This End User License Agreement (“Agreement”or “EULA”) is entered into between:
Aizen Corp., a California corporation (“Aizen,”“Company,” “we,” “us,” or “our”); and
Customer: The business entity or organizationaccepting this Agreement or executing an Order Form that references thisAgreement (“Customer,” “you,” or “your”).
Aizen and Customer may each bereferred to as a “Party” and collectively as the “Parties.”
By clicking “I Agree,” signing thisAgreement, or executing an Order Form that references this Agreement, orregistering for, accessing, installing, downloading, or using any Aizenplatform, software, application, or associated services, Customer acknowledgesthat it has read, understood, and agreed to be bound by this Agreement,effective as of the earliest of such acts (the “Effective Date”). IFCUSTOMER DOES NOT AGREE TO THIS AGREEMENT, CUSTOMER MUST NOT ACCESS OR USE THEPLATFORM.
If an individual accepts thisAgreement on behalf of an organization, that individual represents and warrantsthat they have the authority to bind that organization to this Agreement. Ifthe individual does not have such authority, the individual must not acceptthis Agreement or use the Platform.
The Platform is offered solely forbusiness and organizational use. The Platform is not offered to, and may not beused by, consumers or individuals acting for personal, family, or householdpurposes.
For purposes of this Agreement:
1.1 Platform: Refers collectively to Aizen’sproprietary software platforms, products, applications, modules, tools, APIs,interfaces, documentation, and related technologies, including Orchestrate andForesight.
1.2 Orchestrate: Aizen’s multi-method agentic AIplatform that enables users to convert standard operating procedures (SOPs),business processes, instructions, and other operational requirements intoAI-powered workflows, agents, and automated business processes.
1.3 Foresight: Aizen’s predictive AI and machinelearning platform that enables users to ingest, process, transform, analyze,model, train, deploy, and monitor machine learning applications usingoperational and other data.
1.4 Customer Data: All information, documents, datasets,SOPs, business records, operational information, credentials, instructions,configurations, and other content provided, uploaded, transmitted, or madeavailable by Customer or its Authorized Users through the Platform. CustomerData does not include Usage Data, Aggregated Data, or Feedback.
1.5 Customer Applications: Workflows, AI agents, machinelearning models, applications, configurations, scripts, and other solutionscreated, configured, or executed by Customer using the Platform. CustomerApplications do not include, and Aizen retains all rights in, any AizenTechnology incorporated into, embodied in, or used to create or operate anyCustomer Application.
1.6 Outputs: Any results, predictions,recommendations, generated content, reports, workflow results, decisions, orother information produced by the Platform in response to Customer Data orCustomer’s or its Authorized Users’ use of the Platform.
1.7 Authorized Users: Employees, contractors, consultants,and other individuals authorized by Customer (or by its Affiliates, ifpermitted under the applicable Order Form) to access and use the Platform underCustomer’s account and permissions.
1.8 Documentation: Technical specifications, userguides, instructions, policies, and other documentation made available by Aizenrelating to the Platform.
1.9 Affiliate: Any entity thatdirectly or indirectly controls, is controlled by, or is under common controlwith a Party, where “control” means ownership of more than fifty percent (50%)of the voting interests of the entity.
1.10 Order Form: Any orderingdocument, online order, subscription confirmation, statement of work, pilot orproof-of-concept agreement, or other written or electronic purchasing documententered into between Aizen and Customer that references this Agreement.
1.11 Subscription Term: Theperiod during which Customer is authorized to access the Platform, as specifiedin the applicable Order Form, including any renewal periods.
1.12 Fees: All fees, charges,and other amounts payable by Customer under this Agreement or any Order Form.
1.13 Usage Data: Data andinformation relating to the operation, performance, configuration, security,and use of the Platform, including logs, metrics, telemetry, error reports,feature-usage statistics, and resource consumption, but excluding the content ofCustomer Data.
1.14 Aggregated Data: Dataderived from Customer Data or Usage Data that has been aggregated and/orde-identified so that it does not identify, and cannot reasonably be used toidentify, Customer, any Authorized User, or any individual.
1.15 Third-Party Services:Software, services, APIs, data sources, platforms, integrations, and otherproducts or services provided by any person other than Aizen, includingthird-party artificial intelligence models and model providers (“Third-PartyAI Models”), whether made available through the Platform or enabled byCustomer.
1.16 Aizen Technology: ThePlatform, the Documentation, and all software, algorithms, models, prompts,templates, pre-built workflows, agent frameworks, workflow engines, connectors,tools, methods, know-how, and other technology owned, licensed, or provided byAizen, together with all improvements, enhancements, modifications, andderivative works of any of the foregoing, but excluding Customer Data.
1.17 Beta Features: AnyPlatform features, functionality, models, or services that Aizen designates asalpha, beta, preview, early access, experimental, pilot, or evaluation, or thatare otherwise made available on a no-charge or trial basis.
1.18 High-Risk Use: Any use inwhich the failure, inaccuracy, or unavailability of the Platform or any Outputcould reasonably be expected to lead to death, personal injury, or severephysical, property, or environmental damage, including the operation of nuclearfacilities, aircraft navigation or communication systems, air traffic control,mass transit, medical diagnosis or treatment, life-support systems, or weaponssystems.
1.19 Consequential Decision: Adecision that produces legal or similarly significant effects concerning anindividual, including decisions regarding employment, compensation, credit,lending, housing, insurance, education, healthcare, legal services, governmentbenefits, or access to essential goods or services.
2.1 Subject to Customer’s compliancewith this Agreement and the applicable Order Form (including timely payment ofall Fees), Aizen grants Customer a limited, non-exclusive, non-transferable,non-sublicensable, revocable (as provided in this Agreement) license, duringthe applicable Subscription Term, to access and use the Platform solely forCustomer’s internal business purposes, in accordance with the Documentation andthe usage limits set forth in the applicable Order Form.
2.2 The license permits Customer to:
a. Access and use Orchestrate tocreate, configure, test, execute, and manage AI agents and automated workflowsbased on Customer’s SOPs, business processes, and instructions.
b. Access and use Foresight to create,configure, test, train, deploy, and manage AI/ML models, predictiveapplications, and associated data processing workflows.
c. Upload and process Customer Data asreasonably necessary to use the Platform.
d. Generate and use Outputs andCustomer Applications ’for Customer’s internal business purposes, subject toSection 9.4 and the other terms of this Agreement.
2.3 The license is limited to thenumber of users, environments, computing resources, applications, and otherentitlements specified in the applicable Order Form. If Customer exceeds anysuch entitlement, Aizen may, in addition to its other rights and remedies, (a)invoice Customer for the excess usage at the overage rates set forth in theOrder Form or, if none, at Aizen’s then-current list rates, and/or (b)throttle, restrict, or suspend the excess usage.
