1. License Grant

1.1. License

Subject to the terms and conditions of this Agreement, including User’s compliance with all applicable laws and regulations, Company hereby grants User a limited, non-exclusive, nontransferable, non-sublicensable license to access and use the Company’s artificial intelligence software platform commercially known as Clara, including any updates, upgrades, modifications, enhancements, or new versions thereof (collectively, the “Platform”), solely for User’s lawful purposes during the term of this Agreement.

1.2. Restrictions

User shall not, and shall not permit any third party to:

• (a) modify, adapt, alter, translate, or create derivative works of the Platform;
• (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Platform (except to the extent such restrictions are prohibited by applicable law);
• (c) use the Platform for any unlawful or unauthorized purpose, including to process or store any content that is illegal, infringing, defamatory, or otherwise harmful;
• (d) use the Platform in connection with any personal health information or any other information subject to heightened data security restrictions;
• (e) copy, reproduce, distribute, republish, download, display, post, or transmit the Platform in any form or by any means, except as expressly permitted herein;
• (f) remove, alter, or obscure any proprietary notices (including copyright, trademark, and patent notices) from the Platform;
• (g) access the Platform to build a competitive product or service, or copy any features, functions, or graphics of the Platform;
• (h) use the Platform to send automated queries to any website or to send any unsolicited commercial email;
• (i) use the Platform to harvest or collect personally identifiable information;
• (j) impersonate any person or entity or otherwise misrepresent User’s affiliation with a person or entity when using the Platform; or
• (k) attempt to gain unauthorized access to the Platform or its related systems or networks.

2. Intellectual Property

2.1. Ownership

The Platform and all intellectual property rights therein, including but not limited to all copyrights, patents, trademarks, trade secrets, know-how, and other proprietary rights, are and shall remain the sole and exclusive property of Company and its licensors. User acknowledges that it is obtaining only a limited license right to use the Platform pursuant to the terms of this Agreement and that no ownership rights or other interests in or to the Platform are being conveyed to User under this Agreement, whether by implication, estoppel, or otherwise.

2.2. User Content

Any data, information, materials, or other content that User uploads, submits, stores, sends, or receives through the Platform (“User Content”) shall remain the property of User or its licensors. User hereby grants Company, its affiliates, and their authorized users a worldwide, non-exclusive, royalty-free, fully-paid, transferable, sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display the User Content solely for the purpose of (a) providing and improving the Platform; (b) developing and enhancing the Platform’s artificial intelligence capabilities; (c) internal research and development; and (d) as otherwise permitted by this Agreement or expressly authorized by User.

2.3. Feedback

If User provides Company with any suggestions, comments, or other feedback regarding the Platform (“Feedback”), User hereby assigns to Company all right, title, and interest in and to such Feedback. Company shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback as it sees fit, without obligation or restriction of any kind.

2.4. Reservation of Rights

All rights not expressly granted to User in this Agreement are reserved by Company and its licensors. No implied licenses or rights are granted to User under this Agreement.

3. Warranties and Disclaimers

3.1. Disclaimer

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL MEET USER’S REQUIREMENTS, THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. USER ACKNOWLEDGES THAT THE PLATFORM MAY CONTAIN ERRORS, BUGS, OR OTHER LIMITATIONS AND USER ASSUMES THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, PERFORMANCE, AND SUITABILITY OF THE PLATFORM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY.

3.2. Artificial Intelligence Limitations

User acknowledges and agrees that the Platform utilizes artificial intelligence technologies that are inherently probabilistic and may not always produce accurate, complete, or appropriate outputs. The Platform may generate content that is incorrect, offensive, incomplete, or otherwise unsuitable for User’s intended purpose. User is solely responsible for evaluating and verifying any output generated by the Platform before relying on or using such output. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES RELATED TO THE ACCURACY, RELIABILITY, APPROPRIATENESS, OR COMPLETENESS OF ANY OUTPUT GENERATED BY THE PLATFORM.

4. Limitation of Liability

4.1. Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USER’S USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

4.2. Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL CUMULATIVE LIABILITY TO USER FOR ANY AND ALL CLAIMS, ACTIONS, AND DEMANDS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED $10,000.

4.3. Essential Purpose

The limitations of liability set forth in this Section 4 are fundamental elements of the basis of the bargain between Company and User. The Platform would not be provided without such limitations, and User agrees that the limitations and exclusions of liability, disclaimers, and exclusive remedies specified herein will survive even if found to have failed of their essential purpose.

5. Indemnification

5.1. By Company

Company shall defend, indemnify, and hold User harmless from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim that the Platform, when used in accordance with this Agreement, infringes any United States patent, copyright, or trade secret. Company shall have no obligation under this Section 5.1 to the extent any infringement claim arises from: (a) User’s use of the Platform in violation of this Agreement; (b) User’s combination of the Platform with any product, service, or technology not provided by Company; (c) modifications to the Platform not made or authorized by Company; or (d) any User Content. If the Platform becomes, or in Company’s opinion is likely to become, the subject of an infringement claim, Company may, at its sole option and expense: (i) procure for User the right to continue using the Platform; (ii) modify the Platform to make it non-infringing; (iii) replace the Platform with a functionally equivalent, non-infringing substitute; or (iv) terminate this Agreement. This Section 5.1 states Company’s entire liability and User’s exclusive remedy for infringement claims.

