SAAS Subscription agreement

SurvAI Solutions LLC SAAS SUBSCRIPTION AGREEMENT

THIS SurvAI Solutions LLC SAAS SUBSCRIPTION AGREEMENT is entered into as a global master agreement by and between SurvAI, Inc. defined in Section 1 (“SurvAI”) and Customer (“Customer” or “You”) (on behalf of itself and its Affiliates, for whom Customer agrees it is responsible under this Agreement). By using the SurvAI Solutions Software or Support, clicking Agree, or electronically or manually signing a Services Order Form, you (“Customer”) agree to be bound by this Subscription Agreement. Please read this Agreement carefully. Your use of the Services is expressly conditioned on your acceptance of this Agreement. This Agreement shall be effective on the date fully executed by the parties (the “Effective Date”).

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If you are agreeing to this Agreement on behalf of or for the benefit of a company, organization, or other entity, or another individual, then you represent and warrant that you have the necessary authority to agree to this agreement on behalf of that company, organization, other entity or individual. if you do not have that authority, or if you do not agree to the terms of this agreement, you must not accept this agreement and may not use our products or services.

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THE TERM “YOUR USE” REFERS TO YOU AND YOUR AUTHORIZED USERS USE OF THE SurvAI Solutions Software, THIRD PARTY INTEGRATED SERVICES AND THIRD PARTY PRODUCTS.

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BY AGREEING TO BE BOUND BY THIS AGREEMENT THE CUSTOMER AGREES TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT AND THE CUSTOMER IS PERMITTED TO PROCEED TO ACCESS THE SERVICES. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, SurvAI IS UNWILLING TO GRANT CUSTOMER ANY RIGHTS TO USE THE SERVICES, AND CUSTOMER MUST STOP INSTALLING AND ACCESSING THE SERVICES.

1. Definitions.

1.1 “Affiliate” means with respect to a party, any person or entity that controls, is controlled by, or is under common control with that party, where “control” means ownership of more than fifty percent (50%) of the outstanding voting securities (but only as long as that person or entity meets this requirement).

1.2 “Agreement” means, collectively, this SurvAI SaaS Subscription Agreement, any Statement of Work and Order Form agreed to by the parties, as well as any attached or referenced exhibits or schedules, and amendments to this Agreement, each of which are incorporated into the Agreement by this reference.

1.3 “SurvAI” means one of the following entities and includes any Affiliate identified on an Order Form or Statement of Work:

(a) “SurvAI, Inc.” means SurvAI, Inc., 176 Park ave, Randolph NJ 07869.

1.4 “SurvAI Solutions Software” or “Services” means SurvAI’s hosted software application accessible by Authorized Users and Administrative Users solely for the internal business operations of Customer during the Term as ordered by Customer in an Order Form with Schedule, as specified in an Order Form, and new features, functionality, enhancements, upgrades, error corrections and bug fixes to the SurvAI Solutions Software. The SurvAI Solutions Software is a proprietary platform that provides AI based survey programming software that allows users to upload surveys for automatic survey programming (the “SurvAI Solutions Software” or “Services”). The functionality and description of the features of the SurvAI Solutions Software are contained in Our Documentation.

1.5 “SurvAI Training Data” means the dataset or sets of data that are used by SurvAI to train and improve the performance of its AI algorithms and models offered by the SurvAI Solutions Software. This Agreement does not transfer to Customer any ownership of SurvAI Training Data or any right to access or use SurvAI Training Data.

1.6 "Customer AI training data" refers to the dataset or sets of data that are provided or generated by Customer to train and improve the performance of its AI algorithms and models offered by the SurvAI Solutions Software. Customer hereby grants SurvAI a perpetual, irrevocable, worldwide, royalty-free license to reproduce, modify, and otherwise access and use Customer Training Data (including without limitation Prompts) to train and otherwise modify the SurvAI products and Services, with the right to sublicense any such right to SurvAI’s contractors supporting such training or modification. SurvAI has no obligation to report on use of Customer Training Data.

1.7 “End User” or “Authorized User” means a named person who is authorized to use the SurvAI Solutions Software under a valid subscription or other right granted by SurvAI to Customer, and has been supplied access to the SurvAI Solutions Software via a user identification and password by Customer (or by SurvAI at Customer’s request). Customers are responsible for obtaining and maintaining all necessary consents from End Users to take the actions above and to allow SurvAI to deliver the Services.

1.8 "Customer" means the company, organization, other entity, or individual on behalf of which this Agreement is accepted, as described above.

1.9 “Customer Data” means all electronic data or personal information submitted, uploaded, imported, processed through, collected from, made available by, produced by or resulting from Customer and its authorized users use of the Services and any and all third party personal information and electronic data (“third party data”) submitted, uploaded, imported, processed through, collected from, made available by, produced by or resulting from Customer and its authorized users use of the Services regardless of whether or not the Customer Data is owned by Customer during the Term to or through the SurvAI Solutions Software for processing, and the outputs and modifications to that data obtained from such processing. Customer Data may include the name, email addresses, telephone numbers and information of any person logging in to the Services or any information pertaining to Customer’s customers including information that is inputted by Customer into the Services including birth dates, social security numbers, and personally identifiable information (PII) including financial information. All Customer Data has been designed, created and provided solely by Customer or by third parties on its behalf without the participation or involvement of SurvAI. Customer is responsible for any actions it takes with respect to Customer Data, including uploading it to the Services or using the Services to share or otherwise make available such Customer Data to third parties. Customer is responsible for ensuring that it has all the rights and permissions needed for both Customer and SurvAI to use the Customer Data in connection with the Services. Customer shall provide notices to, and obtain any consents from, third parties as required by applicable law, rule or regulation in connection with SurvAI’s processing of Customer Data via the Services. SurvAI shall not be liable to Customer or any third-parties for any loss, damage or expense whatsoever and howsoever arising from any Customer Data that is not protected by HIPAA that is entered into the Services by Customer or by an entity on its behalf. Customer acknowledges that SurvAI will rely on the accuracy of the Customer Data provided to SurvAI by Customer as it performs its requested functions under this Agreement. Customer acknowledges that it owns all of the Customer Data or has all rights to grant such licenses to SurvAI to use such Information in furtherance of providing the Services without infringement or violation of any third party rights. SurvAI provides no warranties, representations or indemnification to Customer for its access to, and use of the Customer Data. Customer gives consent to SurvAI to use the Customer Data when integrating with third party services providers to perform services on SurvAI’s behalf relating to the functionality of the Services. Customer shall retain ownership rights to all Customer Data processed under the terms of this Agreement with the exception of the personal information or data of third parties or individuals that are not parties to this Agreement. Customer grants SurvAI a revocable license to process, store and use Customer Data as permitted in this Agreement. Customer grants SurvAI a revocable license to use the Customer Data to train Artificial Intelligence (AI) Models.

SurvAI shall not be liable to Customer or any third-parties for any loss, damage or expense whatsoever and howsoever arising from any Customer Data that is entered into the Services by Customer or by an entity on its behalf. SurvAI provides no warranties, representations or indemnification to Customer for its access to, and use of the Customer Data. Customer agrees to separately back up all Customer Data.

Customer also understands and agrees that SurvAI is not responsible in the event there is a data error that occurs within any of the servers hosting the data relating to data. It shall be the sole responsibility of Customer to backup its data and results related to all data.

1.10 “Documentation” OR “FAQ” means the online help materials describing the features and functionality of the SurvAI Solutions Software and located at ________ that SurvAI provides for use with the SurvAI Solutions Software, as may be updated by SurvAI from time to time.

