TERMS OF SERVICE

“Affiliate”

means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. “Control” means ownership of more than fifty percent (50%) of the voting shares or equivalent voting interests.

“AI”

means any machine-based system that generates outputs, predictions, content, recommendations, or decisions using large language models, machine learning, or natural language processing, including any generative artificial intelligence features incorporated into the Services.

“Applicable Law”

means all applicable federal, state, and local laws, statutes, regulations, rules, and orders applicable to the Party in question, including applicable data protection and privacy laws.

“Authorized Users”

means Customer’s employees, contractors, or agents who are authorized by Customer to access and use the Services on Customer’s behalf under this Agreement.

“AUP”

means Doe Labs’ acceptable use policy made available to Customer from time to time.

“Confidential Information”

means: (a) any information disclosed by one Party to the other that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure; (b) in the case of Doe Labs: the Services, the Documentation, pricing, technology, and any derivative works thereof; (c) in the case of Customer: Customer Data and any non-public business information; and (d) the terms of this Agreement.

“Customer Data”

means all data, content, and information uploaded, submitted, or transmitted to the Services by or on behalf of Customer or its Authorized Users.

“Documentation”

means Doe Labs’ then-current technical and functional documentation for the Services made available to Customer.

“Enterprise Agreement”

means a separately executed order form or enterprise agreement between Doe Labs and Customer specifying the applicable Services, fees, and other terms.

“Fees”

has the meaning set forth in Section 6.1.

“Intellectual Property Rights”

means all patent, copyright, trademark, trade secret, and other intellectual property rights.

“Pilot Period”

means any evaluation, trial, or pilot period during which Customer accesses the Services as set forth in the applicable Enterprise Agreement.

“Services”

means the Doe Labs proprietary software-as-a-service platform and related professional services provided to Customer pursuant to this Agreement and any applicable Enterprise Agreement.

“SLA”

has the meaning set forth in the Service Level Terms below.

“Usage Data”

means aggregated and anonymized data derived from Customer’s use of the Services, including metadata, query logs, and similar information, from which Customer and its Authorized Users cannot be individually identified.

2.1 Provision of Services; Access.

Subject to the terms of this Agreement and payment of applicable Fees, Doe Labs will make the Services available to Customer during the applicable Pilot Period and the Term for use by its Authorized Users solely for Customer’s internal business purposes. Customer shall be responsible for each Authorized User’s compliance with this Agreement; acts or omissions by any Authorized User shall be deemed acts by Customer.

2.2 Affiliates.

Customer’s Affiliates may access the Services by executing a separate Enterprise Agreement governed by the terms of this Agreement.

2.3 Technical Support.

Subject to the terms hereof, Doe Labs will provide Customer with technical support services in accordance with the Service Level Terms set forth below (the “SLA”).

2.4 Pilot Period.

During any applicable Pilot Period, Doe Labs will make the Services (including designated pilot features) available to Customer for evaluation purposes on the terms set forth in this Agreement and the applicable Enterprise Agreement. Doe Labs may modify or limit pilot features during the Pilot Period with reasonable written notice to Customer. Customer’s access during the Pilot Period shall be subject to the Subscription Terms and the terms of this Agreement.

3.1 Restrictions.

Except as expressly permitted by this Agreement or by Doe Labs in writing, Customer will not, and will not permit any third party to, directly or indirectly:

• (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms relevant to the Services or any Software;
• (b) distribute, lease, license, rent, sell, sublicense, or otherwise provide access to, or use the Services for the benefit of, any third party (including for timesharing or service bureau purposes), except as expressly permitted under the definition of Authorized Users;
• (c) modify, translate, or create derivative works based on the Services or any Software;
• (d) remove or obscure any proprietary notices or labels included in the Services;
• (e) use the Services in violation of the Documentation or any AUP; or
• (f) use the Services to develop a competing product or service.

3.2 Artificial Intelligence.

Customer acknowledges that Doe Labs uses AI in connection with the Services. Doe Labs shall: (a) not disclose Customer Data to any third party except as expressly authorized by Customer or as required by Applicable Law; (b) not use Customer Data to train or fine-tune AI models that are made available to third parties without Customer’s prior written consent; (c) use Customer Data exclusively to provide and improve the Services for Customer’s benefit; and (d) maintain Customer Data in accordance with Applicable Law and Doe Labs’ security obligations under this Agreement.