2.4 Customer shall not permit accessto the Platform by any third party except Authorized Users, unless expresslyauthorized in writing by Aizen. Customer’s Affiliates may use the Platform onlyif expressly permitted in the applicable Order Form, and Customer shall remainresponsible for all such use.
2.5 No ownership rights in thePlatform or its underlying intellectual property are transferred to Customerunder this Agreement.
2.6 Aizen reserves all rights notexpressly granted to Customer.
2.7 Platform Changes: Aizen mayupdate, modify, enhance, or discontinue features, functionality, Third-Party AIModels, integrations, or components of the Platform from time to time. Aizenwill use commercially reasonable efforts to provide advance notice of any changethat materially reduces the core functionality of the Platform during a paidSubscription Term. If such a change materially and adversely affects Customer’suse of the Platform, Customer may, as its sole and exclusive remedy, terminatethe affected Order Form by written notice within thirty (30) days after thechange and receive a pro rata refund of any prepaid Fees for the terminatedportion of the Subscription Term.
2.8 Support and Service Levels:Aizen will provide support and any service level commitments only as expresslyset forth in the applicable Order Form or Aizen’s then-current support policy.Except as expressly set forth therein, Aizen makes no commitment regardingPlatform availability, uptime, response times, or support, and any service creditsstated therein shall be Customer’s sole and exclusive remedy for any failure tomeet such commitments.
3.1 Customer is solely responsiblefor:
a. All activities conducted throughits account and by its Authorized Users.
b. Ensuring that its use of thePlatform complies with applicable laws, regulations, contractual obligations,and industry requirements.
c. The accuracy, quality,completeness, legality, and appropriateness of Customer Data.
d. Obtaining all necessary consents,permissions, authorizations, and licenses relating to Customer Data.
e. Reviewing and validating allworkflows, AI agents, machine learning models, Outputs, and CustomerApplications before deploying them in production.
f. Maintaining appropriate accesscontrols and safeguarding account credentials, authentication tokens, API keys,and other security information.
g. Maintaining appropriate backups ofCustomer Data and business-critical applications.
h. Ensuring that the use of thePlatform does not violate the rights of any third party.
3.2 Customer shall be responsible forall actions taken by AI agents, workflows, models, integrations, andapplications configured or deployed by Customer, including actions that executeautomatically or interact with external systems.
3.3 Customer acknowledges thatconfiguring an AI agent or workflow to access external systems, databases,networks, APIs, business applications, or infrastructure may result in changesto those systems or data. Customer is responsible for ensuring that such accessand actions are properly authorized and controlled.
3.4 Customer shall establishappropriate human review, approval, monitoring, and intervention proceduresbased on the potential impact and risk of its applications.
3.5 Customer shall promptly notifyAizen of any suspected unauthorized access, security incident, misuse, orcompromise involving its account or use of the Platform.
3.6 Customer shall ensure that allAuthorized Users comply with this Agreement and shall be liable for the actsand omissions of its Authorized Users, and of any person who accesses thePlatform using Customer’s accounts or credentials, as if such acts andomissions were Customer’s own.
3.7 Customer shall provide accurate,current, and complete account, contact, and billing information and shallpromptly update such information as necessary.
Customer agrees that it shall not, andshall not permit any Authorized User or third party to:
4.1 Use the Platform for any unlawful,fraudulent, deceptive, malicious, or unauthorized purpose.
4.2 Create, configure, or executeworkflows, agents, models, or applications designed to:
4.3 Use the Platform to develop,facilitate, or execute activities that violate applicable privacy, dataprotection, intellectual property, cybersecurity, export control, or otherlaws.
4.4 Upload, transmit, or processinformation that Customer does not have the legal right to use.
4.5 Attempt to reverse engineer,decompile, disassemble, decode, or otherwise derive the source code, algorithms,architecture, proprietary methods, or underlying components of the Platform,except to the extent such restriction is prohibited by applicable law.
4.6 Copy, modify, distribute, sell,lease, sublicense, resell, or commercially exploit the Platform or any portionthereof without Aizen’s prior written consent.
4.7 Remove, alter, or obscure anyproprietary notices, trademarks, copyright notices, or other intellectualproperty notices.
4.8 Interfere with or disrupt thePlatform, its infrastructure, performance, security, or availability.
4.9 Conduct unauthorized penetrationtesting, vulnerability scanning, load testing, or security assessments withoutAizen’s prior written authorization.
4.10 Access or use the Platform, theDocumentation, or any Outputs to design, build, train, benchmark, or develop acompeting product or service, or to copy or replicate any features, functions,workflows, prompts, interfaces, or graphics of the Platform.
4.11 Attempt to circumventsubscription restrictions, user limits, resource limits, licensingrestrictions, or access controls.
4.12 Use the Platform in a manner thatcould damage Aizen’s reputation, compromise its infrastructure, or adverselyaffect other customers.
4.13 Use the Platform to makedecisions or take actions in safety-critical, life-critical, or otherhigh-impact environments without appropriate independent validation, humanoversight, and safeguards.
4.14 Use the Platform in connectionwith weapons development, unlawful surveillance, or other prohibited activitiesunder applicable law.
4.15 Use the Platform in any mannerthat exposes Aizen or its infrastructure to material legal, regulatory,security, or operational risk.
4.16 Use any Outputs, Usage Data, orother data generated through the Platform to develop, train, or improve anyartificial intelligence or machine learning model or service that competes withthe Platform.
4.17 Publicly disclose or publish theresults of any benchmark, performance, security, or comparative test of thePlatform without Aizen’s prior written consent.
4.18 Access the Platform by anyautomated means (including bots, scrapers, or crawlers) other than throughinterfaces and APIs that Aizen makes available for that purpose, or exceed orcircumvent any rate limits or usage controls.
4.19 Use the Platform for anyHigh-Risk Use, unless expressly authorized in an Order Form signed by anauthorized officer of Aizen.
4.20 Use the Platform or any Output tomake, or as a substantial factor in making, any Consequential Decision, unlessCustomer (a) has conducted all assessments, provided all notices, obtained allconsents, and offered all opt-out, appeal, and human-review rights requiredunder applicable law (including laws governing automated decision-makingtechnology, consumer reports, anti-discrimination, and artificialintelligence), and (b) maintains meaningful human review of each such decision.
4.21 Use the Platform to generate,store, or disseminate content that is unlawful, defamatory, harassing,discriminatory, deceptive, or infringing, or present AI-generated content ashuman-generated where disclosure of its AI-generated origin is required byapplicable law.
