Terms of Service

Last Updated: 4/7/2025

This Terms of Service Agreement (“Agreement”) governs the access to and use of LaderaAI’s services, including our website, software, online hosted software platform that includes artificial intelligence (“AI”) application features and an AI analytics engine (the “Platform”), the LaderaAI Materials (as defined below), and analytics tools (collectively, the “Services”). This Agreement forms a binding legal agreement between Customer and LaderaAI, Inc. (“LaderaAI,” “we,” “us,” or “our”). As used in this Agreement, the term “Customer” means the individual, organization, and/or or entity specified on the applicable Order Form submitted by, or on behalf of, such individual, organization, and/or entity for the purchase of a subscription license to access the Services.

IMPORTANT – PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS THAT GOVERN THE USE OF THE SERVICES. BY ACCESSING OR USING THE SERVICES, CLICKING “I ACCEPT”, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU (1) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; (2) REPRESENT THAT YOU ARE ELIGIBLE TO ENTER INTO THIS AGREEMENT PURSUANT TO THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW IN SECTION 2; (3) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW), ON BEHALF OF THE CUSTOMER; AND (4) AGREE THAT CUSTOMER IS ENTERING INTO THIS AGREEMENT WITH LADERAAI.

IF YOU AND/OR THE CUSTOMER DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, OR YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT, OR CUSTOMER DOES NOT MEET THE ELIGIBILITY REQUIREMENTS, DO NOT PURCHASE A SUBSCRIPTION OR OTHERWISE ACCESS OR USE THE SERVICES, OR ANY PART THEREOF.

1. DEFINITIONS

“Authorized Users” means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under Customer’s account and for whom Customer has paid the required fees.

“Customer Data” means all data, content, and information submitted, uploaded, transmitted, and/or imported by Customer or Customer’s Authorized Users through the Platform or otherwise provided or made available by Customer and/or its Authorized Users to LaderaAI in connection

with the use of the Services, including without limitation access to the Customer’s data from third party sources. Customer Data does not include LaderaAI Materials.

“Documentation” means our user guides, documentation, and other materials describing the features, functionality, and use of the Services provided and/or made available at https://laderaai.helpscoutdocs.com/ .

“LaderaAI Materials” means any text, data, analysis, templates, and/or materials provided or made available by Ladera in connection with Customer’s and/or its Authorized Users’ access and use of the Platform, but excluding any Customer Data.

“Order Form” means the ordering document specifying the Services to be provided.

“Service Level Agreement” or “SLA” means our service level commitment to Customer, as described in Section 6.

“Usage Data” means LaderaAI’s technical logs, metrics, and analytics regarding the performance, use, and operation of the Services.

2. ELIGIBILITY

Customer must be at least 18 years of age or the age of majority in Customer’s jurisdiction. Customer affirms and represents and warrants that Customer is 18 years old or the age of majority in Customer’s jurisdiction and is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. The Services are not intended for use by individuals under the age of 18, or the equivalent age of majority in the relevant jurisdiction. Customer must ensure, and represents and warrants, that each Authorized User is at least 18 years of age, or the equivalent age of majority in the relevant jurisdiction. Any use of or access to the Services (or any part thereof) by Customer and/or any Authorized User that does not meet the eligibility requirements set forth in this Section is strictly prohibited and is a material violation of this Agreement.

3. ACCESS AND USE RIGHTS

3.1 Service Access

Subject to this Agreement and payment of applicable fees, we grant Customer a non-exclusive, non-transferable, limited right to access and use, and to permit its Authorized Users to access and use, the Services in accordance with the subscription plan purchased by Customer from LaderaAI (the “Subscription Plan”) during the applicable subscription period for the Subscription Plan (the “Subscription Term”) or Trial Period (as defined in and subject to Section 3.2 below), solely for Customer’s internal business purposes and in accordance with the terms of this Agreement and the Documentation, and subject to the permitted user seats and other applicable usage limits of the Subscription Plan and any other restrictions specified in the Documentation, applicable Order Form, or in writing by LaderaAI regarding the scope of use of the Services by Customer and/or its Authorized Users (collectively, the “Usage Parameters”).

3.2 Trial Version

Notwithstanding Section 3.1, if Customer has obtained the Services on a trial basis (the “Trial Version”), Customer understands and agrees the access and use right set forth in Section 3.1 is granted to Customer by LaderaAI for a period specified in the Order Form, unless LaderaAI has otherwise expressly authorized and agreed to in writing an extended trial period (the “Trial Period”) solely for Customer’s own internal evaluation purposes, and subject to any and all technical limitations implemented by LaderaAI in the Trial Version. Customer acknowledges and agrees that unless Customer provides written notice of its intent to cancel prior to the expiration of the Trial Period, the Subscription will automatically commence and Customer agrees to pay the applicable fees for the Subscription Plan immediately following the expiration of the Trial Period in accordance with this Agreement. CUSTOMER ACKNOWLEDGES AND AGREES THE TRIAL VERSION IS PROVIDED “AS-IS’ AND WITHOUT ANY WARRANTY WHATSOEVER OR ANY SUPPORT OR OTHER SERVICES (INCLUDING ANY UPDATES OR UPGRADES).

