Master Services Agreement

This Master Services Agreement (“Agreement”) is entered into by and between Negentropy Labs, Inc. d/b/a Screenpipe (“Screenpipe”) and [Customer Entity] (“Customer”) and is effective as of the date of the last signature below or, if accepted electronically, the date of Customer’s affirmative electronic acceptance (the “Effective Date”). This Agreement governs Screenpipe’s provision of the Services to Customer under one or more Orders.

1. SERVICES

1.1. Services and Orders. Screenpipe provides enterprise software and related services, including desktop software, hosted functionality, and AI-enabled tools for capturing and analyzing work activity, documenting workflows, and assisting with task execution (collectively, the “Services”). The specifics of each transaction with Customer will be set forth on a written order form that references this Agreement and is mutually agreed to by the parties in writing (each, an “Order”). Each Order will specify the Services purchased, the applicable deployment configuration, any trial period (a “Trial Period”), the subscription period (each, a “Service Period”), the number of authorized Users or other usage limitations (the “Service Capacity”), the applicable fees (the “Service Fees”), and any included onboarding, implementation, or support services. Any custom development, material implementation services, or applicable acceptance criteria will be expressly set forth in the applicable Order or a separate written statement of work agreed to by the parties that references this Agreement (each, a “Statement of Work”).

1.2. Access and Use Rights. Subject to Customer’s compliance with this Agreement and payment of the applicable Service Fees, Screenpipe grants Customer a limited, nonexclusive, nontransferable (except as permitted under Section 11.6), non-sublicensable right during the applicable Trial Period or Service Period to access and use the Services and to install and use any locally installed software included in the Services in executable form on authorized devices, in each case solely for Customer’s internal business purposes and in accordance with the applicable Order and Screenpipe’s documentation. Screenpipe and its licensors reserve all rights in the Services not expressly granted to Customer under this Agreement.

1.3. Authorized Users and Accounts. Customer may permit its employees and contractors acting on its behalf (each, a “User”) to access and use the Services, subject to the Service Capacity specified in the applicable Order. Customer will ensure that all Users comply with this Agreement and will be responsible for their acts and omissions in connection with the Services as if they were Customer’s own. Customer is responsible for maintaining the confidentiality of its User passwords, access tokens, API keys, and other credentials used to access the Services or connect third-party systems (collectively, “Access Credentials”), and Customer is responsible for all activities conducted through its accounts, except to the extent caused by Screenpipe’s breach of this Agreement. Customer must notify Screenpipe promptly if Customer has reason to believe that the security of Customer’s account or any Access Credentials has been compromised or if any of the Services have been accessed by any unauthorized individuals.

1.4. Maintenance and Support. Screenpipe may conduct scheduled or emergency maintenance on the Services from time to time and may update or modify the Services, provided that such updates or modifications do not materially reduce the core functionality of the Services purchased under the applicable Order during the Service Period. Screenpipe will use commercially reasonable efforts to provide advance notice of scheduled maintenance reasonably expected to materially disrupt access to the hosted Services. Screenpipe will provide commercially reasonable technical support during the applicable Service Period. Screenpipe does not guarantee any particular workflow improvement or automation outcome.

1.5. Third-Party Services. The Services may incorporate or rely upon third-party software, artificial intelligence models, infrastructure, and other technologies, and may enable Customer to connect third-party applications, accounts, and data sources (collectively, “Customer Integrations”). Screenpipe may use, change, and replace providers of third-party infrastructure, artificial intelligence models, and other services in connection with the Services, subject to its obligations under this Agreement and any applicable data processing addendum (“DPA”), and any provider-specific restrictions expressly agreed to by the parties. Customer is responsible for obtaining and maintaining the rights and permissions necessary to connect any Customer Integrations and for complying with the terms governing Customer’s use of such Customer Integrations. Screenpipe is not responsible for the operation, availability, or acts or omissions of Customer Integrations outside Screenpipe’s control, but remains responsible for its obligations under this Agreement with respect to third-party providers engaged by Screenpipe. Any change in providers will not expand Screenpipe’s rights to use Customer Content under Section 5. Any additional charges for third-party AI services, cloud storage, or dedicated infrastructure require Customer’s prior written approval.

