To discuss any of these terms, please reach out to your point of contact at SpotDraft. Please do not download or redline this document. 

SOFTWARE SERVICES AGREEMENT 

This Software Services Agreement, along with the Order Form or similar document (including any other agreements) executed between Draftspotting Inc. (“Company”) and you (the “Customer”) shall together be called the “Agreement” and shall be effective as of the Subscription Effective Date of the first Order Form. The term “Customer” includes its affiliates as specified in the Order Form.

1. SOFTWARE SERVICES 

1.1 Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to provide Customer a cloud-based web platform for providing contract management and workflow-related services, as specified in the applicable Order Form (“Services”) and detailed in Exhibit B, and in accordance with the Service Levels attached hereto as Exhibit A.

1.2 Additional Services may be availed by entering into one or more separate order forms or by amending an existing Order Form. 

1.3 Where applicable, integration and custom Services beyond the scope of the Order Form will need to be agreed in writing and signed prior to commencement of such additional Services through a separate order form or order form addendum, which will detail the terms and conditions of such integrations and/or custom Services, including but not limited to the feasibility, cost, timelines, commercials, scope of work and integrations flow, prior to initiating such integration. Such order form or order form addendum may provide for services as either a time and materials or fixed price arrangement (one-time or recurring) depending on the additional scope.  

2. RESTRICTIONS AND RESPONSIBILITIES 

2.1 Customer and its Authorised Users may access and use the Services solely for Customer’s own business purposes in accordance with the Agreement. “Authorised User” means an employee or contractor of Customer that Customer has registered on Company’s platform to access and use the Services. “Authorised User” may mean a “User” or a “Collaborator”. Users can request, create, edit and upload contracts on SpotDraft from the platform or via integrations. Collaborators can sign, comment, approve and view  contracts. Each user account is associated with a unique email address. Customer shall not permit any employee, contractor, or personnel, other than an Authorised User, to use or access the Services. Sharing accounts between individuals is also not permitted.

2.2 Customer shall not, and shall ensure that its users, employees, contractors, and agents, do not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); (ii) copy, modify, distribute, translate, monetise, rent, lease, license, resell, or create derivative works based on the Services or any Software (or any derivative works thereof); (iii) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (iv) remove any proprietary notices or labels; (v) permit users to share passwords and other authentication credentials; (vi) introduce applications that interact with, or combine applications with, the Services which applications negatively affect the speed or performance of the Services; or (vii) attempt to interfere with or disrupt the Services (or any associated systems or networks) or use the Services other than directly for Customer’s benefit. Customer shall promptly notify Company of any suspected violation of this Agreement by Customer or its personnel and shall cooperate with Company to address the suspected violation.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with this Agreement, and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Services, the Company may do so for the purpose of ascertaining compliance with this Agreement, and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.   

2.4 Customer shall be responsible for maintaining the security and confidentiality of the Customer accounts, passwords (including but not limited to administrative and user passwords) and files, and for all actions undertaken in and uses of Customer accounts. 

2.5 Customer acknowledges and agrees that it has sole authority and responsibility for all data, documents, and content (including any personal data of third parties) that it or its personnel upload, disclose, store, modify, or delete through the Services. The Services and Software operate solely as a technology platform that enables such actions, and the Company does not control or influence the content, purpose, or manner of such use.

2.6 Customer shall ensure that it obtains and maintains all necessary rights, permissions, and consents (including from third parties and data subjects) required for uploading, deleting, editing, and storing, or otherwise using or processing any Customer Data or third-party data in connection with the Services.        

3. CONFIDENTIALITY; PROPRIETARY RIGHTS 

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, financial, or other information relating to the Disclosing Party’s business which are confidential and/or proprietary (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Company includes non-public information regarding features, functionality, pricing, and performance of the Services, associated services, implementation plans, and the concepts, techniques, ideas, and know-how embodied in the Software. It also includes all elements of the Software or Services, or any copies, reproductions, improvements, modifications, adaptations, translations, and other derivative works thereof. Confidential Information of Customer includes non-public data, documents, and other information that is uploaded by the Customer on the Company’s platforms for the provision of the Services by the Company (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without fault of Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party. 

