These Customer Terms and Conditions of Service and Use (“Agreement” or “Terms and Conditions”) are entered into and govern the relationship between KARUMI INC., a Delaware corporation (“KARUMI”), and the customer identified in the applicable Order Form (“Customer” and together with KARUMI, the “Parties,” and each, a “Party”).

WHEREAS, KARUMI provides access to an AI-powered digital platform that enables businesses to deliver personalized, on-demand product demonstrations through digital channels (“KARUMI Platform”);

WHEREAS, KARUMI may also provide implementation, onboarding, support, and other ancillary services as specified in the applicable Order Form (“Ancillary Services” and, together with the access to the KARUMI Platform, KARUMI Technology, and Documentation, “Services”); and

WHEREAS, Customer desires to retain KARUMI to provide the Services.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the Parties agree as follows:

1.     Definitions. For purposes of this Agreement: 

1.1.     “Affiliate” means, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person. “Control” means, with respect to any Person, the power to direct or cause the direction of the management and policies of such Person, through the direct or indirect ownership or control of at least fifty percent (50%) of the voting securities of such Person.

1.2.     “Authorized Users” means Customer’s employees, consultants, contractors, agents, customers, prospective customers, end users, or other individuals who are authorized by Customer to access, use, or interact with the Services, whether directly or through Customer’s digital channels, websites, applications, or other interfaces, in each case subject to the terms of this Agreement and the applicable Order Form.

1.3.     “Confidential Information” means any and all technical, business, client or proprietary information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), directly or indirectly, including, but not limited to, information regarding the Disclosing Party’s business strategies and practices, methodologies, trade secrets, know-how, pricing, technology, software, product plans, services, relationships with any third party, client lists and information regarding the Disclosing Party’s employees, clients, vendors, consultants and Affiliates regardless of whether such information is marked “confidential” or some other proprietary designation, but which by its nature is information that would reasonably be considered to be confidential information of the Disclosing Party. In the case of KARUMI, Confidential Information includes the KARUMI Platform, KARUMI Technology, and Documentation. In the case of Customer, Confidential Information includes Customer Data.

1.4.     “Customer Data” means information, data, prompts, inputs, communications, recordings, transcripts, files, and other materials, submitted, uploaded, transmitted, collected, or otherwise received from Customer or Authorized Users through the Services, including data generated from such materials in connection with providing the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

1.5.     “Data Protection Laws” means all applicable privacy, data protection, data security, breach notification, electronic communications, and similar laws and regulations relating to the collection, use, processing, storage, disclosure, transfer, protection, or other handling of Personal Data under this Agreement.

1.6.     “Documentation” means the user guides, technical instructions, policies, or other materials that KARUMI makes available for use with the Services.

1.7.     “Intellectual Property” means all patents, trade secrets, trademarks, domain names, original works of authorship and related copyrights, and any other intangible property in which any person holds proprietary rights, title, interests, or protections, however arising, pursuant to the laws of any jurisdiction throughout the world. 

1.8.     “Intellectual Property Rights” means all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any Intellectual Property, in any jurisdiction throughout the world. 

1.9.     “KARUMI Technology” means all software, algorithms, models, systems, platforms, databases, interfaces, tools, methods, processes, designs, know-how, documentation, and other technologies and Intellectual Property used, developed, licensed, or otherwise made available by or on behalf of KARUMI in connection with the Services, including any Third-Party Technology incorporated into or used to provide the Services, together with all modifications, enhancements, updates, improvements, derivative works, and other developments relating thereto. For the avoidance of doubt, KARUMI Technology includes Resultant Data, but does not include Customer Data.

1.10.  “Person” means any natural person, general or limited partnership, corporation, limited liability company, limited liability partnership, firm, association or organization or other legal entity.

1.11.  “Personal Data” means any information related to this Agreement, including Customer Data and Resultant Data, that constitutes “personal data,” “personal information,” or a similar term under applicable Data Protection Laws.

1.12.  “Resultant Data” means data and information related to Customer’s and Authorized Users’ access to or use of the Services that KARUMI uses in an aggregated, anonymized, de-identified, statistical, technical, usage, telemetry, performance, or analytical manner, including to operate, improve, support, and analyze the Services, provided that such data does not identify Customer or any Authorized User.

