for the Services granted under these Terms.
g. “Third-Party Products” means any third-party products provided with or incorporated into the Services

2. Access and Use

a. Provision of Access. Subject to and conditioned on Customer’s payment of Fees or registration for a free evaluation or trial period (where applicable) and compliance with all other terms and conditions of these Terms, ConductorAI hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. ConductorAI shall provide to Customer any necessary passwords and network links or connections to allow Customer to access the Services.
b. Documentation License. Subject to the terms and conditions contained in these Terms, ConductorAI hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
c. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in these Terms. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv)remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
d. Reservation of Rights. ConductorAI reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the ConductorAI IP.
e. Suspension. Notwithstanding anything to the contrary in these Terms, ConductorAI may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) ConductorAI reasonably determines that (A) there is a threat or attack on any of the ConductorAIIP; (B) Customer’s or any Authorized User’s use of the ConductorAI IP disrupts or poses a security risk to the ConductorAI IP or to any other customer or vendor of ConductorAI; (C) Customer, or any Authorized User, is using the ConductorAI IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) ConductorAI’s provision of theServices to Customer or any Authorized User is prohibited by applicable law; or(ii) any vendor of ConductorAI has suspended or terminated ConductorAI’s access to or use of any third-party services or products required to enable Customer to access the Services (any such suspension described in sub clause (i) or (ii),a “Service Suspension”). ConductorAI shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following anyService Suspension. ConductorAI shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. ConductorAI will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
f. Aggregated Statistics. Notwithstanding anything to the contrary in these Terms, ConductorAI may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between ConductorAI and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by ConductorAI. Customer acknowledges that ConductorAI may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that ConductorAI may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

3. Customer Responsibilites

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

4. Service Levels and Support

‍If specified in a corresponding Order Form, and subject to the terms and conditions of these Terms, ConductorAI shall provide the support services described in the Order Form and/or use commercially reasonable efforts to make the Services available in accordance with the service levels set out in the Order Form.

5. Fees and Payment

a.  Fees. Customer shall pay ConductorAI the fees (“Fees”) as set forth in a corresponding Order Form without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in the Order Form. If Customer fails to make any payment when due, without limiting ConductorAI’s other rights and remedies: (i) ConductorAI may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse ConductorAI for all reasonable costs incurred by ConductorAI in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, ConductorAI may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
b.  Taxes. All Fees and other amounts payable by Customer under these Terms are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on ConductorAI’s income.

6. Confidential Information

From time to time during the Term, either ConductorAI or Customer (each a “Disclosing Party”) may disclose or make available to the other party (each a “Receiving Party”) information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information in written or electronic form or media, that is marked, designated, or otherwise identified as “confidential”(collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure; (c)rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (d) independently developed by the Receiving Party. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party’s employees who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations in accordance with these Terms. Notwithstanding the foregoing, either party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under these Terms, including to make required court filings. On the expiration or termination of these Terms, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the DisclosingParty that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.

‍7. Intellectual Property Ownership; Feedback

a. ConductorAI IP. Customer acknowledges that, as between Customer and ConductorAI, ConductorAI owns all right, title, and interest, including all intellectual property rights, in and to the ConductorAIIP, and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
b. Customer Data. ConductorAI acknowledges that, as between ConductorAI and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the CustomerData. Customer hereby grants to ConductorAI a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for ConductorAI to provide theServices to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
c.  Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to ConductorAI by mail, email, telephone, or otherwise, suggesting or recommending changes to the ConductorAI IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), ConductorAI is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to ConductorAI on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and ConductorAI is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although ConductorAI is not required to use any Feedback.

‍8. Warranty Disclaimer

THE CONDUCTORAI IP IS PROVIDED “AS IS” AND CONDUCTORAI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CONDUCTORAI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CONDUCTORAI MAKES NO WARRANTY OF ANY KIND THAT THE CONDUCTORAI IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION (EXCEPT WITH RESPECT TO ANY SERVICE LEVELS SPECIFIED IN AN ORDER FORM), ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9. Indemnification

a. ConductorAI Indemnification.
‍i. ConductorAI shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with these Terms, infringes or misappropriates such third party’s US intellectual property rights, provided that Customer promptly notifies ConductorAI in writing of the claim, cooperates with ConductorAI, and allows ConductorAI sole authority to control the defense and settlement of such claim.
ii.  If a Third-party Claim is made or appears possible, Customer agrees to permit ConductorAI, at ConductorAI’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If ConductorAI determines that neither alternative is reasonably available, ConductorAI may terminate these Terms, in their entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
iii. This Section 9.a will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by ConductorAI or authorized by ConductorAI in writing;(B) modifications to the Services not made by ConductorAI; (C) Customer Data; or (D) Third-Party Products.
b. Customer Indemnification. Customer shall indemnify, hold harmless, and, at ConductorAI’s option, defend ConductorAI from and against any Losses resulting from any Third-Party Claim that the CustomerData, or any use of the Customer Data in accordance with these Terms, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by these Terms; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by ConductorAI or authorized by ConductorAI in writing; or (iv) modifications to the Services not made by ConductorAI, provided that Customer may not settle any Third-PartyClaim against ConductorAI unless ConductorAI consents to such settlement, and further provided that ConductorAI will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereofby counsel of its own choice.
c. Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND CONDUCTORAI’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY

10. Limitations of Liability

IN NO EVENT WILL CONDUCTORAI BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FORANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, INEACH CASE REGARDLESS OF WHETHER CONDUCTORAI WAS ADVISED OF THE POSSIBILITY OFSUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. INNO EVENT WILL CONDUCTORAI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT,TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO CONDUCTORAI UNDER THESE TERMS IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.

11. Term and Termination

a. Term. These Terms will take effect on the Effective Date and, unless terminated earlier pursuant to these Terms’ express provisions, will continue in effect for the duration indicated in the corresponding Order Form, or in the case of a free trial or evaluation, for the duration of the trial or evaluation period (the “Term”).
b. Termination. In addition to any other express termination right set forth in these Terms, ConductorAI may terminate theseTerms, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than thirty (30)days after ConductorAI’s delivery of written notice thereof; or (B) otherwise materially breaches any of these Terms.
c. Effect of Expiration or Termination. Upon expiration or earlier termination of these Terms, Customer shall immediately discontinue use of the Services and ConductorAI IP, and Customer shall delete, destroy, or return all copies of any ConductorAI IP in its possession and certify in writing to ConductorAI that the ConductorAI IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
d. Survival. This Section 11.d and Sections 1, 5, 6, 7, 8, 9, 10, and 12 survive any termination or expiration of these Terms.

12. Miscellaneous

a. Entire Agreement. These Terms, together with any Order Form(s) and other documents incorporated herein by reference, constitute the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms, the correspondingOrder Form(s), and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, these Terms; (ii) second, any OrderForm(s); and (iii) third, any other documents incorporated herein by reference.
b. Force Majeure. In no event shall ConductorAI be liable to Customer, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms, if and to the extent such failure or delay is caused by any circumstances beyond ConductorAI’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
c. Amendment and Modification; Waiver. No amendment to or modification of these Terms is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Term swill operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
d. Severability. If any provision of theseTerms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
e. Governing Law; Submission to Jurisdiction.These Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
f. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of ConductorAI, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. These Terms are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.g
. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
h. US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R.§ 227.7204, with respect to the Department of Defense and their contractors, or(b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.