Terms and Conditions

Engagement

• Subject to these Terms, Company will provide you a limited, revocable, non-transferable, non-sub-licensable, and non-exclusive licence to access and use the platform in accordance with the service level terms set out below and reasonable technical support services. This Agreement also governs any additional services described in an applicable Order Form.
• This Agreement is on a non-exclusive basis. Company shall have no exclusive obligation to provide access to the platform solely to you. You shall be free to subscribe to any other software from any other person.

Restrictions and Responsibilities

You will not, directly or indirectly:

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the platform or any related documentation
• Modify, translate, or create derivative works based on the platform, except to the extent expressly permitted by Company
• Use the platform for timesharing or service bureau purposes, or otherwise for the benefit of a third party
• Remove any proprietary notices or labels from the platform
• Use the platform other than in compliance with these Terms and all applicable laws and regulations
• Use the platform in connection with unsolicited messages (spam), or to collect data about third parties without their consent
• Attempt to gain unauthorised access to any part of the platform or its related systems or networks

You are responsible for maintaining account credentials securely and for all activity that occurs under your account. You agree to cooperate with Company and provide all assistance reasonably requested in connection with the provision of the platform.

Confidentiality

• Each Party (the "Receiving Party") understands that the other Party (the "Disclosing Party") may disclose business, technical, or financial information that is confidential or proprietary in nature ("Proprietary Information"). Proprietary Information of Company includes information regarding features, functionality, and performance of the platform. Proprietary Information of you includes any non-public data you provide. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use or divulge it to any third party except to employees, representatives, and agents with a need to know who are bound to duties of confidentiality at least as onerous as this Agreement. These obligations do not apply to information that is or becomes publicly available other than through a breach of this Agreement, was independently developed, or is required to be disclosed by law (provided prior notice is given where legally permitted).
• Notwithstanding the above, Company shall have the right to access, collect, use, and analyse metadata and other information relating to the provision, use, and performance of the platform to improve and enhance the Services and to produce anonymised and aggregated data ("Anonymised Data") that cannot be identified as relating to a particular individual or company. Company may use, disclose, and transmit Anonymised Data for any purpose without restriction.
• Each Party shall, upon the other Party's written request, securely destroy or return all Proprietary Information (including copies) in its custody or control.

Payment of Fees

• Company will bill you as per the fees specified in the applicable Order Form or fee schedule published on the platform ("Fees"). All Fees are invoiced and payable in USD unless otherwise stated. Company reserves the right to revise Fees at the end of any subscription term. If you reasonably believe that Company has billed you incorrectly, you must notify Company no later than 15 days after the closing date on the first billing statement in which the error appeared, by contacting [email protected].
• Where payment is by invoice, full payment must be received within 15 days of the invoice date. Unpaid amounts are subject to immediate suspension or termination of access at the discretion of Company. You are responsible for all taxes associated with the Services.
• Fees for the Services do not include any taxes, levies, duties, or similar governmental assessments. You are responsible for all taxes associated with the Services, other than taxes assessable against Company based on its income, property, or employees. If Company has the legal obligation to collect taxes for which you are responsible, Company will invoice them to you.

Intellectual Property Rights; Feedback

You retain all ownership and intellectual property rights in and to any data you submit to the platform ("Customer Data"). You grant Company and its affiliates a non-exclusive, transferable, royalty-free licence to use, copy, transmit, modify, and process Customer Data solely to provide the Services, in accordance with the Privacy Policy, and to operate, improve, and expand Company's Services. You are solely responsible for the accuracy, quality, integrity, and legality of Customer Data.

• Company IP. Company owns and retains all rights in and to the platform, all related documentation, software, designs, and derivative works thereof. "Company IP" includes all trade secrets, know-how, source code, copyright, designs, inventions, patents, service marks, trademarks, and other intellectual property rights of Company.
• Reservation of Rights. Each party grants the other only the licences and rights to such party's intellectual property as expressly set out in this Agreement. No other licences or rights are granted, directly, by implication, or otherwise.
• Feedback. You may voluntarily submit questions, comments, suggestions, ideas, or other materials about the Services ("Feedback"). You grant Company a perpetual, irrevocable licence to use such Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation.

Term and Termination

• This Agreement commences on the Effective Date and continues for the initial subscription term specified in the applicable Order Form ("Initial Term"). Unless otherwise specified, the term will automatically renew for successive periods equal to the Initial Term unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.
• Either party may terminate this Agreement upon 30 days' written notice if the other party materially breaches any term and fails to cure such breach within the notice period. Company may suspend or terminate access immediately without notice in the case of non-payment. Company may also terminate immediately if there is a material change in circumstances such that continued provision of the Services is not feasible. You will pay in full for the Services up to and including the last day on which the Services are provided.
• Upon termination: (a) Company shall cease and revoke all licences granted under this Agreement; (b) you shall immediately stop using the Services; (c) outstanding payments become due immediately. You will have restricted access to the platform for 30 days following termination for the purpose of retrieving Customer Data. Sections on Confidentiality, Intellectual Property, Warranty Disclaimers, Indemnity, and Limitation of Liability survive termination.

