Platform and Service Terms

These Platform and Service Terms (these “Terms”), together with one or more applicable order forms (“Order Form(s)”) between the Customer set forth on the applicable Order Form(s) (“Customer”) and Human AI Labs, Inc. (“Personal AI”) incorporating these Terms and any Exhibits and attachments attached thereto (collectively, this “Agreement”) govern Customer’s access to and use of the Platform and Service (as defined below) and take effect upon Customer’s execution of one or more applicable Order Forms. BY EXECUTING AN APPLICABLE ORDER FORM, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM OR SERVICES.

1. Access and Use.
   
   1. Access. Subject to and conditioned on Customer’s compliance with this Agreement, Personal AI hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 11) right during the Subscription Term for Customer and its employees, consultants, contractors, end users and agents who are authorized by Customer under the rights granted hereunder and for whom access has been purchased pursuant to an Order Form (collectively, “Authorized Users”) to access and use the software-as-a-service offering described on the Order Form (the “Platform”) solely for internal purposes in connection with Customer’s authorized use of the Platform.  
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   2. Restrictions. Customer shall not use or make the Platform or other Personal AI IP available for any purposes beyond the scope of the access granted in this Agreement and the applicable Order Form. Without limiting the generality of the foregoing, except as expressly agreed upon by Personal AI and Customer in this Agreement or the applicable Order Form, Customer shall not, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of Platform or other Personal AI IP, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of Platform or other Personal AI IP, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Platform or other Personal AI IP to any other person or entity, or otherwise allow any person or entity to use the Platform or other Personal AI IP for any purpose other than for the benefit of Customer in accordance with this Agreement; (iv) remove proprietary notices from Platform or other Personal AI IP; (v) use the Platform or other Personal AI IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right of any person, or that violates any applicable laws or regulations; (vi) access or search the Platform (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Platform features provided by Personal AI for use expressly for such purposes; (vii) use the Platform or other Personal AI IP in a manner that violates the Acceptable Use Policy available at www.personal.ai/acceptable-use, which forms part of this Agreement; or (viii) use the Output, Platform, Services, Documentation or any other Personal AI or Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Platform or other Personal AI IP. If Customer desires to commercialize Personas, it must execute Personal AI’s standard reseller agreement.
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   3. Disclosures. Customer represents and warrants that at all times during the Subscription Term it will provide its end users of the Platform with sufficient notice of (i) their interaction with an AI system rather than a human (for instance, by referencing to an “AI powered virtual agent”) in the end user chat interface; and (ii) the recording of end user interactions as contemplated by the Agreement, which shall include incorporation of a Consumer Recording Notice (as defined below) in the end user chat interface. For the purpose of this paragraph, “Consumer Recording Notice” means an adequate legal notice to end users of the recording of their interactions with the Platform with appropriate links to Customer’s privacy policy and/or end user terms relating to such recording, which is no less protective than “We and our service provider may record your chat with us. By using this chat, you agree to our Terms of Service (insert link to Customer’s Terms of Service) and Privacy Policy (insert link to Customer’s Privacy Policy).”
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   4. Suspension. Notwithstanding anything to the contrary in this Agreement, Personal AI may temporarily suspend Customer’s and any Authorized User’s access to any portion of the Personal AI IP for a suspected or actual breach of this Agreement (a “Suspension”). Personal AI shall use commercially reasonable efforts to provide written notice of any Suspension to Customer and to provide updates regarding resumption of access to the Platform following any Suspension. Personal AI shall use commercially reasonable efforts to keep the Platform up and running at all times. However, the Platform may occasionally be unavailable for maintenance. In such cases, Personal AI will make commercially reasonable efforts to bring the Platform down for maintenance during non-business hours. Personal AI will have no liability for any damage, liabilities, losses (including loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Suspension or other downtime of the Platform. Personal AI reserves the right, in its sole discretion, to remove or disable access to Customer Content on the Platform. If Personal AI becomes aware of any Customer Content that allegedly violates this Agreement, Personal AI may investigate the allegation and determine in its sole discretion whether to act, but has no liability or responsibility to an Authorized User to do so. Customer agrees to cooperate with Personal AI in good faith in any such investigation upon Personal AI’s request. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS AND ITS AUTHORIZED USERS’ INTERACTIONS AND SHARING OF INFORMATION WITH OTHER USERS. PERSONAL AI RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR DISPUTES BETWEEN CUSTOMER AND OTHER USERS WITHIN THE PLATFORM.
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   5. Deliverable(s). Subject to and conditioned on Customer’s compliance with this Agreement, Personal AI hereby grants Customer an exclusive, non-transferable, and non-sublicensable license during the Subscription Term solely to reproduce, use, publicly display, and publicly perform any unique and final AI model(s) developed for Customer and delivered by Personal AI to Customer in object code format that is expressly set forth in the applicable Order Form(s) as a deliverable (“Deliverable(s)”) outside of the Platform in object code form only (except for any software components subject to any open source license agreement (“Open Source Components”), which may be copied in source code form to the extent permitted by the open source license agreements governing such Open Source Components). As between the parties hereto, Customer shall be solely responsible for configuring, assembling, and displaying the Deliverable(s). Any use of Open Source Components by Customer in connection with the Deliverable(s) is subject to and governed solely by the terms and conditions of the applicable open source license.
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   6. Output. “Output” means output (including responses and content) provided to Customer or any Authorized User that is produced by the Platform or Deliverable(s). Subject to Customer’s and its Authorized Users’ compliance with this Agreement, as between Customer and Personal AI, to the extent permitted by applicable law and subject to Section 5, Customer retains the rights in and to the Output generated in response to its Authorizes Users’ Input. Customer may use the Output for any purpose permitted by applicable laws or regulations. “Input” means (i) an Authorized User’s interaction, request or input; or (ii) Customer Content uploaded or submitted to influence the Output or the Platform. 
2. Customer Responsibilities. Customer is responsible and liable for all uses of Personal AI IP resulting from access thereto as provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Platform and Services, and shall cause Authorized Users to comply with such provisions. Customer will implement and maintain reasonable and appropriate measures designed to help secure its access to and use of the Platform. If Customer discovers any vulnerabilities or breaches related to its use of the Platform, Customer must immediately contact Personal AI and provide details of the vulnerability or breach. As between Personal AI and Customer, Customer shall be solely responsible for compliance with any notification obligations that may be required with respect to Customer Content under applicable laws or regulations. Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, models, technology and content (collectively, “Third-Party Products”) through the Services. Personal AI does not provide any aspect of the Third-Party Products and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Products caused in whole or in part by the Third-Party Products or any update or upgrade thereto. If the Third-Party Products are not incorporated and embedded into the Platform, Customer is solely responsible for maintaining them and obtaining any associated licenses and consents necessary for Customer to use them in connection with the Services.
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3. Fees. Customer shall pay Personal AI the fees (“Fees”) in US dollars on or before the due date set forth in the applicable Order Form (and if no due date is set forth therein, no later than thirty (30) days after the receipt of each invoice) without offset or deduction. All payments are non-refundable. Customer hereby authorizes Personal AI (or its payment processor, as applicable) to charge Customer’s method of payment for Fees. All amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Personal AI’s income. If Customer fails to make any payment when due, Personal AI may suspend the Platform and Services until all payments are made in full. Customer will reimburse Personal AI for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
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4. Confidential Information. From time to time during the Subscription Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, in each case, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure (“Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall safeguard the disclosing party’s Confidential Information using the same degree of care (but not less than reasonable care) that it uses to protects its own Confidential information and not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party employees or vendors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth herein. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable laws or regulations, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the effective date set forth on the Order Form (“Effective Date”) and will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret under applicable laws or regulations, such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable laws or regulations.
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5. Intellectual Property.
   
