Auctor Standard Cloud Services Agreement

1. DEFINITIONS

“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a Party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.

“Agreement” means the applicable Order Form together with these General Terms, including any and all documents incorporated herein.

“Aggregated Data” means de-identified, anonymized, and aggregated data derived from Customer Data or Usage Data that does not identify Customer, any User, or any natural person or household, and  excludes, for the avoidance of doubt, Customer Confidential Information.

“AI Systems” means the artificial intelligence and machine learning models, algorithms, and technologies that are integrated into or utilized by the Cloud Service, including large language models, natural language processing systems, and automated decision-making tools.

“Auctor” means Auctor AI, Inc.

“Auctor IP” means (a) the Cloud Service, Software, Documentation, and all related technology, algorithms, and AI Systems; (b) all modifications, improvements, and derivative works of the foregoing; (c) all intellectual property rights in and to the foregoing; and (d) Aggregated Data.

“Authorized Users” means the individuals who are authorized by Customer to access and use the Cloud Service on Customer’s behalf in accordance with the Seat Limitations. Authorized Users include, without limitation, End Customer personnel who are authorized by Customer to access and use the Cloud Service in connection with Customer’s provision of software implementation services to such End Customer.

“Claims” means any and all third-party demands, allegations, actions, claims, lawsuits, proceedings, and investigations.

“Cloud Service” means Auctor’s proprietary AI-enabled platform for systems integration support, as described in the applicable Order Form.

“Confidential Information” means any non-public information disclosed by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement, whether disclosed orally, in writing, electronically, or by any other means, that (a) is designated as “confidential,” “proprietary,” or with a similar legend or designation at the time of disclosure; (b) by its nature or the circumstances of its disclosure, would reasonably be understood to be confidential or proprietary; or (c) constitutes or relates to: (i) non-public technical, business, financial, operational, and strategic information; (ii) trade secrets, know-how, inventions, processes, techniques, or algorithms; (iii) product plans, designs, roadmaps, specifications, and prototypes; (iv) pricing (including pricing in this Agreement), costs, and other financial terms; (v) customer lists, vendor lists, and marketing strategies; (vi) non-public information about employees, contractors, or business relationships; or (vii) non-public information regarding information security plans and implementation. Customer’s Confidential Information includes, without limitation, Customer Data. Auctor’s Confidential Information includes, without limitation: (A) the Cloud Service, Software, Documentation, and Aggregated Data; (B) Auctor IP and all related technical information; (C) any non-public information regarding Auctor’s business operations, AI Systems, and product development.

“Customer” means the Party identified as such in the applicable Order Form.

“Customer Data” means all data, information, content, materials, recordings, files, transcripts and other inputs submitted by or on behalf of Customer or Authorized Users to the Cloud Service or collected by Auctor or the Cloud Service, including data obtained through integrations enabled by Customer and data collected through any recording or information-gathering features of the Cloud Service.

“Documentation” means the user manuals, help files, and other instructional materials for the Cloud Service made available by Auctor.

“DPA” means Auctor’s Data Processing Agreement, as may be updated by Auctor from time to time, which is incorporated by reference into this Agreement, and which is available at the URL specified in the applicable Order Form.

“End Customer” means Customer’s end customers that are receiving software implementation services from Customer.

“Fees” means the amounts payable by Customer as set forth in the applicable Order Form, including Cloud Service Fees, Implementation Fees, Professional Services Fees, and any other fees specified therein.

“General Terms” means these Cloud Services Agreement General Terms.

“Losses” means any and all losses, liabilities, settlements, damages, judgments, fines, fees, penalties, costs, and expenses (including reasonable attorneys’ fees).

“Order Form” means an ordering document executed by the Parties that references and incorporates these General Terms and sets forth the specific terms for Customer’s subscription to the Cloud Service.

“Outputs” means all content, results, analysis, recommendations, reports, designs, documentation, and other materials generated by the Cloud Service in response to Customer Data or inputs from Customer or Authorized Users.

“Personal Data” has the meaning set forth in the DPA.

"Professional Services" means the implementation, configuration, training, consulting, or other professional services, if any, that are expressly set forth in the applicable Order Form.

“Seat” means an individual license to access and use the Cloud Service, which must be assigned to a specific Authorized User.

“Seat Limitation” means the maximum number of Seats specified in the applicable Order Form.

“Software” means any client-side software, applications, or tools made available by Auctor for Customer to install, download, or execute in connection with the Cloud Service.

“Subscription Term” means the period during which Customer may access and use the Cloud Service, as specified in the applicable Order Form.

“Usage Data” means data and information about the provision, use, and performance of the Cloud Service based on Customer’s or Authorized Users’ use of the Cloud Service.