1.6. Beta Services. From time to time, Screenpipe may offer Customer early access to alpha, beta, or pre-release services, products, features, and documentation (“Beta Services”) for Customer’s optional use. Notwithstanding anything to the contrary contained in this Agreement, Beta Services are not generally available and may contain bugs, errors, or defects. Accordingly, Beta Services are provided “as is” and “as available,” without warranties, service level commitments, or support obligations, except as expressly agreed in an Order; provided that Screenpipe’s confidentiality and data protection obligations under this Agreement and any applicable DPA will continue to apply. Screenpipe may discontinue Beta Services at any time in its sole discretion and may never make them generally available.

2. CUSTOMER USE AND RESTRICTIONS

2.1. Use Restrictions. Except as expressly authorized by this Agreement, Customer will not, and will not permit any User or third party to: (i) copy, modify, translate, or create derivative works of the Services (or any components thereof), except as expressly permitted under an applicable software license; (ii) license, sublicense, resell, distribute, lease, rent, or otherwise make available to any third party the Services (or any components thereof), except as expressly permitted under this Agreement; (iii) introduce malicious code into the Services or any related systems; (iv) use nonpublic features or functionality of the Services to develop a competing product or service; (v) interfere with or disrupt the integrity or performance of the Services; (vi) attempt to gain unauthorized access to the Services or their related systems or networks; (vii) remove, alter, or obscure any proprietary notices in or on the Services, including copyright notices; (viii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or nonpublic underlying technology of the Services, except to the extent permitted by applicable law; (ix) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Services or the functionality of the Services; or (x) use the Services in any way that may violate any applicable law or the rights of any third party.

2.2. Capture and Customer Compliance. Customer is responsible for determining which available screen and audio capture, recording, synchronization, and integration features to enable and how to configure them. Customer will ensure that it has all necessary rights and authority to capture, record, transmit, and otherwise make available any information through the Services, including information relating to its employees, contractors, customers, and other third parties. Customer will provide all legally required notices, obtain all necessary consents and permissions, and comply with applicable laws and its contractual obligations in connection with its use of the Services.

2.3. AI Features and Agent Actions. The Services may generate analyses, recommendations, and other results and, where enabled by Customer, perform actions in Customer Integrations or other connected systems. Customer is responsible for the instructions and permissions it provides, the actions it authorizes, and establishing appropriate review and approval procedures, including human oversight where appropriate. Customer acknowledges that AI-generated results may be inaccurate or incomplete and that automated actions may have unintended consequences. Customer is responsible for evaluating such results before relying on them and for actions performed through the Services within the permissions authorized by Customer, except to the extent caused by Screenpipe’s breach of this Agreement.

3. FEES AND PAYMENT TERMS

3.1. Service Fees. Customer will pay Screenpipe the Service Fees specified in each applicable Order. The Service Fees do not include taxes. Unless otherwise set forth in the Order, Screenpipe will invoice the Service Fees annually in advance, and Customer will pay all invoiced amounts within thirty (30) days after the invoice date. All payments will be made in U.S. dollars, without deduction or setoff except as required by law. Customer’s payment obligations for each committed Service Period are noncancelable, and Service Fees paid are nonrefundable, except as expressly provided in this Agreement or the applicable Order.

3.2. Late Payments and Taxes. Interest on any undisputed amounts not paid when due will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is paid in full. Customer will be responsible for, and will pay all sales and similar taxes (including use, value-added, and goods and services taxes) imposed on the Services or amounts payable under this Agreement, excluding taxes based on Screenpipe’s net income.

3.3. Changes in Fees; Additional Charges. Unless otherwise expressly provided in the applicable Order, Screenpipe may modify the Service Fees for any renewal Service Period by providing Customer with at least 60 days’ prior written notice. Any additional fees for Users or usage exceeding the Service Capacity, or for additional implementation services, third-party AI services, cloud storage, dedicated infrastructure, or other services not included in the applicable Order, must be agreed upon in writing by the parties in advance, including the applicable pricing and any usage-based spending limits.

