zautoai Inc. (“zautoai”) provides an API System for Analyzing Text (the “Solution”) including by means of a website located at https://www.zautoai.com (the “Site”). These Terms of Service (“Terms”) govern your access and use of the Solution, as well as access to the Site. “You” means any entity that uses the Solution to analyze text, including the personnel of such entity (together, the “Customer”), as well as any visitor to the Site.

Please read these Terms carefully. These Terms govern your access and use of the Solution and/or Site and any proprietary technology of zautoai incorporated therein. By using the Solution and/or visiting the Site you signify your assent to both these Terms and our Privacy Policy, which is available at https://www.zautoai.com/privacy-policy. Changes may be made to these Terms from time to time. Your continued use of the Solution and/or Site will be deemed acceptance to any such amended or updated terms. If you do not agree to any of these Terms, please do not click “ACCEPT” and do not use the Solution and/or Site. If you accept these terms on behalf of an organization, you hereby represent that you have the authority to do so. zautoai makes certain versions of the Solution available free-of-charge to you, but zautoai may choose at any time to charge for your future use of the Solution and/or Site and/or change the pricing any time.

1. Solution

Subject to the terms and conditions of this Agreement, zautoai shall provide Customer with access to the Solution. Customer may use the Solution on a non-exclusive basis solely for its own commercial purposes, which may include creating an application for third parties to present inquiries in respect of text and documentation uploaded by Customer. Customer shall not be entitled to any other software (including any other executable or source code) from zautoai. No licenses or rights are granted herein by estoppel or by implication. Customer represents that it has all necessary authority to enter into this Agreement, to provide any text or documents provided by Customer, including without limitation any text or documents on a website referenced by Customer uploaded to the Solution (collectively, “Text”) for the purposes set forth herein, and that the execution of this Agreement and the receipt of the Solution will not conflict with any legal, regulatory or contractual obligations of Customer.

2. Restrictions

Except as set forth expressly herein, Customer shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Solution; (b) modify the Solution, (c) sublicense, sell, distribute or provide the Solution to any third party, or (d) bypass any security measure or access control measure of the Solution. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Customer shall inform zautoai in writing in each instance prior to engaging in the activities set forth above. zautoai may decline to allow the Solution to provide services with respect to any specific Text, at any time, without prior notice.

3.Data; Privacy

In order to provide the Solution, zautoai collects certain data provided by Customer, including input text, (“Customer Data”), in accordance with the terms of our Privacy Policy which is available at https://www.zautoai.com/privacy, as amended from time to time. The Customer is entitled to have its input text data erased by contacting zautoAI at privacy@zautoai.com.

4 Intellectual Property

zautoai has all right, title, and interest in the Solution, including all enhancements, improvements, and modifications thereof (“zautoai Property”). zautoai does not request Customer’s feedback regarding the zautoai Property. Notwithstanding the foregoing, if Customer provides zautoai with any feedback regarding the zautoai Property, zautoai may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. Subject to the foregoing, as between the parties, Customer shall have all right, title, and interest in any reports and analytics concerning the Customer Data.

5. Confidentiality

Either party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its provision or use of the Solution. Confidential Information shall not include information that Receiving Party can show (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement.

Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. All pricing information herein and all non-public information in respect of the Solution shall be deemed the Confidential Information of zautoai.

6 Payment

In consideration of the use of the Solution pursuant to these Terms, Customer shall make payment to zautoai as set forth in the pricing policy (available at: https://www.zautoai.com/pricing, the “Pricing Policy” ) or a separate quotation may be available at an Internet location that we provide (the “Quotation”). Except to the extent set forth otherwise in the Pricing Policy and/or Quotation, amounts due do not include VAT and other taxes, and Customer shall make payment in respect of such taxes in addition to other amounts due hereunder.

Customer shall make payment to zautoai without deduction or withholding of any taxes or other government charges. Late payments shall bear interest at the rate of 18% per annum. In the event of any conflict between these Terms and the express terms of the Pricing Policy and/or Quotation, the express terms of the Pricing Policy and/or Quotation shall govern.zautoai may revise prices (whether of the Pricing Policy and/or of any Quotation) at any time without notice. zautoai may add or change payment methods in its sole discretion. You must respect the terms and conditions of any payment methods you use. We reserve the right to terminate any subscription ordered with respect to the use of the Solution if full payment is not timely received. All paid amounts are non-refundable.

7. Indemnification

7.1 zautoai Indemnification Obligations

zautoai shall defend, indemnify and hold Customer harmless from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which Customer may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party against Customer arising from any claims that the technology underlying the Solution (not including any output of the Solution, and not including any claims in respect of the Text) infringes the intellectual property rights of a third party.

zautoai shall not have any liability to the extent any claim is the result of Customer’s actions, omissions, or breach of this Agreement or the use of the Solution in respect of any specific Text. If the Solution shall be the subject of an indemnifiable claim, or zautoai reasonably believes that the Solution shall be the subject of an indemnifiable claim, zautoai may terminate this Agreement with written notice if modification of the Solution to be non-infringing or compliant with applicable law is not reasonably practical.

