FIBER AI, INC.

Last Updated: August 30th, 2024

These Terms of Use (these "Terms") are a legally binding agreement between the party accepting these Terms as set forth in this paragraph ("Customer") and Fiber AI, Inc. ("Fiber AI," "we," "us," or "our") and applies to Customer's access and use of Fiber AI's suite of hosted online services designed to automate sales prospecting and outbound marketing (the "Services"). PLEASE READ THESE TERMS CAREFULLY. WHEN CUSTOMER MAKES A CLICK-THROUGH PURCHASE ON FIBER AI'S WEBSITE, ENTERS INTO AN ORDER FORM FOR ANY SERVICES (an "Order Form") OR OTHERWISE ACCESSES OR USES ANY SERVICES, CUSTOMER IS AGREEING TO BE BOUND BY THESE TERMS. IF CUSTOMER DOES NOT AGREE WITH ANY OF THESE TERMS, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.

These Terms will govern all Order Forms. Additionally, Fiber AI may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of the Services ("Supplemental Terms"). Any Supplemental Terms become part of Customer's agreement with Fiber AI if Customer uses the applicable Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

Fiber AI may make changes to these Terms. If Fiber AI makes changes, Fiber AI may provide Customer with notice of such changes, such as by sending an email, providing a notice through the Services, or otherwise. Unless Fiber AI says otherwise in its notice, the amended Terms will be effective immediately, and Customer's continued use of the Services after Fiber AI provides such notice will confirm Customer's acceptance of the changes. If Customer does not agree to the amended Terms, Customer must immediately stop using the Services. Any changes to these Terms will not apply to any dispute between Customer and Fiber AI arising prior to the date on which Fiber AI posted the updated Terms incorporating such changes or otherwise notified Customer of such changes.

1. THE SERVICES

   1. Right to Access; Modifications. Subject to Customer's compliance with the terms and conditions of these Terms, Fiber AI grants Customer a limited, non-exclusive, revocable right to access and use the Services selected via Fiber AI's website or pursuant to an Order Form, solely for purposes of conducting business-to-business sales, marketing, or business development activities and for Customer's other internal business purposes (the "Permitted Uses"). Customer may not resell, transfer, assign, or sublicense Customer's rights under these Terms to any third party or use the Services to run an outsourcing business or provide services for the benefit of any third party. Notwithstanding anything to the contrary in these Terms, (a) Fiber AI may conduct maintenance on the Services from time to time without prior notice to Customer and (b) Fiber AI may modify, limit, or entirely eliminate features of the Services from time to time at Fiber AI's sole discretion, including due to limitations imposed on, or the unavailability of, Third-Party Services (as defined below).

   2. Third-Party Services.

      1. Definition. Certain Services or features thereof (including Prospect Data (as defined below)) may rely on, interoperate with, or otherwise utilize or leverage products and/or services provided by third parties (such services, "Third-Party Services" and the providers of such services, "Third-Party Service Providers"). Third-Party Services may include, without limitation and as applicable, products and/or services related to (i) email or social media accounts (such as Outlook or LinkedIn), (ii) email distribution, (iii) contact information gathering and/or verification, (iv) data brokerage, including web visitor data enrichment, (v) message or other content generation (including through the use of artificial intelligence) (such as OpenAI or Deepgram), and (vi) other applicable third-party products and/or services.

      2. Third-Party Terms; Disclaimer. Customer is, and Customer Personnel (as defined below) are, solely responsible and liable for complying with all terms, conditions and policies imposed by Third-Party Service Providers on Third-Party Services ("Third-Party Terms"). Fiber AI is not, and will not be deemed to be, a party to any Third-Party Terms, all of which are exclusively between Customer and the applicable Third-Party Service Provider(s). Fiber AI does not make any warranties or guarantees with respect to Third-Party Services, including the performance or continued availability of Third-Party Services and Fiber AI may (either itself or as required by the Third-Party Service Provider) limit or cease providing interoperation with any or all Third-Party Services (and, as a consequence, certain or all features of the Services may be limited or ceased) without entitling Customer to any refund, credit, or other compensation if, for example and without limitation, the Third-Party Service Provider ceases to make the Third-Party Service available for interoperation or use with the Services in a manner acceptable to us. Moreover, the performance of Third-Party Services (and Third-Party Service Providers) is outside Fiber AI's control. FIBER AI WILL NOT BE LIABLE FOR, AND FIBER AI EXPRESSLY DISCLAIMS, ANY LIABILITY FOR LOSSES, COSTS, OR EXPENSES TO THE EXTENT CAUSED BY ANY THIRD-PARTY SERVICES OR THIRD-PARTY SERVICE PROVIDERS OR FOR CUSTOMER'S COMPLIANCE (OR NON-COMPLIANCE) WITH ANY APPLICABLE THIRD-PARTY TERMS, EACH OF WHICH ARE CUSTOMER'S EXCLUSIVE RESPONSIBILITY AND LIABILITY.

   3. Service-Specific Terms. If Customer uses any of the following Services, then without limiting the terms or conditions of these Terms, Customer agrees to the following additional terms and conditions.

