AMIGO MASTER SUBSCRIPTION AGREEMENT

1.1 "Affiliate"

means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests of the entity.

1.2 "Amigo Platform" (or "Platform")

means Amigo's AI-powered software platform, including all related applications, APIs, software tools, websites, and documentation, through which the Services are provided.

1.3 "Content"

means all documents, data, text, audio/visual materials, training materials, knowledge bases, and other information or materials that Customer provides to Amigo or uploads to the Platform for use with the Services.

1.4 "AI Agent"

means the AI model, agent, or digital representation created or configured by Amigo using Customer's Content, which is designed to perform services or interactions emulating Customer's expertise or processes.

1.5 "Services"

means the hosted services, software access, and related support or professional services provided by Amigo under this Agreement, as specified in an Order Form. Services include access to the Amigo Platform (and the AI Agent hosted on it for Customer's use) but exclude any third-party products or services not provided by Amigo.

1.6 "Order Form"

means any ordering document (including an online signup page) that references this Agreement and is executed or accepted by Customer (either in writing or electronically) when subscribing to the Services. Each Order Form sets forth, among other details, the Services ordered, applicable usage limits (e.g. number of Users or AI Agents), Fees, and the relevant subscription term.

1.7 "User"

means any individual authorized by Customer to access or use the Services under Customer's account, including Customer's employees, contractors, or end customers who interact with Customer's AI Agent.

1.8 "Customer Data"

means all Content and any other data or information (including text, messages, or files) that Customer or its Users provide, submit, or upload to the Services, as well as any output generated by the Services specifically for Customer (including interactions and conversational logs with the AI Agent). Customer Data does not include Amigo's internally generated operational metrics or any anonymized data as described in Section 5.3.

1.9 "Feedback"

means any suggestions, ideas, feature requests, enhancements, recommendations or other feedback provided by Customer or its Users to Amigo regarding the Services or the Amigo Platform.

2.1 Definition of Confidential Information.

"Confidential Information" means any non-public or proprietary information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed in writing, verbally, or by other means, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the context of disclosure. Without limiting the foregoing: (a) Customer's Confidential Information includes Customer Data and Customer's non-public business information; and (b) Amigo's Confidential Information includes the Services, the Amigo Platform (including software and algorithms), pricing information, product roadmaps, and any non-public documentation or materials provided to Customer. The terms and conditions of this Agreement and all Order Forms are also deemed Confidential Information of both parties. However, Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was already known to the Receiving Party, free of any confidentiality obligation, before disclosure by the Disclosing Party; (iii) is lawfully received from a third party free of any confidentiality obligation and without breach of this Agreement; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

2.2 Protection of Confidential Information.

The Receiving Party shall use the Disclosing Party's Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement, and shall not disclose such Confidential Information to any third party except to those affiliates, employees, contractors, or advisors of the Receiving Party who need to know it for such purpose and are legally bound to keep it confidential under terms at least as protective as those in this Section 2. The Receiving Party shall protect the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Each party shall be responsible for any breach of confidentiality by its representatives.

2.3 Compelled Disclosure.

If the Receiving Party is required by law, regulation, or court order to disclose any of the Disclosing Party's Confidential Information, the Receiving Party will (to the extent legally permitted) give the Disclosing Party prompt written notice of the requirement so that the Disclosing Party may seek, at its expense, a protective order or other remedy. The Receiving Party will reasonably cooperate with such efforts by the Disclosing Party. If disclosure is ultimately required, the Receiving Party will furnish only that portion of Confidential Information that is legally required and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the disclosed information.

2.4 Return or Destruction.

Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party will promptly return or destroy (at the Disclosing Party's election) all Confidential Information of the Disclosing Party in its possession or control, and certify in writing that it has done so. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information that are stored in routine backup media or that must be retained to comply with applicable law or regulation, provided that such retained information remains subject to the confidentiality obligations of this Agreement for as long as it is retained.

2.5 Confidentiality Period.

The obligations in this Section 2 shall commence on the Effective Date and continue for the term of this Agreement and for a period of five (5) years thereafter; provided that each party's obligations to protect trade secrets of the other party, as well as Customer Data, shall continue indefinitely (or for as long as permitted by applicable law).

2.6 Data Security.

Amigo is committed to maintaining the security of the Services and Customer Data. Amigo will implement and maintain appropriate administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, disclosure, or alteration. Such measures will be no less protective than those generally used in the industry for similar services, and will include (without limitation) access controls, encryption of data in transit and at rest (using industry-standard encryption protocols), network security measures, and regular security assessments. Amigo is SOC 2 Type II certified and undergoes periodic third-party audits or penetration tests of its systems. The Amigo Platform is designed as a multi-tenant service with logical separation of customer data; Customer Data is logically isolated from that of other customers. In the event Amigo becomes aware of any unauthorized access to or acquisition of Customer Data stored on Amigo's systems (a "Security Incident"), Amigo will promptly notify Customer and will provide information concerning the Security Incident as required by law. Amigo will take appropriate actions to contain, investigate, and mitigate any Security Incident, and (if the Security Incident is caused by a vulnerability in the Services) to prevent its recurrence.

