AI Expedite Terms of Service

AI EXPEDITE TERMS OF SERVICE

This Agreement was last updated on April 23, 2024

This AI Expedite Terms of Service (“Terms of Service”, together with any Order Forms, any attachments, exhibits, and/or amendments hereto, as amended from time to time, collectively the “Agreement”), form an agreement between the customer (such customer, the “Customer”) accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the Services (as defined below) and AI Expedite Inc. (“AI Expedite”, “we”, “us” or “our”), the supplier of the Services and is entered into on the earlier of the date Customer first uses any part of the Services and the date Customer agrees to be bound by this Agreement (the “Effective Date”). This Agreement includes any current or future Order Forms (all as defined below in Section 14 ), and all such documents are incorporated by this reference. AI Expedite and Customer will be referred to together as the “Parties” and each a “Party”. Capitalized terms used in the preamble and the main body of this Terms of Service have the meaning ascribed to them in the preamble or in this Section 14 . This Agreement sets forth the terms and conditions that govern the provision and use of the Services.

BY USING THE AI EXPEDITE’S PRODUCTS (INCLUDING THE AI EXPEDITE SAAS SERVICES, AS DEFINED BELOW), OR BY CLICKING TO ACCEPT THE TERM SOF SERVICE, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 13(l) . IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE AI EXPEDITE’S PRODUCTS. CUSTOMER REPRESENTS AND WARRANTS TO AI EXPEDITE THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE AI EXPEDITE’S PRODUCTS ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO AI EXPEDITE THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

1. AI Expedite’s Products
   1. Provisioning of AI Expedite SaaS Services. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, AI Expedite will make the AI Expedite SaaS Services available to Customer on the terms and conditions set out in this Agreement during the applicable Service Term.
   2. Restrictions on Use. Customer will not itself, and will not permit others (including any Permitted Users) to: (i) sub-license, sell, rent, lend, lease or distribute the AI Expedite’s Products or any Intellectual Property Rights therein, or otherwise make the AI Expedite’s Products available to any third parties other than Permitted Users; (ii) use AI Expedite’s Products or Services for personal, family or household purposes; (iii) use or access the AI Expedite’s Products: (A) in violation of any Applicable Laws or Intellectual Property Right; (B) for any High Risk Activities; (C) in a manner that threatens the security or functionality of the AI Expedite’s Products; or (D) for any purpose or in any manner not expressly permitted in this Agreement; (iv) use or access the AI Expedite’s Products to create, collect, transmit, store, use or process any Customer Data that: (A) Customer does not have the lawful right to create, collect, transmit, store, use or process; (B) violates any Applicable Laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or (C) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (v) copy or Modify the AI Expedite’s Products; (vi) reverse engineer, de-compile or disassemble the AI Expedite’s Products or any part of them; (vii) access or use the AI Expedite’s Products for purposes of benchmarking or competitive analysis of such AI Expedite’s Products; (viii) access or use the AI Expedite’s Products for the purpose of building a similar or competitive product or service; (ix) remove or obscure any proprietary notices or labels on the AI Expedite’s Products, including brand, copyright, trademark and patent or patent pending notices; (x) perform any vulnerability, penetration or similar testing of the AI Expedite’s Products; (xi) use AI Expedite’s Products to circumvent the intended features, functionality or limitations of AI Expedite’s APIs; (xii) except as permitted through AI Expedite’s APIs, use any automated or programmatic method to extract data or output from AI Expedite’s Products, including scraping, web harvesting, or web data extraction; (xiii) represent that Output from AI Expedite’s Products was human generated when it is not; (xiv) buy, sell, or transfer API Keys without AI Expedite’s prior consent; (xv) use AI Expedite’s Products in a manner which, in the opinion of AI Expedite would tend to bring AI Expedite or any of its trademarks into public disrepute, contempt, scandal or ridicule, would adversely affect the reputation or goodwill of AI Expedite or any of its the trademarks, or adversely affect the relationship between AI Expedite and any of its licensors or other customers; (xvi) use AI Expedite’s Products to store or transmit material that is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, libelous, obscene, or otherwise objectionable or unlawful; or (xvii) use AI Expedite’s Products to impersonate any person in violation of such person’s privacy or personality rights.
   3. Suspension of Access; Scheduled Downtime; Modifications. AI Expedite may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement: (i) suspend Customer’s access to or use of the Services or any component of them: (A) for scheduled maintenance; (B) due to a Force Majeure event; (C) if AI Expedite believes in good faith that Customer or any Permitted User has violated any provision of this Agreement; (D) to address any emergency security concerns; (E) if required to do so by a Governmental or Regulatory Authority or as a result of a change in Applicable Laws; or (F) for any other reason as provided in this Agreement; and (ii) make any Modifications to the Services or AI Expedite’s Products, provided that such Modifications do not materially reduce the level of performance, functionality, security or availability of the Services or AI Expedite’s Products during the applicable Service Term.
   4. Subcontracting. AI Expedite may engage third parties to provide Services without Customer’s consent and without prior notice to Customer. AI Expedite will remain responsible for the work and activities performed by such subcontractors in accordance with this Agreement.
   5. Third-Party Services. AI Expedite’s Products may be integrated with or require the use of third party technology that is licensed under separate license terms, and not under this Agreement or other third party products that are owned by third parties (collectively “Third-Party Services”). Customer is responsible for separately obtaining or licensing such technology. Customer will accept and comply with the license terms applicable to Third-Party Services. If Customer does not agree to abide by the applicable license terms for any such Third-Party Services, then Customer will not install, access, or use such Third-Party Services. Any acquisition by Customer of such Third-Party Services, and any exchange of data between Customer and any such provider of Third-Party Services is solely between Customer and the applicable Third-Party Services provider. AI Expedite does not warrant or support Third-Party Services or other third party products, offerings or services, whether or not they are designated by AI Expedite as “certified” or otherwise. AI Expedite cannot guarantee the continued availability of such Third-Party Services features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Services ceases to make the Third-Party Services available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to AI Expedite. AI Expedite is not responsible for any disclosure, Modification or deletion of Customer Property resulting from access by such Third-Party Services or its provider.