   1. Personal AI. “Personal AI IP” means the (i) Platform, the Services, Deliverable(s), including the underlying software, algorithms, interfaces, technology, data, tools, know-how, processes and methods (A) used to provide or deliver the Platform or any Services and Documentation; or (B) resulting from provision of the Services, including, for example, any agent code;  (ii) De-Identified Data, (iii) all improvements, modifications or enhancements to, or derivative works of, the foregoing, regardless of inventorship or authorship, excluding, for clarity, Customer Content and Output; and (iv) all intellectual property rights in and to any of the foregoing. “Documentation” means the operator, user, and technical manuals and documentation made available in connection with the Platform. Customer acknowledges that, as between Customer and Personal AI, Personal AI owns all right, title, and interest, including all intellectual property rights, in and to the Personal AI IP. Personal AI reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Personal AI IP. All intellectual property rights created in any Personal AI IP will vest solely in Personal AI upon creation, and to the extent that sole ownership does not originally vest in Personal AI, such intellectual property rights are hereby automatically and irrevocably assigned by Customer to Personal AI. Customer will take all actions and execute all documents reasonably requested by Personal AI to give effect to the preceding sentence.
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   2. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Personal AI by mail, email, telephone, or otherwise, suggesting or recommending changes to the Personal AI IP (“Feedback”), Personal AI is free to use and exploit such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. 
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   3. De-Identified Data. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Personal AI may monitor Customer’s use of the Platform, collect and compile data and information related to Customer’s or its Authorized Users’ use of the Platform that is used by Personal AI in an aggregate, de-identified, and/or anonymized manner such that it does not reasonably identify an individual or Customer, and for which Personal AI has implemented technical safeguards and business processes to prohibit reidentification of such data (“De-Identified Data”). Further, Personal AI may process Account Data in accordance with its privacy notice available at: www.personal.ai/privacy-notice. “Account Data” means information about Customer or its Authorized Users that Customer or its Authorized Users provide to Personal AI in connection with the creation or administration of a Personal AI account. For example, Account Data includes names, email addresses, phone numbers, and billing information associated with a Personal AI account, but does not include Customer Content.   
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   4. Customer Content. “Customer Content” means, other than De-Identified Data and Account Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any Authorized User through the Platform. Personal AI acknowledges that, as between Customer and Personal AI, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Content. Customer hereby grants to Personal AI a nonexclusive, irrevocable (during the Subscription Term) royalty-free, worldwide, sublicensable (through multiple tiers) license to reproduce, distribute, and otherwise use and display the Customer Content and perform all acts with respect to the Customer Content as may be necessary for Personal AI to provide, make available, operate, improve and train the Platform and Services to or on behalf of Customer. To the maximum extent permitted by applicable laws or regulations, Customer hereby waives all rights Customer may have against Personal AI’s use of Customer Content or Output in connection with this Agreement and the production, creation, advertising, promotion or exploitation thereof under §1542 of the California Civil Code, and every like provision in any other domestic and foreign jurisdiction, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
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   5. Persona. Authorized Users may enhance their respective instances of the Platform via a structured timeline of memory blocks created by ingesting such Authorized User’s Customer Content (the “Memory Stack”). In its raw form, such Customer Content will exclusively benefit the applicable Authorized User’s instance of the Platform. Additionally, Authorized Users may configure the Platform based on specific settings that Personal AI makes available. For each Authorized User, the combination of its Memory Stack and its configuration settings will form its “Persona”. Personal AI does not and will not use or share such Personas with any other customer, without Customer’s prior written consent.
6. Representations and Warranties.
   