4. TERM, SUSPENSION, AND TERMINATION

4.1. Term and Renewal. This Agreement commences on the Effective Date and will remain in effect until terminated in accordance with this Section 4 (the “Term”). Each Order will remain in effect for the applicable Trial Period, if any, and Service Period specified therein. Unless otherwise specified in an Order, each Service Period will automatically renew for successive periods of equal length unless either party provides written notice of nonrenewal at least 30 days before the expiration of the then-current Service Period. A Trial Period will not automatically convert to a paid Service Period unless expressly provided in the applicable Order. Either party may terminate this Agreement upon written notice if no Orders or Statements of Work remain in effect.

4.2. Suspension. Screenpipe may suspend Customer’s access to or use of all or any portion of the Services, without liability, if Screenpipe reasonably determines that (i) Customer fails to pay any undisputed Service Fees within 10 days after receiving written notice of nonpayment, (ii) Customer or any User breaches Section 2, (iii) Customer’s or any User’s use of the Services poses a security risk or disrupts the Services or any third-party systems, (iv) any third-party service necessary to provide the Services becomes unavailable, or (v) suspension is required by applicable law. Screenpipe will use commercially reasonable efforts to provide advance notice of any suspension where practicable, limit the suspension to the extent reasonably necessary, and restore access promptly after the circumstances giving rise to the suspension have been resolved.

4.3. Termination. Either party may terminate this Agreement or any affected Order or Statement of Work, for cause, if the other party materially breaches this Agreement or the applicable Order or Statement of Work and does not remedy such breach within 30 days after its receipt of written notice describing the breach. Screenpipe may terminate an affected Order immediately upon written notice if Customer commits a material breach of Section 2 that is incapable of cure.

4.4. Effects of Termination. Upon expiration or termination of an Order, Customer’s rights to access and use the Services under that Order will immediately terminate, and Customer will cease such use and uninstall any locally installed software licensed under that Order, except to the extent separately licensed under another agreement. Termination of an Order will not affect any other Order or this Agreement, but termination of this Agreement will terminate all outstanding Orders and Statements of Work. Customer will remain liable for all unpaid Service Fees for the then-current committed Service Period, including any remaining fees if Screenpipe terminates the applicable Order for Customer’s breach. If Customer terminates an Order due to Screenpipe’s uncured material breach, Screenpipe will refund any prepaid Service Fees attributable to the unused portion of the applicable Service Period, and Customer will have no obligation to pay fees for such unused portion. Sections 2.1 (Use Restrictions), 3.1 (Service Fees) and 3.2 (Late Payments and Taxes) with respect to accrued payment obligations, 4.4 (Effects of Termination), 4.5 (Data Export and Deletion), 5.1 (Customer Content), 5.3 (Output), 5.4 (Screenpipe Technology), 5.5 (Deidentified Data and Analytics Data), 5.6 (Optional Data Contribution and Model Training), 5.7 (Retention; Withdrawal), 6 (Confidentiality), 8 (Disclaimer), 9 (Indemnification), 10 (Limitation of Liability), and 11 (General Provisions), and any other provisions that by their nature are intended to survive, will survive expiration or termination of this Agreement.

4.5. Data Export and Deletion. For thirty (30) days following expiration or termination of an Order, upon Customer’s written request, Screenpipe will make available for export, in a format supported by the Services, Customer Content and Output then stored in systems under Screenpipe’s control, to the extent technically available. Following that period, Screenpipe may delete such information in accordance with its retention practices, subject to the DPA, if applicable, and any rights to retain or use such information expressly granted by Customer. Customer remains responsible for information stored solely on Customer-controlled devices or in Customer Integrations.

5. DATA AND INTELLECTUAL PROPERTY

5.1. Customer Content. “Customer Content” means all content, data, and other information submitted, uploaded, captured, recorded, or otherwise made available for processing through the Services by or on behalf of Customer or its Users, including screenshots, screen recordings, audio recordings, transcripts, extracted text, prompts, application activity, workflow data, and copies or other processed versions of the foregoing. Customer Content does not include Output, Screenpipe Technology, Services Data, Deidentified Data, or Analytics Data (each as defined below). As between the parties, Customer and its licensors retain all right, title, and interest in and to Customer Content, subject to any applicable third-party rights.