1.13.  “Seat” means the right for one (1) Authorized User who is an employee, consultant, contractor, or agent of Customer to access designated features of the Services through an individual account established in accordance with KARUMI's account registration procedures, as may be updated from time to time. The total number of Seats purchased by Customer shall be set forth in the applicable Order Form.

1.14.  “Security Incident” means a Customer Data or Confidential Information breach or any unauthorized access or breach of security leading to, or reasonably believed to have led to, the theft, accidental or unlawful destruction loss, alteration, unauthorized disclosure or access to any Customer Data or Confidential Information processed by KARUMI under or in connection with the Agreement.

1.15.  “Third-Party Technology” means materials and information, in any form or medium, including any open-source or other software, AI tools and large language models (“LLMs”), documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to KARUMI.

2.     Structure of the Agreement.

2.1.   Master Agreement and Order Forms. This Agreement is a master agreement under which the Parties may enter into multiple separate transactions by executing Order Forms for each transaction (each, an “Order Form”). Each Order Form will constitute a separate and severable contract which incorporates the terms and conditions of this Agreement.  Notwithstanding the foregoing, the Parties agree that no term of any Order Form will change the terms of this Agreement in any way unless the Order Form: (1) references the specific term to be changed, (2) states the intent for the Order Form to change such term, and (3) details the proposed changes. Any such change by the Order Form will only apply to that respective Order Form. In the event of any conflict between the terms of an Order Form and the terms of this Agreement, this Agreement will prevail, except to the extent the Order Form expressly modifies this Agreement.

2.2.   Amendments to Order Forms. Any modifications to an Order Form mutually agreed upon by the Parties shall be formalized through a written amendment to the respective Order Form pursuant to Section 13.8 of this Agreement (“Amended Order Form”). The Amended Order Form must detail the specific changes to the Services, including without limitation any adjustments to the Services, Fees, and Term. An Amended Order Form shall not be deemed effective until it is documented in writing and duly executed by an authorized representative of both the Customer and KARUMI. The executed Amended Order Form shall constitute the complete and exclusive agreement between the Parties regarding the subject matter of the applicable Order Form, thereby superseding all prior oral or written agreements, negotiations, or representations concerning that subject matter.

2.3.   Affiliates. The Parties agree that Affiliates may procure additional Services relating to their business and operations pursuant to the terms and conditions of this Agreement upon execution of an Order Form by an Affiliate, in which case such Affiliate will be deemed to be a party hereunder with the same rights and obligations as Customer, and the terms of this Agreement will be incorporated into the Order Form executed by the Affiliate.

3.     Services

3.1.  Order Form. KARUMI shall use commercially reasonable efforts to provide the Services in accordance with the applicable Order Form and this Agreement. Additional or Amended Order Forms are effective only when signed by both Parties.

3.2.  Access and Use. Subject to this Agreement and the applicable Order Form, KARUMI hereby grants Customer, during the Term, a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer’s business purposes, including product demonstrations and related interactions. Customer may permit Authorized Users to access and use the Services within the roles, permissions, Seats, usage volumes, and other limits set forth in the applicable Order Form. Customer is responsible for Authorized Users’ acts, omissions, and compliance with this Agreement.

3.3.  Hosting, Maintenance, Support, and Service Levels. Unless otherwise stated in the applicable Order Form, KARUMI will host, operate, maintain, support, and make generally available upgrades, enhancements, and error corrections for the KARUMI Platform. Any service levels, support commitments, response targets, uptime commitments, or service credits apply only to the extent expressly set forth in the Service Level Agreement attached as Exhibit A, and any service credits will be Customer’s sole and exclusive remedy for any failure to meet such service levels.

3.4.  Ancillary Services. KARUMI may provide Ancillary Services as described in the applicable Order Form, including implementation, onboarding, configuration, integration, specialized support, communications channels, and periodic videoconference meetings. Each Order Form will describe the Fees, expenses, assumptions, and dependencies applicable to such Ancillary Services.

3.5.  Customer Responsibilities. Customer shall be responsible for obtaining and maintaining the Internet access, systems, credentials, customer-facing terms, notices, disclosures, consents, policies, and other requirements necessary for Customer and Authorized Users to access and use the Services. Customer is also responsible for maintaining the confidentiality of Customer's and Authorized Users’ access credentials and for all activities conducted through such accounts.

3.6.   Third-Party Technology. The Services may incorporate, rely upon, or interoperate with Third-Party Technology, which may be subject to separate terms and conditions. KARUMI does not own or control any Third-Party Technology and is not responsible for its availability, performance, accuracy, outputs, or terms. Customer’s use of any Third-Party Technology is subject to the applicable third-party terms.

