This Terms of Service Agreement (this “Agreement”) governs the access and use of the Cassidy Service (as defined in Section 1 below). This Agreement is a legally binding contract entered into between Cassidy, Inc., a Delaware corporation (“Cassidy”) and the person or entity on whose behalf access to the Cassidy Service is obtained, as specified in the applicable Order Form, whether that is you or your employer or another person or entity (”you” or the “Customer”). Please note that Cassidy may modify the terms of this Agreement in accordance with Section 13. Please feel free to contact Cassidy at support@cassidyai.com if you have any questions about this Agreement.

PLEASE BE ADVISED THAT CASSIDY DOES NOT PROVIDE ANY WARRANTIES TO YOU, AND THESE TERMS LIMIT OUR LIABILITY AS SET FORTH IN THE SECTIONS 11 (DISCLAIMERS) AND 12 (LIMITATION OF LIABILITY).

‍ACCEPTANCE OF THIS AGREEMENT: BY indicating your acceptance to this agreement, entering into or accepting any CASSIDY written or electronic ORDER FORMS or online sign-up, registration, or oder flow that references this Agreement (each, aN “ORDER FORM”), OR otherwise USING OR ACCESSING THE CASSIDY SERVICE IN ANY MANNER: (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW); and (2) YOU REPRESENT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW) ON BEHALF OF THE CUSTOMER AND TO BIND THE CUSTOMER TO THE TERMS OF THIS AGREEMENT (which means that you are accepting this agreement or accessing or using the CASSIDY Service on behalf of another person or entity, e.g., your company, AND you represent that you are authorized to accept this Agreement, and use the CASSIDY Service, on behalf of such other person or entity).

IF you do NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR YOU DO NOT HAVE the requisite AUTHORITY to accept this agreement on behalf of the customer as set forth above, DO NOT accept this agreement OR otherwise ACCESS OR USE THE CASSIDY SERVICE (OR ANY PART THEREOF). UPON YOUR ACCEPTANCE OF THIS AGREEMENT AS SET FORTH ABOVE, THIS AGREEMENT WILL BE BINDING UPON BOTH CASSIDY AND CUSTOMER.

“AI Features” means the generative artificial intelligence (AI), large language models (LLMs), and/or machine learning (ML) functionality or features available through the Platform.

“Authorized Users” means Customer’s employees, contractors, representatives, and/or agents, each who are authorized by Customer to use the Cassidy Service, including, Administrators (as defined in Section 4.3).

“Beta Features” means any beta versions, beta features, and/or functionality of the Platform, which are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description, and made available by Cassidy to Customer hereunder.    

“Cassidy Materials” means any templates, materials or content made available by Cassidy through the Platform to generate AI automations or virtual AI assistants through the Platform.

“Cassidy Service” means, as applicable, the operation of and provision of access to the Platform, Cassidy Materials, Beta Features, Documentation, Support, and/or Implementation Services that are made available or provided by Cassidy to Customer under this Agreement on a subscription basis.

“Customer Materials” means any and all data, text, images, information, documents, content, and/or other materials that are (a) uploaded, submitted, and/or transmitted through or in connection with the use of the Platform by Customer and/or any Authorized Users, or (b) otherwise provided or made available to Cassidy by Customer and/or any Authorized User in connection with the use of the Cassidy Service. Customer Materials expressly exclude Cassidy Materials.

“Documentation” means Cassidy’s then-current technical and functional documentation for the Platform made available to Customer hereunder.

“Intellectual Property Rights” means patents and patent applications, inventions (whether or not patentable), trademarks, service marks, trade dress, copyrights, trade secrets, know-how, data rights, specifications, mask-work rights, moral rights, author’s rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all derivatives, renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or of any other state, country or jurisdiction.

“Platform” means Cassidy’s proprietary business automation and management hosted software platform, and any and all modified, updated, or enhanced versions thereof, made available by Cassidy to Customer on a remote online basis pursuant to this Agreement.

“Subscription Term” means the term of Customer’s subscription license to access the Cassidy Service as specified in the applicable Order Form, and any renewal(s) thereof pursuant to Section 8.1.

“Usage Parameters” means the maximum number of permitted users and/or seats for the use of the Cassidy Service specified on the applicable Order Form(s), and any other parameters applicable to the subscription plan purchased by Customer, or otherwise specified in the Order Form or in writing by Cassidy regarding the scope of use of the Cassidy Service by Customer and/or its Authorized Users.

