Customer Agreement — Terms and Conditions

These Customer Agreement Terms and Conditions (these “Terms and Conditions”) are entered into by and between Inferact, Inc., a Delaware corporation with its principal place of business at 440 North Barranca Avenue, Suite 8866, Covina, CA 91723 (“Inferact”), and the customer identified in the applicable Order Form (“Customer”). Inferact and Customer are each a “Party” and collectively the “Parties”. These Terms and Conditions, together with any Order Form(s) (as defined below), constitute this “Agreement”. IF YOU ARE ACCEPTING THESE TERMS AND CONDITIONS OR AN ORDER FORM ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, THEN THE “CUSTOMER” UNDER THIS AGREEMENT WILL BE SUCH EMPLOYER OR OTHER ENTITY, AND YOU REPRESENT AND WARRANT THAT (A) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, (B) YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THIS AGREEMENT AND (C) YOU AGREE TO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR SUCH ENTITY.

1. Definitions.
   1. “AI Model” means any third party artificial intelligence models (including the model weights thereof) that are licensed by Inferact from a third party (including under an open source or similar license), that may be called using an Applicable Endpoint made available to Customer through the Services, including any such AI Model identified in the applicable Order Form.
   2. “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the subject entity. The definition of Affiliate excludes contractors, outsourcers, and agents of a Party.
   3. “Applicable Endpoint” means the API endpoint, endpoint URL, identifier, or other technical access point through which Customer may access and call the applicable AI Model using the Services, as identified in the applicable Order Form.
   4. “Applicable Law” means all laws, regulations, rules, regulatory requirements, and legally binding governmental orders applicable to the Parties, the Services, the AI Model, or the performance of this Agreement.
   5. “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information that (a) is generally available to the public, including as Open Source Materials, through no fault of the receiving Party; (b) was properly known to the receiving Party, without restriction, prior to disclosure by the disclosing Party; (c) was properly disclosed to the receiving Party, without restriction, by another person with the legal authority to do so; (d) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; or (e) constitutes Personal Data.
   6. “Customer Materials” means any data, content, prompts, inputs, outputs, files, instructions or other materials submitted, transmitted, generated or otherwise processed by or on behalf of Customer through the Services. For clarity, AI Models and Open Source Materials do not constitute Customer Materials.
   7. “Documentation” means the usage documentation and technical materials for the Services that Inferact generally makes available to its customers, as updated from time to time.
   8. “Effective Date” means the date of the initial Order Form entered into between Customer and Inferact.
   9. “Fees” means the fees payable by Customer for the Services and any Professional Services, as set forth in the applicable Order Form.
   10. “Inferact Platform” means the inference cloud platform operated by Inferact that deploys and runs AI Models and processes inference traffic across a variety of underlying hardware.  
   11. “Intellectual Property Rights” means all copyrights, trade secrets, patent rights (including patent applications and disclosures), trademarks, service marks, moral rights, know-how, and any other intellectual property rights recognized in any jurisdiction.
   12. “Model Output” means output that an AI Model generates for Customer through the Services.
   13. “Open Source Materials” means any software, AI model, model weights, code or other materials made available under an open source, source-available or similar public license.
   14. “Order Form” means an ordering document or online order entered into between Customer and Inferact, or online ordering flow completed by Customer, in each case, that sets forth the specific Services to which Customer is subscribing, pricing therefor (including in relation to overages), Service Term, and that references these Terms and Conditions.
   15. “Personal Data” means any Customer Materials that constitute “personal data,” “personal information,” “personally identifiable information” or similar term as defined under Applicable Laws.
   16. “Professional Services” means training, migration or other professional services that Inferact furnishes to Customer related to the Services, as set forth in an Order Form that references this Agreement and is mutually executed by the Parties.
   17. “Services” means access to the Inferact Platform and the related services specified in the applicable Order Form, which may include, without limitation, compute or token processing capacity, storage, network connectivity, infrastructure, and related services provided by or on behalf of Inferact to Customer under this Agreement, in each case as more specifically identified in the applicable Order Form.
   18. “System Data” means data generated or collected by Inferact regarding the operation, performance, availability, usage, integrity or security of the Inferact Platform or Services, including logs, statistics, metrics, telemetry and other metadata relating thereto, but excluding Customer Materials.
   19. “User” means any employee or contractor of Customer that Customer permits to access or use the Inferact Platform on Customer's behalf.
2. Inferact Platform and Services.
   1. Provision of Inferact Platform. Subject to this Agreement and any applicable usage or capacity limitations set forth in the Order Form, Inferact will make the Inferact Platform and other Services specified in the Order Form available to Customer pursuant to this Agreement and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Inferact Platform for its internal business purposes and for providing Customer’s own products or services to its end users as permitted under Section 4.3(ii) (Technology Restrictions), solely in connection with the AI Models made available to Customer through the Services or identified in the applicable Order Form during the Service Term. Customer may permit Users to use the Inferact Platform on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Inferact Platform and for their compliance with this Agreement. Customer shall maintain reasonable and appropriate security measures to protect its account credentials and shall not share, distribute, or permit unauthorized use of any login credentials issued to its Users. Customer shall promptly notify Inferact upon becoming aware of any unauthorized access to or use of, or other compromise of, its account or credentials. Customer is responsible for all activity occurring through its account or credentials, except to the extent resulting from Inferact’s breach of this Agreement.