2.7 Privacy Compliance.

Each party agrees to comply with applicable data protection laws and regulations in connection with its collection, use, and processing of any personal data under this Agreement. Amigo will process personal data included in Customer Data only for the purposes of providing the Services and in accordance with the lawful instructions of Customer as set out in this Agreement. To the extent Customer Data includes personal data that is subject to the EU General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), or other privacy laws, Amigo offers a Data Processing Addendum ("DPA") that addresses the roles and obligations of each party for such personal data. Upon Customer's request, the parties shall enter into a DPA to ensure compliance with such laws. Customer represents and warrants that it has obtained all necessary consents and provided all necessary notices for Amigo to process any personal data that Customer or its Users submit to the Services. Amigo will reasonably assist Customer, at Customer's request and to the extent applicable to the Services, in fulfilling Customer's obligations under data protection laws (such as assisting with data subject access requests or deletion requests) taking into account the nature of the processing and the information available to Amigo.

2.8 Use of Customer Data.

As between the parties, Customer retains all ownership and intellectual property rights in and to Customer Data. Customer grants to Amigo a non-exclusive, worldwide, royalty-free license to use, copy, host, store, transmit, and process Customer Data solely for the purposes of providing and supporting the Services for Customer, and to otherwise fulfill Amigo's obligations under this Agreement. Amigo will not use Customer Data for any purpose outside the scope of this Agreement without Customer's consent. In particular, Amigo will not use Customer Data to train or finetune any generalized artificial intelligence models or services that are made available to other customers, and Amigo will not sell, rent, or lease Customer Data to any third party. Notwithstanding the foregoing, Amigo may compile and use aggregated or de-identified data derived from Customer's use of the Services (for example, usage volumes, performance metrics, or common errors) so long as such aggregated or de-identified data does not contain any information that could reasonably identify Customer, any User, or any individual and cannot be reidentified. Such aggregated/anonymous data will be used only for Amigo's legitimate business purposes, such as to analyze and improve the performance of the Services, to develop new features, or to publish industry trends. Any personal data within Customer Data will be handled in accordance with Section 2.7 and the DPA (if applicable).

2.9 Customer Security Obligations.

Customer is responsible for maintaining the security of its own systems, networks, and devices used to access the Services. Customer shall keep confidential and not share with any unauthorized person any account credentials, passwords, or access tokens provided by Amigo for the Services. Customer will use reasonable efforts to prevent any unauthorized access to or use of the Services under its account. Customer is solely responsible for any actions taken using its accounts and credentials, and Amigo will not be liable for any loss or damage arising from unauthorized use of Customer's credentials (except to the extent caused by Amigo's breach of its security obligations). Customer shall promptly notify Amigo if it becomes aware of any unauthorized access to its account or any other suspected security breach involving the Services. Additionally, Customer is responsible for properly configuring the Services (including setting appropriate access controls and permissions for Users and end-customers) and for using the Services in a manner that is secure and appropriate for the nature of Customer Data being processed.

2.10 Specific Compliance Matters.

The Amigo Platform and Services are not designed to guarantee compliance with specific industry regulations unless expressly stated. In particular, unless an Order Form specifies otherwise, Amigo does not represent that the Services are compliant with a specific security framework unless explicitly stated. Customer must not use the Services to store or process any Protected Health Information (as defined under HIPAA) unless and until both parties have executed a separate Business Associate Agreement (BAA) and any required security configurations are in place. Customer agrees to notify Amigo in advance if it intends to use the Services in connection with any regulated data (such as health information, payment card data, or other information subject to specialized security or privacy laws) so that appropriate measures or agreements (e.g., a BAA) can be established. Amigo shall not be responsible for any liability that may arise from Customer's use of the Services in violation of this provision.

3.1 Ownership of Amigo Technology.

Except for the limited licenses expressly set forth in the Agreement, Amigo retains all rights, title and interest in and to (i) the Amigo Services and Platform including all software, algorithms, models, databases, user interfaces, documentation, and any enhancements or improvements thereof, all intellectual property rights therein, and any and all related and underlying technology and documentation (including but not limited to products, software tools, algorithms, know-how, processes, methodologies, databases, and architecture) created by or for, or licensed to Amigo; and (ii) any updates, upgrades, improvements, modifications, or derivative works of any of the foregoing ((i) and (ii) collectively the "Amigo Technology"), including all Intellectual Property Rights in any of the foregoing. You will not delete or alter the copyright, trademark, or other proprietary rights notices or markings appearing within the Amigo Technology as delivered to you. You agree that the Amigo Technology is provided on a non-exclusive basis and not sold, and that no transfer of ownership of Intellectual Property Rights will occur. You further acknowledge and agree that portions of the Amigo Technology, including but not limited to the source code and the specific design and structure, constitute or contain trade secrets and other Intellectual Property Rights of Amigo and its licensors.

In addition, Customer acknowledges that the Amigo Platform and Services, and all software and technology used by Amigo to provide the Services, are protected by intellectual property laws and are the proprietary property of Amigo and/or its licensors. No rights are granted to Customer under this Agreement except as expressly set forth herein.