   1. Customer. Customer represents, warrants and covenants to Personal AI that (i) it owns or has and will have the necessary rights and consents in and relating to the Customer Content so that, as received and used by Personal AI in accordance with this Agreement, they do not and will not violate any applicable laws, infringe, misappropriate, or otherwise violate any intellectual property or other rights of any third party, violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third-party. 
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   2. Personal AI – IP. Personal AI represents, warrants and covenants to Customer that it shall (a) not train any AI model using Customer Content in raw form except for the Deliverable(s) as expressly agreed with Customer or otherwise for Customer’s exclusive benefit; (b) shut down or delete any Deliverable created under this Agreement promptly upon Customer’s request; and (c) not access the memory of any Deliverable unless requested to do so by Customer or in order to comply with the order of a court or other governmental body or as otherwise necessary to comply with applicable laws or regulations or to determine compliance with the terms and conditions of this Agreement.
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   3. Personal AI – Services. Personal AI warrants that any professional services specific to Personal AI and its affiliates provided to Customer pursuant to the applicable Order Form(s) (the “Services”) will be performed in a good and workmanlike manner consistent with applicable industry standards. As Customer’s sole and exclusive remedy and Personal AI’s entire liability for any breach of the foregoing warranty, Personal AI will promptly re-perform any Services that fail to meet this limited warranty.  
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   4. Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 6.2 AND 6.3, THE PERSONAL AI IP IS PROVIDED “AS IS” AND PERSONAL AI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PERSONAL AI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 6.2 AND 6.3, PERSONAL AI MAKES NO WARRANTY OF ANY KIND THAT THE PERSONAL AI IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. PERSONAL AI STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS. DUE TO THE NATURE OF MACHINE LEARNING, OUTPUT MAY NOT BE UNIQUE ACROSS USERS OF THE PLATFORM OR DELIVERABLE AND THE PLATFORM OR DELIVERABLE MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS. USE OF THE PLATFORM OR DELIVERABLE MAY RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REALITY. CUSTOMER MUST EVALUATE THE CONTENT, NATURE, TONE AND ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER’S USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT. CUSTOMER UNDERSTANDS AND AGREES THAT THE OUTPUT MAY CONTAIN “HALLUCINATIONS” AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO CUSTOMER’S OR ANY AUTHORIZED USER’S PURPOSE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND CUSTOMER’S COMPLIANCE WITH THIS AGREEMENT. NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, CUSTOMER (ON BEHALF OF ITSELF AND EACH AUTHORIZED USER) AGREES THAT PERSONAL AI SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES CUSTOMER OR ANY THIRD PARTY ALLEGED TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT OR OTHER CONTENT GENERATED BY OR ACCESSED ON OR THROUGH THE PLATFORM OR DELIVERABLE (OR IN EACH CASE, THEIR USE). PERSONAL AI DOES NOT GUARANTEE THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT PERSONAL AI’S SECURITY MEASURES OR USE CUSTOMER CONTENT FOR UNAUTHORIZED PURPOSES. CUSTOMER ACKNOWLEDGES THAT IT PROVIDES CUSTOMER CONTENT AT ITS OWN RISK AND THAT PERSONAL AI TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR CUSTOMER CONTENT.
7. Indemnification.
   