   2. Third Party Terms. Customer’s use of an AI Model may be subject to license terms, acceptable use policies or other terms imposed by the applicable third-party provider or licensor and identified or otherwise made available by Inferact in connection with such AI Model (“Third Party Terms”). Customer will comply with all applicable Third Party Terms in connection with its use of the applicable AI Model.
   3. Data Processing Addendum. To the extent Customer Materials constitute Personal Data and Inferact processes such Customer Materials on behalf of Customer in performance of the Services under this Agreement, the Parties shall comply with their respective obligations under the Data Processing Addendum located at https://www.inferact.ai/dpa (the “DPA”) which is incorporated herein by reference and forms part of this Agreement.
   4. Professional Services. If applicable, Inferact will perform Professional Services as described in the applicable Order Form, which may identify additional terms or milestones for the Professional Services. Customer will cooperate with Inferact and give Inferact timely access to Customer Materials as may be reasonably requested by Inferact for the purpose of enabling Inferact to perform the Professional Services, and Inferact will use the Customer Materials only for purposes of providing Professional Services. Customer may use code or other deliverables that Inferact furnishes as part of Professional Services only in connection with Customer’s authorized use of the Inferact Platform under this Agreement.
   5. Right to Modify the Inferact Platform. Without limiting Inferact’s rights under Sections 2.6, 8.5, 9.1, and 10.1, Customer acknowledges that Inferact may, from time to time and without liability to Customer, modify or update the Inferact Platform or Services, provided that such modifications do not materially decrease the overall functionality of the Services purchased under any active Order Form. Notwithstanding the foregoing, Inferact may add, remove, replace, modify, suspend, or discontinue any AI Model or Applicable Endpoint at any time, including as a result of changes in third-party availability, Third Party Terms, Applicable Law, security requirements, or technical considerations. Without limiting the foregoing, Inferact may modify the Inferact Platform and Services to provide new features, implement new protocols, maintain compatibility with emerging standards, or comply with regulatory requirements.
   6. Suspension. During the Service Term, and without limiting Inferact’s rights set forth elsewhere in this Agreement, Inferact reserves the right to suspend, interrupt, terminate, reduce, throttle, degrade, or otherwise impair the Services or terminate Customer’s or its Users’ access to the Inferact Platform: (a) to enforce any usage or capacity limitations set forth in the applicable Order Form; (b) if Customer fails to make any payment when due and fails to cure within five (5) days after written notice; (c) to comply with Applicable Law or governmental request; (d) to investigate, report, or mitigate any suspected unlawful activity, security threats, breach of this Agreement, or any use of the Services that may subject Inferact or any third party to liability or that adversely impacts the availability, performance, or security of the Inferact Platform or Services; or (e) during a Force Majeure Event. In the case of clauses (c) through (e), Inferact shall, to the extent reasonably practical and legally permitted, use commercially reasonable efforts to provide Customer with notice and minimize the duration and impact of any such suspension.
   7. Affiliates. Upon mutual agreement between an Affiliate of Customer and Inferact, an Affiliate of Customer and Inferact may enter into an Order Form and this Agreement will apply to each such Order Form. With respect to any such Order Form(s), such Affiliate becomes a Party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Order Form is a separate obligation of the Customer entity that enters into such Order Form, and no other Customer entity has any liability or obligation under such Order Form. Notwithstanding the foregoing, Customer shall be jointly and severally liable with each such Affiliate for such Affiliate's compliance with this Agreement and any Order Form entered into by such Affiliate, including all payment obligations and adherence to these Terms and Conditions, and Customer shall promptly remedy, or cause to be remedied, any breach of these Terms and Conditions by any such Affiliate.
3. Customer Responsibilities.
   1. Equipment. Customer is solely responsible for obtaining and maintaining any equipment, software, and ancillary services needed to connect to, access, or otherwise use the Services, including hardware, operating systems, networking, and internet connectivity.
   2. Cooperation. Customer acknowledges that Inferact’s provision of the Services and Professional Services is dependent on Customer providing all reasonably required cooperation (including prompt access to Customer’s systems, personnel and materials, and timely approvals, decisions and other cooperation as reasonably required and any other access as may be specified in the applicable Order Form), and Customer will provide all such cooperation in a diligent and timely manner. Notwithstanding anything to the contrary in this Agreement, Inferact shall not be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure results from: (i) Customer's failure to perform any of its obligations hereunder, including any failure to obtain requisite consents or to provide approvals, access, or responses in a timely manner; or (ii) any inaccuracy in information or data provided by or on behalf of Customer.
