Last updated: December 17, 2025

Services Agreement

By entering into or accepting an Order Form (as defined below) that includes a link to or otherwise references this Chiki.StudIO Services Agreement (collectively with the Order Form, this “Agreement”), which governs the Chiki.StudIO Organization Plan, the entity entering into such Order Form (“Customer”) agrees to be bound by the terms and conditions of this Agreement as of the effective date of such Order Form (the “Effective Date”). This Agreement is between Customer and Leliuga, MB., a private company limited by shares incorporated and existing under the laws of Lithuania (“Company”). Company and Customer may each be referred to herein individually as a “Party” and collectively as the “Parties.”

1. DEFINITIONS The following capitalized terms herein shall have the meanings set forth in this Section 1, unless defined elsewhere.

1.1 "Owner" means the Authorized User acting as the Customer's representative who holds the highest administrative authority over the Organization Plan. The Owner has the exclusive right to access and export detailed user session content pursuant to Section 2.2, together with all administrative privileges granted to the Administrator under Section 2.4.

1.2. “Authorized Users” means individuals who are authorized by Customer to use the Service. Authorized Users may include Customer's employees, consultants, and independent contractors who use the Service solely on behalf of and for the benefit of Customer.

1.3. "Administrator" means the Authorized User with administrative privileges appointed by Customer to manage the Organization Plan account. Administrator may add, remove, and suspend Authorized Users' access to the Organization and has all administrative privileges granted under Section 2.4.

1.4. "Organization" means the dedicated, logically isolated digital environment associated with a specific Organization Plan subscription, where Authorized Users collaborate and where Sessions are initiated and stored, separate from any personal workspaces.

1.5. "Session" means any single task interaction initiated by Authorized Users within the Organization, including its inputs, outputs, prompts, and all related metadata.

1.6. “Confidential Information” means non-public information that is disclosed or made available by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) under this Agreement, that is designated by the Disclosing Party as confidential or that the Receiving Party should reasonably know is confidential given the nature of the information or circumstances of disclosure. Without limiting the foregoing, Customer Data is the Confidential Information of Customer, and the non-public features of the Service and Professional Services are the Confidential Information of Company. Confidential Information does not include any information which: (a) is or becomes generally known and available to the public through no fault of the Receiving Party; (b) was already in the Receiving Party's possession at the time of disclosure by the Disclosing Party free of any obligation of confidentiality owed to the Disclosing Party; (c) is lawfully obtained by the Receiving Party from a third-party free of any obligation of confidentiality owed to the Disclosing Party; or (d) is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party's Confidential Information. For purposes of this Agreement, Confidential Information shall not include Customer Personal Data, which is defined and addressed separately in the DPA.

1.7. “Minute” means the standard unit of measurement for Chiki.StudIO usage.

1.8. “Customer Chosen Third-Party Product” means any product, service, application, functionality, or content that is provided by a third-party or by Customer and that Customer or any of its Authorized Users chooses to interoperate or use in connection with the Service.

1.9. “Customer Data” means all electronic data submitted or imported into the Service by or on behalf of Customer or its Authorized Users and the Customer-specific output that is generated by Authorized Users' use of the Service.

1.10. “Data Protection Laws” means the privacy, data protection and data security laws and regulations of any jurisdiction applicable to the Processing of the relevant Customer Personal Data under the Agreement, including, without limitation, as applicable, the GDPR and the State Privacy Laws.

1.11. “Documentation” means any user guides and other end user documentation that describe the features or functionality of the Service and that are provided or made available to Customer by Company, including but not limited to, Company's Usage Policy available at usage-policy, as may be updated by the Company from time to time (the “Usage Policy”).

1.12. “Order Form” means an ordering document or form (including online ordering via Company's website) entered into with Company that references this Agreement and that specifies the subscription(s) to the Service, or Professional Services being purchased by Customer pursuant to such ordering document or form. Order Forms do not include any Customer purchase order terms.

1.13. “Customer Personal Data” means any Personal Data Processed by Company or its Sub-Processors on behalf of Customer to perform the Services under the Agreement.

1.14. “Professional Services” means onboarding, integration, implementation, configuration, or other professional services provided by Company in connection with Customer's use of the Service, as described more fully in an applicable Order Form. Professional Services do not include the provision of the Service.

1.15. “Personal Data” means any information or data that constitutes “personal data,” “personal information,” “personally identifiable information” or similar term defined in Data Protection Laws.

1.16. “Process” and inflection thereof means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

1.17. “Service” means Company's agentic AI service known as “Chiki.StudIO” as identified on an applicable Order Form. The Service includes the Documentation and AI Tools (as defined below), but excludes Professional Services, Customer Data, and Customer Chosen Third-Party Products.