5.2. Use of Customer Content. Customer hereby grants Screenpipe and its service providers a nonexclusive, worldwide, royalty-free license to access, use, reproduce, store, transmit, modify, and otherwise process Customer Content solely as necessary to (i) provide, maintain, secure, support, and improve the performance of the Services for Customer, including generating Output and developing or operating Customer-specific workflows, skills, and AI functionality; (ii) comply with Customer’s instructions and perform Screenpipe’s obligations under this Agreement; and (iii) create Deidentified Data as permitted under Section 5.5. Screenpipe may process Customer Content through third-party service providers as necessary to provide the Services, subject to this Agreement and the DPA. Customer represents and warrants that it has obtained all rights, permissions, and consents necessary to provide Customer Content and authorize its processing for the purposes permitted under this Agreement. For clarity, Generalized Model Training is permitted only as expressly provided in Sections 5.5 and 5.6.

5.3. Output. “Output” means reports, workflow maps, standard operating procedures, summaries, recommendations, and other results generated by the Services for Customer, excluding Customer Content and Screenpipe Technology. As between the parties, Customer owns all right, title, and interest in and to Output, to the extent permitted by applicable law. Screenpipe hereby assigns to Customer any rights it may have in Output arising solely from its generation through the Services, excluding any Screenpipe Technology incorporated therein. To the extent Screenpipe Technology is incorporated in Output, Screenpipe grants Customer a perpetual, nonexclusive, royalty-free license to use such Screenpipe Technology solely as incorporated in and necessary to use the applicable Output for Customer’s business purposes, excluding any right to independently use or exploit Screenpipe’s software, models, or other underlying technology. Customer may use, reproduce, modify, and export Output for its business purposes, subject to any applicable third-party rights. Customer acknowledges that Output may not be unique and that other customers may receive similar or identical results.

5.4. Screenpipe Technology. “Screenpipe Technology” means the Services and all software, models, model weights, algorithms, tools, methods, processes, prompts, agent architectures, reusable skills, workflow templates, documentation, and other technology developed or provided by Screenpipe, including all modifications, enhancements, and improvements thereto, but excluding Customer Content and Output. As between the parties, Screenpipe and its licensors retain all right, title, and interest in and to Screenpipe Technology, including any generalized models, model weights, and other improvements developed through uses of data expressly permitted under this Agreement or any applicable Contribution Authorization. Except for the rights expressly granted to Customer under this Agreement, no rights in Screenpipe Technology are transferred to Customer. Notwithstanding the foregoing, the parties may expressly agree in a Statement of Work that Customer will own specified custom model weights or adapters developed for Customer, in which case Screenpipe will assign to Customer its rights in the identified items, excluding any underlying Screenpipe Technology or third-party technology.

5.5. Deidentified Data and Analytics Data. “Services Data” means account, billing, support, security, diagnostic, usage, and other technical information relating to the operation of the Services, excluding any underlying Customer Content. “Deidentified Data” means data derived from Customer Content or Output that has been processed so that it does not identify, and cannot reasonably be used to identify, Customer, its Users, any individual, or any third party or reveal Customer’s confidential information. Deidentified Data may include individual agent trajectories, screenshots, recordings, transcripts, and other source records, provided that they satisfy the foregoing definition. “Analytics Data” means aggregated or anonymous statistics concerning the use and performance of the Services that do not identify Customer, its Users, or any individual or disclose Customer Content or Customer’s confidential information. Screenpipe may create, retain, use, and disclose Deidentified Data and Analytics Data to operate, maintain, secure, analyze, evaluate, develop, and improve the Services and other Screenpipe products and technologies, including developing generalized features, workflows, and reusable skills, and pretraining, training, retraining, fine-tuning, validating, and improving artificial intelligence and machine learning models owned by Screenpipe. As between the parties, Screenpipe retains all rights in Deidentified Data, Analytics Data, and Services Data, subject to applicable law, the DPA, and any applicable third-party rights or restrictions. Screenpipe will not attempt to reidentify Deidentified Data except to assess the effectiveness of its deidentification measures.

