INTRODUCTION

This Productbot Ai General Terms of Service (this “Agreement”) is between Product Hub Labs Incorporated, a Delaware corporation, for the use of its SaaS product offering defined below as the Solution when utilizing Third-Party Solutions, Productbot Ai (Product Hub Labs Incorporated is hereby referred to herein as “Productbot Ai”) and the customer stated in the Order (“Customer”) is effective as of the date Productbot Ai accepts the Order (the “Effective Date”). If Customer utilizes the Solution using the Productbot Ai Privacy Enabled Model, Productbot Ai Privacy Enabled Terms of Service shall apply to such access and use.

This Agreement supersedes any other agreement (including any click-through or electronic agreements within the Solution) between Productbot Ai and Customer with respect to the Solution.

Productbot Ai offers various Tiers for access to and use of the Solution with varying features, capabilities and offerings. If Customer is a Pro Tier customer of Productbot Ai, Customer may have access to additional or customer services, offerings, or features, including but not limited to change model settings, utilize its own LLM, use a private vector database, or seek custom services from Productbot Ai (“Pro Services”). Any Pro Services will be subject to a separate Order, each of which shall be governed by the applicable Productbot Ai terms of service (the Privacy Enabled Model Terms of Service or the General Terms of Service).

The Solution includes certain open-source components that are subject to open-source licenses (“OSS”), in which case, the embedded OSS is owned by a third party. The OSS is not subject to the terms and conditions of this Agreement. Instead, each item of OSS is licensed under its applicable license terms which accompanies such OSS. Nothing in this Agreement limits Customer’s rights under, nor grants Customer rights that supersede the terms and conditions of any applicable license terms for the OSS. Any fees charged by Productbot Ai in connection with the Solution do not apply to the OSS for which fees may not be charged under the applicable license terms. The terms and conditions of the applicable license for the OSS are available upon request.

Productbot Ai’s Solution is powered by third-party large language model solutions or offerings (“Third-Party Solutions”). Productbot Ai provides the Solution to provide the Customer a product that utilizes such Third-Party Solution’s access to ChatGPT or other artificial intelligence service solutions. Any use of Third-Party Solutions through the Solution is subject to separate Terms of Use, Service Terms, and Privacy Policies of the applicable Third-Party Solution provider. PLEASE NOTE THAT USE OF THIRD-PARTY SOLUTIONS AND / OR SERVICES BY USE OF THE SOLUTION IS GOVERNED BY THIRD-PARTY TERMS, INCLUDING GOVERNING TERMS FOR HOW CUSTOMER DATA, INPUTS, OUTPUTS, OR ANY OTHER INFORMATION MAY BE PROCESSED, USED, DISCLOSED, SHARED, SOLD OR OTHERWISE USED. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE PRODUCTBOT AI PRIVACY POLICY, THE THIRD-PARTY TERMS, OR ANY OTHER TERMS ACCESSIBLE THROUGH THIRD-PARTY MATERIALS NECESSARY TO USE THE SOLUTION, CUSTOMER’S ONLY OPTION IS TO NOT USE THE SOLUTION.

1 DEFINITIONS

Action means any third-party claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

Affiliate means in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under direct or indirect common control with such party, or which is a wholly owned subsidiary of such party, where “control” means owning, directly or indirectly, at least 51% of the equity securities or equity interests of such entity.

Authorized Users means the employees, agents and independent contractors of Customer.

Customer Data means any information, data, Inputs, Personal Information of Customer, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or its Authorized Users by or through the Solution by or on behalf of Productbot Ai.

Documentation means the technical documentation for the Solution that is included in the version of the Solution accessed by Customer, including all additions and modifications made by Productbot Ai from time to time in accordance with this Agreement.

Feedback means any, in any form or medium, information, material, concept, idea, subject matter, invention, improvement, discovery, method, development, works, derivative, enhancement, modification, or similar of Productbot Ai’s software or services received, derived, created, made, conceived, or reduced to practice, directly or indirectly, from Customer’s and / or an Authorized User’s use thereof.