3.2 Customer shall own all rights, title and interest in and to the Customer Data. Company shall own and retain all rights, title and interest in and to (i) Company Confidential Information, (ii) the Services and Software, all improvements, enhancements or modifications thereto, (iii) any software, applications, inventions or other technology developed in connection with providing Customer implementation and integration support for using the Services, and (iv) all intellectual property rights related to any of the foregoing. 

3.3 If Receiving Party is requested or required to disclose any Confidential Information by law, regulation or by any judicial, governmental, supervisory or regulatory body or stock exchange, or in the case of a subpoena or other bonafide judicial process, Receiving Party shall, to the extent reasonably practicable and permitted by applicable law, notify Disclosing Party in advance of any such disclosure so that Disclosing Party may seek to limit such disclosure. 

3.4 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data relating to the provision, use and performance of various aspects of the Services and related systems and technologies for the purpose of (i) using such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclosing or using such data solely in aggregate or other de-identified form in connection with its business, provided that such aggregate or other de-identified form does not incorporate any Customer personal data, contract data, or other Customer Confidential Information, or identify Customer in any way. No rights are granted except as expressly set forth herein.

4. PAYMENT OF FEES 

4.1 For the Initial Service Term (as specified in the Order Form), and any renewal term (if applicable) Customer will pay Company the then applicable fees described in the Order Form, in advance, for the Services in accordance with the terms herein and in the Order Form (the “Fees”). The Fees or any other applicable charges are excluding applicable taxes. If any withholding or deduction at source is required under law, Customer shall gross up the amount paid to the Company such that the amount received by the Company after withholding or deduction at source is equivalent to the Fees. In such a case, Customer shall make necessary disclosures / filings under law to record such withholding or deduction at source, and provide Company with evidence of the same. The Fees will be escalated at the rate set forth in the Order Form, and if no such rate is specified in the Order Form, the Fees will be escalated at a mutually agreed rate. 

4.2 Company shall bill through an invoice, in which case, full payment for invoices issued must be received by Company in accordance with the payment terms mentioned in the Order Form. The Customer shall, within 10 days from the date of receipt of the invoice, notify the Company of any disputed amounts, along with an explanation of the reasons for such dispute, and shall be liable to pay such disputed amounts, upon resolution of the dispute. Unpaid amounts which are undisputed may be subject to either (i) a finance charge of 1.5% per month, plus all expenses of collection; or (ii) immediate termination or suspension of Service if the payment default is not cured within 10 days from the due date of payment.

5. TERM AND TERMINATION 

5.1 Term. This Agreement shall be valid and effective for the Initial Service Term (and for any renewal term, as applicable) specified in the Order Form, and shall continue to be effective unless earlier terminated by either party in accordance with this section 5 ("Term").

5.2 Termination for breach. Either party may terminate this Agreement upon thirty (30) days’ notice (or with 10 days’ notice in the case of non-payment by the Customer), if the other party materially breaches any of the terms of this Agreement (and does not cure such breach within such notice period). Notwithstanding anything contained herein, the Company may, at its reasonable discretion, suspend Services in case of any material non-compliance or breach by the Customer of the terms of this Agreement, provided that Company shall: (i) provide a written notice of seven (7) days to the Customer providing reasons for such suspension and only proceed with suspension if the Customer does not resolve the breach or violation within the aforementioned period, or (ii) provide a shorter or contemporaneous written notice for suspension if the Company determines in its reasonable commercial judgment that such shorter notice is necessary to protect the Company or its other customers from operational, legal, or security risk. Company shall work, in good faith, with Customer to resolve any such issue and restore access as soon as possible after the resolution of the issue.

5.3 Termination for convenience. The Customer may terminate the Agreement for its convenience by providing 60 (sixty) days prior written notice to the Company provided that  Customer shall pay in full for the Services for the remaining portion of the Term. 

