Terms of Service

Effective Date: October 1, 2025

THESE ONLINE TERMS OF SERVICE (this "Agreement") are entered into as of the date first accepted by Customer (the "Effective Date"), by and between Chiri, Inc., a Delaware corporation ("Chiri" or "Company"), and the entity or individual accepting this Agreement ("Customer"). Chiri and Customer are each referred to herein individually as a "Party" and collectively as the "Parties."

By accepting this Agreement—whether by clicking a box indicating acceptance, by completing an online checkout flow, by executing an Order Form or Statement of Work that references this Agreement, or by using the Services—Customer agrees to the terms of this Agreement. Customer's use of the Services is also subject to Company's Acceptable Use Policy, which is incorporated herein by reference. If Customer is accepting on behalf of an entity, Customer represents and warrants that it has authority to bind that entity. The version of this Agreement in effect at the time Customer completes an online checkout process, executes an Order Form or Statement of Work, or first uses the Services (as applicable) governs that engagement.

Article 1. Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent controlling interest.

1.2 "Agents" means the autonomous or semi-autonomous AI-driven software entities configured or operated through the Platform capable of reasoning, planning, and executing multi-step actions based on Task Personas.

1.3 "Authorized Users" means employees, contractors, and agents of Customer authorized by Customer to access and use the Platform under this Agreement. For an Individual subscription, the Authorized User is Customer only unless Company expressly permits otherwise in the applicable checkout flow or product documentation.

1.4 "Client Materials" means all materials, data, and information supplied or made available by Customer or its agents for use in connection with the Services or Platform.

1.5 "Confidential Information" has the meaning set forth in Article 8.

1.6 "Customer Data" means all data, prompts, content, and information submitted by Customer to the Platform or provided to Company in connection with Services.

1.7 "Data Processing Addendum" or "DPA" means the data processing addendum governing Company's processing of Personal Data on behalf of Customer, available upon request or as attached to an applicable Order Form. In the event of a conflict between the DPA and this Agreement with respect to data protection matters, the DPA shall control.

1.8 "Deliverables" means all work product (including reports, analyses, models, software, data sets, documentation, and other materials) identified in a Statement of Work to be delivered by Company to Customer.

1.9 "Execution Traces" means the audit logs generated by the Platform recording Agent reasoning steps, tool use, API calls, and decision pathways.

1.10 "Fees" means all amounts payable by Customer to Company under this Agreement, as specified in any applicable Order Form, online checkout flow, pricing page, or Statement of Work.

1.11 "Intellectual Property Rights" means all worldwide rights in and to patents, patent applications, inventions, copyrights, mask-work rights, trade secrets, know-how, trademarks, service marks, trade names, domain names, and any other similar rights, whether registered or unregistered.

1.12 "Order Form" means a Chiri ordering document or online checkout process (including via Stripe or other payment processor) specifying the Platform subscriptions, features, credits, seats, and Fees applicable to Customer.

1.13 "Personal Data" has the meaning set forth in the DPA.

1.14 "Platform" means the Chiri Brain AI OS, including user interfaces, APIs, Agents, Task Personas, Council Mode, and related SaaS services, together with all updates, enhancements, and modifications thereto.

1.15 "Platform Technology" means the Platform and all underlying software, AI models, algorithms, evaluation frameworks, orchestration logic, pipelines, and infrastructure, excluding Customer Data and Deliverables.

1.16 "Pre-Existing Materials" means any materials, data, software, algorithms, models, utilities, tools, methodologies, documentation, processes, workflows, or know-how that were owned, created, or developed by Company or its licensors (i) prior to the Effective Date or (ii) outside the scope of this Agreement.

1.17 "Professional Services" means the consulting, implementation, training, or advisory services to be performed by Company for Customer as described in a Statement of Work.

1.18 "Security Incident" means any confirmed or reasonably suspected unauthorized access to, acquisition of, use of, disclosure of, modification of, or destruction of Customer Data or Personal Data.