Aizen reserves the right toinvestigate suspected violations and take appropriate action, includingrestricting, suspending, or terminating access, removing or disabling anyCustomer Data, Customer Application, or Output that Aizen reasonably believesviolates this Section 4, and reporting suspected unlawful activity toappropriate authorities. Aizen has no obligation to monitor Customer’s use ofthe Platform, and any failure to do so shall not create any liability forAizen.
5.1 Customer acknowledges thatOrchestrate enables the creation and execution of AI agents and automatedworkflows based on SOPs, instructions, business rules, and otherCustomer-provided information.
5.2 Customer is solely responsiblefor:
a. The SOPs, instructions, businessrules, prompts, and other information used to configure workflows and agents.
b. The permissions, tools,integrations, APIs, and external systems made available to agents.
c. The actions and decisions thatagents are authorized to perform.
d. Defining appropriate approvalmechanisms, access restrictions, escalation procedures, and operational safeguards.
e. Testing and validating workflowsbefore production deployment.
5.3 Customer acknowledges that AIagents may generate unexpected, incomplete, inaccurate, or unintended resultsand may execute actions that differ from Customer’s expectations.
5.4 Customer shall not configureagents to perform sensitive, financial, destructive, irreversible, orexternally consequential actions without appropriate authorization andsafeguards.
5.5 Where workflows interact withthird-party systems, Customer is responsible for obtaining the necessarypermissions and complying with the terms governing those systems.
5.6 Aizen does not warrant that anyworkflow or agent will operate without interruption, error, unintended actions,or human intervention.
5.7 Customer acknowledges that Aizendoes not review, approve, or control the actions taken by agents or workflowsthat Customer configures or deploys. Any action executed by an agent orworkflow through Customer’s account, credentials, or integrations shall bedeemed authorized by Customer, whether or not Customer specifically intended oranticipated that action.
6.1 Customer acknowledges thatForesight enables the development, training, deployment, and operation ofpredictive AI and machine learning applications.
6.2 Customer is solely responsiblefor:
a. The source, accuracy, quality,legality, and suitability of datasets used.
b. Data preparation, featureselection, model configuration, and application design.
c. Evaluating model performance,reliability, accuracy, and suitability.
d. Identifying and addressing databias, model bias, drift, and other limitations.
e. Validating model predictions andoutputs before using them for operational or business decisions.
f. Ensuring that models and applicationscomply with applicable regulatory and industry requirements.
6.3 Customer acknowledges thatpredictions, classifications, recommendations, and other machine learningoutputs are probabilistic or otherwise subject to limitations and may be inaccurate.
6.4 Aizen does not guarantee anyparticular prediction accuracy, model performance, business outcome, oroperational result.
6.5 Customer shall not treat Foresightoutputs as a substitute for qualified professional judgment, regulatory review,or required human decision-making.
6.6 Models trained, fine-tuned, ordeployed by Customer through Foresight operate within, and depend upon, thePlatform. Except as expressly providedin an Order Form, Aizen has no obligation to export, transfer, or provide anymodel, model weights, feature pipelines, or other Customer Application in aformat usable outside the Platform.
7.1 Customer acknowledges that thePlatform incorporates artificial intelligence, machine learning, generative AI,automation technologies, and potentially third-party AI models and services.
7.2 AI-generated content,recommendations, predictions, and automated decisions may contain errors,omissions, biases, inconsistencies, or other limitations.
7.3 Aizen does not warrant thatOutputs will be:
7.4 Customer is responsible forindependently evaluating Outputs before relying on them, distributing them, orusing them to make business or operational decisions.
7.5 Customer shall not representAI-generated content as independently verified, certified, or guaranteed byAizen.
7.6 Customer acknowledges thatthird-party AI models and services may be subject to their own terms,restrictions, availability limitations, and performance characteristics.
7.7 Aizen shall not be responsible fordecisions, actions, losses, damages, or consequences arising from Customer’sreliance on AI-generated Outputs or Customer Applications, except to the extentdirectly caused by Aizen’s breach of its express obligations under thisAgreement.
7.8 Due to the nature of artificialintelligence, Outputs may not be unique, and the Platform may generate the sameor similar Outputs for Aizen or other customers. Customer’s rights in Outputsdo not extend to Outputs generated for any other person.
7.9 Aizen may add, change, substitute,or remove the Third-Party AI Models used by or made available through thePlatform, subject to Section 2.7.
7.10 Customer is solely responsiblefor complying with all laws and regulations applicable to its deployment anduse of artificial intelligence systems, Customer Applications, and Outputs,including any obligation to disclose the use of artificial intelligence, tolabel AI-generated content, to conduct risk or impact assessments, or toprovide transparency, notice, or human review, including where Customer isconsidered a “deployer” or similar regulated party of an artificialintelligence system under applicable law.
8.1 Customer retains all rights,title, and interest in Customer Data.
8.2 Customer grants Aizen and itsAffiliates and subprocessors a limited, non-exclusive, worldwide, royalty-freelicense, during the Subscription Term and thereafter as necessary to performAizen’s post-termination obligations, to access, host, transmit, process,store, reproduce, and otherwise use Customer Data solely as necessary to:
a. Provide and operate the Platform.
b. Execute Customer-authorizedworkflows and applications.
c. Provide technical support andtroubleshooting.
d. Maintain Platform security,integrity, and availability.
e. Comply with applicable legalobligations.
8.3 Customer represents and warrantsthat it has all rights, permissions, consents, and legal authority necessary toprovide Customer Data to Aizen and authorize its processing.
8.4 Customer shall not uploadsensitive personal information, protected health information, financial accountinformation, government identification information, classified information, orother specially regulated information unless the parties have expressly agreedin writing to the applicable data protection and security requirements(including, where applicable, a business associate agreement). Unless otherwiseexpressly agreed in writing, Aizen is not a “business associate” under theHealth Insurance Portability and Accountability Act, and the Platform is notdesigned to satisfy the requirements of HIPAA, the Gramm-Leach-Bliley Act,PCI-DSS, CJIS, ITAR, or similar regulatory regimes. Aizen shall have noliability for any Customer Data uploaded or processed in violation of thisSection 8.4.
8.5 Customer shall ensure thatCustomer Data is collected and processed in compliance with applicable privacyand data protection laws, including the California Consumer Privacy Act, asamended by the California Privacy Rights Act (collectively, “CCPA”), whereapplicable.
8.6 Where Aizen processes personalinformation on behalf of Customer as a service provider or contractor, theparties shall execute an appropriate Data Processing Addendum (“DPA”) whererequired by applicable law. The DPA shall govern the parties’ respective dataprotection obligations and shall control over conflicting provisions of thisAgreement regarding the processing of personal information.