5.4 Consequences of termination. If the Customer has validly terminated this Agreement under section 5.2, the Company will provide Customer a refund of any prepaid, unused fees for the Services. No refunds shall be made where the Company terminates this Agreement under Section 5.2 or the Customer terminates the Agreement for convenience, and the Customer shall  make payment of all Fees for the remaining portion of the Term immediately on receipt or issuance of termination notice (as applicable).

(i) Upon any termination, Company will make all Customer contracts and associated metadata available to Customer for electronic retrieval for a period of thirty (30) days, or such mutually agreed period, but thereafter Company shall, on written request from the Customer, delete all such data and other Customer Confidential Information stored. 

(ii) All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, intellectual property rights, indemnity, and limitations of liability. 

5.5 Right of termination hereunder is without prejudice to any other rights whether subsisting by virtue of this Agreement or under applicable law. Any termination hereunder shall not be taken to waive the right to assert or exercise any such other rights.

6. REPRESENTATIONS AND WARRANTIES 

6.1 Each party represents and warrants that: (i) it has validly entered into this Agreement and has the legal power to do so; and (ii) its execution, delivery and performance of this Agreement do not contravene, conflict with, or result in a violation of any of the terms or any legal or contractual requirement or any order, consent, or license to which it may be subject.  

6.2. The Company represents and warrants that: (i) it has any and all rights necessary to provide the Services to Customer hereunder, including all permissions, registrations, licenses and consents; (ii) there is no threatened or pending claim or investigation (including claims of infringement, misappropriation, or violation of the intellectual property rights of a third party) that could materially affect its execution, delivery, or performance of this Agreement or Customer’s rights under this Agreement; and (iii) the Services and Company’s performance hereunder will at all times comply with all applicable laws. 

7. WARRANTY AND DISCLAIMER 

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for Scheduled Maintenance (as defined in Exhibit A) or for Emergency Maintenance (as defined in Exhibit A), either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 

HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT CERTAIN RISKS ARE INHERENT IN THE TRANSMISSION OF INFORMATION OVER THE INTERNET. 

8. INDEMNITY 

8.1 Company shall indemnify and hold Customer harmless from liability to third parties resulting from third party claims arising directly and solely out of: 

8.1.1 infringement of any intellectual property or misappropriation of any trade secret by the Service. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified (using equipment or software not provided by the Company) after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer the right to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused Fees for the Services. 

8.1.2 unauthorized access to Customer Confidential Information hosted on the Company’s hosting servers caused by the willful misconduct or gross negligence of the Company or its employees. 

The above indemnity is subject to Company being promptly notified of any and all threats, claims and proceedings related thereto, and being given reasonable assistance. Company has sole authority to defend or settle such claim, provided that it may not settle any claim in a manner that imposes any material liability upon Customer or requires Customer to admit wrongdoing.

9. LIMITATION OF LIABILITY 

EXCEPT FOR THE OBLIGATION TO PAY THE FEES, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF REVENUES, LOSS OF OPERATION TIME, CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY, INCREASED COSTS OR WASTED EXPENDITURE, LOSS OF GOODWILL OR REPUTATION OF THE OTHER, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGE OF ANY NATURE WHATSOEVER OR HOWSOEVER ARISING OUT OF THIS AGREEMENT. THE MAXIMUM AGGREGATE AMOUNT THAT A PARTY MAY RECOVER FOR ALL CLAIMS ARISING FROM, UNDER OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) WILL IN NO EVENT EXCEED THE TOTAL FEES PAID BY CUSTOMER (EXCLUDING PASS THROUGH EXPENSES) TO THE COMPANY UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE LATEST CLAIM ACCRUED (“LIMIT”), EXCEPT FOR: (1) WILFUL DEFAULT, FRAUD, GROSS NEGLIGENCE, BREACH OF SECTION 2.2, AND THE OBLIGATION TO PAY THE FEES, FOR WHICH THE LIABILITY SHALL BE UNCAPPED; AND (2) BREACH OF PROVISIONS OF APPLICABLE LAW, CONFIDENTIALITY OBLIGATIONS, INDEMNITY OBLIGATIONS, AND SECTION 2.6 FOR WHICH THE LIABILITY SHALL BE CAPPED AT 5X OF THE LIMIT.  