   3. Access. Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Inferact Platform and notify Inferact promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Inferact Platform. Customer will be solely responsible for its failure to maintain such equipment, software and services, and Inferact will have no liability for such failure (including under any service level agreement). As between the Parties, Customer is responsible for the content and accuracy of Customer Materials.  
   4. High-Risk Activities. The Inferact Platform and Services are not designed or developed for use in high-risk, hazardous environments requiring fail-safe performance, including in the operation of nuclear facilities, aircraft navigation or control systems, air traffic control, or weapons systems, or any other application in which the failure of the Inferact Platform or Services could lead to severe physical or environmental damages. Customer will not use the Inferact Platform or Services for such activities.
   5. Account Information and Verification. Customer will provide the complete and accurate information Inferact requests to open and maintain Customer’s account. That information includes Customer’s legal name, address, beneficial owners, parent and affiliated entities, organizational structure, billing and payment information, intended use of the Services, and the countries from which Customer and its end users will access the Services. Customer will keep that information current and will notify Inferact within 30 days after any change in its control or in its intended use of the Services. Inferact may verify that information and screen Customer, its Affiliates, and its owners against the lists described in Section 8.1 (Sanctioned Party Representations) when Customer opens its account, periodically, and after any material change. Inferact may decline to open, suspend, or close Customer’s account if Customer does not provide or update that information, provides inaccurate information, or raises concerns in screening under Section 8 (Geographic Restrictions; Sanctions and Export Controls). Closing Customer’s account under this Section 3.5 terminates the affected Order Forms. Information Customer provides under this Section 3.5 is not Customer Materials, and Inferact may retain it as needed for compliance and recordkeeping. Section 5 (Confidentiality) does not restrict Inferact’s use or disclosure of information under this Section 3.5 or Section 8 to screening providers, an Authorized Platform (as defined in Section 14.1 (Applicability and Customer)), or government authorities for compliance with Trade Controls, Sanctions, or Section 8.6 (Data Security Program).
4. Proprietary Rights.  
   1. Ownership. As between the Parties, Inferact exclusively owns all right, title and interest in and to the Inferact Platform, the Services, Professional Services deliverables, System Data and Inferact’s Confidential Information, and Customer retains all right, title and interest, if any, that it has in and to the Customer Materials; provided that Customer does not acquire any ownership interest under this Agreement in any Open Source Materials incorporated into or otherwise included in the Customer Materials. Subject to this Agreement, Inferact hereby grants Customer a non-exclusive, non-sublicensable right and license to use the Professional Services deliverables solely as part of its permitted use of the Services. AI Models are third-party technology and are not part of the Inferact Platform or otherwise owned or controlled by Inferact. Nothing in this Agreement grants Customer any rights in an AI Model except to the extent necessary to access and use such AI Model through the Services during the applicable Service Term and subject to any applicable Third Party Terms.
   2. Limited Technical License. Solely to the extent necessary for Inferact to perform the Services and Professional Services, Customer grants Inferact a limited, non-exclusive, non-transferable, non-sublicensable (except to Inferact’s third party vendors and suppliers, as necessary to deliver the Services), revocable right to process Customer Materials, including Customer’s inference traffic inputs and outputs, through the Services during the applicable Service Term for the purpose of delivering the Services to Customer.
   3. Technology Restrictions. Customer agrees not to, and will not permit or authorize any third party to: (i) copy, modify, disclose, alter, translate or create derivative works of the Inferact Platform or Services; (ii) sublicense, sell, rent, lease, or distribute the Services to third parties (except that, notwithstanding the foregoing, Customer may incorporate calls to the Services into Customer’s own products or services made available to its end users, but may not resell, sublicense or provide standalone access to the Services, any Applicable Endpoint, or Customer’s Inferact account or credentials); (iii) transfer or assign the Services to any third parties or share any account or other credentials with any third party other than Customer’s authorized Users; (iv) offer any part of the Services on a timeshare or service bureau basis; (v) allow or permit any third party (except as expressly permitted under this Agreement) to access or use the Inferact Platform or Services; (vi) use the Inferact Platform or Services to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions; (vii) use the Inferact Platform or Services to build a competitive product or service, or to copy any features or functions of the Inferact Platform or Services (including, without limitation, the look-and-feel of the Inferact Platform); (viii) interfere with or disrupt the integrity, availability, security or performance of the Inferact Platform or Services; (ix) disclose to any third party any performance information or analysis relating to the Inferact Platform or Services; (x) remove, alter or obscure any proprietary notices in or on the Inferact Platform, Services, or Documentation, including copyright notices; (xi) use the Inferact Platform or Services for any illegal or unauthorized purpose, or in a manner which violates Applicable Law; (xii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms that make up the Inferact Platform or Services, or any software, documentation, or data relating to the Inferact Platform or Services, except to the limited extent that applicable law prohibits such a restriction; or (xiii) otherwise use the Inferact Platform or Services in a manner not expressly permitted by this Agreement. Customer is responsible for all access to and use of the Services through Customer’s products, services, accounts, credentials, or Applicable Endpoints, including by Customer’s Users and any third-party end users to whom Customer makes functionality incorporating the Services available. Customer will ensure that such use complies with the restrictions set forth in this Agreement and will not permit or enable any User or end user to engage in conduct that Customer is prohibited from engaging in under this Agreement.