   6. Free Trials. If Customer receives access to AI Expedite’s Products on a free or trial basis (“Free Trial”), its use of AI Expedite’s Products in connection with the Free Trial, and Customer’s use of any AI Expedite’s Products including any Content created in connection with such Free Trial, is permitted only for Customer’s internal evaluation during the period designated by AI Expedite. Free Trials are optional and either Party may terminate a Free Trial at any time for any reason. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, AI EXPEDITE PROVIDES FREE TRIALS “AS IS” WITH NO WARRANTY, INDEMNITY OR SUPPORT. NOTWITHSTANDING THE “WARRANTY; DISCLAIMER; INDEMNITY” AND “LIMITATION OF LIABILITIES” SECTIONS OF THIS AGREEMENT, AI EXPEDITE’S LIABILITY WITH RESPECT TO ANY FREE TRIALS PROVIDED SHALL NOT EXCEED CAD$100.00.
   7. Downloadable Software. Use of the AI Expedite SaaS Services may require or include use of AI Expedite Downloadable Software to be run directly on Customer’s systems (“Customer Systems”). As a result, AI Expedite Downloadable Software may automatically download and install updates and upgrades from time to time from AI Expedite. These updates are designed to improve, enhance and further develop the AI Expedite SaaS Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. Customer consents to the installation of AI Expedite Downloadable Software, including updates and upgrades (and authorizes AI Expedite to deliver these to Customer) as part of Customer’s use of the AI Expedite SaaS Services. Customer acknowledges that AI Expedite Downloadable Software causes Customer Systems to communicate with AI Expedite for the purposes described above. Some emergency updates may be communicated after they are delivered. Customer, at its sole expense, agrees to provide compatible Customer Systems for the activation of AI Expedite Downloadable Software and is responsible for upgrading and configuring Customer Systems to remain compatible with any minimum system requirements as required by AI Expedite, during the Term.
   8. Beta Services. From time to time, AI Expedite may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services and such use is solely for Customer’s internal non production use. Any use of Beta Services is subject to this Agreement (including Section 9) and as applicable the additional Beta Services terms as provided or made available to Customer form time to time by AI Expedite. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, AI EXPEDITE PROVIDES BETA SERVICES “AS IS” WITH NO WARRANTY, INDEMNITY OR SUPPORT. NOTWITHSTANDING THE “WARRANTY; DISCLAIMER; INDEMNITY” AND “LIMITATION OF LIABILITIES” SECTIONS OF THIS AGREEMENT, AI EXPEDITE’S LIABILITY WITH RESPECT TO ANY BETA SERVICES PROVIDED SHALL NOT EXCEED CAD$100.00.
2. Ownership; Reservation of Rights
   1. Customer Property.
      1. During the Term, Customer may provide input to AI Expedite AI’s Products (“Input”) and receive outputs that are created by the applicable AI Expedite’s Products using GenAI that are based on Customer’s Inputs (“Output”). Input and Output are collectively “Content”.
      2. As between the Parties and to the extent permitted by Applicable Law, Customer retains all ownership and Intellectual Property Rights in and to Content and other Customer Property. SUBJECT TO CUSTOMER’S COMPLIANCE WITH THIS AGREEMENT, AI Expedite HEREBY ASSIGNS TO CUSTOMER ALL ITS RIGHT, TITLE AND INTEREST IN AND TO OUTPUT. AS BETWEEN AI EXPEDITE AND CUSTOMER, CUSTOMER WILL HAVE FULL OWNERSHIP OF ALL RIGHTS IN OUTPUTS (AND ALL DERIVATIVE WORKS THEREOF) OTHER THAN ANY AI EXPEDITE PROPERTY EMBEDDED IN SUCH OUTPUTS. NOTWITHSTANDING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT CERTAIN JURISDICTIONS DO NOT RECOGNIZE INTELLECTUAL PROPERTY OWNERSHIP IN OUTPUTS AND AS A RESULT AI EXPEDITE MAKES NO REPRESENTATION OR WARRANTY THAT PROVIDER WILL HAVE FULL OWNERSHIP OF SUCH OUTPUTS.
      3. Customer grants to AI Expedite: (A) a nonexclusive, worldwide, royalty-free, irrevocable, transferable, sublicensable, and fully paid-up licence during the Term to access, collect, use, Process, store, disclose, transmit, transfer, copy, Modify and display Customer Property solely to provide the Services and AI Expedite’s Products; and (B) a nonexclusive, perpetual, worldwide, royalty-free, irrevocable, transferable, sublicensable, and fully paid-up licence to access, collect, use, Process, store, disclose, transmit, transfer, copy, Modify and display Customer Property to: (A) improve and enhance AI Expedite’s Products, Services and AI Expedite’s other offerings; and (B) produce or generate information and other data in an anonymous and aggregated form that is collected or generated by AI Expedite’s Products and Services related to how individual users interact with the AI Expedite’s Products and Services, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior, but expressly excluding any information or data that can (whether alone or when combined with other information or data) identify or reveal the identity of individual user. (such data, information and materials, the “Aggregated Data”). AI Expedite may use, Process, store, disclose, transmit, transfer and display the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind.