      1. Fiber AI Messaging Services. We may, in the name of and/or on behalf of Customer, Authorized Users (as defined below) or other Customer personnel (collectively, "Customer Personnel"), facilitate Customer communications with third parties (e.g., sending emails or other communications to sales leads or prospects) or otherwise facilitate public or private communications or messages (e.g., posting public or private LinkedIn messages or other social or other media communications or messages) (such communications, "Communications" and such services, the "Fiber AI Messaging Services"). The Fiber AI Messaging Services may be provided through existing Customer or Customer Personnel accounts maintained with Third-Party Service Providers ("Connected Accounts"), such as their Outlook or LinkedIn accounts, or through accounts that we create in Customer's or Customer Personnel's name and/or on Customer's or Customer Personnel's behalf with Third-Party Service Providers, which may include domain names ("Created Accounts" and, together with the Connected Accounts, the "Messaging Accounts"). Customer agrees that Customer shall be the sender of all Communications for purposes of the CAN-SPAM Act and other Laws (as defined below) applicable to the sending of Communications.

         1. Provision of Materials. Customer will, and will cause its Customer Personnel to, provide Fiber AI all necessary information, data, materials, and credentials for Fiber AI to, as applicable, create, link, access, and use the Messaging Accounts in connection with the Fiber AI Messaging Services. Customer represents and warrants, on behalf of itself and all Customer Personnel, that Customer and such Customer Personnel are entitled to disclose to Fiber AI any and all such information, data, materials, and credentials for Fiber AI’s use contemplated by these Terms and use of the Services by Customer and Customer Personnel.

         2. Authorization. By using the Fiber AI Messaging Services (including by providing access to Connected Accounts or directing or permitting Fiber AI to create Created Accounts), Customer, on behalf of itself and Customer Personnel, expressly authorizes and directs Fiber AI to access and use Messaging Accounts, and in the case of Created Accounts, to create such Created Accounts, and to disseminate Communications, in the name of Customer or its Customer Personnel, in each case, as contemplated by these Terms and use of the Services by Customer and Customer Personnel. Further, Customer represents and warrants, on behalf of itself and all Customer Personnel, that it and such Customer Personnel are and will remain in good standing with respect to such Messaging Accounts and in full compliance with the Third-Party Terms applicable to such Messaging Accounts.

         3. Availability. Customer acknowledges and agrees, on behalf of itself and all Customer Personnel, that availability of each Messaging Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable Third-Party Service Provider. Fiber AI will have no liability for any unavailability of any Messaging Account, or any Third-Party Service Provider's decision to discontinue, suspend, terminate, or otherwise limit use of any Messaging Account.

         4. Fees and Expenses. Customer will remain responsible for payment of all fees and expenses required to maintain Connected Accounts. For the duration of Customer's use of the Fiber AI Messaging Services, Fiber AI will be responsible for payment of all fees and expenses required to create and/or maintain Created Accounts. At the conclusion of Customer's use of the Fiber AI Messaging Services, Fiber AI will transfer the Created Accounts (including domain names) to Customer and Customer will thereafter be responsible for all fees and expenses therefor.

      2. Prospect Data Services. Through our “Prospect Data Services”, we may provide Customer with access to contact details or other information or content (including contact data, education and professional history, biographical data, firmographic data, social media profile and activity data, email activity data and other attributes (“Professional Profile Data”))pertaining to current or prospective customers of Customer and their personnel from Fiber AI’s proprietary databases or from third party databases ("Prospect Data").

         1. Use of Prospect Data. Subject to the Permitted Uses and the other restrictions set forth in these Terms, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable right to (A) view and store the Prospect Data, (B) to the extent permitted by applicable laws, rules, regulations, regulatory guidelines, or industry standards (collectively, “Laws”), communicate with individuals to whom Prospect Data pertains in a manner that relates directly to such person's profession, business, or affiliated organization and (C) analyze the Prospect Data.

         2. Additional Restrictions and Protections. Without limiting the other restrictions set forth in these Terms, Customer (A) will not, and will ensure that Customer Personnel do not, incorporate any Prospect Data into Customer's products or services or otherwise resell, sublicense, or distribute any Prospect Data, (B) will not, and will ensure that Customer Personnel do not, present the Prospect Data so that it appears to be made available by any third party, (C) will process all Prospect Data in accordance with Laws, including Privacy and Data Laws (as defined below), (D) will maintain industry-standard physical, technical, and administrative controls to ensure the confidentiality, integrity and availability of Prospect Data, and ensure that Prospect Data is accessible only by Customer and Customer Personnel, (E) promptly comply with all requests of individuals to exercise legal rights with respect to Prospect Data or opt-out of receiving Communications, (F) not use the Services, including Prospect Data, to determine a consumer’s eligibility for (i) credit or insurance for personal, family or household purposes, (ii) employment or (iii) a government license or benefit or (iv) any other purpose governed by the Fair Credit Reporting Act, and (G) is solely responsible and liable for uses of Prospect Data by Customer and Customer Personnel and all communications made in connection therewith.