3.7.  Changes. KARUMI may modify the Services from time to time, provided that such modifications do not materially reduce the core functionality purchased under the applicable Order Form. Notwithstanding the foregoing, KARUMI may make changes required to comply with applicable law, address security risks, prevent misuse, maintain or improve the Services, or respond to changes in Third-Party Technology.

3.8.  Suspension. KARUMI may suspend Customer’s or any Authorized User’s access to all or part of the Services if: (a) required by law, court order, governmental request, or third party provider requirement; (b) Customer or any Authorized User fails to comply with this Agreement or the applicable Order Form; (c) Customer’s or any Authorized User’s use of the Services creates a security, legal, operational, or reputational risk; (d) Customer or any Authorized User uses the Services in a fraudulent, misleading, abusive, or unlawful manner; or (e) Customer fails to pay any undisputed Fees when due and such failure continues for five (5) calendar days after written notice. Suspension does not limit any other right or remedy available to KARUMI.

4.     Restrictions

4.1.  Use Restrictions. Customer and its Authorized Users shall not, and shall not permit any other Person to, access or use the Services, except as expressly permitted by this Agreement and, in the case of Third-Party Technology, the applicable third-party terms and conditions. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:

(i)       copy, modify, or create derivative works or improvements of the Services.

(ii)     rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

(iii)    reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part;

(iv)    bypass or breach any security device or protection used by the Services, or access or use the Services, other than by an Authorized User through the use of his or her own then valid access credentials;

(v)     input, upload, transmit, or otherwise provide to or through Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code;

(vi)    damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, or KARUMI’s provision of the Services to any third party, in whole or in part;

(vii)   remove, delete, alter, or obscure any trademarks, specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other Intellectual Property or proprietary rights notices from the Services;

(viii) access or use the Services, in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other KARUMI customer), or that violates any applicable law; or

(ix)    access or use the Services for purposes of competitive analysis of the Services, or the development, provision, or use of a competing software service or product or any other purpose that is to KARUMI’s detriment or commercial disadvantage.

4.2.  Export. Further, Customer may not remove or export from the U.S. or allow the export or re-export of the Services, or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, or any other U.S. or foreign agency or authority.  As defined in FAR section 2.101, the Services are “commercial items” and according to DFARS section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation”.  Consistent with DFARS section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by this Agreement and will be prohibited except to the extent expressly permitted by this Agreement.

5.     Fees and Payment.

5.1.  Fees. Customer shall pay KARUMI the fees set forth in the applicable Order Form (“Fees”), subject to the terms of this Section 5.

5.2.  Payment. Customer shall pay all Fees in accordance with the payment terms set forth in the applicable Order Form. If the applicable Order Form does not specify payment terms, all invoices shall be due and payable within fifteen (15) calendar days following the date of the applicable invoice. Unless otherwise specified in the applicable Order Form, all payments shall be made in U.S. Dollars by ACH, wire transfer, credit card, or such other payment method approved by KARUMI. Customer shall remit payment to the account or address specified in the applicable Order Form, invoice, or as otherwise designated by KARUMI in writing from time to time.

5.3.  Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available: (a) KARUMI may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (b) Customer shall reimburse KARUMI for all costs incurred by KARUMI in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. KARUMI’s suspension rights for non-payment are set forth in Section 3.8.

5.4.  Fee Increases. Unless otherwise stated in the applicable Order Form, KARUMI may increase Fees for any Renewal Term by providing prior written notice to Customer, at least thirty (30) calendar days prior to the commencement of such Renewal Term, and the applicable Order Form shall be deemed amended accordingly.

5.5.  No Deductions or Setoffs. All amounts payable to KARUMI under this Agreement shall be paid by Customer to KARUMI in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).

5.6.  Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on KARUMI’s income. 

5.7.  Usage Excess. If Customer’s use of the Services exceeds the Services capacity set forth on the applicable Order Form or otherwise requires additional Services that entail the payment of additional fees, Customer shall be billed for such usage in accordance with the applicable Order Form, and Customer agrees to pay the additional fees in the manner provided in this Section.

5.8.  Reimbursement of Expenses. Customer will reimburse KARUMI for any reasonable out-of-pocket expenses approved by Customer prior to being incurred by KARUMI for the performance of the Services.