3.2 Ownership of Customer Property.

As between the parties, Customer retains all right, title, and interest in and to the Customer Data and Content provided by Customer, and to the AI Agent created from Customer's Content for Customer's use. Amigo does not claim any ownership rights in Customer's Content or Customer's AI Agent. Any models or outputs that are specifically generated from Customer's Content and configured for Customer's use are considered part of Customer's Content for purposes of ownership (subject to Amigo's underlying rights in the software and AI algorithms that produce such output).

3.3 License to Amigo (Customer Data).

Customer grants Amigo and its subcontractors a limited, worldwide, royalty-free license to host, use, process, transmit, and display Customer Data as necessary to provide the Services to Customer and to fulfill Amigo's obligations under this Agreement. This license includes the right for Amigo to use Customer's Content to configure, train, and operate Customer's AI Agent, and to store and retrieve Customer Data in response to Customer's and Users' requests. Amigo may also use Customer Data to troubleshoot issues, ensure compliance with this Agreement, and improve the performance and security of the Services for Customer. The rights granted in this Section 3.3 will continue for as long as Amigo retains Customer Data in accordance with this Agreement.

3.4 License to Customer (Amigo Materials).

Amigo grants to Customer a limited, non-exclusive, non-transferable (except pursuant to an approved assignment under Section 12.6) license during the Term to use any software, libraries, development kits, or documentation provided by Amigo to Customer as part of the Services, but solely for Customer's internal use in connection with the Services and in accordance with this Agreement. All such materials are licensed, not sold, to Customer. If Amigo provides any downloadable software components for use with the Services (for example, an SDK or on-premise connector), Customer may use those components only as needed to facilitate Customer's authorized use of the Services and subject to any additional license terms that accompany those components.

3.5 Feedback.

Customer may provide Feedback to Amigo on the operation or features of the Services. While Customer is not required to provide Feedback, any Feedback provided is appreciated. Customer agrees that Amigo shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit any Feedback provided by Customer or its Users as it sees fit, entirely without obligation or restriction of any kind. To the extent that Customer has any intellectual property rights in the Feedback, Customer hereby grants Amigo a perpetual, irrevocable, worldwide, sublicensable, transferable, royalty-free license to use and incorporate the Feedback into Amigo's products and services. Feedback will not be deemed Customer's Confidential Information, and Amigo may use it without any confidentiality obligation.

3.6 Reservation of Rights.

Except for the limited rights expressly granted in this Agreement, each party reserves all rights, title, and interest it may have in any intellectual property and Confidential Information that it discloses or makes available under this Agreement. No rights or licenses are granted by either party under any intellectual property rights (whether by implication, estoppel, exhaustion or otherwise) except as expressly set forth in this Agreement.

4.1 Provision of Services.

Subject to the terms of this Agreement and the applicable Order Form, Amigo will make the Services available to Customer during the Subscription Term. Amigo will use commercially reasonable efforts to maintain the availability and performance of the Services and will provide the Services in accordance with any specifications or service levels set forth in the Order Form or documentation.

4.2 Access Rights and License.

Amigo hereby grants to Customer a worldwide, non-exclusive, non-transferable, limited right and license during the Term to access and use the Amigo Platform and Services for the number of Users (and/or AI Agents or other usage parameters) specified in the Order Form. This license allows Customer to use the Services for its internal business purposes and, if applicable, to deploy Customer's AI Agent to interact with Customer's own end users or clients as permitted in the Order Form. Customer's Users may access and use the Services solely on Customer's behalf and in accordance with the terms of this Agreement and the usage limits in the Order Form.

4.3 Customer's Authorized Use.

Customer is responsible for all use of the Services under its account, including any acts or omissions of its Users. Customer shall ensure that all Users comply with this Agreement and any applicable user guidelines or documentation provided by Amigo. Customer is solely responsible for the accuracy, quality, and legality of Customer Data that it (or its Users) provides, and for the means by which Customer acquired any Customer Data. Customer will not misrepresent or allow its Users to misrepresent the capabilities of the AI Agent to any end users. Customer is responsible for any interactions between its AI Agent and end users, including obtaining any necessary permissions or disclaimers for use of an AI system, as required by applicable law or industry guidelines.

4.4 Acceptable Use and Restrictions.

Customer shall not, and shall ensure its Users do not, do any of the following:

• Unauthorized Modification or Copying: Modify, copy, or create derivative works based on the Amigo Platform or Services (or any component thereof), except as expressly authorized by Amigo in writing.
• Reverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas or algorithms of any part of the Platform or Services, except to the extent such restriction is prohibited by applicable law.
• Unauthorized Integrations: Use the Services to interface with or access any software, application, or service other than those approved by Amigo, or create any connections to the Platform other than through the documented APIs and interfaces provided by Amigo.
• Circumvention: Circumvent or attempt to circumvent any technical limitations, security measures, or licensing restrictions built into the Platform or Services (including attempting to exceed usage limits or evade monitoring).
• Malicious Activity: Upload or transmit any viruses, worms, malware, or any other harmful code through the Services, or use the Services in any manner that could disable, overburden, damage, or impair any Amigo system or interfere with any other party's use of the Services.
• Unlawful or Prohibited Use: Use the Services in violation of any applicable law or regulation, or for any purpose not specifically permitted by this Agreement. This includes (but is not limited to) not using the Services to collect, process, or store sensitive personal data (such as financial information, health information, or biometric identifiers) unless expressly agreed by Amigo in writing and subject to appropriate additional agreements. Customer shall not use the Services to invade the privacy of any person or to attempt to gather personal information without proper legal basis or consent.
• Competitive Use: Use the Services or any Confidential Information of Amigo to develop, train, or improve a competing product or service, or use the Services for competitive analysis or benchmarking in a manner that is adverse to Amigo's business interests.
• Intellectual Property Misuse: Remove or obscure any proprietary notices on the Platform, or use any Amigo name, logo, or trademark without Amigo's prior written consent (except as permitted in Section 12.5 regarding publicity).