2.1. Subscriptions. Subject to the terms and conditions of this Agreement, the Cassidy Service is provided on a subscription basis for the subscription term specified in the Order Form (“Subscription Term”), in accordance with the respective Subscription purchased under such Order Form.

2.2. Right to Access the Platform. Subject to the terms and conditions of this Agreement (including, payment of applicable fees), Cassidy grants to Customer a personal, non-exclusive, non-sublicensable, non-transferable limited right, during the Subscription Term, to access and use, and permit its Authorized Users to access and use, the Platform, over the internet, solely for Customer’s own business purposes, in accordance with this Agreement and the Documentation, and subject to any applicable Usage Parameters.

2.3. Trials. Notwithstanding Section 2.2 above, if Customer obtains access to the Cassidy Service on a trial basis, as set forth in the applicable Order Form, subject to the terms of this Agreement, Cassidy will make the Cassidy Service available to for the trial period specified in the Order Form (the “Trial Period”), and Customer’s use of the Cassidy Service shall be solely for Customer’s own internal evaluation purposes, and subject to any applicable Usage Parameters or other trial terms and conditions specified in the Order Form. Unless otherwise set forth on the applicable Order Form, Customer acknowledges and agrees that if Customer has not purchased a paid subscription prior to the expiration of the Trial Period, this Agreement will automatically terminate (without the requirement of providing any termination notice) and Customer’s access to the Cassidy Service will be terminated.

2.4. AI Features. The Platform enables the use of certain AI Features, which may be developed and owned by Cassidy or third parties. For example, the Platform integrates AI Features developed by OpenAI, L.L.C (“OpenAI”) and/or Anthropic, PBC (“Anthropic”) via the APIs provided by OpenAI and Anthropic. Customer acknowledges that it agrees to and shall use the AI Features in accordance with the authorized use of the Platform as set forth in this Agreement, and OpenAI’s Usage Policies available at https://openai.com/policies/usage-policies, and Anthropic’s Acceptable Use Policy available at https://www.anthropic.com/legal/aup (collectively, the “AI Policies”). Cassidy shall not, and shall not permit any third party to, use any Customer Materials processed using the AI Features to train machine learning models or for any reason other than as necessary to provide Customer the AI Features as part of the Platform, as required by law or as necessary to enforce any AI Policies.

2.5. Beta Features. If Customer elects to access Beta Features, Cassidy grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Beta Features solely for Customer's internal evaluation and subject to any and all technical limitations implemented in the Beta Features and/or other applicable Usage Parameters for the Beta Features. In addition to the restrictions set forth in Section 2.7 below, Customer shall not access and/or use any Beta Features without the express prior written approval of Cassidy if Customer is a direct competitor of Cassidy. BETA FEATURES ARE PROVIDED AS-IS, ARE NOT SUPPORTED, AND MAY BE SUBJECT TO ADDITIONAL TERMS AS SPECIFIED BY CASSIDY IN WRITING AND/OR IN THE APPLICABLE DOCUMENTATION FOR THE BETA FEATURES. Cassidy reserves the right to terminate Customer's access to any Beta Versions at any time, for any reason.

2.6. Open Source Components.     The Platform and/or Beta Features may contain third party software, including, without limitation, open source software components, that are subject to “open source” or “free software” licenses (collectively, “Open Source Components”). The Open Source Components are not subject to Section the grants in Section 2.2. Instead each Open Source Component is licensed under the terms of the applicable license agreements for such Open Source Components, which are available at Cassidy’s Open Source Software Disclosure page.  Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software.

2.7. Prohibited Uses. Customer acknowledges that the Cassidy Service embodies, contains, and constitutes valuable trade secrets of Cassidy and its licensors and suppliers. Accordingly, Customer agrees that it will not, and it will not permit any third party (including, without limitation, any Authorized User) to:

a) use or allow access to the Cassidy Service (or any part or component thereof) in a manner that circumvents contractual usage restrictions or that exceeds any applicable Usage Parameters;

b) use the AI Features or any Outputs to develop, train, or improve any AI, LLMs, or ML models (separate from authorized use of the Platform under this Agreement);

c) represent any Output as being approved or vetted by Cassidy or any third party provider of the AI Features, or their respective affiliates, personnel, service providers, agents, or representatives;