   4. Feedback. Customer may from time to time provide Inferact suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Inferact Platform or Services. Inferact will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Inferact will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.  All Feedback is provided “AS IS” and Inferact will not publicly identify Customer as the source of Feedback without Customer’s permission.
   5. Platform Improvement and Aggregated Statistics. Customer further agrees that Inferact may aggregate, collect, retain and analyze System Data and will be free (during and after the term hereof) to (i) use System Data to provide, maintain, develop and improve Inferact’s products and services; (ii) derive aggregated or anonymized data; and (iii) disclose System Data, solely in an aggregated or anonymized format that does not identify Customer or any individual.
   6. No Training; Retention of Customer Materials. Inferact will not use Customer Materials to train, fine-tune, or otherwise develop any artificial intelligence model, except a model Inferact trains or fine-tunes solely for Customer at Customer’s written direction. Inferact will retain Customer Materials only as long as needed to process them and deliver the Services or Professional Services, unless Applicable Law requires longer retention or Customer directs otherwise in writing. Section 4.5 (Platform Improvement and Aggregated Statistics) does not apply to Customer Materials. If this Section 4.6 conflicts with Section 5 (Confidentiality) for Customer Materials, this Section 4.6 controls.
   7. Security. Inferact will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Materials in Inferact’s possession or control.
5. Confidentiality.

The Receiving Party shall keep Confidential Information confidential, shall not disclose it to any third party except as permitted herein, and shall not use it for any purpose other than performing this Agreement. The Receiving Party shall protect Confidential Information using at least the same degree of care it uses for its own confidential information of similar importance, and in no event less than a reasonable degree of care. These obligations remain in effect for the duration of the Service Term and three (3) years thereafter; provided that trade secrets shall be protected for so long as they remain trade secrets under Applicable Law. The Receiving Party may disclose Confidential Information only to its officers, directors, Affiliates, employees, consultants, advisors, and service providers who have a bona fide need-to-know for the purpose of performing this Agreement and who are bound by confidentiality obligations. The Receiving Party is responsible for any breach by its recipients. Nothing herein prohibits either Party from disclosing Confidential Information if legally required by judicial or governmental order or proceeding, provided that such Party shall, to the extent legally permissible, (a) give prompt prior notice; (b) reasonably cooperate if the other Party seeks a protective order; and (c) disclose only the specific Confidential Information required. Upon expiration or termination of this Agreement, the Receiving Party shall return or destroy all Confidential Information and certify such return or destruction in writing; provided that (a) the Receiving Party may retain copies to the extent required by Applicable Law or internal record retention policy, and (b) Confidential Information stored in automated backup, disaster recovery, or archival systems need not be actively retrieved or destroyed but shall remain subject to the confidentiality obligations of this Agreement until overwritten or deleted in the ordinary course of the Receiving Party’s standard retention cycles, which it shall not artificially extend for the purpose of retention.

6. Fees and Payment.
   1. Fees. Fees shall accrue in accordance with the terms of the applicable Order Form. Unless otherwise stated in the applicable Order Form, all Fees are denominated and payable in United States Dollars. If Customer’s local currency is not United States Dollars, Customer shall be responsible for all costs of conversion, and payment shall be made in United States Dollars in the amount invoiced by Inferact. Customer represents and warrants that no currency control laws or regulations in its jurisdiction prevent timely payment to Inferact in United States Dollars. If any such laws or regulations come into effect, Customer shall notify Inferact immediately and, if so instructed by Inferact, deposit all amounts due into an account designated by Inferact pending resolution.
   2. Payment Terms. Inferact shall issue invoices for the Fees as specified in the applicable Order Form. Customer shall pay each undisputed invoiced amount within thirty (30) days after receipt of the applicable invoice. To dispute an invoiced amount, Customer must notify Inferact in writing within thirty (30) days after the invoice date and describe the basis for the dispute in reasonable detail. Customer will timely pay all undisputed amounts and cooperate in good faith with Inferact to resolve any disputed amounts. Any amount not disputed in accordance with the foregoing will be deemed undisputed. Overdue amounts not subject to a good-faith dispute shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Inferact may suspend the Services in accordance with Section 2.6.
   3. Taxes. “Taxes” means any taxes, levies, duties, or similar governmental charges imposed on or in connection with this Agreement or the Services, including VAT, GST, sales tax, and withholding, but excluding taxes imposed on Inferact’s net income or profits. Unless otherwise stated in the applicable Order Form, all Fees are exclusive of Taxes, for which Customer is solely responsible. If Inferact determines it has an obligation to collect any applicable Taxes from Customer, such Taxes will be invoiced and Customer will pay such Taxes in accordance with Section 6.2. If Customer is legally required to deduct or withhold any Taxes, Customer shall gross up such payments so that the net amount received by Inferact equals the amount that would otherwise have been due, and shall promptly provide Inferact with official tax receipts evidencing payment.