Inputs means data, information, or materials input into the Solution to generate Outputs.

Intellectual Property Rights means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Losses means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

Maintenance means the services and updates to the Solution as described in Productbot Ai’s Support Policy available on the Trust Portal.

Model means the large language model (“LLM”) powered by Third-Party Solutions using a single instance and shared resources through the Solution to take in Inputs and generate Outputs.

Order means each order, order form or statement of work for the purchase of the subscription to access and use the Solution, or to purchase other services offered by Productbot Ai, including but not limited to Pro Services.

Outputs means data, information, or materials generated by the Solution Model from the Customer’s or its Authorized User’s Inputs.

Personal Information has the meaning set forth in Productbot Ai’s Data Processing Terms.

Productbot Ai Materials means the information technology infrastructure used by or on behalf of Productbot Ai in providing any services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Productbot Ai or through the use of Third-Party Materials, including but not limited to the Solution, Documentation, Feedback, Resultant Data, and any other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Productbot Ai in connection with the Solution or otherwise comprise or relate to the Solution. For the avoidance of doubt.

Resultant Data means any data and information related to Customer’s use of the Solution, including but not limited to Inputs, Outputs, and Customer Data, used by Productbot Ai in an aggregate and anonymized manner, including to compile statistical and performance information related to the Solution, to improve or modify the Productbot Ai Solution, or other Productbot Ai products or offerings.

Solution means the software as a service solution powered by Third-Party Solutions enabling Customers to manage workflow, develop products, build software, or otherwise manage or improve Customer’s business development capabilities, that is hosted in and delivered from Productbot Ai’s managed cloud environment, including all additions and modifications made by Productbot Ai from time to time at its sole discretion.

Support means the technical support services described in Productbot Ai’s Support Policy available on the Trust Portal.

Term means the period of Customer’s subscription to the Solution that is stated in the Order.

Third-Party Materials means materials, data, and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Solution that are not proprietary to Productbot Ai, including any Third-Party Solutions, products, or services incorporated into the Solution.

Third-Party Solution has the meaning set forth in the Introduction.

Third-Party Terms means any terms governing use of Third-Party Materials, including but not limited to Third-Party Solution Terms of Use, Privacy Policies, Service Terms, or other terms and policies.

Tier means one of the tier offerings of Productbot Ai used by Customer and its Authorized Users to access a certain level of the Solution, which may be updated by Productbot Ai from time to time.

2 ORDERING, LICENSE GRANT, USE, AND PROPRIETARY RIGHTS.

2.1 This Agreement governs each Order unless the parties expressly agree otherwise in writing or to the extent such use is governed by Third-Party Terms. Each Order will form a separate contract between the parties and will be deemed to be subject to the terms set out in this Agreement except to the extent that the Order provides for different or varied terms.
2.2 Subject to the terms of this Agreement, Productbot Ai grants to Customer, for the Term, a limited, non-exclusive, non- transferable, non-sublicensable license to use the Solution together with the Documentation, for its internal business use and the purpose of the Solution as described in the applicable Order and as further described in the Documentation.
2.3 All right, title and interest in and to the Solution, Feedback, Resultant Data, and Productbot Ai Materials, and the Third-Party Materials, are and will remain with Productbot Ai and the respective rights holders in the applicable Third-Party Materials.
2.4 Customer or its Authorized users may provide Inputs into the Solution to generate Outputs and otherwise use the Solution as permitted under the applicable Order.
2.5 Customer owns all right and title to the Inputs and Outputs derived therefrom. Customer hereby grants Productbot Ai an unlimited, perpetual, fully paid, royalty free, sublicensable, transferable, non-exclusive license to use the Inputs and Outputs to improve or otherwise modify the Solution or other service offerings; provided, however, that no such Inputs or Outputs shall identify Customer or its Authorized Users or include Personal Information that isn’t aggregated and anonymized; and provided further that Customer Data, including Inputs and Outputs, may be used by third-party services providers such as Third-Party Solutions and shall be governed by the applicable Third-Party Terms.
2.6 Productbot Ai may use subcontractors to provide the Solution, distinguishable from and excluding third parties utilized to provide Third-Party Materials incorporated into the Solution.
2.7 Productbot Ai may, at its sole discretion, change the terms of its Documentation, its Privacy Policy, and other policies from time to time. If changes occur, Productbot Ai will notify Customer by email to the email affiliated with Customer’s account. Updated versions will never apply retroactively and will give the date they go into effect. Customer’s and / or its Authorized User’s continued use of the Solution following the posting of any changes to the applicable terms or policies means Customer accepts those new terms. Additionally, Productbot Ai reserves the right to modify, suspend, or discontinue the Solution, whether temporarily or permanently at any time for any reason. Customer and its Authorized Users agree Productbot Ai shall not be liable to Customer or its Authorized Users for any modification, suspension, or discontinuation of the Solution. Productbot Ai may also impose limits on certain features and services, restrict access to parts or all of any services, and suspend or terminate users without notice or liability, subject to Sections 11.5 and 11.6.