10. SUPPORT SERVICES 

Company will provide Customer with reasonable support in accordance with the support mode and during the support hours mentioned in the Order Form (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by using the support mode mentioned in the Order Form.

11. MISCELLANEOUS 

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and be enforceable. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other; provided however in the event of a merger, acquisition, change of ownership, or similar transaction, a party may freely assign this Agreement without the consent of the other party. This Agreement is the complete and exclusive statement of the mutual understanding between Customer and the Company, and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing and signed by both, the Company and the Customer, except as otherwise provided herein. Customer and the Company may work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Subscription Effective Date, and Customer agrees to reasonably cooperate with Company to serve as a reference account upon request. The Customer hereby grants the Company the right to use the Customer’s name and logo in case studies or marketing or publicity materials and on the Company’s website to identify Customer as a client. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party on such other party’s behalf in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. The Company reserves the right to monitor and enforce fair use policies to maintain a balanced and equitable user experience. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by  e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. In the event of a conflict between the provisions of this Agreement and the Order Form, then the provisions of the Order Form shall prevail, and if the Order Form contains special terms section which is intended to modify the terms of this Agreement, then such special terms will prevail. This Agreement is intended solely for the benefit of the Customer and the Company, and no other person or entity shall have any rights or remedies hereunder. No third party is intended to be a beneficiary of this Agreement, and no third party shall have any right to enforce any provision of this Agreement. This Agreement shall be governed by the laws of the State of New York, United States, and the courts of Manhattan, New York, United States shall have the exclusive jurisdiction to submit any dispute arising out of or in relation to this Agreement.  A “dispute” means any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof.

EXHIBIT A 

Service Levels; Service Level Credits  

1. Defined Terms. 

a. “Emergency Maintenance” means maintenance performed to fix critical functionality, vulnerabilities, or material defects that may substantially impair the usability or performance of the Services. 

b. “Excused Maintenance” means Emergency Maintenance and Scheduled Maintenance. 

c. “Scheduled Availability Time” means twenty-four (24) hours a day, seven (7) days a week, excluding: (i) Excused Maintenance, (ii) any downtime due to defects caused by Customer, one of its vendors, third party connections, utilities, or equipment, or caused by other forces beyond the reasonable control of Company (such as denial of service attacks, internet or third-party service outages or outages with respect to Customer’s network or internet access). 

d. “Scheduled Maintenance” is any system maintenance performed during a Maintenance Window. The Maintenance Window is a scheduled maintenance activity, which, if scheduled, will be notified at least two weeks prior to the Maintenance Window. 

e. “Service Credits” are credits for which Customer may be eligible if Company fails to meet the Target Uptime. The availability of the Services per calendar month and corresponding Service Credits are set forth below. 

f. “Service Credit Request” means a written request to Company stating that Customer believes that Company has failed to meet the Target Uptime. 

2. Target Uptime. During the Term, Company will use all commercially reasonable efforts to make the Services available and operational to the Customer for 99.9% of the Scheduled Availability Time (the “Target Uptime”). If Company does not meet the Target Uptime, and if Customer meets its obligations below, Customer will be eligible to receive the applicable Service Credits. 

3. Service Credits. To receive a Service Credit, Customer must issue a Service Credit request within 7 days of the last day of the month in which Customer believes Company’s failure to meet the Target Uptime occurred (“Service Credit Request”). Promptly after receipt of a Service Credit Request, Company will investigate the request and notify Customer that either: (i) a Service Credit is due; or (ii) no Service Credit is due, and state the basis of this determination. If Company determines a Service Credit is due, then Company will apply the applicable Service Credits to Customer’s account for future Fees due. Service Credits have no cash value (except in the event of Agreement termination and there are no future Fees due) and are Customer's sole and exclusive remedy for any failure by Company to meet the Target Uptime. 