      3. Visitor Data Enrichment Services. We may provide Customer the ability to obtain Prospect Data pertaining to Customer’s web visitors by placing pixels, cookies, code or other data collection technology (collectively, "Tags") controlled by Fiber AI or Third-Third Party Service Providers on Customer's online properties ("Customer Properties"), which automatically collect from visitors to Customer Properties on which such Tags are placed IP address and other information about the device they use to access the Customer Properties and how they use and navigate them (“Tag Data”). Tag Data is disclosed to Third-Party Service Providers via application programming interfaces, who return contact details or business data pertaining to visitors that they believe to be associated with the Tag Data (the "Visitor Data Enrichment Services"). Customer acknowledges that (a) some web visitors or their browsers may use various techniques and technologies to prevent collection of or alter Tag Data, (b) Prospect Data made available to Customer through the Visitor Data Enrichment Services (“Visitor Enrichment Data”) may not be available for all visitors or may not correspond to the web visitors with the applicable Third-Party Service Providers believe it is associated and (c) all disclaimers in these Terms applicable to Prospect Data apply to Visitor Enrichment Data. Upon termination of the Visitor Data Enrichment Services, Customer will promptly remove all Tags from all Customer Properties.

      4. Self-Serve Messaging. Customer may use a "self-serve" feature of the Services designed to enable Customer to (A) develop email or other templates ("Templates") and (B) send or otherwise disseminate Communications with such Templates (the "Self-Serve Messaging Services"). Customer acknowledges and agrees that the Self-Serve Messaging Services use artificial intelligence tools ("AI Tools"). The AI Tools may leverage third party large language models and artificial intelligence algorithms and platforms (each of which constitute a Third-Party Service), which may be made available by Third-Party Service Providers ("Third-Party AI Tools"), to generate suggested text and/or other content or results (collectively, "Output") in response to text and/or other content that Customer submits to such Third-Party AI Tools ("Input"). For clarity, (1) Customer will comply with all Third-Party Terms applicable to all Third-Party AI Tools and authorizes Fiber AI to share Inputs with all applicable Third-Party AI Tools, (2) Customer acknowledges and agrees that such Third-Party Terms may permit the applicable Third-Party Service Provider(s) to retain certain rights to use and/or disclose the Input and Output, including to further train their algorithmic models, and (3) the disclaimers with respect to Third-Party Service Providers and Third-Party Services apply to Third-Party AI Tools and Fiber AI makes no representations or warranties with respect thereto or with respect to any Output generated in connection with use of the Self-Serve Messaging Services. Customer uses such Third-Party AI Tools and Output at its own risk and is solely responsible for evaluating and ensuring the quality, accuracy, legality and integrity of all Output before using or disclosing it. Customer shall comply with any and all Laws requiring disclosure that Output was not created by a human. Customer shall not use the Services in a manner that would result in the Service or any portion thereof being classified as “high risk” or in an analogous manner under applicable Laws relating to artificial intelligence.

2. ACCOUNTS AND ELIGIBILITY

   1. Authorized Users.. Fiber AI may enable Customer to designate authorized Customer Personnel ("Authorized Users") to use the Services, and if so, only Authorized Users may use the Services.

   2. Geographic Scope. Customer may only use the Services in jurisdictions authorized by Fiber AI. The Services are currently authorized to be used only in the United States to facilitate business-to-business sales, marketing, or business development communications with individuals in the United States and are not intended to subject Fiber AI to any non-United States jurisdiction or law. Customer represents and warrants that neither Customer nor any Customer Representative (a) will use the Services outside of the United States or to communicate with any individual if Customer or any Customer Representative has reason to know such individual resides outside of the United States, (b) is located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a "terrorist supporting" country, and (c) is on any of the U.S. government lists of restricted end users.

   3. Customer Accounts. Customer must create an account to use the Services. Customer is responsible for use of the Services by Customer and Customer Personnel, their respective access to Services accounts, and all acts and omissions through Services accounts, , as well as for use of the Services by any third party through Services access credentials of Customer or any Customer Personnel, whether authorized or not. Customer is solely responsible for it implementing and maintaining security measures to safeguard Customer's and Customer Personnel's access credentials and to prevent use and disclosure of such credentials by unauthorized third parties. Customer will promptly notify Fiber AI in writing of any unauthorized use of the Services or access credentials that comes to Customer's attention. Fiber AI has no obligation to inquire about the authority of anyone using the account access credentials of Customer or any Customer Personnel.