3 AUTHORIZED USERS

3.1 Customer may permit its Authorized Users to use the Solution for the same purposes permitted for Customer under Section 2.2 provided that:
(a) only Customer may bring actions against Productbot Ai for any losses, damage or liabilities suffered or incurred by any Authorized User and Customer shall procure that no Authorized User commences or maintains any claim against Productbot Ai for any matter arising in connection with this Agreement (whether founded on breach of contract or tort or any other legal theory); and
(b) Customer shall procure that all Authorized Users comply with the terms of this Agreement and shall remain liable for all acts and omissions of its Authorized Users.

4 RESTRICTIONS ON USE

4.3 Customer shall not, and shall not permit its Authorized Users or any third party to, except as permitted under this Agreement:
(a) use the Solution other than in accordance with this Agreement, the applicable Order, the applicable Third-Party Terms, and the Documentation;
(b) attempt to copy, modify, create derivative works from, or distribute any part of the Solution;
(c) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form any part of the Solution;
(d) access any part of the Solution in order to build a competing product or service;
(e) use the Solution to provide services to third parties;
(f) license, lease, transfer, assign, disclose, or otherwise commercially exploit the Solution;
(g) modify any proprietary rights notices that appear in the Solution;
(h) use the Solution for any illegal or fraudulent activity;
(i) use the Solution to violate the rights of others;
(j) use the Solution to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm;
(k) use the Solution for any content or activity that promotes child sexual exploitation or abuse;
(l) use the Solution to violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device.
4.2 Customer shall not, nor allow its Authorized Users to, import or allow others to import into the Solution any:
(a) trojan horse, worm, virus or other code which does not serve a legitimate purpose, and which is designed to be destructive, disabling or harmful or enables unauthorized access to, or disclosure or corruption of information or software;
(b) data regulated by the Payment Card Industry Data Security Standards, or other financial account numbers or credentials;
(c) information regulated by the U.S. Health Insurance Portability and Accountability Act;
(d) social security numbers (or local equivalent), driver’s license numbers or other government ID numbers;
(e) sensitive personal data (including special categories of personal data defined under Article 9 and criminal offence data defined under Article 10 of the E.U. and U.K. General Data Protection Regulation);
(f) personal data of individuals under 16 years old;
(g) information subject to regulation or protection under the U.S. Gramm-Leach-Bliley Act, U.S. Children’s Online Privacy Protection Act or similar foreign or domestic laws; or
(h) content that violates a third party’s Intellectual Property Rights.
4.3 Productbot Ai may, by itself or by using third party service providers, monitor Customer’s and its Authorized User’s Inputs, Outputs, or other use of the SaaS Solution to ensure compliance with the terms of this Agreement and other applicable governing policies, terms and conditions, Third-Party Material terms and conditions, or otherwise.