   2. AI Expedite’s Property. AI Expedite or its licensors retain all ownership and Intellectual Property Rights in and to: (i) AI Expedite’s Products; (ii) Services; (iii) anything developed or delivered by or on behalf of AI Expedite in accordance with the terms of this Agreement including any Deliverables, Report, Documentation, Aggregated Data and any metadata (excluding any metadata about any Content or other Customer Property) that is generated by AI Expedite’s Products; and (iv) any Modifications to the foregoing (collectively, “AI Expedite’s Property”). All rights not expressly granted by AI Expedite to Customer under this Agreement are reserved.
   3. License Grant; Access Grant. During the applicable Service Term and AI Expedite grants to Customer: (A) a limited, revocable, non-exclusive, non-sublicensable (except for permitted use by Permitted Users), non-transferable (except as permitted in Section 13(b)) right to allow its Permitted Users to access and use the AI Expedite SaaS Services in accordance with the Documentation; (B) a limited, revocable, non-exclusive, non-sublicensable (except for permitted use by Permitted Users), non-transferable (except as permitted in Section 13(b)) license to use the AI Expedite Downloadable Software solely for the purpose of facilitating the transfer of information from Customer Systems to the AI Expedite SaaS Services; (C) a limited, revocable, non-exclusive, non-sublicensable (except for permitted use by Permitted Users), non-transferable (except as permitted in Section 13(b)) license to access and use the AI Expedite’s API (if access provided to Customer pursuant to any Order Form) solely for the purpose of facilitating the transfer of information from Customer Application to the AI Expedite’s Products; and (D) a limited, revocable, non-exclusive, non-sublicensable (except for permitted use by Permitted Users), non-transferable (except as permitted in Section 13(b)) license to use the Documentation and Reports solely for the purpose of use and receipt of the AI Expedite SaaS Services.
   4. Feedback. Customer grants to AI Expedite and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into AI Expedite’s Products, any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Permitted Users relating to AI Expedite’s Products including any feedback provided by Customer or any Permitted User through the interaction with the AI (“Feedback”). Nothing in this Agreement will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Customer or Permitted Users and without any obligation to the Customer or any Permitted User. AI Expedite is not obligated to use any Feedback.
3. AI Expedite’s APIs
   1. Use of AI Expedite’s APIs
      1. In order to use AI Expedite’s APIs, Customer must receive an API key from AI Expedite (each, an “API Key”). Customer acknowledges that such API Keys are AI Expedite’s Confidential Information (as defined below) and will not share Customer’s API Keys with any third party without AI Expedite’s prior consent. In addition, AI Expedite may revoke Customer’s API Keys any time without Customer’s consent.
      2. Customer may incorporate AI Expedite’s APIs into Customer’s products and services and otherwise use AI Expedite’s APIs in connection with its internal business purposes, provided such incorporation and use are done in accordance and in compliance with this Agreement and the related Documentation.
      3. Unless otherwise set out in an Order Form, the number of calls Customer makes to AI Expedite’s APIs during any given period may be limited, at AI Expedite’s sole discretion, based on various factors that include the manner in which Customer makes calls to AI Expedite’s APIs and the anticipated volume of use associated with Customer.
      4. AI Expedite reserves the right to change AI Expedite’s APIs and related Documentation at any time and without notice. Customer acknowledges and understands that these changes may require Customer to make changes to Customer Applications at Customer’s own cost and expense.
      5. Notwithstanding the foregoing, AI Expedite retains the right, at AI Expedite’s sole discretion, to suspend or revoke Customer’s or its Permitted Users’ access to the AI Expedite’s APIs, at any time and for any reason, including for: (A) violation of the terms of this Agreement or any other responsible use guidelines AI Expedite provides to Customer or are posted on the website; (B) Customer’s use of the AI Expedite’s APIs contrary to the related Documentation; (C) scheduled maintenance; or (D) any emergency security concerns.
   2. Monitoring Usage of AI Expedite’s APIs. Customer acknowledges and agrees that AI Expedite may monitor Customer’s or its Permitted Users’ use of AI Expedite’s APIs and that Customer will not block or otherwise interfere with AI Expedite’s monitoring. At AI Expedite’s request, Customer will provide AI Expedite access to, and use of, Customer Application, at no cost to AI Expedite, for the purpose of monitoring or reviewing Customer Applications for compliance with this Agreement.
4. Privacy
   Customer understands that Personal Information, including the Personal Information of Permitted Users, will be treated in accordance with AI Exedite’s privacy policy located at aiexpedite.com/privacy (the “Privacy Policy”). AI Expedite may, without Customer’s consent, revise its Privacy Policy from time to time, as is customary business practice in its field (e.g., to incorporate improvements in its solutions offerings or align its practices with changing regulatory requirements). Other than Account Information, Customer will not provide AI Expedite with any Personal Information.
5. Professional Services
   1. AI Expedite will use commercially reasonable efforts to perform the Professional Services set out in an applicable Order Form.
6. Customer User Account; Customer Responsibilities
   1. In order for Customer to access and use the AI Expedite SaaS Services, AI Expedite will issue one account (the “Customer User Account”) to Customer for use by Customer and all Permitted Users which may be accessed by Customer or the applicable Permitted User through the AI Expedite Products. Customer and its Permitted Users will manage and issue its API Keys through the Customer User Account.