1.11 “Intellectual Property Rights” means patents, patent applications, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights and similar forms of protection.

1.12 “Order Form” means a document signed by and between both SurvAI and Customer (including Affiliates of either party that enter into an Order Form) that references this Agreement and details the SurvAI Solutions Software or Professional Service(s) to be provided by SurvAI, the fees associated therewith, and any other transaction-specific provisions.

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1.13 “Statement of Work” or “SOW” means a document (including an Order Form to the extent referencing Professional Services) signed by and between both SurvAI and Customer (including Affiliates of either party that enter into a Statement of Work) that references this Agreement and describes the activities and deliverables for implementation, training or other Professional Services related to Customer’s use of the SurvAI Solutions Software.

1.14 “Subscription Term(s)” means the subscription period(s)specified in an Order Form during which Authorized Users may use the SurvAI Solutions Software, subject to the terms of the Agreement.

1.15. “Third Party Data” means all data of any kind including personal information that can identify a third party (“third party”) individual personally. Third Party Data relates to Customer’s customers that is submitted, uploaded, imported, processed through, collected from, made available by, produced by or resulting from Customer and its authorized users use of the Services during the Term. Customers are responsible for obtaining and maintaining all necessary consents from Third Parties to take the actions above and to allow SurvAI to deliver the Services.

2. PROVISION OF THE SurvAI Solutions Software.

2.1 SurvAI Solutions Software; Access Right. SurvAI shall host and make the SurvAI Solutions Software available to Customer during the Subscription Term(s) as described on one or more Order Form(s). The SurvAI Solutions Software includes the features and functionality applicable to the SurvAI Solutions Software as ordered by Customer. SurvAI shall host the SurvAI Solutions Software and may update the content, functionality, and user interface of the SurvAI Solutions Software from time to time in its sole discretion. Some features and functionality may be available only with certain versions or editions of the SurvAI Solutions Software, or subject to additional fees or additional provisions.

2.2 Access and Usage Restrictions. Customer has a non-exclusive, revocable, non-sublicensable, non transferable (except as specifically permitted in this Agreement) right to access and use the SurvAI Solutions Software under this Agreement during the applicable Subscription Term, solely for Customer’s internal business purposes relating to the processing of Customer Data subject to the limitations stated in the Order Form(s). Unless otherwise specifically permitted in this Agreement, Customer shall not (a) sublicense, sell, transfer, assign, distribute or otherwise grant or enable access to the SurvAI Solutions Software in a manner that allows access or use of the SurvAI Solutions Software by an individual who is not an Authorized User, or to commercially exploit the SurvAI Solutions Software; (b) copy, modify or create derivative works based on the SurvAI Solutions Software (for the sake of clarity, inputting Customer Data is not considered a creation of a derivative work); (c) reverse engineer or decompile the SurvAI Solutions Software (except to the extent permitted by applicable law and only if SurvAI fails to provide permitted interface information within a reasonable period of time after Customer’s written request); (d) copy any features, functions or graphics of the SurvAI Solutions Software; (e) use the SurvAI Solutions Software to develop machine learning models or related technology; (f) allow Authorized User subscriptions to be shared or used by more than one individual Authorized User (except that Authorized User subscriptions may be reassigned to new Authorized Users replacing individuals who no longer use the SurvAI Solutions Software for any purpose, whether by termination of employment or other change in job status or function); or (g) access or use the SurvAI Solutions Software except as expressly permitted under this Agreement; and (h) access or use the SurvAI Solutions Software (i) to send or store infringing, obscene, threatening, or otherwise unlawful material, including material violative of third-party privacy rights; (ii) in violation of applicable laws; (iii) to send or store material knowingly or intentionally containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, or agents; (iv) in a manner that interferes with or disrupts the integrity or performance of the SurvAI Solutions Software (or the data contained in the SurvAI Solutions Software); or (v) to gain unauthorized access to the SurvAI Solutions Software (including unauthorized features and functionality) or its related systems or networks.

2.3 Availability & Support. We warrant 99.9% uptime for the Services and Application and components specific to and wholly controlled by Us, excluding scheduled maintenance or upgrade time. We make no warranty of the platforms that Our services may depend upon the third party provider that hosts the Services and Application. For any period that the SLA is not met, We will provide a pro-rated refund to You for the portion of the service package affected, provided that You promptly notify Us in writing and We verify the service outage. From time to time, We may upgrade the Services infrastructure, which may require marginal downtime of the Services. We will notify Your registered administrative user by email, a minimum of seven (7) days in advance of scheduled maintenance. Support parameters (Eastern Standard Time) specific to the Services covered in this Agreement are as follows:

Email support: Monitored 8:00 A.M. to 5:00 P.M. Monday – Friday EST; and

Emails received outside of office hours will be collected; however, no action can be guaranteed until the next working day.

Service Requests. In support of the Services outlined in this Agreement, We will respond to service related incidents and/or requests submitted by You within the following time frames:

0-8 hours (during business hours) for issues classified by Us as High priority;

Within 48 hours for issues classified by Us as Medium priority; and

Within 5 working days for issues classified by Us as Low priority.

2.4 Security and Integrity of Customer Data. Customer acknowledges that it retains administrative control over to whom it grants access to the Customer Data hosted in the SurvAI Solutions Software. Nonetheless, during the Subscription Term, SurvAI shall maintain reasonable administrative and technical safeguards designed for the physical protection, confidentiality, and integrity of Customer Data. SurvAI will not use Customer Data except to provide the SurvAI Solutions Software, or to prevent or address service or technical problems, as permitted in this Agreement or as instructed by Customer.

2.5 Usage Limits. Use of the SurvAI Solutions Software is subject to the usage limits identified in an Order Form, which may include limitations on features and functionality. If a party detects or becomes aware that Customer exceeds a limit, that party shall promptly notify the other, and Customer shall work with SurvAI to promptly change its usage to comply with the limit. If Customer fails to change its usage or to comply with the limit within thirty (30) days, or if Customer notifies SurvAI of its intent to continue with the excess usage, Customer shall execute an Order Form and pay invoices issued by SurvAI for that excess usage. As may be reasonably requested by SurvAI from time to time, Customer agrees to verify, certify, or provide evidence that its use of the SurvAI Solutions Software is within the applicable usage limits.

2.6 Professional Services. shall mean the Order Form and mutually agreed upon Statement of Work (a “Statement of Work”) to create any derivative versions (“Deliverables”) of the Services. When both SurvAI and Customer have executed an Order Form, that Order Form becomes effective, and a part of this Agreement, as of the effective date set forth therein (the “Order Effective Date”).

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2.7 Ownership of Deliverables. If Software Development Work is included in any Order Form and mutually agreed upon Statement of Work (a “Statement of Work”) to create any derivative versions (“Deliverables”) of the Services, Customer acknowledges and agrees that SurvAI owns all of the intellectual property rights in the Deliverables and Documentation including without limitation any pre-existing materials and Confidential Information supplied by Customer for incorporation into such Deliverable and the software used to provide the Deliverables. Any modification, enhancement, derivative work, or other improvement of or based upon the Services, which includes a Deliverable, whether developed by SurvAI or a Customer, will be SurvAI exclusive property and Customer hereby irrevocably and in perpetuity assigns to SurvAI all worldwide rights, title, and interest therein.

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SurvAI grants to Customer a revocable, royalty-free, non-exclusive, non-transferable, non-assignable right to use any Deliverable if an Order Form has been executed, to the extent necessary to permit Customer to use the Deliverable in connection with the Services during the Term until such time that the Agreement ends or is terminated then Customer shall cease using any enhancements, modifications, adaptations and derivative works of the Services made by SurvAI or Customer and Customer shall return all such products to SurvAI immediately. Customer acknowledges that nothing in this Agreement will restrict or limit SurvAI from performing similar services and creating similar Deliverables for any third party.