5 TRIAL USE

5.1 Customer may receive access to the Solution (or certain Solution features) as a no-fee, trial, alpha, beta or early access offering (“Trial Software”). Unless otherwise agreed, use of the Trial Software is only for Customer’s internal evaluation for the time duration set forth in the applicable Order from the date Customer is first granted access to the Trial Software.
5.2 Any Outputs generated by Customer using the Trial Software may only be used to evaluate the features and functions of the Trial Software and not used to make decisions on any other Customer business matters. The provisions of Section 2.5 as it relates to ownership of Outputs shall not apply when using Trial Software. Upon conclusion of the evaluation, the term of which shall be set forth in an Order, Customer shall cease use of and destroy all such Outputs unless Customer purchases the Solution within three months of access to the Trial Software ending.
5.3 Productbot Ai shall be entitled to cancel Customer’s access to the Trial Software or modify the Trial Software at any time. No warranty, availability, Maintenance or Support obligations of Productbot Ai will apply to Trial Software.
5.4 Customer agrees to provide Feedback related to the Trial Software as reasonably requested by Productbot Ai. Customer grants to Productbot Ai, without charge, the fully paid-up, perpetual right to exploit such Feedback for development of its business, products and services so long as such exploitation does not identify Customer as the source of the Feedback. The Trial Software is subject to the terms of the applicable terms of this Agreement.

6 SUPPORT, MAINTENANCE, SERVICE LEVELS

6.1 Productbot Ai shall provide Support and Maintenance.
6.2 Productbot Ai shall provide the Solution in accordance with the service level requirements available on the Trust Portal.

7 EXPORT

Each party will comply with applicable laws and regulations governing the export, re-export, and transfer of the Solution, any Customer Data affiliated therewith, and any Productbot Ai Materials, and will obtain all required local and extraterritorial authorizations, permits or licenses when doing so.

8 TERM AND TERMINATION

8.1 This Agreement starts on the Effective Date and will continue until terminated in accordance with its terms and as set forth in the Order.
8.2 Each Order shall continue for the Term unless terminated earlier in accordance with the terms of this Agreement.
8.3 Either party shall be entitled to terminate this Agreement and any or all Orders:
(a) for any material breach not cured within 30 days following written notice of the breach; or
(b) immediately upon written notice if the other party becomes the subject of any bankruptcy proceeding or any other proceedings relating to insolvency, administration, liquidation or assignment for the benefit of some or all of its creditors or enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations.
8.4 Productbot Ai shall be entitled to immediately terminate this Agreement and any or all Orders upon written notice:
(a) Upon Customer’s breach of Section 4 (Restrictions on Use) or any Third-Party Terms;
(b) if it believes that it is no longer legal or desirable to continue to operate its business or to offer the Solution for use in or access from the country where Customer is using or accessing the Solution; or
(c) as otherwise permitted in this Agreement.
8.5 Productbot Ai may terminate this Agreement and any applicable Order by providing Customer 30 days’ notice.
8.6 Except as otherwise set out in this Agreement, this Agreement and any applicable Orders are non-cancellable and all fees are non-refundable.
8.7 On termination or expiry of this Agreement for any reason:
(a) this Section 8.7, Section 2.3 and 2.5, Section 12 (Confidentiality), Section 14 (Indemnification), Section 15 (Limitation of Liability), Section 19 (Entire Agreement) and Section 21 (General) will survive alongside any other clauses that are intended to survive termination or expiration or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement;
(b) all licenses granted to Customer to use and access the Solution and any Productbot Ai Materials under this Agreement will immediately terminate and Customer shall immediately cease use of the Solution;
(c) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party, excluding Productbot Ai’s right to use Feedback, Resultant Data, Inputs and Outputs; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination which existed at or before the date of termination will not be affected.
8.8 Termination or expiry of an Order shall not affect the validity of any other Orders or this Agreement.