1.18. “Sub-Processor” means any third party appointed by or on behalf of Company to Process Customer Personal Data.

1.19. “State Privacy Laws” means, collectively, the comprehensive U.S. state data privacy laws currently in effect and applicable to Company's Processing of Personal Data under the Agreement.

1.20. “GDPR” means, as and where applicable to Processing concerned: (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”); and/or (ii) the EU GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (as amended, including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019) (“UK GDPR”), including, in each case (i) and (ii) any applicable national implementing or supplementary legislation (e.g., the UK Data Protection Act 2018), and any successor, amendment or re-enactment, to or of the foregoing. References to “Articles” and “Chapters” of, and other relevant defined terms in, the GDPR shall be construed accordingly.

2. SERVICES

2.1. Service. Subject to the terms and conditions of this Agreement, Company will make the Service available to Customer during the Order Form Term (as defined below), and Company hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable right to access and use, and to allow its Authorized Users to access and use, the Service in accordance with the Documentation and any limitations set forth in the applicable Order Form, solely for Customer's internal business purposes. Each Order Form is incorporated into and forms part of this Agreement. In the event of any conflict or inconsistency between this Agreement and an Order Form, except as otherwise expressly set forth in this Agreement or the Order Form, this Agreement shall control. Customer will not, and will not permit any Authorized User to use the Service in violation of the Usage Policy.

2.2. Customer and Owner Account. Customer shall provide accurate, complete and up-to-date account information and maintain such accuracy throughout the term of this Agreement. Customer shall not share account access credentials or individual login credentials with any unauthorized person, nor resell, rent, lease or otherwise transfer access to its account or any Authorized User's account to any third party. Upon discovering any unauthorized access to the account or the Services, Customer shall immediately notify the Company in writing (including via email to the designated contact) and take reasonable measures to mitigate potential risks.

The Owner is entitled to access the detailed content of all Sessions generated within the Organization and may export such content for Customer's internal audit, compliance reviews, business analysis or other legitimate business purposes, with Customer ensuring full compliance with applicable privacy, data protection, cybersecurity laws, regulations and industry standards when exercising such rights. The Owner possesses all administrative privileges granted to the Administrator as specified in Section 2.4. Customer shall ensure that the Owner and all Authorized Users comply with this Agreement and all applicable policies.

2.3. Authorized User Account. An Authorized User account may only be assigned to, registered to, and used by a single designated Authorized User. Customer is responsible for all activities that occur under its account (including activities undertaken by Authorized Users accessing the Service via an Authorized User account or otherwise). Customer shall obtain and maintain all necessary consents from Authorized Users to allow the Owner and the Administrator to perform the activities described in this Agreement and to allow the Company to provide the Service.

2.4. Administrator Account. Both the Owner and the Administrator is entitled to manage Authorized Users, including inviting, adding, removing, suspending, or restoring their access to the Organization; view aggregated usage data for all Authorized Users under the Organization Plan, as well as individual-level usage statistics (e.g., number of tasks executed, minutes consumed, etc.); and view and manage all billing documents, payment records, and top-up history associated with the Organization Plan.

2.5. Modifications. Company reserves the right to update the Service from time to time and to modify or remove existing features from the Service due to issues relating to data security, technical problems, or changes in applicable law, provided that the modification or removal is reasonable in consideration of the interests of both Parties.

2.6. Professional Services. Company will provide Professional Services in accordance with the applicable Order Form and subject to the terms of this Agreement. Company and Customer will cooperate to enable Company to perform the Professional Services according to the specifications set forth in the applicable Order Form and Customer agrees to timely perform any Customer obligations specified therein. Company will not be liable to the extent its performance of Professional Services is affected by Customer's failure to fulfill such Customer obligations. Unless expressly stated otherwise in the Order Form, any timelines provided in connection with Professional Services are good faith projections and not guarantees.