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2.8 No Work Made for Hire. (a) Customer agrees that no Work Product will be developed from a Deliverable as a “work made for hire.” As such, copyright and all other intellectual property rights vest with SurvAI when the Deliverable is fixed in a tangible medium of expression. In the event that Customer is ever determined to own copyrights or other intellectual property rights in the Deliverable, Customer hereby: (i) irrevocably assigns to SurvAI all rights, title, and interest that Customer might have in the Deliverable; (ii) agrees to execute all documents necessary to implement and confirm the letter and intent of this Section; and (iii) irrevocably appoints SurvAI as Customer ’s attorney‐in‐fact to execute any ownership documents to perfect such ownership interests of SurvAI, such right being coupled with an interest.

(b) Deliverable as Confidential Information. The Deliverables are deemed to be SurvAI's Confidential Information hereunder and, except as permitted herein, must not be disclosed by Customer without SurvAI's express written approval. Customer may use the Deliverable for any internal business purpose and Customer may disclose the Deliverable to any contractor or SurvAI of Customer that assists Customer with its internal business affairs and operations, provided that Customer first binds such third party contractor or SurvAI to the same restrictions on use and disclosure of the Deliverable contained herein. Any other disclosure or publication of any Deliverable requires SurvAI's prior written consent.

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2.9 Third Party Integrated Services. Third Party Integrated Services are third party products, applications or services that are provided and managed by third party providers, and interoperate with the SurvAI Solutions Software.

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SurvAI allows third party vendors, service providers, software developers and information systems companies to provide third party products, applications, websites and/or features via the SurvAI Solutions Software (“integrated Service” or “Integrated Services”). SurvAI offers Integrated Services by either i) licensing technology from a third party and embedding it in the Services; or ii) establishing a connection or conduit with a third party’s software platform or information system enabling the Services to send Customer Data or any type of information to the intended party. (i) and (ii) are collectively the “Embedded Technology”). Customer consents to use Embedded Technology with the Subscription Service.

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2.9.1 Integrated Services. Customer acknowledges that: (i) in order to use certain Integrated Services, there may be additionally applicable terms and conditions including those which may establish a direct contractual relationship between Customer and an Integrated Services provider; and (ii); Uptime, availability and support of Integrated Services may be provided by an Integrated Services provider and not SurvAI. If subscribed for Integrated Services, Customer agrees SurvAI may allow the provider of such Integrated Services to access Customer’s Data as required for the interoperation of that Integrated Service with the SurvAI Solutions Software. Customer acknowledges SurvAI is not responsible for any disclosure, modification or deletion of Customer’s Data not protected by HIPAA resulting from access by an Integrated Service or its provider. SurvAI does not warrant or support Integrated Services, except as specified in a specific addendum to this Agreement related to the Integrated Service.

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Embedded Technology will be used among other ways to collect data and information (“third party information”) from various systems: (i) to identify opportunities in the third party information to be utilized by Customer while using the Services; (ii) to make improvements to the software underlying the Services; and (iii) to measure Key Performance Indicators (KPIs). SurvAI has no duty to verify the accuracy or reliability of all such third party information and KPIs and shall not be liable for any loss, damage or expense whatsoever and howsoever arising from any breach or error, loss, damage, or claim caused by Customer or any third party’s reliance on any such third party information and KPIs.

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2.10 USE WITH YOUR MOBILE DEVICE

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Use of the Application and Services may be available through a compatible mobile device (“Device”), Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. When using the Application and Services, you are responsible for ensuring that your use of the Application and Services is in compliance with all applicable laws in the states you reside or do business in.

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SurvAI MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

A. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;

B. ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

C. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

2.11 When using Your Devices hereunder: (i) you are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan; and (ii)

SurvAI shall make available the User App for installation on Your Device.

SurvAI hereby grants you a personal, non-exclusive, non-transferable license to install and use the User App on Your Device solely for the purpose of seeking to use the Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the User App (or any data associated therewith) with any third party. You agree that: (i) use of the User App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and (ii) use of the User App on Your Device as an interface with the Services may consume very large amounts of data through the data plan. SurvAI SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.

2.12 Downloading Mobile App. You may access the Mobile App which can be downloaded from an applications store or applications distribution platform, such as the Apple Mobile App Store or Google Play, (the “Mobile App Provider”). You acknowledge and agree that: (i) these Terms & Conditions are entered into between us, and not with the Mobile App Provider, and that we are solely responsible for the Mobile App (not the Mobile App Provider); (ii) the Mobile App Provider has no obligation to furnish any maintenance and support services with respect to the Mobile App; (iii) the Mobile App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Mobile App or your possession and use of the Mobile App, including, but not limited to: (a) product liability claims; (b) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; (iv) in the event of any third party claim that the Mobile App or your possession and use of that Mobile App infringes that third party’s intellectual property rights, we will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms & Conditions; (v) the Mobile App Provider and its subsidiaries are third party beneficiaries of these Terms & Conditions as it relates to your license of the Mobile App, and that, upon your acceptance of these Terms & Conditions, the Mobile App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms & Conditions as related to your license of the Mobile App against you as a third party beneficiary thereof; and (vi) you must also comply with all applicable third party terms of service when using the Services.

2.13 Content

Your Content. You may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). Input and Output are collectively “Content.” You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.

Ownership of Content. As between you and SurvAI, and to the extent permitted by applicable law, you (a) retain your ownership rights in Input and (b) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output. Customer hereby grants SurvAI a perpetual, irrevocable, worldwide, royalty-free license to reproduce, modify, and otherwise access and use Customer’s output (including without limitation Prompts) to train and otherwise modify the SurvAI products and Services, with the right to sublicense any such right to SurvAI’s contractors supporting such training or modification.

Similarity of Content. Due to the nature of our Services and artificial intelligence generally, output may not be unique and other users may receive similar output from our Services. Our assignment above does not extend to other users’ output or any Third Party Output.

Our Use of Content. We may use Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.

Opt Out. If you do not want us to use your Content to train our models, you can opt out by emailing Us at info@survaisolutions.com. Please note that in some cases this may limit the ability of our Services to better address your specific use case.

Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.

When you use our Services you understand and agree:

Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.
You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
Our Services may provide incomplete, incorrect, or offensive Output that does not represent SurvAI’s views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with SurvAI.

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2.14 ARTIFICIAL INTELLIGENCE. The SurvAI Solutions Software includes the use of predictive algorithms commonly referred to as artificial intelligence technologies. Customer agrees and acknowledges that: (a) the quality of the outputs resulting from predictive algorithms depends largely from the quality of the inputs. (b) the predictive algorithms analyzes Customer Data and Inputs based on pre-determined and pre-identified parameters, and unless the Order Form specifies otherwise, such as through the use of machine learning, the outputs from the SurvAI Solutions Software depend on the parameters identified as part of the implementation. (c) the choice of parameters and the types of Customer Data or Content inputted in the SurvAI Solutions Software may carry assumptions, bias and limitations which will affect the effectiveness, quality, representativeness and accuracy of the outputs. (d) the algorithms within the SurvAI Solutions Software do not replace decision-making. They are intended to provide additional knowledge to support judgment by natural individuals, and not to replace judgment. Customer remains responsible for any judgments and decisions taken as a result of the outputs or the SurvAI Solutions Software, and Customer agrees and acknowledges that SurvAI shall have no liability for any of decisions resulting from the use of the outputs or the SurvAI Solutions Software. (e) Applicable Laws may provide for additional requirements regarding the use of artificial intelligence technologies in certain contexts or projects. Customer is solely responsible for identifying and complying with the requirements applicable to the implementation of artificial intelligence in Customer’s business processes and generally speaking, for the use of the SurvAI Solutions Software.