   1. By Personal AI. Personal AI shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Platform infringes or misappropriates such third party’s intellectual property rights, provided that Customer promptly notifies Personal AI in writing of such Third-Party Claim, cooperates with Personal AI, and allows Personal AI sole authority to control the defense and settlement of such Third-Party Claim. If a Third-Party Claim is made or appears possible, Customer agrees to permit Personal AI, at Personal AI’s sole discretion, to modify or replace the Platform, or component or part thereof, to make it non-infringing, or obtain the right for Customer to continue use. If Personal AI determines that neither alternative is reasonably available, Personal AI may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer and refund to Customer any unused, prepaid fees paid by Customer for the remainder of the then-current Subscription Term. This Section 7.1 will not apply if the alleged infringement arises from: (a) use of the Platform in combination with data, software, hardware, equipment, or technology not provided or authorized in writing by Personal AI; (b) modifications to the Platform not made by Personal AI; (c) Customer Content; or (d) Third-Party Products. THIS SECTION 7.1 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PERSONAL AI’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PERSONAL AI IP INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
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   2. By Customer. Customer shall indemnify, hold harmless, and, at Personal AI’s option, defend Personal AI from and against any Losses resulting from (i) any Third-Party Claim that the Customer Content, or any use thereof in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights or rights of publicity or privacy, or results in the violation of any applicable law or regulation or (ii) any Third-Party Claims based on Customer’s or any Authorized User’s (A) negligence or willful misconduct; or (B) use of the Personal AI IP in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against Personal AI unless Personal AI consents to such settlement, and further provided that Personal AI will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
8. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL A PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL CUMULATIVE AGGREGATE LIABILITY TO THE OTHER: (I) IN CONNECTION WITH PERSONAL AI’S BREACH OF THE PRIVACY NOTICE THAT RESULTS IN A SECURITY INCIDENT EXCEED TWO TIMES THE FEES PAID BY CUSTOMER TO PERSONAL AI IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY (THE “ENHANCED CAP”); AND (II) ARISING FROM ALL OTHER CLAIMS OF ACTION UNDER THIS AGREEMENT OF ANY KIND, EXCEED THE FEES PAID BY CUSTOMER TO PERSONAL AI IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY (THE “GENERAL CAP”). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT AND THE CAPS ARE NOT CUMULATIVE AND IF A PARTY RECOVERS AMOUNTS PURSUANT TO ONE OR MORE CLAIMS SUBJECT TO THE “GENERAL CAP” AND/OR THE “ENHANCED CAP”, THOSE AMOUNTS SHALL BE DEDUCTED FROM EACH CAP.
   