3.3 Usage Restrictions

Customer shall not, and shall not permit any third party to: (a) sell, resell, license, sublicense, distribute, transfer, assign, or otherwise make the Services, or any part thereof, available to any third party; (b) modify, adapt, hack, or otherwise attempt to gain unauthorized access to the Services or any related systems or networks; (c) decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the Services or any part thereof, (including any underlying technology or software) ; (d) use the Services to store or transmit infringing, libelous, unlawful, or tortious material; (e) use the Services to store or transmit material containing viruses, worms, or other harmful computer code or upload any material and/or content that is false, inaccurate, illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, infringing, libelous, tortious, or otherwise objectionable in LaderaAI’s reasonable opinion, or to store, transmit or upload any material or content in violation of third-party privacy rights; (f) interfere with or disrupt the integrity or performance of the Services; (g) alter, tamper with, repair, or otherwise create derivative works of the Services or any part thereof; (h) attempt to disable or circumvent any security mechanisms used by the Services (including, without limitation, any time-control disabling functionality or other mechanisms in the Trial Version); (i) frame or utilize framing techniques to enclose the Services or any portion thereof; (j) use any meta tags, “hidden text”, robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the Services or any part thereof, including, without limitation any content, or any personal information of others without our prior written permission or authorization; (k) use the Services to hack, spam, or phish LaderaAI or any third party (including, without limitation our other users); (l) impersonate any person or entity, use a fictitious name, or falsely state or otherwise misrepresent Customer’s affiliation with any person or entity, including without limitation, Customer or LaderaAI; (m) remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of LaderaAI or its suppliers on or within the Services; or (n) access or use the Services or LaderaAI Materials for purposes of building a competitive product and/or service, or otherwise engage in competitive benchmarking. The Services may have storage and other limitations.

3.4 Open Source Components

The Services may contain third party open source software components (“Open Source Components”). Such Open Source Components are not licensed under this Agreement, but are instead licensed under the terms of the applicable open source license. Customer’s use of each Open Source Component is subject to the terms of each applicable license which are available to Customer on request from LaderaAI. Notwithstanding any provision herein to the contrary, Customer is solely responsible for its compliance with such licenses. As used in this Agreement, the term “Services” does not include Open Source Components.

3.5 AI Features

The Platform utilizes and/or integrates certain generative artificial intelligence (AI), large language models (LLMs), and other machine learning (ML) functionality (“AI Features”) which may be developed and owned by LaderaAI or third parties. Certain AI Features provided by third parties may be subject to additional terms, conditions, or policies (collectively, “AI Policies”). Customer agrees to and shall ensure its Authorized Users use the AI Features in accordance with the authorized use of the Platform as set forth in this Agreement and any applicable AI Policies. LaderaAI’s current list of third party AI Features and any applicable AI Policies are available at Subprocessors and AI Usage. Except as otherwise set forth herein, Customer Data processed using the AI Features will not be used by LaderaAI or third parties for any reason other than as necessary to provide Customer the AI Features as part of the Platform, as required by law or as necessary to enforce any AI Policies. Customer further acknowledges, understands, and agrees that: (a) artificial intelligence and machine learning are rapidly evolving fields of study and applications, (b) given the probabilistic nature of machine learning, use of the AI Features may in some situations result in incorrect output that does not accurately reflect real people, places, or facts, or conform to Customer’s specifications, prompts or requirements, and (c) Customer is responsible for evaluating the accuracy of any output generated by or on behalf of Customer and its Authorized Users’ through the AI Features (“Output”) as appropriate for Customer’s use case, including by using manual human review of the Output. Without limitation to Section 3.3, Customer agrees that it will not, and it will not permit any of its Authorized Users or other person to: (i) use the AI Features or any Output to develop, train, or improve any AI, LLMs, or ML models; (ii) represent any Output as being approved or vetted by LaderaAI, its AI Providers, or their respective affiliates, personnel, service providers, agents, or representatives; or (iii) represent any Output as being an original work or a wholly human-generated work. ALL OUTPUT IS GENERATED THROUGH MACHINE LEARNING PROCESSES AND IS NOT TESTED, VERIFIED, ENDORSED OR GUARANTEED TO BE ACCURATE, COMPLETE OR CURRENT BY LADERAAI. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THAT ALL OUTPUT IS ACCURATE AND APPROPRIATE FOR ANY AND ALL OF CUSTOMER’S AND ITS AUTHORIZED USERS’ USE CASES OR APPLICATIONS.

3.6 Third Party Services

The Platform may offer integrations that enable Customer the ability to connect with or use, or we may otherwise distribute or make available to Customer, certain third party products, applications, services, or software through or in connection with the use of the Platform (collectively, “Third Party Services”). If Customer decides to access and use such Third Party Services, Customer’s use of such Third Party Services is governed solely by the terms and conditions, terms of use, terms of service, or similar end user agreements, and any other applicable policies governing the use of such Third Party Services. LaderaAI does not endorse, is not responsible for, and makes no representations as to such Third Party Services, their content or the manner in which they handle Customer’s and/or its Authorized Users’ data, including, any Customer Data that Customer or its Authorized Users transmit through the Third Party Services. LaderaAI is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer’s and/or any Authorized Users’ access or use of any such Third Party Services, or Customer’s reliance on the privacy practices or other policies of such Third Party Services. LADERAAI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY SERVICES OR PRODUCTS ADVERTISED OR OFFERED THROUGH, OR IN CONNECTION WITH, THE SERVICES, AND LADERAAI WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN CUSTOMER AND ANY THIRD PARTY PROVIDERS OF SUCH THIRD PARTY SERVICES AND/OR PRODUCTS.

3.7 Security

LaderaAI shall implement and maintain appropriate industry-standard technical and organizational security measures reasonably designed to prevent unauthorized access to and disclosure of unencrypted Customer Data or the Platform.

3.8 Suspension

LaderaAI may suspend, terminate, or otherwise deny Customer’s or any Authorized User’s access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) LaderaAI receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires LaderaAI to do so; or (b) LaderaAI believes, in its good faith and reasonable discretion, that (i) Customer or any Authorized User has accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; (iii) such access and use poses an imminent security risk or an imminent risk to the Services and/or LaderaAI’s systems, servers, infrastructure and/or networks, or will interfere materially with the proper continued operation of the Services; (c) Customer or any of its Authorized Users posts, submits, or otherwise provides Customer Data or engages in behavior in any manner in violation of this Agreement, including, without limitation, any codes of conduct or other applicable policies made available to Customer through the Services or otherwise, or in a manner that LaderaAI deems to be unacceptable (in its sole discretion); or (d) this Agreement, or any applicable Subscription Term, expires or is terminated. This Section 3.8 does not limit any of LaderaAI’s other rights or remedies, whether at law, in equity, or under this Agreement.