8.7 Unless otherwise agreed inwriting, Aizen shall not sell Customer Data or use Customer Data to traingeneralized AI models for the benefit of other customers.
8.8 Customer acknowledges that certainPlatform functionality may involve third-party infrastructure providers, cloudservices, AI model providers, or other subprocessors. Aizen may use suchproviders as reasonably necessary to provide the Platform, subject toapplicable contractual and data protection obligations.
8.9 Customer is responsible formaintaining appropriate copies of Customer Data and business-criticalinformation.
8.10 Upon termination, Aizen shallhandle Customer Data in accordance with the applicable subscription terms, DPA,and agreed data retention and deletion procedures, subject to legal retentionobligations and technical backup limitations.
8.11 Usage Data and AggregatedData: Notwithstanding anything to the contrary in this Agreement, Aizen maycollect, generate, and use Usage Data and Aggregated Data for any lawful businesspurpose, including to operate, maintain, secure, support, analyze, and improvethe Platform and Aizen’s other products and services, provided that Aizen doesnot disclose Aggregated Data in a form that identifies Customer, any AuthorizedUser, or any individual, and provided further that nothing in this Section 8.11permits Aizen to use Customer Data in contravention of Section 8.7. As betweenthe Parties, Aizen owns all right, title, and interest in and to Usage Data andAggregated Data.[AH1]
8.12 Data Retrieval: Unlessotherwise provided in the applicable DPA or Order Form, Customer may exportCustomer Data using the Platform’s available export functionality during theSubscription Term and for thirty (30) days thereafter (the “Retrieval Period”),provided that Customer has paid all Fees then due. Following the RetrievalPeriod, Aizen shall have no obligation to maintain or provide any Customer Dataand may delete Customer Data in accordance with its standard procedures,without liability to Customer.
[AH1]Note to Aizen: Please confirm thatSections 8.7 and 8.11 match Aizen's actual practices: no training ofgeneralized models on Customer Data, and use of telemetry and de-identifieddata to improve the product. If Aizen wants to train models on Customer Data,we should add an express opt-in rather than rely on the Aggregated Datalanguage. The Privacy Policy and DPA should be checked for consistency withthese sections.
9.1 Aizen Intellectual Property
Aizen retains all rights, title, andinterest in and to:
9.2 Nothing in this Agreementtransfers ownership of Aizen’s intellectual property to Customer.
9.3 Customer Intellectual Property
Customer retains ownership of CustomerData and its pre-existing intellectual property, subject to the limited licensegranted to Aizen under this Agreement.
9.4 Customer Applications andOutputs
As between Aizen and Customer,Customer retains its rights in Customer Data, Customer-specific SOPs, andCustomer-owned business content incorporated into Customer Applications.
Subject to Aizen’s underlyingintellectual property rights and applicable third-party rights, Customer mayuse the Customer Applications and Outputs generated through its authorized useof the Platform for its internal business purposes and such other purposes asare expressly permitted in the applicable Order Form.
Customer’s right to use CustomerApplications is limited to use within the Platform during the Subscription Termand terminates upon expiration or termination of this Agreement. Customer maycontinue to use, for its internal business purposes, Outputs that were exportedfrom the Platform before such expiration or termination, subject to Sections 7and 9.5. Aizen makes no representation or warranty that any Output or CustomerApplication is eligible for copyright, patent, or other intellectual propertyprotection.
9.5 No ownership of Aizen’s underlyingsoftware, platform components, generic algorithms, reusable technology, orproprietary improvements shall transfer to Customer by virtue of Customer’s useof the Platform.
9.6 Feedback
Customer grants Aizen and itsAffiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid-up,transferable, and sublicensable right to use, disclose, modify, and incorporatesuggestions, feedback, recommendations, and ideas provided by Customer relatingto the Platform (“Feedback”), without compensation or restriction,provided that Aizen does not disclose ’Customer’s Confidential Information oridentify Customer as the source of the feedback. Feedback shall not beconsidered Customer’s Confidential Information, and Aizen shall own allimprovements to the Platform derived from Feedback.
9.7 Assignment of Aizen Technology:To the extent Customer or any Authorized User acquires any right, title, orinterest in or to any Aizen Technology (including any improvement or derivativework thereof), Customer hereby assigns, and shall cause its Authorized Users toassign, all such right, title, and interest to Aizen.
9.8 Trademarks: No right orlicense is granted to Customer to use any of Aizen’s names, logos, ortrademarks, except as Aizen may expressly authorize in writing.
10.1 Each Party may receiveconfidential or proprietary information belonging to the other Party (“ConfidentialInformation”).
10.2 Confidential Information includesbusiness information, technical information, source code, software designs,architecture, pricing, security information, Customer Data, business processes,and other information designated or reasonably understood to be confidential.Aizen’s Confidential Information includes the Aizen Technology, theDocumentation, non-public pricing and Order Form terms, product roadmaps, andthe results of any performance or security testing of the Platform.
10.3 The receiving Party shall:
a. Use Confidential Information solelyfor purposes of this Agreement.
b. Protect Confidential Informationusing reasonable care and no less than the care used to protect its owncomparable confidential information.
c. Restrict access to employees,contractors, and representatives who need access and are bound by appropriateconfidentiality obligations.
d. Not disclose ConfidentialInformation to unauthorized third parties.
10.4 Confidential Information does notinclude information that the receiving Party can demonstrate:
a. Is publicly available withoutbreach of this Agreement.
b. Was lawfully known beforedisclosure.
c. Was independently developed withoutusing Confidential Information.
d. Was lawfully obtained from a thirdparty without confidentiality restrictions.
10.5 A Party may disclose ConfidentialInformation where required by law or court order, provided that it gives thedisclosing Party prior notice where legally permitted, reasonably cooperates(at the disclosing Party’s expense) with any effort to obtain a protectiveorder, and discloses only the portion of Confidential Information that it islegally required to disclose.
10.6 Confidentiality obligations shallsurvive termination for five (5) years, except that trade secrets shall remainprotected for as long as they qualify as trade secrets under applicable law.
11.1 Aizen shall maintain commerciallyreasonable administrative, technical, and organizational safeguards designed toprotect the Platform and Customer Data under its control.
11.2 Customer acknowledges that nosoftware, infrastructure, network, or security system can be guaranteed to becompletely secure.
11.3 Customer is responsible for:
a. Managing Authorized Users and theirpermissions.
b. Maintaining secure passwords, APIkeys, and authentication credentials.
c. Restricting access to authorizedpersonnel.
d. Configuring integrations andexternal system permissions appropriately.
e. Maintaining appropriate securitycontrols in Customer-managed environments.
