MASTER AI SERVICES AGREEMENT

This Master AI Services Agreement (this “Agreement”) is entered into by and between AI50 Inc., a Michigan corporation (“AI50”) with a place of business at Canton and Client a [MI]. AI50 and Customer are sometimes referred to jointly as the “parties” or singularly as a “party.”

RECITALS

WHEREAS,  Customer desires to obtain access to the AI Services with respect to certain of its information technology needs; and AI50 wishes to provide the AI Services to Customer, each on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. AI SERVICES

1.1 Purpose. This Agreement sets forth the terms and conditions under which AI50 agrees to provide (i) certain hosted Large Language Model as a Service (“LLMaaS”) for certain AI applications (each such application together with any applicable documentation thereto, and programming and user interfaces therefor, an “AI System”) to Authorized Users, as further set forth on each order form (“Order Form”) and (ii) if applicable, all other implementation services, customization, integration, data import and export, monitoring, technical support, maintenance, training, backup and recovery, and change management (“Professional Services” together with LLMaaS, the “AI Services”) related to Customer’s access to, and use of, such LLMaaS and each AI System, as further set forth on each statement of services (“Statement of Work”) issued hereunder (Order Forms and Statements of Work are sometimes referred to jointly as a “Statement of Services”).

1.2 The AI Services; Access and Use License. Subject to the terms and conditions of this Agreement, during the Term, AI50 shall use commercially reasonable efforts to provide Customer the Professional Services. Subject to the terms and conditions of this Agreement, during the Term, AI50 hereby grants Customer and Authorized Users a non-exclusive, non-sublicensable, nontransferable, worldwide license to access and use the AI System, solely for internal business purposes as set forth herein.

1.3 LLMaaS. Each applicable Order Form shall specify and further describe the LLMaaS to be provided in accordance with the representations and warranties set forth herein, and shall identify, each applicable AI System, user limitations, fees, subscription term and other applicable terms and conditions. AI50’s LLMaaS leverages Microsoft’s Azure AI platform and Microsoft Fabric for service delivery. For the avoidance of doubt, if there is a conflict between the terms of this Agreement and the terms of any Order Form, the terms of this Agreement will control the conflict.

1.4 Professional Services. Each applicable Statement of Work shall specify and further describe the Professional Services to be provided in accordance with the representations and warranties set forth herein, and may, but need not, include, the Professional Services offered, limitations, milestones, fees, term and other applicable terms and conditions. For the avoidance of doubt, if there is a conflict between the terms of this Agreement and the terms of any Statement of Work, the terms of this Agreement will control the conflict.

1.5 Changes to AI System. AI50 may, in its sole discretion, make any changes to any AI System that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of AI50’s products or services to its customers, (b) the competitive strength of, or market for, AI50’s products or services, (c) such AI System’s cost efficiency or performance, or (ii) to comply with applicable law. All such changes and modifications are subject to the license grants to Customer in this Section 1. AI50 will use commercially reasonable efforts to notify Customer in advance of any material changes that may disrupt the AI System.

2. AI SYSTEM ACCESS AND AUTHORIZED USER

2.1 Administrative Users. During the configuration and set-up process for each AI System, Customer will identify a tenant administrative owner.

2.2 Authorized Users. Customer may allow such number of Customer’s employees and/or independent contractors as is indicated on an Order Form to use the applicable AI System on behalf of Customer as “Customer Users.” Additionally, if applicable to an AI System, Customer may allow such number of designees (“Vendor Users” and together with Customer Users, “Authorized Users”) to access each AI System in connection with such Authorized Users’ activity with Customer through such AI System subject to the terms of this Agreement. Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users replacing former Authorized Users who no longer require ongoing use of the applicable AI System.

2.3 Authorized User Conditions to Use. As a condition to access and use of an AI System, each Authorized User shall agree to abide by the terms of this Agreement, and, in each case, Customer shall ensure such compliance. Customer shall immediately notify AI50 of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation and shall be liable for any breach of this Agreement by any Authorized User.

2.4 Account Responsibility. Customer will be responsible for (i) its and its Authorized Users’ access and use of the AI System and LLMaaS, and (ii) securing its AI50 account, passwords (including but not limited to administrative and user passwords) and files. However, AI50 will ensure that prior to access and use of an AI System by an Authorized User, each Authorized User is required to set up Single Sign On and Multi-Factor User Authentication security measures.