‍

2. ACCESS AND USE

2.1 Grant of Rights. Subject to the terms of this Agreement and Customer’s payment of all applicable Fees, Auctor hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to (a) access and use the Cloud Service solely for Customer’s internal business purposes of providing software implementation professional services to End Customers; and (b) copy and use the Software and Documentation solely as necessary to access and use the Cloud Service. The rights granted under this Agreement are limited to Customer and its Authorized Users and may not be extended to any third party. Auctor may, from time to time, develop and offer additional features, modules, products, or services other than those set forth in an Order Form. Access to such additional features, modules, products, or services, will be subject to separate Order Form and may be subject to additional Fees.

2.2 Seat Limitations. Customer’s access to and use of the Cloud Service is limited to the number of Seats set forth in the applicable Order Form. Each Seat must be assigned to a specific Authorized User. Customer may reassign a Seat to a different Authorized User, provided that Customer’s total usage does not exceed the Seat Limitation at any time. Customer may request additional Seats by contacting Auctor, and any additional Seats must be mutually agreed upon in writing and are subject to Customer’s payment of additional Fees for such Seats prior to such Seats being made available. Notwithstanding the foregoing, Customer shall pay for any usage in excess of the Seat Limitation, and Auctor may invoice Customer for such excess usage at Auctor’s then-current rates.

2.3 User Accounts. Customer is responsible for its and its Authorized Users’ use of the Cloud Services, including (a) all actions taken by its Authorized Users and through its Authorized Users’ accounts; (b) ensuring all Authorized Users comply with this Agreement; and (c) maintaining the confidentiality of all account credentials. Customer shall promptly notify Auctor if Customer knows of or reasonably suspects any unauthorized access to or use of the Cloud Service or any compromise of account credentials.

2.4 Technical Support. During the Subscription Term, Auctor will provide Customer with technical support for the Cloud Service in accordance with Auctor’s then-current support policies. Auctor will provide the Cloud Service in accordance with the Service Level Agreement attached hereto as Attachment A (the “SLA”), which is incorporated by reference into this Agreement.

‍

3. CUSTOMER OBLIGATIONS AND RESTRICTIONS

3.1 Restrictions. Except as expressly permitted by this Agreement, Customer shall not, and shall not permit its Authorized Users or any third party to, in whole or in part, directly or indirectly: (a) reverse engineer, decompile, disassemble, or attempt to discover any source code, algorithms, or underlying ideas of the Cloud Service (except to the extent such restriction is prohibited by applicable law); (b) sublicense, sell, transfer, assign, distribute, rent, lease, or otherwise provide access to the Cloud Service to any third party; (c) remove, alter, or obscure any proprietary notices on the Cloud Service or Documentation; (d) copy, modify, or create derivative works of the Cloud Service, Software, or Documentation; (e) interfere with or disrupt the integrity or performance of the Cloud Service; (f) attempt to gain unauthorized access to any systems, accounts, or data related to the Cloud Service; (g) use the Cloud Service to develop a competing product or service; (h) use the Cloud Service for any unlawful purpose or in violation of applicable laws; (i) use the Cloud Service for any high-risk activities where failure or malfunction could lead to death, bodily injury, or environmental damage; (j) submit or transmit any Customer Data to the Cloud Service in violation of applicable laws or third-party rights; (k) attempt to extract, reconstruct, or reverse engineer any AI models, training data, model weights, or algorithms underlying the Cloud Service; (l) conduct prompt injection, jailbreaking, or other attacks designed to circumvent safety measures, content policies, or operational constraints of the AI Systems; (m) probe, test, or exploit vulnerabilities in the AI Systems; (n) use the Cloud Service to conduct competitive benchmarking, model extraction, or comparative analysis for the purpose of developing competing products or services; or (o) attempt to cause the AI Systems to generate content that violates applicable laws, Auctor’s content policies, or this Agreement. Without limiting any of the foregoing, Customer, including its Authorized Users, shall use the Cloud Service in compliance with all applicable laws, rules, and regulations. In addition to the foregoing, Auctor may suspend or limit Customer’s use of the Cloud Service if Customer’s use of the Cloud Service in an excessive manner causes Auctor to accrue additional third-party costs.

3.2 Suspension. Auctor may suspend Customer’s access to and use of the Cloud Service with or without notice if: (a) Customer has an outstanding, undisputed balance for more than thirty (30) days; (b) Auctor knows or reasonably suspects Customer, including its Authorized Users, is in breach of this Agreement; or (c) Auctor knows or reasonably suspects Customer, including its Authorized Users, is using the Cloud Service in a manner that materially and negatively impacts the Cloud Service or poses a security risk. Auctor will use commercially reasonable efforts to notify Customer before any suspension when practicable. The foregoing suspension right is without prejudice to any other rights or remedies Auctor may have under this Agreement.