2.7. General Restrictions. Customer will not, and will not permit any Authorized User or other person or entity to, directly or indirectly: (a) use the Service except as permitted hereunder; (b) decompile, disassemble, or reverse engineer the Service, including any of its underlying software (unless this restriction is not permitted under applicable law); (c) sell, rent, lease, or use the Service for time sharing purposes; (d) remove, modify, or obscure any copyright or proprietary rights notices contained on or in the Service or any Output (as defined below); (e) access or use the Service in a manner that circumvents or exceeds any account limitations or requirements; (f) use the Service for the purpose of building a similar or competitive product or service; (g) obtain unauthorized access to the Service (including permitting access to or use of the Service via another system or tool, the primary effect of which is to enable input of requests or transactions by anyone other than Authorized Users); (h) use the Service or any Output in a manner that is contrary to applicable law or in violation of any third-party rights, including any intellectual property, privacy, or publicity rights; (i) publish, post, upload, or otherwise transmit any data via the Service that contains any viruses, Trojan horses, worms, time bombs, corrupted files, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, Customer Personal Data, or property (“Malicious Code”); (j) use any tools in order to probe, scan, or attempt to penetrate or benchmark the Service, (k) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Services (including images, text, page layout or form); (l) use any metatags or other “hidden text” using Company's name or trademarks; or (m) interfere with or attempts to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service. The rights granted to Customer in this Agreement are subject to Customer's compliance with the restrictions set forth in this Section 2.7.

2.8. Suspension. If an Authorized User: (a) breaches this Agreement; or (b) has caused or may cause a security emergency, the Company may require Customer to suspend or terminate the relevant Authorized User account. If Customer does not take such action promptly, the Company may by itself suspend or terminate the account.

2.9. Data Segregation. Sessions generated by an Authorized User within the Organization shall be stored, processed, and made visible separately from, and independently of, any session data generated by the same individual when using the Service in their personal capacity (i.e., outside Customer's Organization Plan). The access and export rights granted to the Owner are strictly limited to Sessions within the Organization; under no circumstances shall the Owner or Customer be entitled to access an Authorized User's personal account or any personal session data generated therein. The Company will generally assist Customer in obtaining the Authorized User's consent through a systemized invitation process (e.g., an invitation link sent to the Authorized User's email address), provided that Customer bears ultimate responsibility for securing such consent.

2.10. Data Processing Agreement. If and to the extent that Data Protection Laws govern Company's Processing of Customer Personal Data in performance of the Service as a ‘processor', ‘service provider', or similar role defined under Data Protection Laws, the Parties agree to the terms of the Company's Data Processing Addendum (the “DPA”), which shall be deemed part of and incorporated into the Agreement.

2.11. Customer Chosen Third-Party Products. The Service may interoperate with certain Customer Chosen Third-Party Products. Such Customer Chosen Third-Party Products are not under Company's control, and Company makes no representations, warranties, or covenants with respect to, is not responsible or liable for, and does not endorse any Customer Chosen Third-Party Products. Customer and its Authorized Users use all Customer Chosen Third-Party Products at their own risk and will need to make their own independent judgment regarding any interaction or interoperation between them and the Service. Customer and its Authorized Users use all Customer Chosen Third-Party Products subject to the agreements and policies (including privacy policies) between Customer and the providers of such Customer Chosen Third-Party Products. Customer acknowledges and agrees that it is Customer's sole responsibility to review and comply with such agreements and policies. Customer agrees to promptly inform Company of all Customer Chosen Third-Party Products it uses in connection with the Service.

2.12. Artificial Intelligence Tools. Subject to the terms and conditions of this Agreement, Company may make available to Customer certain functionality or tools that use or leverage artificial intelligence related technology of Company or its licensors, including large language models, algorithms, and machine learning technology (collectively, “AI Tools”). The AI Tools may be used by Customer via the Service to generate suggested text, translations, information, results, content, and other material (collectively, “Output”) in response to Customer's prompts or inputs (collectively, “Input”). Due to the nature of artificial intelligence related technology, Customer understands that Customer's Input and Output may not be unique, and the AI Tools may generate the same or similar output for other users of the AI Tools. Artificial intelligence is rapidly evolving and given its probabilistic nature, use of the AI Tools may result in inaccurate or incomplete Output. Customer is solely responsible for evaluating the accuracy, completeness, and suitability of its Input and Output for Customer's use cases, and subjecting them to appropriate quality control procedures, including human review and verification. Certain AI Tools may operate through local device access, including browser extensions, desktop applications, or other locally-installed software ("Local Access Tools"). By enabling any Local Access Tool, Customer: (a) authorizes Company to access and operate within Customer's local environment, including utilizing existing login sessions, authentication tokens, cookies, and network connections; (b) acknowledges that actions executed through Local Access Tools may be attributed to Customer by third-party services and that Customer is solely responsible for compliance with such third parties' terms of service; (c) accepts that Company is not liable for any consequences arising from third-party services detecting, restricting, or terminating access due to automated operations conducted through Local Access Tools; and (d) is responsible for ensuring Authorized Users understand and consent to such local environment access.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, COMPANY DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS WITH RESPECT TO ANY INPUT OR OUTPUT EXCEPT THAT COMPANY AGREES NOT TO TRANSFER TO ANY THIRD PARTY ANY OF CUSTOMER'S SPECIFIC INPUT OR OUTPUT WITHOUT CUSTOMER'S CONSENT EXCEPT AS NECESSARY TO PROVIDE THE SERVICE OR PROFESSIONAL SERVICES.