d) represent any Output as being an original work or a wholly human-generated work;

e) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share, or otherwise make any portion of the Cassidy Service (or any part or component thereof) available for access by third parties except as otherwise expressly provided in this Agreement;

f) access or use the Cassidy Service (or any part or component thereof) for the purpose of developing competitive products or services or for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purpose;

g) reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets, or any underlying ideas, algorithms, and/or technology from or about the Cassidy Service;

h) use the Cassidy Service (or any part thereof) in a way, including, without limitation, to store, transmit, or upload any material and/or content, that violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity;

i) upload, generate, distribute or disseminate any unlawful, defamatory, pornographic, harassing, abusive, fraudulent, obscene, misleading, harmful (or that may promote harm of individuals or a group), or otherwise objectionable content through or in connection with the use of the Cassidy Service (or any part thereof);

j) upload to, or otherwise provide in connection with the use of, the Cassidy Service, any Customer Materials that contain any Prohibited Data (as defined in Section 3.5);

k) remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Cassidy or its licensors and/or suppliers on or within any part of the Cassidy Service;

l) interfere with or disrupt the integrity or performance of the Cassidy Service, or any related system, network, or data, or cause or aid in the cause of the destruction, manipulation, removal, disabling, or impairment of any portion of the Cassidy Service;

m) take any action that imposes an unreasonable or disproportionately large load on the Cassidy Service (or any part or component thereof), or its underlying infrastructure and systems;

n) attempt to gain unauthorized access to the Cassidy Service, or its related systems or networks or attempt to disable or circumvent any security mechanisms contained, or used and/or implemented by Cassidy, in the Cassidy Service;

o) rame, mirror, or utilize framing techniques to enclose the Cassidy Service or any portion thereof;

p) use any meta tags, “hidden text”, robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license, or download the Cassidy Service (or any part thereof), and/or the personal information of others without Cassidy’s prior written permission or authorization;

q) use the Cassidy Service to store or transmit any malicious or unsolicited code or software;

r) impersonate any person or entity, use a fictitious name, or falsely state or otherwise misrepresent Customer’s affiliation with any person or entity or falsify age or date of birth or any other eligibility requirements; or

s) use the Cassidy Service (or any part thereof), or transmit Customer Materials, Output, or any other content, data or materials, in any manner that violates in any law, rule, regulation, or any other legal or regulatory requirement imposed by any regulatory or government agency, including, without limitation, export laws and regulations.

2.8. Support and Implementation Services. Support & Implementation Services. Cassidy will use commercially reasonable efforts to provide Customer remote technical support by email and/or phone for Customer’s use of the Cassidy Service during Cassidy’s normal business hours (“Support”). To submit a request for Support please contact Cassidy here: support@cassidyai.com. Cassidy may also provide Customer with certain implementation, integration and/or other professional services (the “Implementation Services”). The scope, timeline and tasks of the parties with respect to such Implementation Services shall be as specified in an Order Form or as otherwise mutually agreed upon by the parties in writing.

2.9. Changes and Modifications. Cassidy reserves the right, in its sole discretion, to make changes to the Cassidy Service (or any part thereof) at any time that Cassidy deems necessary or useful to comply with applicable laws or maintain or enhance: (a) the quality or delivery of services to Cassidy’s customers; (b) the competitive strength of or market for Cassidy’s services; or (c) the cost efficiency or performance of the Cassidy Service.

2.10. Suspension or Termination. Cassidy may suspend, terminate, or otherwise deny Customer’s or any Authorized User’s access to or use of all or any part of the Cassidy Service, without incurring any resulting obligation or liability, if: (a) Cassidy receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Cassidy to do so; or (b) Cassidy believes, in its good faith and reasonable discretion, that (i) Customer or any Authorized User has accessed or used the Cassidy Service beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Cassidy Service; (iii) that such access and use poses an imminent security risk or an imminent risk to the Cassidy Service or the information technology infrastructure used by or on behalf of Cassidy in hosting and providing the Platform, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Cassidy or using third-party services (collectively, the “Cassidy Systems”), or will interfere materially with the proper continued operation of the Cassidy Service or Cassidy Systems; or (iv) this Agreement, or any applicable Subscription Term, expires or is terminated. This Section 2.10 does not limit any of Cassidy’s other rights or remedies, whether at law, in equity, or under this Agreement.