3.3 Human Oversight. Customer will maintain human oversight (human-in-the-loop) to ensure that all Output is complete, true and accurate and that all agentic AI actions are correct.

‍

4. FEES AND PAYMENT

4.1 Fees. Customer shall pay all Fees as specified in the applicable Order Form. All Fees are quoted and payable in U.S. dollars unless otherwise specified in the Order Form.

4.2 Invoicing and Payment. Auctor will invoice Customer in accordance with the payment terms set forth in the applicable Order Form. Unless otherwise specified, all invoices are due and payable within thirty (30) days of the invoice date. In the event of a good faith dispute regarding Fees, Customer will pay all undisputed amounts owed and notify Auctor within thirty (30) days of receipt of such invoice of such disputed amounts. The Parties will confer in good faith to resolve such disputes. Auctor may suspend Cloud Services under this Agreement in the event such dispute endures for more than forty-five (45) days beyond when such disputed amounts were allegedly due. Undisputed overdue Fees will accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Customer shall reimburse Auctor for all reasonable costs of collection of Fees, including attorneys’ fees.

4.3 Taxes. All Fees are exclusive of taxes. Customer is solely responsible for, and will pay, all sales, use, VAT, GST, withholding, and other taxes and duties arising from this Agreement, excluding taxes based on Auctor’s income.

4.4 Fee Increases. Upon each renewal of the Subscription Term, Auctor may increase the Fees by providing notice of the fee increase at least forty-five (45) days prior to the end of the then-current Subscription Term.

‍

5. TERM AND TERMINATION

5.1 Subscription Term. The Subscription Term for this Agreement is specified in the Order Form. The Subscription Term will automatically renew for successive one (1) year periods, unless otherwise specified in the Order Form, or earlier terminated as permitted herein, or either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

5.2 Termination for Cause. Either Party may terminate this Agreement: (a) upon thirty (30) days’ written notice if the other Party materially breaches this Agreement and fails to cure such breach within such notice period; or (b) immediately upon written notice if the other Party materially breaches this Agreement in a manner that cannot be cured. Customer has no right to terminate this Agreement for convenience.

5.3 Effect of Termination. Upon expiration or termination of this Agreement or an Order Form: (a) Customer’s right to access and use the Cloud Service under the affected Order Form shall immediately terminate; (b) each Party shall return or destroy the other Party’s Confidential Information, subject to the terms of this Section 5.3; and (c) Customer shall pay all Fees accrued through the date of termination. Customer may, within sixty (60) days following the expiration or termination of this Agreement, request in writing that Auctor return or delete the Customer Data in Auctor’s possession or control, and Auctor will return or delete such Customer Data upon such request. After such sixty (60) day period, Auctor has no obligation to retain Customer Data and may delete the Customer Data in its possession or control, unless Auctor is required by applicable law, rule, or regulation to retain such Customer Data.

5.4 Transition Services. In order to help facilitate Customer's transition to internal provision of the services or to an alternative service provider, Customer may request, no later than sixty (60) days prior to the expiration or termination of this Agreement, that Auctor (i) continue to provide only the Cloud Services already provided pursuant to this Agreement and (ii) provide such other Professional Services expressly agreed to in writing by the Parties ("Transition Services"). If Auctor agrees to perform the Transition Services, Auctor will perform such Transition Services for a period of no more than sixty (60) days following the expiration or termination of this Agreement, unless another period is expressly agreed to in writing by the Parties (“Transition Period”). The Fees for the Transition Services will be based on Auctor’s then-current rates for such Cloud Services and other services. Auctor's obligation to provide Transition Services is conditioned upon Customer's payment of all outstanding Fees as of the effective date of expiration or termination of this Agreement and Customer's continued payment of Fees for such Transition Services during the Transition Period. For the avoidance of doubt, the terms of this Agreement will continue in effect during the Transition Period.

5.5 Survival. The following sections shall survive expiration or termination of this Agreement: Sections 1 (Definitions), 3.1 (Restrictions), 4 (Fees and Payment) with respect to amounts accrued prior to termination, 5.3 (Effect of Termination), 5.5 (Survival), 6 (Confidentiality), 7.4 (Aggregated Data), 7.5 (Usage Data), 7.6 (Feedback), 9 (Intellectual Property), 10 (Representations and Warranties), 11 (Indemnification), 12 (Limitation of Liability), and 13 (General Provisions).

‍

6. CONFIDENTIALITY

6.1 Confidentiality Obligations. The Receiving Party agrees to: (a) maintain the confidentiality of the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use the Disclosing Party’s Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement; and (c) not disclose the Disclosing Party’s Confidential Information to any third party except as permitted by this Agreement. The Receiving Party will promptly notify the Disclosing Party if it becomes aware of any breach of this Section 6. Customer acknowledges and agrees that Auctor’s obligation to use commercially reasonable efforts to maintain appropriate administrative, physical, and technical safeguards intended to protect and maintain the security and confidentiality of Customer Data is exclusively set forth in Section 8.1 and the DPA, and that any failure or alleged failure to meet any such obligations, and any unauthorized access to or use of Customer Data by or caused by third parties, are not a breach of this Section 6.