3.9 Monitoring and Removal of Customer Data

Customer acknowledges that LaderaAI has no obligation to monitor or pre-screen Customer Data, although LaderaAI reserves the right in its sole discretion to pre-screen, refuse, or remove any Customer Data, and Customer hereby provides its irrevocable consent to such monitoring. Without limiting the foregoing, (a) LaderaAI shall have the right to remove any Customer Data that, in LaderaAI’s sole discretion, (i) violates this Agreement, including without limitation any codes of conduct or other applicable policies made available to Customer through the Services or otherwise, or (ii) is otherwise objectionable; and (b) Customer acknowledges and agrees that LaderaAI may preserve Customer Data and may also disclose Customer Data if required to do so by law or if, in LaderaAI’s good faith belief, such preservation or disclosure is reasonably necessary to: (1) comply with legal process, applicable laws or government requests; (2) enforce this Agreement; (3) respond to claims that Customer Data violates the rights of third parties; or (4) protect the rights, property, or personal safety of LaderaAI and/or its shareholders, affiliates, and licensors, and the public. This Section 3.9 does not limit any of LaderaAI’s other rights or remedies, whether at law, in equity, or under this Agreement.

4. ACCOUNTS

4.1 Account Registration

To access and use the Platform and other features of the Services, Customer must register for an account (“Account”). Each Authorized User shall be required to register as an authorized user of Customer’s Account. Customer agrees to, and shall ensure that, its Authorized Users provide and maintain up to date information that is accurate, current, and complete. Customer agrees that it will not, and will not permit, any Authorized User or other third party to: (a) create an Account or sign up to access the Services using a false identity or fictitious name or information, and/or (b) create an Account or use the Services if Customer has been previously removed or banned from use of the Services, or any part thereof. Customer is solely responsible for maintaining the security of Customer’s and its Authorized Users’ account credentials and for all activities that occur under Customer’s account, including, without limitation, any of its Authorized Users’ sub-Accounts, regardless of whether such activity is authorized by Customer.

4.2 Administrators; Authorized Users

Customer may designate an administrator or administrators (each, an “Administrator”) to administer and manage Customer’s Account, which includes, without limitation, the right to invite Customer’s employees, contractors, and/or agents, to access and use the Services as an Authorized User under Customer’s Account. For the avoidance of doubt, the term “Authorized Users” as used in this Agreement, includes Administrators. In addition, an Administrator may set certain permissions and access rights to each Authorized User (“Permissions”). Customer acknowledges and agrees that depending on the Permissions granted to an Authorized User, such Authorized User may (a) subsequently invite or enable other Authorized Users with the same access and ability to use the Services, and such additional Authorized User will be deemed an Authorized User of the Account; and/or (b) have the ability to view Customer Data that is connected to the Account. Customer shall: (a) be solely responsible for inviting Authorized Users, the Permissions granted to Authorized Users by the Administrator(s) of the Account, and its Authorized Users’ compliance with this Agreement; (b) be responsible for the accuracy and legality of Customer Data; (c) not permit any unauthorized access to or use of the Services, and shall ensure that Authorized Users use the Services solely in accordance with this Agreement; (d) notify us promptly of any unauthorized access or use; and (e) access or use the Services only in accordance with the Documentation and applicable local, state, national, or international laws, rules, and regulations.

4.3 Third-Party Accounts

The Services may include features or functionality that allow LaderaAI to, on Customer’s behalf and at its direction, import certain information from an account at a third-party account such as a financial or accounting account or an account with a third party cloud storage provider (a “Third-Party Account”). Customer agrees to the following terms and conditions when Customer enables the importing of information from a Third-Party Account:

Account Access. In order to import information from a Third-Party Account to the Services, Customer may be required to provide LaderaAI with access to Customer’s Third-Party Account via an API to enable LaderaAI to import the applicable information, or to provide LaderaAI with access keys to Customer’s Third-Party Account so that LaderaAI may access and import such information. Customer may only provide access keys or otherwise enable LaderaAI to access a valid Third-Party Account that Customer holds in its own name. The access keys of Customer’s Third-Party Account are stored by LaderaAI. Customer may revoke LaderaAI’s access to Customer’s Third-Party Account at any time, and LaderaAI shall permanently delete the applicable stored access key upon written notice of Customer’s intent to revoke such access.
LaderaAI will obtain Customer’s account information. If Customer elects to enable the importing of information from a Third-Party Account to the Services, LaderaAI will obtain such information. LaderaAI will only import the information that Customer directs LaderaAI to import. By using the Services and choosing to enable LaderaAI to import such information from a Third-Party Account, Customer authorizes us to obtain such information. We make no effort to review such information for any purpose, including, but not limited to, accuracy, legality, or non-infringement.
Use of Third-Party Account Information. If Customer elects to enable the importing of information from a Third-Party Account to the Services, LaderaAI may use the information from the Third-Party Account for the purposes specified in LaderaAI’s Privacy Policy.

5. CUSTOMER OBLIGATIONS

5.1 Customer Responsibilities

Customer is responsible for its secure use of the Services, including, without limitation, protecting account authentication credentials, and taking steps to maintain appropriate security, protection and backup of Customer Data. Customer further represents and warrants that: (a) Customer has all necessary rights and/or authorizations to grant the license to LaderaAI to Customer Data contemplated by this Agreement; (b) none of the Customer Data violates this Agreement, any applicable law, or any third party’s intellectual property, privacy, or other right; and (c) Customer has the right to grant LaderaAI with access to its Third-Party Account in accordance with Section 4.3.

5.2 Customer Data

Customer is solely responsible for the development, content, operation, maintenance, and use of any Customer Data submitted, uploaded, generated or provided by or on behalf of Customer and/or any Authorized Users in connection with the use of the Services. Customer shall ensure that Customer Data, and the use of it by Customer and Authorized Users, complies with this Agreement and any applicable laws, rules or regulations. Customer grants LaderaAI a non-exclusive license to use, copy, transmit, store, and back-up Customer Data for the purpose of providing the Services and as otherwise permitted by this Agreement, including without limitation the right to directly obtain Customer Data from Customer’s third party sources. “Customer Data” does not include Usage Data.

