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

"Authorized Users" means Customer's or its Affiliates' designated employees, contractors, or consultants who are authorized to access and use the Services.

"Customer Content" means all files, information, data, or other content that is uploaded, inputted, or otherwise processed in, through, and to the Services by Customer or AuthorizedUsers.

"Documentation" means Caseguild's then-current technical documentation and specifications for the Services made available to Customer.

"Fees" means the amounts specified in an Order Form for the Services provided thereunder.

"Order Form" means the document executed by both parties that specifies the Services to be provided to Customer, associated Fees, and other terms specific to Customer's subscription.

"Services" means the Caseguild software-as-a-service offerings to be purchased by or provided to Customer as set forth in the applicable Order Form.

"Subscription Term" means the period of time Customer has subscribed to the Services as set forth in the applicable Order Form.

Provision of Services. During the Subscription Term, Caseguild shall make available to Customer the Services set forth in the applicable Order Form under the terms of this Agreement.

License Grant. Subject to the terms of this Agreement, Caseguild hereby grants Customer a limited, non-exclusive, non-transferable, worldwide license during the relevant Subscription Term to access and use the Services as specified in the Order Form to access and use the Services solely for Customer's internal business purposes.

Authorized Users. Customer may permit its Authorized Users to access and use the Services pursuant to the terms of this Agreement. Customer must take reasonable steps to prevent unauthorized access to the Services, including by ensuring that all access credentials are kept confidential.

Service Levels. Caseguild will use commercially reasonable efforts to make the Services available in accordance with industry standards. Caseguild will not materially reduce its support or availability during the applicable Subscription Term.

Customer Obligations. Customer shall: (a) be responsible for Authorized Users' actions and compliance with this Agreement; (b) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services; and (d) use the Services only in accordance with this Agreement, the Documentation, and applicable laws.

Restrictions. Customer shall not, and shall not permit any Authorized User to: (a) sell, transfer, assign, rent, lease, sublicense or otherwise provide third parties the benefit of the Services; (b)"frame," "mirror," copy or otherwise enable third parties to use the Services as a service bureau or other outsourced service; (c) allow access to the Services by multiple individuals impersonating a single end user; (d) modify or use the Services in a manner that interferes with, degrades, or disrupts the integrity or performance of any Caseguild services, systems or other offerings; (e) use the Services for the purpose of developing a product or service that competes with any of Caseguild's products or services; (f) circumvent or disable any security features or functionality associated with the Services; (g) access the Services or associated data through web scraping or any undocumented process or API; or (h) use the Services in any manner prohibited by applicable law or treaties.

Rights to Customer Content. As between the parties, any rights in and to Customer Content are retained by Customer. Customer hereby grants to Caseguild a limited, non-exclusive, royalty-free, worldwide license to use, copy, store, modify, distribute, transfer, and display Customer Content solely for the purpose of providing the Services to Customer.

Caseguild's Proprietary Rights. Caseguild and its licensors retain all right, title, and interest in and to Caseguild's name, logo, and other marks, the Services, any Documentation related thereto, all underlying software, methodologies, and all components, updates, modifications, derivative works, and manifestations to the foregoing, including all intellectual property and proprietary rights

No AI Model Training. Caseguild will not use Customer Content to train artificial intelligence models.

Feedback. Customer may submit comments, suggestions, ideas, or other feedback to Caseguild related to the Services ("Feedback"). Customer hereby grants Caseguild a perpetual and irrevocable license to use and exploit any portion of Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.

Data Security. Caseguild will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Content. Caseguild will maintain industry standard security certifications, such as SOC 2.

Fees and Taxes. In consideration of the rights granted herein and access to and use of theServices, Customer shall pay Caseguild the Fees specified in an Order Form. Fees are nonrefundable and non-cancelable unless expressly agreed otherwise under this Agreement. Fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs, or other amounts attributable to Customer's execution of this Agreement or purchase or use of the Services (collectively, "Taxes"). Customer is solely responsible for the payment of any applicable Taxes, which may be included on an invoice as a separate line item.

