Terms of Service

Please read these Terms of Service carefully. These Terms govern Courie.ai's provision of software and services, and Customer's use thereof, as set forth in an Order Form executed between Courie.ai, Inc. and Customer. Together, these Terms and any Order Form(s) constitute the Agreement.

IMPORTANT NOTICES: By executing an Order Form or using the Services, you agree to be bound by this Agreement. If signing on behalf of a company, you represent having authority to bind that entity. If you do not agree, you may not access or use the Services.

Certain Services use third-party services governed by their own licenses, not this Agreement. Courie.ai may modify this Agreement at any time. Your continued use constitutes acceptance. You will be notified of material changes via posting or email.

You may not access the Services if you are a direct competitor of Courie.ai without written consent. You also cannot monitor availability, performance, or functionality for benchmarking purposes.

1. Definitions

Access Protocols: Passwords, access codes, technical specifications, connectivity standards, or procedures necessary for accessing the Courie.ai Solution.

Applicable Data Protection Laws: US state laws, regulations, or judgments governing privacy, security, and Personal Data protection and transfer.

Authorized User: Employees, agents, and independent contractors authorized to access the Solution.

Courie.ai Solution: The software-as-a-service application allowing Authorized Users to access features via web or mobile.

Customer Content: Content and information provided by Customer or Authorized Users for use with Services.

Documentation: Technical materials describing use and operation of the Solution.

Intellectual Property Rights: All rights associated with works of authorship, trademarks, trade secrets, patents, design rights, and registrations worldwide.

Licensed Material: Results, reports, materials, and documentation provided as part of Services.

Order Form: A document signed by both parties referencing this Agreement.

Personal Data: Customer Content constituting personal data under Applicable Data Protection Laws (excluding business contact information).

Processing: Any operation performed on Personal Data including collection, storage, use, disclosure, deletion, or destruction.

Professional Services: Services including implementation, training, and onboarding as described in an Order Form or SOW.

Services: All services provided under this Agreement including the Solution and Professional Services.

2. Provision of Services

2.1 Access

Subject to payment of Fees, Courie.ai provides access to the Solution via web browser. On or shortly after the Commencement Date, Courie.ai will provide necessary passwords, security protocols, network links, and Access Protocols. Courie.ai is not responsible for telecommunications or computer hardware required by Customer to access the Solution.

2.2 Support Services

Courie.ai will exercise commercially reasonable efforts to provide support for Solution use and keep the Solution operational and available according to its standard policies and procedures.

3. Intellectual Property

3.1 License Grant

Subject to this Agreement's terms, Courie.ai grants Customer a non-exclusive, non-transferable license during the Term for internal business purposes to: (a) access and use the Solution per Documentation; and (b) use and reproduce reasonable copies of Documentation to support Solution use.

Authorized Users may access the Solution as contemplated herein. Customer is solely responsible for all Authorized User acts or omissions.

3.2 Restrictions

Customer will not, and will not permit others to:

• Allow unauthorized third-party access to the Solution, Licensed Material, or Documentation
• Modify, adapt, alter, or translate the Solution, Licensed Material, or Documentation
• Sublicense, lease, sell, resell, rent, loan, distribute, or transfer the Solution or Documentation
• Reverse engineer, decompile, disassemble, or derive the source code or underlying ideas
• Interfere with Solution operation or supporting hardware and network
• Modify, copy, or create derivative works based on the Solution or Documentation
• Access or use the Solution to build a similar or competitive product
• Access through unapproved interfaces
• Use the Solution in any manner exceeding permitted scope or inconsistent with law, Documentation, or this Agreement

Customer will not remove, alter, or obscure proprietary notices on Licensed Material or copies.

3.3 Ownership

The Solution, Licensed Materials, Documentation, and all enhancements and Intellectual Property Rights are exclusive property of Courie.ai and its suppliers. All rights not expressly granted are reserved. No express or implied license beyond what is stated herein is granted.

3.4 License to Licensed Material

Courie.ai grants Customer a perpetual, royalty-free, fully-paid, nonexclusive, non-transferable, non-sublicensable license to use Licensed Material solely for internal business purposes.

3.5 Open Source Software

Some software may be provided under open source or free software licenses. Such software is not subject to Sections 3.3 or 11. Instead, each item is licensed under its accompanying end-user license. Nothing herein limits Customer's rights under applicable open source licenses or grants rights superseding them.

3.6 Feedback

Customer grants Courie.ai a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate any suggestions, enhancement requests, recommendations, or feedback relating to the Services. Courie.ai will not identify Customer as the feedback source.

4. Fees and Expenses; Payments

4.1 Fees

In consideration for access rights and Services, Customer pays the Fees. Except as provided in the Order Form, all Fees are billed monthly and due within thirty (30) days of invoice date. Courie.ai may modify Fees with forty-five (45) days' written notice prior to the current term's end.