7. Representations and Warranties.
   1. Mutual Warranties. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement.
   2. Customer Warranties. Customer represents and warrants that (a) it has the authority and all necessary rights to provide and permit the use and processing of the Customer Materials as contemplated by this Agreement; (b) it has, as applicable, provided all notices and obtained all rights, permissions and consents necessary to make available all Customer Materials (including any information, data, or materials it provides under this Agreement) to Inferact and to permit Inferact to use and otherwise process the same as contemplated; and (c) it will use the Services in compliance with all Applicable Laws and not for any illegal or unlawful purpose.
   3. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. INFERACT DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ANY AI MODELS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL CORRECT ALL ERRORS. CUSTOMER ACKNOWLEDGES THAT INFERACT DOES NOT WARRANT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, SAFETY, LEGALITY OR SUITABILITY OF ANY MODEL OUTPUTS. CUSTOMER ACKNOWLEDGES AND AGREES THAT AI MODELS ARE DEVELOPED, OWNED, LICENSED, OR MADE AVAILABLE BY THIRD PARTIES, INCLUDING UNDER OPEN SOURCE OR SIMILAR LICENSES, AND ACCORDINGLY, INFERACT MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY AI MODEL OR MODEL OUTPUT, INCLUDING AS TO ITS ACCURACY, RELIABILITY, AVAILABILITY, PERFORMANCE, SECURITY, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. INFERACT DOES NOT CONTROL, AND WILL NOT BE RESPONSIBLE FOR, THE DESIGN, DEVELOPMENT, TRAINING, CONTENT, OPERATION, MODIFICATION, AVAILABILITY, OR PERFORMANCE OF ANY AI MODEL OR MODEL OUTPUT. AI MODELS MAY BE MODIFIED, SUSPENDED, DISCONTINUED, OR OTHERWISE MADE UNAVAILABLE BY THE APPLICABLE THIRD PARTY, INCLUDING WITHOUT NOTICE TO INFERACT. MODEL OUTPUTS MAY BE INACCURATE, INCOMPLETE, HARMFUL, OFFENSIVE, NON-UNIQUE, OR OTHERWISE UNSUITABLE FOR CUSTOMER’S INTENDED USE. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING MODEL OUTPUTS AND DETERMINING WHETHER AND HOW TO USE OR RELY ON THEM.
8. Geographic Restrictions; Sanctions and Export Controls.
   1. Sanctioned Party Representations. None of Customer, its subsidiaries, or their respective directors, officers, employees, or, to Customer’s knowledge, Customer’s or subsidiaries’ agents, is: (i) organized under the laws of, ordinarily resident in, or located in a country or territory that is the subject of comprehensive sanctions under applicable laws (“Restricted Countries”); (ii) 50% or more owned or controlled by the government of a Restricted Country; or (iii) (A) designated on a sanctioned or restricted parties list administered by the United States or a relevant government authority, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, or Sectoral Sanctions Identification List, or the U.S. Department of Commerce’s Denied Persons List, Entity List, Unverified List, Military End-User List, or Military Intelligence End-User List (each a “Designated Party”); or (B) 50% or more owned or, where relevant under applicable sanctions laws, controlled, individually or in the aggregate, by one or more Designated Parties (each person or entity described in clause (iii)(A) or (iii)(B), a “Sanctioned Party”).
   2. Restricted Locations. Customer shall not access or use the Services, and shall not permit any authorized user, Affiliate, or end-user to access or use the Services, from or on behalf of persons or entities located in any of the following jurisdictions (“Restricted Locations”): Russia, Belarus, Cuba, Iran, North Korea, Syria, the Crimea region, the Donetsk region, and the Luhansk region, and any other jurisdiction designated by Inferact as a Restricted Location by written notice to Customer from time to time. If Customer wishes to access the Services from a Restricted Location, Customer shall submit a written request in advance, and Inferact may grant or reject such request in its sole discretion, subject to applicable law and on such additional terms as Inferact may require. Customer is solely responsible for implementing any technical or contractual controls necessary to prevent access from Restricted Locations. Inferact may monitor access to the Services, including by IP-based location, to detect access from Restricted Locations. If Inferact reasonably believes that access is coming from a Restricted Location, or sees other signs of noncompliance with this Section 8, Inferact may immediately block or suspend that access without liability. Customer will promptly give Inferact the information it reasonably requests to show compliance with this Section 8.