5.6. Optional Data Contribution and Model Training. For purposes of this Agreement, “Generalized Model Training” means using data to pretrain, train, retrain, or fine-tune artificial intelligence or machine learning model weights for use beyond Customer’s own instance of the Services, excluding inference and Customer-specific model development or configuration solely for Customer’s benefit. “Trajectory Data” means records of task execution and associated feedback, including instructions, prompts, actions, tool calls, tool results, observations, errors, corrections, and outcomes. “Raw Content” means underlying screen captures, recordings, extracted text, audio, transcripts, documents, messages, and other source content, whether stored independently or incorporated into Trajectory Data. Trajectory Data may contain Raw Content and is not necessarily Deidentified Data. Except as expressly permitted under Section 5.5 for Deidentified Data and Analytics Data, Screenpipe will not use Customer Content, Output, or Trajectory Data for Generalized Model Training or disclose such information to third parties for that purpose without Customer’s separate affirmative written authorization (each, a “Contribution Authorization”). Each Contribution Authorization will specify the permitted data categories, purposes, sources, recipients, retention periods, and withdrawal rights, and separately identify whether Trajectory Data, Raw Content, or both may be used. Authorization for Trajectory Data does not extend to Raw Content incorporated therein unless expressly stated. Customer represents and warrants that it has obtained and will maintain all necessary rights and consents, and has provided and will provide all required notices, for the authorized data uses. All authorized contributions remain subject to applicable law, the DPA, and applicable third-party restrictions. A Contribution Authorization may be accepted electronically by an individual authorized to bind Customer, provided that Screenpipe maintains a record of the applicable terms and Customer’s affirmative acceptance. Electronic acceptance alone will not activate data collection. Once the agreed collection configuration is activated, collection may occur automatically within the authorized scope without separate approval of individual records.

5.7. Retention; Withdrawal. Customer Content will be subject to the applicable retention, export, and deletion provisions of this Agreement and the DPA. Customer may withdraw a Contribution Authorization in accordance with its terms, after which Screenpipe will cease new collection for the withdrawn purposes. Subject to the DPA and applicable law, Screenpipe may retain and continue using Deidentified Data and Analytics Data as permitted under Section 5.5 and previously contributed data for the purposes and periods expressly authorized under the applicable Contribution Authorization. Withdrawal or termination will not affect Screenpipe’s ownership or continued use of models, model weights, or improvements lawfully developed or trained using such data, or require Screenpipe to reverse completed training or delete or retrain such models, except as required by the DPA or applicable law.

6. CONFIDENTIALITY

6.1. Definition. “Confidential Information” means any nonpublic information disclosed or made available, directly or indirectly, by or on behalf of one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement or the Services that is designated as confidential or that reasonably should be understood to be confidential given its nature or the circumstances of disclosure. Confidential Information includes (i) Customer Content and Output containing or reflecting Customer Content or Customer’s nonpublic information, whether or not marked confidential, (ii) nonpublic Screenpipe Technology and information concerning the Services, including technical documentation, security measures, and product plans, and (iii) the nonpublic terms of this Agreement and any Orders. Notwithstanding the foregoing, Confidential Information will not include information that (i) is or becomes publicly available without breach of this Agreement through no fault of the Receiving Party; (ii) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party without an obligation of confidentiality; (iii) the Receiving Party can demonstrate was developed by the Receiving Party independently, and without use of or reference to, the Confidential Information; or (iv) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation.

6.2. Obligations. The Receiving Party will maintain in confidence the Confidential Information in accordance with this Section 6, and will not use such Confidential Information except as expressly permitted in this Agreement or any applicable Contribution Authorization. The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than reasonable care. In addition, the Receiving Party will only disclose Confidential Information to its affiliates, directors, officers, employees, contractors, service providers, and professional advisors (collectively, “Representatives”) who have a need to know such Confidential Information for purposes permitted under this Agreement, provided such Representatives are bound by confidentiality obligations no less protective than those set forth herein or by applicable professional duties of confidentiality. The Receiving Party will be responsible for any breach of this Section 6 by its Representatives. Notwithstanding the foregoing, either party may disclose the terms of this Agreement in confidence to its legal, financial, and other professional advisors, financing sources, and actual or prospective investors or acquirers. Nothing in this Section 6 expands any right to collect, use, disclose, or train on Customer Content or other data under Section 5, any applicable Contribution Authorization, or the DPA.