11.4 Aizen may monitor Platform usage,system logs, access patterns, and technical activity to identify securitythreats, prevent misuse, maintain operational integrity, and enforce thisAgreement.
11.5 Aizen may restrict access,disable credentials, suspend integrations, or suspend workflows when reasonablynecessary to protect the Platform, Customer, other users, or third parties.
11.6 Aizen shall not be responsiblefor any unauthorized access to, or any alteration, loss, or disclosure of,Customer Data to the extent resulting from the acts or omissions of Customer orits Authorized Users, Customer’s configuration of the Platform, agents,workflows, or integrations, compromised Customer credentials, or Third-PartyServices enabled by Customer.
12.1 The Platform may integrate withor rely on third-party software, APIs, infrastructure, AI models, databases,cloud providers, and other services.
12.2 Customer acknowledges thatthird-party services may have separate terms of service, privacy policies,licensing requirements, and usage restrictions.
12.3 Customer is responsible forobtaining any necessary third-party licenses, permissions, and authorizations.
12.4 Aizen is not responsible for theavailability, performance, security, or functionality of third-party servicesthat are outside Aizen’s reasonable control.
12.5 Aizen shall not be liable forlosses resulting from changes, interruptions, discontinuation, or failures ofthird-party services, except to the extent caused by Aizen’s breach of itsexpress obligations under this Agreement.
12.6 Third-Party Services thatCustomer elects to enable, connect, or use with the Platform are provided bythe applicable third party, and any exchange of data between Customer and suchthird party is solely between them. By enabling a Third-Party Service, Customerauthorizes Aizen to transmit Customer Data to, and receive data from, suchThird-Party Service as necessary for the interoperation, and Aizen shall haveno responsibility for any use, disclosure, modification, or deletion ofCustomer Data by such Third-Party Service.
12.7 The Platform may include opensource software components that are subject to separate open source licenseterms, which shall govern such components to the extent required by those licenses.
13.1 Access to the Platform may beprovided under a paid subscription, evaluation license, pilot program,proof-of-concept arrangement, or other commercial agreement.
13.2 Applicable fees, paymentschedules, subscription periods, usage limits, and commercial terms shall bespecified in an applicable order form or separate written agreement.
13.3 Customer agrees to pay allapplicable fees in accordance with the agreed payment terms. Unless otherwisespecified in the applicable Order Form, Fees are invoiced annually in advance,are due within thirty (30) days after the invoice date, and are stated andpayable in U.S. dollars.
13.4 Unless otherwise agreed inwriting, all payment obligations are non-cancelable for the applicableSubscription Term, and Fees paid are non-refundable, except as expresslyprovided in this Agreement or where required by applicable law.
13.5 Aizen reserves the right tosuspend access if any amount remains unpaid more than fifteen (15) days afterits due date, following at least five (5) business days’ written notice (emailbeing sufficient). Fees shall continue to accrue during any such suspension.
13.6 Any additional subscription,usage, or pricing terms agreed between the parties shall supplement thisAgreement.
13.7 Late Payments: Overdueamounts shall accrue interest at the lesser of one and one-half percent (1.5%)per month or the maximum rate permitted by applicable law, from the due dateuntil paid in full. Customer shall reimburse Aizen for all reasonable costs ofcollection, including reasonable attorneys’ fees and collection agency fees.
13.8 Taxes: Fees are exclusiveof all sales, use, value-added, goods and services, withholding, and similartaxes, duties, and charges (“Taxes”). Customer is responsible for allTaxes associated with its purchases under this Agreement, other than taxesbased on Aizen’s net income, property, or employees. If Aizen is required tocollect or pay any Taxes for which Customer is responsible, Aizen will invoiceCustomer and Customer shall pay such amounts, unless Customer provides Aizenwith a valid tax exemption certificate.[AH1]
13.9 Invoice Disputes: Customermust notify Aizen in writing of any good-faith dispute regarding an invoicewithin fifteen (15) days after the invoice date, describing the dispute inreasonable detail, or the invoice will be deemed accepted. Customer shalltimely pay all undisputed amounts, and the Parties shall work in good faith toresolve any dispute promptly.
13.10 Renewal and Pricing:Unless otherwise specified in the applicable Order Form, each Subscription Termshall automatically renew for successive renewal periods equal to the shorterof the initial Subscription Term or twelve (12) months, unless either Partygives written notice of non-renewal at least thirty (30) days before the end ofthe then-current term. Aizen may increase the Fees for any renewal term bynotifying Customer at least forty-five (45) days before the start of suchrenewal term.
13.11 Evaluation Access and BetaFeatures: If Aizen makes available any Beta Features, or provides access tothe Platform on a free, trial, pilot, proof-of-concept, or evaluation basis,then such access (a) is provided solely for Customer’s internal evaluation forthe period designated by Aizen (or, if none, thirty (30) days); (b) may bemodified, suspended, or terminated by Aizen at any time without notice orliability; (c) may be subject to additional terms; and (d) notwithstandinganything to the contrary in this Agreement, is provided “AS IS” and “ASAVAILABLE,” without any warranty, support, service level, or indemnity of anykind. Aizen’s aggregate liability arising out of or relating to such access orany Beta Features shall not exceed US$100. Customer Data in any trial orevaluation environment may be permanently deleted upon expiration of the trialor evaluation period unless Customer purchases a subscription.
[AH1]This is a standard contractual allocationof transaction taxes. Aizen should confirm with its tax advisor how sales anduse tax applies to its SaaS offering in the states where it sells.
14.1 THE PLATFORM, DOCUMENTATION,OUTPUTS, BETA FEATURES, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “ASAVAILABLE,” EXCEPT AS EXPRESSLY PROVIDED IN AN ORDER FORM SIGNED BY ANAUTHORIZED OFFICER OF AIZEN.
14.2 TO THE MAXIMUM EXTENT PERMITTEDBY APPLICABLE LAW, AIZEN, ON BEHALF OF ITSELF AND ITS AFFILIATES, LICENSORS,AND SUPPLIERS, DISCLAIMS ALL IMPLIED, STATUTORY, AND OTHER WARRANTIES,INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIESARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
14.3 AIZEN DOES NOT WARRANT THAT:
a. THE PLATFORM WILL OPERATE WITHOUTINTERRUPTION OR ERRORS.
b. ALL DEFECTS OR VULNERABILITIES WILLBE IDENTIFIED OR CORRECTED.
c. AI AGENTS, WORKFLOWS, MODELS, OROUTPUTS WILL BE ACCURATE OR RELIABLE.
d. THE PLATFORM WILL BE COMPATIBLEWITH ALL CUSTOMER SYSTEMS OR THIRD-PARTY SERVICES.
e. CUSTOMER WILL ACHIEVE ANYPARTICULAR BUSINESS, FINANCIAL, OR OPERATIONAL RESULT.
f. THE PLATFORM OR CUSTOMER DATA WILLBE SECURE OR FREE FROM LOSS, CORRUPTION, OR UNAUTHORIZED ACCESS.
g. ANY THIRD-PARTY SERVICES ORTHIRD-PARTY AI MODELS WILL BE AVAILABLE, ACCURATE, OR CONTINUE TO BE SUPPORTED.