1.19 "Services" means, collectively, access to and use of the Platform and any Professional Services.

1.20 "Statement of Work" or "SOW" means a document executed by both Parties that describes Professional Services, Deliverables, timeline, Fees, and other project-specific terms.

1.21 "Task Personas" means the configurable AI agent profiles, prompts, workflows, and orchestration logic within the Platform.

1.22 "Third-Party Models" means AI foundation models provided by third parties (e.g., OpenAI, Anthropic, Google) accessed through or integrated with the Platform.

1.23 "Credits" means the usage units allocated to Customer's subscription and consumed when Customer or its Authorized Users use billable Platform features, as measured by Company's metering systems and described in the applicable Order Form, online checkout flow, pricing page, product documentation, or in-product interface.

1.24 "Team Administrator" means an Authorized User designated by Customer for a Team subscription who is authorized by Customer to administer the applicable Workspace, manage seats and Authorized Users, manage billing settings and payment methods, receive notices on Customer's behalf, and otherwise act for Customer with respect to administration of the Services.

1.25 "Workspace" means the Team or enterprise account environment through which Authorized Users access and use the Platform.

Article 2. Platform Access and SaaS License

2.1 Provision of Platform. Subject to the payment of applicable Fees and the terms of this Agreement, Company grants Customer a limited, non-exclusive, non-transferable license to access and use the Platform during the applicable subscription term solely for Customer's internal business purposes.

2.2 Subscription Tiers. The Platform may be offered in multiple tiers (including free, Individual, Team, and Enterprise tiers) as described on Company's website or in the applicable Order Form. Features, usage limits, credits, seat counts, support levels, and service level commitments vary by tier and are specified in the applicable Order Form, online checkout flow, pricing page, or product documentation. Unless otherwise expressly stated in writing by Company: (a) the Individual tier is priced at $19 per month and includes 1,000 Credits per monthly billing cycle for a single Authorized User; (b) the Team tier is priced at $29 per Authorized User per month and includes 3,000 Credits per paid seat per monthly billing cycle, allocated at the Workspace level; and (c) the Enterprise tier is custom-priced and governed by an applicable Order Form.

2.3 Free and Beta Tiers. Any free, trial, or beta tier of the Platform is provided "AS IS" without warranty of any kind, without service level commitments, and without indemnification obligations. Company reserves the right to modify, suspend, or discontinue any free or beta tier at any time upon reasonable notice and without liability.

2.4 Restrictions. Customer shall not, and shall not permit any Authorized User or third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or data models of the Platform; (b) use the Platform, its outputs, or Execution Traces to train, fine-tune, or improve any AI model (including via model distillation, imitation learning, or synthetic data generation); (c) bypass, circumvent, or disable any security controls, access restrictions, usage limitations, or credit metering of the Platform; (d) engage in prompt injection attacks, jailbreaking, or adversarial manipulation of the Platform or its underlying models; (e) use the Platform to develop a competing product or service; (f) sublicense, resell, or make the Platform available to any third party except as expressly permitted in the applicable Order Form; (g) use the Platform in violation of applicable law, including data protection, export control, or anti-discrimination laws; (h) publish, disclose, or distribute the results of benchmarks, competitive analyses, or performance tests of the Platform without Company's prior written consent; or (i) use the Platform in violation of Company's Acceptable Use Policy.

2.5 Service Levels. Uptime commitments, incident response times, and service credits, if any, are as specified in the applicable Order Form. Where no Order Form is in effect, or where no service level is specified in the Order Form, the Platform is provided on a commercially reasonable efforts basis without any uptime guarantee.

2.6 Usage Data. Company may collect and analyze anonymized, aggregated usage data regarding Customer's use of the Platform for purposes of operating, improving, and optimizing the Platform. Such data shall not identify Customer or any individual.