3. Customer Responsibilities. Customer has exclusive control and responsibility for determining what data and content Customer, third party users and third parties submit into the SurvAI Solutions Software and for obtaining all necessary consents and permissions for submission of Customer Data and processing instructions to SurvAI. Customer is further responsible for the accuracy, quality, and legality of all Customer Data, and for the acts and omissions of Authorized Users in accessing and using the SurvAI Solutions Software. Customer shall use reasonable measures to prevent, and shall promptly notify SurvAI of, any known or suspected unauthorized use of the SurvAI Solutions Software or Authorized User access credentials.

4. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP.

4.1 Customer. Customer grants SurvAI a worldwide, non-exclusive license for the limited purpose of allowing SurvAI to host, copy, process, transmit and display Customer Data as reasonably necessary for SurvAI to provide the SurvAI Solutions Software as permitted in this Agreement. Subject to this limited license right, as between SurvAI and Customer, Customer owns all right, title and interest, including all related Intellectual Property Rights, in and to the Customer Data.

4.2 SurvAI. SurvAI owns and shall continue to own all right, title and interest, including all related Intellectual Property Rights, in and to the SurvAI Solutions Software. Customer acknowledges that the SurvAI name, the SurvAI logo, and the product and feature names associated with the SurvAI Solutions Software are trademarks of SurvAI or third parties, and no license to those marks is granted under this Agreement. Customer grants to SurvAI a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to incorporate and use, commercialize and distribute with the SurvAI Solutions Software any suggestions, recommendations or other feedback specifically relating to the SurvAI Solutions Software as Customer in its discretion may elect to provide and to create derivative works of the same.

5. USE OF AGGREGATE INFORMATION. Customer acknowledges that SurvAI collects, logs, and aggregates usage data as part of the normal operation of the SurvAI Solutions Software (“Aggregated Data”). SurvAI may use Aggregated Data for purposes of operating SurvAI’s business, monitoring performance of the SurvAI Solutions Software, and improving the SurvAI Solutions Software as long as the Aggregated Data is anonymized and SurvAI’s use does not reveal or disclose any Customer Data, Customer Confidential Information, or personally identifiable information or personal data of Authorized Users.

6. BILLING AND PAYMENT.

6. Payment Terms
6.1 Fees. SurvAI offers a free trial of the Services for one month. After one month, the free trial of the Services ends. Customer can choose monthly or yearly subscription fee plans. Customer is responsible to pay SurvAI for all monthly or yearly Fees (“Fees”) to subscribe to use the Services each month the Term is in effect as set forth in the Order Form. By subscribing to use the Service, Customer agrees to pay SurvAI's applicable monthly and/or yearly fees. Unless otherwise provided in writing by Us, You will pay all fees due either each month or on a yearly basis prior to the Term commencing according to the prices and terms listed in Exhibit “B.” Payment for all fees shall be due upon the Effective Date and payment shall be made in U.S. Dollars. Fees are based on the Services purchased and not actual usage. Payment obligations are non-cancelable and fees paid are non-refundable. Fees are based on annual periods that commence on the Effective Date and end on the anniversary thereof. Fees for any additional Services purchased during the Contract Term will be prorated for the remaining time of the monthly or yearly period in which they were purchased.

6.2 BILLING. (a) We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account (your “Billing Account”) for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By choosing to use Payment Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Payment Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payments using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
(b.) PAYMENT METHOD. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

IF YOU WISH TO TERMINATE YOUR AUTHORIZATION FOR A PAYMENT METHOD OR CHANGE YOUR PAYMENT METHOD, CONTACT US AT: support@SurvAI.ai. Or, you can adjust your payment methods in the settings function of the SurvAI Solutions Software.

AS PART OF YOUR CONTINUED USE OF THE SERVICES YOU ARE REQUIRED TO PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL REQUIRED INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (INCLUDING PROVIDING A CHANGE IN BILLING ADDRESS, OR UPDATED CREDIT CARD NUMBERS, OR CREDIT CARD EXPIRATION DATES), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. IF YOU FAIL TO PROVIDE ANY OF THE ABOVE MENTIONED INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAYMENT SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAYMENT SERVICES AS SET FORTH ABOVE.

(d) CHANGE IN AMOUNT AUTHORIZED. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

(e) REAFFIRMATION OF AUTHORIZATION. Your non-termination or continued use of a Payment Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Payment Service.

(f) You can change your payment method yourself by logging into the SurvAI platform and visiting the subscription section.

(g) You shall maintain a valid payment method at all times until the termination of services (not upon notice of cancellation). Your Breach of these provisions shall entitle SurvAI to immediately suspend the services to you.

6.3 Taxes. Fees are exclusive of all applicable taxes, levies, or duties, and Customer is responsible for payment of all of those taxes, levies, or duties, excluding taxes based solely on SurvAI’s income. Customer shall pay all fees free and clear of, and without reduction for, any applicable transaction taxes, including but not limited to sales and use taxes, VAT, GST, gross receipts taxes, withholdings and other similar transactional charges (“Transaction Taxes”); Transaction Taxes imposed on payments of fees will be Customer’s responsibility, and Customer shall provide receipts issued by the appropriate taxing authority to SurvAI on request to establish that the Transaction Taxes have been paid. SurvAI may invoice Transaction Taxes as permitted in applicable law on an invoice as referenced in Section 6.1 or a separate invoice. SurvAI reserves the right to determine Transaction Taxes based on Customer's “bill to” or "ship to" address, or other information provided by Customer on location of Customer’s use of the SurvAI Solutions Software. Customer is responsible for any taxes, penalties or interest that might apply based on SurvAI’s failure to charge appropriate tax due to incomplete or incorrect “bill to” or “ship to” location information provided by Customer. If Customer is exempt from Transaction Taxes, Customer shall provide proof of the exemption to SurvAI without undue delay upon execution of the applicable Order Form.

6.4 Effect of Nonpayment. This Agreement and Customer’s access to the SurvAI Solutions Software or SurvAI’s provision of Professional Services may be suspended or terminated if Customer fails to make timely payment of undisputed fees when due. Unpaid amounts may be subject to interest at the lesser of one and one-half percent (1.5%) per month or the maximum permitted by law plus collection costs. Suspension will not relieve Customer’s obligation to pay amounts due. Upon termination of this Agreement, Customer shall pay the balance due on Customer’s account subject to the provisions of Section 7.3 (“Effect of Termination; Survival”).

6.5 Future Features and Functionality. Customer acknowledges that purchases under this Agreement or any Order Form are not contingent on the delivery of future features or functionality.

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7.1 Term and Termination

7.1 (a) Term; Renewals. Term; Renewals. Our subscription plans' billing frequency/term is monthly or yearly. 30 days from the Effective Date is the initial term for a monthly subscription (the “Monthly Term”). One year from the Effective Date is the initial term for a yearly subscription (the “Yearly Term”). For the avoidance of doubt monthly subscription plans are for an initial period of 30 days and will thereafter automatically renew for successive 30-day periods. You must provide five (5) days notice to terminate the agreement if you choose the monthly term subscription plan. The yearly one (1) year terms shall automatically renew for successive twelve (12) month periods unless either party gives the other written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. Pricing during renewal terms shall be increased by up to 5% per year for each sequential year at Our discretion.