3. ADDITIONAL RESTRICTIONS AND RESPONSIBILITIES

3.1 Restrictions on AI System Usage. Customer will not, nor permit or encourage any third party to, directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to an AI System or any software, documentation or data related to an AI System (“Software”); (ii) modify, translate, or create derivative works based on an AI System or any Software; (iii) use an AI System or any Software for timesharing or service bureau purposes; (iv) modify, remove or obstruct any proprietary notices or labels; or (v) use any Software or an AI System in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with such Software or AI System. Customer will comply with any additional usage restrictions specified in an applicable Order Form. For the avoidance of doubt, Software and the AI Services are the Confidential Information of AI50, and Customer will comply with Section 5 with respect thereto.

3.2 Customer Compliance. Customer shall use, and will ensure that all Authorized Users use, each AI System, Software, and the AI Services in full compliance with this Agreement and all applicable laws and regulations, including but not limited to laws governing the privacy and security of protected or confidential information. AI50 may suspend Customer’s account and access to each AI System and performance of the AI Services at any time if AI50 reasonably believes that Customer is in violation of this Agreement; provided that AI50 shall undertake commercially reasonable efforts to provide Customer with notice and an opportunity to cure prior to any such suspension. Although AI50 has no obligation to monitor Customer’s use of an AI System, AI50 may do so.

3.3 Responsible AI Practices. Customer acknowledges that the outputs generated by the AI System may be unpredictable, biased, or inappropriate. Customer agrees to use the AI System responsibly, to monitor its outputs, and to promptly notify AI50 of any concerns. Customer shall not use the AI System for any illegal, harmful, or offensive purposes, or in any way that violates the rights of others.

3.4 Cooperation. Customer shall provide all cooperation and assistance as AI50 may reasonably request that is necessary to enable AI50 to exercise its rights and perform its obligations under, and in connection with, this Agreement, including providing AI50 with such access to Customer’s premises and its information technology infrastructure as is necessary for AI50 to perform the AI Services in accordance with this Agreement.

Acceptable Use Policy. Customer agrees to comply with the Acceptable Use Policy attached hereto as Exhibit D, which sets forth the permitted and prohibited uses of the AI System. AI50 reserves the right to suspend or terminate Customer’s access to the AI System if Customer violates the Acceptable Use Policy.

3.5 Training and Education. Customer shall use commercially reasonable efforts to cause Customer Users to be, at all times, educated and trained in the proper use and operation each AI System such Customer Users utilize, and to ensure that each AI System is used in accordance with this Agreement.

3.6 Customer Systems. Customer shall be responsible for maintaining—both the functionality and security of—any equipment and ancillary services owned or licensed by Customer and needed to connect to, access or otherwise use each AI System, including modems, hardware, servers, software, operating systems, networking, web servers and the like.

4. SUPPORT SERVICES. AI50 will provide Customer with support services in connection with the AI System in accordance with the Service Level Agreement, entered into by and between AI50 and Customer (such Service Level Agreement is incorporated herein by reference). Given AI50’s reliance on Microsoft’s Azure AI and Microsoft Fabric platforms, certain support services may be subject to Microsoft’s own SLAs and practices.

Export Compliance. Customer acknowledges that the AI System may be subject to export control laws and regulations of the United States and other countries. Customer will not export, re-export, or transfer the AI System in violation of such laws and regulations. Customer will obtain any required export licenses or approvals at its own expense.

4.1 Service Level Agreement. AI50 will provide technical support services to Customer in accordance with the Service Level Agreement attached hereto as Exhibit B. The Service Level Agreement shall include response time commitments for different levels of severity and detail the procedures for reporting and resolving technical issues.

5. CONFIDENTIALITY

5.1 Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has been, and may be, exposed to or acquired business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information”). Confidential Information of AI50 includes non-public information regarding features, functionality and performance of each AI System and Software. Confidential Information of Customer includes non-public data provided by Customer to AI50 to enable the provision of access to, and use of, the AI Services as well as all content, data and information recorded and stored by each AI System for Customer (“Customer Data”). The terms and conditions of this Agreement, including all pricing and related metrics, are AI50’s Confidential Information.

5.2 Exceptions. Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information (other than Customer Data) that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party.