3.1. License to Customer Materials. Customer hereby grants to Cassidy a worldwide, royalty-free, non-exclusive license to process and use (including through the use of subcontractors) Customer Materials and Output generated by or on behalf of Customer or its Authorized Users solely to the extent necessary to provide Customer the Cassidy Service and other services provided by Cassidy to Customer hereunder or as otherwise expressly permitted in this Agreement.

3.2. Use of AI Features and Output. Customer acknowledges, understands and agrees that: (a) artificial intelligence and machine learning are rapidly evolving fields of study, (b) given the probabilistic nature of machine learning, use of the AI Features may in some situations result in incorrect output that does not accurately reflect real people, places, or facts, or conform to Customer’s specifications, prompts or requirements, and (c) Customer is responsible for evaluating the accuracy of any output generated by or on behalf of Customer’s and its Authorized Users’ through the AI Features (“Output”) as appropriate for Customer’s use case, including by using manual human review of the Output. ALL OUTPUT IS GENERATED THROUGH MACHINE LEARNING PROCESSES AND IS NOT TESTED, VERIFIED, ENDORSED OR GUARANTEED TO BE ACCURATE, COMPLETE OR CURRENT BY CASSIDY. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THAT ALL OUTPUT IS ACCURATE AND APPROPRIATE FOR ANY AND ALL OF CUSTOMER’S AND ITS AFFILIATES’ AND AUTHORIZED USERS’ USE CASES OR APPLICATIONS.

3.3. Responsibility for Customer Materials. Customer acknowledges and agrees that Customer, and not Cassidy, is solely responsible for the Customer Materials and its use of Output, including the legality, reliability, security, accuracy, and appropriateness thereof. Customer represents and warrants that: (a) Customer or its licensors own all right, title, and interest in and to the Customer Materials; (b) Customer has all necessary ownership, rights, authorizations, and consents to transmit, submit, and otherwise use the Customer Materials in connection with the Cassidy Service and to grant Cassidy the licenses in and to the Customer Materials as set forth in this Agreement, and (c) the Customer Materials do not and will not violate this Agreement, any third party’s trademark and/or branding usage guidelines or requirements, any applicable laws, rules, or regulations, or any third party’s intellectual property or other proprietary rights.

3.4. Personal Data. To the extent any Customer Materials include, or Customer or any Authorized Users otherwise transmits, processes, and/or provides, any data or information that identifies, relates to, describes, or is capable of being associated with, directly or indirectly, a natural person, through or in connection with the use of the Cassidy Service (“Personal Data”), the parties acknowledge and agree that Customer is controller or business that controls, directs and otherwise determines the purposes for processing such Personal Data, and Cassidy is processor or service provider processing such Personal Data on behalf of Customer, under any applicable data and/or privacy laws, rules or regulations (collectively, “Data Protection Laws”). Personal Data shall only be used by Cassidy in accordance with this Agreement and as described in Cassidy’s Privacy Notice. Customer represents and warrants that Customer has obtained all permissions and/or approvals from each applicable data source as may be necessary or required to transmit such data through the Cassidy Service and/or provide or make available such data to Cassidy hereunder. In addition, each party agrees to work together in good faith to mutually agree upon and execute and/or enter into any documents, agreements, statements, or policies deemed necessary or appropriate by a party in its discretion to comply with any Data Protection Laws with respect to any Personal Data exchanged pursuant to this Agreement.

3.5. Prohibited Data. Customer will not provide (or cause or permit to be provided) any Prohibited Data to Cassidy for processing under the Agreement, and Cassidy will have no liability whatsoever for Prohibited Data, whether in connection with a Security Incident or otherwise. “Prohibited Data” means (a) social security number, tax file number, passport number, driver's license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card); (c) employment, financial, credit, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, information about sexual life or sexual orientation, or criminal record; (e) account passwords; or (f) any other information that falls within the definition of "special categories of data" under Data Protection Laws or that Customer does not otherwise have the right or authorization to process.

4.1. Accounts. In order to use the Cassidy Service, Customer must register an account for the Cassidy Service (an “Account”), and may be required to register a sub-Account for each individual Authorized User. In registering an Account, Customer agrees to, and shall ensure that its Authorized Users, provide and maintain up to date account registration information, which may include, name, location, e-mail address or other contact information, and billing information, relating to Customer and any Authorized Users, that is true, accurate, current, up to date, and complete. Customer agrees that it will not, and will not permit any Authorized User or other third party to create an Account or sign up to access the Cassidy Service using a false identity or fictitious name or information.