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7.2.1 Termination for Cause. This Agreement shall terminate upon any breach of the Terms by You or Your Authorized Users, in accordance with the Terms.

7.2.2 Effect of Termination. Upon termination, (i) you shall cease any and all use of the Services and You shall relinquish to Us or destroy any and all parts of the Services in Your control, and (ii) all rights, licenses, consents and authorizations granted by Us to You will immediately terminate. The termination of this Agreement shall not limit Our rights or remedies at law or in equity.

7.2.3.Suspension of Services. We may suspend delivery of the Services, without liability, if: (i) You fail to pay any amounts due hereunder to Us, and nonpayment continues for more than thirty (30) days from when notice is given to the You by Us, (ii) We reasonably believe that the Services are being used in violation of this Agreement, (iii) You do not cooperate with Our reasonable investigation of any suspected violation of this Agreement, (iv) there is an attack on Your server by a third party, Your server is accessed or manipulated by a third party without Your consent, or there is another event for which We reasonably believe that the suspension of Services is necessary to protect Our network or Customers, or (v) required by law. We shall use commercially reasonable efforts to give You reasonable notice of a suspension of Services, unless immediate suspension is necessary to protect Us or Our Customers from imminent significant operational or security risk.

7.2.4 Customer’s Right To Terminate The Agreement.If Customer discovers any material defect with the Services, Customer must notify SurvAI in writing and as Customer’s sole and exclusive remedy and SurvAI’s sole obligation, SurvAI will either use reasonable efforts to correct any such defect within sixty (60) days of the date the defect was reported, or create a workaround so as to fix the material defect affected in the Software. If SurvAI is unable to correct or fix the defect in the Software, and the defect renders the Software unusable, the Customer shall be entitled to terminate the Agreement and SurvAI shall issue a pro-rata refund of Subscription Fees for the remaining term of the Agreement. Refund of any such fees is contingent upon Customer’s best efforts cooperation in assisting SurvAI to determine the extent of the defect.

7.2.5 Treatment of Customer Data After Expiration or Termination. Customer agrees that after termination or expiration of this Agreement, or termination or expiration of any Order Form or Statement of Work, SurvAI may immediately deactivate Customer’s account(s) associated with the Agreement or applicable Order Form(s). During the thirty (30) day period after termination or expiration, SurvAI shall grant a reasonable number of Authorized Users access to the SurvAI Solutions Software for the sole purpose of retrieving any Customer Data that is not protected by HIPAA that it wishes to retain and deleting any remaining Customer Data. After the 30-day period, SurvAI shall delete Customer’s account, including remaining Customer Data, if any, from the SurvAI Solutions Software unless legally prohibited. SurvAI shall not delete any Customer Data that is protected by HIPAA.

7.3 Effect of Termination; Survival. Upon early termination of this Agreement by Customer under Section 7.2.4 for SurvAI’s uncured material breach, Customer is entitled to a prorated refund of prepaid fees relating to the SurvAI Solutions Software applicable to the remaining period in the applicable Subscription Term. Upon early termination of this Agreement by SurvAI under Section 7.2.1, fees relating to the SurvAI Solutions Software applicable to the duration of any applicable Subscription Term shall become immediately due and payable by Customer. In addition, upon expiration or termination of this Agreement for any reason: (a) all subscription rights granted under this Agreement, SurvAI’s obligation to provide the SurvAI Solutions Software, and Customer’s right to access or receive the SurvAI Solutions Software, will terminate; (b) Customer Data will be available for retrieval and deleted under Section 7.2.5 (“Treatment of Customer Data After Expiration or Termination”); and (c) Sections 1 (“Definitions”), the restrictions in Section 2.2 (“Access and Usage Restrictions”) for so long as Customer has access to the SurvAI Solutions Software, 3 (“Customer Responsibilities”), 4 (“Intellectual Property Rights and Ownership”), 5 (“Use of Aggregate Information”), 6 (“Billing and Payment”), 7.2.5 (“Treatment of Customer Data After Expiration or Termination”), 7.3 (“Effect of Termination; Survival”), 8 (“Representations and Warranties”), 9 (“Indemnification”), 10 (“Limitation of Liability”), 11 (“Confidentiality and Sensitive Data”), and 12 (“General”) will survive.

8. REPRESENTATIONS AND WARRANTIES.

8.1 By Each Party. Each party represents and warrants that it has the power and authority to enter into this Agreement and that its respective provision and use of the SurvAI Solutions Software is in compliance with laws applicable to each party.

8.2 By SurvAI.

(a) Conformity with Documentation. SurvAI warrants that, during the Subscription Term, the SurvAI Solutions Software will perform in a manner materially consistent with the applicable Documentation, and SurvAI shall not materially decrease the functionality of SurvAI Solutions Software. If a breach of the foregoing warranty occurs, Customer shall provide SurvAI with written notification of the specific way(s) in which the SurvAI Solutions Software does not comply with the warranty and with reasonable information for SurvAI to create a reproducible test case. If SurvAI, in its sole discretion, confirms noncompliance, it shall use commercially reasonable efforts to correct that noncompliance within a thirty (30) day period (which may be mutually extended by the parties). If SurvAI cannot correct the noncompliance during the 30-day cure period, Customer may give SurvAI a thirty (30) day notice of intent to terminate. At the end of the notice period, if the SurvAI Solutions Software still does not comply with this warranty, Customer may elect to terminate this Agreement (and any applicable Order Form or Statement of Work) and receive a prorated refund of prepaid fees applicable to the remaining period in the then-current Subscription Term. Notwithstanding the foregoing, this warranty shall not apply to any non-conformity due to a modification of or defect in the SurvAI Solutions Software that is made or caused by or on behalf of anyone other than SurvAI. THE FOREGOING RIGHTS ARE THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER (AND SurvAI’S SOLE LIABILITY) FOR A BREACH OF THE WARRANTY DESCRIBED IN THIS SECTION 8.2(A).

(b) Malicious Code. SurvAI warrants that, to the best of its knowledge, the SurvAI Solutions Software is free from, and SurvAI shall not knowingly or intentionally introduce, software viruses, worms, Trojan horses or other code, files, scripts, or agents intended to do harm (“Malicious Code”), provided however, that SurvAI shall not be in breach of this warranty if Customer or any third party introduces Malicious Code.

8.3 By Customer. Customer represents and warrants that it has obtained all necessary consents and permissions from data subjects for the submission and processing of personal data before submission of that personal data to the SurvAI Solutions Software.

8.4 WARRANTY DISCLAIMERS. EXCEPT AS WARRANTED IN THIS SECTION 8, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WHEN SurvAI IDENTIFIES A VERSION OF THE SurvAI Solutions Software OR OTHER TECHNOLOGY AS BETA, PILOT, TRIAL, LIMITED RELEASE, PRE-RELEASE, EVALUATION, NON-PRODUCTION OR SIMILAR DESIGNATION, THAT VERSION IS PROVIDED “AS IS,” EXCLUSIVE OF ANY AND ALL WARRANTIES, IS NOT SUPPORTED, AND IS NOT SUBJECT TO ANY AVAILABILITY OR SECURITY OBLIGATIONS, AND SurvAI MAY TERMINATE OR DISCONTINUE THAT VERSION AT ANY TIME WITHOUT LIABILITY. SurvAI IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION OR OTHER DAMAGE RESULTING FROM PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE AND PERSONAL COMPUTING DEVICES, AND TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS OUTSIDE OF ITS CONTROL.

