1. Use of Service
a.	Users.  Customer shall be responsible for compliance with this Agreement by Users and for all acts and omissions of Users under or in connection with the Agreement.  Users may access the Services only from IP addresses in the United States, and Users must be citizens of the United States.
b.	Trial/Demonstration License.  Subject to the terms herein and to Customer’s and its Users’ continuing compliance with this Agreement, Provider hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license during the Term (i) to access and use the Services solely on a trial or demonstration basis and for its internal business purposes and (ii) to use the Documentation for the purposes of supporting the permitted uses of the Services.
c.	Restrictions.  Except as expressly permitted hereunder, Customer agrees not to (and shall not to allow or cause Users or any other entity to): (a) copy, disassemble, reverse engineer, decompile, or otherwise attempt to derive source code from (or extract any trade secrets from) the Services or (b) modify, translate, or create derivative works of (or a competitive alternative to) the Services, or access the Services in order to develop or support (or assist another party in developing or supporting) any products or services competitive with the Services.  Customer acknowledges that the Services are not intended for use with (and that Customer Data may not contain): (i) “Classified Information” (as defined under United States law), (ii) “Controlled Unclassified Information” (as defined in Executive Order 13556 and implemented by 32 CFR part 2002), (iii) protected health information under HIPAA, (iv) credit card numbers, (v) financial account numbers, (vi) non-public personal information of EU individuals, (vii) Personal Information (provided that (A) the parties acknowledge that Users may provide their first and last name and their email address, in order to access the Services (“User Access Information”) and (B) to the extent that Customer must provide any additional Personal Information in order to use the Services, Customer must provide Provider with advance written notice of such (and receive Provider’s affirmative written agreement to receive such) prior to: providing such information to Provider and/or uploading such information to the Services), or (viii) other similarly-sensitive or unlawful information (items (i)-(viii) collectively, the “Sensitive Data”, provided that Sensitive Data does not include User Access Information or information in item (vii)(B) above that Provider affirmatively agrees to receive (such exceptions, “Affirmatively Received Data”)).  Customer assumes all risk from use of any Sensitive Data with the Services, including risk of any inadvertent disclosure or unauthorized access thereto. Notwithstanding any other provision to the contrary, Provider shall have no liability under this Agreement for Sensitive Data.  Provider is not acting as a Business Associate and is not HIPAA compliant.

2. Customer Data
Customer owns all rights, title and interest in the Customer Data. Customer hereby grants to Provider, a non-exclusive, non-transferable, non-sublicensable right and license to use, copy, transmit, modify and display the Customer Data solely for purposes of performing under this Agreement and supporting Customer's use of the Services.  Provider shall not use Customer Data except as necessary to perform its obligations hereunder. The Services creates domain-aware generative text that is based on Customer Data. Therefore, textual and graphical output data generated by the Services (based on Customer’s submitted Customer Data) is considered “Customer Data”, and Customer owns all rights, title and interest in such AI generated Services output content.

3. Artificial Intelligence System Disclosure
Artificially Intelligent Cognitive Architecture System Disclosure: Provider hereby discloses that Users of the Services are interacting with an artificial intelligence (AI) system. The system is not sentient. Though Provider understands how interacting with the system can lead to a misconception that the system is cognitively aware, as the designers of the system, Provider provides assurances to Customer that it is not aware. The system is mathematically trained to mimic the behavior of humans by way of teaching it to understand language. The system has no long-term memory and cannot develop either positive or negative sentiment as an entity.  Provider has implemented content filters to help ensure the Services are being used for their intended purpose and to limit misuse.  Provider prohibits Users from knowingly generating, or allowing others to knowingly generate, the following categories of content with respect to the Services: (a) Hate: content that expresses, incites, or promotes hate based on identity; (b) Harassment: content that intends to harass, threaten, or bully an individual; (c) Violence: content that promotes or glorifies violence or celebrates the suffering or humiliation of others; (d) Self-harm: content that promotes, encourages, or depicts acts of self-harm, such as suicide, cutting, and eating disorders; (e) Adult: content meant to arouse sexual excitement, such as the description of sexual activity, or that promotes sexual services (excluding sex education and wellness); (f) Political: content attempting to influence the political process or to be used for campaigning purposes; (g) Spam: unsolicited bulk content; (h) Deception: content that is false or misleading, such as attempting to defraud individuals or spread disinformation; and (i) “Malware”: content that attempts to generate ransomware, keyloggers, viruses, or other software intended to impose some level of harm.

4. Data Responsibility
Customer (a) shall comply with all applicable local, state, federal, and international laws, statutes and regulations that are applicable to or enforceable against it or its personnel in relation to their activities under or pursuant to the Agreement ("Laws") and (b) shall ensure that its use of the Services and its provisions and use of Customer Data is at all times compliant with Laws.  Customer represents and warrants that: (i) Customer has obtained all necessary rights, releases, and permissions to provide all Customer Data to Provider and to grant the rights granted to Provider in this Agreement and (ii) Customer Data and its transfer to and use by Provider as authorized by Customer under this Agreement do not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of Provider's Privacy Policy. Other than its security obligations provided in Section 4 (Data Responsibility), Provider assumes no responsibility or liability for Customer Data, and Customer shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it.  