4.2. Account Security. Customer understands and agrees that Customer is solely responsible for maintaining the confidentiality of and protecting the passwords, license keys and/or other access credentials for the Account. Customer is solely responsible for any activity originating from the Account, including, without limitation, any access of the Account by Authorized User and/or sub-accounts created by Authorized Users under the Account, regardless of whether such activity is authorized by Customer. Customer agrees to notify Cassidy immediately of any unauthorized use of or access to Customer’s Account or the Accounts of any of its Authorized Users.

4.3. Administrators; Permissions. Customer may designate an administrator or administrators (each, an “Administrator”) to administer and manage Customer’s Account, which includes, without limitation, the right to invite Authorized Users to access and use the Cassidy Service on behalf of Customer and to assign certain permissions and access rights to each Authorized User (“Permissions”). Customer acknowledges and agrees that depending on the Permissions granted to an Authorized User, such Authorized User may subsequently invite or enable other Authorized Users with the same access and ability to access and use the Cassidy Service. Customer acknowledges and agrees that Customer is solely responsible and liable for its Administrator(s) administration and management of the Account, including, but not limited to, the inviting and granting of access to the Account and Cassidy Service to Authorized Users and the assignment of Permissions to Authorized Users. Customer shall be responsible for its Authorized Users’ compliance with the terms and conditions of this Agreement, and any noncompliance of any Authorized User shall be deemed a breach of this Agreement by Customer.

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

5.1. Security. Cassidy shall implement and maintain industry-standard technical and organizational security measures that are reasonably designed to prevent unauthorized access to and disclosure of Customer Materials stored, processed or hosted in Cassidy Systems. Cassidy shall inform Customer without unreasonable delay (but in no event, less than 48 hours), as soon as it has become aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to unencrypted Customer Materials stored, processed or hosted in Cassidy Systems (“Security Incident”). Cassidy shall provide all reasonable information in Cassidy’s possession concerning such Security Incident insofar as it affects Customer, including the following, to the extent then known: (a) the possible cause and consequences for any data subjects who’s Personal Data was involved in the Security Incident; (b) a summary of the Customer Materials affected, and the categories of Personal Data involved, if applicable; (c) a summary of the unauthorized recipients of the Customer Materials; and (d) the measures taken by Cassidy to mitigate any damage. Cassidy shall use reasonable efforts to provide Customer updates of further developments concerning a Security Incident.

5.2. Customer Responsibility. Customer has and will retain sole responsibility for: (a) the security of Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (b) the security and use of Customer’s and its Authorized Users’ access credentials; (c) all access to and use of the Cassidy Service directly or indirectly by or through the Customer Systems or its or its Authorized Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use; (d) implementing measures to allow Customer to backup and archive appropriately in order to restore availability and access to Customer Materials in a timely manner in the event of a physical or technical incident; and (e) taking any appropriate steps to securely encrypt or pseudonymize any Customer Materials.

6.1. Subscription Fees. Customer shall pay the applicable subscription fees for Customer’s subscription tier, as set forth on the applicable Order Form (the “Subscription Fees”). Except as otherwise set forth in the Order Form, the Subscription Fees payable by Customer will remain fixed during the Subscription Term unless Customer (a) exceeds any applicable Usage Parameters specified in the Order Form, or (b) subscribes to any additional features, functionality, or products which are subject to additional fees. Upon any increase in Subscription Fees as described above, Customer shall pay the Subscription Fees for such increase on pro-rated basis for the remainder of Customer’s then-current Subscription Term, and all applicable Subscription Fees shall renew in full at the start of any subsequent renewal term.

6.2. Support and Implementation Services Fees. Cassidy’s standard Support offering is included in the Subscription Fees. If Customer requests any additional or enhanced Support beyond the standard offering, such Support may be subject to additional fees, which shall be set forth in the applicable Order Form entered into by Customer and Cassidy for the purchase of such Support. If Customer purchases Implementation Services, Customer shall pay the applicable fees as set forth in the applicable Order Form.