6.     Ownership and Intellectual Property.

6.1.  KARUMI Ownership. All right, title, and interest in and to the Services, including all Intellectual Property Rights therein, are and will remain with KARUMI and, with respect to Third-Party Technology, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Technology. Customer has no right, license, or authorization with respect to any of the Services except as expressly set forth in Section 3.2 or the applicable third-party license, in each case subject to Section 4. All other rights in and to the Services are expressly reserved by KARUMI. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to KARUMI an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

6.2.  Customer Data. As between Customer and KARUMI, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in 6.3.

6.3.  Consent to Use Customer Data. Customer hereby grants KARUMI and its employees, consultants, contractors, and agents, the rights and permissions in and to Customer Data necessary to provide, operate, maintain, secure, support, improve, and perform the Services, to enforce this Agreement, to exercise KARUMI’s rights and perform KARUMI’s obligations hereunder, to create Resultant Data, and to comply with applicable law.

6.4.  Feedback. Any feedback provided by Customer or any Authorized User is not confidential, Customer Data, or Customer’s Intellectual Property. KARUMI may use, disclose, exploit, or incorporate such feedback without restriction, compensation, or attribution.

7.     Confidentiality and Security.

7.1.  Confidential Information. During the Term and thereafter, each Party will treat as confidential all Confidential Information of the other Party, will not use such Confidential Information except as expressly set forth herein or otherwise authorized in writing, will implement reasonable procedures to prohibit the unauthorized use, disclosure, duplication, misuse or removal of the other Party’s Confidential Information and will not disclose such Confidential Information to any third party except as necessary and required in connection with the rights and obligations of such Party under this Agreement, and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the foregoing, each of the Parties will use at least the same procedures and degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under this Agreement, but in no event less than reasonable care. Except as expressly authorized in this Agreement, neither Party will copy Confidential Information of the other Party without the Disclosing Party’s prior written consent.

7.2.  Exclusions. Except as otherwise provided below, Confidential Information will not include, or will cease to include, as applicable, Confidential Information that the Receiving Party can document and prove: (a) is or becomes generally available to the public through no improper action or inaction by the Receiving Party; (b) was known by the Receiving Party or in the Receiving Party’s possession prior to receipt of the Disclosing Party’s Confidential Information as shown by the Receiving Party’s business records kept in the ordinary course; (c) is disclosed with the prior written approval of the Disclosing Party; (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information and provided that the Receiving Party can demonstrate such independent development by documented evidence prepared contemporaneously with such independent development; or (e) becomes known to the Receiving Party from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights.

7.3.  Compelled Disclosures. The Receiving Party may disclose Confidential Information of the other Party only pursuant to the order or requirement of a court, administrative agency, or other governmental body and only provided that the Receiving Party provides prompt, advance written notice thereof to enable the Disclosing Party to seek a protective order or otherwise prevent such disclosure. In the event such a protective order is not obtained by the Disclosing Party, the Receiving Party will disclose only that portion of the Confidential Information which its legal counsel advises that it is legally required to disclose. Confidential Information so disclosed will continue to be deemed Confidential Information as between the Parties hereto.

7.4.  Information Security. KARUMI will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction, in accordance with KARUMI’s data privacy and security policies, as amended from time to time, including but not limited to KARUMI’s Privacy Policy. Parties further agree that Customer Data may be hosted, stored, processed, or transmitted through third party cloud providers and other subprocessors that meet or exceed SOC 2 Type II standards.

7.5.  Personal Data. Notwithstanding the foregoing, to the extent KARUMI processes Personal Data within Customer Data on Customer’s behalf in connection with the Services, KARUMI shall:

(i)     collect, use, process, store, disclose, transfer, protect, or otherwise handle such Personal Data solely as necessary to provide the Services, perform its obligations under this Agreement and the applicable Order Form, and otherwise as permitted by this Agreement or applicable Data Protection Laws;

(ii)   implement and maintain appropriate technical and organizational security measures designed to protect such Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, such Personal Data, in accordance with applicable Data Protection Laws;

(iii)  maintain the duty of confidentiality in relation to Personal Data that is subject to processing, which will survive even after the termination of this Agreement; and refrain from communicating, disclosing, transferring or assigning Personal Data to third Parties, unless (A) as necessary to provide the Services, including through KARUMI’s Affiliates, subprocessors, and Third-Party Technologies engaged by KARUMI; (B) KARUMI has the prior, express and written authorization of the Customer; or (C) the disclosure is required by applicable law or a valid legal order.