5.3 Sensitive and Restricted Data.

If Customer transmits through or in connection with the use of, the Services any Customer Data that is or contains Sensitive Data, Customer acknowledges and agrees that it is responsible for evaluating, and shall evaluate, prior to transmitting any such Sensitive Data through or in connection with the Services, whether the technical and organizational measures described in this Agreement are sufficient to protect Sensitive Data. Customer represents and warrants that Customer will not, and will not permit any third party (including, without limitation, any Authorized User) to transmit through the Services, or otherwise use the Services to store or process: (a) any Sensitive Data if Customer determines that LaderaAI’s technical and organizational measures are insufficient to protect such Sensitive Data in accordance with applicable laws, rules, or regulations pertaining to data privacy or data security (“Data Protection Laws”), or (b) any data or information (including, but not limited to, Sensitive Data) that Customer does not have the legal right to process or store. “Sensitive Data” means any information that is considered or defined to be “sensitive,” “special,” or otherwise subject to specific protections or security standards under Data Protection Laws, exceeding any requirements that apply to personally identifiable data and/or information (“Personal Data”) generally, including, but not limited to: (i) social security numbers, tax file numbers, passport numbers, driver’s license numbers, or similar identifiers (or any portion thereof); (ii) credit or debit card numbers (other than the truncated (last four digits) of a credit or debit card); (iii) employment, financial, credit, genetic, biometric or health information; (iv) racial, ethnic, political or religious affiliation, trade union membership, information about sexual life or sexual orientation, or criminal record; (v) account passwords; or (vi) other information that falls within the definition of “special categories of data” under applicable Data Protection Laws.

6. SERVICE LEVELS AND SUPPORT

6.1 Service Level Agreement

We will use commercially reasonable efforts to make the Platform available with an uptime of 99.9% measured on a monthly basis (“Service Commitment”), excluding: (a) planned maintenance performed with at least 48 hours advance notice; (b) emergency maintenance with notice when reasonably practicable; (c) force majeure events or internet access or related problems beyond the demarcation point of the Platform; (d) failures or malfunctions in Customer’s equipment, software, technology, or network connectivity and/or third party equipment, software, or other technology (other than third party equipment within LaderaAI’s direct control); (e) third-party service provider failures or delays; (f) the action or inaction of Customer or any third party not under LaderaAI’s direction or control; (g) our suspension of the provision of the Platform to Customer in accordance with Section 3.8 or 13.2.4 of the Agreement, for example, a suspension based on breach of the Agreement; (h) if LaderaAI detects a security breach or other security related issue that requires us to shut down the Platform; or (i) other reasons beyond our control (collectively, the ”Exclusions”).

If we fail to achieve 99.9% uptime in any calendar month (but excluding any downtime caused by any Exclusions), Customer will be eligible to receive the credit as described below (“Downtime Credit”):

Below 99.9% but above 99.0%: 2.5% of monthly fee
Below 99.0% but above 98.0%: 5% of monthly fee
Below 98.0%: 10% of monthly fee

For annual subscriptions, credits will be calculated based on the monthly equivalent of Customer’s annual fee (annual fee divided by 12). If LaderaAI determines that a Downtime Credit is applicable based on a failure to meet the uptime commitment set forth in this Section, LaderaAI will apply the Downtime Credit to Customer’s future invoices. Downtime Credits are Customer’s sole and exclusive remedy for unavailability, non-performance, or other uptime failures with respect to the Platform. Downtime Credits may not be redeemed for cash and are not cumulative beyond a total of credits for more than 50% of the Subscription fees in any calendar month. Downtime Credits expire without refund 12 months from issuance or upon expiration or termination of this Agreement.

6.2 Support

We will provide support services in accordance with our then-current support policy as set forth at https://laderaai.helpscoutdocs.com/.

7. FEES AND PAYMENT

7.1 Fees and Subscription

Customer agrees to pay all fees specified in the Order Form. Except as otherwise specified: (a) fees are based on Services purchased, not actual usage; (b) fees must be paid in advance for each subscription period (monthly or annually, as specified in the Order Form); (c) payment obligations are non-cancelable and fees paid are non-refundable; (d) fees are quoted and payable in United States dollars; (e) if Customer chooses annual billing, fees will be billed annually in advance; (f) if Customer chooses monthly billing, fees will be billed monthly in advance. Except as otherwise set forth in this Agreement, the fees payable by Customer for the Subscription Plan will remain fixed during the Subscription Term unless Customer (i) exceeds the Usage Parameters, (ii) upgrades the Subscription Plan and/or increases the Usage Parameters, and/or (iii) subscribes to additional features or products. Upon any increase in fees pursuant to clause (i), (ii), or (iii) above, Customer shall pay the fees for such increase, pro-rated for the remainder of Customer’s then-current Subscription Term. For the avoidance of doubt, Customer acknowledges and agrees that any downgrade to the Subscription Plan shall not take effect until the next renewal date of the applicable Subscription Term, regardless of Customer’s billing cycle for such Subscription Plan (i.e. for monthly Subscription Plans, prior to the start of the next month, and for annual Subscription Plans, prior to the start of the next year). Subscription Plans shall renew at LaderaAI’s then-current pricing for such Subscription Plan.

7.2 Payment Terms

Unless otherwise stated in the Order Form, invoiced fees are due upon receipt of invoice. Customer’s subscription period will not begin until payment is received. Access to the Services may be suspended or terminated if fees are not paid when due. All fees are non-refundable and non-cancellable. If payment is not received or cannot be charged to Customer for any reason in advance, LaderaAI reserves the right to suspend or terminate Customer’s and its Authorized User’s access to the Services, downgrade the Subscription Plan, and/or terminate this Agreement.