3. CUSTOMER OBLIGATIONS

   1. Restrictions. Customer agrees that the Services contain trade secrets and other valuable proprietary information belonging to Fiber AI. Customer will not, and will ensure that Customer Personnel do not: (a) alter, copy, modify, translate, or make derivative works of, or permit the alteration, copying, modification, translation, or making derivative works of, the Services or any component thereof; (b) attempt to derive the source code or object code for the Services, including by reverse engineering, decompiling, disassembling, or similar means; (c) seek to acquire any ownership interest in or to the Services; (d) license, offer, sell, resell, transfer, lease, or otherwise distribute the Services or attempt any of the foregoing; (e) remove, alter, or obfuscate any copyright, trademark, or other proprietary rights notices included with the Services; (f) access or use the Services in order to design, develop, or build a similar product or competitive product or otherwise use the Services for any purpose other than the Permitted Uses; (g) enable access to the Services by anyone not authorized to use the Services; (h) develop any scripts or software applications that interact with or integrate with the Services unless first authorized in writing by Fiber AI; (i) circumvent or modify any security technologies designed to prevent unauthorized access to the Services; (j) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Fiber AI without Fiber AI’ express written consent; or (k) use any meta-tags or any other "hidden text" utilizing any of Fiber AI's names, trademarks, or service marks without the express written consent of Fiber AI. Without limiting the generality of the foregoing, Customer acknowledges that the restrictions set forth in this Section 3.1 apply to Prospect Data and any functionally similar or equivalent data, information, and materials.

   2. Acceptable Use. Customer will not, and will ensure that Customer Personnel do not, whether by use of the Services or otherwise: (a) infringe on, violate, dilute, or misappropriate the intellectual property rights, rights of publicity, privacy rights, or other rights of any person; (b) engage in any fraudulent, unlawful, or abusive activities; (c) upload, store, send, or post messages, content, data, or other Communications (i) that are, or contains content that is, spam, defamatory, inflammatory, trade libelous, threatening, abusive, hateful, harassing, obscene, pornographic, or indecent, (ii) using a fictional identity, pseudonym, or alias, (iii) that generate an unacceptable level of bouncebacks or complaints, (iv) that fail to include appropriate disclosures and opt-out mechanisms in full compliance with Laws or otherwise fails to fully comply with Laws, or (v) that originate from a group distribution email (e.g., hello@ or marketing@); (d) interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services or Fiber AI's provision of services to other customers; (e) upload, store, send, or post any Customer Data or other information, data, or material that constitutes or contains a virus, trojan horse, worm, or any malicious or harmful software program or code; (f) attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information stored on or in connection with the Services; or (g) otherwise engage in conduct or behavior that Fiber AI finds objectionable in its sole discretion. Without limiting the generality of the foregoing, Customer acknowledges that the restrictions set forth in this Section 3.2 apply to Prospect Data and any functionally similar or equivalent data, information, and materials.

   3. Compliance With Laws. Customer will, and will ensure that all Customer Personnel, comply with all Laws in connection with Customer's and Customer Personnel's use of the Services, including Privacy and Data Laws (defined below). Customer acknowledges that all system hardware, system software, proprietary data, know-how, or other data or information (herein referred to as "Systems") obtained from Fiber AI may be subject to the import and/or export control laws of one or more countries and, accordingly, their import, export, re-export, and transfer may be restricted or prohibited. Customer agrees not to, and agrees to cause all Customer Personnel not to, directly or indirectly, import, export, re-export, transfer, or cause to be imported, exported, re-exported, or transferred, any such Systems to any destination, entity, or persons prohibited or restricted under any law or regulation, unless Customer has first obtained prior written consent of Fiber AI and any applicable governmental entity, either in writing or as provided by applicable regulation, as the same may be amended from time to time.

   4. Notices and Consents.

      1. Customer acknowledges that various federal, state and local laws govern collection, use and disclosure of Prospect Data; commercial communications via email, telephone or other channels; online behavioral advertising; and the use of artificial intelligence, including comprehensive state privacy laws (e.g., California Consumer Privacy Act), state laws governing the interception of electronic communications as applied to the use of Tags (e.g., the California Invasion of Privacy Act), the CAN-SPAM Act, the Telephone Consumer Protection Act, state laws governing the use of artificial intelligence systems (e.g., the Colorado Artificial Intelligence Act), and state and federal laws prohibiting unfair or deceptive business practices as applied to personal information (collectively, “Privacy and Data Laws”). Customer shall ensure, and is solely responsible for ensuring, that it has given all notices and disclosures, and obtained all consents and permissions, necessary (including under Privacy and Data Laws) for (i) Customer and Customer Personnel to use the Services and send Communications, (ii) for Customer’s collection, use and disclosure of Prospect Data, (iii) Fiber AI to collect, use, and disclose Customer Data and to facilitate Communications as contemplated by these Terms and the use of the Services by Customer and Customer Personnel, and (iv) use of Tags on its Customer Properties to facilitate the identification and collection of data about visitors to Customer Properties.

      2. Without limiting the generality of the foregoing, at all times during the term of these Terms and thereafter so long as Customer maintains Prospect Data, Customer will make available from a reasonably conspicuous link on its website homepage a publicly-accessible privacy policy that (i) accurately describes its collection, use, and disclosure of Prospect Data and Customer Data contemplated by these Terms and use of the Service by Customer and Customer Personnel, (ii) accurately describes the use of Tags on its Customer Properties to facilitate the identification and collection of data about visitors to Customer Properties, and (iii) complies with Law

   5. Equipment. Customer is solely responsible for obtaining and maintaining, at Customer's expense, all of the necessary telecommunications, computer hardware, mobile devices, software, services and Internet connectivity required to access the Services from the Internet.