9 FEES, PAYMENT AND TAXES

9.1 The fees for Maintenance and Support are included in the Solution fees / charged to Customer at the rates set by Productbot Ai in its Support Policy.
9.2 All fees are exclusive of any sales, excise, export, import, value added or similar tax (“Tax”). Productbot Ai shall show any applicable Tax as a separate item on its invoice to Customer.
9.3 Customer will be invoiced for the fees for the Solution and any applicable Tax as set out in the Order. Customer shall pay invoices within 30 days of the invoice date unless disputed in good faith.
9.4 All amounts due under this Agreement shall be paid by Customer in full without any set-off, counterclaim, deduction or withholding.
9.5 Productbot Ai may suspend Customer’s and its Authorized User’s access to Support, Maintenance and the Solution upon written notice to Customer if any payments are not received within 60 days of the date of invoice that has not been disputed in good faith on objectively reasonable grounds.

10 THIRD-PARTY MATERIALS

10.1 Customer and its Authorized Users acknowledge Productbot Ai may from time to time make any Third-Party Materials available to Customer as incorporated into the Solution. For purposes of this Agreement, such Third-Party Materials may be subject to their own terms and conditions, such as Third-Party Terms. If Customer does not agree to abide by the applicable terms for any such Third-Party Materials necessary to use the Solution, then Customer may not use the Solution. If Customer does not agree to any such additional terms and conditions, including any applicable Third-Party Terms, Customer and its Authorized Users may be prohibited from using all or a portion of the Solution at Productbot Ai’s sole discretion and without Productbot Ai’s liability.

11 CUSTOMER DATA

11.1 The parties shall comply with Productbot Ai’s Information Security Policy available on the Trust Portal as well as Productbot Ai’s Data Processing Terms available on the Trust Portal.
11.2 Customer shall comply with all laws and regulations applicable to its use of the Solution.
11.3 Productbot Ai shall only process Customer Data as necessary to perform its obligations under, or otherwise permitted under, the terms of this Agreement, and any Third-Party Terms.
11.4 Customer represents and warrants that it has the necessary rights and permissions to provide the Customer Data to Productbot Ai.
11.5 Not limiting any portion of Section 2.7, Productbot Ai shall be entitled to delete any Customer Data, or, directly or indirectly, and by any lawful means, suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other person’s access to or use of all or any part of the Solution or Productbot Ai Materials, without incurring any resulting obligation or liability, if:
(a) Customer is in breach of Section 4.1 or 4.2;
(b) removal or blocking of the Customer Data, is necessary to protect the security, or integrity of the Solution, Productbot Ai, or any third party;
(c) done in order to respond to law enforcement or any other governmental authority;
(d) Productbot Ai believes, in its sole discretion that: (i) Customer or any Authorized User has failed to comply with this Agreement, Documentation, Third-Party Terms, or other Productbot Ai policies applicable to Customer or its Authorized Users, (ii) Customer or its Authorized Users have accessed or used the Solution beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Documentation; (iii) 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 Solution; or (iii) this Agreement expires or is terminated.
11.6 Productbot Ai shall promptly provide written notice of any action taken in accordance Section 11.5 unless prohibited by applicable law. In the case Productbot Ai is deleting Customer Data, Productbot Ai shall use reasonable endeavors to delete the offending Customer Data without suspending access to the Solution. If access to the Solution is suspended, Productbot Ai shall promptly reinstate Customer’s access after the offending Customer Data has been deleted. Section 11.5 and this Section 11.6 does not limit any of Provider’s other rights or remedies, whether at law, in equity, or under this Agreement