7.6.  Security Incident. Without limiting any obligation of KARUMI under this Agreement if KARUMI becomes aware of a Security Incident affecting Customer Data or Customer’s Confidential Information, KARUMI shall notify Customer without undue delay and, in any event, within seventy-two (72) hours after becoming aware of such Security Incident. KARUMI shall provide information regarding the Security Incident that is available to KARUMI at the time of notice and shall provide additional information as it becomes available. Furthermore, KARUMI shall cooperate with Customer in connection with Customer’s efforts to comply with applicable Data Protection Laws.

7.7.  Customer Control and Responsibility. Customer is responsible for: (a) Customer Data, and its content, accuracy, legality, and use; (b) Customer’s products, services, websites, applications, communications, product claims, offers, scripts, prompts, configurations, and other materials made available through or in connection with the Services; (c) all Authorized User relationships, including customer-facing terms, notices, consents, disclosures, and privacy practices; (d) obtaining and maintaining all systems, internet access, permissions, notices, consents, legal bases, and authorizations required for Customer and Authorized Users to use the Services and for KARUMI to process Customer Data as contemplated by this Agreement; and (e) maintaining the confidentiality and security of Customer’s and Authorized Users’ access credentials.

8.     Representations and Warranties.

8.1.  Mutual Representations and Warranties. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has authority to enter into and perform this Agreement; and (c) this Agreement is binding and enforceable against it in accordance with its terms.

8.2.  Additional KARUMI Representations, Warranties, and Covenants. KARUMI represents, warrants, and covenants to Customer that KARUMI shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Ancillary Services in a professional and workmanlike manner. Notwithstanding the foregoing, the Services may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance, maintenance by third-party providers, or other causes beyond KARUMI’s reasonable control, but KARUMI shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. KARUMI further represents and warrants that, to its knowledge, the KARUMI-owned portions of the Services, as provided by KARUMI and used by Customer in accordance with this Agreement, do not infringe, misappropriate, or otherwise violate any U.S. Intellectual Property Rights of any third party.

8.3.   Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to KARUMI that, to the knowledge of Customer, Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by KARUMI and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights, of any third party or violate any applicable law. Customer further acknowledges that it shall provide all notices, obtain all consents and authorizations, and establish all legal bases required for: (a) Customer to make the Services available to Authorized Users; (b) Customer and Authorized Users to provide Customer Data to KARUMI; and (c) KARUMI to process Customer Data as contemplated by this Agreement, the applicable Order Form, Customer is responsible for reviewing and approving the manner in which its products, services, and offerings are presented through the Services.

9.     DISCLAIMER OF WARRANTIES; NO RELIANCE. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 8.1 AND 8.2, ALL SERVICES ARE PROVIDED “AS IS”. KARUMI 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, KARUMI MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY TECHNOLOGY. WITHOUT LIMITING THE FOREGOING, KARUMI DOES NOT WARRANT THAT ANY AI-GENERATED OR AI-ASSISTED OUTPUT WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR SUITABLE FOR CUSTOMER’S OR ANY AUTHORIZED USER’S INTENDED PURPOSE WITHOUT CUSTOMER REVIEW. CUSTOMER IS RESPONSIBLE FOR REVIEWING, APPROVING, AND DETERMINING THE SUITABILITY OF ANY AI-GENERATED OR AI-ASSISTED OUTPUTS, PRODUCT DEMONSTRATIONS, CLAIMS, RECOMMENDATIONS, SUMMARIES, CLASSIFICATIONS, SCORES, OR OTHER RESULTS GENERATED THROUGH THE SERVICES BEFORE RELYING ON THEM OR MAKING THEM AVAILABLE TO ANY AUTHORIZED USER OR THIRD PARTY. KARUMI DOES NOT GUARANTEE ANY BUSINESS OUTCOME, CONVERSION, REVENUE, DEMONSTRATION BOOKING, CUSTOMER ENGAGEMENT, USER DECISION, OR OTHER COMMERCIAL RESULT.