4. CUSTOMER DATA

   1. Ownership. Customer owns and retain all right, title, and interest in and to information, data, content, and/or files transmitted, uploaded, or stored in association with Customer's and Customer Personnel's use of the Services, including personal information and Tag Data but excluding Prospect Data ("Customer Data"), including all intellectual property rights therein. Customer acknowledges and agrees that Customer (not Fiber AI) has control over Customer Data stored by operation of the Services (except with respect to any Customer Data included in Fiber AI’s proprietary database of Prospect Data as described in Section 4.2).

   2. Use of Customer Data. Customer hereby grants Fiber AI and its affiliates a worldwide, royalty-free, fully paid, transferable, assignable, sublicensable (through multiple tiers), perpetual, and irrevocable license to collect, host, use, access, view, store, copy, display, create derivative works of, delete, and otherwise process Customer Data (including providing Customer Data to applicable third-party service providers and others) to (a) provide, support, monitor, analyze, and improve the Services and improve Fiber AI's other products and services, (b) include Professional Profile Data within Customer Data in Fiber AI’s proprietary database of Prospect Data made available to other Fiber AI customers for their business-to-business sales and marketing purposes (for example, when Fiber AI learns through providing the Service to Customer of updated contact details about an individual in this database, Fiber AI may retain such details), (c) communicate with Customer about its account and its Customer Personnel's accounts, (d) comply with Laws and any legal and regulatory requirements, including court orders, subpoenas, and requests or requirements for information made by regulatory or investigatory entities, (e) prevent fraud or misuse of the Services, (f) perform market research, (g) conduct product research and improvement and development of products and services by Fiber AI, and/or (h) for any other lawful purpose. Fiber AI may expand its use of Customer Data in its discretion if not precluded by Laws. Fiber AI will not be required to transmit or provide Customer or any third party with Customer Data in any format except as required by Laws.

   3. Rights in Customer Data. Customer represents and warrant to Fiber AI that Customer has the rights, licenses, and permissions necessary to grant the license and use rights in Section 4.2 and to otherwise provide Customer Data to Fiber AI for use by Fiber AI as contemplated by these Terms and the use of the Service by Customer and Customer’s Representatives. Customer is solely responsible for the content, accuracy, integrity, quality, and legality of Customer Data. Customer will not, and will ensure that Customer Personnel do not include in Customer Data or otherwise upload, post, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property rights without first obtaining the permission of the owner of such rights.

   4. Obligations. Customer acknowledges that the Services are not designed to comply with requirements of Laws applicable specifically to, and shall ensure that Customer Data does not contain any (a) Social Security numbers or other government-issued identification numbers; (b) credentials to any online accounts other than Connected Accounts or Created Accounts; (c) credentials to any financial accounts; (d) payment card information (except as provided to Fiber AI’s payment processors to pay for the Service); (e) “consumer reports” as defined under the Fair Credit Reporting Act; (f) fingerprints, facial geometry, iris scans, voice prints or other information that constitutes biometric data, biometric information or biometric identifiers under Data Protection Law, (g) genetic or health information, including “protected health information” as defined by the Health Insurance Portability and Accountability Act (HIPAA); (h) personal information of children under 18 years of age; (i) criminal histories; (j) “personally identifiable information” protected by the Video Privacy Protection Act; (k) information that constitutes “special categories of data”, “sensitive personal information” or “sensitive data” as defined in Privacy and Data Laws or (l) personal information pertaining to natural personal or household in a personal, family, or household context . Customer will maintain its own backup copies of all Customer Data.

5. INTELLECTUAL PROPERTY RIGHTS

   1. Ownership by Fiber AI. Subject to the use rights granted under these Terms, as between the parties, Fiber AI owns and retains all right, title, and interest in and to the Services and any improvements, modifications, enhancements, or derivatives of the foregoing, all work product (including any software) and deliverables created under any Order Form between the parties, and all intellectual property rights relating to any of the foregoing. These Terms do not convey to Customer any rights of ownership in or related to the Services, work product, or deliverables. Except for the rights expressly granted in these Terms, no other rights are granted to Customer in, to, or under Fiber AI's intellectual property rights, whether by implication, estoppel, waiver, or otherwise.

   2. Usage Data. Notwithstanding anything to the contrary in these Terms, Customer agrees that Fiber AI may generate, collect, store, use, transfer, and/or disclose to third parties information gathered, prepared, computed, originated, or stored by Fiber AI resulting from the use or provision of the Services, including information derived from or based on Customer Data ("Usage Data") (a) to perform data analytics, (b) to monitor, improve, and support the Services, (c) to design, develop, and offer Fiber AI products and services, and (d) for any other lawful purpose. Fiber AI owns and retains all rights to Usage Data, and no rights are granted to Customer, whether by implication, estoppel, waiver, or otherwise in or to any Usage Data. Fiber AI has no obligation to provide or make any Usage Data available to Customer.

6. FEES AND PAYMENT TERMS

   1. General. Customer will pay Fiber AI the fees (a) charged on the Fiber AI website, (b) charged on an Order Form, and/or (c) that have otherwise been charged by Fiber AI for the Services (the "Fees"), as applicable.

