Private AI Software As a Service Agreement

This Agreement is entered into between Private AI Inc. (“Private AI”) and the Person accessing, downloading, installing or otherwise using the Hosted Services (the “Client”, individually known as a “Party” and collectively known as the “Parties”), and is entered into on the earlier of the date Client first uses any part of the Hosted Services and the date Client agrees to be bound by this Agreement (the “Effective Date”).

This Agreement sets forth the terms and conditions that govern the provision and use of the Hosted Services for Private AI’s redaction and personally identifiable information (PII) de-identification services.

BY USING THE HOSTED SERVICES (INCLUDING THE WEBSITE), OR BY ACCESSING OR USING THE PAI API, CLIENT ACKNOWLEDGES THAT CLIENT 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, WHICH INCORPORATES, BY REFERENCE, PRIVATE AI’S ACCEPTABLE USE POLICY FOUND, AS OF THE EFFECTIVE DATE, HERE: https://private-ai.com/aup (THE “AUP”). PRIVATE AI RESERVES THE RIGHT TO UPDATE AND CHANGE THE TERMS HEREIN BY POSTING UPDATES AND CHANGES HERE: https://www.private-ai.com/service-agreement. IF CLIENT DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CLIENT WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE HOSTED SERVICES AND THE PAI API. CLIENT REPRESENTS AND WARRANTS TO PRIVATE AI THAT CLIENT HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. 

TERMS Capitalized terms used in this Agreement have the meaning ascribed to them in the Agreement (including the preamble) or as otherwise provided in Exhibit A.

1. Agreement. This Agreement constitutes the entire agreement and governs Client’s use of the Services, superseding any prior version of the agreement that may exist between Private AI and Client. In the event of any conflict between the terms in the main body of this Agreement and any other agreements, orders, schedules, statements of work, terms of use and privacy policies, the terms of the main body of this Agreement will prevail.

2. Relationship. This Agreement shall not be construed to and does not create a relationship of agency, partnership, employment, or joint venture between the Parties.  Private AI’s relationship to Client is that of an independent contractor, and neither Party shall have the authority to bind the other Party without the prior written consent of the other Party. Except as otherwise expressly provided in this Agreement, as between the Parties:

1. 1. Private AI has and will retain sole control over the hosting, operation, provision, management and maintenance of the Services and PAI Materials, including the: (i) PAI Systems; (ii) location(s) where any of the Services are performed; (iii) selection, deployment, modification and replacement of the PAI API; and (iv) performance of Support Services and Service maintenance, upgrades, corrections and repairs; and
      
   2. Client has and will retain sole control over the operation, management and maintenance of, and all access to and use of, the Client Systems, and sole responsibility for all access to, and use of, the Hosted Services or PAI Materials by any Person by or through the Client Systems or any other means controlled by Client or any Permitted User, including any: (i) information, instructions or materials provided by any of them to Private AI; (ii) results obtained from any use of the Services or PAI Materials; and (iii) conclusions, decisions or actions based on such use.  In addition, Client has and will retain sole responsibility for: (a) all Operational Data, including its content and use; (b) all information, instructions and materials provided by or on behalf of Client or any Permitted User in connection with the Services; (c) the security and use of Credentials and of each User Account; and (d) all access to and use of the Hosted Services and PAI Materials directly or indirectly by or through the Client Systems or its or its Permitted Users’ Credentials, with or without Client’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

3. Assignment. This Agreement may not be assigned by Client  in whole or in part, without Private AI’s prior written consent, which shall not be unreasonably withheld.  For purposes of the preceding sentence, and without limiting its generality, any amalgamation, arrangement or reorganization involving Client will be deemed to be a transfer of rights, obligations or performance under this Agreement for which Private AI’s prior written consent is required. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns. 

4. Applicable Law. To the fullest extent permitted by applicable law, Client irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, with respect to any dispute, controversy, or claim (a “Dispute”) arising out of or in connection with this Agreement and attorn to the jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Notwithstanding any terms hereof, the choice of jurisdiction does not prevent either Party from seeking injunctive relief with respect to a violation of IP Rights, any usage rights hereunder including, inter alia, under Section 9(a), or any confidentiality obligations, in any appropriate jurisdiction.