6.3. Payment Terms. Unless otherwise set forth on the applicable Order Form: (a) all Subscription Fees are due and payable at the time Customer submits the applicable Order Form and upon the first date of any renewal term, and will be automatically billed to the credit card, or other payment method selected by Customer or otherwise specified in the Customer’s Account (the “Payment Method”), and (b) fees for Implementation Services and additional Support fees (if applicable) will be invoiced to Customer and payable by Customer within thirty (30) days of the invoice date. Customer represents and warrants that it has the legal right and authority to use the Payment Method provided by Customer hereunder. Customer hereby authorizes Cassidy and its third party payment processors to bill and charge the Payment Method for the applicable fees due and payable by Customer hereunder and any applicable taxes and any other charges that Customer may incur in connection with the use of the Cassidy Service, in accordance with the billing terms in effect at the time a fee or charge is due and payable. To the extent that any amounts owed by Customer cannot be collected from or through the Payment Method(s), Customer is solely responsible for paying such amounts by other means. Customer agrees to pay interest at the rate of 1.5% per month (or the maximum rate allowed by applicable law, whichever is lower) on amounts past due, and to pay all reasonable costs, including attorneys’ fees and costs, associated with Cassidy’s collection of past due amounts. If payment is not received or cannot be charged to Customer for any reason in advance, Cassidy reserves the right to suspend or terminate Customer’s and its Authorized Users’ access to Cassidy Service and/or terminate this Agreement for breach in accordance with Section 8.3(b). All fees are non-refundable and non-cancellable and will be paid in U.S. dollars.

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

6.5. Trial and Promotional Offers. Cassidy may make the Cassidy Service available on a free trial basis or offer promotions (e.g., discounts, fee credits, etc.) for the Cassidy Service. If Customer obtains trial access or accepts any promotion offers for the Cassidy Service, Customer acknowledges and agree that upon expiration of the trial and/or Customer’s use of the promotion, continued use of the Cassidy Service shall be subject to Customer’s payment of the then-current fees for the applicable Cassidy Service. For the avoidance of doubt, and unless otherwise expressly authorized by Cassidy in writing, if Customer terminates its Account prior to the end of a promotion period, or before using the entirety of the promotion, any unused promotions shall expire upon termination.

6.6. Changes. Cassidy may change its fees and payment terms at its discretion; provided however, that any changes with respect to the fees will not take effect for Customer until the start of the next Subscription Term. Cassidy will provide written notice to Customer of any changes to the fees that affect the Subscription purchased by Customer hereunder.

7.1.Customer Proprietary Rights. As between the parties, Customer shall retain all right, title and interest in and to the Customer Materials and Output that is generated from Customer Materials input through the AI Features. Customer acknowledges and agrees that due to the nature of machine learning, Output may not be unique to Customer, and the AI Features may generate the same or similar output for Cassidy’s other customers.

7.2. Usage Data. Customer acknowledges and agrees that Cassidy has the right to collect, generate, process and use technical logs, metrics, analytics, and performance data relating to the operation, delivery and use of the Cassidy Service and the processing of Customer Materials, but excluding Customer Materials (collectively, “Usage Data”); provided that, Cassidy will only disclose Usage Data, to third parties, including subcontractors, for the purposes of facilitating the Cassidy Service, to improve, test, and maintain the Cassidy Service, to perform its other obligations and exercise its rights under this Agreement, or as otherwise required by law. In addition, Customer agrees that Cassidy may obtain and use Usage Data to create aggregated, anonymized or deidentified data or information of similar form that does not permit the identification of Customer or any Authorized Users or other individual or entity (the “De-Identified Data”). Cassidy shall own, and may retain, use, and disclose, Usage Data and De-Identified Data for any lawful business purpose, including to improve its products and services.

7.3. Cassidy Proprietary Rights. Subject to Customer’s rights in and to Customer Materials, Cassidy or its licensors retain all right, title, and interest in and to (a) the Cassidy Service, Cassidy Systems, Cassidy Materials (and Output generated from Cassidy Materials), and all other materials, graphics, user and visual interfaces, images, code (including source code or object code), products, applications, and text, embodied in, or comprising the Cassidy Service, as well as the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Cassidy Service, (b) the Usage Data and De-Identified Data, (c) the trademarks, service marks, proprietary logos, and other distinctive brand features found in the Cassidy Service, and any and all modifications, updates, enhancements, and improvements thereto, and all intellectual property and proprietary rights, embodied in, or otherwise applicable to any of the foregoing (collectively, “Cassidy Property”). There are no implied rights or licenses in this Agreement and all rights and licenses not expressly granted in this Agreement are expressly reserved by Cassidy.