   2. Payment to Fiber AI. Customer will pay all Fees by (a) check, (b) bank wire transfer in immediately available funds to an account designated by Fiber AI, or (c) credit or debit card via an authorized payment processor. If by credit or debit card, Customer authorizes Fiber AI (or its payment processor) to charge Customer's credit or debit card number provided to Fiber AI and represents and warrants that Customer is authorized to use and have Fees charged to that credit or debit card. Unless otherwise set forth in an Order Form or as communicated in writing by Fiber AI, all payments pursuant to these Terms: (i) are nonrefundable; (ii) will be made in U.S. Dollars; and (iii) are exclusive of taxes and duties, which will be paid solely by Customer (other than taxes based on Fiber AI's net income). All Fees are payable without setoff, counterclaim, deduction, recoupment, or withholding of any kind for amounts owed or purportedly owed by Fiber AI under these Terms, applicable law, or otherwise. The terms of payment specified herein may be subject to Fiber AI's approval of Customer's credit, and Fiber AI may at any time revise the specified terms of payment to require payment in advance. Fiber AI may assess a late charge of the lesser of 1.5% per month or the maximum rate allowed under applicable law for all late payments. Customer will reimburse Fiber AI for all costs and expenses (including reasonable attorneys' fees) incurred by Fiber AI in collecting any past due amounts.

7. TERM, TERMINATION, AND SUSPENSION

   1. Term. The term of these Terms commences on Customer's acceptance of these Terms (whether via a click-through purchase or by entering into an Order Form) and, unless either party terminates Customer's access to the Services as set forth in this Section 7, continues until the expiration or termination of the stated term on (a) Fiber AI's website in connection with Customer's purchase or (b) the Order Form.

   2. Termination.

      1. Non-Renewal. If automatic renewal applies, either party may terminate Customer's access to the Services (and, therefore, these Terms) by issuing written notice of non-renewal at least 30 days prior to the expiration of the then-current term.

      2. Termination for Cause. Either party may terminate Customer's access to the Services (and, therefore, these Terms) upon written notice to the other party (i) if such other party commits a material breach of these Terms and fails to cure such breach within 30 days of having received noticed of the breach or (ii) immediately if the other party becomes insolvent, makes an assignment for the benefit of its creditors, appoints a receiver for the whole or part of its assets, if there is a filing of voluntary bankruptcy petition by such other party or the filing against such other party of an involuntary bankruptcy petition that is not stayed or dismissed within 60 days, or there is an issuance of any order or the passing of a resolution for the winding-up of such other party's business.

      3. Order Form. The Order Form may contain different or additional termination rights. If there is a conflict between those rights and the rights in this Section 7.2, the rights in the Order Form will control to the extent of the conflict.

   3. Immediate Termination; Suspension. Notwithstanding Section 7.2, Fiber AI may suspend or limit access to the Services, or immediately terminate Customer's access to the Services (and, therefore, these Terms), at any time: (a) if Fiber AI determines or suspects that Customer or any Customer Personnel are using the Services in violation of Laws or in connection with any fraudulent activity; (b) if Fiber AI determines or suspects that Customer's or any Customer Personnel's use of the Services adversely affects or interferes with the normal operation of the Services or any service to others; (c) if Fiber AI is prohibited by an order of a court or other governmental agency from providing the Services; (d) for Customer's non-payment of any Fees due and payable to Fiber AI hereunder; (e) if Fiber AI believes there exists a security incident that threatens the security of the Services or any related data; or (f) for any other reason in Fiber AI's reasonable discretion. FIBER AI WILL HAVE NO LIABILITY FOR ANY DAMAGES, LIABILITIES, OR LOSSES AS A RESULT OF ANY SUSPENSION, LIMITATION, OR TERMINATION OF CUSTOMER'S USE OF THE SERVICES IN ACCORDANCE WITH THIS PARAGRAPH.

   4. Effect of Expiration or Termination. Upon any expiration or termination of these Terms, all unpaid Fees (including any Fees payable for the remainder of Customer's subscription to the Services) will become immediately due and payable. No refunds will be given on early termination, including any refunds for any pre-paid amounts, regardless of the reason for such termination. All rights granted to Customer under these Terms and Fiber AI's obligations will immediately cease, and Customer will stop accessing or using the Services, except that the restrictions on Customer's use of the Services (including those set forth in Sections 1 and 3), the allocation of responsibility and liability for Customer's use of the Services (including as set forth in Sections 1 and 3), and the following provisions will survive: Sections 4 ( Customer Data), 5 (Intellectual Property Rights), 6 (Fees and Payment Terms), 7.4 (Effect of Expiration or Termination), 8 (Confidentiality) 9 (Indemnification), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Arbitration), and 13 (General Provisions).

8. CONFIDENTIALITY

   1. Protection. "Confidential Information" means information disclosed by Fiber AI to Customer, or accessed by Customer, that is not generally known to the public and is marked as confidential or proprietary, or which, under the circumstances ought to be treated as confidential. Prospect Data and Usage Data are Confidential Information of Fiber AI. Customer: (a) will protect Confidential Information from unauthorized disclosure using at least a reasonable degree of care; (b) will not disclose Confidential Information to any third party; and (c) will not use the Confidential Information for any purpose other than as expressly permitted in these Terms.