1. 1. Where permitted under applicable law, Client and Private AI agree that each may bring claims against the other only in their respective individual capacities and not as a plaintiff or class action member in any purported class or representative action. Unless agreed between the Parties, no arbitrator or judge may consolidate more than one Person’s claims or otherwise preside over any form of representative or class proceeding.

5. Confidential Information. Each Party (“Receiving Party”) agrees to procure, or cause to be procured, confidentiality agreements with any of their directors, officers, employees, independent contractors, or agents that have access to the other Party’s (“Disclosing Party”) Confidential Information that is at least as protective as the terms contained in this Agreement.

1. 1. Confidential Information shall mean all information and data relating to or derived from a Disclosing Party, their Intellectual Property, client(s), technologies, services and/or business plans, including but not limited to, the machine learning models, inventions and discoveries whether or not patentable, designs, prototypes and any business, business plans, sales (including current and potential customers), software, algorithms, databases, marketing, product and/or market research information thereto, and/or trade secrets, processes of manufacture, know-how, research and development plans, laboratory protocols, laboratory notebooks, experimental data, employee identities and information relating to employee position, performance, and remuneration. Confidential Information from the Disclosing Party includes, but is not limited to, information in verbal, written, or machine readable form, and information gathered by the Receiving Party from inspection of any property, activities, or facilities of the Disclosing Party, regardless of whether the Receiving Party obtained the information before or after the Effective Date, and regardless of whether the information is specifically marked as confidential or proprietary. However, Confidential Information shall not include information that:
      1. the Receiving Party can show was in their possession prior to disclosure by Disclosing Party and is not subject to another obligation of secrecy and non-use;
      2. becomes available to the Receiving Party on a non-confidential basis from a source that is not under obligations of confidentiality, other than the Disclosing Party;
      3. becomes part of the public domain through no fault, act, or omission of the Receiving Party or breach by the Receiving Party; or
      4. is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
   2. The Receiving Party agrees to take all steps required to preserve the secrecy of the Confidential Information of the Disclosing Party, and shall not disclose or reveal Confidential Information to any third party or Person, or use Confidential Information for any purpose other than as specifically provided for herein, or as may be authorized by the Disclosing Party in writing and in advance from time-to-time, or as required or permitted by applicable laws.
   3. Other than with respect to any of Client’s sample data, upon the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party shall return all the Disclosing Party’s Confidential Information, and copies thereof, that can be returned, or shall destroy such Confidential Information and copies as directed by the Disclosing Party within five (5) business days of the request. 
   4. Disclosing Party acknowledges that the Receiving Party may currently be developing, or may develop in the future, technology, software, or products, that are similar to or compete with Disclosing Party’s Confidential Information. Accordingly, this Agreement does not restrict or limit the Receiving Party from developing or using technology, information, or products that, without violation of this Agreement, compete with or are the same or similar to the technology, software, or products contemplated by the Disclosing Party’s Confidential Information. 

6. Intellectual Property.  Client acknowledges that Private AI owns all right, title, and interest, including all IP Rights, in and to the Aggregated Data, Software, PAI Systems, PAI API, the PAI Materials, Documentation, anything developed or delivered by or on behalf of Private AI under this Agreement and any Modifications to the foregoing (collectively “Private AI Property”). With respect to Third-Party Products, the applicable third-party licensors own all right, title, and interest, including all IP Rights, in and to the Third-Party Products. Client hereby unconditionally and irrevocably assigns to Private AI or its designee, its entire right, title, and interest in and to any IP Rights that Client may now or hereafter have in or relating to the Private AI Property (including any rights in derivative works or patent improvements relating to either of them), whether held or acquired by operation of law, contract, assignment, or otherwise. Client will cause all its personnel, all authors, and any other personnel of Client to irrevocably waive, for the benefit of Private AI and its respective successors, assigns, licensees and contractors, their respective moral rights (and any similar rights to the extent that such rights exist and may be waived in each and any jurisdiction throughout the world) in and to any Private AI Property.  Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by waiver, estoppel, or otherwise, to Client or any third party any IP Rights or other right, title, or interest in or to any of the Private AI Property.