6.2 Permitted Disclosures. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, contractors, advisors, and agents who have a need to know such information to enable the Receiving Party to perform its obligations or exercise its rights under this Agreement and are bound by confidentiality obligations at least as protective as those in this Section 6. The Receiving Party will cause all such persons to comply with this Section 6 and is and will remain liable for any such person’s breach of this Section 6. The Receiving Party may also disclose the Disclosing Party’s Confidential Information to the extent required by applicable law or legal process, provided that the Receiving Party (to the extent legally permitted) gives the Disclosing Party prompt notice and reasonably cooperates in any effort to obtain protective treatment for the information.

6.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Personal Data will not be excluded from confidential treatment, notwithstanding the foregoing exclusions to Confidential Information.

‍

7. CUSTOMER DATA AND ARTIFICIAL INTELLIGENCE

7.1 Customer Data Rights. As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants to Auctor a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, modify, and process Customer Data to (a) provide, maintain, and improve the Cloud Service; (b) generate Outputs; and (c) exercise Auctor’s rights and perform Auctor’s obligations under this Agreement. Customer acknowledges that Auctor is not responsible for verifying the accuracy, completeness, or legality of any Customer Data.

7.2 Processing Through AI Systems. Customer acknowledges and agrees that the Cloud Service incorporates AI Systems and that Customer Data will be processed through such AI Systems in order to provide the Cloud Service and generate Outputs. This processing may include the analysis, transformation, and synthesis of Customer Data by AI Systems, including large language models and other machine learning technologies. Customer expressly consents to such processing as an integral part of the Cloud Service.

7.3 Customer Authorizations and Representations. Customer represents, warrants, and covenants that: (a) Customer has all necessary rights, licenses, consents, and authorizations to submit Customer Data to the Cloud Service and to grant the rights granted herein; (b) Customer has obtained all consents, permissions, and authorizations required under applicable laws from all relevant data subjects, third parties, and other persons whose data, information, or communications may be collected, recorded, processed, or transmitted through the Cloud Service, including through any recording, monitoring, or information-gathering features of the Cloud Service (including, without limitation, two-party and all-party consents when required under applicable law); (c) Customer’s submission of Customer Data to the Cloud Service, and Auctor’s use thereof as contemplated by this Agreement, does not and will not violate any applicable laws, regulations, or third-party rights, including privacy rights, intellectual property rights, and contractual obligations; and (d) Customer has provided all notices and disclosures required under applicable laws in connection with the use of the Cloud Service and the processing of Customer Data through AI Systems.

7.4 Aggregated Data. Auctor may create and use Aggregated Data (i) for product analytics, such as usage data, to understand what materials and artifacts are uploaded into the Software, and for chat traces and (ii) to ensure Cloud Service uptime and functionality. Customer acknowledges and agrees that Auctor owns all right, title, and interest in and to Aggregated Data.

7.5 Usage Data. Auctor may collect and use Usage Data to provide, maintain, analyze, improve, and enhance the Cloud Service and Auctor’s products and services. Auctor may disclose Usage Data to third parties other than to Customer only in aggregated and de-identified form that does not identify Customer or any Authorized User.

7.6 Feedback. If Customer provides any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Cloud Service, excluding, in each instance, Customer Confidential Information (“Feedback”), Customer grants to Auctor a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, and otherwise exploit such Feedback for any purpose without restriction or obligation.

7.7 Content Filtering and Moderation. Auctor reserves the right to implement content filtering, blocking, moderation, or other controls on inputs submitted to, and Outputs generated by, the Cloud Service. Such controls may be implemented to comply with applicable laws, enforce Auctor’s content policies, prevent misuse or abuse, or address safety concerns. Auctor may refuse to process any input or generate any Output that, in Auctor’s sole discretion, violates applicable laws, Auctor’s content policies, or this Agreement. Auctor shall have no liability for any filtering, blocking, or moderation of content.

7.8 Monitoring and Abuse Prevention. Customer acknowledges and agrees that Auctor may monitor Customer’s and Authorized Users’ use of the Cloud Service to (a) detect and prevent abuse, misuse, or unauthorized use; (b) identify unusual or excessive usage patterns; (c) enforce this Agreement and Auctor’s policies; (d) ensure the security and integrity of the Cloud Service; (e) comply with applicable laws; and (f) improve and optimize the Cloud Service. Such monitoring may include automated analysis of inputs, Outputs, and usage patterns.