   THE FOREGOING EXCLUSIONS AND LIMITS IN THIS SECTION DO NOT APPLY TO LIABILITY OR OBLIGATIONS ARISING UNDER SECTIONS 1.2 AND 1.3 (USE RESTRICTIONS AND DISCLOSURES), CUSTOMER’S PAYMENT OBLIGATIONS, OR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS. 

9. Term and Termination.
   
   1. Term. The initial term of this Agreement shall begin on the Effective Date specified in the Order Form and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for the period specified in the applicable Order Form (the “Initial Subscription Term”). Following the Initial Subscription Term, this Agreement will automatically renew for additional periods of one (1) year (each, a “Renewal Subscription Term,” and together with the Initial Subscription Term, the “Subscription Term”), unless either party provides the other with at least thirty (30) days’ written notice of its intent not to renew this Agreement prior to the end of the then-current Initial Subscription Term or Renewal Subscription Term, as applicable.
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   2. Termination. Personal AI may terminate this Agreement effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Personal AI’s delivery of written notice thereof; or (ii) breaches any of its obligations under Sections 1.2 or 4. Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach is incapable of cure or being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice thereof.
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   3. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Personal AI IP and, without limiting Customer’s obligations under Section 4, Customer shall delete, destroy, or return all copies of the Personal AI IP and certify such deletion or destruction in writing to Personal AI. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. In the event of a termination of expiration hereunder (except a termination by Personal AI for Customer’s uncured breach), Customer will have reasonable access to, and the ability to reasonably export, its Customer Content for a period of thirty (30) days following such termination or expiration, after which Personal AI has no obligation to retain such Customer Content.
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   4. Survival. This Section 9.4 and Sections 1.2, 3, 4, 5.1 – 5.4, 6.4, 7, 8, 9.3, and 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive its expiration or earlier termination.
10. Additional Terms for SMS Services. Customer may be able to use the Platform to send text messages (including via an automated system) (the “SMS Services”). Customer shall not use the SMS Services for marketing, advertising, or sales purposes including, without limitation, to send marketing or advertising texts. Customer acknowledges that Customer controls the sending of text messages through the Platform and that Personal AI is only limited to facilitating text messages at Customer’s direction. Customer represents and warrants that it will comply with all applicable laws in connection with its use of the SMS Services. Message and data rates may apply. Carriers are not liable for any delays or undelivered messages.
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11. Miscellaneous. This Agreement (together with the Order Form) constitutes the entire agreement and understanding between Personal AI and Customer with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to Personal AI must be sent to the notice address set forth in the applicable Order Form and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by Personal AI. Notwithstanding the foregoing, Customer hereby consents to receiving electronic communications from Personal AI, and agrees that any communications that Personal AI sends electronically will satisfy any legal communication requirements. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by Personal AI with respect to a breach of this Agreement by Customer or others does not constitute a waiver and will not limit Personal AI’s rights with respect to such breach or any subsequent breaches. Customer affirms that it is not named on, owned by, or acting on behalf of any U.S. government denied-party list, and it agrees to comply fully with all relevant export control and sanctions laws and regulations of the United States (“Export Laws”) to ensure that neither the Services, software, any Customer Content, nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications. Customer will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval. Personal AI may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that Personal AI remains responsible for the performance of each such Subcontractor. Neither party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control. This Agreement is personal to Customer and may not be assigned or transferred for any reason by Customer whatsoever without Personal AI’s prior written consent and any action or conduct in violation of the foregoing will be void and without effect. Personal AI expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the parties and their respective successors and permitted assigns. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Southern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein. The words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, will refer to this Agreement as a whole and not to any particular provision of this Agreement. Terms defined in the singular will have correlative meanings when used in the plural, and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation,” unless preceded by the word “not.” Customer acknowledges and agrees that Personal AI has the right, in its sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. Customer will be notified of modifications through notifications or posts on Personal AI’s website or direct email communication. Customer is responsible for reviewing and becoming familiar with any such modifications. Customer’s continued use of the Platform after the effective date of the modifications will be deemed acceptance of the modified terms. All other amendments or modifications must be made only by a written document executed by duly authorized representatives of the parties. To the extent that any term of an Order Form conflicts with any of the terms of this Agreement, and the Order Form explicitly states that it intends to modify the conflicting terms, then the Order Form supersedes this Agreement with respect to such conflicting terms. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent. Except as expressly set forth in this Agreement, the exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.