5. Fees
Customer will pay annually upfront.

6. Term & Termination 
a.	Term.  This Agreement commences on the Effective Date and will continue until (i) all Order Forms have expired or are terminated in accordance with the express terms of this Agreement or (ii) this Agreement is otherwise terminated as provided herein (the “Term”). The term of an Order Form is listed in such Order Form. If Customer purchases additional subscription terms for the Services (and/or renews its subscription for the Services), then the Term of this Agreement shall continue in effect.  Upon termination of this Agreement, Customer shall immediately pay Provider any amounts payable or accrued but not yet paid to Provider, including any deferred payments or payments originally to be made over time.
b.	Termination for Cause.  Either party can terminate this Agreement for cause upon written notice to the other party:
(i)	if a party fails to pay the other party any delinquent amounts owed to the other party hereunder within ten (10) calendar days after receipt of notice from the other party specifying the amounts owed;
(ii)	if the other party has committed any material breach of its obligations under this Agreement and has failed to cure such breach within thirty (30) calendar days after receipt of written notice from the non-breaching party specifying in reasonable detail the nature of the breach; or
(iii)	upon the institution of bankruptcy or state law insolvency proceedings against the other party, if such proceedings are not dismissed within thirty (30) calendar days of commencement.
c.	Termination or Suspension.  Upon written notice to Customer, Provider may terminate the Agreement and/or suspend performance of Services, if (i) Provider’s agreement with any third party hosting provider for the Services is terminated (or the services provided by such hosting provider otherwise are materially impacted); in such event, Provider will use commercially reasonable efforts to promptly establish replacement hosting services or (ii) Provider in good faith believes that (A) Customer has violated a law with respect to this Agreement or materially breached Section 2(d) (Restrictions) or (B) suspension is necessary to preserve the security, integrity, or accessibility of the Services.  Provider will attempt to contact Customer in advance of any such suspension.
d.	Upon Termination.  Upon termination of this Agreement for any reason, Customer must pay Provider for any unpaid amounts.  Upon termination of this Agreement, no refunds of amounts paid will be owed or given, except that Provider will refund to Customer amounts pre-paid, on a pro rata basis, for Services not received in the event that Customer terminates the Agreement pursuant to Section 6(b)(ii) above or Provider terminates the Agreement pursuant to 6(c)(i) above.  

7. Confidentiality
a.	Confidential Information.  "Confidential Information" means any and all information belonging to or in the possession of a party (“Discloser”), including information licensed from third parties, which is furnished or disclosed, directly or indirectly, in writing, orally, visually, or by inspection of tangible objects, to the other party (“Recipient”), or obtained by the Recipient, under this Agreement (including information exchanged in contemplation of entering into this Agreement), and that is (i) marked or designated in writing in a manner to indicate it is confidential or (ii) of a nature that a reasonable person would understand it to be confidential (in all cases whether or not designated as “confidential” at the time of disclosure).  Provider’s Confidential Information includes the Services (including information regarding APIs with respect to the Services, the user interface design and layout with respect to the Services, and pricing information) and the terms and conditions of this Agreement.  Any Customer Data uploaded to the Services is Confidential Information of Customer.  Each party’s Confidential Information shall remain the property of that party. 
b.	Exclusions.  "Confidential Information" does not include information that: (i) is already known to the Recipient; (ii) is or becomes part of the public knowledge without violation of this Agreement; (iii) is legally received from a third party who is not bound by or subject to confidentiality restrictions; or (iv) is independently developed outside of this Agreement by Recipient, without reliance on or knowledge of Confidential Information.
c.	Use of Confidential Information.  Each party agrees (i) to protect Confidential Information of the other party with no less than a reasonable degree of care; (ii) not to divulge any Confidential Information to any third party (except as permitted herein); (iii) to use reasonable efforts to limit disclosure of Discloser’s Confidential Information to the employees, consultants, contractors and subcontractors of Recipient who have a legitimate “need to know” the same and who are bound in writing to obligations substantially equivalent to those in this Section 7 (Confidentiality); and (iv) to access and use the Discloser’s Confidential Information only in furtherance of activities contemplated by this Agreement, without the prior written consent of Discloser. A party may disclose Confidential Information to its attorneys, auditors, and other professional advisors in connection with services rendered by such advisors, provided that such party has confidentiality agreements with such advisors. Recipient may disclose Confidential Information to the extent required or compelled by court order, subpoena, or other valid notice, and Recipient will: (A) restrict such disclosure to the maximum extent legally permissible; and (B) notify Discloser (to the extent it may legally do so) of any such requirement. Upon termination or expiration of this Agreement, Recipient will return or destroy Confidential Information of the other Party.
d.	Survival.  Each party’s obligations hereunder with respect to each item of Confidential Information will continue for three (3) years after the expiration or termination of this Agreement, except that trade secret obligations will remain in effect indefinitely.