   2. Customer Responsibilities.
      1. Customer will ensure that a Permitted User only uses the AI Expedite’s Products through the Permitted User’s assigned Customer User Account. Customer will not allow any Permitted User to share a Customer User Account with any other person. Customer will promptly notify AI Expedite of any actual or suspected unauthorized use of AI Expedite’s Products. AI Expedite reserves the right to suspend, deactivate, or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose; and
      2. Customer will solely be responsible for: (A) the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with AI Expedite’s Products, and the interoperation of any third party products or systems with which Customer uses AI Expedite’s Products; (B) providing, at its own expense, all network access to AI Expedite’s Products, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use AI Expedite’s Products; (C) properly configuring and using AI Expedite’s Products and taking its own steps to maintain appropriate security, protection and backup of its infrastructure (including without limitation any databases, servers, and any other protocol) which may include the use of encryption technology to protect such infrastructure from unauthorized access and routine archiving of such infrastructure; (D) using AI Expedite’s Products in accordance with this Agreement and Applicable Laws; (E) identifying and authenticating all Permitted Users and for ensuring only Permitted Users access and use AI Expedite’s Products; (F) ensuring that only Permitted Users access and use the AI Expedite’s Products, and for Permitted Users’ compliance with this Agreement. Without limiting the generality of the foregoing, where appropriate in the circumstances, this may include Customer taking steps to ensure that all Permitted Users of the Services are contractually bound to terms and conditions with Customer that are no less restrictive or protective of AI Expedite’s rights than those set forth in this Agreement; (G) ensuring that all uses of AI Expedite’s Products and Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement; and (H) ensuring that none of the Permitted Users bring or maintain any Claim against AI Expedite, its shareholders, employees, officers, directors, Affiliates, agents, contractors, successors, and assigns in respect of any matter related to or in connection with the subject matter of this Agreement. Customer will be liable for any breach by a Permitted User of this Agreement.
7. Support
   Customer will generally have access to AI Expedite’s support services in relation to the appliable AI Expedite’s Products (“Support Services”).
8. Fees and Payment
   1. Fees. Customer will pay to AI Expedite, the fees, credits or tokens charged to Customer’s account, according to the prices and terms as set forth on AI Expedite’s then-current applicable pricing page as may be amended from time to time in AI Expedite’s discretion, or as otherwise agreed between Parties in writing including in any Order Form (the “Fees”). Unless otherwise noted on an Order Form: (i) all Fees are identified in the currency identified in the applicable invoice; (ii) Fees are payable in advance, non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant Service Term. If Customer’s use of the Services or AI Expedite’s Products exceeds the service capacity or credit limits set forth on an Order Form or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement): (x) Customer will be billed for such usage and Customer will pay the additional Fees in accordance with this Agreement; and (y) if Customer exceeds any limits or credits on its account, it may continue to access and use its Customer Property but AI Expedite will suspend Customer’s access and use of some or all of the functionalities on the applicable AI Expedite’s Products.
   2. Changes to the Fees. AI Expedite reserves the right to change the Fees and institute new Fees upon providing not less than 14 days prior notice to Customer.
   3. Invoicing. AI Expedite may prepare and send to Customer, at the then-current contact information on file with AI Expedite , an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 calendar days of the invoice date.
   4. Disputed Charges. If Customer believes AI Expedite has charged Customer incorrectly, Customer must contact AI Expedite no later than forty-five (45) days after having been charged by AI Expedite in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
   5. Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. If Customer has not paid all Fee when due, AI Expedite reserves the right to: (i) suspend Customer’s access to the AI Expedite’s Products a and any delivery of the Services until all due and undisputed amounts are paid in full; or (ii) terminate the Agreement immediately on notice (which may be sent by electronic means to the account administrator through the Customer User Account), without incurring any obligation or liability to Customer or any other person by reason of such suspension or termination.
   6. Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of AI Expedite.
   7. Suspension. Any suspension of AI Expedite’s Products or Services by AI Expedite pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
   8. Payment Processor. Payment and collection of Fees may be enabled through and executed by a third-party payment processor. Transaction fees associated with the individual payment and collection of Fees or amounts under this Agreement are as outlined in the pricing plan provided to Customer. Customer may be required to agree to terms and conditions as required by such third-party payment processor from time to time. Prior to using AI Expedite’s Products and any components thereof, Customer must have all applicable such third-party payment processor’s terms and conditions in effect. By using AI Expedite’s Products or any component thereof, Customer acknowledges it must be in full compliance with the terms and conditions of such third-party payment processor and be in good standing with such third party payment processor.
9. Confidential Information
   1. Definitions. For the purposes of this Agreement, a Party or any of its Affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be “Recipient”, the Party disclosing such information will be “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its Affiliates, and in the case of AI Expedite, any of its service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser’s past, present or future customers, suppliers, technology or business, AI Expedite Property, this Agreement and where Discloser is Customer, Customer’s Confidential Information includes Customer Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include any information that: (a) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (b) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (c) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (d) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.
   2. Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times following the Term it will: (i) not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except to its own personnel and Permitted Users (if Recipient is Customer), or its and its Affiliate’s employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns (if Recipient is AI Expedite), or such other recipients as Discloser may approve in writing, that have a “need to know” for the purposes of receiving or providing the Services, who are informed of the confidential nature of the Confidential Information, who are directed to hold the Confidential Information in confidence and who agree in writing, or are otherwise legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement; (ii) not use Confidential Information of Discloser or permit it to be accessed or used for any purpose except to exercise its rights or perform its obligations under this Agreement; (iii) not alter or remove from any Confidential Information of Discloser any proprietary legend; and (iv) maintain the Confidential Information of Discloser in strict confidence, which will include taking measures to protect the confidentiality and security of such Confidential Information using a reasonable standard of care, and no less than the standard of care taken to protect its own Confidential Information of similar sensitivity.
   3. Exceptions to Confidentiality. Notwithstanding Section 9(b), Recipient may disclose Discloser’s Confidential Information: (i) only if and to the extent legally compelled or required by a Governmental or Regulatory Authority, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) to give Discloser the opportunity to oppose such disclosure; and (B) cooperate fully with Discloser in protecting against or limiting any such disclosure, including obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of AI Expedite, to potential assignees, acquirers or successors of AI Expedite if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of AI Expedite.
   4. Injunction and other equitable relief. Each of the Parties acknowledge that disclosure of Discloser’s Confidential Information or any other breach of this Section 9 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each Party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 9 and to the specific enforcement of the terms of this Section 9, in addition to any other remedy to which Discloser would be entitled.