14.4 CUSTOMER ASSUMES RESPONSIBILITYFOR DETERMINING WHETHER THE PLATFORM IS APPROPRIATE FOR ITS BUSINESSREQUIREMENTS.
14.5 NO ADVICE OR INFORMATION, WHETHERORAL OR WRITTEN, OBTAINED FROM AIZEN OR ITS PERSONNEL SHALL CREATE ANY WARRANTYNOT EXPRESSLY STATED IN THIS AGREEMENT. THE PLATFORM IS NOT DESIGNED ORINTENDED FOR HIGH-RISK USE, AND AIZEN SPECIFICALLY DISCLAIMS ANY EXPRESS ORIMPLIED WARRANTY OF FITNESS FOR HIGH-RISK USE. NOTHING IN THE PLATFORM OR ANYOUTPUT CONSTITUTES LEGAL, FINANCIAL, MEDICAL, TAX, OR OTHER PROFESSIONALADVICE.
15.1 TO THE MAXIMUM EXTENT PERMITTEDBY APPLICABLE LAW, NEITHER AIZEN NOR ITS AFFILIATES, LICENSORS, OR SUPPLIERSSHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, ORCONSEQUENTIAL DAMAGES, OR FOR ANY OF THE FOLLOWING (WHETHER DIRECT ORINDIRECT), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES:
a. LOSS OF PROFITS OR REVENUE.
b. LOSS OF BUSINESS OPPORTUNITIES.
c. LOSS OF GOODWILL OR REPUTATION.
d. LOSS, CORRUPTION, OR UNAVAILABILITYOF DATA.
e. BUSINESS INTERRUPTION OROPERATIONAL DOWNTIME.
f. COSTS OF REPLACING SOFTWARE, SERVICES,OR TECHNOLOGY.
g. ANY DAMAGES ARISING FROM ACTIONSTAKEN BY AI AGENTS, WORKFLOWS, OR MODELS CONFIGURED OR DEPLOYED BY CUSTOMER, ORFROM ANY RELIANCE ON OUTPUTS.
15.2 TO THE MAXIMUM EXTENT PERMITTEDBY APPLICABLE LAW, ’THE TOTAL AGGREGATE LIABILITY OF AIZEN AND ITS AFFILIATES,LICENSORS, AND SUPPLIERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHERIN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OROTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO AIZENUNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELYPRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.3 If Customer has not paid fees forthe Platform, Aizen’s aggregate liability shall not exceed US$100.
15.4 The foregoing limitations shallnot apply to the extent liability cannot legally be excluded or limited,including liability for fraud, willful misconduct, or other liability thatcannot be waived under applicable law.
15.5 The limitations in this Sectionapply collectively to all claims arising from the same or related events.
15.6 The Parties acknowledge that thelimitations in this Section form an essential basis of the commercialarrangement and that the fees charged reflect the allocation of risk betweenthe Parties.
15.7 If and to the extent anylimitation or exclusion of liability in this Agreement is made applicable toCustomer, it shall not limit Customer’s obligation to pay Fees, Customer’sindemnification obligations under Section 16, or Customer’s liability forbreach of Section 2, Section 4, Section 10, or Section 20, or for infringementor misappropriation of Aizen’s intellectual property rights.
15.8 Aizen’s obligations under Section17 are subject to the limitations and exclusions in this Section 15.
15.9 The limitations and exclusions inthis Section 15 shall apply even if any limited remedy set forth in thisAgreement fails of its essential purpose.
15.10 Any claim by Customer againstAizen arising out of or relating to this Agreement must be brought within one(1) year after the cause of action accrues, or such claim shall be permanentlybarred.
16.1 Customer shall defend, indemnify,and hold harmless Aizen, its affiliates, directors, officers, employees,contractors, agents, licensors, and representatives from and against any andall third-party claims, demands, actions, proceedings, damages, liabilities,penalties, costs, and expenses, including reasonable attorneys’ fees, arisingout of or relating to:
a. Customer’s or its Authorized Users’use or misuse of the Platform.
b. Customer Data, including claimsthat Customer Data infringes intellectual property, privacy, confidentiality,or other third-party rights.
c. Customer Applications, workflows,agents, models, and Outputs, including their use, deployment, or execution.
d. Actions performed byCustomer-configured AI agents or automated workflows.
e. Customer’s violation of applicablelaws or regulations.
f. Customer’s breach of thisAgreement.
g. Customer’s failure to obtain necessarypermissions, licenses, or authorizations.
h. Customer’s unauthorized access toor interference with third-party systems.
i. Customer Data uploaded or processedin violation of Section 8.4, or any claim that Aizen’s processing of CustomerData in accordance with this Agreement and Customer’s instructions violatesapplicable law.
j. Any Consequential Decision orHigh-Risk Use made or undertaken by or for Customer using the Platform or anyOutput.
k. Any claim by Customer’s Affiliates,Authorized Users, customers, or other end users relating to the Platform,Customer Applications, or Outputs.
16.2 Aizen shall provide reasonablyprompt notice of an indemnifiable claim and reasonable cooperation in thedefense, at Customer’s expense; provided that any delay in notice shall relieveCustomer of its obligations only to the extent Customer is materiallyprejudiced by such delay. Customer shall conduct the defense with counselreasonably acceptable to Aizen. Aizen may participate in the defense with counselof its own choosing at its own expense, and may assume control of the defenseat Customer’s expense if Customer fails to diligently defend the claim or ifthe claim involves Aizen’s intellectual property or any governmental orregulatory proceeding.
16.3 Customer shall not settle anyclaim in a manner that imposes liability, admissions, or continuing obligationson Aizen without Aizen’s prior written consent.
17.1 Subject to the terms of thisAgreement, Aizen shall defend Customer against third-party claims alleging thatCustomer’s authorized use of the unmodified Platform infringes a valid UnitedStates patent, copyright, or trademark, and shall indemnify Customer againstdamages finally awarded by a court or amounts agreed to in an approvedsettlement.