7.3 Third Party Payment Processor

We may use a third party payment processor (“Payment Processor”), such as Stripe, Inc. and its affiliates, to bill Customer through an Account linked to the Services and for other payment services (e.g., card acceptance, merchant settlement, and related services). The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor, and by making any purchase through the Service, Customer agrees to be bound by the terms and policies of the applicable Payment Processor, including Stripe’s terms of service (currently accessible at https://stripe.com/us/terms) and privacy policy (currently accessible at https://stripe.com/us/privacy), and hereby consent and authorize LaderaAI and Stripe to share any information and payment instructions Customer provides with one or more Payment Processors to the minimum extent required to complete Customer’s transactions. Customer agrees to pay us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. Customer agrees to make payment using the payment method Customer provides with Customer’s Account.

7.4 Taxes

The fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”), and Customer is and shall be responsible for payment of all such taxes (other than taxes based on our income), and any related penalties and interest, arising from the payment of the fees, the delivery and/or use of the Services, or performance of any services by LaderaAI hereunder.

7.5 Changes to Fees

LaderaAI may change its fees and payment terms at its discretion; provided however, that such changes will not take effect for Customer until the start of the next Subscription Term (as specified in the applicable Order Form). We will provide sixty days’ (60 days) written notice to Customer of any changes to the fees that affect the Subscription purchased by Customer hereunder.

8. DATA PRIVACY

Customer acknowledges and agrees that, as between the parties, with respect to the collection, transmission, disclosure, processing, and/or use of any personally identifiable data and/or information through or in connection with the use of the Services (“Personal Data”), that is subject to any applicable laws, rules, or regulations pertaining to data privacy or data security (“Data Protection Laws”), Customer is the data controller and LaderaAI is merely a data processor and/or service provider as such terms are defined pursuant to Data Protection Laws. Customer represents and warrants that with respect to any Customer Data (including, without limitation, Personal Data) transmitted, hosted, stored, or processed, or otherwise provided by Customer and/or its Authorized Users to LaderaAI in connection with the use of the Services, that: (a) Customer is in compliance with all Data Protection Laws, and (b) Customer has made all disclosures to, and obtained all permissions and/or approvals from, each applicable data source as may be necessary or required to transmit such data through the Services. Personal Data provided or collected through or in connection with the use of the Services shall only be used in accordance with this Agreement and our Privacy Policy. Customer agrees to execute and/or enter into any documents, agreements, statements, or policies reasonably deemed necessary or appropriate by LaderaAI to comply with any Data Protection Laws with respect to any Personal Data. Data submitted through the Services will be processed in accordance with the LaderaAI Data Processing Addendum (“DPA”), which is incorporated into these Terms by reference.

9. PROPRIETARY RIGHTS

9.1 LaderaAI Intellectual Property

We own and retain all right, title, and interest in and to the Services, their underlying technology, and the LaderaAI Materials, including all improvements, enhancements, modifications, and derivative works thereof, and Feedback (as defined below) thereon, and all intellectual property rights therein.

9.2 Customer Intellectual Property

Customer owns and retains all right, title, and interest in and to Customer Data and, subject to our rights in and to the LaderaAI Materials, the Output. Except for any Output based on LaderaAI Materials (subject to the licenses herein), LaderaAI hereby assigns to Customer all LaderaAI’s right, title, and interest, if any, in and to Output. Any Output based on LaderaAI Materials shall be deemed “LaderaAI Materials” and licensed to Customer pursuant to the license granted below. Customer acknowledges and agrees that due to the nature of machine learning, Output may not be unique to Customer, and the AI Features may generate the same or similar output for LaderaAI’s other customers. If Customer incorporates any LaderaAI Materials into Output, LaderaAI grants to Customer a limited, non-exclusive, personal, perpetual, and irrevocable (except as otherwise expressly set forth in Section 13.3 below), license, to use, copy, and reproduce, the LaderaAI Materials solely as and to the extent incorporated into the Output and solely to the extent necessary in connection with Customer’s use of the Output.

9.3 Usage Data

LaderaAI may collect Usage Data and use it to operate, improve, and support the Services and for other lawful business practices. However, LaderaAI will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify Customer, its Authorized Users, or any other person, and (b) aggregated with data across other customers.

9.4 Feedback

If Customer provides LaderaAI with any feedback or suggestions regarding the Services and/or the LaderaAI Materials (“Feedback”), Customer assigns all ownership, right, title, and interest in and to the Feedback to LaderaAI and agrees to take such actions and execute such documents reasonably requested by us to implement and perfect such assignment.

10. CONFIDENTIALITY

10.1 Confidential Information

“Confidential Information” means all non-public and/or proprietary information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and/or circumstances of disclosure. Confidential Information with respect to: (a) LaderaAI, shall include the fees payable hereunder, Documentation, Feedback, LaderaAI Materials (except as incorporated in the Output, and as permitted by this Agreement), and any non-public technical and business information regarding the Services (or any part thereof), and (b) Customer, shall include Customer Data. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure.

10.2 Protection

The receiving party of any Confidential Information of the other party will maintain the confidentiality of Confidential Information and further agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party agrees to protect the other party’s Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The receiving party may disclose Confidential Information of the disclosing party to its employees, agents, contractors and other representatives (collectively, “Representatives”) having a legitimate need to know, provided that, the receiving party remains responsible for its Representatives’ compliance with this Section 10, and such Representatives are bound to confidentiality obligations no less protective than this Section 10.

10.3 Required Disclosures; Return

The receiving party may disclose the Confidential Information of the disclosing party if required by judicial or administrative process, provided that the receiving party first provides to the disclosing party prompt notice of such required disclosure to enable the disclosing party to seek a protective order. Neither party will disclose any terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except: (a) as required by applicable law, or (b) in connection with a proposed merger, financing, or sale of such party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed is under a duty of confidentiality). Upon termination or expiration of this Agreement, the receiving party will promptly return or destroy Confidential Information of the other party in its possession or control; provided, however, the receiving party (i) is not required to return, destroy, or delete archive copies of the Confidential Information made in connection with automatic backup procedures so long as such copies are destroyed upon the normal expiration of backup files; and (ii) may provide an archival copy of the Confidential Information to outside counsel for use in a dispute arising out of or related to this Agreement.

