Terms and Conditions

1. Services; Access Rights

Subject to the terms of the Agreement, ConvoScience will provide Customer with the services, software, products, deliverables, and related offerings described in the applicable SOW (collectively, the “Offering”).

During the applicable term set forth in an SOW, ConvoScience grants Customer a non-sublicensable, non-transferable, nonexclusive, limited right to internally access and use the Offering solely for Customer's internal business purposes and in accordance with the applicable SOW and these Terms.

2. Customer Responsibilities

Customer is responsible for:

1. (a)providing ConvoScience with timely access to information, systems, personnel, data, materials, and other resources reasonably required for ConvoScience to provide the Offering;
2. (b)ensuring that Customer has all rights, consents, permissions, and authorizations necessary for ConvoScience to access and use Customer Data as contemplated by the Agreement;
3. (c)its own systems, networks, equipment, and third-party services used in connection with the Offering; and
4. (d)all activity occurring under Customer's accounts or credentials, except to the extent caused by ConvoScience's breach of the Agreement.

3. Restrictions

Customer will not, and will not allow any third party to:

1. (a)reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying structure, ideas, algorithms, or models of the Offering, except to the extent such restriction is prohibited by applicable law;
2. (b)modify, adapt, translate, or create derivative works of any part of the Offering;
3. (c)provide, lease, lend, sell, resell, sublicense, make available, or otherwise allow any third party to access or use the Offering, except as expressly permitted in an SOW;
4. (d)use the Offering for the benefit of any third party;
5. (e)copy, reproduce, or distribute any part of the Offering, except as expressly permitted in the Agreement;
6. (f)use the Offering to build, train, improve, or support any competing product or service;
7. (g)interfere with or disrupt the integrity, performance, or security of the Offering; or
8. (h)use the Offering in violation of applicable law.

All limitations and restrictions applicable to the Offering also apply to any documentation, materials, software, APIs, models, workflows, configurations, or other resources provided by ConvoScience.

4. Ownership; Feedback

As between the parties, ConvoScience owns and retains all right, title, and interest in and to the Offering, including all software, technology, models, algorithms, workflows, know-how, documentation, templates, improvements, modifications, and derivative works related thereto.

Customer owns and retains all right, title, and interest in and to Customer Data. “Customer Data” means data, content, information, records, files, or other materials provided by or on behalf of Customer to ConvoScience or accessed by the Offering from Customer's systems, networks, or third-party services.

Customer may provide ConvoScience with suggestions, comments, ideas, enhancement requests, recommendations, or other feedback regarding the Offering (“Feedback”). ConvoScience may freely use, exploit, and incorporate Feedback without restriction or obligation to Customer, provided that ConvoScience will not disclose Feedback in a manner that identifies Customer without Customer's prior written consent. Customer hereby assigns to ConvoScience all right, title, and interest in and to such Feedback to the extent necessary for the foregoing.

5. Customer Data; Data Use; Security

ConvoScience will use Customer Data only as necessary to provide, maintain, secure, support, and improve the Offering, to comply with applicable law, and as otherwise permitted by the Agreement.

Customer Data includes any data or information of Customer's own clients, users, customers, or end users that ConvoScience accesses or processes in connection with the Offering.

ConvoScience will implement and maintain reasonable administrative, physical, and technical safeguards designed to protect Customer Data from unauthorized access, use, alteration, or disclosure. ConvoScience's security practices and treatment of Customer Data will comply with applicable laws and regulations.

Customer acknowledges that certain aspects of the Offering may depend on Customer systems, third-party platforms, telecommunications providers, APIs, infrastructure, or other services outside of ConvoScience's control. ConvoScience is not responsible for failures, delays, errors, or security incidents caused by Customer systems or third-party services outside ConvoScience's reasonable control.

6. Confidentiality

“Confidential Information” means all technical, financial, business, product, operational, customer, data, or other information disclosed by one party (“Discloser”) to the other party (“Recipient”) that is designated as confidential or proprietary, or that should reasonably be understood to be confidential given the nature of the information or the circumstances of disclosure.

Recipient will:

1. (a)protect Discloser's Confidential Information using at least reasonable care;
2. (b)not disclose Discloser's Confidential Information to any third party except to its employees, contractors, advisors, or representatives who need to know such information and are bound by confidentiality obligations at least as protective as those set forth herein; and
3. (c)not use Discloser's Confidential Information except as necessary to perform or receive the benefits of the Agreement.

Confidential Information does not include information that Recipient can demonstrate:

1. (a)is or becomes publicly available through no fault of Recipient;
2. (b)was lawfully known to Recipient without restriction before receipt from Discloser;
3. (c)is lawfully received from a third party without restriction; or
4. (d)is independently developed without use of or reference to Discloser's Confidential Information.

Feedback and the results of any benchmarking, performance testing, or competitive analysis of the Offering will be ConvoScience's Confidential Information.

7. Fees; Payment

Customer will pay the fees set forth in the applicable SOW. Unless otherwise stated in an SOW, fees are payable within thirty (30) days from receipt of ConvoScience's invoice.

Late amounts may accrue interest at the lesser of 1.5% per month or the maximum amount permitted by applicable law. Customer is responsible for all taxes, duties, and governmental assessments associated with the Offering, excluding taxes based on ConvoScience's net income.

Except as expressly stated in an SOW, all fees are non-cancelable and non-refundable.

8. Term; Termination

The Agreement begins on the effective date of the applicable SOW and continues for the term set forth in such SOW unless earlier terminated in accordance with the Agreement.

Either party may terminate the Agreement or an applicable SOW upon written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach. ConvoScience may suspend Customer's access to the Offering if Customer fails to pay undisputed amounts when due, or if Customer's use of the Offering creates a security, legal, or operational risk.

Upon expiration or termination of an SOW:

1. (a)Customer will cease all use of the Offering under that SOW;
2. (b)Customer will pay all fees accrued or payable through the effective date of termination; and
3. (c)upon request, each party will return or destroy the other party's Confidential Information, except that each party may retain copies as required by law or in standard backup systems, subject to the confidentiality obligations herein.

Sections 3, 4, 5, 6, 7, 8, 9, 10, and 11 will survive expiration or termination.

9. Disclaimer

10. Limitation of Liability

“Excluded Claims” means:

1. (a)Customer's payment obligations;
2. (b)either party's breach of confidentiality obligations;
3. (c)Customer's breach of the restrictions in Section 3;
4. (d)either party's gross negligence, willful misconduct, or fraud; and
5. (e)liabilities that cannot be limited under applicable law.

11. General

Neither the Agreement nor any rights or obligations hereunder may be assigned or transferred by Customer without ConvoScience's prior written consent, and any attempted assignment in violation of this section will be void. ConvoScience may assign the Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Any notice, report, approval, or consent required or permitted under the Agreement must be in writing and delivered by email to the email address set forth in the applicable SOW, as may be updated by either party upon notice.

If any provision of the Agreement is held to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect.

The Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. The parties agree that all disputes arising out of or relating to the Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California.

No waiver or amendment will be effective unless made in writing and signed by an authorized representative of each party. The Agreement is the complete and exclusive statement of the parties' mutual understanding regarding its subject matter and supersedes all prior or contemporaneous written and oral agreements, proposals, and communications relating to that subject matter.