Billing and Payment Terms. Fees are payable in U.S. Dollars and invoiced per the billing frequency set out in the Order Form. All amounts shall be paid to Caseguild within thirty (30) days of Caseguild's delivery of an invoice, unless expressly agreed otherwise by the parties in the relevant Order Form. Caseguild reserves the right to suspend Customer's access to the Services if undisputed Fees are not paid when due.

Overages and Service Upgrades. Customer's use of the Services in excess of the limits specified in the applicable Order Form ("Overages") will be charged at the rates set forth in suchOrder Form or Caseguild’s standard rates and invoiced in the billing period following suchOverage. Customer may upgrade its subscription tier or purchase additional Services at any time by executing a new Order Form or amendment. Any such upgrades or additional Services will be charged for and apply to the entire current Subscription Term in effect at the time of upgrade or additional purchase. Upon renewal, all Services, including any upgrades or additions, will be charged at the then-current rates for the full renewal Subscription Term unless otherwise specified in writing.

Authorized Resellers. Customer may purchase Services through an authorized reseller of Caseguild ("Reseller"). In such cases, payment terms will be established between Customer and the Reseller. Notwithstanding anything to the contrary, Orders placed through Resellers are subject to this Agreement, and the Reseller has no authority to modify or amend this Agreement.

Order Forms. Each Order Form will set forth the specific Services to be purchased by Customer, the applicable Fees, and any other terms specific to Customer's subscription. Each Order Form constitutes Customer's binding commitment to purchase the items described on such Order Form and is incorporated into this Agreement by reference.

Auto-Renewal. Unless otherwise specified in the Order Form, Customer's subscription to the Services shall automatically renew on a monthly basis unless Customer provides written notice of non-renewal to Caseguild at least fifteen (15) days before the end of the then-current Subscription Term.

Term. The term of this Agreement will begin on the Effective Date and shall continue thereafter until all Order Forms have expired or terminated ("Term").

Termination for Cause. This Agreement or any Order Form may be terminated (a) by either party if the other party breaches or violates a material obligation under this Agreement and does not cure such violation or breach within thirty (30) days after receiving written notice thereof from the non-breaching party, or (b) by either party if the other party provides proof that it made a general assignment for the benefit of creditors, suffered or permitted the appointment of a receiver for its business or assets, or availed itself of or became subject to any proceeding under bankruptcy laws relating to insolvency or the protection of rights of creditors.

Effect of Termination. Upon expiration or termination for any reason, Customer and all Authorized Users shall discontinue all use of the Services. If requested by Customer, within thirty (30) days following the expiration or termination of this Agreement, Caseguild shall make available to Customer all Customer Content that is then-capable of being exported from theServices and that is then-stored in Customer's Caseguild account. After such thirty (30) day period, Caseguild shall have no further obligation to retain any Customer Content.

Survival. The parties agree that definitions, payment obligations of either party, and other provisions that reasonably should survive to interpret the obligations or parties' intent of this Agreement will survive any expiration or termination of this Agreement.

Confidential Information. Each party, when acting as the receiving party (“Receiving Party”), agrees that all code, inventions, know-how, business, technical, and other information it receives from the disclosing party ("Disclosing Party") constitutes the confidential property of the Disclosing Party ("Confidential Information"), provided that such information is marked or identified as confidential at the time of disclosure or should be reasonably understood by the Receiving Party to be Confidential Information due to the nature of the information and the context of its disclosure. Any Service performance information, pricing terms, and Documentation shall be deemed Confidential Information of Caseguild. Customer Content shall be deemed Customer's Confidential Information.

Protection of Confidential Information. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any of the Disclosing Party's Confidential Information for any purpose outside the scope of this Agreement, will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care), and will limit access to Confidential Information of Disclosing Party to those of its employees, contractors, advisors, and agents with a need to know or who need access for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective to those in this Agreement.

Compelled Disclosure. If a Receiving Party is legally required to disclose the Disclosing Party's Confidential Information, the Receiving Party must, unless prohibited by law: (a) promptly notify the Disclosing Party before disclosing, so the Disclosing Party can seek a protective order or other remedy; and (b) provide reasonable assistance to Disclosing Party in obtaining such protective order.