2.7 Third-Party Models. The Platform may integrate or facilitate access to Third-Party Models. Customer's use of Third-Party Models is subject to the applicable third-party terms. Company is not responsible for the availability, accuracy, or performance of Third-Party Models.

2.8 Credits. For subscriptions sold on a credit basis, Credits are consumed when Customer or its Authorized Users submit requests, run workflows, invoke Agents, access model calls, generate outputs, or otherwise use billable Platform features, in each case as measured by Company using the usage rates displayed in the Platform, checkout flow, pricing page, Order Form, or product documentation. Credits are deducted at the time of use or such later time as Company's metering systems record the applicable usage. Credits have no cash value, are non-transferable except within the same Team Workspace as permitted by the Platform, and expire at the end of the applicable billing cycle unless expressly stated otherwise in an Order Form. Unused Credits do not roll over and are not refundable except as required by applicable law. If Customer exhausts its Credits, Company may suspend or limit access to credit-metered features until the next billing cycle or until Customer purchases additional capacity, if offered by Company.

2.9 Team Workspaces and Administrator Authority. For a Team subscription, Customer may designate one or more Team Administrators. Customer authorizes each Team Administrator to act on Customer's behalf with respect to the applicable Workspace, including to invite, remove, or reassign Authorized Users; add or reduce seats; manage billing settings and payment methods; view usage, credits, and account information; access and manage Workspace settings; and receive legal, operational, and billing notices on Customer's behalf. Customer is responsible for all acts and omissions of its Team Administrators and Authorized Users. Company may rely on instructions from any Team Administrator until Customer changes such designation through the Platform or by written notice to Company.

Article 3. Professional Services

3.1 Engagement. If Customer engages Company for Professional Services, such services shall be governed by a mutually executed Statement of Work. All terms governing project management, deliverable acceptance, intellectual property of custom deliverables, change orders, and services warranties shall be detailed in the applicable SOW.

3.2 SOW Precedence. Each SOW shall reference this Agreement and be signed by authorized representatives of both Parties. In the event of a conflict between this Agreement and an SOW, this Agreement shall govern, unless the SOW expressly states that it intends to supersede a specific provision of this Agreement.

3.3 Personnel. Company may use employees, contractors, or subcontractors to perform Services, all of whom shall be subject to confidentiality obligations no less protective than those in this Agreement. Company is an independent contractor and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship.

Article 4. Fees and Payment Terms

4.1 Online Purchases (Self-Service). For subscriptions purchased via Company's website, Customer authorizes Company (and its third-party payment processor) to automatically charge Customer's payment method for the initial and recurring subscription Fees. Subscriptions auto-renew for successive periods equal to the initial subscription term unless canceled prior to the renewal date through Customer's account settings or other online cancellation mechanism made available by Company. For Team subscriptions, Customer authorizes Company to charge Fees based on the number of paid seats in the applicable Workspace. Unless otherwise stated in the checkout flow or product documentation, additional seats added during a billing cycle may be charged on a prorated basis at the time added, and seat reductions will take effect at the start of the next renewal term. Company will provide an electronic acknowledgment of the purchase that includes the material subscription terms and information regarding how to cancel.

4.2 Invoiced Purchases (Sales-Led). For Fees specified in an Order Form or SOW, Company will invoice Customer. Unless otherwise stated in the applicable Order Form or SOW, invoiced Fees are due net thirty (30) days from the invoice date. Customer shall notify Company in writing of any disputed invoice amount within twenty (20) days of the invoice date; undisputed amounts remain due and payable.

4.3 Late Payments. Overdue amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Company may suspend Platform access or Services if any undisputed invoice remains unpaid more than fifteen (15) days after written notice of late payment.

4.4 Taxes. All Fees are exclusive of all taxes, duties, and assessments, including sales, use, value-added, and withholding taxes. Customer is responsible for payment of all such taxes, excluding taxes based on Company's net income. Each Party is responsible for taxes imposed on its own income.