3. GENERAL CUSTOMER OBLIGATIONS. Customer is responsible for all activities conducted under its and its Authorized Users' logins and Accounts for the Service. Customer must maintain the confidentiality and security of its and its Authorized Users' logins and Accounts. Any use of the Service by Customer or any of its Authorized Users in breach of this Agreement that in Company's reasonable judgment threatens the security, integrity, or availability of the Service may result in Company's immediate suspension of Customer's and/or any Authorized User's access to the Service; however, Company will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension.

4. PAYMENT.

4.1. Fees. Customer will pay Company the fees specified in the applicable Order Form or, if applicable, Customer's Account, for Customer's subscription(s) to the Service and any Professional Services in accordance with the payment schedule set forth in such Order Form or Account. Company may increase the fees for the Service for subscription renewals by providing advance notice to Customer prior to the start of the subscription renewal. Unless expressly stated otherwise in this Agreement, all fees paid are non-refundable.

4.2. Payments. If Customer purchases a subscription to the Service, the fees for such subscription will be billed at the start of the subscription and at regular intervals thereafter in accordance with Customer's elections at the time of purchase or, in the case of additional Minute purchases, at the time of purchase. If Customer's Order Form or Account indicates payment by invoice, Customer will pay Company within thirty (30) days from the date of Company's invoice. If Customer's Order Form or Account indicates online payment, Customer agrees that Company and/or its Third-Party Payment Services Provider is authorized to immediately invoice Customer's Account for all fees due and payable to Company and that no additional notice or consent is required. Company uses Stripe, Inc. and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Payment Services Provider”). If Customer makes a purchase via online payment Customer will be required to provide its payment details and any additional information required to complete Customer's order directly to Company's Third-Party Service Provider. Customer agrees to be bound by Stripe's Privacy Policy (currently accessible at https://stripe.com/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consents and authorizes Company and its Third-Party Payment Services Provider to share any information and payment instructions Customer provides to the minimum extent required to complete Customer's transactions. Online payment transactions may be subject to validation checks by Company's Third-Party Service Provider and Customer's payment card issuer, and Company is not responsible if Customer's card issuer declines to authorize payment for any reason. For Customer's protection, Company's Third-Party Service Provider may use various fraud prevention protocols and industry standard verification systems to reduce fraud and Customer authorizes such verification and authentication of its payment information. Customer's card issuer may charge Customer an online handling fee or processing fee. Customer agrees to immediately notify Company of any change in Customer's payment information to maintain its completeness and accuracy. Company reserves the right at any time to change its billing methods in its sole discretion. Customer's failure to provide accurate payment information to Company and/or its Third-Party Payment Services Provider or Company's inability to collect payment constitutes Customer's material breach of this Agreement.

4.3. Late Payments. In the event payments are not received by Company when due, Company may: (a) charge interest on any such unpaid amounts at a rate of the lesser of 1% per month or the maximum rate allowed by applicable law, from the date such payment was due until the date paid; and (b) terminate this Agreement or suspend Customer's access to the Service or suspend performance of any Professional Services until payment has been made in full if Customer fails to cure such nonpayment within thirty (30) days after written notice of such nonpayment.

4.4. Taxes. Fees and other charges described in this Agreement do not include sales, VAT, withholding, use, property, excise, service, or similar taxes (“Taxes”) now or hereafter levied. Customer is responsible for paying all Taxes associated with its purchases hereunder (excluding Taxes based on Company's net income or property). Any applicable tax-exempt certificates must be provided to Company prior to the execution of this Agreement. If Company is required to pay any Taxes in connection with the provision of the Service or any Professional Services to Customer, Customer will reimburse Company for such amounts within thirty (30) days of Company's invoice therefor. Customer hereby agrees to indemnify Company for any Taxes not paid by Customer as required by this Section 4.4(Taxes) and related interest, costs, and penalties paid or payable by Company.

4.5. Minute Purchases. The Service may be configured to allow Authorized Users to purchase additional Minutes. Customer is responsible for understanding the Services settings that allow additional purchases. If Customer purchases the Service based on usage, Customer acknowledges that Company will charge Customer the fees for the services based on the usage calculated by Company. Customer may need to prepay for Service by purchasing Minutes.