17.2 This obligation shall not applyto claims arising from:
a. Customer Data or Customer-providedmaterials.
b. Customer modifications orunauthorized alterations.
c. Combination of the Platform withproducts, systems, or services not provided or authorized by Aizen.
d. Use outside the scope of thelicense.
e. Customer’s continued use afterAizen has provided a commercially reasonable workaround or alternative.
f. Outputs, Customer Applications, orother content generated by the Platform.
g. Third-Party Services, Third-PartyAI Models, or open source software.
h. Beta Features, or any free, trial,pilot, or evaluation use of the Platform.
i. Aizen’s compliance with Customer’sspecifications, SOPs, or instructions.
17.3 If the Platform becomes, or Aizenreasonably believes it may become, subject to an infringement claim, Aizen may,at its option:
a. Obtain the right for Customer tocontinue using the affected functionality.
b. Modify or replace the affected functionality.
c. Terminate the affectedfunctionality and refund any prepaid, unused subscription fees attributable tothat functionality.
17.4 This Section sets forth Aizen’sentire liability and Customer’s exclusive remedy for intellectual property infringementclaims relating to the Platform.
17.5 Aizen’s obligations under thisSection 17 are conditioned on Customer (a) notifying Aizen in writing of theclaim promptly after Customer becomes aware of it; (b) granting Aizen solecontrol of the defense and settlement of the claim; and (c) providing Aizenwith reasonable information and cooperation, at Aizen’s expense. Customer mayparticipate in the defense at its own expense with counsel of its choosing.
18.1 ’This Agreement commences on theEffective Date and remains in effect until all Subscription Terms have expiredor been terminated or, if Customer uses the Platform without a paidsubscription, until Customer’s access is terminated.
18.2 Aizen may suspend or restrictaccess immediately where Aizen reasonably believes:
a. Customer has violated thisAgreement.
b. Customer’s use creates a securitythreat or risk to the Platform or other users.
c. Customer is conducting unlawful,unauthorized, or malicious activities.
d. Customer’s activity may exposeAizen or third parties to legal or regulatory liability.
e. Continued access may cause materialharm to Aizen, its customers, or third parties.
f. Customer has failed to pay any Feeswhen due, subject to Section 13.5.
18.3 Where reasonably practicable andlegally permitted, Aizen will use commercially reasonable efforts to notifyCustomer before or promptly after any suspension; provided that Aizen shallhave no obligation to provide prior notice or an opportunity to cure whereAizen determines in good faith that immediate action is necessary to preventharm to the Platform, Aizen, its customers, or any third party, or to complywith applicable law. Aizen will restore access once the circumstances givingrise to the suspension have been resolved. Fees shall continue to accrue duringany suspension under this Section 18.
18.4 Either Party may terminate thisAgreement for a material breach by the other Party if the breach remainsuncured for thirty (30) days following written notice.
18.5 Aizen may terminate thisAgreement immediately where the breach involves fraud, unlawful activity,serious security threats, unauthorized access, or material infringement ofAizen’s intellectual property.
18.6 Upon termination:
a. Customer’s license and accessrights shall immediately cease.
b. Customer shall discontinue all useof the Platform.
c. Customer shall cease using anyAizen software or components for which it no longer holds a valid license.
d. Each Party shall return or destroythe other Party’s Confidential Information as required under this Agreement,subject to applicable legal and archival requirements.
e. Customer Data shall be handled inaccordance with Section 8 and any applicable DPA or subscription agreement.
18.7 Termination shall not affectaccrued payment obligations or rights and obligations that by their nature areintended to survive termination.
18.8 Aizen may terminate thisAgreement or any Order Form upon written notice if (a) Customer fails to payany Fees within ten (10) days after written notice of non-payment; or (b)Customer becomes insolvent, makes a general assignment for the benefit ofcreditors, or becomes the subject of any bankruptcy, receivership, or similarproceeding. Aizen may terminate any free, trial, pilot, or evaluation access atany time, for any reason, upon notice.
18.9 Upon any termination by Aizenunder Section 18.5 or 18.8, or by Aizen for Customer’s uncured material breachunder Section 18.4, all unpaid Fees for the remainder of the then-current SubscriptionTerm shall become immediately due and payable, and Customer shall not beentitled to any refund. Upon termination by Customer for Aizen’s uncuredmaterial breach under Section 18.4, Aizen shall refund any prepaid Feesattributable to the portion of the Subscription Term following the effectivedate of termination.
19.1 Aizen may monitor Platform usageand maintain technical records reasonably necessary to verify compliance withlicensing, security, usage, and subscription restrictions.
19.2 Where Aizen reasonably suspects amaterial violation of this Agreement, Aizen may request information reasonablynecessary to investigate the suspected violation.
19.3 Customer agrees to reasonablycooperate with such investigations.
19.4 Any audit involving Customersystems or facilities shall be subject to reasonable prior notice, mutuallyagreed procedures, and appropriate confidentiality and security requirements,except where immediate action is necessary to address an imminent securitythreat.
19.5 If any verification or auditreveals that Customer has exceeded its licensed entitlements or used thePlatform in a manner not permitted under this Agreement, Customer shall payAizen, within thirty (30) days after invoice, for such excess use at theoverage rates set forth in the applicable Order Form or, if none, at Aizen’sthen-current list rates, and, if such excess exceeds five percent (5%) of thelicensed entitlements, shall reimburse Aizen’s reasonable costs of theverification or audit.
20.1 Customer shall comply with allapplicable United States export control laws, economic sanctions, and traderestrictions.
20.2 Customer shall not provide accessto the Platform to any prohibited person, entity, or jurisdiction in violationof applicable law.
20.3 Customer shall not use thePlatform for prohibited weapons development, terrorism, or other activitiesrestricted under applicable export control and sanctions laws.
20.4 Customer represents and warrantsthat (a) neither Customer nor any of its Affiliates or Authorized Users isnamed on, or owned or controlled by any person named on, any U.S. governmentrestricted-party list, including the Specially Designated Nationals and BlockedPersons List maintained by the U.S. Department of the Treasury’s Office ofForeign Assets Control and the Entity List maintained by the U.S. Department ofCommerce; and (b) Customer will not access, or permit access to, the Platformfrom any country or region subject to comprehensive U.S. sanctions or embargo.
20.5 The Platform and Documentationare “commercial computer software” and “commercial computer softwaredocumentation,” as those terms are used in FAR 12.212 and DFARS 227.7202. Anyuse, reproduction, or disclosure by or for the U.S. Government is governedsolely by this Agreement, and the U.S. Government receives only the rightsgranted to commercial end users under this Agreement.
20.6 Customer shall comply with theU.S. Foreign Corrupt Practices Act and all other applicable anti-bribery andanti-corruption laws in connection with this Agreement.
21.1 This Agreement shall be governedby and construed in accordance with the laws of the State of California, UnitedStates of America, without regard to its conflict-of-law principles.