   5. Return or Destruction. Upon written request by a Discloser or upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 12(d)) of the other Party in its possession or control within a reasonable amount of time in accordance with Recipient’s data destruction practices. Notwithstanding the foregoing, AI Expedite may retain any electronically archived Customer’s Confidential Information (excluding any Customer Data which is addressed at Section 12(d)), provided that such retained information remains subject to the confidentiality obligations in this Section 9. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 9.
10. Warranty; Disclaimer; Indemnity
    1. Customer Warranty. Customer represents and warrants to, and covenants with AI Expedite that: (i) Customer has obtained and provided, and shall continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and continues to have all necessary authority in and relating to the Customer Property (including Personal Information) for AI Expedite to perform its obligations and exercise its rights under this Agreement in compliance with Applicable Laws, including applicable Privacy Laws, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and shall inform AI Expedite immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon; (ii) Customer and its Permitted Users will comply with all Applicable Laws; (iii) Customer will not permit any Permitted User to access and use the Services from Russia, China, or any country: (A) subject to any embargo by the United States or Canada (collectively, the “Embargoed Countries”); or (B) on the U.S. Department of the Treasury’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”); and (iv) Customer will comply with Section 13(d) (Export Restrictions).
    2. DISCLAIMERS. AI EXPEDITE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE SERVICES (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY AI EXPEDITE TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY LICENSED TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, AI EXPEDITE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, AI EXPEDITE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES (OR ANY PART OF THEM), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER. DOWNLOADING AND VIEWING OF AI EXPEDITE’S PRODUCTS IS DONE AT CUSTOMER’S OWN RISK. ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, USE OF ANY OF AI EXPEDITE’S PROPERTY MAY IN SOME SITUATIONS RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. CUSTOMER SHALL EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR ITS USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT AND CONTENT. DUE TO THE NATURE OF MACHINE LEARNING, OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND AI EXPEDITE’S PRODUCTS OR ANY OTHER OF AI EXPEDITE’S PROPERTY MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER OR A THIRD PARTY. OTHER CUSTOMERS MAY ALSO ASK SIMILAR QUESTIONS AND RECEIVE THE SAME RESPONSE. RESPONSES THAT ARE REQUESTED BY AND GENERATED FOR OTHER USERS ARE NOT CONSIDERED CUSTOMER’S CONTENT. WITHOUT LIMITING THE FOREGOING, CUSTOMER IS RESPONSIBLE FOR IMPLEMENTING SAFEGUARDS TO PROTECT THE SECURITY AND INTEGRITY OF ITS AND PERMITTED USERS’ COMPUTER SYSTEM AND ANY CUSTOMER PROPERTY. AI EXPEDITE DOES NOT GUARANTEE OR WARRANT THAT ANY COMPONENT OF AI EXPEDITE’S PRODUCTS OR ANY OTHER OF AI EXPEDITE’S PROPERTY IS COMPATIBLE WITH CUSTOMER’S COMPUTER SYSTEM OR THAT AI EXPEDITE’S PRODUCTS OR ANY LINKS FROM ANY COMPONENT OF AI EXPEDITE’S PRODUCTS, WILL BE FREE OF DISABLING DEVICES. AI EXPEDITE RESERVES THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR OR TO TAKE ANY ACTION REGARDING DISPUTES BETWEEN CUSTOMER AND ANY OTHER USER AND SHALL HAVE NO LIABILITY FOR CUSTOMER’S (OR ITS PERMITTED USERS’) INTERACTIONS OR ANY DISPUTES WITH OTHER USERS OR FOR ANY USER’S ACTION OR INACTION. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS CONDUCT ON AI EXPEDITE’S PRODUCTS AND ITS (OR ITS PERMITTED USERS’) INTERACTIONS WITH OTHER USERS.
    3. Customer Indemnity. Customer will defend, indemnify and hold harmless AI Expedite, its employees, officers, directors, Affiliates, agents, contractors, successors, and assigns (each, a “AI Expedite Indemnitee”) from and against any and all Losses incurred by a AI Expedite Indemnitee arising out of or relating to any Claim by a third party (other than an Affiliate of a AI Expedite Indemnitee) that arise from or relate to: (i) Customer Property; (ii) Customer’s breach of Section 1(b), Section 6(b), Section 10(a) or Section 13(d); (iii) Customer’s and Permitted Users’ use of AI Expedite’s Products, including Content, products or services Customer develops or offers in connection with AI Expedite’s Products; (iv) Customer’s breach or violation of Applicable Law; or (v) use of AI Expedite’s Products (or any part thereof) by Customer or any Permitted User in combination or integration with any third party software, application or service. Customer will fully cooperate with AI Expedite in the defense of any Claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such Claim without the prior written consent of AI Expedite.
    4. AI Expedite Indemnity. AI Expedite will defend, indemnify and hold harmless Customer, its employees, officers, directors, Affiliates, agents, contractors, successors, and assigns (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any Claims by a third party (other than an Affiliate or a Customer Indemnitee) finally awarded by a court of competent jurisdiction or in settlement approved by AI Expedite in writing, that arise from or relate to any allegation that the authorized access to or use by the Customer or any Permitted User of AI Expedite’s Products as permitted pursuant to this Agreement, infringes, violates or misappropriates any Intellectual Property Rights of such third party in Canada and the United States. The foregoing obligation does not apply to any Claims or Losses arising out of or relating to any: (A) incorporation of any AI Expedite’s Products into, or any combination, operation, or use of any AI Expedite’s Products with, any products or services not provided or authorized by AI Expedite; (B) modification of any AI Expedite’s Products other than by AI Expedite or with AI Expedite’s express written approval; (C) unauthorized use of the AI Expedite’s Products; or (D) Losses covered by the Customer’s indemnity obligations in Section 10 (c). THIS SECTION 10(D) REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF AI Expedite FOR THE INFRINGEMENT, VIOLATION, OR MISAPPROPRIATION OF THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY UNDER THIS AGREEMENT.