3.3 Competitor Exclusion.

Entities that directly compete with Doe Labs in the provision of AI-powered work productivity software are prohibited from accessing or using the Services without Doe Labs’ express prior written consent.

3.4 Compliance.

Customer shall comply with all Applicable Law in connection with its use of the Services, including applicable data protection and privacy laws.

4.1 Doe Labs Intellectual Property.

Doe Labs shall own and retain all right, title, and interest (including all Intellectual Property Rights) in and to: (a) the Services, the Documentation, and all improvements, enhancements, or modifications thereto; and (b) all intellectual property rights related to any of the foregoing. Except for the express limited rights set forth in this Agreement, no other right, title, or interest in any of the Services, the Documentation, or any Software is granted to Customer.

4.2 Customer Intellectual Property.

Customer shall own all right, title, and interest in and to the Customer Data. Customer grants Doe Labs a limited, non-exclusive license to access, use, process, and store Customer Data solely as necessary to provide the Services and as otherwise permitted under this Agreement.

4.3 Feedback.

Customer may provide suggestions, comments, or other feedback regarding the Services (“Feedback”). Customer grants Doe Labs a worldwide, perpetual, irrevocable, royalty-free license to use any Feedback to develop and improve the Services without restriction. Doe Labs’ use of Feedback does not create any obligation to Customer.

4.4 Usage Data.

Notwithstanding the foregoing, Doe Labs may collect, analyze, and use Usage Data in order to debug, develop, improve, operate, and support the Services. Doe Labs will not share Usage Data with any third party in a manner that identifies Customer or its Authorized Users.

4.5 Marketing Rights.

Doe Labs may identify Customer as a user of the Services on its website, in press releases, and for other promotional or marketing purposes, including use of Customer’s company name and logo. Upon Customer’s written request to Doe Labs, Doe Labs will remove any such name, logo, or other identifying information from its website and, to the extent commercially feasible, its promotional and marketing materials.

5.1 Mutual Obligations.

Each Party (the “Receiving Party”) acknowledges that the other Party (the “Disclosing Party”) has disclosed or may in the future disclose Confidential Information. The Receiving Party hereby agrees: (a) to use the same degree of care it uses to protect its own Confidential Information (but in no event less than reasonable care) to protect Disclosing Party’s Confidential Information; (b) not to use any of Disclosing Party’s Confidential Information for any purpose beyond the scope of this Agreement; and (c) to limit access to Disclosing Party’s Confidential Information solely to its employees and legal advisors with a need to know such information who are bound to protect it by a written agreement with protections no less restrictive than those set forth herein.

5.2 Exceptions.

The foregoing obligations shall not apply with respect to any information that the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt from the Disclosing Party; (b) is or becomes generally available to the public through no fault of the Receiving Party; (c) is rightfully obtained from a third party with the right to disclose such information; or (d) is independently developed without use of the Confidential Information.

5.3 Required Disclosure.

In the event that the Receiving Party is required by Applicable Law to disclose Confidential Information, the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with advance written notice and reasonable cooperation in connection with any effort to obtain a protective order or similar treatment.

5.4 Injunctive Relief.

The Receiving Party acknowledges that unauthorized disclosure of the Disclosing Party’s Confidential Information would result in substantial harm for which monetary damages alone would be an insufficient remedy, and therefore agrees that, upon any such unauthorized disclosure, the Disclosing Party will be entitled to seek appropriate equitable relief without the necessity of proving damages.

6.1 Fees.

During the Term, Customer will pay Doe Labs the fees described in the applicable Enterprise Agreement or Order Form (the “Fees”) in accordance with the payment terms therein. Doe Labs reserves the right to change the Fees at the end of the Initial Term or then-current Renewal Term upon sixty (60) days’ prior written notice to Customer.

6.2 Payment.

Invoices are due and payable within thirty (30) days of the invoice date. Undisputed amounts not paid within thirty (30) days will accrue interest at 1.5% per month (or the maximum rate permitted by Applicable Law, whichever is lower), plus all reasonable collection expenses. Non-payment of undisputed amounts for more than forty-five (45) days after written notice may result in suspension of Services in Doe Labs’ reasonable discretion.

6.3 Taxes.

Customer shall be responsible for all taxes associated with the Services other than taxes based on Doe Labs’ net income.

7.1 Term.

Subject to earlier termination as provided below, this Agreement is effective as of the Effective Date and continues for the Initial Term specified in the applicable Enterprise Agreement. Unless earlier terminated, this Agreement shall automatically renew for additional periods of the same duration as the Initial Term (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either Party provides written notice to the other at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term.