10.  Indemnification.

10.1.    KARUMI Indemnification. KARUMI shall indemnify, defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, permitted successors, and permitted assigns (each, a “Customer Indemnitee”) from and against any and all losses incurred by a Customer Indemnitee resulting from any action by a third party (other than an Affiliate of a Customer Indemnitee) that Customer’s or an Authorized User’s use of the Services (in accordance with this Agreement infringes or misappropriates such third party’s U.S. Intellectual Property Rights, to the extent that such losses arise out of or result from, or are alleged to arise out of or result from: (a) material breach by KARUMI of any obligations set forth in this Agreement; or (b) gross negligence or more culpable act or omission of KARUMI (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement. The foregoing obligation of indemnification does not apply to the extent that the alleged infringement arises from: (i) Third-Party Technology or Customer Data; (ii) access to or use of the Services in combination with any hardware, system, software, network, product, service, or other materials not provided by KARUMI or specified for Customer’s use in the Documentation, where the alleged infringement would not have arisen but for such combination; (iii) any specifications, instructions, requirements, materials, or other information provided by or on behalf of Customer, or any Services developed, configured, or modified in accordance therewith; (iv) modification of the Services other than by or on behalf of KARUMI or with KARUMI’s prior written approval; (v) failure to timely implement any modifications, upgrades, replacements, enhancements, or other updates made available by or on behalf of KARUMI; (vi) Customer’s continued use of the Services after KARUMI has notified Customer of the alleged or potential infringement and provided a non-infringing alternative, modification, replacement, or workaround; (vii) Customer’s willful, reckless or negligent acts or omissions; (viii) Customer’s bad faith failure to comply with any of its obligations set forth in this Agreement; or (ix) any act, omission, or other matter described in Section 10.2, whether or not the same results in any action against or losses by any KARUMI Indemnitee.

10.2.    Customer Indemnification. Customer shall indemnify, defend, and hold harmless KARUMI and KARUMI’s officers, directors, employees, agents, successors, and assigns (each, a “KARUMI Indemnitee”) from and against any and all losses incurred by such KARUMI Indemnitee resulting from any action by a third party (other than an Affiliate of a KARUMI Indemnitee) to the extent that such losses arise out of or result from, or are alleged to arise out of or result from: (a) material breach by Customer of any obligations set forth in this Agreement; (b) gross negligence or more culpable act or omission of Customer (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; (c) Customer Data, including any processing of Customer Data by or on behalf of KARUMI in accordance with this Agreement; (d) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including KARUMI’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by KARUMI; or (e) any action or claim by or on behalf of an Authorized User arising out of or relating to Customer’s products, services, websites, applications, communications, notices, consents, privacy practices, or Customer’s relationship with such Authorized User. The foregoing obligation does not apply to the extent that the losses arise from: (i) KARUMI’s willful, reckless, or negligent acts or omissions; or (ii) KARUMI’s bad faith failure to comply with any of its obligations set forth in this Agreement.

10.3      Indemnification Procedures. A Party seeking indemnification under this Section 10 (“Indemnified Party”) shall give the Party from whom indemnification is sought (“Indemnifying Party”): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party’s rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense.

10.4      Sole Remedy. THIS SECTION 10 SETS FORTH CUSTOMER’S SOLE REMEDIES AND KARUMI’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 

11.  Limitations of Liability.

11.1.    EXCLUSION OF DAMAGES. IN NO EVENT WILL KARUMI 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: (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 SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, 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.

11.2.    CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 11.3, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF KARUMI 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 TOTAL AMOUNTS PAID BY CUSTOMER TO KARUMI UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 

11.3.    Exceptions. The exclusions and limitations in 11.1 and 11.2 do not apply to Customer’s payment obligations, Customer’s breach of Section 4, either Party’s gross negligence, willful misconduct, or fraud.

12.  Term and Termination.

12.1.    Initial Term. The initial term of this Agreement shall commence on the date established on the applicable Order Form (“Effective Date”) and shall continue for the period specified in the applicable Order Form (“Initial Term”), unless earlier terminated in accordance with this Agreement.

12.2.    Renewal Term. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive renewal terms of the duration specified in the applicable Order Form (each, a "Renewal Term" and, together with the Initial Term, "Term"), unless: (A) the applicable Order Form provides otherwise; (B) either Party provides written notice of its intent not to renew at least fifteen (15) calendar days prior to the expiration of the then-current Renewal Term; or (C) this Agreement is otherwise terminated in accordance with its express provisions.