5. TERM AND TERMINATION.

5.1. Term; Termination. The term of this Agreement will commence on the Effective Date and will continue in effect until terminated as set forth in this Agreement. The term of each Order Form will commence on the effective date of such Order Form and continue in effect for the initial term and any renewal terms set forth therein (“Order Form Term”), unless earlier terminated in accordance with this Agreement. Either Party may terminate this Agreement in its entirety upon thirty (30) days' prior written notice at any time for convenience when there is no Order Form then in effect. Either Party may terminate this Agreement or any Order Form with immediate effect upon written notice to the other Party, if such other Party: (a) materially breaches this Agreement and does not cure such breach within thirty (30) days after receiving written notice describing such breach in reasonable detail; or (b) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

5.2. Effect of Termination. Any termination of an Order Form will not terminate any other Order Form then in effect unless such Order Form is expressly terminated as set forth in this Agreement. Upon the termination of this Agreement or the expiration or termination of any Order Form: (a) Customer and its Authorized Users must immediately terminate all access to and cease all use of the Service; (b) Customer must pay Company for all amounts owed by Customer in accordance with the terms of this Agreement; (c) each Party will promptly return or, at the other Party's option, permanently erase and destroy, all Confidential Information of the other Party in its possession or control. The Sections titled “General Restrictions,” “Data Processing Agreement,” “Payment,” “Effect of Termination,” “Proprietary Rights,” “Confidentiality,” “General Disclaimer,” “AI Disclaimer,” “Limitation of Liability,” “Indemnification,” “Notice,” “Construction,” and “Governing Law and Dispute Resolution,” and any other provisions of this Agreement which by their nature should survive termination of this Agreement, will survive the termination of this Agreement.

6. PROPRIETARY RIGHTS.

6.1. Output; Background Intellectual Property. Company, or its licensors as applicable, retains and will have sole and exclusive ownership of all technology (including machine learning technology), documents, information, and materials of any type, excluding the Output, developed or used by or on behalf of Company or its licensors prior to, separate from, or in the course of rendering the Service or any Professional Services under this Agreement, and all intellectual property rights and other proprietary rights therein (“Background Technology”). Company further retains all rights, title, and interest in Usage Data (as defined below). As between the Parties, Customer does and will own the Output (excluding any Background Technology incorporated therein) and Customer's Input and Output are considered “Customer Data” and Customer's Confidential Information. Customer acknowledges that it may not have any proprietary rights in or to any Input or Output if the same or similar input or output have been submitted to or generated by the AI Tools by or for other users of the AI Tools or related or similar artificial intelligence technology.

6.2. Customer Data. As between Company and Customer, Customer owns its Customer Data. Customer hereby grants to Company and its applicable service providers and contractors a non-exclusive, royalty-free, sublicensable, transferable, worldwide right and license to process, host, use, copy, modify, translate, transmit, and display the Customer Data in order to: (a) provide the Service; (b) to improve and further develop Company's products and services, research, and machine learning technology; and/or (c) as otherwise authorized by Customer in writing. Customer is solely responsible for creating backup copies of any Customer Data at Customer's sole cost and expense, and Customer acknowledges that Company has the right to delete any and all Customer Data at any time. Subject to the limited licenses granted herein, Company acquires no right, title, or interest in any Customer Data. Customer shall be responsible for the accuracy, quality, and legality of Customer Data, including the means by which Customer acquired Customer Data. Customer is solely responsible for obtaining all consents and rights required from third parties to allow Company to access, use, store, and process the Customer Data as contemplated herein and to exercise the license rights to Customer Data as set forth in this Section 6.2 (Customer Data). Although Company has no obligation to monitor Customer's use of the Service, Company reserves the right in its sole discretion to refuse or remove any Customer Data from the Service if Company reasonably believes it violates this Agreement, the Usage Policy, applicable laws, or is otherwise objectionable. If Company believes that criminal activity has occurred, Company reserves the right to, except to the extent prohibited by applicable law, disclose any Customer Data to comply with applicable laws, legal processes, or governmental requests.

6.3. Third-Party Intellectual Property. The Service may include intellectual property, including open-source software owned by third parties. Such third-party intellectual property may be licensed to Customer under separate or different terms and conditions (“Third-Party Terms”), which are not granted to Customer under this Agreement. Company is not responsible for such third-party intellectual property, and Customer acknowledges and agrees that Company is not liable for any losses, damages, costs, or expenses you may suffer or incur in connection with any third-party intellectual property or Third-Party Terms.