5.2. By User

User shall defend, indemnify, and hold Company and its affiliates, directors, employees, agents, and licensors harmless from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) User’s use of the Platform in violation of this Agreement or any applicable laws or regulations; (b) any User Content, including any claim that User Content infringes, misappropriates, or violates any third-party rights; (c) User’s violation of any third-party rights, including privacy rights or intellectual property rights; or (d) User’s fraud, negligence, or willful misconduct.

5.3. Indemnification Procedure

The indemnifying party’s obligations under this Section 5 are conditioned upon the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) granting the indemnifying party sole control over the defense and settlement of the claim (provided that the indemnifying party shall not settle any claim in a manner that adversely affects the indemnified party’s rights without the indemnified party’s prior written consent); and (c) providing reasonable cooperation to the indemnifying party at the indemnifying party’s expense.

6. Term and Termination

6.1. Term

This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section 6.

6.2. Termination

This Agreement may be terminated as follows:

• (a) By either party for the other party’s material breach of this Agreement that remains uncured for thirty (30) days after written notice of such breach (email acceptable);

• (b) By either party for convenience upon thirty (30) days’ prior written notice (email acceptable) to the other party;

• (c) By Company immediately if User violates Sections 1.2 (Restrictions) or 2 (Intellectual Property); or

• (d) By Company immediately if User becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors, or similar proceeding.

6.3. Effects of Termination

Upon the expiration or termination of this Agreement for any reason:

• (a) All licenses granted to User under this Agreement shall immediately terminate;

• (b) User shall immediately cease all use of the Platform;

• (c) Each party shall return or destroy all Confidential Information of the other party in its possession or control, except as otherwise provided in this Agreement; and

• (d) The following provisions shall survive: Sections 2 (Intellectual Property), 3.1 (Disclaimer), 3.2 (Artificial Intelligence Limitations), 4 (Limitation of Liability), 5 (Indemnification), 6.3 (Effects of Termination), 7 (Confidentiality), 8 (Colorado-Specific Provisions), 9 (Governing Law and Venue), and 10 (General Provisions).

7. Confidentiality

7.1. Definition

“Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, financial information, technical information, customer data, product plans, and pricing strategies. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

7.2. Protection

The Receiving Party shall: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) not disclose Confidential Information of the Disclosing Party to any third party without the Disclosing Party’s prior written consent, except as expressly permitted in this Agreement.

7.3. Compelled Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall: (a) provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted); (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure; and (c) disclose only that portion of Confidential Information that is legally required to be disclosed.

7.4. Remedies

The Receiving Party acknowledges that unauthorized disclosure of the Disclosing Party’s Confidential Information could cause substantial harm to the Disclosing Party for which damages alone might not be a sufficient remedy. Accordingly, the Disclosing Party shall have the right to seek immediate injunctive relief to stop any breach or threatened breach of this Section 7, in addition to any other rights and remedies available to it.

8. Colorado-Specific Provisions

8.1. Disclosure

In accordance with Colorado law, Company hereby discloses in a clear and conspicuous manner all material terms and conditions of this Agreement, including any limitations on User’s remedies or Company’s liability. User acknowledges that it has read and understood all such terms and conditions prior to accepting this Agreement.

8.2. Termination Rights

As provided above, User shall have the right to terminate this Agreement for any reason upon thirty (30) days’ prior written notice to Company (email acceptable).

8.3. Limitation of Remedies

Notwithstanding the provisions in Section 4, Company’s liability for any breach of this Agreement shall be limited to $10,000.

8.4. Data Privacy

Company shall comply with all applicable Colorado data privacy and other applicable laws in connection with its collection, use, storage, and disclosure of User’s personal information. Company’s privacy practices are further described in its Privacy Policy, which is incorporated by reference into this Agreement.

9. Governing Law and Venue

9.1. Governing Law; Jurisdiction and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado, in each case located in the City of Denver and County of Denver, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

9.2. Alternative Dispute Resolution

Before filing any legal action or proceeding relating to this Agreement, the parties shall attempt in good faith to resolve any dispute through negotiation. If the dispute is not resolved through such negotiations within thirty (30) days after the dispute arises, either party may initiate mediation under the then-current Commercial Mediation Rules of the American Arbitration Association. If the dispute is not resolved through mediation within sixty (60) days after the commencement of mediation, either party may proceed with litigation in accordance with Section 9.1.

10. General Provisions

10.1. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable, or if such modification is not possible, then such provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

10.2. Waiver

The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.

10.3. Entire Agreement

This Agreement, together with any order forms, exhibits, or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

10.4. Assignment

User may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without Company’s prior written consent. Any attempt to assign or transfer this Agreement without such consent shall be null and void. Company may assign or transfer this Agreement, in whole or in part, without User’s consent to: (a) an affiliate; (b) a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; or (c) a third party that assumes Company’s rights and obligations under this Agreement. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

10.5. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, war, civil unrest, labor disputes, or governmental actions.

10.6. Relationship of the Parties

The parties are independent contractors.

10.7. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon: (a) personal delivery; (b) the second business day after mailing by certified or registered mail, postage prepaid; or (c) the first business day after sending by email with confirmation of receipt. Notices to Company shall be sent to the address set forth in the preamble or to such other address as Company may specify in writing. Notices to User shall be sent to the address or email provided by User or to such other address as User may specify in writing.

10.8. Survival

Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement shall survive termination or expiration and continue in full force and effect.