12.3.    Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

(i)     either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach;

(ii)   Notwithstanding the foregoing, KARUMI may terminate this Agreement, effective immediately upon written notice to the Customer, if Customer: (a) fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after KARUMI’s delivery of written notice thereof; or (b) breaches any of its obligations under 3.2, 3.5, 4, 6, 7, or 8.3; and

(iii)  either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

12.4.    Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

(i)       all rights, licenses, consents, and authorizations granted by either Party to the other hereunder will immediately terminate, and KARUMI may disable all Customer and Authorized User access to the Services;

(ii)     KARUMI shall cease all use and processing of any Customer Data and Customer’s Confidential Information, except as necessary to comply with applicable law, or KARUMI’s ordinary-course backup, archival, legal, compliance, security, or dispute-resolution practices. Upon Customer’s written request, KARUMI shall delete or return Customer Data and Customer’s Confidential Information. For clarity, KARUMI’s obligations under this Section do not apply to Resultant Data;

(iii)    Customer shall cease all use of the Services and KARUMI’s Confidential Information and, at KARUMI’s written request, destroy all Documentation, KARUMI’s Confidential Information, or any other documents and tangible materials containing, reflecting, incorporating, or based on the Services and KARUMI’s Confidential Information;

(iv)    if Customer terminates this Agreement pursuant to Section 12.3(i) due to KARUMI’s uncured material breach, Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination. Notwithstanding the foregoing, except as expressly provided in this Agreement or the applicable Order Form, all Fees paid or payable by Customer are non-cancellable and non-refundable.

(v)     if KARUMI terminates this Agreement pursuant to 12.3(i) due to Customer’s uncured material breach or pursuant to Section 12.3(ii), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously accrued but not yet paid Fees, on receipt of KARUMI’s invoice therefor.

12.5.    Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: 1, 4, 5, 6, 7, 9, 10, 11, 12.4, 12.5, and 13.

13.  Miscellaneous.

13.1.    Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

13.2.    Publicity. Neither Party may issue or release any announcement, statement, press release, or other publicity or relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other Party’s trademarks, or similar identifiers without prior written consent, not to be unreasonably withheld; provided, however, that either Party may identify the other Party, including through its name and logo, as a customer or service provider in customer or vendor lists, pitch decks, websites, and other marketing materials unless the other Party opts out in writing, after which such use must cease within a commercially reasonable period.

13.3.    Notices. Notices under this Agreement must be in writing and sent to the address, email address, and contact specified in the applicable Order Form, or as later designated by notice. Notices are deemed given when: (a) received, if delivered by hand, with signed confirmation of receipt; (b) received, if sent by a nationally recognized overnight courier, signature required; (c) sent, if by email (with confirmation of transmission), if sent during the addressee's normal business hours, and on the next business day if sent after the addressee's normal business hours; and (d) on the first day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

13.4.    Entire Agreement. This Agreement, together with the applicable Order Form or amended Order Form, if applicable, any applicable service level exhibit, and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

13.5.    Assignment. Neither Party may assign or transfer any of its rights or obligations under this Agreement at any time without the prior written consent of the other Party, which consent may not be unreasonably withheld. Notwithstanding the foregoing, a Party may assign or transfer this Agreement without the consent of the other Party provided that such assignment or transfer is to a successor in interest by reason of merger, acquisition or amalgamation, and provided the transferee or assignee assumes all obligations of the transferring or assigning Party under this Agreement. Any purported assignment or transfer in violation of this Section shall be null and void.

13.6.    Force Majeure. In no event will either Party be liable to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in performing this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control (“Force Majeure Event”), including (i) acts of God; (ii) flood, fire, earthquake, epidemics, pandemics, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power facilities. Either party may terminate this Agreement if a Force Majeure Event affecting the other Party continues substantially uninterrupted for a period of thirty (30) calendar days or more. In the event of any failure or delay caused by a Force Majeure Event, the affected Party shall give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

13.7.    No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

13.8.    Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving.

13.9.    Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the remaining provisions will remain in effect. The Parties will negotiate in good faith to replace the affected provision with a valid provision that most closely reflects the original intent.

13.10. Governing Law; Jurisdiction. This Agreement is governed by and construed in accordance with Delaware law, without regard to conflict-of-law rules. Any legal action arising out of or relating to this Agreement will be instituted exclusively in the federal or state courts located in Delaware, and each Party irrevocably submits to such exclusive jurisdiction. 

13.11. WAIVER OF JURY TRIAL. 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.

13.12. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.