1. 1. Client owns all right, title, and interest, including all IP Rights, in and to Client’s data that is collected, downloaded or otherwise received, directly or indirectly from Client or a Permitted User by or through the Services (“Operational Data”) including from API calls made by Client upon the PAI API within a given time period. Client shall have access to the Operational Data by using the ‘get_usage’ API call as defined in https://www.private-ai.com/docs/api_reference.html or any successor URL as may be updated by Private AI from time to time.  Client hereby grants to Private AI a nonexclusive, worldwide, royalty-free, transferable, sublicensable, fully paid-up license to access, collect, use, process, store, disclose, transfer, transmit, copy, Modify and display Operational Data to produce or generate data, information, or other materials on volumes and usage of Operational Data not identified as relating to a particular individual (such data, information and materials, the “Aggregated Data”).  Client hereby irrevocably grants all such rights and permissions in or relating to Operational Data: (a) to Private AI and its Subcontractors as are necessary or useful to perform or improve the Services; and (b) to Private AI as are necessary or useful to enforce this Agreement and exercise its rights and perform its obligations hereunder.  In addition, Private AI may use, process, store, disclose, and transmit the Aggregated Data for any purpose and without restriction or obligation to Client of any kind.  Aggregated Data is not Operational Data and is not Client’s Confidential Information.
   2. Client grants to Private AI and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services, any suggestion, de-identified Client sample data for the purposes of model tuning, enhancement request, recommendation, correction, or other feedback provided by Client or any Permitted User relating to the operation of Private AI’s or its Affiliates’ Services (“Feedback”).  Nothing in this Agreement will restrict Private AI’s right to use, profit from, disclose, publish, or otherwise exploit any Feedback, without compensation to Client or any Permitted User and without any obligation to Client or any Permitted User. Private AI is not obligated to use any Feedback. 

7. Indemnification. Client agrees to indemnify and hold harmless Private AI, its affiliates, and each of their respective officers, directors, employees, attorneys, and agents (collectively “Private AI Group”) from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with Client’s or any Permitted User’s: (i) violation or breach of this Agreement or any applicable law or regulation, whether or not referenced herein; (ii) violation of any rights of any third party, (iii) use or misuse of the technology and/or services provided to Client by Private AI; (iv) use of the PAI API in combination with data, software, hardware, or other technology not provided by Private AI or authorized by Private AI in writing; (v) Operational Data; (vi) Modifications to the PAI API not made by Private AI; (vii) use of any version other than the most current version of the PAI API or PAI Materials delivered or made available to Client; or (viii) any Client Application, provided that Client may not settle any claim against Private AI unless such settlement completely and forever releases Private AI from all liability with respect to such claim or unless Private AI consents to such settlement, and further provided that Private AI will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice. 

1. 1. Private AI hereby agrees to indemnify, defend, and hold harmless Client from and against all costs, penalties, fees, assessments, and other losses, including reasonable attorneys’ fees finally awarded against Client and incurred by Client as a result of any third-party claim or cause of action alleging that the Software or Documentation, or any use of the Software or Documentation in accordance with this Agreement, infringes or misappropriates the IP Rights of any third party, provided that Client promptly notifies Private AI in writing of the claim, cooperates with Private AI, and allows Private AI sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Client agrees to permit Private AI, at Private AI’s sole discretion, to: (A) Modify or replace the Software or Documentation, or component or part thereof, to make it non-infringing, or (B) obtain the right for Client to continue its use. If Private AI determines that none of these alternatives is reasonably available, Private AI may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately,without penalty or liability, on written notice to Client.
   2. Section 7(a) will not apply to the extent that the alleged infringement arises from: (i) use of the PAI API in combination with data, software, hardware, equipment, or technology not provided by Private AI or authorized by Private AI in writing; (ii) Modifications to the PAI API not made by Private AI; or (iii) use of any version other than the most current version of the PAI API or PAI Materials delivered or otherwise made available to Client or (iv) Third-Party Products including but not limited to any Open-Source Components.

8. Liability.  The legislation of certain jurisdictions does not allow for certain exclusions of liability, so that some of the provisions within this Agreement may not apply. For the avoidance of doubt, none of these terms will affect Private AI’s applicable statutory rights.