5.3 Non-use and Non-disclosure. With respect to Confidential Information of the Disclosing Party, the Receiving Party agrees to: (i) use the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure, of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer reproduce, or divulge such Confidential Information to any third party, except the Receiving Party’s employees, legal and financial advisors and those third parties with a “need-to-know” and that have signed a non-disclosure agreement with terms at least as restrictive as the provisions of this Agreement or are otherwise legally obligated not to disclose such Confidential Information, prior to any disclosure to such third parties, (iii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, this Agreement.

5.4 Compelled Disclosure. Notwithstanding Section 5.3, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a court order or applicable law; provided, however that the Receiving Party delivers reasonable advance notice of such disclosure to the Disclosing Party and uses reasonable efforts to secure confidential treatment of such Confidential Information, in whole or in part.

5.5 Protection of Customer Data. The parties will comply with the Data Processing Addendum attached hereto as Exhibit A (“DPA”), that is hereby incorporated by reference into this Agreement. Given AI50’s use of Microsoft’s Azure AI and Microsoft Fabric platforms, the DPA will account for Microsoft’s role as a subprocessor and incorporate relevant data protection terms from Microsoft’s agreements.

5.6 Customer Data Security. AI50 will implement and maintain appropriate technical and organizational measures to protect Customer Data from unauthorized access, use, disclosure, or destruction. Such measures shall include, but not be limited to, encryption of data in transit and at rest, secure access controls, and regular security audits. In the event of a security breach involving Customer Data, AI50 will promptly notify Customer and take reasonable steps to investigate and mitigate the effects of the breach.

6. PROPRIETARY RIGHTS

6.1 Customer Ownership. As between the parties, Customer shall own all right, title and interest in and to the Customer Data. Customer hereby grants to AI50 a non-exclusive, non-transferable, non-sublicensable, worldwide and royalty-free license to use Customer Data solely to provide the AI Services to Customer hereunder.

6.2 AI50 Ownership. As between the parties, AI50 shall own and retain all right, title and interest in and to (i) each AI System, Software and the AI Services and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the AI Services, and (iii) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, “AI50 IP”). To the extent Customer acquires any right, title or interest in the AI System, the Software or the AI Services or any intellectual property rights or other proprietary rights associated therewith or embodied therein, Customer hereby assigns all of its right, title and interest in such AI50 IP to AI50.

6.3 Output Ownership. Unless otherwise agreed in writing, AI50 shall own all outputs generated by the AI System based on prompts or inputs provided by Customer or its Authorized Users (“AI-Generated Content”). AI50 hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, perpetual license to use, reproduce, and modify the AI-Generated Content for its internal business purposes only. Customer acknowledges that the AI-Generated Content may be similar or identical to content generated for other customers, and that AI50 shall be free to use and commercialize such AI-Generated Content in its sole discretion.

6.4 Feedback License. If Customer or any of its Authorized Users provide any suggestions, ideas, enhancement requests, feedback or recommendations regarding the AI Services (“Feedback”), Customer hereby grants AI50 a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the AI Services and AI50’s other offerings.

6.5 Aggregated Data. For the avoidance of doubt, AI50 may use, reproduce and disclose, for any lawful purpose and without notifying Customer and without obtaining Customer’s prior permission or consent, AI System-, Software- and AI Services-related information, data and material that is anonymized, de-identified, or that could otherwise be used to identify Customer or any other identifiable individual person or entity, including without limitation, information, data and material that is based on or derived from Customer Data (“Aggregated Data”). Such lawful purposes may include, without limitation, use of Aggregated Data to promote the AI System, Software, and the AI Services (and/or AI50’s other products or services), for evaluating the efficiency, utility and functionality of the AI System, Software, and the AI Services (and/or AI50’s other products or services), and for enhancing and improving the AI System, Software, and the AI Services (and/or AI50’s other products or services). All Aggregated Data is and shall at all times remain the sole and exclusive property of AI50.

6.6 No Other Rights. No rights or licenses are granted except as expressly set forth herein.

7. FEES & PAYMENT

7.1 Fees. Customer will pay AI50 the then-applicable fees described in an Order Form or Statement of Work, as applicable, in accordance with the terms set forth therein (“Fees”), including, for the avoidance of doubt, any fees incurred through Customer’s use of an AI System exceeding a services capacity parameter specified on an Order Form.