    5. IP Remedy. If AI Expedite’s Products are, or in AI Expedite’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s use of any portion of AI Expedite’s Products are enjoined or threatened to be enjoined, AI Expedite may, at its option and sole cost and expense: (i) obtain the right for the Customer to continue to use the affected AI Expedite’s Products materially as contemplated by this Agreement; (ii) Modify or replace AI Expedite’s Products, in whole or in part, to seek to make AI Expedite’s Products (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute AI Expedite’s Products under this Agreement; or (iii) if AI Expedite determines that neither of the foregoing two options are reasonably available, by written notice to Customer, terminate this Agreement, require Customer to immediately cease all use of AI Expedite’s Products or part or feature thereof. THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.
    6. Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to this Section 10. The Party seeking indemnification (the “Indemnitee”) will cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Claim (although the Indemnitor will not settle any Claim without the Indemnitee’s prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 10(f) will not relieve the Indemnitor of its indemnity obligations under this Section 10 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
11. Limitation of Liabilities
    The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
    1. LIMITATION OF LIABILITY. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF AI EXPEDITE, ITS AFFILIATES AND LICENSORS IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO AI EXPEDITE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL AI EXPEDITE’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
    2. EXCLUDED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL AI EXPEDITE, ITS AFFILIATES AND LICENSORS BE LIABLE TO CUSTOMER, ANY PERMITTED USER OR ANY PERSON FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
12. Term and Termination
    1. Term and Service Term. The term of this Agreement commences on the Effective Date and continues until the stated term in all Order Forms have expired or have otherwise been terminated (the “Term”). Subscription to AI Expedite’s Products commence on the subscription start date and are for the Service Term as set forth in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions to AI Expedite’s Products and Service Term will automatically renew for additional terms equal to the expiring Service Term, unless or until either Party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Service Term.
    2. Termination for Convenience. Customer may terminate this Agreement at any time for any reason by discontinuing the use of AI Expedite’s Products. AI Expedite may terminate this Agreement for any reason by providing Customer prior advance notice. Provided that upon any termination by a Party pursuant to this Section 12(b), if Customer has not already paid all applicable Fees for the AI Expedite’s Products provided up to the effective date of termination, then any such Fees that are outstanding will become immediately due and payable for the remainder of the then current Service Term and Customer is not entitled to any refund of prepaid Fees and AI Expedite will not return of any unused tokens or unused credits for any period after the Termination Effective Date. Without limiting the foregoing, upon any termination by AI Expedite pursuant to this Section 12(b), AI Expedite will refund to Customer any pre-paid and unused Fees.
    3. Termination for Cause. Either Party may, in addition to other relief, terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Notwithstanding the foregoing, AI Expedite may terminate this Agreement immediately upon notice to Customer: (A) if Customer breaches Sections 1(b) or Section 13(d) or as otherwise permitted in this Agreement; (B) if there are changes in relationships with Third-Party Services providers outside of AI Expedite’s control; (C) to comply with Applicable Law or Governmental or Regulatory Authority requests; or (D)as otherwise permitted in this Agreement (including as provided in Section 8(e).
    4. Effect of Termination. Upon the effective date of the expiration or termination of this Agreement, including any Order Form for Transition Services (the “Termination Effective Date”): (i) Customer will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using AI Expedite’s Products and Services; (ii) Customer will return any AI Expedite Property in its possession and certify in writing to AI Expedite that the AI Expedite Property has been returned; (iii) no new Order Forms may be agreed to or entered into by the Parties and all Order Forms will terminate; (iv) all Fees due and payable and any amounts due to AI Expedite are immediately due and are to be immediately paid by Customer to AI Expedite. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund or return of any tokens or credits; and (iv) AI Expedite will delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by AI Expedite to provide the AI Expedite’s Products and Services. Notwithstanding anything to the contrary in this Agreement, AI Expedite may retain Customer Data to the extent and so long as required by Applicable Laws and AI Expedite may retain Customer Data in its backups, archives and disaster recovery systems until such Customer Data is deleted in the ordinary course, provided that all such Customer Data will remain subject to all confidentiality requirements of this Agreement; and (B) AI Expedite will perform additional transition services (“Transition Services”), provided that such Transition Services are mutually agreed upon in a statement of work attached to an Order Form that is executed by the Parties.
    5. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 2 (Ownership; Reservation of Rights), Section 4 (Privacy), Section 8 (Fees and Payment), Section 9 (Confidential Information), Section 10 (Warranty; Disclaimer; Indemnity), Section 11 (Limitation of Liabilities), Section 12(e) (Survival), and Section 13 (General Provisions).
13. General Provisions
    1. Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. (i) Legal notices must be sent to AI Expedite, to the following address: Osler, Hoskin & Harcourt LLP c/o AI Expedite Inc. 100 King Street West 1 First Canadian Place Suite 6200, P.O. Box 50 Toronto ON M5X 1B8, Canada and Customer will ensure that all notices related to AI Expedite’s Products are sent to AI Expedite on our Website; and (ii) notices to Customer will be sent to Customer, to the current postal or email address that AI Expedite has on file with respect to Customer. AI Expedite may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with AI Expedite current at all times during the Term.
    2. Assignment. Neither Party may assign this Agreement to any third party without the prior written consent of the other Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement, in whole but not in part, without the other Party’s consent, to an or in connection with any merger, acquisition, amalgamation, consolidation, sale of all or substantially all of such assigning Party’s assets, or any other similar transaction, provided that in the case of in the case of an assignment by Customer, the assignee is not an entity that may be reasonably construed as offering competitive functionality or services to those offered by AI Expedite and in addition AI Expedite may assign this Agreement to its Affiliates. This Agreement shall inure to the benefit of, be binding upon, and be enforceable against, each of the Parties hereto and their respective permitted successors and assigns.