Amigo reserves the right to investigate any suspected violation of this Section 4.4. In the event Amigo reasonably determines that Customer or any User has violated the above restrictions, Amigo may suspend the affected User's access or Customer's access to the Services (in whole or in part) upon written notice. Amigo will use reasonable efforts to provide Customer an opportunity to cure or rectify any violation prior to suspension, unless Amigo determines suspension is necessary to prevent imminent harm to the Services, other customers, or any third party, or to ensure legal compliance.

4.5 Modifications to the Services.

Customer acknowledges that Amigo may update and improve the Services over time. Amigo reserves the right to add, change, or discontinue features or functionalities of the Services. Amigo will provide advance notice to Customer of any material reduction in overall functionality. If any such change by Amigo materially reduces the core functionality of the Services provided to Customer, Customer may notify Amigo within thirty (30) days of the change notice and, as Customer's sole remedy, either: (a) terminate the affected Services and receive a pro-rata refund of any pre-paid Fees for the remaining unused portion of the Subscription Term for the terminated Services, or (b) continue under the Agreement with the change in functionality.

4.6 Suspension of Service.

In addition to suspension rights for violation of Section 4.4 or non-payment of fees, Amigo may immediately suspend or limit Customer's access to the Services if (i) required by law or governmental order, or (ii) Customer's use of the Services poses a security risk to the Services or any other customer, or may adversely impact the Services or the systems of Amigo or third parties. In any such case, Amigo will notify Customer of the suspension and the reason for it as soon as feasible and will work with Customer in good faith to restore access as soon as the issue causing the suspension is resolved.

5.1 Compliance with Law.

Customer will use the Services in compliance with all applicable laws and regulations, including those relating to data privacy, export control, and intellectual property. Customer is responsible for ensuring that its use of the Services (including its deployment of any AI Agent) does not violate any laws or regulations applicable to Customer's industry or jurisdiction.

5.2 Content Rights and Accuracy.

Customer represents and warrants that it has obtained all necessary rights, permissions, and consents to provide the Content and Customer Data to Amigo for use as contemplated by this Agreement. Customer is solely responsible for the quality, integrity, and accuracy of Customer Data. If any Customer Data (including prompts or training materials) is subject to third-party intellectual property rights or privacy rights, Customer is responsible for obtaining the third party's permission to use such data with the Services.

5.3 Authorized Users.

Customer will limit access to the Services solely to its authorized Users and will ensure each User complies with the terms of this Agreement. Customer is responsible for managing its Users' access and any activities that take place under its User accounts. Customer shall not provide any person or entity with access to the Services other than its authorized Users and end users as permitted, and shall not resell or lease the Services to any third party (except that Customer may permit its own clients to interact with the AI Agent as part of Customer's offerings, as allowed under this Agreement).

5.4 Use of Third-Party Services.

If Customer elects to use any third-party services or applications in conjunction with the Amigo Services (for example, by integrating Amigo with other software via API or using third-party plugins), Customer is responsible for complying with the third party's terms and conditions and privacy policies. Amigo is not responsible for any act or omission of third-party service providers or for any disclosure, modification, or deletion of Customer Data resulting from such integration initiated by Customer.

5.5 Cooperation and Information.

Customer will reasonably cooperate with Amigo in connection with the setup, integration, and ongoing provision of the Services. Customer shall provide Amigo with access to Customer's systems or environment as reasonably required for Amigo to perform implementation or support services (if any), and will ensure that Amigo is provided with any information, resources, and assistance that are reasonably required to deliver the Services. If Customer makes changes to its internal systems or third-party software that interoperate with the Services, Customer will notify Amigo in advance to allow coordination (to the extent those changes may affect Amigo's ability to deliver the Services). Customer's cooperation includes promptly providing any information or materials that Amigo reasonably requests to diagnose or resolve issues with the Services.

6.1 Support Services.

During the Subscription Term, Amigo will provide Customer with standard support for the Services at no additional charge (unless a higher level of support is specified in an Order Form). Standard support includes access to online documentation, and email support or in-app support channels during Amigo's regular business hours. Customer will designate authorized support contacts who may reach out to Amigo for technical support. Amigo will use reasonable efforts to respond to support inquiries within a timeframe consistent with the urgency of the issue. For any critical Service issues affecting availability or core functionality, Amigo will prioritize resolution efforts.