4.5 Non-Refundability. All payment obligations are non-cancelable, and Fees paid are non-refundable, except as otherwise expressly stated in an SOW or as required by applicable law. Without limiting the foregoing, unused Credits expire as set forth in Section 2.8 and are not refundable or redeemable for cash.

4.6 Expenses. For Professional Services engagements, Customer shall reimburse Company for pre-approved reasonable travel and out-of-pocket expenses incurred in performing the Services, invoiced monthly in arrears at cost.

Article 5. Customer Responsibilities

5.1 Cooperation. Customer shall timely provide Company with access to personnel, information, systems, data, and facilities as reasonably required for Company to perform the Services. Customer acknowledges that Company's ability to perform the Services depends on Customer's timely and effective cooperation. Company shall not be liable for any delays, deficiencies, or failures in the Services to the extent caused by Customer's failure to comply with its obligations hereunder, and any agreed timelines shall be equitably adjusted.

5.2 Data and Materials. Customer grants Company a non-exclusive, royalty-free right to use Client Materials solely to perform the Services and operate the Platform for Customer's benefit. Customer represents and warrants that it has all necessary rights, licenses, consents, and permissions to provide the Client Materials to Company and that the Client Materials do not and will not infringe the Intellectual Property Rights or privacy rights of any third party or violate applicable law.

5.3 Compliance. Customer shall use the Platform and Services in compliance with all applicable laws, regulations, and industry standards, including data protection, anti-discrimination, and employment laws applicable to Customer's use of AI-generated outputs. Customer is responsible for obtaining all legally required consents from its end users for data collection, messaging, and other activities conducted through the Services. Customer is also responsible for compliance with any sector-specific regulations (e.g., HIPAA, GLBA, or sector-specific AI regulations) applicable to Customer's industry and use case, beyond the general data protection obligations in the DPA.

5.4 Authorized Users. Customer is responsible for all Authorized Users' use of the Platform and compliance with this Agreement. Customer shall promptly notify Company of any unauthorized access to or use of the Platform of which Customer becomes aware.

5.5 Accounts and Team Administrators. Customer shall maintain accurate account, billing, and contact information and keep such information current. For Team subscriptions, Customer is responsible for designating and revoking Team Administrator authority and for ensuring that Team Administrators have authority to bind Customer with respect to Workspace administration, billing actions, and notices.

Article 6. Intellectual Property and Data Rights

6.1 Company Platform IP. Company and its licensors retain all right, title, and interest in and to the Platform Technology, Pre-Existing Materials, Agent orchestration logic, Task Persona templates, Council Mode technology, and all improvements thereto, including all Intellectual Property Rights therein. No rights are granted to Customer except as expressly set forth in this Agreement.

6.2 Customer Data Ownership. Customer retains all ownership of Customer Data. Company shall not use Customer Data except as necessary to provide the Services, operate the Platform for Customer's benefit, and as otherwise permitted under this Agreement or the DPA.

6.3 Training Limitations. Company acts as a data processor with respect to Customer Data. Company shall not use Customer Data to train, fine-tune, benchmark, or otherwise improve any generalized foundational model without Customer's prior express written consent. Company may use Customer Data solely to train Customer-specific Agents deployed for Customer's own use under Customer's account, and only to the extent necessary for that purpose.

6.4 Anonymized Data. Customer consents to Company using anonymized or aggregated data derived from Customer's inputs (provided such data cannot reasonably be used to identify Customer or any individual) to improve Company's Platform and services, subject to confidentiality obligations. Customer may opt out of such use by providing written notice to Company.

6.5 Deliverable IP. Subject to Customer's payment of all Fees due, Company hereby grants Customer a non-exclusive, worldwide, perpetual, non-transferable license to use, copy, and modify the Deliverables solely for Customer's internal business purposes. Customer agrees that Deliverables are not "works made for hire" under U.S. copyright law unless explicitly stated otherwise in an SOW. Company retains all right, title, and interest in Pre-Existing Materials and all improvements thereto.