    3. Governing Law and Attornment. This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing, AI Expedite may: (i) seek remedies to collect unpaid Fees from Customer; and (ii) seek remedies with respect to a violation of AI Expedite’s Intellectual Property Rights or Section 9 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
    4. Export Restrictions. Customer will comply with all export laws and regulations under Applicable Laws that may apply to its access to or use of the Services. AI Expedite makes no representation or warranty that the Services may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.
    5. Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of a Party in this Agreement, mean the right of such Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.
    6. Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in law preventing or limiting the provision of the Services (“Force Majeure”). This Section does not apply to any of Customer’s obligations under Sections 8, 9, or 10. In the event of any failure or delay caused by a Force Majeure event, the affected Party will give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure event.
    7. Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
    8. Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
    9. Further Assurances. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
    10. Independent Contractors. AI Expedite’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
    11. Entire Agreement. This Agreement (including all Order Forms), constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Services; and (ii) do not override or form a part of this Agreement (including any Order Form).
    12. Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. Notwithstanding the preceding sentence, AI Expedite may unilaterally amend this agreement, in whole or in part (each, an “Amendment”), by giving Customer prior notice of such Amendment or posting notice of such Amendment on the Website. Unless otherwise indicated by AI Expedite, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to Customer or is posted on the Website (whichever is the earlier).
    13. Publicity. Notwithstanding any other term of this Agreement, AI Expedite may refer to Customer as a customer of AI Expedite in announcements, press or marketing releases, publications, presentations, case studies and other public statements and on AI Expedite’s website and other online channels (collectively, “Publicity”), without notice to or prior written consent of Customer. AI Expedite may use Customer’s name, logo and trademark in conjunction with any Publicity and disclose the existence of this Agreement and any testimonials received from Customer in any such Publicity. Customer grants AI Expedite a limited, perpetual, fully paid-up, irrevocable, non-exclusive, non-transferable, and non-sublicensable license to use its logo and trademarks in connection with any Publicity.
    14. Order of Precedence. To the extent of a conflict between this Terms of Service and any Order Forms: (i) in respect of Section 2 (Ownership; Reservation of Rights), Section 8 (Fees and Payment), Section 9 (Confidential Information), Section 10 (Warranty; Disclaimer; Indemnity), Section 11 (Limitation of Liabilities), Section 12(e) (Survival) and Section 13 (General Provisions, including this Section (l)), this Terms of Service will prevail; and (ii) for all other Sections, unless the Order Form expressly states that it modifies or varies this Terms of Service, this Terms of Service will prevail.
    15. Third Party Beneficiaries. Nothing contained in this Agreement, expressed or implied, is intended to confer on any person other than the Parties hereto (other than AI Expedite’s licensors and the indemnified parties identified in Section 10 or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities pursuant to, or by reason of, this Agreement.
    16. English Language. The Parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the Parties further to negotiation, and were not imposed by either Party, even when drawn up by one of the Parties. The Parties further confirm that it is the express wish of all Parties that this Agreement, all documents related to this Agreement and all communications between the parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n’ont pas été imposées par l’une ou l’autre des parties, même lorsque rédigées par l’une des parties. Les parties confirment également que c’est la volonté expresse des parties que la présente entente, tout document s’y rattachant et toute communication entre les parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.
14. Definitions
    Unless the context requires otherwise, capitalized terms used in this Agreement have the meaning ascribed to them in this Section 14:
    1. "Account Information” means information about Customer that Customer provides to AI Expedite in connection with the creation or administration of Customer User Account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with Customer User Account, Services or Customer’s subscription to the AI Expedite’ Products. ",
    2. “Affiliate” means, with respect to a Party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.
    3. “Aggregated Data” has the meaning in Section 2(a).
    4. “Agreement” has the meaning in the preamble.
    5. “AI Expedite” has the meaning in the preamble.
    6. “AI Expedite’s APIs” means AI Expedite’s proprietary application program interface and any related Documentation all of which are designed to facilitate Customer’s access to and use of AI Expedite’s Models.
    7. “AI Expedite Downloadable Software” means a software component installed on Customer Systems in order to access the AI Expedite SaaS Services, and any updates provided as part of the AI Expedite SaaS Services.
    8. “AI Expedite Indemnitee” has the meaning in Section 10(c).
    9. “AI Expedite Materials” means the AI Expedite information or data (including third-party data) that AI Expedite may provide to Customer pursuant to this Agreement, including the Documentation. The Term “AI Expedite Materials” does not include Customer Data [or Outputs.]
    10. “AI Expedite’s Models” means AI Expedite’s or its licensor’s proprietary predictive models to control non-player characters (NPCs) or create human behavioral models.
    11. “AI Expedite’s Products” means: (i) the services through which AI Expedite hosts and makes available the AI Expedite SaaS Services as described in an Order Form; (ii) AI Expedite’s APIs; (iii) AI Expedite Materials; (iv) and AI Expedite’s other software, tools, developer services, data, and websites; and (v) any component or Modification of the foregoing. The term “AI Expedite’s Products” does not include Third-Party Services, Customer Property or Professional Services.
    12. “AI Expedite SaaS Services” means the services through: (i) which AI Expedite hosts and makes available the AI Expedite Software as described in an Order Form; and (ii) any component or Modification of the services referred to in (i). The term “AI Expedite SaaS Services” does not include Professional Services.
    13. “AI Expedite Software” means all software used by AI Expedite to provide the AI Expedite SaaS Services, and any updates provided as part of the AI Expedite SaaS Services.