7.4. Feedback. To the extent Customer or any Authorized User provides any suggestions and/or feedback to Cassidy regarding the functioning, features, and other characteristics of any Cassidy Property, or any part or component thereof, or other materials or services provided or made available by Cassidy hereunder (“Feedback”), Customer hereby grants Cassidy a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) under Customer’s and its licensors’ Intellectual Property Rights to use and exploit such Feedback in any manner and for any purpose.

8.1. Term. Unless earlier terminated in accordance with the terms of this Agreement, this Agreement commences on the date Customer first accepts it and continues until all Subscription Terms hereunder have expired or have been terminated.

8.2. Subscription Terms. Each Subscription Term shall: (a) commence on the start date and continue for the duration of the Subscription Term, each as set forth in the Order Form, and (b) unless otherwise set forth in the Order Form, automatically renew for successive terms equal to the initial Subscription Term, unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.

8.3. Termination

a) Customer may terminate this Agreement for convenience, at any time upon thirty (30) days prior written notice to Cassidy via email at support@cassidyai.com, provided that; all remaining and unpaid Subscription Fees shall become immediately due and payable, and any prepaid fees for the Subscription Fees will not be refunded.

b) Either party may terminate this Agreement immediately upon written notice if the other party (i) materially breaches its obligations under this Agreement (including, payment obligations), and does not remedy such material breach within thirty (30) days of the date on which the breaching party receives written notice of such breach from the non-breaching party; or (ii) becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within forty-five (45) days of its commencement, or makes an assignment for the benefit of creditors.

8.4. Effect of Termination. Upon termination of this Agreement for any reason:

a) Customer’s and its Authorized Users’ right to access and use the Cassidy Service will automatically terminate, and Customer will cease and ensure all Authorized Users cease all access and use of the Cassidy Service and related Documentation.

b) Cassidy’s obligations to perform the Implementation Services hereunder shall immediately terminate.

c) Except in the event of termination by Customer in accordance with Section 8.3(b)(i) above, all outstanding fees immediately becoming due and payable, including, without limitation, any Subscription Fees payable for the remainder of the then-current Subscription Term. For the avoidance of doubt, in no event will termination (whatever the reason) relieve Customer of its obligations to pay any fees payable to Cassidy for the period prior to the effective date of termination.

d) The receiving party of Confidential Information will promptly return or destroy Confidential Information in its possession or control, except that, with respect to Customer Materials, which shall be returned in accordance with clause (e) below, and notwithstanding the foregoing, the receiving party may retain Confidential Information in accordance with its standard backup or record retention policies or as required by law, subject to continued compliance with Sections 5 and 9.

e) Cassidy will securely delete all Customer Materials in its possession or control in accordance with its then-current data retention policies, but in any event, within sixty (60) days following the effective date of termination. If Customer has purchased access to the Cassidy Service, Customer shall have fourteen (14) days following the effective date of termination to export Customer Materials stored on the Platform (this shall not apply if Customer has obtained the Cassidy Service on a trial basis).

8.5. Survival. Each party is responsible for any obligations to the other party that arose prior to any termination or expiration of this Agreement. In addition, except as otherwise set forth in this Agreement, the parties’ rights and obligations under the following Sections shall survive: 1, 2.4, 2.5, 5, 6, 7.3, 7.4, 8, 9, 10, 11, 13, 15 and 16.

9.1. Definition. “Confidential Information” means: (a) with respect to Cassidy: the Beta Features, Documentation, Feedback, and any non-public technical and business information regarding any Cassidy Property, or any of Cassidy’s other products and/or services, and all materials and information disclosed under this Agreement that are marked “confidential” by Cassidy or that Customer knows or should have known, under the circumstances, are considered confidential by Cassidy; and (b) with respect to Customer: the non-public aspects of the Customer Materials, and all materials and information disclosed under this Agreement that are marked “confidential” by Customer.

9.2. Use and Protection. The receiving party will (a) use Confidential Information only to fulfill its obligations and exercise its rights in this Agreement, (b) not disclose Confidential Information to third parties without the disclosing party’s prior approval, except as permitted in this Agreement, and (c) protect Confidential Information using at least the same precautions the receiving party uses for its own similar information and no less than a reasonable standard of care. The receiving party may disclose Confidential Information of the disclosing party to its employees, agents, contractors and other representatives (collectively, “Representatives”) having a legitimate need to know, provided that, the receiving party remains responsible for its Representatives’ compliance with this Section 9, and such Representatives are bound to confidentiality obligations no less protective than this Section 9.