Mutual Warranties. Each party warrants to the other that it is duly authorized to execute this Agreement and perform the obligations set forth herein.

Caseguild Warranties. Caseguild warrants that (a) the Services, as delivered and when used as intended, will be free from material defects, and (b) Caseguild will not knowingly introduce any "back door," "time bomb," "Trojan horse," "worm," "virus," or other computer software routines within the Services that are intentionally designed to permit unauthorized access to or use of either the Services or Customer's computer systems.

Customer Warranties. Customer warrants that it has all rights and permissions to grant to Caseguild the license and rights in and to Customer Content expressly set out in this Agreement.

Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, CASEGUILD DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND THOSE THAT ARISE FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE.

Exclusion of Certain Damages. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, LOST PROFITS OR LOST REVENUE ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY AND ITS SUPPLIERS AND LICENSORS RELATING TO, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS, REGARDLESS OF LEGAL THEORY, IS LIMITED TO DIRECT DAMAGES ONLY, CAPPED AT FEES PAID IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Exceptions. The limitations set forth in Sections 10.1 and 10.2 shall not apply to: (a) either party's indemnification obligations under Section 11; (b) Customer's payment obligations for Fees under this Agreement; (c) damages resulting from either party's willful misconduct, fraud, or gross negligence; (d) breaches of confidentiality obligations under Section 8, which shall instead be subject to a separate liability cap equal to two (2) times the Fees paid or payable by Customer during the twelve (12) month period immediately preceding the event giving rise to the claim; and (e) Violations of Caseguild's intellectual property rights by Customer.

The parties acknowledge that these exclusions are an essential part of this Agreement and reflect a reasonable allocation of risk between the parties.

Indemnification by Caseguild. Caseguild will defend Customer against any claim, suit, or proceeding brought against Customer by a third party alleging that the Services, when used as intended, infringe or misappropriate the intellectual property rights of a third party and will indemnify Customer for any damages finally awarded against Customer or agreed in settlement by Caseguild. If any portion of the Services is subject to an infringement claim, Caseguild may, at its own cost and discretion, either: (a) procure for Customer the right to continue using the Services; (b) modify the Services to make them non-infringing; or (c) terminate Customer's right to use the affected portion of the Services and refund any prepaid Fees for the unused portion of the terminated Service's Subscription Term.

Indemnification by Customer. Customer will defend Caseguild against any claim, suit, or proceeding brought against Caseguild by a third party alleging that the Customer Content, when processed or used as allowed under this Agreement, violate, misuse, infringe, or misappropriate the intellectual property, propriety, privacy, or other rights of a third party, and will indemnify Caseguild for any damages finally awarded against Caseguild or agreed in settlement by Customer.

Indemnification Procedure. The indemnifying party's obligations under this Section 11 are conditioned upon the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) giving the indemnifying party sole control over the defense and settlement of the claim; and (c) providing the indemnifying party, at the indemnifying party's expense, with all reasonable assistance in connection with the defense and settlement of such claim.

Notices. Notices must be in writing, addressed to the other party's primary contact, and are considered given when delivered personally, by email with receipt confirmation, or by certified mail with return receipt.

Assignment. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

Governing Law and Venue. This Agreement shall be governed by laws of the State of Washington, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Seattle, Washington.

Entire Agreement. This Agreement, together with all Order Forms, comprises the entire agreement between Customer and Caseguild and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

Indemnification Procedure. The indemnifying party's obligations under this Section 11 are conditioned upon the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) giving the indemnifying party sole control over the defense and settlement of the claim; and (c) providing the indemnifying party, at the indemnifying party's expense, with all reasonable assistance in connection with the defense and settlement of such claim.

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unlawful, it will be modified by the court to fulfill its original intent, and the rest of the Agreement will remain in effect.

Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authority, fires, floods, earthquakes, strikes, wars, pandemics, or terrorist acts.

Export Compliance. Each party shall comply with all applicable export and import laws and regulations. The Services may not be used in any country subject to U.S. embargo or by anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List or Entity List.

Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

Amendments. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.