6.4. Marks. All logos, trade names or trademarks owned or used by Customer in the course of its business (“Marks”) are the property of the Customer or its licensors. The Customer reserves all intellectual property rights in relation to the use of such Marks. Company may use Customer's Marks to identify Customer as an customer of Company's Services, including on Company's public website and any marketing materials. Company agrees that any such use shall be subject to Company complying with any written guidelines that Customer may deliver to Company regarding the use of its name and shall not be deemed Customer's endorsement of the Service. “Company” and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of Company and may not be used without permission in connection with Customer's, or any third-party's, products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

6.5. Usage Data. Customer hereby authorizes Company and its third-party service providers to generate data, information, insights, statistics, and usage data related to Company's provision of the Services and your use of the service and associated software, systems, programs, and technologies (“Usage Data”).

6.6. Feedback. Company shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into its products and services any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or its Authorized Users relating to the features, functionality, or operation of the Service or the Professional Services (“Feedback”).

6.7. Reservation of Rights. Except as explicitly set forth in this Agreement, each Party reserves all rights in and to its respective intellectual property, and neither Party grants to the other Party any license, express or implied, under its intellectual property rights.

6.8. Marketing. If requested by Company, Customer agrees to consider in good faith opportunities to collaborate with Company regarding joint marketing efforts relating to Customer's use of the Service, which may include Customer testimonials, press releases, video testimonial and case studies, online references, events, customer references, recommendations, and/or award submissions.

7. CONFIDENTIALITY. The Receiving Party agrees not to disclose Confidential Information to any third party except its personnel, contractors, service providers, and agents who need to know it and have agreed in writing, or are otherwise bound to keep it confidential (“Representatives”). Only the Receiving Party and its Representatives may use the Confidential Information, and only to exercise the Receiving Party's rights and fulfill its obligations under this Agreement. The Receiving Party shall safeguard the Confidential Information using the same level of care that it uses for its own Confidential Information but at all times using at least a reasonable degree of care to protect it. The Receiving Party may also disclose Confidential Information to the extent required by law after providing reasonable notice to the Disclosing Party and shall reasonably cooperate with the Disclosing Party to obtain confidential treatment thereof. Each Party will return or destroy all Confidential Information upon request.

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

8.1. Mutual Representations and Warranties. Each Party represents and warrants to the other that: (a) it has the right, power, and authority to enter into this Agreement and to perform its obligations and to grant the rights granted under this Agreement; (b) its entry into and performance of this Agreement (including the provision of Service) do not and will not result in a breach of any agreement or understanding to which it is a party; and (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement.

8.2. Company Representations and Warranties. Company represents and warrants to Customer that (a) the Service will perform materially in accordance with the applicable Documentation; (b) Company will use commercially reasonable efforts to test the Service to detect and remediate Malicious Code; and (c) the overall functionality of the Service will not be materially decreased (collectively, the “Limited Warranties”). Company will not be liable for a breach of any Limited Warranty unless Customer gives written notice to Company explaining in reasonable detail the breach within thirty (30) days after the time when Customer discovers or ought to have discovered such Limited Warranty breach. After receipt of such written notice, Company will use commercially reasonable efforts to correct the breach at no additional charge to Customer, and in the event Company fails to successfully correct the Service within a reasonable time after receipt of such notice from Customer, Customer shall be entitled to terminate the applicable Order Form in accordance with Section 5.1 (Term; Termination) and receive a pro rata refund of any prepaid, unused Fees for the non-conforming Service.

8.3. General Disclaimer. THE REMEDIES SET FORTH IN SECTION 8.2 (COMPANY REPRESENTATIONS AND WARRANTIES) WILL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND COMPANY'S ENTIRE LIABILITY FOR ANY BREACH OF ANY LIMITED WARRANTY. EXCEPT FOR THE LIMITED WARRANTIES, COMPANY MAKES NO WARRANTY WHATSOEVER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO THE SERVICE, PROFESSIONAL SERVICES, OR ANY OUTPUT, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