6.2 Service Availability.

Amigo will use commercially reasonable efforts to ensure that the Services are available and operational, excluding scheduled maintenance and downtime caused by circumstances beyond Amigo's reasonable control (such as Force Majeure events described in Section 12.10, or general Internet outages, or outages attributable to Customer's systems or third-party services). Amigo will endeavor to perform any scheduled maintenance during off-peak hours and, whenever feasible, will provide advance notice to Customer of scheduled maintenance. Customer acknowledges that the Services operate over the internet and that temporary downtime or performance issues may occur due to factors outside of Amigo's control.

6.3 Beta Features.

From time to time, Amigo may make new features or tools available in a preview or beta form ("Beta Features"). Customer may choose to try such Beta Features at its option. Beta Features will be labeled or described as beta, pilot, limited release, or by a similar term. Beta Features are provided on an "as-is" and "as-available" basis exclusively for evaluation purposes and not for production use, and are not considered part of the "Services" under this Agreement (notwithstanding any other provision). Amigo makes no warranties and assumes no liability for Beta Features. Beta Features may be subject to additional terms and may be discontinued or modified at any time by Amigo. Amigo has no obligation to include Beta Features in any future product or service offering. If Customer provides any feedback regarding Beta Features, such feedback shall be treated as Feedback under Section 3.5.

7.1 Mutual Authority.

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement has been duly authorized and constitutes a binding obligation enforceable against such party.

7.2 Amigo Warranties.

Amigo warrants that: (a) the Services will materially conform to the documentation and descriptions provided by Amigo for such Services, and will be provided in a professional and workmanlike manner consistent with generally accepted industry standards; and (b) Amigo will not knowingly include in the Services any malicious code designed to destroy or corrupt data. In the event of any breach of the warranty in subsection (a), Customer's sole and exclusive remedy, and Amigo's sole obligation, will be for Amigo to correct or re-perform the non-conforming Services so that they conform to the warranty. If Amigo is unable to cure the breach within a reasonable time (not to exceed 30 days from Customer's written notice of the breach), then Customer may terminate the affected Service and Amigo will refund to Customer any pre-paid Fees covering the unused portion of the Subscription Term for that Service. The warranty in subsection (a) shall not apply to any Beta Features or any free or trial Services, which are provided "as is" without warranties of any kind.

7.3 Customer Warranties.

Customer represents and warrants that: (a) it has obtained and will maintain all rights, consents, and permissions necessary for Amigo to lawfully use any Customer Data it provides for the purposes of this Agreement (including, without limitation, any personal data within such Customer Data); (b) Customer will use the Services in accordance with the terms of this Agreement and all applicable laws and regulations; and (c) none of the Customer Data or Customer's use of the Services will violate the Acceptable Use restrictions in Section 4.4 or infringe upon or misappropriate the rights of any third party.

7.4 DISCLAIMER.

EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, THE SERVICES, THE AMIGO PLATFORM, AND ALL RELATED SOFTWARE, CONTENT, AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMIGO (ON BEHALF OF ITSELF AND ITS SUPPLIERS) EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AMIGO DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS. CUSTOMER ACKNOWLEDGES THAT THE SERVICES INVOLVE COMPLEX AI TECHNOLOGIES AND THAT OUTPUTS GENERATED BY THE AI AGENT MAY NOT BE PERFECT OR SUITABLE FOR ALL PURPOSES. CUSTOMER ASSUMES ALL RISK FOR ANY DECISIONS OR ACTIONS TAKEN BASED ON INFORMATION OR RESULTS OBTAINED THROUGH THE SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AMIGO, ITS EMPLOYEES, OR AGENTS SHALL CREATE ANY ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES EXPRESSLY GIVEN HEREIN.

8.1 Indemnification by Amigo.

Amigo will defend Customer and its officers, directors, and employees (collectively, the "Customer Indemnitees") against any claim, demand, lawsuit, or proceeding made or brought by a third party alleging that the Services, as provided by Amigo and used by Customer in accordance with this Agreement, infringe or misappropriate a third party's patent, copyright, or trade secret rights (an "IP Claim"). Amigo will indemnify and hold harmless Customer Indemnitees from any damages, attorney fees, and costs finally awarded against them by a court of competent jurisdiction (or agreed in settlement by Amigo) as a result of such IP Claim. If an IP Claim is brought or threatened, Amigo may, at its sole option and expense, seek to: (a) procure for Customer the right to continue using the Services; (b) modify or replace the allegedly infringing portion of the Services to avoid infringement while maintaining substantially equivalent functionality; or (c) terminate the affected Services and refund to Customer any pre-paid Fees for the unused remainder of the Subscription Term for those Services. The above defense and indemnification obligations do not apply to the extent an IP Claim arises from: (i) Customer Data or other materials provided by Customer; (ii) Customer's use of the Services in combination with products, software, or data not supplied by Amigo, if the alleged infringement would not have occurred but for such combination; (iii) Customer's use of the Services in a manner not authorized by this Agreement or the documentation; or (iv) any modifications or configurations to the Services made by or for Customer (other than by Amigo). THIS SECTION 8.1 SETS FORTH AMIGO'S SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.