1. 1. The use of the technologies and services provided by Private AI is at Client’s sole risk. Client is responsible and liable for all uses of the PAI API and PAI Materials resulting from access provided by Private AI, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Permitted Users, and any act or omission by a Permitted User that would constitute a breach of this Agreement if taken or made by Client will be deemed a breach of this Agreement by Client. Client shall take reasonable efforts to make all Permitted Users aware of this Agreement’s provisions as applicable to such Permitted User’s use of the Software and shall cause Permitted Users to comply with such provisions.
   2. EXCEPT FOR THE LIMITED WARRANTIES PROVIDED IN SECTION 10(A) HEREOF, THE TECHNOLOGIES AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND (WHETHER EXPRESSED OR IMPLIED), ALL OF WHICH ARE HEREBY DISCLAIMED BY PRIVATE AI TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PRIVATE AI DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT (I) THE TECHNOLOGIES AND SERVICES WILL MEET CLIENT’S REQUIREMENTS; (II) THE TECHNOLOGIES AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (III) ANY PRODUCT, TECHNOLOGY, SERVICE, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY CLIENT THROUGH THE TECHNOLOGIES AND SERVICES PROVIDED BY PRIVATE AI WILL MEET CLIENT’S EXPECTATIONS OR BE OF A CERTAIN QUALITY.
   3. The Parties acknowledge that the following provisions of this Article 8 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.
   4. SUBJECT TO SECTION 8(F), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY (i) PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES; (ii) LOSS OF PROFITS, REVENUES, ECONOMIC ADVANTAGE, GOODWILL, LOSS OF OR DAMAGE TO DATA, OPPORTUNITY OR SALES, DAMAGES FOR PERSONAL INJURY, OR FOR ANY OTHER INTANGIBLE LOSSES; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (III) UNAUTHORIZED ACCESS TO, LOSS, OR ALTERATION OF CLIENT’S TRANSMISSIONS OR DATA SUBMITTED TO OR RECEIVED FROM THE TECHNOLOGIES OR SERVICES, IN EACH CASE, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, WHETHER IN CONTRACT OR TORT LAW OR OTHERWISE.
   5. SUBJECT TO SECTION 8(F), IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND CLIENT’S USE OF THE TECHNOLOGIES AND SERVICES PROVIDED BY PRIVATE AI EXCEED THE AMOUNT PAID OR PAYABLE TO PRIVATE AI, BY CLIENT, IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH CLAIM.
   6. The limitation of liability provisions in this Agreement do not apply to Client’s payment obligations, Section 9(a) of this Agreement, a Party’s indemnification obligations, a Party’s breach of Confidential Information obligations, Intellectual Property infringement claims, or claims resulting from a Party’s willful misconduct or gross negligence.
   7. Client acknowledges and agrees that Private AI may, from time to time, in its discretion engage third parties to perform Services (each, a “Subcontractor”). Private AI may distribute certain Third-Party Products with the PAI API. For purposes of this Agreement, such Third-Party Products are subject to their own license terms and the applicable flow-through provisions. If Client does not agree to abide by the applicable terms for such Third-Party Product, then Client should not install or use such Third-Party Products.
   8. The Software includes Open-Source Components licensed under applicable open- source licenses (each, an “Open-Source License”). Client understands and acknowledges that such Open-Source Components are not licensed to Client pursuant to the provisions of this Agreement and that this Agreement may not be construed to grant any such right and/or license. Any use of the Open-Source Components by Client shall be governed by, and subject to, the terms and conditions of the Open-Source License(s).

