Terms of Service

4. SERVICE MANAGEMENT

Client shall be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data. Client shall be solely responsible for obtaining all rights, permissions, and authorizations to provide the Client Data to Banu AI for use as contemplated under this Agreement. Client from time to time. For purposes of this Agreement, such third-party products which offerings subject to integration within or adjacent feature brings shall be deemed a "Third-Party Integration." Client acknowledges that the Services may contain features designed to interoperate with Third-Party Integrations. If any Third-Party Integration is removed, ceases to operate, or changes in a way that affects the Services' ability to operate, Banu AI may cease providing such affected features without entitling Client to any refund, credit, or other compensation.

5. FEES

Client shall pay Banu AI the fees set forth in the applicable Service Order without offset or deduction. Client shall make all payments hereunder in US dollars on or before the due date specified in the Service Order. If Client fails to make any payment when due, without limiting Banu AI's other rights and remedies: (i) Banu AI may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Client shall reimburse Banu AI for all reasonable costs incurred by Banu AI in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, Banu AI may suspend Client's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

Taxes. All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Banu AI's income.

6. CONFIDENTIAL INFORMATION

From time to time during the Term, either Party may disclose or make available to the other Party Information which relates to business affairs, products, services, research, developments, marketing or sales plans, operations, processes, products, algorithms, technology, designs, finances, or other sensitive information which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party.

Obligations. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. The receiving Party shall use at least the same degree of care that it uses to protect the confidentiality of its similar confidential information, but not less than a reasonable degree of care. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party required to make such a disclosure promptly notifies the other Party to the extent permitted by law of the required disclosure; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non- disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non- disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Each Party shall be responsible for compliance with this Section by its employees, contractors, and agents. For the avoidance of doubt, this shall remain in effect for Confidential Information.

7. INTELLECTUAL PROPERTY OWNERSHIP

Client Data. Banu AI acknowledges that, as between Client and Banu AI, Banu AI does not own any right, title, and interest, including all Intellectual Property Rights, in and to the Client Data. Client hereby grants to Banu AI a non-exclusive, royalty-free, worldwide right to process and use Client Data, solely for: (a) providing and improving the Services; and (b) as may be required for Banu AI's Integration.

Banu AI IP. Banu AI acknowledges that, as between Client and Banu AI, Banu AI owns all right, title, and interest, including all Intellectual Property Rights, in and to the Banu AI IP. Client acknowledges that the Services are offered as a hosted, software-as-a-service solution, and that Client has no right to obtain a copy of the object code or source code to any software underlying the Services except as may be necessary for Banu AI to provide the Services to Client, and a copy of Client Data stored in the Services. Banu AI may use, without limitation, any suggestions, recommendations, enhancement requests, or other feedback provided by Client regarding the Services.

Feedback. If Client or any of its employees or contractors sends or transmits any communications or materials to Banu AI by mail, email, telephone, or otherwise, suggesting or recommending changes to the Banu AI IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Banu AI is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to Banu AI on Client's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Banu AI is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Banu AI is not required to use any Feedback.

8. REPRESENTATIONS AND WARRANTIES

From Banu AI. Banu AI represents and warrants that it is the owner of or otherwise has the right to use and provide the Services to Client. If a third party alleges that the Services infringe a third party's Intellectual Property Rights, Banu AI will (i) defend Client against such allegation at Banu AI's expense, and (ii) indemnify Client from any damages, attorney's fees, and costs finally awarded against Client or agreed to in a settlement by Banu AI, provided that Client: (a) notifies Banu AI promptly in writing of the allegation; (b) grants Banu AI sole control over the defense and settlement of the allegation; and (c) provides Banu AI, at Banu AI's expense, with all assistance, information and authority reasonably required for the defense and settlement of the allegation. Banu AI will not be obligated to defend or indemnify Client if the allegation arises from: (1) a combination of the Services with products or services not provided by Banu AI, where the alleged infringement relates to such combination; (2) Client's continued use of the Services after Banu AI notifies Client to discontinue use because of an allegation of infringement; (3) Client's violation of this Agreement; or (4) Client's use of the Services in a manner not permitted under this Agreement. If Banu AI receives information about an infringement or misappropriation claim related to the Services, Banu AI may in its discretion and at no cost to Client: (A) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Banu AI's warranties; (B) obtain a license for Client's continued use of the Services in accordance with this Agreement; or (C) terminate Client's right to use the affected Services upon thirty (30) days' written notice and refund Client any prepaid fees covering the remainder of the term of the terminated Services. THE PROVISIONS OF THIS SECTION SET FORTH BANU AI'S SOLE AND EXCLUSIVE OBLIGATIONS, AND CLIENT'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND. EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. RESPONSIBLE DATA HANDLING AND PRIVACY

Client acknowledges that Banu AI is not responsible for the Client Data other than as necessary to facilitate the Services, and a shall use good faith business efforts to protect against unauthorized access to Client Data. Client acknowledges that no data transmission over the internet is a hundred percent secure.

Privacy Law Compliance. Each Party represents and warrants that it will comply with all applicable laws, rules, regulations, directives, and guidelines regarding the collection, use, and disclosure of data collected from or about end users or that is otherwise subject to regulation under any applicable data protection laws. Each Party will maintain a privacy policy that complies with all applicable laws and industry standards.

10. INDEMNIFICATION

Indemnification by Client. Client shall indemnify, defend, and hold harmless Client from and against any and all losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees and court costs, arising out of or relating to any third-party claim, suit, action, or proceeding relating to or arising from Client's breach of this Agreement.

Indemnification by Client. Client shall indemnify, hold harmless, and defend Banu AI from any third-party claims arising from Client's use of the Services, except to the extent resulting from Banu AI's gross negligence or willful misconduct. Banu AI's maximum liability to Client is the amount Client paid to Banu AI.

11. LIMITATION OF LIABILITY

NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR CLIENT DATA, REGARDLESS OF THE CAUSE, BASIS OF THE ACTION, OR THEORY OF LIABILITY.

12. TERM AND TERMINATION

Term. This Agreement shall be in full force and effect during the term specified in the applicable Service Order ("Initial Term"). If not terminated in accordance with this Section, the Agreement shall automatically renew for successive periods equal to the length of the Initial term (each such renewal term, a "Renewal Term").

Termination for Cause. Either Party may terminate the Agreement if the other Party breaches any material term and fails to cure the breach within 30 days following notice.

Termination for Convenience. Client may terminate the Agreement at any time upon 30 days' written notice to Banu AI. If, in its sole discretion, termination shall not relieve Client of its obligation to pay all fees accrued prior to termination.

13. GENERAL PROVISIONS

Entire Agreement. This Agreement, including any Service Orders, contains the entire agreement between the parties with respect to its subject matter and supersedes and overrides all prior or contemporaneous agreements and understandings.

Force Majeure. Neither Party shall be liable for any delays or failures in performance due to causes beyond its reasonable control.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

Amendments. This Agreement may only be amended by a written document agreed to both Parties.

Assignment. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Survival. Provisions that by their nature should survive termination will survive, including intellectual property rights, confidentiality, warranty disclaimers, indemnification, and limitation of liability.

No waiver of any breach shall be deemed a waiver of any other breach.