4. Exclusions. Company shall not be responsible for resolving any downtime incidents that result from any of the following: (i) any breach of the Agreement by the Customer; (ii) any modification, repair or addition to the Services made by any person other than the Company (or any person authorized by the Company in writing); (iii) any fault in any equipment or in any third-party software (including open-source software) used in conjunction with the Services; (iv) incorrect operation or use of the Services, other than for the purposes for which it is intended; and (v) use of the Services with other software or equipment with which it is incompatible.

EXHIBIT B

CLM Product & Services Offerings

The Company offers Contract Lifecycle Management Software (“CLM” or “Services”) with a suite of features designed to streamline and enhance contract management processes. Detailed information about these offerings/features can be accessed via this link. Each Customer may avail some or all features based on the listed offerings/features as per their specific requirements, as outlined in the applicable Order Form (“OF”).

ANNEXURE - TERMS FOR AI SERVICES

1. This annexure (“Annexure”) applies if the Customer is availing the AI Module, Sidebar, VerifAI, or any other AI-enabled feature of SpotDraft’s platform (“AI Services”), and is expressly incorporated into the Software Services Agreement. If Customer has availed the AI Services under an order form, the AI Services shall be considered a part of the Services under the Software Services Agreement. This Annexure shall govern in the event of a conflict with any of the other terms in the Software Services Agreement but only with respect to the AI Services. The Annexure govern the Customer’s access, viewing, and use of AI Services (defined below) and any associated application provided by Company by virtue of Customer's Use of AI Services. The Annexure shall be effective from the effective date specified in the Order Form / Software Services Agreement.

2. Disclaimer: The AI Services use generative AI / large language models (“Gen AI”) for providing output. Gen AI is a technology under development. Quality, accuracy, and availability may vary. Outputs generated through Gen AI on AI Services should not be construed as any kind of legal, financial, or other professional advice. Customer must inform all users using the AI Services that these involve the use of artificial intelligence technology, and human oversight is required.

3. Definitions

3.1  “Intellectual Property Right(s)” means any intellectual property right (whether under statute or otherwise) and includes, without limitation, any rights related to patents, copyrights, trademarks, trade secrets, service marks, designs, database, design, moral rights or all know-how, Confidential Information or proprietary information, proprietary processes (including, without limitation, business processes), customer lists, all third-party software licenses, whether registered or not.

3.2 “Output” means any content, material, results, responses, analysis, summaries, drafts, or other materials generated by AI Services in response to or derived from Inputs.

3.3 Third-Party Apps” means any third-party applications, integrations, websites, products, or services that are linked in or that interact or interoperate with AI Services.

3.4 "Use" or "Used" or “Using” means Customer’s, direct or indirect, activation, use, or access of AI Services, and/or Customer’s execution, access, utilization, or displaying of information resulting from such use.

3.5 “User Data” or “Inputs” means any information, document, application, file, text, or all other material that is provided or uploaded, directly or indirectly, to Use AI Services by Customer and its Authorized Users (as defined below), including contracts and contract text analysed by AI Services.

2. Customer Requirements

Prior to using AI Services, Customer agrees to:

(i) Have a valid Microsoft Office 365 License (“Microsoft License”); 

(ii) Maintain and update the Microsoft License and SpotDraft AI Module, as and when required, by keeping it current, complete, and accurate.

The above are required because certain AI Services such as VerifAI require a Microsoft License. In the absence of such a license, certain functionalities of AI Services may not be available.

4.2 Customer represents and warrants that they have all rights, licenses, consents, and permissions required to provide the information for Use of AI Services and related processing.

4.3 Customer understands and agrees that Third-Party Apps are subject to their own terms and privacy policies. Customer is responsible for reviewing those terms and policies before using Third-Party Apps. Company is not responsible for Third-Party Apps and does not warrant or support them, unless expressly provided in this Annexure. By enabling a Third-Party App that uses or accesses User Data, Customer authorizes the processing of that data by the Third-Party App.