9. Usage Rights.  

1. 1. Subject to Client’s payment of all Fees and its and each Permitted User’s compliance with this Agreement, Private AI shall use commercially reasonable efforts to provide to Client and each Permitted User the services described in this Agreement (the “Services”) in accordance with the terms hereof, including to host, manage, operate, and maintain the Software for remote electronic access and use by Client and its Permitted Users (collectively, the “Hosted Services”) in substantial conformity with the Documentation, except for:
      1. Scheduled Downtime in accordance with Section 9(h);
      2. Service downtime or degradation due to a Force Majeure Event;
      3. any other circumstances beyond Private AI’s reasonable control, including use by Client or any Permitted User of Third-Party Products, misuse of the Hosted Services or use of the Services other than in compliance with the express terms of this Agreement and the Specifications; and
      4. any suspension or termination of access to, or use, of the Hosted Services by Client or any Permitted User, as permitted by this Agreement. 
   2. Subject to and conditional on Client’s payment of the Fees and compliance and performance in accordance with all other terms and conditions of this Agreement, Private AI hereby authorizes Client to access and use, during the Term, the Hosted Services and such PAI Materials as Private AI may supply or make available to Client solely for the Permitted Use by and through Permitted Users in accordance with PAI Materials, and the conditions and limitations set forth in this Agreement. This authorization is non-exclusive and non-transferable. Client shall, and shall ensure that each Permitted User shall, use the PAI API solely for the Permitted Use and subject to other limits set forth in this Agreement.
   3. Client shall not, and shall not permit any other Person to, access or use the Services or PAI Materials except as expressly permitted by this Agreement and, in the case of Third-Party Products, the applicable third-party license agreement. In addition, Client shall not, and shall not permit any other Person to, use the PAI API or PAI Materials for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Client shall not at any time, directly or indirectly or permit any Person to: (i) copy, Modify, or create derivative works of the PAI API or the PAI Materials, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the PAI API or the PAI Materials; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the PAI API, in whole or in part; (iv) remove any proprietary notices from the PAI API or the PAI Materials; (v) use the PAI API  in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IP Right or other right of any Person, or that violates any applicable law; (vi) use: (1) the PAI API or PAI Materials other than for the Permitted Use or in any manner or for any purpose or application not expressly permitted by this Agreement; (2) any Open-Source Components in any manner or for any purpose or application not expressly permitted by the controlling Open-Source License; (3) output from the Services to develop models or products that compete with Private AI; or (4) any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (vii) use the PAI API in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications or any other use or application in which the use or failure of the PAI API could lead to personal injury or severe physical or property damage; (viii) use the PAI API for purposes of: (1) benchmarking or competitive analysis of the PAI API, without the prior written consent of Private AI; (2) developing, using, or providing a competing software product or service; or (3) any other purpose that is to Private AI’s detriment or commercial disadvantage; or (ix) bypass or breach any security device or protection used for or contained in the PAI API or PAI Materials; or (x) nefarious purposes.
   4. Client agrees and promises to pay to Private AI all fees, costs, or other charges applicable to Client’s subscription to the Hosted Services (collectively, “Subscription Fees”), and any other applicable fees including, but not limited to, consumption or usage based fees in connection with Client’s  or any Permitted User’s usage of the Services (collectively, “Usage Fees”), as well as any other fees, costs, or charges including, without limitation,  relating to applicable add-ons, Support Services, or as otherwise described in an applicable Change Order (collectively, “Additional Fees”) (the Subscription Fees, Usage Fees, and Additional Fees, collectively together with all other fees, amounts, costs, and charges payable hereunder or pursuant hereto, the “Fees”). Client shall pay Private AI the Fees without offset or deduction and all Fees paid are non-refundable. Without limiting any rights or remedies Private AI has under this Agreement, if Client exceeds Processing Volume, contractual usage limit or service capacities, Client will pay any Fees invoiced by Private AI for such excess usage. Client shall make all payments in United States Dollars and Client shall pay all Fees within 30 days of the invoice date, unless otherwise specified.
   5. Private AI reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any IP Rights or other right, title, or interest in or to the PAI API.
   6. Private AI shall provide eligible Clients with the Support Services described in Schedule A following the Effective Date and thereafter, subject to and in accordance with the terms of an applicable Change Order.
   7. Private AI reserves the right, in its sole discretion, to make any changes to the Services and PAI Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Private AI’s Services to its customers; (ii) the competitive strength of or market for Private AI’s Services; or (iii) the cost efficiency or performance of the Services; or (b) to comply with applicable law. Without limiting the foregoing, either Party may, at any time during the Term, request in writing changes to the Services. The Parties shall evaluate and, if agreed, implement all such requested changes in accordance with the change procedure set forth in Schedule B. No requested changes will be effective unless and until memorialized in a Change Order signed by the Parties, except that Client may increase or decrease the number of Permitted Users for the PAI API or the number of API calls, as contemplated under Section 9(d).
   8. Private AI will use commercially reasonable efforts to give Client at least 72 hours prior notice of all scheduled outages of the Hosted Services (the “Scheduled Downtime”).
   9. The PAI API may contain technological measures designed to prevent unauthorized or illegal use of the PAI API. Client acknowledges and agrees that: (i) Private AI may use these and other lawful measures to verify Client’s use of the PAI API as well as Client’s compliance with the terms of this Agreement and enforce Private AI’s rights, including all IP Rights, in and to the PAI API; and (ii) Private AI may deny any Person access to, or use of, the Hosted Services or any part thereof, or otherwise revoke or suspend any access thereto: (A) if Private AI determines, in its sole discretion that a Person’s use of the Services  violates or would violate any provision of this Agreement, or would otherwise be beyond the scope of the rights granted, or for a purpose not authorized under this Agreement, or in any manner that does not comply with any instruction or requirement provided by Private AI including, without limitation, under any PAI Materials, regardless of whether Client designated that Person as a Permitted User; (B) for Scheduled Downtime; (C) to address any emergency security concerns; or (D)  in the event Client is in breach of any term of this Agreement or any other obligation to Private AI.
   10. Client represents and warrants to, and covenants with Private AI that: (i) Client has full power and all necessary rights to enter into this Agreement; (ii) Client’s and its Permitted Users’ use of PAI API, any PAI Materials, and any Documentation will at all times comply with all applicable laws applicable to Client and any Permitted User and will not cause Private AI to be non-compliant with any applicable laws; (iii) Client and each Permitted User shall use the PAI API, PAI Materials, and any Documentation only in compliance with Private AI’s standard published policies then in effect; (iv) Client has obtained all applicable consents, and permissions and otherwise has all authority, in each case as required by and in compliance with applicable law to enable Private AI to provide the PAI API; (v) Client will only provide Private AI with Personal Information if needed by Private AI to provide the Services; and that (vi) Operational Data: (a) will only contain data and other information including without limitation Personal Information in respect of which Client has provided all notices and disclosures, obtained all applicable consents and permissions and otherwise has all authority, in each case as required by and in compliance with applicable laws, including applicable privacy laws, to enable Private AI to provide the PAI API, including without limitation with respect to the collection, storage, access, use, disclosure, processing, transmission, and transfer of Personal Information, including by or to Private AI and to or from all applicable third parties; and (b) will not infringe, misappropriate, or otherwise violate any IP Rights, or any privacy or other rights of any third party or violate any applicable law. Client acknowledges and agrees that Private AI is not responsible or liable for any delay or failure of performance caused in whole or in part by Client’s delay in performing, or failure to perform, any of its obligations under this Agreement.
   11. Client acknowledges and agrees that it shall keep a valid payment method on file with Private AI that is acceptable to Private AI to pay for all incurred and recurring Fees and that Private AI will charge applicable Fees to any valid payment method that Client authorizes (“Authorized Payment Method”), and will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full.
   12. Subscription Fees, if applicable, are paid in advance, and will be billed monthly, to the nearest business day, thereafter, unless otherwise agreed to in writing by Private AI including, inter alia, under an applicable Change Order (each such date, a “Billing Date”). Usage Fees and Additional Fees will be charged from time to time at Private AI’s discretion and Client acknowledges and agrees that it will be charged on each Billing Date for all outstanding Fees that have not previously been charged. 
   13. Private AI may change the Fees by providing written notice to Client at least 30 calendar days before the commencement of the change. Private AI will not be liable to Client or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).