8.4. AI Disclaimer. THE AI TOOLS ARE INTENDED AS OUTPUT GENERATION TOOLS ONLY AND DO NOT CONSTITUTE ANY WARRANTY OR GUARANTY THAT THE OUTPUT WILL PROVIDE ACCURATE, TAILORED, OR INFORMATIVE RESULTS OR BE FIT FOR ANY PARTICULAR PURPOSE OR USE CASE. THE LAWS AND REGULATIONS GOVERNING USE OF GENERATIVE AI ARE RAPIDLY EVOLVING, AND COMPANY DOES NOT GUARANTEE THAT CUSTOMER'S USE OF THE SERVICE, INCLUDING THE AI TOOLS OR OUTPUT, WILL COMPLY WITH APPLICABLE LAWS AND REGULATIONS OR THAT FUTURE LAWS AND REGULATIONS WILL NOT IMPACT CUSTOMER'S USE THEREOF. COMPANY DOES NOT REPRESENT OR WARRANT THAT CUSTOMER IS THE LEGAL OWNER OF THE OUTPUT, OR THAT THE INPUT OR OUTPUT ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE OUTPUT DOES NOT INCORPORATE, INFRINGE, OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. CUSTOMER IS SOLELY RESPONSIBLE FOR (a) ENSURING THAT ITS USE OF THE SERVICE, INCLUDING THE AI TOOLS AND OUTPUT, COMPLY WITH ALL APPLICABLE LAWS; AND (b) CUSTOMER'S USE OF THE SERVICE, INCLUDING THE AI TOOLS AND ANY OUTPUT RESULTING THEREFROM. CUSTOMER SHOULD EVALUATE THE FITNESS OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER'S SPECIFIC USE CASE. ALL INFORMATION INCLUDED IN THE OUTPUT OR OTHERWISE PROVIDED TO CUSTOMER HEREUNDER ARE FOR INFORMATIONAL PURPOSES ONLY AND WILL NOT BE CONSTRUED AS PROFESSIONAL ADVICE. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD-PARTY VENDOR.

9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ANY LIABILITY ARISING UNDER SECTIONS 7 (CONFIDENTIALITY) OR 10 (INDEMNIFICATION): (A) NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES NOR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; AND (B) IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID AND DUE TO BE PAID TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY'S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A COMPANY PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

10. INDEMNIFICATION.

10.1. Mutual Indemnification. Each Party (the “Indemnifying Party”) will indemnify, hold harmless and defend the other Party and its officers, directors, shareholders, agents, employees, and representatives (collectively, the “Indemnified Party”) from all claims, liabilities, fines, interest, costs, expenses and damages (collectively, the “Indemnified Losses”) arising out of any third-party action alleging the gross negligence or intentional misconduct of the Indemnifying Party in connection with this Agreement; provided, however, that the Indemnifying Party will not be required to indemnify, defend or hold harmless the Indemnified Party to the extent the Indemnified Losses are caused by the negligence or intentional misconduct of the Indemnified Party.

10.2. Company Indemnification. Company will defend or settle, at its own expense, any third-party action against Customer to the extent based on a claim that the Service infringes or otherwise violates such third party's intellectual property rights and will pay such damages and/or costs as are finally awarded against Customer and attributable to such claim. Should the Service become, or in Company's opinion be likely to become, the subject of such an infringement claim, Company may, at its option, (a) procure for Customer the right to use the Service at no additional cost to Customer, (b) replace or modify, in whole or in part, the Service to make it non-infringing, or (c) immediately terminate the applicable Order Form and refund any prepaid fees corresponding to the terminated period. Company assumes no liability hereunder for: (x) any compliance with Customer's specifications; (y) the combination, operation, or use of the Service with Customer Chosen Third-Party Products; or (z) Customer Data.

10.3.. Customer Indemnification. Customer will indemnify, defend, and hold harmless Company and its affiliate entities, officers, directors, employees, agents, partners, suppliers, licensors, successors, and assigns (the “Company Parties”) against any liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from any third-party action to the extent based on a claim related to: (a) Customer Data or use of the Output by the Customer;, (b) Customer's violation of this Agreement, (c) Customer's violation of any rights of a third party, including any other user, or (d) Customer's violation of any applicable laws, rules, or regulations.

10.4. Indemnification Procedures. The Indemnified Party must: (a) promptly notify the Indemnifying Party of the claim for which indemnification is sought; provided that failure to do so will not operate as a waiver of the Indemnifying Party's obligations hereunder except to the extent the Indemnifying Party is prejudiced by such failure; (b) give the Indemnifying Party sole control of the defense and settlement of the action, provided that any settlement that imposes any material obligation on the Indemnified Party will require the Indemnified Party's prior written consent, not to be unreasonably withheld; however, the Indemnified Party may select counsel of its own choosing at its sole cost and expense to participate in such defense and settlement; and (c) give the Indemnifying Party all reasonable cooperation and assistance in its defense or settlement of the action, to the extent permitted by law, at Indemnifying Party's cost and expense.

10.5. THIS SECTION 10 SETS FORTH COMPANY'S ENTIRE LIABILITY AND OBLIGATION, AND CUSTOMER'S SOLE REMEDY, FOR ANY CLAIM OF INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS HEREUNDER BY THE SERVICE.