4.4 Authorized User: Unless the context requires otherwise, references in this Annexure to “Customer” shall be interpreted to include both the Customer entity and its Authorized Users. The Customer shall ensure that all Authorized Users are made aware that their use of AI Services, including any Inputs submitted to the platform and Outputs generated from it, may be monitored or reviewed by the Customer. 

5. Customer Intellectual Property Rights:

5.1 The parties agree that Customer shall at all times retain the title to and the Intellectual Property Rights over the Input. In light of the nature of the Service and artificial intelligence generally, Output may not always be unique or accurate, and other users may receive similar or identical Output from the Service. Customer’s rights to Output(s) obtained from AI Services do not extend to other users' Output or third-party information, content, or data (“Third-Party Information”). The Outputs may incorporate Third-Party Information. Customer acknowledges that Company does not manage or control Third-Party Information, and Company assumes no responsibility for the same. To the extent Customer accesses any Third-Party Information, Customer accesses and uses the same solely at its own risk.

5.2 The Customer grants the Company a limited, non-exclusive, worldwide, royalty-free license to use, process, store, transmit, and display User Data as necessary to operate, provide access to, fix errors in, and maintain AI Services, to fulfil the Company’s obligations under this Annexure, and comply with applicable law. 

6. Company Intellectual Property Rights:

6.1 All rights, title, and interest in and to the AI Services, including all underlying technology, software code, user interfaces, machine learning models, data structures, design elements, improvements, versions, technical documentation, processes, workflows, configurations, updates, enhancements, and any other proprietary tools or materials used to deliver or improve AI Services, are and shall remain exclusively owned by the Company or its licensors (collectively, the “Company IP”).

6.2 The Customer acknowledges that it does not acquire any intellectual property or other ownership rights in the AI Services platform or in any of the Company IP by virtue of this Annexure or its use of AI Services, except for the limited rights expressly granted herein. All rights not explicitly granted to the Customer are reserved by the Company. 

6.3 Company takes a proactive approach towards resolving errors and improving the Services. For this purpose, Company may collect, store, analyze, and use the data related to the Use of AI Services (i.e., Customer’s usage of AI Services), and track AI Services’ performance, to produce benchmarking studies and develop AI Services. Company may aggregate such data from multiple Customers, and such data shall be Company IP. Company may use anonymised and aggregated data for producing marketing and sales materials. Any information created/generated through AI Services may be recorded and stored by Company for debugging purposes in case of any issues reported by the Customers. It is clarified, however, that Company shall not use Customer Data as training dataset for any machine learning, reinforcement learning, or model training. 

7. Data Protection and Security: 

Company shall adhere to reasonable security measures deemed appropriate in accordance with all applicable data protection laws, for the commercial deployment of AI Services, including, without limitation, using reasonable measures to secure the User Data from unauthorized access and modifications.

8. Prohibited Uses: 

In addition to restrictions under the Software Services Agreement, Customer shall not represent that the Output was human-generated when it was not.

9. Indemnity

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, INVESTORS AND OTHER REPRESENTATIVES (“COMPANY PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR IN CONNECTION WITH YOUR OR YOUR AUTHORIZED USERS’ SUBMISSION, UPLOAD, OR TRANSMISSION OF ANY INPUT OR OTHER CONTENT.

10. Warranties and Disclaimers

10.1 Customer hereby represents and warrants that they have all necessary authority, approvals, and consent to share the User Data with Company for the purpose of this Annexure, and that they shall do so in accordance with applicable laws.

10.2 THE COMPANY DOES NOT REPRESENT THAT AI SERVICES WILL BE UNINTERRUPTEDLY AVAILABLE OR BE ERROR-FREE. THE COMPANY DOES NOT GUARANTEE THE QUALITY AND ACCURACY OF OUTPUTS GENERATED THROUGH ARTIFICIAL INTELLIGENCE AND LARGE LANGUAGE MODELS ON AI SERVICES.