21.2 The Parties shall first attemptto resolve any dispute arising out of or relating to this Agreement throughgood-faith negotiations; provided that this Section 21.2 shall not apply toactions to collect Fees or to seek relief under Section 21.6.
21.3 If the dispute cannot be resolvedthrough negotiations within thirty (30) days, either Party may pursue availablelegal remedies.
21.4 Subject to applicable law, thestate and federal courts located in Santa Clara County, California, shall haveexclusive jurisdiction over disputes arising out of or relating to thisAgreement.
21.5 Each Party consents to thepersonal jurisdiction of such courts.
21.6 Nothing in this Section preventseither Party from seeking temporary or injunctive relief in any court ofcompetent jurisdiction, without the requirement of posting a bond or othersecurity to the extent permitted by law, to protect its intellectual property,Confidential Information, or other legitimate interests. Customer acknowledgesthat any breach of Section 4, 9, or 10 may cause Aizen irreparable harm forwhich monetary damages would be an inadequate remedy.
21.7 In any action or proceedingarising out of or relating to this Agreement, the prevailing Party shall beentitled to recover its reasonable attorneys’ fees and costs.
21.8 The United Nations Convention onContracts for the International Sale of Goods and the Uniform ComputerInformation Transactions Act, as enacted in any jurisdiction, shall not apply tothis Agreement.
22.1 Entire Agreement: ThisAgreement, together with applicable order forms, subscription agreements, andany executed DPA, constitutes the entire agreement between the Partiesconcerning the subject matter hereof and supersedes all prior andcontemporaneous proposals, negotiations, agreements, and understandings,whether written or oral. Any terms or conditions contained in any purchaseorder, vendor registration form, supplier portal, or other Customer-provideddocument shall be of no force or effect, even if accepted or signed by Aizen.
22.2 Order of Precedence: Inthe event of a conflict, the following order shall apply unless expresslyagreed otherwise:
a. An executed DPA, solely withrespect to personal data processing.
b. An executed order form orsubscription agreement, solely with respect to commercial andsubscription-specific terms.
c. This EULA.
Notwithstanding the foregoing, noOrder Form shall modify Section 14, 15, 16, or 17 unless it expresslyidentifies the Section being modified and is signed by an authorized officer ofAizen.
22.3 Amendments: Any amendmentto this Agreement must be in writing and agreed to by the Parties, except forupdates to online operational policies and Documentation that ’do notmaterially reduce Customer’s contractual rights. Notwithstanding the foregoing,Aizen may update this Agreement from time to time by posting the updatedversion or notifying Customer. Updates will become effective (a) for Customerswith paid subscriptions, upon the commencement of the next renewal SubscriptionTerm; and (b) for all other Customers, upon posting or notice. Customer’scontinued use of the Platform after an update becomes effective constitutesacceptance of the updated Agreement.
22.4 Assignment: Customer shallnot assign or transfer this Agreement without Aizen’s prior written consent.Aizen may assign this Agreement, in whole or in part, without Customer’sconsent, to any Affiliate or in connection with a merger, acquisition,corporate reorganization, or sale of all or substantially all of its assets orof the business to which this Agreement relates. Customer’s merger with, oracquisition by, a competitor of Aizen shall be deemed an assignment requiringAizen’s prior written consent. Any purported assignment in violation of thisSection is void. This Agreement binds and benefits the Parties and theirpermitted successors and assigns.
22.5 Severability: If anyprovision is determined to be invalid or unenforceable, the remainingprovisions shall remain in full force and effect.
22.6 Waiver: Failure to enforceany provision shall not constitute a waiver of that provision or any otherrights.
22.7 Force Majeure: NeitherParty shall be liable for delays or failures caused by events beyond itsreasonable control, including natural disasters, war, terrorism, labordisputes, government actions, internet or telecommunications failures,widespread infrastructure outages, cyberattacks or denial-of-service attacks(other than those caused by the affected Party’s failure to maintaincommercially reasonable safeguards), epidemics or pandemics, and failures oroutages of third-party hosting, cloud, or AI model providers. This provisiondoes not excuse Customer’s payment obligations for services already provided.
22.8 Independent Contractors:The Parties are independent contractors. Nothing in this Agreement creates apartnership, joint venture, agency, or employment relationship.
22.9 Notices: Aizen may providenotices to Customer by email to the account administrator or billing contactdesignated in Customer’s account or Order Form, or by posting within thePlatform. Customer shall send legal notices to Aizen at [legal@aizencorp.com],with a copy by nationally recognized overnight courier to Aizen’s principalbusiness address at [ADDRESS]. Notices are deemed given upon email transmission(absent a notice of non-delivery), upon posting within the Platform, or upondelivery by courier, as applicable.
22.10 Electronic Acceptance:Customer agrees that electronic acceptance, including click-through acceptance,electronic signatures, and acceptance through an authorized accountadministrator, shall constitute a legally binding acceptance of this Agreement.
22.11 Survival: Sections 1, 3,4, 7, 8.11, 8.12, 9, 10, 13 (as to Fees accrued or payable), 14, 15, 16, 18.6, 18.7,18.9, 19, 20, 21, and 22, and any other provisions that by their nature shouldsurvive, shall survive any expiration or termination of this Agreement.
22.12 Publicity: Aizen mayidentify Customer as a customer of Aizen, including by using Customer’s nameand logo on Aizen’s website and in marketing materials, consistent with anytrademark usage guidelines Customer provides. Customer may revoke thispermission at any time by written notice to Aizen.
22.13 Subcontractors: Aizen mayuse its Affiliates and subcontractors to perform its obligations under thisAgreement, provided that Aizen remains responsible for their performance.
22.14 No Third-Party Beneficiaries:Except for the indemnified parties under Section 16 and Aizen’s licensors andsuppliers under Sections 14 and 15, there are no third-party beneficiaries ofthis Agreement.
22.15 Interpretation: “Including”and similar terms mean “including without limitation.” Section headings are forconvenience only and do not affect interpretation. This Agreement shall beconstrued without regard to any presumption or rule requiring constructionagainst the drafting Party. The English-language version of this Agreement controls.
23. ACKNOWLEDGMENT AND ACCEPTANCE
By accepting this Agreement, Customeracknowledges and agrees that:
AIZEN CORP.
A California Corporation
Website: [www.aizencorp.com]
Legal Notices: [legal@aizencorp.com]
CUSTOMER ACCEPTANCE
Customer Legal Name:__________________________
Authorized Representative:_____________________
Title:________________________________________
Business Email:_______________________________
Date of Acceptance:___________________________
Electronic Acceptance: ☐ I Agree to the End User LicenseAgreement
END OF AGREEMENT