   3. Trade Controls Compliance. Customer shall conduct its activities under this Agreement in full compliance with U.S. and applicable export control and trade and economic sanctions laws and regulations, including the U.S. Export Administration Regulations, International Traffic in Arms Regulations, and sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (collectively, “Trade Controls”). Customer does not and shall not use any Inferact products or services for the benefit of, or provide, directly or indirectly, any products or services to, individuals or entities located in Restricted Countries or to Sanctioned Parties. Customer does not and will not use any Inferact products or services, or provide products or services for, unauthorized end-uses, including those relating to nuclear explosive devices, missiles, chemical or biological weapons, chemical weapons precursors, military intelligence, advanced-node integrated circuits, or semiconductor manufacturing equipment, unless authorized by applicable law (each an “Unauthorized End Use”). Customer shall not use the Services to develop, process, store, or transmit any data, technology, software, or technical information subject to export control restrictions without first obtaining all required government authorizations. Customer represents and warrants on a continuing basis that its use of the Services does not violate any applicable export control law or regulation. Customer shall not engage in, and shall ensure that its Affiliates, authorized users, and end-users do not engage in, any activity in connection with the Services that breaches, circumvents, or attempts to circumvent any Sanctions, or that permits any person or entity that is the subject of Sanctions to access, use, or benefit from the Services. Customer maintains controls, appropriate to its size and risk profile, reasonably designed to ensure its compliance with Trade Controls and Sanctions. If Customer is an organization, it documents those controls in written policies and procedures. “Sanctions” means any trade, economic, or financial sanctions laws, regulations, embargoes, or restrictive measures enacted, administered, or enforced by (a) the United Nations Security Council; (b) the European Union; (c) the United States, including measures administered by the Office of Foreign Assets Control (OFAC) and the Bureau of Industry and Security (BIS); (d) the United Kingdom; or (e) any other governmental authority having jurisdiction over Inferact or the infrastructure used to deliver the Services.
   4. Due Diligence. Prior to providing any third party with access to, or use of, any Inferact products or services (whether directly or indirectly, including through Customer's own products or services, to the extent permitted under this Agreement), Customer shall conduct due diligence reasonably designed to: (i) identify the identity and location of each such end-user; (ii) identify and assess the intended end use of Inferact’s or the Customer’s products or services by such end-user; (iii) screen each such end-user against applicable sanctioned and restricted parties lists, including those identified above, to confirm that no such end-user is a Sanctioned Party or is located in a Restricted Country; and (iv) confirm that no such end use constitutes an Unauthorized End Use. Customer shall maintain written records of the due diligence conducted pursuant to this paragraph for a period of no less than five (5) years from the date of the relevant transaction or access event, and shall make such records available to Inferact upon request in connection with a bona fide Trade Controls inquiry. Customer's due diligence obligations under this paragraph are ongoing and shall apply on a continuous basis throughout the term of this Agreement; accordingly, Customer shall conduct periodic re-screening of end-users and re-assessment of end uses at reasonable intervals and promptly upon becoming aware of any change in circumstances that may affect the Trade Controls status of any end-user or end use.
   5. Ongoing Notification and Cooperation.  Customer shall promptly notify Inferact in writing if it becomes aware that it, any of its Affiliates, or any of its authorized users becomes subject to Sanctions or any export control restriction that would affect Customer’s right to use the Services, or if any representation in Sections 8.1, Error! Reference source not found., or 8.6 ceases to be true. Customer shall provide Inferact upon request with further information reasonably requested for purposes of Inferact’s compliance with Trade Controls, including documentation evidencing the due diligence conducted by Customer with respect to any end-user or end use. Inferact has the right to terminate this Agreement effective immediately in the event of any of the following: (1) Customer becomes a Sanctioned Party; (2) Customer violates the compliance provisions under this Section 8; or (3) Inferact reasonably determines that its compliance obligations with respect to Trade Controls necessitate termination. Termination under this Section 8.5 shall be deemed a termination for just cause, relieving Inferact of any obligation under this Agreement.
   6. Data Security Program. Customer represents, warrants and covenants that (a) neither Customer nor any of its Affiliates that is party to an Order Form is a “covered person” or a “country of concern” (as those terms are defined under 28 C.F.R. Part 202); and (b) neither Customer nor any such Affiliate will provide or make accessible to Inferact any “bulk U.S. sensitive personal data” or “government-related data” (as those terms are defined under 28 C.F.R. Part 202), except as expressly agreed in writing by the Parties and in compliance with Applicable Law.
9. Anti-Corruption and Anti-Bribery.
   1. Compliance. Each Party represents, warrants, and covenants that (a) it and its Affiliates are and will remain in compliance with all applicable Anti-Corruption Laws; (b) it and its Affiliates maintain compliance programs reasonably designed to ensure such compliance; and (c) to such Party’s knowledge, there is no pending or threatened charge, investigation, action, or proceeding regarding its or its Affiliates’ compliance with Anti-Corruption Laws. “Anti-Corruption Laws” means all applicable anti-corruption, anti-bribery, anti-money laundering, and anti-terrorism laws, including the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), the UK Bribery Act 2010, the Money Laundering Control Act, and any laws implementing the OECD Anti-Bribery Convention. Either Party may terminate this Agreement immediately upon written notice if such Party reasonably determines that the other Party or any Affiliate has violated or is likely to violate any Anti-Corruption Law in connection with activities under this Agreement.