8. Intellectual Property
As between Provider and Customer, Provider shall remain the sole and exclusive owner of, and shall retain and own all rights, title and interest in and to (including all Intellectual Property Rights in): the Services and Documentation; all software, workflow processes, user interfaces, designs and other technologies provided by Provider as part of the Services; and the New Material (collectively, “Provider Material”).  All rights in and to the Provider Material not expressly granted herein are reserved to Provider.  Customer will not remove, alter, or obscure any proprietary notices (including copyright notices) or restrictive legends of Provider.  The Services, the Provider logo, and all other trademarks, service marks, graphics and logos used in connection with Provider or the Services are trademarks or registered trademarks of Provider or Provider's third party licensors.  Customer's use of the Services grants Customer no right or license to reproduce or otherwise use any Provider or third-party trademarks.

9. Warranties
a.	Specific Warranties.  Customer represents, warrants and covenants that: (i) it has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement, and (ii) the individual executing the Agreement on its behalf is authorized to execute this Agreement and that this Agreement is a valid and binding obligation of Customer.
b.	Disclaimer.  OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE AGREEMENT AND THE SERVICES, INCLUDING THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE SERVICES.  WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH HEREIN, PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S EXPECTATIONS OR REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE.  WHILE PROVIDER TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICES, PROVIDER DOES NOT GUARANTEE THAT THE SERVICES CANNOT BE COMPROMISED.  PROVIDER MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE (EVEN IF INFORMED OF SUCH PURPOSE), ACCURACY, TITLE, NON-INTERFERENCE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

10. Indemnity; Liability
a.	Indemnification.  Customer shall defend, indemnify and hold harmless Provider, its affiliates, and their respective officers, directors, employees, shareholders, successors and assigns from and against any Claims brought by an unaffiliated third party against Provider, and from associated Losses, arising from or related to any breach of Section 1(c) (Restrictions) or Section 8 (Intellectual Property) by or on behalf of Customer.
b.	Disclaimer.  IN NO EVENT WILL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY LOST PROFITS, LOST SAVINGS, LOST ASSETS, LOST EARNINGS, LOSS OF GOODWILL, LOSS OF REPUTATION, COST OF REPLACEMENT OF GOODS OR SERVICES OR COST OF COVER, LOSS OF DATA OR TECHNOLOGY, UNAUTHORIZED ACCESS TO DATA OR INFORMATION, OR COSTS OF DELAY (EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE PROVISION OF THE SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM (WHETHER IN CONTRACT OR TORT OR OTHERWISE, INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT).
c.	Limitation of Liability.  IN NO EVENT WILL PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE PROVISION OF THE SERVICES (WHETHER IN TORT, CONTRACT, OR OTHERWISE, INCLUDING NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY) EXCEED THE TOTAL FEES PAID TO PROVIDER UNDER THIS AGREEMENT.  The foregoing limitations of liability in this Section 10(c) (Limitation of Liability) will not apply with respect to (i) any claims that are the subject of indemnification under this Agreement; or (ii) Customer’s misappropriation or misuse of the Services in breach of the terms of this Agreement.
d.	Force Majeure.  Neither party shall be liable for any default or delay in its obligations under this Agreement: (i) if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, pandemic, elements of nature or acts of God, acts of government, riots, civil unrest, strikes or other labor problems (other than those involving the non-performing party’s employees), internet service provider delays, denial of service attacks, war, terrorism, or other similar causes beyond the reasonable control of such party (collectively, “Force Majeure Event”), and (ii) provided the non-performing party is without fault in causing the default or delay.

11. General
a.	Miscellaneous.  Any notice under this Agreement shall be in writing and deemed delivered (i) one (1) business day after deposit for next business day delivery with an overnight courier tracking delivery, if addressed to the other party at the address provided above or (ii) when sent to the other party’s email address. The parties are independent contractors with respect to each other; no contract of agency is intended to be created hereby. This Agreement is entered into solely between, and may be enforced only by, Provider and Customer and does not create any rights in (or obligations to) third parties. This Agreement may be executed in several counterparts. The word “including” (and its derivative forms such as “include” and “includes”), whether or not capitalized, means “including without limitation.” Neither party may assign or transfer this Agreement to a third party. If any provision herein is held invalid, illegal or unenforceable, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law; the remainder of this Agreement shall remain in full force and effect. Failure or delay to exercise any right or power under this Agreement or to enforce compliance with any term or condition of this Agreement shall not constitute a waiver. A waiver of a breach of this Agreement will not constitute a waiver of any other breach. This Agreement constitutes the entire agreement (and supersedes all other oral or written understandings) between the parties with respect to the subject matter herein. This Agreement may be amended only by a writing signed by authorized representatives of both parties.
b.	Governing Law; Venue.  This Agreement is governed by the laws of the Commonwealth of Virginia (without regard to conflicts of law principles) for any dispute relating to this Agreement. Except for claims for injunctive or equitable relief or regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled by binding, confidential arbitration by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules (the “Rules”). Any dispute submitted to arbitration will be decided by a single, neutral arbitrator appointed in accordance with such Rules. The arbitration shall take place in Virginia, in the English language. The prevailing party shall be entitled to recover its attorneys’ fees and costs.