7.2 Termination for Cause.

Either Party may terminate this Agreement upon thirty (30) days’ prior written notice if the other Party materially breaches any term or condition of this Agreement and fails to cure such breach within such thirty (30) day period; provided that no cure period applies to non-payment of undisputed amounts.

7.3 Termination for Convenience.

Either Party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to the other Party. For the avoidance of doubt, Customer shall not be entitled to any refund of prepaid, unused Fees in the event of a termination for convenience by Customer under this Section.

7.4 Effect of Termination.

Upon any termination or expiration: (a) all rights and licenses granted to Customer will immediately terminate; (b) Doe Labs will make Customer Data available to Customer for electronic retrieval for a period of thirty (30) days following termination; (c) Customer will remain liable for all Fees accrued through the last day on which the Services were provided; and (d) sections which by their nature should survive termination shall survive, including accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

8.1 Warranty.

Doe Labs warrants that it will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions. If Doe Labs is unable to resolve any reported non-conformity with this warranty within thirty (30) days of written notice from Customer, the following tiered remedies shall apply:

This warranty does not apply if the non-conformance results from: (x) Customer’s misuse of the Services; (y) modifications to the Services by Customer or any third party; or (z) hardware, software, or other services used by Customer or its Authorized Users in connection with the Services.

8.2 DISCLAIMER.

NOTWITHSTANDING THE FOREGOING, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, DOE LABS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DOE LABS WILL REVIEW CUSTOMER DATA FOR ACCURACY; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE SERVICES ARE PROVIDED “AS IS” AND DOE LABS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8.3 Mutual Representations.

Each Party represents and warrants that: (a) it has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed, and delivered and is a valid and binding obligation, enforceable in accordance with its terms; (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such Party is a party or by which such Party may otherwise be bound, or of any applicable law; and (d) such Party has obtained any required approvals or authorizations necessary to enter into and perform this Agreement.

8.4 Customer Representations.

Customer additionally represents and warrants that: (x) Customer will use the Services only in compliance with this Agreement, the Documentation, and all Applicable Law; (y) Customer will not upload Customer Data to the Services that would violate any third-party rights or Applicable Law; and (z) Customer is an enterprise customer using the Services for its internal business purposes.

9.1 Indemnification by Doe Labs.

Doe Labs will indemnify, defend, and hold Customer harmless from liability to third parties resulting from infringement by the Services of any United States patent, copyright, or trade secret, provided Doe Labs 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; Doe Labs will not be responsible for any settlement it does not approve in writing.

The foregoing obligations do not apply with respect to portions or components of the Services: (i) not supplied by Doe Labs; (ii) made in whole or in part in accordance with Customer specifications; (iii) modified after delivery by Doe Labs; (iv) combined with other products, processes, or materials where the alleged infringement relates to such combination; (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement.

9.2 Indemnification by Customer.

Customer will defend, indemnify, and hold Doe Labs harmless from and against any claims, damages, liabilities, and losses arising from or relating to: (a) Customer Data; (b) Customer’s breach of this Agreement or violation of Applicable Law; or (c) Customer’s unauthorized use of the Services.

9.3 Indemnification Procedures.

Any Party entitled to indemnification (an “Indemnified Party”) will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided that the failure to give notice shall not relieve the indemnifying party of its obligations hereunder except to the extent of actual prejudice. The indemnifying party shall have the right to assume sole control over defense and settlement. The Indemnified Party shall cooperate fully with the indemnifying party. The indemnifying party shall not settle any action without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld.

11.1 Security Measures.

Doe Labs maintains commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure. Doe Labs maintains SOC 2 Type II compliance and will notify Customer of any confirmed security breach affecting Customer Data as required by Applicable Law.

11.2 Privacy Policy.

Doe Labs will process Customer Data in accordance with its Privacy Policy and the Data Processing Addendum (Exhibit B of any applicable Master Services Agreement). For customers without an executed MSA, Doe Labs offers a standalone Data Processing Addendum upon request at legal@doe.so.

11.3 Model Training Opt-Out.

Doe Labs may use aggregated, anonymized Customer Data to improve the Services. However, Doe Labs will not use identifiable Customer Data to train AI models made available to third parties without Customer’s prior written consent. Customer may request in writing that Doe Labs cease using its Customer Data for model training purposes on a going-forward basis, and Doe Labs will comply with such request within a commercially reasonable time.