8.5. Disclaimer - Customer Data. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER ACKNOWLEDGES THAT SurvAI IS NOT RESPONSIBLE FOR THE INTEGRITY OF THE CUSTOMER DATA PROCESSED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION, ITS COMPLETENESS, ACCURACY, VALIDITY, AUTHORIZATION FOR PROCESSING AND INTEGRITY OVER TIME AND SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OF SUCH CUSTOMER DATA.

8.6. Disclaimer - Third Party Integrated Services and Integrated Services. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER ACKNOWLEDGES THAT SurvAI IS NOT RESPONSIBLE FOR THE USE OF ANY THIRD PARTY PRODUCTS, THIRD PARTY INTEGRATED SERVICES, INTEGRATED SERVICES AND EMBEDDED TECHNOLOGY THAT INTEROPERATE WITH THE SurvAI Solutions Software.

8.7 Disclaimer - Account Credentials. CUSTOMER IS RESPONSIBLE FOR ENSURING THAT END USERS ARE KEEPING THEIR CREDENTIALS TO ACCESS THEIR ACCOUNTS CONFIDENTIAL AND SECURED, INCLUDING BY FOLLOWING INFORMATION SECURITY BEST PRACTICES REGARDING PASSWORDS. IF ACCOUNTS ARE COMPROMISED AS A RESULT OF END USERS’ NEGLIGENCE, SurvAI SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES RESULTING FROM THIS NEGLIGENCE.

8.8. YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICES IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

8.9 You further agree that SurvAI does not warrant or guarantee that any product information contained on the website or Services, or any result returned from queries made through the Services, whether made using AI powered generative experiences or otherwise, is accurate, complete, reliable, current, or error-free.

You understand that search results obtained from the Services, whether done through AI powered generative experiences or otherwise, may be the same or similar or vary between different users and at different times, and may not necessarily be identical or consistent. You further agree that SurvAI does not warrant or guarantee that any material created through any AI powered generative experience does not infringe the rights of any third party in any subsequent use of the content you may make. If you purchase, use, or access any such products, content, services, advertisements, offers, or information through the Services or you engage with any Third Party Provider, you agree that you do so at your own risk and that SurvAI will have no liability based on such purchase, use, access, or engagement.

9. INDEMNIFICATION.

9.1 By SurvAI. SurvAI shall defend, indemnify and hold Customer harmless from and against any damages and costs (including reasonable attorneys’ fees and costs incurred by Customer) finally awarded against Customer (or, subject to Section 9.3, the amount of any settlement SurvAI enters into) resulting from any claim, demand, suit or proceeding from an unaffiliated third party (“Claim”) specifically alleging that the SurvAI Solutions Software directly infringes or misappropriates a valid copyright, trademark, or trade secret of a third party. SurvAI shall have no indemnification obligation for Claims to the extent arising from: (a) Customer’s or any Authorized User’s use of the SurvAI Solutions Software other than as permitted under this Agreement; (b) the combination of the SurvAI Solutions Software developed by SurvAI with any Customer Data or with any Customer or third party products, services, hardware, data, content, or business processes; or (c) from the modification of the SurvAI Solutions Software by any party other than SurvAI or SurvAI’s agents, or modification by SurvAI or SurvAI’s agents based on Customer instructions. The foregoing is SurvAI’s exclusive obligation for infringement claims. If SurvAI becomes aware of a Claim alleging infringement or misappropriation, or SurvAI reasonably believes such a Claim will occur, SurvAI may, at its sole option: (i) obtain for Customer the right to continue use of the SurvAI Solutions Software; (ii) replace or modify the SurvAI Solutions Software so that it is no longer infringing; or, (iii) if neither (i) nor (ii) is reasonably available to SurvAI, terminate the SurvAI Solutions Software, in which case SurvAI’s sole liability (in addition to the indemnification obligations set out in this Section 9.1) is to refund to Customer a prorated amount of prepaid fees for the SurvAI Solutions Software applicable to the remaining period (from the date SurvAI is notified of the infringement claim by Customer) in the then-current Subscription Term.

9.2 By Customer. Customer shall defend, indemnify and hold SurvAI harmless from and against any damages and costs (including reasonable attorneys’ fees and costs incurred by SurvAI) finally awarded against SurvAI (or, subject to Section 9.3, the amount of any settlement Customer enters into) resulting from any Claim arising from (a) your unauthorized use of, or misuse of, the SurvAI Solutions Software or Software; (b) your violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (c) allegations that use of the Customer Data and Content infringes a valid copyright, trademark, or trade secret, privacy, or publicity rights of a third party; (d) Customer’s failure to obtain consents and permissions from data subjects for the submission and processing of personal data, Customer data and Content in the SurvAI Solutions Software; or (e) instructions by Customer or its Authorized Users for processing data and Content other than as specifically allowed in this Agreement.

9.3 Indemnity Process. Each party’s indemnification obligations are conditioned on the indemnified party: (a) promptly giving written notice of the Claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the Claim; and (c) providing to the indemnifying party all available information and assistance resulting from the Claim, at the indemnifying party’s request and expense. The indemnified party may participate in the defense of the Claim, at the indemnified party’s sole expense (not subject to reimbursement). Neither party may settle any claim that includes a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought without that party’s prior written consent. Neither party may admit liability for or consent to any judgment or concede or settle or compromise any Claim unless that admission or concession or settlement or compromise includes a full and unconditional release of the other party from all liabilities in respect of the Claim.

10. LIMITATION OF LIABILITY.

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10.1 CUSTOMER ASSUMES THE ENTIRE COST OF ANY DAMAGES RESULTING FROM CUSTOMER’S USE OF THE SurvAI Solutions Software, THE INFORMATION CONTAINED IN OR COMPILED BY THE SurvAI Solutions Software, THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE, SOFTWARE, THIRD PARTY PRODUCTS, THIRD PARTY INTEGRATED SERVICES, INTEGRATED SERVICES AND EMBEDDED TECHNOLOGY WHETHER PROVIDED BY SurvAI OR A THIRD PARTY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL SurvAI OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, EXEMPLARY, INDIRECT, RELIANCE, LIQUIDATED, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, REVENUE OR SAVINGS, BUSINESS INTERRUPTION, BUSINESS OPPORTUNITIES, LOSS OR CORRUPTION OF BUSINESS INFORMATION OR ANY PERSONAL OR CUSTOMER DATA, LOSS OF GOODWILL, CYBERATTACK, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION, IMPAIRMENT OR FAILURE, REPAIR COSTS, TIME VALUE OR OTHER PECUNIARY LOSS, BODILY HARM, EMOTIONAL DISTRESS OR LOSS OF LIFE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE SurvAI Solutions Software, OR THE INCOMPATIBILITY OF THE SurvAI Solutions Software WITH ANY HARDWARE, SOFTWARE OR USAGE, THIRD PARTY PRODUCTS, THIRD PARTY INTEGRATED SERVICES, INTEGRATED SERVICES AND EMBEDDED TECHNOLOGY REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF SurvAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. TO THE EXTENT PERMITTED BY LAW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

10.2 IN NO EVENT SHALL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, AGENTS, REPRESENTATIVES AND/OR LICENSORS, WHETHER ARISING BY STATUTE, CONTRACT TORT OR OTHERWISE EXCEED THE AMOUNTS PAID OR PAYABLE BY (AND NOT OTHERWISE REFUNDED TO) CUSTOMER TO SurvAI UNDER THIS AGREEMENT FOR THE SERVICES WHICH FORM THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT WHICH GAVE RISE TO SUCH CLAIM.