7.2 Customer Indemnification Obligations

Customer shall defend, indemnify and hold zautoai (and its affiliates, officers, directors and employees) harmless from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which zautoai may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from the provision by Customer of (a) any data not in compliance with applicable law or (b) any text or documents, including without limitation any claim that the use of the Solution with respect to specific Text infringes the intellectual property rights of a third party.

7.3 Procedure

The obligations of either party to provide indemnification under this Agreement will be contingent upon the indemnified party (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought, (ii) cooperating fully with the indemnifying party (at the indemnifying party’s expense), and (iii) allowing the indemnifying party to control the defense and settlement of such claim, provided that no settlement may be entered into without the consent of the indemnified party if such settlement would require any action on the part of the indemnified party other than to cease using any allegedly infringing or illegal content or services.

Notwithstanding the foregoing, zautoai may assume the defense of any claim (at Customer’s expense) to the extent Customer does not defend such claim to the reasonable satisfaction of ZAutoAI. Subject to the foregoing, an indemnified party will at all times have the option to participate in any matter or litigation through counsel of its own election at its own expense.

8.Limitation of Liability

In no event shall zautoai (or its directors, officers, affiliates, agents or employees) have any liability for any consequential, indirect, special or punitive damages, arising out of or relating to the zautoai Software or Solution. The entire liability of zautoai (or its directors, officers, affiliates, agents or employees) hereunder shall not exceed the total amount Customer has actually paid to zautoai in respect of the Solution in the 12 months prior to the applicable claim.

zautoai does not provide any representations or warranties in respect of any output of the Solution, and specifically does not represent or warrant that the output of the Solution will accurately reflect any Text. Customer is required to independently ensure the accuracy of any output of the Solution.

9.Term

The term of this Agreement (“Term”) shall commence on the Effective Date and shall continue in effect for a period of one year thereafter (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for subsequent periods of one year each (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless one of the parties provides written notice of its intent not to renew at least 30 days prior to the applicable Renewal Term.

Either party may terminate this Agreement upon written notice if the other party shall materially breach this Agreement and not cure such breach within 30 days of receipt of written notice thereof from the non-breaching Party. zautoai may terminate this Agreement upon written notice if zautoai reasonably determines that the continued use of the Solution by Customer, including with respect to any specific Text, could potentially subject zautoai to legal liability. Upon any termination of this Agreement, Customer shall cease all use of the Solution. Sections 2 – 12 of this Agreement shall survive any termination or expiration thereof. Neither party shall have liability for the termination of this Agreement in accordance with its terms.

10.Customer Representations

As long as these Terms are in effect between zautoai and Customer, Customer hereby represents and warrants to zautoai as follows: (a) any and all Customer Data or Text which will be provided to zautoai has been lawfully obtained by Customer, and Customer has the right to provide such data or Text to zautoai for the purposes set forth herein; (b) Customer has provided all necessary notices and/or obtained any and all required consents from its personnel and clients for collecting and processing Customer Data (as required by applicable law); and (c) Customer shall maintain and be in compliance with all applicable laws, regulations and guidelines relating to collecting or processing of Text and Customer Data.

11.Publicity

zautoai may disclose that Customer is using the Solution, including by displaying Customer’s name and logo on zautoai’s website and other marketing materials.

12.Miscellaneous

ZThis Agreement together with its Exhibits constitute the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties regarding the subject matter hereof. Except as expressly set forth herein, this Agreement may not be modified or amended except in a writing executed by both parties. If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement.

zautoai may assign its rights or obligations under this Agreement to an affiliated company or to a purchaser of all or substantially all of zautoai’s assets or share capital, or to any company succeeding to zautoai’s business. Customer shall not assign any of its rights or obligations hereunder without zautoai’s prior written consent. Assignments in violation of the foregoing shall be void. The Agreement will be governed and interpreted in accordance with the laws of the State of New York, without regard to its choice of law principles. zautoai and Customer agree that, except as provided below, all disputes, controversies and claims related to these Terms of the use of the Solution (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. The arbitration will be conducted in New York unless the parties agree to video, phone and/or internet connection appearances. In the event of a conflict between the terms set forth herein and the JAMS Rules, the terms herein will control and prevail. Except as otherwise set forth herein, each party may seek any remedies available under federal, state or local laws in an arbitration action. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. No Claims shall be aggregated in any arbitration. Each party hereby irrevocably waives any and all right to trial by jury. Notwithstanding the foregoing, either party may seek an injunction or other equitable relief in any court of competent jurisdiction in order to prevent a breach or threatened breach of this Agreement.

zautoai Inc.

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