6.6 Feedback. Customer may, but is not obligated to, provide Company with suggestions, enhancement requests, or other feedback regarding the Services ("Feedback"). Customer grants Company a royalty-free, worldwide, perpetual license to use and incorporate such Feedback into the Platform without restriction or obligation to Customer.

6.7 Residuals. Company may use for any purpose any skills, ideas, concepts, or know-how retained in the unaided memory of its personnel from performing the Services, provided that Company complies with its confidentiality obligations under Article 8.

6.8 License Back. Customer grants Company a worldwide, perpetual, royalty-free license to use any intellectual property provided by Customer or incorporated into Deliverables for Company's internal purposes, including improving its services and AI models, subject to Company's confidentiality obligations under Article 8.

6.9 Restrictions. Customer shall not reverse engineer, decompile, or modify any Company IP, nor use it to develop competing services.

Article 7. Representations and Warranties

7.1 Mutual Representations. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into and perform this Agreement; (c) this Agreement has been duly authorized and constitutes a legally binding obligation; and (d) the execution and performance of this Agreement do not conflict with or violate any applicable law or any material agreement to which it is a party.

7.2 Company's Warranties. Company represents, warrants, and covenants that: (a) the Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; (b) the Platform, as provided and used in accordance with this Agreement, will not infringe or misappropriate any third party's Intellectual Property Rights; (c) Company has implemented and will maintain the security controls described in Article 10 and the DPA; and (d) Company will not use Customer Data in any manner not expressly authorized by this Agreement.

7.3 Customer's Warranties. Customer represents, warrants, and covenants that: (a) it has all rights necessary to submit Client Materials to the Services; (b) it will obtain all legally required consents from its end users for data collection and other activities conducted through the Services; and (c) it will use the Services in compliance with applicable law.

7.4 AI Disclaimers. CUSTOMER ACKNOWLEDGES THAT THE PLATFORM UTILIZES PROBABILISTIC AI AND MACHINE LEARNING TECHNOLOGIES, WHICH ARE RAPIDLY EVOLVING AND INHERENTLY NON-DETERMINISTIC. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR BIAS OF ANY AI-GENERATED OUTPUTS, PREDICTIONS, OR MODELS. AI TECHNOLOGIES MAY PRODUCE BIASED, INACCURATE, OR UNEXPECTED RESULTS (INCLUDING "HALLUCINATIONS"). CUSTOMER IS SOLELY RESPONSIBLE FOR THE REVIEW, VALIDATION, INTERPRETATION, AND USE OF ALL AI-GENERATED OUTPUTS. CUSTOMER AGREES TO INDEPENDENTLY VERIFY ALL SUCH OUTPUTS BEFORE USE IN A PRODUCTION ENVIRONMENT OR MAKING ANY DECISIONS BASED THEREON.

7.5 General Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 7, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTY IN SECTION 7.2(a) IS THE RE-PERFORMANCE OF THE NON-CONFORMING SERVICES OR, AT COMPANY'S OPTION, A REFUND OF FEES PAID FOR SUCH NON-CONFORMING SERVICES, PROVIDED CUSTOMER NOTIFIES COMPANY WITHIN THIRTY (30) DAYS OF PERFORMANCE.

Article 8. Confidentiality

8.1 Definition. "Confidential Information" means all non-public information disclosed by a Party ("Discloser") to the other Party ("Recipient") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, the terms and pricing of this Agreement, technical data, trade secrets, business plans, Customer Data, and the Platform's architecture, algorithms, and source code. Customer Data constitutes the Confidential Information of Customer. Platform Technology constitutes the Confidential Information of Company.

8.2 Obligations. Each Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information of similar nature, but no less than reasonable care; (b) use Confidential Information solely to fulfill its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors, or advisors bound by confidentiality obligations no less protective than this Article.