10. Use of the PAI API and Documentation.

1. 1. In order to use the PAI API, Client must first sign up to the Hosted Services that include access to the PAI API and generate one or more application programming interface (“API”) keys (each, an “API Key”).  Client acknowledges that such API Keys are Private AI’s Confidential Information and will not share Client‘s API Keys with any third party without Private AI’s prior written consent.  In addition, Private AI may revoke Client’s API Keys anytime without Client’s consent.
   2. Client may incorporate the PAI API into Client’s products and services and otherwise use the PAI API in connection with its internal business purposes, provided such incorporation and use is done in accordance and in compliance with this Agreement and the Documentation.
   3. Private AI hereby grants to Client a revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the PAI API including related documentation solely to facilitate Client’s development of applications that interface with the Hosted Services in accordance with this Agreement and any applicable Documentation (each such application, a “Client Application”).
   4. Unless otherwise set out in a Change Order, the number of calls Client or Client Application makes to the PAI API during any given period may be limited, at Private AI’s sole discretion, based on various factors that include the manner in which Client Application makes calls to the PAI API and the anticipated volume of use associated with Client Application.
   5. Private AI reserves the right to change the PAI API and Documentation at any time and without notice. Client acknowledges and understands that these changes may require Client to make changes to Client Applications at Client’s own cost and expense.
   6. At Private AI’s request, Client will provide Private AI access to, and use of, any Client Application, at no cost to Private AI, for the purposes of monitoring or reviewing Client Application and compliance with this Agreement.
   7. Client will not itself, and will not permit others or any other Person, to permit any third party direct access to the PAI API, including through Client’s Application on a pass-through basis, or otherwise use, copy, distribute, or make available the PAI API or the Hosted Services to permit timesharing, service bureau use or commercially exploit the Hosted Services.