‍

8. DATA PROTECTION AND SECURITY

8.1 Security Measures. Auctor implements and maintains appropriate technical, organizational, and physical measures intended to protect Customer Data against unauthorized access, use, alteration, disclosure, or destruction. Such measures, as further described in the DPA, are designed to provide a level of security appropriate to the risk of processing Customer Data through the Cloud Service. Auctor maintains an information security program that includes policies and procedures intended to: (a) identify and assess reasonably foreseeable risks to the security, confidentiality, and integrity of Customer Data; (b) implement safeguards to address identified risks; and (c) monitor and evaluate the effectiveness of such safeguards. Auctor periodically reviews and updates its information security program to address changes in technology, foreseeable risks, and applicable legal and regulatory requirements. Auctor is SOC 2 Type 2 certified and will maintain such certification (or an industry-recognized equivalent) during the Subscription Term. Auctor will provide evidence of such certification upon Customer’s written request once per calendar year.

8.2 Data Processing Addendum. The DPA is incorporated by reference into this Agreement and governs the processing of Personal Data by Auctor on behalf of Customer. In the event of a conflict between the DPA and these General Terms, the DPA shall control with respect to the processing of Personal Data.

8.3 Prohibited Data. Unless otherwise expressly authorized in writing by Auctor, Customer shall not submit to the Cloud Service any (a) protected health information regulated by the Health Insurance Portability and Accountability Act; (b) payment card data subject to the Payment Card Industry Data Security Standard; (c) social security numbers, driver’s license numbers, or other government-issued identification numbers; or (d) other categories of sensitive personal data requiring specific security measures under applicable data protection laws.

‍

9. INTELLECTUAL PROPERTY

9.1 Auctor IP. Auctor retains all right, title, and interest in and to Auctor IP, including all intellectual property rights in, to or covering the Auctor IP. Except for the limited rights expressly granted in this Agreement, no rights or licenses are granted to Customer, whether by implication, estoppel, or otherwise.

9.2 Customer Data. As between the Parties, Customer retains all right, title, and interest in and to Customer Data.

9.3 Professional Services Deliverables. Customer shall own only those deliverables provided in connection with Professional Services that are expressly identified as customer-owned deliverables on the applicable Order Form. All other work product, materials, and deliverables created by Auctor in connection with Professional Services shall be owned by Auctor.

9.4 Outputs. As between the Parties, Customer shall own all right, title, and interest in and to Outputs, to the extent such Outputs are capable of ownership under applicable law. Notwithstanding the foregoing, Auctor retains all right, title, and interest in and to: (a) the AI Systems, models, algorithms, and technology used to generate Outputs; (b) all know-how, methodologies, processes, techniques, templates, tools, and other materials developed or used by Auctor in the course of generating Outputs; and (c) any generalized knowledge, skills, or experience gained by Auctor in connection with providing the Cloud Service. Customer acknowledges that similar or identical Outputs may be generated for other customers or users of the Cloud Service, and Auctor makes no representation that Outputs are unique to Customer. Customer grants to Auctor a worldwide, royalty-free, perpetual, irrevocable license to use Outputs in aggregated, de-identified, or anonymized form for the purpose of improving and enhancing the Cloud Service and Auctor's products and services.

9.5 No Implied Rights. Nothing in this Agreement shall be construed to grant, whether by implication, estoppel, or otherwise, either Party any rights in the other Party’s intellectual property except as expressly set forth herein.

‍

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized and in good standing under the laws of its jurisdiction of organization; and (c) it will comply with all applicable laws in performing its obligations under this Agreement.

10.2 Customer Representations and Warranties. Customer represents and warrants that: (a) it has all rights, licenses, consents, and authorizations necessary to submit Customer Data to the Cloud Service and to grant the rights granted herein; (b) Customer Data and Customer’s use of the Cloud Service will not violate any applicable laws or third-party rights; and (c) Customer has obtained all necessary consents and authorizations required under applicable laws for the collection, recording, processing, and transmission of data through the Cloud Service, including through any AI-enabled recording, monitoring, or information-gathering features.

10.3 Auctor Representations and Warranties. Auctor warrants that the Cloud Service will perform materially in accordance with the Documentation during the Subscription Term. If Auctor breaches this warranty and Customer provides written notice within thirty (30) days of discovering the issue and Auctor can reproduce such issue, Auctor will use commercially reasonable efforts to restore the Cloud Service to material conformity with the Documentation. If Auctor cannot resolve the reproducible issue within thirty (30) days of receiving notice (unless another period is mutually agreed upon by the Parties in writing), Customer may terminate the affected Order Form and receive a prorated refund of prepaid Fees for the remainder of the Subscription Term. Auctor further warrants that it will perform Professional Services (if applicable) in a professional and workmanlike manner consistent with generally accepted industry standards. If Auctor breaches this warranty and Customer provides written notice within thirty (30) days of discovering the issue, Auctor will re-perform the applicable Professional Services at no additional cost to Customer. This Section 10.3 sets forth Customer's sole and exclusive remedies and Auctor’s entire liability for any and all breaches of each and every warranty set forth in this Section 10.3.