9.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the disclosing party; (c) it rightfully received from a third party without confidentiality restrictions; or (d) it independently developed by the receiving party without using or referencing disclosing party’s Confidential Information. The receiving party may disclose Confidential Information of the disclosing party without violating this Section to the extent that such Confidential Information is required to be disclosed by law or court order; provided, however, that the receiving party shall first give the disclosing party prompt notice of such order so that the disclosing party may take appropriate actions to protect its rights, including seeking a protective order or other appropriate remedy.

10.1. Indemnification by Cassidy. Cassidy shall defend or settle any claim, action, or suit brought by a third party (each, a “Claim”) against Customer alleging that Customer’s use of the Platform as authorized herein infringes or misappropriates the Intellectual Property Rights of any third party, and pay any damages, liabilities, fines, penalties, assessments, costs and expenses (including reasonable legal fees), and amounts (collectively, “Losses”) finally awarded by or agreed to (and reasonably approved by Cassidy) in settlement of such Claim. If Customer’s use, or Cassidy reasonably believes Customer’s use, of the Platform (or any part thereof) is or may be enjoined, or if otherwise required by settlement or injunction, Cassidy may elect at its option to: (a) obtain a license for the affected portion of the Platform; (b) modify or replace the affected portion of the Platform, so as to avoid infringement, without materially degrading the functionality of the Platform; or (c) terminate or discontinue the Platform (or affected portion thereof). Notwithstanding the foregoing, Cassidy will have no obligation under this Section or otherwise with respect to any infringement or misappropriation claim based on or arising from: (i) any modification of the Cassidy Service (or any part thereof) by any person other than Cassidy or its authorized representatives, (ii) Third Party Integrations or any third party AI Features, (iii) the use, operation, or combination of the Cassidy Service (or any part thereof) with software programs, data, equipment, materials, or business processes not provided by Cassidy, if such claim would not have arisen but for such use, operation, or combination, (iv) Customer Materials or Output (except for Output based solely on Cassidy Materials), (v) Customer’s use of the Cassidy Service other than in accordance with this Agreement, and/or (vi) any Beta Features, or any free, trial, or promotional use of the Cassidy Service. This Section 10.1 states Customer’s sole and exclusive remedy and Cassidy’s sole and exclusive obligation and liability with respect to any claim of intellectual property infringement and/or misappropriation.

10.2. Indemnification by Customer. Customer shall indemnify, defend, and hold Cassidy and its affiliates, officers, directors, employees, contractors, representatives, licensors, and agents harmless from and against any Claims brought against Cassidy and any Losses attributable to such Claims to the extent arising out of or related to: (a) Customer’s or its Authorized Users’ breach of this Agreement, including, but not limited to, any representation, warranty, or agreements referenced herein; (b) Customer Materials or Output, including, but not limited to, allegations that any Customer Materials or Output violate any applicable laws, rules, or regulations or infringe or misappropriate the intellectual property or privacy rights of any third party; (c) Customer’s or any Authorized Users’ breach of any Data Protection Laws or violation of any third-party right, including without limitation any Intellectual Property Right, publicity, confidentiality, property, or privacy right; (d) breach or violation by Customer or its Users of any terms and conditions, policies, orders, or other agreements and/or guidelines applicable to any third party AI Features or any Third Party Integrations; or (e) Customer’s or its Users’ use or misuse of the Cassidy Service and/or any Output.

10.3. Procedure. The party to be indemnified party shall (a) promptly notify the indemnifying party in writing of any claim asserted against the indemnified party (provided that, a delay in providing notice does not excuse the indemnifying party’s obligations unless the indemnifying party is prejudiced by such delay), (b) give the indemnifying party sole control of the defense thereof, and (c) at the indemnifying party’s reasonable request and expense, cooperate and assist in such defense. Under no circumstances shall the indemnifying party enter into any settlement that involves an admission of liability, negligence, or other culpability of the indemnified party or requires the indemnified party to contribute to the settlement without the indemnified party’s prior written consent. The indemnified party may participate and retain its own counsel at its own expense.