7.2 Renewal Fees. 60 days in advance of the renewal date, AI50 will provide customer with a notice for renewal that will include the renewal fee and renewal term length, including specific dates. Upon confirmation from Customer, AI50 will provide an order form for the authorized Customer executive to sign. Upon signature of the order form, AI50 will charge the first renewal fee with Customer having net 30 days to provide payment. Each “Renewal Fee” shall equal the Service Fee or Renewal Fee, as applicable, due to AI50 during previous term as may be increased through mutual acceptance of the parties and specified on the applicable Order Form; provided, if the Initial Term was greater than one (1) year, for purposes of calculating the initial Renewal Fee the Service Fee shall be prorated to one (1) year. Notwithstanding the foregoing, if Customer is not liable to AI50 for a Service Fee under an Order Form, no Renewal Fees shall be charged to Customer with respect to such Order Form.

7.3 Reimbursable Expenses. In addition to the Fees, if applicable, Customer shall reimburse AI50 for reasonable out-of-pocket expenses incurred by AI50 in connection with performing the Professional Services and in each case approved in writing by Customer prior to such expenses being incurred.

7.4 Payment. AI50 will issue invoices for Fees to Customer. Full payment for the undisputed portions of any invoices issued in any given month must be received by AI50 thirty (30) days after the receipt of the applicable invoice (unless otherwise specified on the applicable Order Form). Unpaid amounts of undisputed invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. In addition to any other remedies available, AI50 may suspend AI Services in the event of payment delinquency of an undisputed invoice that has not been cured within ten (10) days of notice to Customer of such delinquency.

7.5 Payment Disputes. If Customer believes that AI50 has billed Customer incorrectly, Customer must contact AI50 no later than thirty (30) days after the closing date on the first billing statement in which the believed error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to AI50’s customer support department or the applicable Account Manager.

7.6 Taxes. Customer shall pay, and shall be liable for, all taxes relating to AI50’s provision of the AI Services hereunder. AI50 shall pay, and shall be liable for, taxes based on its net income or capital.

7.7 No Deductions or Setoffs. All amounts payable to AI50 hereunder shall be paid by Customer to AI50 in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason except as may be required by applicable law.

8. TERM AND TERMINATION

8.1 Term. This Agreement shall remain in effect so long as there is an active Statement of Services, unless the Agreement is terminated as provided below (the “Term”). The term of each Statement of Services shall begin on the applicable “Services Effective Date” and continue for the “Service Term,” in each case as specified in such Statement of Services. Each Order Form shall renew upon advance mutual agreement (no later than thirty (30) days prior to the expiration of the then current Service Term) of the parties for additional (i) one (1) year periods if the Service Term is equal to or greater than one (1) year, or (ii) periods equal to the Service Term if the Service Term is less than one (1) year (each, a “Renewal Term”).

8.2 Termination. AI50 may terminate this Agreement upon written notice to Customer if no Statement of Services is in effect. In addition to any other remedies it may have, either party may also terminate this Agreement upon written notice if the other party fails to pay any undisputed amount when due and fails to cure within ten (10) days of being notified of the delinquency or otherwise materially breaches this Agreement and fails to cure such breach within thirty (30) days or such longer period as agreed upon by both parties in writing after receipt of written notice of such breach from the non-breaching party. Customer may terminate this Agreement at any time (i) for convenience upon sixty (60) days’ written notice to AI50; provided, it is expressly agreed that Customer shall not activate this termination provision to circumvent the requirements of this Agreement in any way.

8.3 Effect of Termination. Upon termination of the Agreement, each outstanding Statement of Services, if any, shall terminate and Customer shall immediately cease all use of, and all access to, the LLMaaS and AI50 shall immediately cease providing the Professional Services. If AI50 terminates this Agreement for non-payment or material breach (as set forth in this Section), all Fees for AI Services rendered to date will become immediately due and payable.

8.4 Survival. Sections 3.1, 5, 6, 7 (solely with respect to any fees owed for services already rendered at the time of termination or expiration), 8.4, and 10–18 shall survive any termination or expiration of this Agreement. All other rights and obligations shall be of no further force or effect.

9. WARRANTY AND DISCLAIMER

9.1 Warranties. AI50 represents and warrants that it will perform the Professional Services in a professional and workmanlike manner. Each party represents and warrants that it has the legal power to enter into this Agreement. Additionally, Customer warrants that (i) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by an AI System and the AI Services.

9.2 AI Model Limitations. Customer acknowledges that the AI System is based on machine learning models that may produce outputs that are biased, inaccurate, offensive or otherwise inappropriate. AI50 does not warrant that the AI System will be error-free, accurate, complete or suitable for any particular purpose. Customer uses the AI System at its own risk and discretion.