   2. Prohibited Payments. Customer shall not, and shall not cause any Affiliate or third party to, give, offer, authorize, or promise anything of value, directly or indirectly, to any Government Official or any other person for the purpose of (a) securing any improper or unfair advantage in obtaining or retaining business in connection with this Agreement, or (b) improperly inducing or rewarding favorable treatment. Customer shall promptly notify Inferact of any request it receives to take any action that might constitute a violation of Anti-Corruption Laws. “Government Official” means any director, officer, employee, or person acting in an official, legislative, administrative, judicial, or representative capacity on behalf of any government, government department or agency, government-owned or controlled entity, or public international organization, including any political party, party official, or candidate, and any close family member of the foregoing.
10. Indemnification.
    1. Inferact Indemnity. Inferact will defend Customer against any claim, demand, suit, or proceeding made or brought by a third party (“Claim”) against Customer alleging that the Inferact Platform, when used as permitted hereunder, infringes a United States patent or copyright, or misappropriates a trade secret under United States law and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Inferact) in connection with any such Claim. If the use of the Inferact Platform by Customer has become, or in Inferact’s opinion is likely to become, the subject of any claim of infringement, Inferact may at its option and expense (i) procure for Customer the right to continue using and receiving the Inferact Platform as set forth hereunder; (ii) replace or modify the Inferact Platform to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and provide Customer a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable Service Term.  Inferact will have no liability or obligation with respect to any Claim arising out of or relating to (A) designs, guidelines, configurations, plans, or specifications provided by Customer; (B) use of the Services not in accordance with this Agreement; (C) modification of the Services by or on behalf of Customer; (D) any Customer Materials, Open Source Materials, or Customer’s Confidential Information; (E) Customer’s violation of Applicable Law; (F) the combination, operation, or use of the Services with products or services not supplied by Inferact where the Services would not be infringing on their own; (G) Customer’s products, services, instructions, configurations, selections, or use cases; (H) any AI Model or Model Output, including the design, development, training, ownership, licensing, content, operation, use, or performance thereof; and (I) Customer’s use of an AI Model in violation of any applicable Third Party Terms. This Section states Inferact’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of Intellectual Property Rights.
    2. Customer Indemnity. Customer shall defend, indemnify, and hold harmless Inferact and its Affiliates, and their respective directors, officers, employees, and representatives, from and against any Claim or proceeding, and any damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) subparts (A) – (G) of Section 10.1 above, except a Claim arising from an AI Model or other Open Source Materials that Inferact uses to provide, or makes available through, the Services; (b) subpart (I) of Section 10.1 above; (c) any violation of Applicable Law by Customer in connection with its use of the Services; (d) any breach of Sections 8 (Geographic Restrictions; Sanctions and Export Controls) or 9 (Anti-Corruption and Anti-Bribery); or (e) Customer's or its Users' use or continued use of the Inferact Platform after Customer has received notice of, or has otherwise become aware of, any actual or threatened intellectual property infringement claim relating to the Inferact Platform. Customer will also reimburse Inferact for reasonable costs and expenses incurred in responding to any governmental investigation or proceeding to the extent arising from Customer’s breach of Sections 8 or 9 or Customer’s violation of Applicable Law in connection with its use of the Services.
    3. Procedure. The indemnified Party shall (a) promptly notify the indemnifying Party of the claim (failure to do so relieves the indemnifying Party only to the extent materially prejudiced); (b) grant the indemnifying Party sole control of the defense and settlement (provided that no settlement imposing liability or admission on the indemnified Party may be made without its consent, not to be unreasonably withheld); and (c) reasonably cooperate at the indemnifying Party’s expense.
11. Limitation of Liability.

EXCEPT FOR EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, AND EXCEPT FOR CUSTOMER’S (I) PAYMENT AND INDEMNIFICATION OBLIGATIONS, (II) BREACH OF SECTION 4.3 (TECHNOLOGY RESTRICTIONS) OR SECTION 5 (CONFIDENTIALITY), OR (III) INFRINGEMENT OR MISAPPROPRIATION OF INFERACT’S INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF USE, LOST PROFITS, OR INTERRUPTION OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY IN ADVANCE; OR (B) ANY AGGREGATE LIABILITY IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Term; Termination.
    1. Service Term. The term of this Agreement will commence on the date of the initial Order Form and will remain in effect for so long as any Order Form remains in effect. Unless otherwise agreed by the Parties, this Agreement will automatically terminate upon the expiration or termination of all Order Forms in effect. The initial term of each Order Form will begin on the start date indicated in such Order Form and will continue for the Service Term set forth therein (the “Service Term”).  
    2. Termination.  Either Party may terminate the applicable Order Form upon written notice in the event that (a) the other Party commits any material breach of the Agreement and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, if the other Party undergoes liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other Party becomes the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.