11. Client Accounts. Upon Client’s request, Private AI will issue one or more administrator accounts to Client that provides Client with the capability to create user accounts (each, a “User Account”) for use by Client and all other Permitted Users. Client will ensure that Permitted Users only use the Hosted Services through the User Account.  Client will not allow any Permitted User to share the User Account with any other Person. Client will promptly notify Private AI of any actual or suspected unauthorized use of the Host Services. Private AI reserves the right to suspend, deactivate, or replace any User Account if it determines that it has been or may be used for an unauthorized purpose.  Client will ensure that all individual users of the Hosted Services, including Permitted Users, are contractually bound to terms and conditions with Client that are no less restrictive or protective of Private AI’s rights than those set forth in this Agreement.

12. Warranties.  Private AI hereby represents, warrants, and covenants that as of the Effective Date and at all times during the Term of this Agreement, Private AI shall (i) deliver all technology and perform all Services hereunder in materially the same manner as described in the Documentation; (ii) not unilaterally suspend or refuse Client’s use of the technology and Services except upon a termination of this Agreement or as otherwise described herein; (iii) use industry best practices to ensure any and all software provided by Private AI shall be free of malware and viruses that would cause the PAI API to become inoperable or incapable of being used in accordance with the Documentation; and (iv) ensure that only usage statistics for the purposes of authentication and billing are transferred to Private AI and that Private AI shall not transfer any other usage data (including but not limited to, transcript data or personally identifiable information, all of which shall be considered Client’s Confidential Information) to Private AI or enable Private AI’s access of the same. THE FOREGOING WARRANTIES DO NOT APPLY, AND PRIVATE AI STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

1. 1. The limited warranties set forth in Section (10) apply only if Client: (1) notifies Private AI in writing of the warranty breach; (2) has promptly installed all updates to the PAI API that Private AI previously made available to Client; and (3) as of the date of notification, is in compliance with all terms and conditions of this Agreement (including the payment of all Fees then due and owing).  The limited warranties set forth in Section 10 do not apply to problems arising out of or relating to: (i) Software, or the media on which it is provided, that is Modified or damaged by Client or its Permitted Users; (ii) any operation or use of, or other activity relating to, the PAI API other than as specified in the Documentation, including any incorporation in the Software of, or combination, operation, or use of the PAI API in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for Client’s use in the Documentation, unless otherwise expressly permitted by Private AI in writing; (iii) Client’s or any third party’s negligence, abuse, misapplication, or misuse of the Software, including any use of the Software other than as specified in the Documentation or expressly authorized by Private AI in writing; (iv) the operation of, or access to, Client’s or a third party’s system or network; (v) any Third-Party Products, Open-Source Components, beta software, software that Private AI makes available for testing or demonstration purposes, temporary software modules, or software for which Private AI does not receive a license fee; (vi) Client’s breach of any provision of this Agreement; or (vii) any other circumstances or causes outside of the reasonable control of Private AI (including abnormal physical or electrical stress).

      If, during the period specified in Section 10, any Software fails to comply with the warranty in Section 10, and such failure is not excluded from warranty pursuant to Section 10(a), Private AI shall, subject to the terms hereof, at its sole option, either: (i) repair or replace the Software, provided that Client provides Private AI with all information Private AI requests to resolve the reported failure, including sufficient information to enable Private AI to recreate such failure.  If Private AI repairs or replaces the Software, the warranty will continue to run from the Effective Date and not from Client’s receipt of the repair or replacement; or (ii) terminate this Agreement and, provided that Client fully complies with its post-termination obligations as set forth herein (c), promptly refund to Client, on a pro rata basis, the share of any license Fees prepaid by Client for the future portion of the Term that would have remained but for such termination. THE REMEDIES SET FORTH IN THIS SECTION 12(a) ARE CLIENT’S SOLE AND EXCLUSIVE REMEDIES AND PRIVATE AI’S SOLE LIABILITY UNDER THE LIMITED WARRANTY SET FORTH IN SECTION 10.