12 CONFIDENTIALITY

12.1 “Confidential Information” means all information of a party or its Affiliates (“Discloser”) disclosed to the other party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably known by the Recipient to be confidential due to the nature of the information and the circumstances surrounding the disclosure.
12.2 The Recipient shall:
(a) not use the Discloser’s Confidential Information for any purpose outside of this Agreement;
(b) not disclose such Confidential Information to any person or entity other than on a need-to-know basis;
(c) ensure that anyone Confidential Information is disclosed to is bound by written obligations of confidentiality in place with the Recipient at least as protective as the terms set forth in this Agreement; and
(d) use reasonable measures to protect the confidentiality of such Confidential Information.
12.3 If the Recipient is required by applicable law, court order or the rules of a stock exchange on which it is listed to make any disclosure of such Confidential Information, it will first, if legally permitted, give written notice to the Discloser. To the extent within its reasonable control, the Recipient shall permit the Discloser to intervene in any relevant proceedings to protect its interests in its Confidential Information.
12.4 Confidential Information will not include information that the Recipient can show:
(a) was rightfully in its possession or known to it prior to receipt without any restriction on its disclosure;
(b) is or becomes publicly known through no breach of this Agreement;
(c) is independently developed without the use of Discloser’s Confidential Information; or
(d) is rightfully obtained from a third party without breach of any confidentiality obligation.
12.5 The Recipient acknowledges that unauthorized disclosure of the Discloser’s Confidential Information could cause substantial harm to the Discloser for which damages would not be an adequate remedy.

13 WARRANTIES

ALL SOLUTIONS, SERVICES, THIRD-PARTY MATERIALS, AND PRODUCTBOT AI MATERIALS ARE PROVIDED “AS IS.” PRODUCTBOT 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. WITHOUT LIMITING THE FOREGOING, PRODUCTBOT AI MAKES NO WARRANTY OF ANY KIND THAT THE SOLUTION, SERVICES OR PRODUCTBOT AI MATERIALS, THIRD-PARTY MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING BUT NOT LIMITED TO USE OF THE MODELS OR OUTPUT RESULTS, 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. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

14 INDEMNIFICATION

14.1 Customer shall indemnify, defend, and hold harmless Productbot Ai and its subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “Productbot Ai Indemnitee”) from and against any and all Losses incurred by such Productbot Ai Indemnitee resulting from any Action (other than an Affiliate of a Productbot Ai Indemnitee) arising out of or resulting from, or are alleged to arise out of or result from:
(a) Customer Data, including any Action or allegation that Customer Data infringes on a third-party’s Intellectual Property Rights, and including any processing of Customer Data by or on behalf of Productbot Ai in accordance with this Agreement;
(b) allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; or
(c) negligence or more culpable act or omission (including gross negligence, recklessness, or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.
14.2 Productbot Ai shall indemnify and defend Customer from and against any and all Losses arising out of or resulting from any Action that the Solution infringes upon or violates Intellectual Property Rights, whether or not the claim, suit, proceeding or allegation is successful. Following notice of a claim or of a threatened or actual suit relating to the infringement, Productbot Ai shall, upon written notice to Customer, at Productbot Ai’s election and expense: (a) procure for Customer the right to continue using the Solution or component, (b) replace or modify the same so that it becomes non-infringing or (c) provide to Customer a refund for all amounts pre-paid hereunder for and in connection with the SaaS Services, its use, maintenance and cessation of use, including all monies paid or expenses incurred by Customer for system integration if neither (a) nor (b) are possible.
14.3 Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to this Section 14, as the case may be. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 14 will not relieve the Indemnitor of its obligations under this Section 14, except to the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of such failure.

15 LIMITATION OF LIABILITY

15.1 Productbot Ai shall have no liability related to Customer’s reliance on predictions, Outputs, or other results made by or derived from the Solution.
15.2 IN NO EVENT WILL PRODUCTBOT AI OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SOLUTION OR OTHER SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; OR (e) LOSS OF GOODWILL OR REPUTATION, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
15.3 IN NO EVENT WILL THE AGGREGATE LIABILITY OF PRODUCTBOT AI AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE LESSER OF (I) THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO PRODUCTBOT AI FOR THE SERVICE TO WHICH THE CLAIM RELATES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (II) THE APPLICABLE INSURANCE CLAIM LIMIT(S) UNDER PRODUCTBOT AI’S INSURANCE POLICY(IES), TO THE EXTENT SUCH INSURANCE POLICIES PROVIDE COVERAGE FOR THE PARTICULAR CUSTOMER OR THIRD-PARTY CLAIM(S). THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16 PRODUCTBOT AI DATA