11. Governing Law and Dispute Resolution.

11.1. This Agreement will be deemed to have been made in, and will be construed pursuant to the laws of Lithuania.

11.2. If you have any disputes, claims, or controversies arising out of or relating in any way to these Terms or the Services, including claims and disputes that arose before the effective date of these Terms (a ”Dispute”), you agree to first attempt to resolve the Dispute informally. You and the Company agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court ("Informal Dispute Resolution").

11.3. For any Dispute that is not resolved informally within the 45-day period, and where these Terms do not specify a mandatory dispute resolution process or the local law does not require otherwise, you and the Company agree that any Dispute will be referred to and finally resolved by arbitration administered by the Lithuania International Arbitration Centre (“LIAC”) under the Arbitration Rules of the LIAC in force at the time of delivery of the arbitration notice, which rules are deemed to be incorporated by reference in this clause. The arbitration will be conducted in accordance with the laws of Lithuania, with the seat of arbitration in Lithuania, and the language of the proceedings in English. The Tribunal shall consist of a sole arbitrator, to be appointed by mutual agreement of the parties. If the parties are unable to agree on the appointment within thirty (30) days from the date of the delivery of the Notice of Arbitration, the sole arbitrator shall be appointed by the President of the LIAC in accordance with the LIAC Rules. The arbitrator shall award only such damages as are permitted under these Terms. Each party shall bear its own legal costs and expenses (including, without limitation, counsel fees), and the parties shall equally share the fees and expenses of the arbitrator unless otherwise determined by the arbitrator in the final award.

11.4. Notwithstanding anything to the contrary in the Terms, either party may always apply to a court of competent jurisdiction for an injunction or any other legal or equitable relief.

12. MISCELLANEOUS.

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

12.2. Assignment. The Customer may not assign this Agreement without the Company's prior written consent, except that the Customer without such consent may assign this Agreement in its entirety in connection with a reorganization, consolidation, or other restructuring, or a merger or acquisition of all or substantially all of such Party's voting securities or assets. Company may, without the Customer's consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Non-permitted assignments are void.

12.3. Notice. All legal notices hereunder shall be in writing to the addresses set forth in the Order Form and given upon (i) personal delivery, in which case notice shall be deemed given on the day of such hand delivery, (ii) by a recognized overnight courier, in which case notice shall be deemed given one (1) business day after deposit with the courier for U.S. deliveries or three (3) business days for international deliveries, or (iii) email delivered to the applicable email address below, in which notice shall be deemed given on the day when receipt of the email is acknowledged. In the event that the email address Customer provides to Company is not valid, or for any reason is not capable of delivering any notices under this Agreement, Company's dispatch of the email containing such notice will nonetheless constitute effective notice.

12.4. Construction. If any provision of this Agreement is found to be unenforceable, it will be interpreted to best accomplish the Parties' intended purpose. In this Agreement, “including” means “including without limitation” (and similar terms will be construed without limitation) and headings are for convenience only and will not affect interpretation.

12.5. Customer is solely responsible for ensuring that its use of the Services complies with applicable trade laws, including sanctions and export control laws. Customer's Input may not include material or information that requires a government license for release or export. Customer may not use the Services in or for the benefit of, or export or re-export the Services to, any U.S. embargoed countries or to anyone on a Restricted Party List. Customer represents and warrants that Customer and End Users are not located in any U.S. embargoed countries, are not identified on any Restricted Party List, and that Customer will comply with applicable export control laws, including any “know your customer” requirements or obligations applicable to Customer's End Users.

12.6 Waiver and Amendments. Amendments must be in writing and signed by both Parties. Waivers must be signed by the waiving Party and one waiver will not imply any future waiver.

12.7. Severability. If any provision of these terms is found to be unenforceable or invalid, that provision will be modified and interpreted to achieve the objectives of the provision to the greatest extent permitted under applicable law, and the remaining provisions will remain in full force and effect.

12.8. Force Majeure. Neither Party will be in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than payment of fees due hereunder) if such delay or failure arises by any reason beyond its reasonable control, including any act of God or the common enemy or earthquakes, floods, fires, epidemics, riots, or failures or delays in transportation or communications. In the event of any such excused delay or failure, the time for performance shall be extended for a period equal to the time lost by reason of the delay.

12.9. Electronic Notice. The communications between the Parties may take place via electronic means, whether Customer uses the Services or sends the Company emails, or whether Company posts notices on the Services or communicates with Customer via email. For contractual purposes, Customer (i) consent to receive communications from Company in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company electronically provides to Customer satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Customer's statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

12.10. Entire Agreement. This Agreement (including all Order Forms and the DPA) is the Parties' entire agreement regarding its subject matter and supersedes and cancels all previous agreements and communications (written or oral) relating to its subject matter.