8.3 Exceptions. Obligations under Section 8.2 do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to the Receiving Party without restriction as evidenced by written records predating disclosure; (c) is received from a third party without restriction and without breach of any obligation of confidentiality; (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (e) is required to be disclosed by applicable law, provided the Receiving Party gives prompt prior written notice to the extent permitted by law and cooperates with the Disclosing Party's reasonable efforts to seek protective treatment.

8.4 Return or Destruction. Upon termination or upon request by the Disclosing Party, the Receiving Party shall promptly return or certify destruction of all Confidential Information in its possession, except to the extent retention is required by applicable law or routine backup systems. The Receiving Party shall certify such return or destruction in writing upon request.

8.5 Equitable Relief. Each Party acknowledges that a breach of this Article may cause irreparable harm for which monetary damages would be inadequate, and the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, without posting bond or other security, in addition to all other remedies at law or in equity.

Article 9. Indemnification

9.1 Indemnification by Company. Company shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any claim that the Platform or Deliverables, as provided by Company and used by Customer in accordance with this Agreement, infringe or misappropriate any third party's Intellectual Property Rights; (b) Company's breach of its data protection obligations under this Agreement or the DPA; or (c) Company's gross negligence or willful misconduct.

9.2 Exclusions from Company Indemnity. Company's obligations under Section 9.1 do not apply to claims arising from: (a) Client Materials or Customer-provided specifications; (b) combination of the Platform or Deliverables with items not provided by Company; (c) modification by anyone other than Company; (d) use of open-source software or Third-Party Models identified in an Order Form or SOW; (e) Customer's continued use after being notified of the alleged infringement and provided with a non-infringing alternative; or (f) AI-generated outputs of Third-Party Models, unless proximately caused by Company's proprietary orchestration logic or Task Persona configuration.

9.3 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client Materials (including IP infringement or privacy violations therein); (b) Customer's use of the Platform, Deliverables, or AI-generated outputs in a manner not authorized by this Agreement or in violation of applicable laws; (c) decisions made or actions taken by Customer based on AI-generated outputs; (d) Customer's configuration of Agents and the autonomous actions taken thereby; or (e) Customer's failure to obtain required end-user consents.

9.4 Indemnification Procedures. The indemnified Party shall: (a) promptly notify the indemnifying Party in writing of any claim (failure to provide timely notice does not relieve the indemnifying Party except to the extent of actual material prejudice); (b) grant the indemnifying Party sole control of the defense and settlement, provided the indemnifying Party shall not settle any claim that admits fault on behalf of, or imposes any obligation on, the indemnified Party without prior written consent; and (c) provide reasonable cooperation and information at the indemnifying Party's expense. The indemnified Party may participate in the defense at its own expense.

9.5 IP Remedies. If the Platform becomes, or in Company's reasonable opinion is likely to become, the subject of an infringement claim, Company may, at its option and expense: (a) procure for Customer the right to continue using the Platform; (b) modify the Platform to make it non-infringing while providing substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Services and refund a pro-rata portion of pre-paid Fees. This Section states Company's entire obligation and Customer's sole remedy for IP infringement claims.

Article 10. Security and Compliance

10.1 Security Standards. Company shall maintain a comprehensive written information security program. Company shall maintain at minimum: AES-256 encryption for Customer Data at rest; TLS 1.2 or higher for Customer Data in transit; role-based access controls with multi-factor authentication for administrative access; comprehensive audit logging retained for not less than twelve (12) months; and annual third-party penetration testing. Upon Customer's written request, Company shall provide its most recent third-party security audit report or certification documentation, subject to reasonable confidentiality protections.

10.2 Security Incident Notification. Company shall notify Customer in writing within forty-eight (48) hours of confirming that a Security Incident has occurred affecting Customer Data. Such notification shall include, to the extent then known: the nature of the incident; the categories and approximate volume of Customer Data affected; likely consequences; and measures taken or proposed. Company shall provide a written post-incident report including root cause analysis and remediation steps within thirty (30) days of such notification. Customer determines its own regulatory notification obligations.