   2. Return. After any expiration or termination of these Terms, or at any time upon request from Fiber AI, Customer will immediately return or destroy (at Fiber AI's sole direction) all materials or media containing any Confidential Information, including all copies thereof, and will certify in writing to Fiber AI that all such Confidential Information has been returned or destroyed.

   3. Injunctive Relief. Customer expressly acknowledges and agrees that no adequate remedy exists at law for an actual or threatened breach of this Section 8 and that in such event Fiber AI will be entitled to seek and obtain immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

   4. Feedback. Customer or Customer Personnel may from time to time voluntarily provide suggestions, enhancements, recommendations, requests for features or functionality, comments, or other feedback to Fiber AI regarding Fiber AI and/or the Services ("Feedback"). Feedback, even if designated as "confidential" or "proprietary" by Customer, will not create any confidentiality or other obligation for Fiber AI, and Customer hereby grants Fiber AI a royalty-free, fully paid-up, worldwide, transferable, sublicensable, irrevocable, perpetual license to copy, disclose, use, or otherwise exploit such Feedback for any purpose.

9. INDEMNIFICATION

   Customer will indemnify and hold Fiber AI and its affiliates, and its and their officers, employees, and agents harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising from or in connection with (a) Customer's access to or use of the Services, (b) Customer Data, and/or (c) Customer's or any Customer Personnels' breach or alleged breach of these Terms (each, an "Indemnifiable Claim"). Additionally, Customer will, at Fiber AI's sole election, defend Fiber AI from any Indemnifiable Claims. If Fiber AI directs Customer to defend an Indemnifiable Claim, then (i) Fiber AI has the right to approve the counsel Customer selects to defend the Indemnifiable Claim and (ii) Fiber AI may also have its own counsel participate in the defense and settlement of the Indemnifiable Claim at Customer's expense. Fiber AI may also exclusively retain control of the defense of an Indemnifiable Claim. Customer will not settle an Indemnifiable Claim without Fiber AI's written consent.

10. DISCLAIMERS

    THE SERVICES, INCLUDING PROSPECT DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FIBER AI HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND THIRD-PARTY SERVICE PROVIDERS, WHETHER STATUTORY, EXPRESS, IMPLIED, OR THROUGH A COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FIBER AI DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. FIBER AI MAKES NO REPRESENTATIONS OR WARRANTIES (A) CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION OR RESULTS OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES, (B) REGARDING THE ACCURACY, QUALITY OR INTEGRITY OF PROSPECT DATA OR (C) THAT ANY INDIVIDUALS TO WHICH PROSPECT DATA PERTAINS HAVE CONSENTED TO CUSTOMER’S USE OF PROSPECT DATA OR COMMUNICATION WITH THEM, OR THAT SUCH USE OR COMMUNICATIONS BY CUSTOMER COMPLY WITH LAWS.

11. LIMITATION OF LIABILITY

    TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL (A) FIBER AI OR ANY OF ITS SERVICE PROVIDERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR PERSONAL INJURY, PROPERTY DAMAGE, ERROR OR INTERRUPTION OF USE, LOSS, INACCURACY, OR CORRUPTION OF DATA, COVER, LOST PROFITS OR REVENUE, LOSS OF BUSINESS, OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, REGARDLESS OF THE FORM IN WHICH THE ACTION IS BROUGHT (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THE RELATIONSHIP BETWEEN THE PARTIES (INCLUDING THESE TERMS), INCLUDING THE USE OR INABILITY TO USE THE SERVICES, WHETHER OR NOT FIBER AI HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, OR (B) FIBER AI’S TOTAL LIABILITY UNDER THESE TERMS, REGARDLESS OF LEGAL THEORY (INCLUDING NEGLIGENCE), EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE FEES PAID TO FIBER AI BY CUSTOMER IN THE 6-MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CLAIM AROSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. THE PARTIES ACKNOWLEDGE THAT THIS SECTION 11 REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT NEITHER PARTY WOULD ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS LIMITATION ON LIABILITY WILL APPLY DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THESE TERMS.

12. ARBITRATION

    If any dispute between the parties arising under or relating to these Terms (a "Dispute") is not resolved through negotiation or mutual agreement, the parties agree to submit the Dispute to arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in English in Manhattan, New York, before one neutral arbitrator who may be a national of any party and who shall be a member of the AAA's Large Complex Case Panel. Any issues about the arbitrability of a Dispute will be determined by the arbitrator. All documents and information relevant to the Dispute in the possession of any party will be made available to the other party not later than 60 days after the demand for arbitration is served, and the arbitrator may permit such depositions or other discovery deemed necessary for a fair hearing. The arbitrator will have the power to require discovery of third parties (including testimony and documents) to the fullest extent allowed by federal law or the laws of the State of New York. The hearing may not exceed two days. The arbitrator’s award will be rendered within 120 days of the demand. The arbitrator may award interim and final injunctive relief and other remedies but may not award damages limited in Section 11 above whether under contract, tort, statute, or any other basis for liability unless they are required by statute as determined by the arbitrator. No class arbitration will be allowed, but other parties may be joined as necessary to resolve the Dispute. No time limit herein is jurisdictional. Any award of the arbitrator (including awards of interim or final remedies) may be confirmed or enforced in any court having jurisdiction. Notwithstanding anything to the contrary in this Section 12, Fiber AI may, at any time, bring court proceedings or claims against Customer (a) solely as part of separate litigation commenced by an unrelated third party or (b) solely to obtain temporary or preliminary injunctive relief or other interim remedies, pending conclusion of the arbitration. In the case of contradiction between the provisions of this Section 12 and the Commercial Arbitration Rules of the AAA, this Section 12 will prevail. The limitations on remedies described above may be deemed inoperative to the extent necessary to preserve the enforceability of the agreement to arbitrate. If any provision of this agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by law and all other provisions shall remain valid and enforceable.