10.3 SIMILARITY OF OUTPUT: THE CUSTOMER ACKNOWLEDGES THAT, DUE TO THE NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE AND THE FUNCTIONING OF AI SERVICES (WHICH MAY INCORPORATE OR REFERENCE PUBLICLY AVAILABLE INFORMATION FROM THE INTERNET), OUTPUTS GENERATED FOR THE CUSTOMER MAY NOT BE UNIQUE. SPECIFICALLY, OUTPUTS GENERATED THROUGH AI SERVICES MAY BE THE SAME AS, OR SUBSTANTIALLY SIMILAR TO, CONTENT FOUND ONLINE OR CONTENT GENERATED FOR OTHER USERS OF AI SERVICES. ACCORDINGLY, THE CUSTOMER EXPRESSLY WAIVES AND RELEASES THE COMPANY AND ALL OTHER USERS OF AI SERVICES FROM ANY CLAIM OR LIABILITY ARISING FROM THE NON-UNIQUENESS OF ANY OUTPUT OR FROM THE RECEIPT BY OTHER USERS OF IDENTICAL OR SIMILAR OUTPUTS. THE SERVICES ARE NOT DESIGNED FOR USE IN HIGH-RISK ACTIVITIES SUCH AS WHERE FAILURE COULD LEAD TO PERSONAL INJURY OR SEVERE ENVIRONMENTAL DAMAGE.

10.4 THE CUSTOMER ACKNOWLEDGES THAT AI SERVICES RELIES ON GENERATIVE ARTIFICIAL INTELLIGENCE TECHNOLOGIES AND INCORPORATES PUBLICLY AVAILABLE DATA FROM INTERNET-BASED SOURCES, WHICH MAY NOT ALWAYS BE ACCURATE, COMPLETE, OR RELIABLE. AS A RESULT, OUTPUTS GENERATED BY AI SERVICES MAY CONTAIN FACTUAL INACCURACIES, OUTDATED INFORMATION, BIASED PERSPECTIVES, OR OTHER UNINTENDED CONTENT. THE SERVICES ARE INTENDED TO ASSIST USERS WITH LEGAL AND OPERATIONAL TASKS, BUT THE CUSTOMER REMAINS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND MAKING ANY DECISIONS BASED ON THE OUTPUTS. THE CUSTOMER SHOULD INDEPENDENTLY VERIFY ALL CONTENT GENERATED BY AI SERVICES, INCLUDING ANY REFERENCES, SUMMARIES, OR ANALYSIS, BEFORE RELYING ON IT FOR ANY BUSINESS, LEGAL, FINANCIAL, COMPLIANCE, OR OTHER DECISION-MAKING PURPOSES. THE SERVICES DO NOT CONSTITUTE AND ARE NOT INTENDED TO SUBSTITUTE FOR PROFESSIONAL ADVICE. ACCORDINGLY, THE COMPANY DISCLAIMS ANY LIABILITY FOR ANY CONSEQUENCES OR LIABILITY THAT MAY ACCRUE TO CUSTOMER AS A RESULT OF USING OR ACCESSING AI SERVICES. AI SERVICES SHOULD BE USED WITH HUMAN OVERSIGHT. THE COMPANY DOES NOT PROVIDE ANY LEGAL ADVICE REGARDING APPLICABLE LAWS OR AGREEMENTS, OR ANY OTHER LEGAL ADVICE.

10.5 CUSTOMER UNDERSTANDS AND ACCEPTS THAT THE LEGAL STATUS OF AI-GENERATED CONTENT REMAINS UNSETTLED UNDER APPLICABLE INTELLECTUAL PROPERTY LAWS, AND THAT SUCH CONTENT MAY NOT BE ELIGIBLE FOR COPYRIGHT OR OTHER LEGAL PROTECTIONS. THE COMPANY DISCLAIMS ALL WARRANTIES REGARDING THE ORIGINALITY, OWNERSHIP, OR ENFORCEABILITY OF ANY AI-GENERATED OUTPUT.

11. Grievance Redressal: Should Customer have any grievance with respect to access or usage of AI Services by any Authorized User, Customer can notify complaints to the Grievance Officer appointed by the Company. Grievance Officer can be contacted at legal@spotdraft.com.