    14. “AI Expedite’s Property” has the meaning in Section 2(b)
    15. “Amendment” has the meaning in Section 13(l).
    16. “Anti-Spam Laws” means An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commissions Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) and other Applicable Laws that regulate the same or similar subject matter.
    17. “Applicable Laws” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.
    18. “API Key” has the meaning in Section 3(a)(i).
    19. “Artificial Intelligence” or “AI” means a constellation of many different technologies working together to enable machines to sense, comprehend, act, and learn with human-like levels of intelligence. AI can be used to augment and amplify human potential or perform automatable tasks on behalf of people.
    20. “Beta Services” means AI Expedite services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
    21. “Claim
    22. “Confidential Information” has the meaning in Section 9.
    23. “Content” has the meaning in Section 2(a).
    24. “Customer” has the meaning in the preamble.
    25. “Customer Application” means any Customer’s application that interfaces with AI Expedite’s APIs.
    26. “Customer Data” means any data (other than Aggregated Data), information, content, records, and files, including Personal Information, that Customer (or any of its Permitted Users) loads, makes available to and is accessed by, transmits to or enters into AI Expedite’s Products, including Input.
    27. “Customer Indemnitee” has the meaning in Section 10(d).
    28. “Customer Property” means Content, Customer Applications, Customer Systems and Customer Data. The term “Customer Property” does not include any of AI Expedite’s Property including any of AI Expedite’s Models.
    29. “Customer Systems” has the meaning set out in Section 1(g).
    30. “Customer User Account” has the meaning in Section 6(a).
    31. “Discloser” has the meaning in Section 9.
    32. “Deliverables” means the work product, data, milestones, and customizations, deliverables or other items developed, generated, created or otherwise delivered by AI Expedite or any of its personnel, either alone or in collaboration with others, in connection with Professional Services under any applicable Order Form.
    33. “Documentation” means AI Expedite’s user guides and other end user documentation for the applicable Services available on the online help feature of AI Expedite’s Products, as may be updated by AI Expedite from time to time.
    34. "Effective Date” has the meaning in the preamble.
    35. “Embargoed Countries” has the meaning in Section 10(a).
    36. “Feedback” has the meaning in Section 2(d).
    37. “Fees” has the meaning in Section 8(a).
    38. “Force Majeure” has the meaning in Section 13(g).
    39. “Free Trial” has the meaning in Section 1(f).
    40. “Generative Artificial Intelligence” or “GenAI” means a type of AI containing different technologies, deep learning, large language model, AI trained on large quantities of data to generate new high-quality data, content, outputs, or artifacts, including any APIs.
    41. “Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation, or court or other law, rule or regulation-making entity having or purporting to have jurisdiction over AI Expedite, Customer, or any other person, property, transaction, activity, event or other matter related to this Agreement, including subdivisions of, political subdivisions of and other entities created by such entities.
    42. “High Risk Activities” means activities that have a: (i) high risk of physical harm or death, serious personal injury, or severe environmental or property damage; (ii) high risk of economic harm; or (iii) high risk government decision making.
    43. “Indemnitee” has the meaning in Section 10(f).
    44. “Indemnitor” has the meaning in Section 10(f).
    45. “Input” has the meaning in Section 2(a).
    46. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
    47. “Losses” means any and all damages, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments), costs, and expenses (including interest, court costs, reasonable fees and expenses of lawyers, accountants, and other experts and professionals, or other reasonable fees and expenses of litigation or other proceedings or of any Claim, default, or assessment).
    48. “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
    49. “Order Form” any AI Expedite-provided ordering document, online registration, order description or order confirmation referencing this Agreement.
    50. “Output” has the meaning in Section 2(a) and may include text, images, video, narrative (audio), software code (including AI models), synthetic data, designs, schematics, simulations, and any other information.
    51. “Party” has the meaning in the preamble.
    52. “Permitted User” means those Customer’s employees and independent contractors under staff augmentation arrangements with Customer, authorized by Customer on Customer’s behalf to access and use AI Expedite’s Products.
    53. “Personal Information” means information of an identifiable individual transferred by Customer, or its permitted agents, to AI Expedite hereunder.
    54. “Privacy Laws” applicable Canadian federal and provincial privacy legislation, which may include, as applicable, Canada’s Personal Information Protection and Electronic Documents Act, SC 2000, c.5, British Columbia’s Personal Information Protection Act, SBC 2003, c 63, Alberta’s Personal Information Protection Act, SA 2003, c P-6.5 and includes Anti-Spam Laws.
    55. “Processing”, “Processed” or “Process” means any operation or set of operations that is performed on Personal Information or on sets of Personal Information, whether or not by automated means, such as but not limited to collection, use, modification, retrieval, disclosure, retention, storage, deletion, and/or management.
    56. “Professional Services” means the consulting, training and other professional services described in an Order Form. The term “Professional Services” does not include AI Expedite’s Products.
    57. “Publicity” has the meaning in Section 13(m).
    58. “Reports” means any reports made available via the AI Expedite’s Products.
    59. “Recipient” has the meaning in Section 9.
    60. “Restricted Party Lists” has the meaning in Section 10(a).
    61. “Security Incident” has he meaning in Section 4.
    62. “Services” means the AI Expedite SaaS Services, Support Services and the Professional Services, collectively, and any part of them.
    63. “Service Term” means the term of each subscription to AI Expedite’s Products as specified in the applicable Order Form.
    64. “Support Services” has the meaning in Section 7.
    65. “Term” has the meaning in Section 12(a).
    66. “Termination Effective Date
    67. “Termination Services” has the meaning in Section 12(d).
    68. “Third-Party Services” has the meaning in Section 1(e).
    69. “Website” means any websites used by AI Expedite to provide the AI Expedite SaaS Services, including the website(s) located at aiexpedite.com.