10.3 Insurance. During the Term, Company shall maintain, at its own expense: (a) Technology E&O and Cyber Liability insurance with a limit of not less than $1,000,000 per claim; (b) Commercial General Liability insurance with a limit of not less than $1,000,000 per occurrence; and (c) such other coverage as may be required by applicable law or reasonably requested by Customer in connection with an enterprise Order Form. Upon Customer's written request, Company shall provide certificates of insurance evidencing such coverage.

10.4 Legal Compliance. Each Party shall comply with all applicable federal, state, local, and foreign laws, rules, and regulations in performing its obligations under this Agreement. Company shall comply with applicable data protection and privacy laws in its role as a data processor. Customer is responsible for compliance with sector-specific regulations applicable to Customer's industry beyond the general data protection obligations in the DPA.

10.5 Audit Rights. No more than once per year (or at any time following a confirmed Security Incident), Customer may audit Company's security practices relating to Customer Data upon thirty (30) days' prior written notice. Any audit shall be conducted during normal business hours in a manner that minimizes disruption. Company may satisfy audit requirements by providing its most recent third-party audit report or SOC 2 Type II certification, subject to an appropriate non-disclosure agreement.

Article 11. Limitation of Liability

11.1 Consequential Damages Waiver. EXCEPT TO THE EXTENT AWARDED TO A THIRD PARTY IN CONNECTION WITH A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 9, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Cap. EXCEPT AS SET FORTH IN SECTION 11.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Exceptions. The limitations in Sections 11.1 and 11.2 shall not apply to: (a) Customer's payment obligations; (b) either Party's indemnification obligations under Article 9; (c) either Party's breach of Article 8 (Confidentiality) or the DPA, subject to a cap not exceeding two times (2x) the amount in Section 11.2 except for willful misconduct; or (d) damages arising from either Party's gross negligence or willful misconduct.

11.4 Basis of Bargain. The Parties acknowledge that the limitations of liability set forth in this Article are an essential element of the basis of the bargain between the Parties and that the Fees under this Agreement have been set in reliance upon these limitations.

Article 12. Non-Solicitation

12.1 Restriction. During the Term and for twelve (12) months following expiration or termination of this Agreement, neither Party shall directly or indirectly solicit for employment or engagement as an independent contractor any employee or contractor of the other Party who was involved in the performance of Services under this Agreement.

12.2 Exception. This Article does not restrict hiring resulting from a Party's general public job postings not specifically targeted at the other Party's personnel.

Article 13. Term and Termination

13.1 Term. This Agreement commences on the Effective Date and continues until terminated as provided herein. Individual subscription terms, Team subscription terms, enterprise subscription terms, and SOW terms are as specified in the applicable Order Form, online checkout flow, or SOW.

13.2 Self-Service Subscription Renewal. Self-service subscriptions auto-renew for successive periods equal to the initial subscription term unless Customer cancels through its account settings or other online cancellation mechanism made available by Company prior to the renewal date. Unless otherwise stated in the applicable checkout flow, self-service subscriptions are billed monthly.

13.3 Sales-Led Renewal. For subscriptions governed by an Order Form, the Agreement and applicable Order Form shall automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

13.4 Termination for Cause. Either Party may terminate this Agreement or any SOW upon written notice if: (a) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail; or (b) the other Party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

13.5 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice. Notwithstanding the foregoing, Customer may terminate a self-service subscription at any time through its account settings or other online cancellation mechanism made available by Company, in which case termination will be effective at the end of the then-current paid subscription term unless otherwise required by applicable law. If Customer terminates an SOW for convenience, Customer shall pay any early termination fees specified in the applicable SOW, or if none are specified, all Fees for Services performed and non-cancelable expenses incurred up to the effective date of termination.