10.4 Equitable Relief

Notwithstanding anything to the contrary herein, the parties agree that a party’s breach of this Section, may cause the other party irreparable harm for which monetary damages may not be an adequate remedy, and that, in the event of any such actual or alleged breach, the non-breaching party will be entitled to obtain equitable relief, including a restraining order, an injunction, specific performance, reimbursement of any costs of seeking enforcement of this Section (including reasonable attorneys’ fees), and any other relief that may be available from any court of competent jurisdiction, without any requirement to prove the inadequacy damages or actual damages or to post a bond or other security. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

11. WARRANTIES AND DISCLAIMERS

11.1 Mutual Warranties

Each party warrants that it has the legal power and authority to enter into this Agreement.

11.2 Disclaimer

THE SERVICES (AND ALL PARTS THEREOF), AND ANY OTHER MATERIALS, CONTENT, OR SERVICES PROVIDED OR MADE AVAILABLE BY LADERAAI, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LADERAAI AND ITS LICENSORS EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, TITLE, QUALITY, OR NON-INFRINGEMENT. LADERAAI AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES (OR ANY PART THEREOF), OR ANY OTHER MATERIALS, CONTENT, AND/OR SERVICES PROVIDED BY LADERAAI OR MADE AVAILABLE THROUGH THE SERVICES: (A) WILL MEET CUSTOMER’S OR ANY AUTHORIZED USER’S REQUIREMENTS; (B) WILL BE COMPATIBLE WITH CUSTOMER’S OR ITS AUTHORIZED USERS’ NETWORK, COMPUTER, OR MOBILE DEVICE, OR ANY THIRD PARTY SERVICES; (C) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (D) WILL BE ACCURATE OR RELIABLE. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE SERVICES, AND ALL RESULTS OF SUCH USE (INCLUDING, WITHOUT LIMITATION, ANY OUTPUT) IS SOLELY AT CUSTOMER’S OWN RISK. CUSTOMER ACCEPTS AND AGREES THAT ANY USE OF SUCH RESULTS IS AT CUSTOMER’S SOLE RISK, AND CUSTOMER WILL NOT RELY ON ANY SUCH RESULTS AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION. REFERENCE IS ALSO MADE TO THE DISCLAIMER IN SECTION 3.5. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER AND/OR ANY AUTHORIZED USER FROM LADERAAI OR ANY THIRD PARTY, SHALL CREATE ANY WARRANTY. NO LEGAL, FINANCIAL, TAX, OR OTHER PROFESSIONAL ADVICE: CUSTOMER UNDERSTANDS AND AGREES THAT LADERAAI IS NOT A LAW FIRM, ATTORNEY, FINANCIAL ADVISOR, ACCOUNTANT, OR OTHER PROFESSIONAL ADVISOR (COLLECTIVELY, “PROFESSIONAL ADVISOR”), DOES NOT PERFORM SERVICES PERFORMED BY A PROFESSIONAL ADVISOR, AND DOES NOT ACT AS, AND IS NOT CUSTOMER’S OR ANY OTHER USERS’ PROFESSIONAL ADVISOR. ANY FORMS, DOCUMENTS, OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY, AND ARE NOT INTENDED TO NOR SHALL THEY CONSTITUTE SPECIFIC PROFESSIONAL ADVICE OR BE A SUBSTITUTE FOR THE ADVICE OR SERVICES OF A PROFESSIONAL ADVISOR. BEFORE USING ANY SUCH FORMS, DOCUMENTS, OR INFORMATION, CUSTOMER SHOULD CONSIDER OBTAINING ADDITIONAL INFORMATION AND ADVICE FROM A QUALIFIED PROFESSIONAL ADVISOR. CUSTOMER UNDERSTANDS AND AGREES THAT, UNLESS CUSTOMER IS OTHERWISE REPRESENTED AND/OR ADVISED BY A PROFESSIONAL ADVISOR, CUSTOMER IS REPRESENTING ITSELF IN ANY MATTER THAT CUSTOMER UNDERTAKES THROUGH THE SERVICES.

12. LIMITATION OF LIABILITY; INDEMNITY

12.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR (A) LIABILITY ARISING FROM SECTION 10 (CONFIDENTIALITY), (B) CUSTOMER’S INDEMNIFICATION OBLIGATIONS IN SECTION 12.3, (C) CUSTOMER’S MISUSE OF OUR INTELLECTUAL PROPERTY, (D) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUDULENT MISREPRESENTATION, OR (E) OR CUSTOMER’S VIOLATION OF SECTION 3.3 (USAGE RESTRICTIONS) OR SECTION 5.3 (SENSITIVE AND RESTRICTED DATA): (i) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR DAMAGES FOR ANY LOST PROFITS, LOST SAVINGS, OR ARISING FROM LOSS OF USE, CONTENT OR DATA OR ANY ACTUAL OR ANTICIPATED DAMAGES, REGARDLESS OF THE LEGAL

THEORY ON WHICH SUCH DAMAGES MAY BE BASED, AND EVEN IF LADERAAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (1) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT, OR (2) TWO HUNDRED DOLLARS ($200.00); PROVIDED THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WITH RESPECT TO LADERAAI’S BREACH OF SECTION 10 (CONFIDENTIALITY) AS IT RELATES TO CUSTOMER DATA, IN NO EVENT SHALL LADERAAI’S TOTAL AGGREGATE LIABILITY EXCEED TWO TIMES (2X) THE STANDARD CAP. THE LIMITATIONS SPECIFIED IN THIS SECTION 12.1 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER. LADERAAI DISCLAIMS ALL LIABILITY OF ANY KIND OF ITS AFFILIATES, LICENSORS AND SUPPLIERS.

12.2 JURISDICTIONAL APPLICATION OF LIMITATIONS AND DISCLAIMERS

Some jurisdictions may not allow the exclusion and/or limitation of implied warranties or conditions, or allow limitations on how long an implied warranty lasts, or exclusions and/or limitations on incidental, special, consequential, or other damages, so the limitations and/or exclusions set forth in Sections 11.2 and 12.1 above may not apply to Customer. In such event, LaderaAI’s warranties and conditions, and liability for such damages, with respect to the Services will be limited to the greatest extent permitted by applicable law in such jurisdiction.