8.2 Indemnification by Customer.

Customer will defend Amigo and its officers, directors, and employees (collectively, the "Amigo Indemnitees") against any claim, demand, lawsuit, or proceeding made or brought by a third party arising out of or relating to: (a) Customer's or its Users' use of the Services in violation of this Agreement or applicable law; (b) any Customer Data (including any allegation that the Customer Data, or the use of it in the Services, infringes or violates the rights of a third party or has caused harm to a third party); or (c) Customer's products or services, including any claims arising from end users or clients based on their use of or reliance on the AI Agent's outputs or recommendations (except to the extent the claim arises from a breach of this Agreement by Amigo). Customer will indemnify and hold harmless the Amigo Indemnitees from any damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) awarded against them by a court of competent jurisdiction (or agreed in settlement by Customer) resulting from such claims.

8.3 Indemnification Procedure.

The indemnified party (Amigo or Customer, as applicable) shall: (i) promptly notify the indemnifying party in writing of any claim for which it seeks indemnification under this Section 8, provided that failure to give prompt notice shall only relieve the indemnifying party of its obligation to the extent it is materially prejudiced by such failure; (ii) give the indemnifying party sole control of the defense and settlement of the claim (except that the indemnifying party may not settle any claim without the indemnified party's prior written consent, unless the settlement unconditionally releases the indemnified party of all liability and does not require any admission of fault or payment by the indemnified party); and (iii) provide to the indemnifying party all reasonable assistance, at the indemnifying party's expense, in defending the claim. The indemnified party may participate in the defense with its own counsel at its own expense.

8.4 Other Remedies.

If Amigo receives information about an infringement or misappropriation claim related to a Amigo Service or otherwise becomes aware of a claim that the provision of any of the Amigo Services or Platform is unlawful in a particular territory, then Amigo may at its sole option and expense: (a) replace or modify the applicable Amigo Services to make them non-infringing and of substantially equivalent functionality; (b) procure for you the right to continue using the Amigo Services and Platform under the terms of the Agreement; or (c) if Amigo is unable to accomplish either (a) or (b) despite using its reasonable efforts, terminate your rights and Amigo's obligations under the Agreement with respect to such Amigo Services and refund to you any Fees prepaid by you to Amigo for Amigo Services and Platform not yet provided.

9.1 Exclusion of Certain Damages.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR ANY LOSS OF USE, LOSS OR CORRUPTION OF DATA, LOSS OF BUSINESS, LOSS OF REVENUES OR PROFITS, OR DIMINUTION OF GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.

9.2 Cap on Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING THE AMIGO SERVICES, PLATORM AND BETA SERVICES), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF ACTION, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO AMIGO UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. If no Fees have been paid (for example, if Customer is using a free trial), Amigo's liability shall not exceed $100 USD.

9.3 Exceptions.

The exclusions and limitations in Sections 9.1 and 9.2 shall not apply to: (a) a party's indemnification obligations under Section 8; (b) liability for death or personal injury resulting from that party's negligence or willful misconduct; (c) liability arising from a party's fraud or willful misconduct; (d) Customer's obligation to pay all due Fees under this Agreement; or (e) liability that cannot be limited or excluded as a matter of law. Additionally, the limitation in Section 9.2 shall not apply to damages arising from Customer's breach of Section 4.4 (Acceptable Use) or Customer's infringement or misappropriation of Amigo's intellectual property, to the extent such damages result from Customer's unauthorized use of the Services.

9.4 Nature of Claims and Failure of Essential Purpose.

The parties agree that the waivers and limitations specified in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and will survive and apply even if any limited remedy specified in this Agreement is found to have failed its essential purpose.

10.1 Term of Agreement and Subscription Terms.

This Agreement commences on the date that Customer first accepts it (either by signing an Order Form or by using the Services, whichever is earlier, the "Effective Date") and will remain in effect until all Subscription Terms under any Order Forms have expired or the Agreement is earlier terminated as provided herein. The initial subscription term for each Order Form (the "Initial Term") shall be as specified in that Order Form (e.g., a number of months or years, or a usage period). Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term (each a "Renewal Term") unless either party gives the other party written notice of non-renewal at least thirty (30) days before the end of the current term. Amigo will remind Customer of any upcoming renewal with reasonable advance notice, including any change in Fees per Section 11. The Initial Term and all Renewal Terms are collectively referred to as the Subscription Term for the applicable Services.

10.2 Termination for Convenience.

Either party may elect to terminate this Agreement (and all Order Forms) for convenience by providing at least thirty (30) days' prior written notice to the other party, provided that such termination for convenience shall not take effect until the end of the then-current Subscription Term for any Order Form (unless the parties mutually agree in writing to an earlier termination date). In other words, Customer's termination for convenience will be effective upon the conclusion of any prepaid or committed term in an Order Form; and Amigo's termination for convenience will allow Customer to continue using the Services through the end of the period for which Customer has paid. If Customer has pre-paid Fees for a period extending beyond the effective date of a termination for convenience by Amigo, Amigo will refund the unused portion of such Fees on a pro-rata basis. If Customer terminates for convenience, Customer will not be entitled to any refund of Fees paid, and if Customer elected to pay Fees over time that are attributable to a committed term, any unpaid Fees for the remainder of that term will become immediately due and payable upon termination.