13. Waiver and Severability of Terms.  Private AI’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction or arbitrator to be invalid, the Parties nevertheless agree that the court or arbitrator should endeavour to give effect to the Parties’ intentions as reflected in the provision and the other provisions of the Agreement remain in full force and effect.

14. Termination. The initial term of this Agreement begins on the Effective Date and continues for an initial term equal to one (1) year or such other period of time set out in the applicable Change Order, unless terminated earlier pursuant to any of the Agreement’s express provisions (the “Initial Term“). This Agreement will automatically renew for an additional successive period equal to the length of the Initial Term or such other period of time set out in the applicable Change Order, unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term“). 

1. 1. Either Party may terminate, in whole or in part, this Agreement for cause upon a material breach by the other Party, whose default either remains uncured thirty (30) days after written notice is served to the defaulting Party or is incapable of being cured, in which case the Agreement shall terminate upon the date of the default notice being served upon the defaulting Party or such later date as may be specified in the default notice. For the avoidance of doubt, Client’s failure to comply with usage rights, pay any Fees when due (and such failure continues more than 10 days after written notice thereof), breaches any Permitted Use, or exceeds the Processing Volume or other usage limits, shall each be deemed a material breach and Private AI reserves the right to investigate violations of any usage rights to the fullest extent of the law.
   2. A Party may terminate this Agreement, upon written notice to the other Party, in the event that the other Party becomes subject to any voluntary or involuntary bankruptcy, insolvency, reorganization, or liquidation proceeding, has a receiver appointed for it, makes an assignment for the benefit of its creditors, or admits its inability to pay its debts as they become due, or any analogous procedure or step is taken in any jurisdiction.
   3. Upon expiration or earlier termination of this Agreement: (i) the license granted hereunder will also terminate, and, without limiting Client’s obligations under Sections 5 and 6; (ii) Client shall immediately cease (and ensure that all Permitted Users immediately cease) using and delete, destroy, or return all copies of the Software and Documentation and certify in writing to Private AI that the Software and Documentation has been deleted or destroyed; and (iii) all Fees due and payable and any amounts due to Private AI are immediately due and are to be immediately paid by Client to Private AI. No expiration or termination will affect Client’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Client to any refund (including, for certainty, to any Fees  paid to Private AI in advance for the affected Services).
   4. This Section 14(d) and Terms Exhibit A (Definitions), Section 5 (Confidential Information), Section 6 (Intellectual Property), Section 7 (Indemnification), Section 8 (Liability), Section 9, and Section 15 (Miscellaneous) survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

15. MISCELLANEOUS

1. 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. Notices must be sent: (i) if to Private AI, to 192 Spadina Avenue, Suite 428, Toronto, Ontario, M5T 2C2, Canada, Email: support@private-ai.com, and (ii) if to Client, to the current postal or email address that Private AI has on file with respect to Client. Private AI may change its contact information by posting the new contact information on the Website or by giving notice thereof to Client. Client is responsible for keeping its contact information on file with Private AI current at all times during the Term which information shall include, without limitation, the Client’s full legal name, business address and accounts payable email address.
   2. Force Majeure. Neither Party will be liable for delays or failures of performance (other than Client’s payment obligations) 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, computer attacks or malicious acts, pandemics or public health emergencies, strikes or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or modification by third parties of telecommunications or hosting infrastructure or third party websites (each, a “Force Majeure”). This Section does not apply to any of Client’s obligations under Sections  5, 6, 7 or 9(b).
   3. No Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.
   4. Taxes.  All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all goods and services, harmonized sale, sale, service, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, or territorial governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Private AI’s income.
   5. Export Regulation. Client shall not itself, or permit any other Person to export, re-export, or release, directly or indirectly, the Software to, or make the Software accessible from, any jurisdiction or country to which the export, re-export, or release is prohibited by applicable law, rule, or regulation or without first completing all required undertakings (including obtaining any necessary export license or other governmental approval). Private AI makes no representation or warranty that the Services may be exported without Client first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.
   6. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under 6 (Confidential Information) or, in the case of Client, Section 9(a) (Use Restrictions), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
   7. Further Assurances. On Private AI’s reasonable request, the Client  shall execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.
   8. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.