12.3 Indemnity

Customer shall defend, LaderaAI and its affiliates and licensors, and each of their respective employees, officers, directors, and representatives (collectively, the “Ladera Group”) from and against any claims (“Claims”) arising out of or relating to: (a) Customer’s and its Authorized Users’ use of the Services (including any activities under Customer’s Account and/or Authorized Users’ sub-Accounts); (b) Customer’s and/or any Authorized User’s breach of this Agreement, any AI Policies, or any license applicable to any Open Source Components; (c) Customer’s violation of applicable law, rules, or regulations, including, without limitation, any Data Protection Laws; (d) Customer Data; (e) Output, excluding any LaderaAI Materials; or (f) arising from Customer’s or its Authorized Users’ use of any Third Party Services (including, any AI Features); and (b) shall indemnify and hold the Ladera Group harmless from any damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to such Claims. LaderaAI may participate in the defense of the Claim using its own counsel. Customer may not settle the Claim without LaderaAI’s consent if such settlement imposes a payment or other obligation on LaderaAI or requires any person in the LaderaAI Group to admit fault or culpability.

13. TERM AND TERMINATION

13.1 Term and Auto-Renewal

The Term begins on the effective date specified in the Order Form. Unless otherwise specified in the Order Form: (a) Monthly subscriptions continue on a month-to-month basis until terminated in accordance with Section 13.2.1; (b) Annual subscriptions automatically renew for subsequent one-year terms until terminated in accordance with Section 13.2.2.

13.2 Termination Rights

13.2.1 Monthly Subscriptions: (a) Customer may terminate a monthly subscription at any time through the cancellation feature within the Services; (b) Termination will be effective at the end of the current monthly billing period; (c) Cancellation requests must be submitted through the Services, not via email or other communication methods; and (d) Any prepaid fees for the Services will not be refunded and any unpaid fees for the remainder of the Subscription Term shall become immediately due and payable.

13.2.2 Annual Subscriptions: (a) Annual subscriptions may not be terminated before the end of the current annual term; (b) Refunds of prepaid fees for the Services will not be provided for early termination of annual subscriptions; (c) Customer remains obligated to pay all fees for the remainder of the current annual term; (d) Customer may opt out of auto-renewal at any time through the Services; (e) If auto-renewal is disabled, the subscription will terminate at the end of the current annual term; (f) Re-enabling auto-renewal is permitted at any time before the end of the current term.

13.2.3 Termination for Cause: Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party of a material breach, unless such breach is cured within the notice period.

13.2.4 Bankruptcy, Etc.: LaderaAI may terminate this Agreement immediately if Customer becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or makes an assignment for the benefit of creditors.

13.2.4 Suspension and Termination of the Services: Notwithstanding the foregoing, if LaderaAI, in good faith, believes Customer and/or any Authorized User has used the Services (or any part thereof) in violation of LaderaAI’s intellectual property rights or Section 3.2 or 3.5 of this Agreement, LaderaAI may, in its discretion, (a) suspend or terminate Customer’s and/or any Authorized User’s right to access or use the Services (or any part thereof), with or without notice, and/or (b) terminate this Agreement with respect to Customer immediately upon written notice.

13.3 Effect of Termination

Upon termination or expiration of this Agreement: (a) all rights granted herein will immediately terminate and Customer shall immediately cease, and ensure its Authorized Users’ cease any and all use of the Services; (b) we will provide Customer with the ability to export Customer Data for thirty (30) days from the effective date of termination or expiration; (c) any amounts owed under this Agreement will become immediately due, including all Subscription Fees for the remainder of the Subscription Term, that remain unpaid as of the effective date of termination or expiration; and (d) each party shall return or destroy the Confidential Information of the other in accordance with Section 10.3. Upon termination of this Agreement by LaderaAI pursuant to Section 13.2.3, (i) the licenses granted to Customer in Section 9.2 with respect to LaderaAI Materials shall immediately terminate, (ii) Customer shall immediately cease, and ensure its Authorized Users’ cease, any and all use of the LaderaAI Materials, and (iii) Customer shall destroy all copies of LaderaAI Materials in its possession or control. All definitions and unpaid amounts due, Sections 1 (Definitions), 3.3 (Usage Restrictions), 3.4 (Open Source Components), 5.1 (Customer Responsibilities), 7 (Fees and Payment) (solely with respect to accrued but unpaid payment obligations), 9 (Proprietary Rights), 10 (Confidentiality), 11.2 (Disclaimer), 12 (Limitation of Liability; Indemnity), 13.3 (Effect of Termination), 14 (Changes to the Services), 15 (Exclusions), 16 (Government Licenses), 17 (Procedure for Making Claims of Copyright Infringement), and 18 (General Provisions) shall survive any termination of this Agreement.

14. CHANGES TO THE SERVICES

Customer understands and agrees we may change, suspend or discontinue any part of the Services and/or the Services as a whole. LaderaAI will notify Customer of any material change to or discontinuation of the Services by email or via our website. Customer acknowledges and agrees that LaderaAI will not be liable to Customer or to any third party (including, without limitation, any Authorized User) for any modification, suspension or discontinuance of the Services (or any part thereof).

15. EXCLUSIONS

Customer acknowledges and agrees LaderaAI will have no responsibility or liability of any kind under this Agreement, arising or resulting from: (a) problems caused by failed Internet connections or other hardware, software, or equipment which is not owned, controlled or operated by LaderaAI; (b) nonconformities resulting from Customer’s, any Authorized Users’, or any third party’s misuse, abuse, negligence, or improper or unauthorized use of all or any part of the Services; (c) modification, amendment, revision, or change to the Services (or any part thereof) by any person other than LaderaAI; or (d) any other factor outside of LaderaAI’s reasonable control.

16. GOVERNMENT LICENSES

The Platform and any related Documentation licensed to Customer under this Agreement is “commercial computer software” as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.11 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.

17. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

LaderaAI respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights. If Customer believes that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that Customer claims has been infringed; (c) a description of the location on the Services of the material that Customer claims is infringing; (d) Customer’s address, telephone number, and e-mail address; (e) a written statement by Customer that Customer has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by Customer, made under penalty of perjury, that the above information in Customer’s notice is accurate and that Customer is the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for LaderaAI’s Copyright Agent for notice of claims of copyright infringement is as follows: David Goulden, LaderaAI, 441 Grand Street, Redwood City, CA 94062, 650-704-3593, info@ladera.ai.

18. GENERAL PROVISIONS

18.1 Governing Law

This Agreement shall be governed by the laws of the State of California, without regard to its conflict of law principles. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

18.2 Dispute Resolution

Any dispute arising from this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “Rules”) in San Francisco, California, unless otherwise agreed upon by the parties, and, provided that, to the extent feasible, the parties agree the arbitration shall be conducted by video conference, telephone, or other telecommunication means. To the extent there is any conflict between the provisions set forth in this paragraph and the Rules or any procedural or other rules issued by the arbitrator, this paragraph will control. The parties shall appoint a single arbitrator by mutual agreement; provided that, if the parties cannot agree upon selection of an arbitrator, then AAA shall appoint an arbitrator experienced in the software as a service industry in accordance with the Rules. The arbitration will be conducted in English. The arbitrator must provide detailed written findings of fact and conclusions of law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction, and each of the parties irrevocably submits to the jurisdiction of such court for confirmation or recognition or enforcement of any award rendered by the arbitral tribunal. The arbitrator shall not have the power to award damages except to the extent specifically permitted by this Agreement. The existence of a dispute, submission to arbitration, and any arbitration award under to the Agreement is deemed the Confidential Information of both parties. Each party shall bear its own costs and expenses related to the arbitration, including attorneys’ fees, except that the costs and fees of the arbitrator shall be shared equally by the parties, unless the arbitrator determines that a different allocation is necessary to ensure a just and equitable result. Each party acknowledges this provision constitutes a material inducement upon which the other party has relied in entering into this Agreement. Notwithstanding anything to the contrary herein, LaderaAI may obtain equitable relief, including without limitations injunction, specific performance or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of LaderaAI’s, its affiliates’, or any third party’s intellectual property or other proprietary rights, including a breach of Customer’s confidentiality obligations, or as otherwise set forth herein, without having to post a bond or other security or to prove damages or the inadequacy of damages.

18.3 Assignment

Customer may not assign this Agreement without our prior written consent. Any attempted assignment or transfer of this Agreement in contravention of the foregoing shall be null and void. This Agreement shall be binding on the parties and their respective successors and permitted assigns.

18.4 Waiver

LaderaAI’s failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision later.

18.5 Entire Agreement

This Agreement, including all Order Forms and any policies referenced herein, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, representations, understandings, or communications between Customer and LaderaAI, whether written or verbal, regarding the subject matter of this Agreement.

18.6 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed severed from this Agreement and the remaining provisions shall remain in full force and effect.

18.7 Force Majeure

Except with respect to any payment obligations hereunder, neither party shall be liable for any failure or delay in performance of any obligation under this Agreement due to circumstances beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine, shelter in place or other orders and/or restrictions.

18.8 Notices

All legal notices under this Agreement must be in writing and will be deemed given (a) when delivered personally, (b) by email, upon the earlier of acknowledgment of receipt of electronic transmission or 24 hours after transmission, (c) 1 business day after deposit with a nationally or internationally (as applicable) recognized express courier, with written confirmation of receipt, or (d) 3 business days after having been sent by certified or registered mail return receipt requested, postage prepaid. All such notices will be sent to the addresses set forth on the applicable Order Form, or to such other address as may be specified by either party to the other party by written notice in accordance with this Section. LaderaAI may provide any notice to Customer under this Agreement by sending a message to the email address associated with the Customer’s Account.

18.9 Amendments

LaderaAI reserves the right to update or modify this Agreement at any time. The revised version of this Agreement will be posted on our site at https://www.ladera.ai/terms-of-service. Except as stated below with respect to material changes, all updates and modifications to this Agreement will be effective from the day they are posted, as indicated by the “Last Updated” date set forth above. If LaderaAI makes any material changes to this Agreement, LaderaAI will provide reasonable prior notice to Customer of these changes by sending a notification to the email address LaderaAI has on file for Customer, or, if LaderaAI does not have an email address on file, by posting a prominent notice on LaderaAI’s website and/or through the user interface of the Platform. Material changes to this Agreement will become effective on the date set forth in the notice. It is Customer’s responsibility to regularly visit and review this Agreement for updates, changes, and modifications. If Customer does not agree to any updates or modifications to this Agreement, Customer must terminate its Account as set forth in Section 13.2.1 or 13.2.2 above (as applicable) and cease all use and access of the Services. Customer’s and/or any of its Authorized Users’ continued access or use of the Services (or any part thereof) after the applicable effective date of the revised Agreement will constitute Customer’s acceptance of the revised Agreement.

18.10 Electronic Communications

By using the Services, Customer consents to receiving electronic communications from LaderaAI, and Customer agrees that any notices, agreements, disclosures, or other communications that we send Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.

18.11 Independent Contractors; No Third Party Beneficiaries

LaderaAI and Customer are independent contractors, and neither party, nor their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.

18.12 Prevailing Party

In the event of any legal action or other proceeding arising from this Agreement, the prevailing party shall be entitled to recover from the other party all reasonable costs incurred in connection with such action or proceeding, including without limitation, reasonable attorney’s fees, in addition to any other relief to which such party may be entitled.

18.13 Export Control

Customer acknowledges that the laws and regulations of the United States of America and foreign jurisdictions may restrict the export and re-export of certain commodities and technical data of United States of America origin, including the Services. Customer agrees that Customer will not export or re-export the Services without the appropriate United States or foreign government licenses or permits.

19. CONTACT INFORMATION

If Customer has any questions about this Agreement, please contact us at:

LaderaAI, Inc.

Email: legal@ladera.ai

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