10.3 Termination for Cause.

Either party may terminate this Agreement (including any or all Order Forms) immediately upon written notice to the other party if the other party commits a material breach of this Agreement and fails to cure that breach within thirty (30) days after receiving written notice describing the breach in reasonable detail. Without limiting the foregoing: (a) any breach of Section 4.4 (Acceptable Use and Restrictions), Section 11 (Fees and Payment), or Section 2 (Confidentiality) by Customer shall be deemed a material breach. In the event Customer fails to timely pay any Fees, Amigo may, in its discretion, suspend the Services or terminate this Agreement for breach if such failure is not cured within thirty (30) days after Customer's receipt of a written past-due notice. Either party may also terminate this Agreement immediately upon written notice if the other party (i) becomes insolvent or is unable to pay its debts when due; (ii) files for or is subjected to bankruptcy, receivership, or other similar proceedings that are not dismissed within sixty (60) days; or (iii) makes an assignment for the benefit of creditors or ceases to do business. A termination of this Agreement will automatically terminate all active Order Forms, unless otherwise agreed by the parties in writing.

10.4 Effect of Termination.

Upon expiration or termination of this Agreement for any reason: (a) all rights and licenses granted to Customer under this Agreement will immediately terminate, and Customer shall promptly cease all use of the Services and Amigo's Confidential Information; (b) each party shall, within thirty (30) days of termination, return or destroy all Confidential Information of the other party as required by Section 2.4 (except that Customer may download its Customer Data as provided below); (c) Customer shall pay any outstanding Fees and other charges that have accrued up to the effective date of termination (and, in the case of termination by Amigo for Customer's breach, Customer shall also immediately pay all remaining Fees payable for the full duration of any Order Form as if such Order Form had remained in effect through its term, without pro-ration or refund); and (d) upon Customer's written request made at or prior to termination, Amigo will make Customer Data available for Customer to download in a commonly used format. Amigo shall have no obligation to maintain or provide any Customer Data beyond thirty (30) days after the effective date of termination, after which Amigo will delete or destroy the Customer Data in its systems, unless legally prohibited. Termination of the Agreement shall automatically terminate all Order Forms hereunder. If an Order Form is terminated (and not the entire Agreement), the terms of this Section 10.4 apply with respect to the terminated Order Form and associated Services.

10.5 Survival.

Provisions of this Agreement which by their nature are intended to survive termination or expiration (including, but not limited to, accrued payment obligations, confidentiality obligations, indemnities, limitations of liability, and the provisions of Sections 3, 7.4, 8, 9, 10.4, 10.5, and 12) shall survive any termination or expiration of this Agreement.

11.1 Fees.

Customer agrees to pay all fees for the Services as specified in each Order Form ("Fees"). Except as expressly provided in this Agreement or in an Order Form, all payment obligations are non-cancelable and Fees paid are non-refundable. Fees are typically stated in an Order Form as subscription fees for a specified term, and may include usage-based fees or overage charges if set forth in the Order Form.

11.2 Billing and Payment Terms.

Unless otherwise specified in an Order Form, Amigo will charge Customer for Fees in advance, either for the full Subscription Term or on a recurring periodic basis as set forth in the Order Form (e.g., quarterly or annually in advance). Customer must provide a valid payment method (such as a credit card or approved purchase order) and complete and accurate billing contact information. By providing a payment method, Customer authorizes Amigo to charge the applicable Fees to that payment method. If invoicing is permitted by the Order Form, Customer shall pay all invoices within thirty (30) days of the invoice date. All payments shall be made in the currency stated on the Order Form, and if none is specified, then in U.S. Dollars.

If any charges are not received by Amigo by the due date, then Amigo may charge interest on past due amounts at the rate of 1.5% per month (or the highest rate allowed by law, if lower), from the due date until the date of payment. Customer will be responsible for all reasonable costs (including attorneys' fees) incurred by Amigo in collecting overdue amounts, except to the extent the overdue amounts are due to Amigo's billing errors. In addition, if Customer's account is more than thirty (30) days overdue on any undisputed Fees, Amigo may, after giving at least 7 days' prior notice, suspend the Services until such amounts are paid in full.

11.3 Taxes.

All Fees are exclusive of any taxes, levies, or duties applicable to the provision or use of the Services ("Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder (excluding taxes on Amigo's net income, property, or employees). If Amigo has the legal obligation to pay or collect Taxes for which Customer is responsible, Amigo will invoice Customer and Customer shall pay that amount unless Customer provides a valid tax exemption certificate authorized by the appropriate taxing authority. Customer agrees to indemnify and hold Amigo harmless from any liabilities, interest, penalties, or fees assessed on Amigo as a result of Customer's failure to pay any Taxes that Customer is obligated to pay under this Agreement.

11.4 Fee Changes and Additional Usage.

Amigo may increase the Fees for any Renewal Term by providing Customer with at least thirty (30) days' prior notice before the start of the Renewal Term. If Customer does not agree to the Fee increase, Customer may elect to terminate the Subscription by providing notice of non-renewal under Section 10.1. Continued use of the Services into a Renewal Term without objection will constitute acceptance of the new Fees. If Customer's usage of the Services exceeds the quantities or limits purchased (e.g., adding additional Users or AI Agents beyond those specified in an Order Form), Amigo reserves the right to invoice Customer for the additional usage at the rates set forth in the Order Form (or, if not specified, at Amigo's standard list prices), and Customer agrees to pay such additional fees in accordance with this Section 11.