10.3 Conditions. The exclusions and limits in this “Limitation of Liability” section reflect the parties’ allocation of risk and will apply under any legal theory (including, without limitation, contract or tort), even where a party was aware of the possibility of such damages, the damages were foreseeable, and/or any remedies hereunder fail of their essential purpose. Such exclusions and limits will not apply to the extent they are prohibited by law.

10.4 Limitation of Liability Restrictions. Notwithstanding the foregoing, nothing in this Section 10 shall exclude or limit the liability of either party or its Affiliates for death or bodily injury caused by the negligence of that party or that party’s Affiliates arising out of the performance of Professional Services under this Agreement, for Customer's payment obligations to SurvAI or for any other liability to the extent that liability may not be limited as a matter of applicable law.

10.5 Customer assumes the entire cost of any damages it may incur or suffer of any kind resulting from Customer’s use of any third party products, or SurvAI’s use of Third Party Products, Third Party Integrated Services, Integrated Services and Embedded Technology with the SurvAI Solutions Software.

10.6 Limitations Fair and Reasonable. EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY STATED IN THIS SECTION 10 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES UNDER THIS AGREEMENT, AND THAT IN THE ABSENCE OF THOSE LIMITATIONS OF LIABILITY, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SIGNIFICANTLY DIFFERENT.

11. CONFIDENTIALITY AND SENSITIVE DATA.

11.1 Confidentiality. “Confidential Information” means this Agreement, the SurvAI Solutions Software, SurvAI pricing information, SurvAI technical information, Customer Data and any other information disclosed by one party (“Discloser”) to the other (“Recipient”) related to the provision or use of the SurvAI Solutions Software that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient may use Discloser’s Confidential Information solely to perform Recipient’s obligations or exercise its rights under this Agreement. Recipient will not disclose, or permit to be disclosed, Discloser’s Confidential Information to any third party without Discloser’s prior written consent, except that Recipient may disclose Discloser’s Confidential Information solely to Recipient’s employees and subcontractors who have a need to know and who are bound in writing to keep that information confidential under confidentiality requirements consistent with this Agreement. Recipient agrees to exercise due care in protecting Discloser’s Confidential Information from unauthorized use and disclosure, and at a minimum will use at least the degree of care a reasonable person would use. The foregoing will not apply to any information that: (a) was in the public domain at the time it was communicated to the Recipient by the Discloser; (b) entered the public domain after the time it was communicated to the Recipient by the Discloser through no fault of the Recipient; (c) was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient by the Discloser; (d) was rightfully communicated to the Recipient free of any obligation of confidence after the time it was communicated to the Recipient by the Discloser; (e) was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by the Discloser; or (f) is expressly permitted to be disclosed under the terms of this Agreement.

11.2 Compelled Disclosure. The Recipient shall not be in violation of Section 11.1 for a disclosure that was in response to a valid order by a court or other governmental body, as long as the Recipient provides the Discloser with prior written notice of the disclosure to permit the Discloser to seek confidential treatment of that information.

11.3 Sensitive/Personal Data. Customer agrees that it shall not submit into the SurvAI Solutions Software the following types of information except with SurvAI’s prior written approval: government-issued identification numbers, consumer financial account information, credit reports, personal health information, or information deemed “sensitive” under applicable law (such as racial or ethnic origin, political opinions, or religious or philosophical beliefs).

12. GENERAL.

12.1 Notices. Notices to a party will be sent by first-class mail, overnight courier, or prepaid post to the address for that party as identified on the first page of the Agreement (or as subsequently updated in writing to the other party) and will be deemed given 72 hours after mailing or upon confirmed delivery or confirmed receipt. Customer shall address notices to SurvAI’s CEO, with a copy to SurvAI Inc., at the address in Section 1.3, when Customer has sent a notice to an entity other than SurvAI Inc.

12.2 Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld) except as provided in this Section 12.2. Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms) to its Affiliate or under a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without the other party’s consent, provided the assignee has agreed to be bound by all of the terms of this Agreement and all fees owed to the other party are paid in full. If a party is acquired by, sells substantially all its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then that other party may terminate this Agreement upon written notice.

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12.3 Governing Law. By using SurvAI’s Website or Services, you agree that the laws of the State of New Jersey without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and SurvAI.

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12.4 Disputes/Arbitration.

ANY DISPUTE RELATING IN ANY WAY TO YOUR USE OF SurvAI’S WEBSITE OR SERVICES SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN MORRISTOWN, NEW JERSEY EXCEPT FOR INTELLECTUAL PROPERTY CLAIMS BROUGHT BY EITHER PARTY (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) AND CLAIMS THAT MAY BE BROUGHT IN SMALL-CLAIMS COURT.

CONFIDENTIAL ARBITRATION UNDER THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY UNDER THE COMMERCIAL ARBITRATION RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA'S CONSUMER RULES"), EXCLUDING ANY RULES AND PROCEDURES GOVERNING OR PERMITTING CLASS OR REPRESENTATIVE ACTIONS. THE RULES ARE AVAILABLE AT THE AMERICAN ARBITRATION ASSOCIATION'S WEBSITE.

YOU AND SurvAI AGREE TO EXPRESSLY WAIVE ANY RIGHTS TO FILE CLASS OR REPRESENTATIVE ACTIONS OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS IN ANY JURISDICTION OR FORUM.

THE ARBITRATOR SHALL APPLY NEW JERSEY LAW, AND THE ARBITRATOR'S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE REST OF THIS PROVISION SHALL REMAIN IN EFFECT.

IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE COURT LOCATED IN MORRISTOWN, NEW JERSEY.

12.4 You must comply with all applicable foreign, federal, state, provincial, and local laws, including privacy, data protection and access to information laws, when using the SurvAIService. For example, you are responsible for complying with all telephone recording laws and requirements, including notifying parties that telephone calls are being recorded when required. You are also responsible for, as applicable, complying with the Telephone Consumer Protection Act (TCPA), including ensuring that all voice calls, text messages and any other commercial electronic messages are sent with the recipients’ valid consent and include prescribed information and an effective unsubscribe mechanism, to the extent required. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to:

a. Use the SurvAI Solutions Software for any illegal purpose or in violation of any local, state, provincial, national, or international law;

b. harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;

c. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

d. use the SurvAI Solutions Software in violation of any applicable advertising and marketing laws such as CAN-SPAM, the TCPA, and the FTC’s Telemarketing Sales Rule, including those that relate to (i) permitted calling times; (ii) customers’ consent to be contacted by telephone and/or text messages (including opt in/opt out consent where applicable and do not call lists); (iii) the required content of text messages and requirements for enabling and promptly implementing unsubscribe requests; (iv) any registration requirements relating to do not call lists; and (v) any notices that need to be given to potential customers during telephone calls.

e. import or transfer to the SurvAIService any data that is sensitive financial information (including credit card numbers), health information, medical information, pharmaceutical information, any personal information whatsoever about or regarding children under 13 years of age, or other sensitive or regulated information (for example, Social Security Numbers or Social Insurance Numbers);

You represent, warrant, and agree that: (i) You or your business shall send instructions to anyone who uses the website or services on how to opt out from receiving messages (STOP instructions), as well as how they can get help information (HELP instructions).\; and (ii) Your business is required to have a privacy policy conspicuously disclosed on your business’ website containing a Text/SMS policy.