13.6 Effect of Termination. Upon expiration or termination: (a) all licenses granted herein shall terminate; (b) each Party shall promptly return or certify destruction of the other Party's Confidential Information; (c) Customer shall pay Company for all Services performed and expenses incurred through the termination date; and (d) Customer's access to the Platform shall cease. All accrued payment obligations and Sections 1, 4.3, 4.4, 5.2, 6, 7.4, 7.5, 8, 9, 10, 11, 12, 13.6, 14, and any other provisions that by their nature should survive, shall survive termination.

13.7 Force Majeure. Neither Party shall be liable for delays or failures resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, government actions, cyberattacks not attributable to the affected Party's negligence, or internet outages, provided the affected Party gives prompt written notice and uses commercially reasonable efforts to resume performance. Force majeure does not excuse payment obligations. If a force majeure event continues for more than sixty (60) days, either Party may terminate the affected Order Form or SOW upon written notice.

Article 14. General Provisions

14.1 Governing Law; Venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts-of-law principles. Each Party consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware.

14.2 Dispute Resolution. Prior to initiating arbitration or litigation, the Parties shall attempt to resolve disputes through good-faith negotiations. If unresolved within ten (10) business days, the matter shall escalate to senior executives of each Party for an additional ten (10) business days before formal proceedings may be initiated. Nothing in this Section prevents either Party from seeking injunctive or equitable relief in the courts stated above.

14.3 Entire Agreement; Precedence. This Agreement, including all Order Forms, online checkout flows, and SOWs, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements. In the event of a conflict, the following order of precedence applies: (1) the DPA as to data protection matters; (2) this Agreement; (3) Order Forms and online checkout flow terms specific to pricing, seats, or credits; (4) SOWs; and (5) Company's standard terms and policies, including its Acceptable Use Policy.

14.4 Amendment; Waiver. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties, except that Company may update this Agreement prospectively by posting an updated version on its website or within the Platform; provided, however, that any such update will apply only upon Customer's renewal or entry into a new Order Form or subscription term unless earlier accepted by Customer. No waiver of any provision shall be effective unless in writing. No failure or delay in exercising any right constitutes a waiver.

14.5 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign without consent to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations and written notice is provided within thirty (30) days. Any purported assignment in violation of this Section is void.

14.6 Customer Identification. Company may identify Customer as a customer using Customer's name and approved logo in Company's marketing materials and website, subject to Customer's trademark usage guidelines. Customer may opt out of this marketing use by providing written notice to Company. Company shall not use Customer's name or logo in any manner that is disparaging or misrepresents the nature of the Parties' relationship.

14.7 Export Compliance. Each Party shall comply with applicable export control laws and regulations, including U.S. Export Administration Regulations and OFAC sanctions. Customer shall not access or use the Platform from any jurisdiction subject to U.S. comprehensive sanctions without Company's prior written consent.

14.8 Severability; Counterparts; Interpretation. If any provision is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force. This Agreement may be executed in counterparts; electronic signatures and clickwrap acceptance have the same legal effect as original signatures. Headings are for reference only. "Including" means "including without limitation." This Agreement shall be construed without regard to any presumption requiring construction against the Party causing it to be drafted.

14.9 Notices. All notices shall be in writing and delivered by email with confirmation of receipt, overnight courier, or certified mail, return receipt requested, to the addresses specified on the applicable Order Form, online account settings, or SOW, or as otherwise notified in writing. Notices to Company shall be sent to support@chiri.ai or to Chiri, Inc., 8735 Dunwoody Place Ste N, Atlanta, GA 30350.

14.10 Independent Contractor. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither Party has authority to bind the other or incur any obligation on behalf of the other.

Contact

Questions regarding this Agreement may be directed to:

Chiri, Inc. 8735 Dunwoody Place Ste N Atlanta, GA 30350 Email: support@chiri.ai