12.1 By Amigo Generally.

Amigo will provide the Amigo Services and Platform in accordance with its obligations under laws and government regulations applicable to Amigo's provision of the Amigo Services and Platform to its customers generally, including, without limitation those related to data protection and data privacy, irrespective of Customer's particular use of the services.

12.2 By Customer Generally.

You shall use the Amigo Services and Platform in compliance with all applicable laws and government regulations, including without limitation those related to data protection and data privacy.

12.3 Export Controls; Trade Sanctions.

The Amigo Services and Platform may be subject to export controls and trade sanctions administered or enforced by the United States and other jurisdictions. Customer acknowledges and agrees that it will comply with all applicable export controls and trade sanctions laws, regulations and/or any other relevant restrictions in Customer's use of the Amigo Services and Platform, including that you will not permit access to or use of any Amigo Services and Platform in any country where such access or use is subject to a trade embargo or prohibition, and that you will not use Amigo Services and Platform in support of any controlled technology, industry, or goods or services, or any other restricted use, without having a valid governmental license, authority, or permission to engage in such conduct. Each party further represents that it (and with respect to Customer, each Authorized User and / or Affiliate accessing the Amigo Services and Platform) is not named on any governmental or quasi-governmental denied party or debarment list relevant to this Agreement, and is not owned directly or indirectly by persons whose aggregated interest in such party is 50% or more and who are named on any such list(s).

12.4 Relationship of the Parties.

The relationship between the parties is that of independent contracting parties. Nothing in this Agreement shall be construed to create any partnership, franchise, joint venture, fiduciary, or agency relationship between the parties. Neither party is an agent of the other, and neither party has any authority to bind the other or incur any obligations on the other's behalf.

12.5 Publicity.

Unless otherwise agreed, Amigo may identify Customer (by name and logo) as a customer of Amigo on Amigo's website and marketing materials. Any such use will be factual and in accordance with any trademark usage guidelines provided by Customer. Apart from the foregoing, neither party shall issue any press release or make any other public announcement regarding this Agreement or the relationship of the parties without the other party's prior written consent, except as required by law or government regulation.

12.6 Assignment.

Customer may not assign or transfer this Agreement, in whole or in part, nor delegate any of its rights or obligations hereunder, to any third party without Amigo's prior written consent, except that Customer may assign this Agreement in its entirety (along with all Order Forms) without consent to an Affiliate or to a successor entity in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of Customer's assets, provided that Customer gives prompt written notice to Amigo of such assignment and the assignee agrees in writing to assume all obligations of Customer under this Agreement. Amigo may freely assign or transfer this Agreement (in whole or in part) to any Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its business or assets, or otherwise with written notice to Customer. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties' respective successors and permitted assigns. Any attempted assignment or transfer in violation of this Section 12.6 shall be null and void.

12.7 Entire Agreement; Amendments.

This Agreement, including all Order Forms and any addenda (such as a Data Processing Addendum or Service Level Agreement) incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, negotiations, and communications (whether written or oral) between the parties regarding the same subject matter. Each party acknowledges that it is not entering into this Agreement on the basis of any representations other than those expressly set forth herein. In the event of any conflict or inconsistency between the provisions of this Agreement and an Order Form, the terms of the Order Form shall prevail for that Order Form.Amendments: Except as provided below, this Agreement may be amended or modified only by a written document that expressly references this Agreement and is signed by both parties. Notwithstanding the foregoing, Amigo may update the terms of this Agreement from time to time, for example to reflect changes in law or updates to the Services. In the event of a material change, Amigo will notify Customer (for example, by email or by a notification within the Platform) at least thirty (30) days prior to the change taking effect. If Customer objects to the material changes, Customer shall notify Amigo in writing within that 30-day period. In that case, the parties will discuss the changes in good faith. If Customer rejects the changes and the parties cannot reach agreement, then this Agreement will remain in effect under the prior terms until the end of Customer's then-current Subscription Term, after which the Agreement (and any associated Order Forms) will terminate unless the parties have agreed on updated terms. Customer's continued use of the Services following the effective date of an updated Agreement signifies Customer's acceptance of the changes.

12.8 Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed adjusted to the minimum extent necessary to comply with applicable law and to best accomplish the original intent of the provision. The remaining provisions of this Agreement will remain in full force and effect.

12.9 Waiver.

No failure or delay by either party in exercising any right or enforcing any provision under this Agreement shall constitute a waiver of that right or provision or of any other provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by the party against whom the waiver is asserted. A waiver of one breach or default will not constitute a waiver of any other or subsequent breach or default.

12.10 Force Majeure.

Neither party shall be liable for any delay or failure in performance (except for payment obligations) due to circumstances beyond its reasonable control, including, without limitation, acts of God, war, terrorism, civil unrest, governmental action, labor disturbances, pandemic or epidemic, Internet or telecommunications failures, or power outages ("Force Majeure"). The party affected by a Force Majeure event shall give notice to the other party as soon as practicable and shall use commercially reasonable efforts to mitigate the impact of the event. Performance times will be extended or adjusted as necessary for the period of delay or failure to perform due to the Force Majeure event.