10.4 AI Systems and Outputs Disclaimer. CUSTOMER ACKNOWLEDGES THAT OUTPUTS ARE GENERATED BY AI SYSTEMS AND MAY BE INCOMPLETE, INACCURATE, UNRELIABLE, OR FABRICATED. AI SYSTEMS ARE INHERENTLY NON-DETERMINISTIC AND MAY PRODUCE DIFFERENT OUTPUTS FOR IDENTICAL INPUTS, GENERATE CONTENT THAT APPEARS FACTUAL BUT IS ERRONEOUS OR MISLEADING, AND VARY IN PERFORMANCE OVER TIME DUE TO MODEL UPDATES OR OTHER FACTORS. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND VALIDATING ALL OUTPUTS BEFORE USE. AUCTOR MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, CONSISTENCY, OR RELIABILITY OF OUTPUTS, AND AUCTOR SHALL HAVE NO LIABILITY FOR CLAIMS ARISING FROM CUSTOMER’S USE OF OR RELIANCE ON OUTPUTS. CUSTOMER FURTHER ACKNOWLEDGES THAT THE SCOPE AND NATURE OF AUTONOMOUS ACTIONS PERFORMED BY THE CLOUD SERVICE MAY EXPAND OVER TIME AS THE CLOUD SERVICE EVOLVES, AND THAT AUCTOR MAY (BUT IS NOT OBLIGATED TO) INTRODUCE ADDITIONAL AGENTIC CAPABILITIES, INCLUDING CAPABILITIES THAT ENABLE THE CLOUD SERVICE TO PERFORM IMPLEMENTATION TASKS, INTERACT WITH THIRD-PARTY SYSTEMS, COMMUNICATE WITH CUSTOMER PERSONNEL OR END CUSTOMERS, OR OTHERWISE TAKE ACTIONS THAT PREVIOUSLY REQUIRED HUMAN DIRECTION. AUCTOR SHALL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM AUTONOMOUS ACTIONS TAKEN BY THE CLOUD SERVICE OR CUSTOMER'S FAILURE TO MAINTAIN ADEQUATE HUMAN OVERSIGHT THEREOF.

10.5 No Professional Advice; Automated Decision-Making. OUTPUTS DO NOT CONSTITUTE PROFESSIONAL ADVICE OF ANY KIND AND SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR QUALIFIED PROFESSIONAL CONSULTATION. CUSTOMER SHALL NOT USE OUTPUTS AS THE SOLE BASIS FOR AUTOMATED DECISION-MAKING THAT PRODUCES LEGAL OR SIMILARLY SIGNIFICANT EFFECTS ON INDIVIDUALS WITHOUT APPROPRIATE HUMAN OVERSIGHT. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DECISIONS OR ACTIONS TAKEN BASED ON OUTPUTS.

10.6 General Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 10, THE CLOUD SERVICE, SOFTWARE, DOCUMENTATION, OUTPUTS, AND ALL OTHER PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AUCTOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AUCTOR DOES NOT WARRANT THAT THE CLOUD SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. AUCTOR MAKES NO REPRESENTATION OR WARRANTY THAT THE CLOUD SERVICE OR ACTIONS TAKEN BY THE AGENTIC AI FUNCTIONALITY WILL ACHIEVE ANY PARTICULAR OUTCOME OR MEET CUSTOMER'S EXPECTATIONS.

10.7 Warranty Exclusions. The warranties in this Section 10 do not apply to issues arising from: (a) misuse or unauthorized modification of the Cloud Service; (b) use of the Cloud Service in combination with third-party products or services that are not provided to Customer by Auctor; or (c) Customer Data or Customer’s breach of this Agreement.

‍

11. INDEMNIFICATION

11.1 Indemnification by Auctor. Auctor shall indemnify, defend, and hold harmless Customer, its Affiliates, and its and their respective officers, directors, employees, and agents from and against any and all Claims, including any and all Losses in connection therewith, alleging that (i) the Cloud Service, when used by Customer in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights (an “IP Claim”); or (ii) Auctor’s breach of the DPA caused a Personal Data Breach. Auctor shall have no obligation for IP Claims arising from: (a) modifications to the Cloud Service not made by Auctor; (b) use of the Cloud Service in violation of this Agreement or the Documentation; (c) use of the Cloud Service in combination with any products, services, or technology not provided by Auctor where the Claim would not have arisen but for such combination; (d) Customer Data, inputs provided by Customer or Authorized Users, or Outputs; or (e) use of an outdated version of the Cloud Service where a current version would avoid the claim. If the Cloud Service becomes, or in Auctor’s reasonable opinion is likely to become, the subject of an infringement claim, Auctor may, at its sole option and expense: (i) obtain the right for Customer to continue using the Cloud Service; (ii) replace or modify the Cloud Service to make it non-infringing without materially reducing its functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Order Form and refund to Customer a prorated portion of prepaid Fees for the remainder of the Subscription Term. This Section 11.1, together with any applicable termination rights, constitutes Customer’s sole and exclusive remedy and Auctor’s entire liability with respect to the Claims described in this Section 11.1.