16.1 When Customers use the Solution Productbot Ai may collect, and process data related to the use of the Solution as detailed in this Section 16. To the extent that this data includes personal data, Productbot Ai is a data controller under the GDPR and the UK GDPR and complies with applicable privacy laws and Productbot Ai’s Privacy Policy found on the Trust Portal.
16.2 Productbot Ai may automatically collect and analyze data about Customers’ usage of the Solution to create Resultant Data, to improve, modify, or otherwise evaluate the Solution.
16.3 Any data of Customer or its Authorized User’s will be subject to the Productbot Ai Privacy Policy available on the Trust Portal and Productbot Ai’s Data Processing Terms available on the Trust Portal.

17 ENTIRE AGREEMENT

17.1 This Agreement and any documents referred to in it are the complete and exclusive statement of the parties’ agreement and supersede all proposals or prior arrangements, understandings or agreements between the parties relating to the subject matter of this Agreement.
17.2 Each party acknowledges that, in entering into this Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance, understanding or warranty (whether in writing or not) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.

18 NOTICES

18.1 All notices required to be given under this Agreement shall be in writing and delivered by hand, email, first class prepaid mail or recorded delivery mail.
18.2 Notices for Productbot Ai shall be sent to support@productbot.ai..
18.3 Notices for Customer shall be sent to the postal or email address on the Order.
18.4 Notice will be deemed given:
(a) when received, if delivered by hand or email; or
(b) the next business day after it is sent, if sent by first class prepaid mail or recorded delivery;
(c) five business days following postage if sent internationally.

19 GENERAL

19.1 Unless it expressly states otherwise, this Agreement does not give rise to any rights for a third party to enforce any term of this Agreement.
19.2 If this Agreement conflicts with any of the terms of any Order, then the terms of the Order will control solely with respect to the Solution and any other services specific to the Order covered by the Order. Any purchase orders issued by Customer shall be deemed to be for Customer’s convenience only and, notwithstanding acceptance of purchase orders by Productbot Ai, shall in no way change, override, or supplement this Agreement.
19.3 Any waiver or modification of the provisions of this Agreement will only be effective if in writing and signed by both parties.
19.4 If the whole or any part of a provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will be unaffected. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
19.5 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
19.6 Productbot Ai is an independent contractor and not an employee of Customer. At no time shall either party make any commitments or incur any charges or expenses for or in the name of the other party, or be considered the agent, partner, joint venture, employer or employee of the other party.
19.7 Customer may not assign this Agreement without the prior written approval of Productbot Ai.
19.8 Neither the Uniform Commercial Code (UCC), the United Nations Convention on Contracts for the International Sale of
Goods nor the Uniform Computer Information Transactions Act (UCITA) will apply to this Agreement.
19.9 Neither party will be responsible for any failure to perform its obligations under this Agreement, except for Customer’s obligation to pay fees due, due to causes beyond its reasonable control including but not limited to acts of any government or government agency such as blocking internet traffic or any webpage, natural disasters catastrophes, pandemics, endemics, civil unrest, national or regional emergency, shortage of adequate power or transportation facilities, server outages, government order law, or action (each a “Force Majeure Event”). The time for performance will be extended for a period equal to the duration of the Force Majeure Event. If a Force Majeure Event continues for more than 30 days, then either party may terminate the relevant Order by giving written notice to the other party.
19.10 Customer agrees that Productbot Ai may refer to Customer by its trade name and logo, and Customer grants Productbot Ai the right to use such name, logo or other Customer indicia to briefly describe Customer’s business in Productbot Ai’s marketing materials and website.
19.11 Customer represents that its signatory whose signature appears on the Order is duly authorized by all necessary corporate or other appropriate action to execute the Order subject to the terms of this Agreement.
19.12 This Agreement is governed by and construed in accordance with the internal laws of the State of Texas 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 Texas. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Austin and County of Travis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
19.13 Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
19.14 Customer acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations under Sections 2, 3, 4 or 12 would cause Productbot Ai irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Productbot Ai will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
19.15 In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.