Terms and Conditions

1. SaaS Services and Support

Subject to the terms of this Agreement, Unearth AI will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer's account. Unearth AI reserves the right to refuse registration of, or cancel, passwords it deems inappropriate.

Subject to the terms hereof, Unearth AI will provide Customer with reasonable technical support services in accordance with its standard practices.

2. Restrictions and Responsibilities

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; modify, translate, or create derivative works based on the Services; use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

Customer shall not use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights. Customer shall not upload any malicious code to the Services.

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Unearth AI against any damages, losses, liabilities, settlements and expenses in connection with any claim or action that arises from an alleged violation of the foregoing.

3. Confidentiality; Proprietary Rights

Each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party ("Receiving Party") by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"). Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information that: (a) is publicly available; (b) is lawfully received from a third party; (c) was already known prior to disclosure; or (d) is independently developed.

Unearth AI shall own and retain all right, title and interest in and to the Services and all related intellectual property rights. Customer retains all right, title and interest in and to the Customer Data.

4. Payment of Fees

Customer will pay Unearth AI the applicable fees as described in the applicable Order Form. Unearth AI will bill monthly and Customer shall pay within 30 days of invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.

Customer shall be responsible for all taxes associated with the Services other than U.S. taxes based on Unearth AI's net income.

5. Term and Termination

The initial service term shall be as specified in the applicable Order Form and shall automatically renew for additional periods of the same duration, unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

Either party may terminate this Agreement for cause: (i) upon 30 days' written notice of a material breach, if such breach remains uncured at the expiration of such period; or (ii) immediately if the other party becomes the subject of a petition in bankruptcy.

6. Warranty and Disclaimer

Unearth AI shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance.

THE SERVICES ARE PROVIDED "AS IS" AND UNEARTH AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. Indemnity

Unearth AI shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Unearth AI is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement.

8. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, UNEARTH AI AND ITS SUPPLIERS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (C) AMOUNTS IN EXCESS OF THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRIOR TO THE CLAIM.

9. Miscellaneous

This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorney's fees and costs. Unearth AI may assign this Agreement; Customer may not assign without prior written consent.

10. Modifications to Terms

Unearth AI may modify these terms with 30 days' written notice. Continued use of the Services after modification constitutes acceptance of the updated terms.