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12.5 Restrictions. You must comply with all applicable foreign, federal, state, provincial, and local laws, including privacy, data protection and access to information laws, when using the SurvAI Solutions Software. For example, you are responsible for complying with all telephone recording laws and requirements, including notifying parties that telephone calls are being recorded when required. You are also responsible for, as applicable, complying with the Telephone Consumer Protection Act (TCPA), including ensuring that all voice calls, text messages and any other commercial electronic messages are sent with the recipients’ valid consent and include prescribed information and an effective unsubscribe mechanism, to the extent required. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to:

a. Use the SurvAI Solutions Software for any illegal purpose or in violation of any local, state, provincial, national, or international law;

b. harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;

c. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

e. import or transfer to the SurvAI Solutions Software any data that is sensitive financial information (including credit card numbers), health information, medical information, pharmaceutical information, any personal information whatsoever about or regarding children under 13 years of age, or other sensitive or regulated information (for example, Social Security Numbers or Social Insurance Numbers);

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12.6 Customer’s Obligations and Responsibilities With Regard to Customer and/or Third Parties Uploading Their Personal Information or Data To The Services. In the event that Customer or its Customers (“third parties”) upload personal information or data to the Services including financial information that can identify someone (a third party) individually (“third party data”), Customer understands and agrees that as part of its obligations under this Agreement to continue to access the Services it will undertake certain obligations and duties with regard to third parties as follows:

(i) Customer shall obtain written consent from third parties permitting: (a) Customer to upload and submit third party data or personal information including financial information up into the Services; (b) SurvAI to maintain and process all third party data or personal information of any kind that Customer obtains from third parties; and (c) SurvAI to use the Third Party Data and personal information to train Artificial Intelligence (AI) Models.

(ii) Customer shall not market, sell, share or license the Customer data, third party data or personal information to any third parties and shall only use the Customer data and third party data and third party personal information in its use of the Services. Customer shall be permitted to use the Customer data, third party data and personal information in the operations of its business but not in furtherance of Customer’s marketing and sales efforts; (iii) Customer shall maintain administrative, physical and technical safeguards designed for the protection, confidentiality and integrity of Customer data and third party data and personal information; (iv) Customer shall maintain Terms of Use and Privacy Policy Agreements on its public facing websites which must include language that Customer shall protect third party data and personal information and that Customer shall not market, share, sell or license any Customer data and third party data and personal information to any third parties not a party to this Agreement.

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Each party irrevocably submits to the personal jurisdiction and venue of, and agrees to service of process issued or authorized by, any court in the Applicable Jurisdiction in any action or proceeding. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement.

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12.7 USE WITH YOUR MOBILE DEVICE

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Use of the SurvAI Solutions Software may be available through a Mobile App (the “User App”) through a compatible mobile device (“Device”), Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. When using the SurvAI Solutions Software, you are responsible for ensuring that your use of the SurvAI Solutions Software is in compliance with all applicable laws in the states you reside or do business in.

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SurvAI MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

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A. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;

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B. ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

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C. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

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2.4 When using Your Devices hereunder: (i) you are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan; and (ii)

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SurvAI shall make available the User App for installation on Your Device.

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SurvAI SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.

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12.8 Downloading User App. You may access the User App which can be downloaded from an applications store or applications distribution platform, such as the Apple User App Store or Google Play, (the “Mobile App Provider”). You acknowledge and agree that: (i) these Terms & Conditions are entered into between us, and not with the Mobile App Provider, and that we are solely responsible for the User App (not the Mobile App Provider); (ii) the Mobile App Provider has no obligation to furnish any maintenance and support services with respect to the User App; (iii) the Mobile App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the User App or your possession and use of the User App, including, but not limited to: (a) product liability claims; (b) any claim that the User App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; (iv) in the event of any third party claim that the User App or your possession and use of that User App infringes that third party’s intellectual property rights, we will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms & Conditions; (v) the Mobile App Provider and its subsidiaries are third party beneficiaries of these Terms & Conditions as it relates to your license of the User App, and that, upon your acceptance of these Terms & Conditions, the Mobile App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms & Conditions as related to your license of the User App against you as a third party beneficiary thereof; and (vi) you must also comply with all applicable third party terms of service when using the Services.

12.9 Export Laws. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the SurvAI Solutions Software. Without limiting the generality of the foregoing, Customer represents that it is not named on any U.S. government denied-party list, and shall not make the SurvAI Solutions Software available to any user or entity that is located in a country that is subject to a U.S. government embargo, or is listed on any U.S. government list of prohibited or restricted parties.

12.10 Remedies. Unless stated otherwise in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. Where Customer controls any Affiliate, SurvAI is entitled to remedies from Customer for the obligations and liabilities of Affiliates who place orders under this Agreement.

12.11 Independent Contractors. The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between Customer and SurvAI as a result of this Agreement or use of the SurvAI Solutions Software or Professional Services.

12.12 U.S. Government End Users. If Customer is a branch agency or instrumentality of the United States Government, the following provision applies. If Customer is the U.S. Federal Government, SurvAI provides the SurvAI Solutions Software, including related software and technology, under the following: Government technical data and software rights related to the SurvAI Solutions Software include only those rights customarily provided to the public as defined in this Agreement. This customary access right and license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with SurvAI to determine if there are acceptable terms for transferring those rights, and a mutually acceptable written addendum specifically conveying those rights, must be included in any applicable contract or agreement.

12.13 Waiver; Modification. The failure of a party to enforce any right or provision in this Agreement will not constitute a waiver of that right or provision unless the waiver is in writing signed by the waiving party. No modification hereof will be effective unless in writing and signed by both parties.

12.14 Severability. If any provision of this Agreement is unenforceable, that provision will be changed and interpreted to accomplish the objectives of that provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, Section 10 (“Limitation of Liability”) will remain in effect notwithstanding the unenforceability of any provision in Section 8 (“Representations and Warranties”).

12.15 Entire Agreement; Execution. This Agreement (including the Exhibits hereto) constitutes the entire understanding and agreement between the parties with respect to the subject matter addressed herein and supersedes any and all prior or contemporaneous oral or written communications with respect to such subject matter. In the event of a conflict between the foregoing terms and conditions and any Exhibits to this Agreement, the foregoing terms and conditions will control. The parties agree that in the event Customer utilizes a purchase order, any term therein which purports to modify or supplement the terms of this Agreement will be void with no force or effect. No modification, termination or waiver of any provisions of this Agreement shall be binding upon a Party unless in writing signed by an authorized officer of the relevant Party(ies). A party does not waive its rights under this agreement by granting an extension or forbearance to another party. This Agreement will be construed as if drafted by both parties and will not be strictly construed against either party. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of that section. Reference to words like (a) “includes” and “including” is inclusive and means “includes (or including), but not limited to”; and (b) “arising” (or which “arise” or “arises”) “out of this Agreement” means matters which occur under this Agreement or relate to the provision or use of SurvAI Solutions Software that directly flow from a party’s performance of or failure to perform its obligations under this Agreement. Any preprinted terms on any Customer ordering documents or terms referenced or linked in those terms will have no effect on the terms of this Agreement and are hereby rejected, including where the Customer ordering document is signed by SurvAI. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The parties hereby consent to the use of electronic signatures for execution of this Agreement, and further agree that electronic signatures to this Agreement are legally binding with the same force and effect as manually executed signatures.

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12.16 Force Majeure. Neither party will be liable to the other for a failure or delay in its performance of any of its obligations under this Agreement (except for the payment of amounts due hereunder) to the extent that such failure or delay is caused by circumstances beyond its reasonable control or by events such as fire, riot, flood, labor disputes, natural disaster, regulatory action, internet or telecommunications failures, terrorist acts, or other causes beyond such party's reasonable control, provided that the non-performing party gives notice of such condition and continues or resumes its performance of such affected obligation to the maximum extent and as soon as reasonably possible.

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12.17 No Third Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.

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12.18 Assignment. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors, and assigns of the Parties.

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