11.2 Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Auctor, its Affiliates, and its and their respective officers, directors, members, employees, subcontractors, agents, and successors and assigns from and against any and all Claims, including any and all Losses in connection therewith, arising from or relating to (a) Customer Data, including any Claim that Customer Data infringes or misappropriates any third party’s intellectual property rights or violates any third party’s privacy rights; (b) Outputs or Customer’s or End Customer’s use of Outputs; (c) Customer’s breach of Section 3.1 (Restrictions) or Section 7.3 (Customer Authorizations and Representations); or (d) Customer’s or End Customer’s violation of applicable laws.

11.3 Indemnification Procedure. The indemnified Party will: (a) promptly notify the indemnifying Party in writing of any Claim for which it seeks indemnification; (b) grant the indemnifying Party sole control over the defense and settlement of the Claim, subject to this Section 11.3; and (c) provide reasonable cooperation to the indemnifying Party at the indemnifying Party’s expense. The indemnified Party may participate in the settlement and defense at its own expense. The indemnifying Party shall not settle any Claim in a manner that admits fault on behalf of the indemnified Party or imposes obligations on the indemnified Party without the indemnified Party’s prior written consent.

‍

12. LIMITATION OF LIABILITY

12.1 Exclusion of Consequential Damages. SUBJECT TO SECTION 12.3, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, INCLUDING ITS AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY AND ALL TRANSACTIONS CONTEMPLATED HEREIN, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND REGARDLESS OF WHETHER SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Limitation of Liability. SUBJECT TO SECTION 12.3, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY’S, INCLUDING ITS AFFILIATES’, TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY AND ALL TRANSACTIONS CONTEMPLATED HEREIN, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL FEES PAID UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE FIRST LIABILITY. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF WHETHER A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.3 Exceptions. Subject to Section 12.4, the limitations and exclusions in Section 12.1 and Section 12.2 shall not apply to: (a) either Party’s obligations under, or breach of, Section 11 (Indemnification); (b) either Party’s breach of Section 6 (Confidentiality); (c) either Party’s fraud or willful misconduct; (d) Customer’s infringement upon or misappropriation of Auctor IP; (e) Customer’s breach of Section 3.1 (Restrictions) or Section 8.3 (Prohibited Data); or (f) Customer’s obligation to pay Fees owed under this Agreement.

12.4 Super Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AUCTOR’S, INCLUDING ITS AFFILIATES’, TOTAL AGGREGATE DATA INCIDENT LIABILITY (DEFINED HEREIN) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY AND ALL TRANSACTIONS CONTEMPLATED HEREIN, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED TWO MILLION DOLLARS ($2,000,000) FROM THE FIRST EVENT GIVING RISE TO THE FIRST DATA INCIDENT LIABILITY. “Data Incident Liability” means any and all damages, losses, liabilities, obligations, costs, and expenses arising from or related to any and all of the following: (a) Data Breaches or any other breach of confidentiality with respect to Personal Data; (b) Auctor’s breach of the DPA; (c) Auctor’s violation of Data Protection Laws; (d) Auctor’s obligations under Section 11.1(ii); and (e) any and all remediation, recovery, breach notification, credit monitoring, and other obligations in connection with any of the foregoing.

‍

13. GENERAL PROVISIONS

13.1 Insurance. Auctor shall maintain commercially reasonable insurance policies during the Subscription Term and for a period of three (3) years following the expiration or termination of this Agreement. Upon Customer's prior written request, Auctor shall provide documentation evidencing such insurance coverage no more than once per calendar year.

13.2 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. 

13.3 Export Compliance. Customer shall not export or re-export the Cloud Service or any related technology in violation of applicable export control laws and regulations of the United States or any other jurisdiction.

13.4 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Auctor may assign this Agreement without Customer’s prior written consent in connection with a merger, sale, or acquisition of all or substantially all of its assets or voting securities. Any attempted assignment in violation of this Section 13.4 shall be void.

13.5 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement shall confer any rights or remedies upon any third party.

13.6 Notices. All notices under this Agreement shall be in writing and sent to the addresses specified in the applicable Order Form. Notices shall be deemed given upon: (a) personal delivery; (b) the second business day after mailing by certified mail, return receipt requested; (c) the first business day after sending by overnight courier; or (d) upon confirmed delivery if sent by email.