Warranty and Disclaimers

• Each party represents and warrants that it has validly entered into this Agreement and has the legal power to do so.
• Company shall use reasonable efforts consistent with prevailing industry standards to maintain the platform in a manner which minimises errors and interruptions. The platform may be temporarily unavailable for scheduled or emergency maintenance, or for other causes beyond Company's reasonable control. Company shall use reasonable efforts to provide advance notice of scheduled service disruption.
• THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

Indemnity

• Indemnification by Company. Company will defend you against any claim by a third party alleging that your use of the platform in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights, and will indemnify you from damages, legal fees, and costs finally awarded as a result, provided that you: (a) promptly give Company written notice; (b) give Company sole control of the defence and settlement; and (c) provide all reasonable assistance at Company's cost. This obligation does not apply where the claim arises from your Customer Data, your use of the platform other than as permitted, or any modification not made by Company.
• Indemnification by You. You will defend Company and its affiliates against any claim alleging that (i) your Customer Data or use thereof with the platform infringes a third party's intellectual property rights or violates applicable law, or (ii) the combination of any software or systems with the platform infringes a third party's intellectual property rights. You will indemnify and hold Company harmless from all damages, liabilities, fines, settlements, legal fees, and expenses arising from any such claim.

Limitation of Liability

• In no event will either party have any liability to the other for any lost profits or revenues, or for any indirect, special, incidental, consequential, cover, or punitive damages, however caused, whether in contract, tort, or under any other theory of liability, even if advised of the possibility of such damages.
• Subject to clause (3) below, in no event will Company's aggregate liability arising out of or related to this Agreement (whether in contract or under any other theory of liability) exceed the total amount paid by you in the billing period preceding the last event giving rise to the liability ("Standard Cap").
• Company's aggregate liability arising from any breach of confidentiality or intellectual property obligations shall not exceed, in the aggregate, three times the Standard Cap.
• Company shall not be held liable for any loss or damage attributable to your own actions.

Security; Data Handling

Company will implement and maintain commercially reasonable industry-standard physical, technical, and organisational measures designed to protect Customer Data against unlawful or accidental access, unauthorised processing, disclosure, destruction, damage, or loss. Company will promptly notify you of any incidents affecting the confidentiality, integrity, or availability of Customer Data. To the extent Company processes any Customer Personal Data on your behalf in connection with the Services, the Data Processing Agreement at https://name.ai/legal/dpa, which is incorporated by reference, shall apply.

Miscellaneous

• Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in full force and enforceable.
• Assignment. This Agreement is not assignable or transferable by you except with Company's prior written consent. Company may transfer and assign any of its rights and obligations without consent.
• Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes all prior written and oral agreements, communications, and understandings relating to the subject matter hereof.
• No Agency. No agency, partnership, joint venture, or employment is created as a result of this Agreement.
• Notices. Company may provide notices via email or through the platform. You must provide notices to Company by email to [email protected], marked "Attention: Legal Department".
• Governing Law. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Disputes that cannot be resolved by good faith negotiations shall be referred to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, conducted confidentially in San Francisco, California.
• Press and Marketing. Company may disclose that you are a customer and use your name and logo to identify you as a customer on Company's website and marketing materials, subject to your right to withdraw consent in writing.
• U.S. Federal Government. If you are a U.S. federal government entity, the platform is provided as a "Commercial Item" as defined in 48 C.F.R. 2.101.
• Export Controls. You will comply with all applicable export control laws, including U.S. export control laws. You represent that neither you nor any of your affiliates or users are persons prohibited from dealing with Company by virtue of any applicable law or regulation, including names appearing on the U.S. Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals list.
• Injunctive Relief. Each party acknowledges that the other may suffer irreparable damage in the event of a breach of provisions pertaining to intellectual property rights or Proprietary Information, and that either party shall be entitled to seek injunctive relief in any court of competent jurisdiction in addition to any other rights.

Exhibit A — Service Level Terms

The platform shall be available 99% of the time, measured monthly, excluding US federal holidays, weekends, and scheduled maintenance windows. Scheduled maintenance takes place weekly on Sunday from 2:00 AM to 6:00 AM local time (data centre location). Downtime resulting from outages of third-party connections or utilities, or other causes beyond Company's reasonable control, will be excluded from any such calculation.

Exhibit B — Support Terms

Company will provide technical support to you via email on weekdays during the hours of 8:00 AM through 5:00 PM EST, excluding holidays. You may initiate a support request by sending an email to [email protected] at any time. Company will use commercially reasonable efforts to respond to all support requests within 3 business days.