Courie.ai reimburses only expressly approved expenses with supporting documentation. Courie.ai may discontinue the Solution and suspend access if Fees are over thirty (30) days overdue until paid in full. Customer maintains complete, accurate, up-to-date billing and contact information at all times. Except as provided in an Order Form, fees are non-refundable.

4.2 Payment Processing

Courie.ai may use third parties for payment services. By selecting billing features, Customer agrees to comply with Payment Processors' terms and authorizes Courie.ai to share information and payment instructions with them as needed for transactions.

4.3 Taxes

Fees exclude all applicable sales, use, value-added, and other taxes, duties, tariffs, assessments, export/import fees, and similar charges. Customer is responsible for all such taxes (except those based on Courie.ai's income) and related penalties and interest. Customer makes all Fee payments free and clear of withholding taxes.

4.4 Interest

Unpaid amounts bear interest at 1.5% monthly, or the maximum legal rate if less, from the due date until paid.

5. Customer Content and Responsibilities

5.1 License; Ownership

Customer is solely responsible for Customer Content accuracy, quality, and legality. Customer obtains all third-party licenses, consents, and permissions for Courie.ai to collect, access, use, and Process the content.

Customer grants Courie.ai a non-exclusive, worldwide, royalty-free, fully paid license during the Term to: (a) use Customer Content to provide and improve Services; (b) use Customer trademarks and logos as required to provide Services or in promotional materials; and (c) derive aggregated, de-identified, and/or anonymized data from Customer Content ("Derived Data").

Courie.ai is the sole owner of Derived Data with rights to use it for any lawful business purpose. Customer Content and all Intellectual Property Rights in it are Customer's exclusive property.

5.2 Customer Warranty

Customer represents and warrants that Customer Content will not: (a) infringe copyright, trademark, or patent; (b) misappropriate trade secrets; (c) be deceptive, defamatory, obscene, pornographic, or unlawful; (d) contain viruses, worms, or malicious code intended to damage systems or data; or (e) violate third-party rights.

Courie.ai is not obligated to back up Customer Content. Customer is solely responsible for creating backup copies.

5.3 Customer Responsibility for Data and Security

Customer and Authorized Users have access to Customer Content and are responsible for all changes, deletions, and password/Access Protocol security. Customer can export Customer Content and is encouraged to make backups. Customer is solely responsible for content accuracy, quality, integrity, legality, reliability, and appropriateness.

5.4 Customer Responsibility for Operating its Own Business

Customer acknowledges it (not Courie.ai) is responsible for operating its own business, including obtaining all licenses, permits, and governmental registrations. The Solution is not intended as advice regarding particular transactions.

6. Professional Services

Where parties have agreed to Professional Services, details will be set out in an Order Form or mutually executed Statement of Work (SOW). Each Order Form or SOW incorporates this Agreement's terms. If conflicts arise between an Order Form or SOW and this Agreement, the Agreement governs, except where the Order Form or SOW expressly supersedes specific language.

7. Data Security; Privacy

7.1 Data Security

During the Term, Courie.ai maintains commercially reasonable safeguards and procedures to prevent unauthorized Personal Data use or disclosure. Courie.ai maintains commercially reasonable physical, administrative, and technical security measures designed to maintain availability, integrity, and confidentiality of Personal Data.

7.2 Privacy

Each party complies with all Applicable Data Protection Laws regarding Personal Data Processing. Personal Data sale, retention, use, or disclosure is governed by this Agreement and Courie.ai's Privacy Policy, as in effect from time to time.

7.3 Additional Agreements

To the extent either party reasonably determines that Applicable Data Protection Laws require additional agreements governing Personal Data, the parties agree to negotiate in good faith regarding such agreements.

8. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICES, LICENSED MATERIAL AND DOCUMENTATION ARE PROVIDED AS-IS, WITHOUT CONDITIONS OR WARRANTIES. Courie.ai expressly disclaims all other representations or warranties, whether express, implied, or statutory, including title, non-infringement, system integration, merchantability, and fitness for particular purposes. Courie.ai does not warrant uninterrupted or error-free operation.

9. Limitation of Liability

9.1 Types of Damages

Neither party is liable for incidental, indirect, special, consequential, or punitive damages, regardless of claim nature, including lost profits, business interruption, or costs of lost data, even if advised of such possibility.

9.2 Amount of Damages

Maximum liability arising from this Agreement will not exceed the Fees Customer paid during the twelve (12) months preceding the act, omission, or occurrence giving rise to liability. Courie.ai's suppliers have no liability under this Agreement.

9.3 Basis of the Bargain

These limitation provisions survive and continue despite any failure of consideration or exclusive remedy. Parties acknowledge prices were set and the Agreement entered into relying on these limitations, which form an essential bargain basis.