13. GENERAL PROVISIONS

    1. Customer General Representations and Warranties. Customer represents and warrants that (a) Customer is validly existing and in good standing under the laws of the place of its establishment or incorporation, (b) Customer has full corporate power and authority to execute, deliver and perform its obligations under these Terms, (c) the person entering into these Terms on Customer's behalf has been duly authorized and empowered to enter into these Terms, and (d) these Terms are valid, binding and enforceable against Customer and all Customer Personnel in accordance with their terms.

    2. Entire Agreement. These Terms (together with any Order Forms) constitute the entire understanding of the parties with respect to their subject matter and supersede all prior or contemporaneous proposals, understandings, and agreements. If Customer provides Fiber AI with any pre-printed terms and conditions that appear on any purchase order or other form document, such terms will be of no force or effect.

    3. Assignment. Customer may not assign or transfer these Terms or any of Customer's rights or obligations under it without Fiber AI's prior written consent. Fiber AI may freely assign these Terms, including to its affiliates, in connection with the sale of all or substantially all of its assets or business related to these Terms, or a sale or other transfer of a controlling interest in Fiber AI, whether by merger, consolidation, sale of securities, or other legal means. Any attempted assignment in violation of this paragraph will be null and void. Subject to the foregoing, these Terms are binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Fiber may subcontract the Services but remains responsible for the actions and omissions of its subcontractors in relation to the Services and ensuring that their performance complies with these Terms.

    4. Severability. If a court finds any term of these Terms, other than Section 12, to be invalid or unenforceable, that term will be enforced to the maximum extent permissible so as to reflect the parties’ intent, and the remainder of these Terms will remain in full force and effect.

    5. Waiver. Either party's delay or failure to exercise any right under these Terms or any law does not mean a party waives that right or any other rights under these Terms in the future. No waiver of any provision of these Terms, or any rights or obligations of either party under these Terms, will be effective except pursuant to a written instrument signed by the party against whom the waiver is sought.

    6. Independent Contractors. Nothing contained in these Terms will be construed to create a joint venture or partnership between the parties. Neither party is authorized as an agent or legal representative of the other party. Neither party will have the right or authority to bind or create any obligation on the other party.

    7. Notices. By using the Services, Customer agrees (a) to receive communications (including any communications that are required to be issued in writing hereunder) electronically, including via email, (b) that any such electronically-issued communications will satisfy any legal communication requirements, including those that require notices to be in writing, (c) that, without limiting Fiber AI's notification rights in the third introductory paragraph of these Terms, Fiber AI may issue notices to the email or other address provided by Customer to Fiber AI, and (d) that such notice will be effective on delivery. Notices to Fiber AI, including termination notices, must be delivered to notices@fiber.ai or by certified mail to 1111B S Governors Ave STE 6809 Dover, DE 19904. Such notice will be effective on receipt.

    8. Force Majeure. Fiber AI is excused from performance of these Terms and will not be liable for any delay in whole or in part caused by any event outside of its control.

    9. No Third-Party Beneficiary. Nothing contained in these Terms will be deemed to create, or be construed as creating, any third-party beneficiary right of action upon any third party in any manner whatsoever.

    10. Governing Law and Venue. These Terms will be governed in all respects in accordance with the laws of the State of New York, without regard to conflict of law principles that would cause the laws of any other jurisdiction to apply. Except as set forth in Section 12, Customer expressly agrees that federal and state courts located in Manhattan, New York will have exclusive jurisdiction over any Dispute raised by Customer. Customer expressly consents to personal jurisdiction in any such court and hereby irrevocably waives any objection to or claim of lack of jurisdiction or forum non conveniens.

    11. Publicity. Customer consents to Fiber AI's use of Customer's name and logo on the Fiber AI website and on Fiber AI's promotional, investor, and marketing related materials, identifying Customer as a customer of Fiber AI and describing Customer's use of the Services.

    12. Interpretation. The headings of these Terms are for reference only and will not be used to interpret the meaning of these Terms. Any reference to "includes" or "including" will be understood to be exemplary and not limiting and followed by "but not limited to." Each party has had the opportunity to review these Terms with legal counsel, and there will be no presumption that ambiguities will be construed or interpreted against the drafter.