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A STATEMENT OF SERVICE, AI50 DOES NOT WARRANT THAT ACCESS TO THE AI SYSTEMS, SOFTWARE OR AI SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES AI50 MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE AI SERVICES. FURTHER, AI50 MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO AI SERVICES PROVIDED BY THIRD PARTY TECHNOLOGY SERVICE PROVIDERS RELATING TO OR SUPPORTING AN AI SYSTEM, INCLUDING HOSTING AND MAINTENANCE SERVICES PROVIDED BY MICROSOFT VIA AZURE AI AND MICROSOFT FABRIC, AND ANY CLAIM OF CUSTOMER ARISING FROM OR RELATING TO SUCH SERVICES SHALL, AS BETWEEN AI50 AND SUCH SERVICE PROVIDER, BE SOLELY AGAINST SUCH SERVICE PROVIDER. EXCEPT AS SET FORTH HEREIN, THE CUSTOMER DATA, AI SYSTEMS, SOFTWARE AND AI SERVICES ARE PROVIDED “AS IS,” AND EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE THERETO, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. INDEMNITY

10.1 Indemnification by AI50. AI50 will defend Customer and its affiliates, and their respective directors, officers, agents, and employees from and against any claim, suit, demand, or action made or brought against Customer by a third party arising out of or related to (a) the AI Services, or Customer’s use or access thereof in accordance with this Agreement, infringes any intellectual property rights of such third party, or (b) AI50’s breach of its obligations under this Agreement, and will indemnify and hold harmless Customer from any damages, losses, liabilities, costs and fees (including reasonable attorney’s fees) in connection with or in settlement of any such claim, suit, demand, or action. The foregoing obligations in sub-section (a) do not apply with respect to portions or components of any AI System or Service (i) not supplied by AI50, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified by Customer after delivery, or granting of access, by AI50, (iv) combined with other products, processes or materials by Customer where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the AI Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, an AI System is held by a court of competent jurisdiction to be or is believed by AI50 to be infringing, AI50 may, at its option and expense (a) replace or modify such AI System to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using such AI System, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for such AI System. This Section states Customer’s sole and exclusive remedies for claims of infringement.

10.2 Indemnification by Customer. Customer will defend AI50 and its affiliates, and their respective directors, officers, agents, and employees from and against any claim, suit, demand, or action made or brought against AI50 by a third party arising out of or related to (a) Customer’s or its Authorized Users’ use of the AI System or AI Services in breach of this Agreement or in violation of applicable law; (b) the Customer Data or the combination of the Customer Data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by the Customer Data or by the use, development, design, production, advertising or marketing of the Customer Data; or (c) a dispute between Customer and any Authorized User, and will indemnify and hold harmless AI50 from any damages, losses, liabilities, costs and fees (including reasonable attorney’s fees) in connection with or in settlement of any such claim, suit, demand, or action.

10.3 Indemnification Procedures. Customer Complaints. In the event Customer is dissatisfied with the outputs of the AI System, Customer may submit a formal complaint to AI50 in accordance with the Complaint Resolution Procedure set forth in Exhibit C. AI50 will promptly investigate and attempt to resolve all such complaints, and will escalate any unresolved complaints to senior management for review.

The indemnified party will promptly notify the indemnifying party in writing of any claim, suit, demand or action for which it seeks indemnification pursuant to this Section 10 (each, an “Action”) and cooperate with the indemnifying party at the indemnifying party’s expense. The indemnifying party will promptly take control of the defense and investigation of such Action and will employ counsel reasonably acceptable to the indemnified party to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party will not settle any Action in a manner that adversely affects the rights of the indemnified party without the indemnified party’s prior written consent, which will not be unreasonably withheld or delayed. The indemnified party’s failure to perform any obligations under this Section 10.3 will not relieve the indemnifying party of its obligations under this Section 10 except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure.

10.4 Indemnification Procedures. The indemnified party will promptly notify the indemnifying party in writing of any claim, suit, demand or action for which it seeks indemnification pursuant to this Section 10 (each, an “Action”) and cooperate with the indemnifying party at the indemnifying party’s expense.  

11. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS OR BREACH OF SECTION 4 (“CONFIDENTIALITY”), IN NO EVENT SHALL (I) EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED IN THE AGGREGATE THE TOTAL FEES PAID OR OWED BY CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT), AND (II) EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF A PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. NOTWITHSTANDING THE PRECEDING SENTENCE, IN NO EVENT SHALL AI50’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO CLAIMS CONCERNING THE AI-GENERATED CONTENT EXCEED IN THE AGGREGATE THE TOTAL FEES PAID OR OWED BY CUSTOMER HEREUNDER DURING THE THIRTY-SIX (36) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT). THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

12. GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement is governed in all respects by the laws of the State of New York, without giving effect to its rules relating to conflict of laws. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to this Agreement or to the rights or duties of the parties under this Agreement. Any dispute arising out of or relating to this Agreement, or its subject matter, shall be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Either party may send a notice to the other party of its intention to file a case with the AAA under this Section (“Arbitration Notice”). The arbitration will be conducted in New York, New York by a single arbitrator knowledgeable in AI technology matters and the commercial aspects of “Large Language Model as a Service” arrangements and intellectual property. The parties will mutually appoint an arbitrator within thirty (30) days of the Arbitration Notice. If the parties are unable to agree on an arbitrator, then the AAA will appoint an arbitrator who meets the foregoing knowledge requirements. The arbitration hearing will commence within sixty (60) days after the appointment of the arbitrator and the hearing will be completed and an award rendered in writing within sixty (60) days after the commencement of the hearing. Prior to the hearing, each party will have the right to take up to four (4) evidentiary depositions, and exchange two (2) sets of document production requests and two sets, each, of not more than ten (10) interrogatories. The arbitrator will provide detailed written explanations to the parties to support their award and regardless of outcome, each party shall pay its own costs and expenses (including attorneys’ fees) associated with the arbitration proceeding and fifty percent (50%) of the fees of the arbitrator and the AAA. The arbitration award will be final and binding and may be enforced in any court of competent jurisdiction.

13. PUBLICITY. Customer agrees that AI50 may identify Customer as a customer and use Customer’s logo and trademark in AI50’s promotional materials only with Customer’s prior written approval of each such use of the Customer’s name, logos or trademarks. Notwithstanding anything herein to the contrary, each party acknowledges that the other party may disclose the existence and terms and conditions of this Agreement to its advisors, actual and potential sources of financing and to third parties for purposes of due diligence in connection with any merger, reorganization, consolidation, sale of assets or similar transaction.

14. NOTICES. All notices, consents, and other communications between the parties under or regarding this Agreement must be in writing (which includes email and facsimile) and be addressed according to information provided on an Order Form. All notices, consents and other communications between the parties under a Statement of Services will be sent to the recipient’s address specified thereon. All communications will be deemed to have been received on the date actually received. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section.

15. FORCE MAJEURE. Neither party shall be responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, floods, power blackouts, strikes, or weather conditions. Where there is an event of force majeure, the party prevented from or delayed in performing its obligations under this contract must promptly notify the other party giving full particulars of the event of force majeure and the reasons for such event preventing that party from, or delaying that party in performing its obligations under this Agreement and that party must use commercially reasonable efforts to mitigate the effect of the event of force majeure upon its or their performance of the Agreement and to fulfill its obligations under that Agreement.

16. ASSIGNMENT. Neither party may assign this Agreement to any third party without the prior written consent of the other; provided that no consent is required in connection with an assignment to an affiliate or in connection with any merger, reorganization, consolidation, sale of assets or similar transaction. AI50 may sublicense any or all of its obligations hereunder upon prior written consent of Customer. For the avoidance of doubt, a third-party technology provider that provides features or functionality in connection with an AI System shall not be deemed a sublicensee under this Agreement.

17. GENERAL PROVISIONS. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement, together with Statement of Services entered into hereunder and all exhibits, annexes and addenda hereto and thereto is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has authority of any kind to bind the other party in any respect whatsoever. In the event of a conflict between this Agreement and any Statement of Services, such Statement of Services shall prevail unless otherwise expressly indicated in this Agreement or such Statement of Services. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words “hereof,” “hereby,” “herein,” “hereto,” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or paragraph of this Agreement; (ii) the words “include,” “includes” or “including” are deemed to be followed by the words “without limitation;” (iii) references to a “Section” or “Exhibit” are references to a section of, or exhibit to this Agreement; and (iv) derivative forms of defined terms will have correlative meanings.

By accepting this agreement during the platform sign up, each party acknowledges that it has carefully read and fully understood this Agreement, and each agrees to be bound by the terms of this Agreement.

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