13.7 Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than Customer’s obligation to pay Fees) due to causes beyond its reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, or failures of third-party telecommunications or power supply.

13.8 Governing Law; Dispute Resolution; Jury Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in New York, New York, and each Party irrevocably submits to the jurisdiction of such courts. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.9 Equitable Relief. Each Party acknowledges that a breach or threatened breach by the other Party of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, the non-breaching Party may be entitled to seek injunctive or other equitable relief, without prejudice to any other rights or remedies the non-breaching Party may have.

13.10 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

13.11 Amendment; Waiver. Auctor may amend these General Terms from time to time by posting an amended version at its website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Auctor written notice of rejection of the amendment. In the case of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next renewal Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Cloud Service following the effective date of such renewal Subscription Term constitutes Customer’s acceptance of such amended terms. This Agreement may not be amended in any other way except through a written agreement signed by authorized representatives of each Party. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall constitute a waiver of such right.

13.12 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. In the event of a conflict between the documents comprising this Agreement, the order of precedence shall be: (1) the DPA; (2) the applicable Order Form; and (3) these General Terms.

13.13 Counterparts. The Order Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes. 

13.14 Marketing. Customer hereby grants Auctor the right to use Customer’s name and logo for marketing purposes, including on customer lists and on Auctor’s website to identify Customer as an Auctor customer.

‍

ATTACHMENT A

SERVICE LEVEL AGREEMENT

This Service Level Agreement (“SLA”) is incorporated into and made part of the Cloud Services Agreement (the “Agreement”) between Auctor and Customer. Capitalized terms not defined herein have the meanings set forth in the Agreement.

1. Uptime Commitment

1.1 Uptime Commitment. Subject to the terms and conditions of this SLA, Auctor will use commercially reasonable efforts to make the Cloud Service available with a Monthly Uptime Percentage of at least 99.90% during each calendar month of the Subscription Term (the “Uptime Commitment”).

1.2 Definitions.

(a) “Downtime” means the total number of minutes during a calendar month in which the Cloud Service is unavailable to Customer, excluding Excused Downtime.

(b) “Excused Downtime” means any period of unavailability resulting from: (i) Scheduled Maintenance; (ii) failure or malfunction of third-party products or services that are not provided to Customer by Auctor; (iii) Customer’s or any Authorized User’s actions or omissions, including any use of the Cloud Service in violation of the Agreement or Documentation; or (iv) suspension of the Cloud Service in accordance with the Agreement.

(c) “Monthly Uptime Percentage” means (i) the total number of minutes in the applicable calendar month, minus (ii) the total minutes of Downtime in such month, divided by (iii) the total number of minutes in such month, expressed as a percentage.

(d) “Scheduled Maintenance” means any planned maintenance of the Cloud Service for which Auctor provides Customer at least three (3) days’ prior written notice. Auctor will use commercially reasonable efforts to schedule Scheduled Maintenance during non-business hours (between 10:00 p.m. and 6:00 a.m. Eastern Time on weekdays or during weekends).

2. Service Credits

2.1 Service Credit Calculation. If Auctor fails to meet the Uptime Commitment in any calendar month, Customer will be eligible to receive a credit against future Fees (“Service Credit”) in accordance with the following schedule:

2.2 Maximum Service Credits. The aggregate Service Credits for any calendar month shall not exceed twenty five percent (25%) of the monthly Fees for the affected Cloud Service for such month. Service Credits may not be exchanged for, or converted to, cash or other monetary amounts and will be applied solely as a credit against future Fees.

2.3 Credit Request Procedure. To receive a Service Credit, Customer must submit a written request to Auctor within forty-five (45) days following the end of the calendar month in which the Downtime occurred. Auctor will apply credit to which Customer is entitled to Customer’s account within sixty (60) days of receipt of a valid request.

‍

3. Sole and Exclusive Remedy

3.1 Exclusive Remedy. Subject to Section 3.2 of this SLA, the Service Credits set forth in this SLA constitute Customer’s sole and exclusive remedy, and Auctor’s entire liability, for any failure by Auctor to meet the Uptime Commitment or for any unavailability, suspension, or other failure to provide the Cloud Service. The availability of Service Credits does not limit or affect any other limitations of liability set forth in the Agreement.

3.2 Termination for Chronic Failure. Notwithstanding Section 3.1 of this SLA, if the Monthly Uptime Percentage is less than 97.50% for three (3) consecutive calendar months, Customer may terminate the affected Order Form upon written notice to Auctor delivered within thirty (30) days following the end of such third consecutive month. Upon such termination, Customer will be entitled to receive a prorated refund of any prepaid Fees for the remainder of the Subscription Term applicable to the terminated Order Form. 

‍