10. Confidentiality

10.1 Confidential Information

"Confidential Information" means any nonpublic party information, disclosed orally or in written/digital media, identified as confidential at disclosure or that the receiving party knows or should know is confidential or proprietary. The Services, Documentation, and enhancements are Courie.ai Confidential Information.

10.2 Protection of Confidential Information

The Receiving Party will not use or disclose Confidential Information to any third party except as expressly permitted. Access is limited to Authorized Users with equivalent confidentiality obligations. At the Disclosing Party's request or upon Agreement termination/expiration, the Receiving Party will return or destroy all Confidential Information copies.

10.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no Receiving Party fault; (b) is lawfully provided by a third party free of confidentiality duties; (c) was already known to the Receiving Party without confidentiality duties; or (d) the Receiving Party can demonstrate was independently developed without access to the Confidential Information.

11. Indemnification

11.1 By Courie.ai

Courie.ai will defend at its expense any suit against Customer and pay any settlement or damages award, insofar as the suit is based on a third-party claim that the Solution infringes patents, copyrights, or trade secrets under US law.

Courie.ai has no obligation regarding infringement claims based upon: (i) Solution use not per this Agreement or Documentation; (ii) use combined with non-Courie.ai products or data; or (iii) modifications by non-Courie.ai persons.

11.2 By Customer

Customer will defend at its expense any suit against Courie.ai and pay any settlement or damages award, insofar as the suit is based on a claim arising from: (a) an Exclusion; (b) Customer's breach of Sections 5.2 or 14.6; or (c) bodily injury or physical property damage claims caused by Customer's Solution use or acts or omissions.

11.3 Procedure

Indemnifying party obligations are conditioned upon: (a) the indemnified party promptly notifying the indemnifying party in writing; (b) the indemnifying party having sole defense or settlement control; and (c) the indemnified party cooperating to facilitate settlement or defense.

12. Term and Termination

12.1 Term

This Agreement begins on the Order Form Effective Date and continues as long as any Order Form remains in effect. Unless otherwise stated in the Order Form, the term begins on the Commencement Date and continues for one (1) year, unless earlier terminated. Thereafter, the Order Form automatically renews for additional one (1)-year terms unless either party provides written non-renewal notice at least thirty (30) days prior to the current term's expiration.

12.2 Termination for Breach

Either party may immediately terminate this Agreement upon notice if the other party materially breaches and the breach remains uncured more than thirty (30) days after written breach notice.

12.3 Effect of Termination

Upon termination or expiration for any reason: (a) all licenses immediately terminate; (b) promptly after, each party complies with returning all Confidential Information; and (c) any owed amounts become immediately due and payable.

12.4 Data Extraction

For twenty (20) days after Term end, Courie.ai makes Customer Content available through the Solution on a limited basis solely for Customer retrieval. After this period, Courie.ai discontinues all use and destroys all Customer Content copies in its possession.

13. Miscellaneous

13.1 Governing Law and Venue

This Agreement and related actions are governed by Delaware law without applying conflict of laws principles. Customer consents to personal jurisdiction and venue in New Castle County, Delaware state and federal courts.

13.2 Export

Customer will not export, reexport, or transfer, directly or indirectly, any US technical data from Courie.ai in violation of US export laws or regulations.

13.3 Severability

If any Agreement provision is invalid or unenforceable, other provisions remain enforceable and the invalid provision is deemed modified to the maximum extent permitted by law.

13.4 Waiver

Any waiver or failure to enforce any provision on one occasion is not deemed a waiver of any other provision or such provision on any other occasion.

13.5 No Assignment

Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement without the other party's prior written consent. Either party may assign this Agreement in connection with a merger, acquisition, reorganization, or asset sale without consent.

13.6 Compliance with Law

Customer will ensure it and all Authorized Users always comply with all applicable foreign and domestic laws, ordinances, regulations, and statutes regarding Services, including the Telephone Consumer Protection Act (TCPA) and all related rules, orders, and regulations.

13.7 Force Majeure

Any performance delay (except Fee payment) is not considered a breach if caused by labor disputes, material shortages, fire, earthquakes, floods, or other uncontrollable events, provided the party uses reasonable efforts to notify the other party.

13.8 Independent Contractors

Customer's relationship to Courie.ai is that of independent contractors. Neither party is the other's agent or partner.

13.9 Notices

All required or permitted notices must be in writing: to Courie.ai via [email protected]; to Customer via the Point of Contact email listed on the Cover Page.

13.10 Entire Agreement

This Agreement is the final, complete, and exclusive agreement regarding its subject matters and supersedes and merges all prior discussions. No modification, amendment, or waiver is effective unless in writing and signed by authorized signatories of both Customer and Courie.ai.