    3. Effect of Termination; Survival. Upon termination or expiration of an Order Form, Customer’s rights to access and use the Services under such Order Form will immediately terminate, Customer will pay all Fees and other amounts accrued or otherwise payable under such Order Form through the effective date of termination or expiration, and any other Order Forms then in effect will remain unaffected. Upon termination or expiration of this Agreement, all rights and obligations immediately terminate, except that the rights and obligations of the following sections shall survive: Section 1 (Definitions); Section 2.2 (Third Party Terms); Section 2.7 (Affiliates); Section 4 (Proprietary Rights) (except for the licenses granted under Sections 4.1 and 4.2); Section 5 (Confidentiality, for the duration specified therein); Section 6 (Fees and Payment); Section 7.3 (Disclaimers); Section 8.4 (Due Diligence); Section 10 (Indemnification); Section 11 (Limitation of Liability); Section 12.3 (Effect of Termination; Survival); Section 13 (Miscellaneous); and Section 14 (Access Through Authorized Platforms).
13. Miscellaneous.
    1. Publicity. Customer agrees that Inferact may refer to Customer’s name and trademarks in Inferact’s marketing materials and website; however, Inferact will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).
    2. Assignment. Neither Party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign this Agreement without consent to a successor to all or substantially all of its assets or business, whether by merger, acquisition, sale of all or substantially all of its assets, or similar transaction. Any attempted assignment, delegation or transfer by either Party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the Parties and their successors and assigns.
    3. Amendment. Inferact reserves the right in its sole discretion and at any time and for any reason to modify these Terms and Conditions. With respect to each Order Form, any modifications to these Terms and Conditions will become effective upon the date of Customer’s next renewal, new Order Form or other affirmative acceptance. It is Customer’s responsibility to review these Terms and Conditions from time to time for any changes or modifications. If Customer does not agree to the modified Terms and Conditions, Customer may elect to not enter into an Order Form pursuant to which such updated and modified Terms and Conditions would apply. Notwithstanding the foregoing, in some cases (e.g., to address compliance with laws, or as necessary for new features) Inferact may specify that such modifications become effective during Customer’s then-current subscription term. If the effective date of such modifications is during Customer’s then-current subscription term and Customer objects to the modifications, then (as Customer’s exclusive remedy) Customer may terminate the affected Order Form upon written notice to Inferact, and Inferact will refund to Customer any prepaid subscription fees for the terminated portion of the applicable subscription term. To exercise this right, Customer must provide Inferact with notice of its objection and termination within thirty (30) days of Inferact providing notice of the modifications. Except as set forth in this Section, no amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both Parties.  
    4. No Waiver. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
    5. Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the Parties hereto, or be construed to evidence the intention of the Parties to establish any such relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
    6. Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the Parties, while the remainder of this Agreement will remain in full force and effect and bind the Parties according to its terms.
    7. Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the State of California, without regard to its conflict-of-laws principles. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, including any question regarding its existence, breach, validity, or termination (each, a “Dispute”), the Parties shall first attempt to resolve the matter through good-faith negotiation for a period of thirty (30) days following written notice from one Party to the other describing the dispute in reasonable detail (a “Dispute Notice”), or such longer period as the Parties may mutually agree in writing (the “Negotiation Period”). If the Dispute is not resolved within the Negotiation Period, it shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with Commercial Arbitration Rules then in effect, before one (1) arbitrator (or three (3) arbitrators if the amount in controversy exceeds USD 5,000,000), appointed in accordance with the applicable rules, with the seat and place of arbitration being Los Angeles, California, conducted in the English language. The award shall be final and binding. Judgment upon the award may be entered in any federal or state court of the State of California, or any other court of competent jurisdiction, and the Parties irrevocably submit to the personal jurisdiction of such courts for that purpose. Notwithstanding the foregoing, either Party may seek interim or injunctive relief from any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.
    8. Notices. Inferact may provide notice to Customer under this Agreement by email to the email address associated with Customer’s account, through the Services (including through Customer’s account or an in-product notification), or by any other reasonable electronic means. Such notices will be effective when sent or made available through the Services. Customer will provide notices to Inferact under this Agreement by email to legal@inferact.ai, and such notices will be effective upon receipt.
    9. Entire Agreement. This Agreement (consisting of these Terms and Conditions, each Order Form, and the DPA) comprises the entire agreement between Customer and Inferact with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Inferact, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. In the event of a conflict between these Terms and Conditions and an Order Form, the Order Form will control solely to the extent the Order Form expressly identifies the provision of these Terms and Conditions that it is intended to supersede. Any terms contained in a purchase order or other document issued by Customer are void and will not modify this Agreement, notwithstanding any language to the contrary in such document.
    10. Force Majeure. Neither Party will be deemed in breach for any cessation, interruption, or delay in performance (excluding payment obligations) due to causes beyond its reasonable control (a “Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not declared), electrical or telecommunications failures, third-party network or infrastructure failures, denial-of-service or other cyberattacks not resulting from the affected Party’s breach of its applicable security obligations under this Agreement or the DPA, or any change in or adoption of any law, regulation, judgment, or decree. The affected Party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event.
    11. Government Terms. The Inferact Platform, including related software and technology, is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, the Inferact Platform and related software and technology are provided for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Inferact Platform, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement, in accordance with (a) 48 C.F.R. §227.7201 through 227.7204 with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. 12.212 for all other U.S. Government licensees and contractors. All other use is prohibited and no rights other than those provided in this Agreement are conferred.