6.3. Required Disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided that, to the extent legally permitted, the Receiving Party (i) promptly notifies the Disclosing Party of the required disclosure, (ii) reasonably cooperates, at the Disclosing Party’s expense, with any efforts to seek a protective order or other appropriate remedy, and (iii) discloses only the portion of Confidential Information legally required to be disclosed.

6.4. Return or Destruction. Upon expiration or termination of this Agreement or the Disclosing Party’s written request, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information in its possession or control, except to the extent retention is required by applicable law, permitted under this Agreement, or necessary for customary archival, backup, or recordkeeping purposes. Any retained Confidential Information will remain subject to the confidentiality obligations set forth herein. Notwithstanding the foregoing, the return, retention, and deletion of Customer Content and Output will be governed by Sections 4.5 and 5 and the DPA, as applicable.

6.5. Survival. The obligations under this Section 6 will continue during the Term and for five (5) years thereafter; provided that obligations relating to trade secrets will continue for so long as such information qualifies as a trade secret under applicable law. Nothing in this Section 6 limits any longer period of protection required under the DPA or applicable law.

7. REPRESENTATIONS AND WARRANTIES

7.1. Mutual Authority. Each party represents and warrants to the other party that (i) it is duly organized, validly existing and, to the extent applicable, in good standing under the laws of its jurisdiction of organization, (ii) it has all necessary power and authority to execute, deliver, and perform its obligations under this Agreement, (iii) the person signing or electronically accepting this Agreement on its behalf has been duly authorized to do so, and (iv) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms.

7.2. Performance Warranty. During the applicable Service Period, Screenpipe warrants that the Services will perform in all material respects in accordance with Screenpipe's then-current documentation and any functional specifications expressly set forth in the applicable Order, when used in accordance with this Agreement. Screenpipe further warrants that any implementation or other professional services provided under a Statement of Work will be performed in a professional and workmanlike manner. The foregoing warranties do not apply to Beta Services or failures resulting from Customer's use of the Services contrary to this Agreement or Screenpipe's documentation.

8. DISCLAIMER

8.1. General Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE DPA, THE SERVICES AND OUTPUT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SCREENPIPE, ITS AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (I) THE ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, FREE FROM SECURITY VULNERABILITIES, OR COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, SYSTEM, OR DATA, (II) THE SERVICES OR OUTPUT WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR OTHERWISE PRODUCE ANY PARTICULAR RESULTS, (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, OR WILL NOT BE LOST, DAMAGED, OR CORRUPTED, (IV) ERRORS OR DEFECTS WILL BE CORRECTED, PATCHES OR WORKAROUNDS WILL BE PROVIDED, OR SCREENPIPE WILL DETECT EVERY BUG IN THE SERVICES, (V) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (VI) THIRD-PARTY AI MODELS OR CUSTOMER INTEGRATIONS WILL BE CONTINUOUSLY AVAILABLE OR FREE FROM DISRUPTIONS.

8.2. AI Features and Output. Customer acknowledges that Output generated through the Services may be inaccurate, incomplete, or otherwise unsuitable for Customer’s intended purposes, and that automated actions performed through the Services may produce unintended results. Customer is responsible for evaluating Output before relying on it and for establishing appropriate permissions and approval procedures for automated actions in accordance with Section 2.3. Without limiting Section 8.1, Screenpipe does not warrant that any Output will be accurate, complete, or unique, or that the Services will achieve any particular workflow improvement, efficiency gain, cost savings, or automation outcome.

9. INDEMNIFICATION

9.1. Indemnification by Screenpipe. Screenpipe will indemnify Customer and its affiliates and their respective officers, directors, and employees from and against all losses, liabilities, damages, and expenses (including reasonable attorney’s fees) (“Losses”) incurred as a result of any claim, demand, action, or proceeding by a third party (each, a “Claim”) to the extent arising out of an allegation that the Services, as provided by Screenpipe and used in accordance with this Agreement, infringe or misappropriate a third party’s intellectual property rights. Screenpipe will defend Customer against any such Claim, subject to Section 9.4. Screenpipe will have no obligation under this Section 9.1 to the extent a Claim arises out of or relates to (i) Customer Content, Output, or Customer Integrations; (ii) any modification to the Services not made or authorized by Screenpipe; (iii) the combination of the Services with any software, hardware, data, or other products or services not provided or authorized by Screenpipe, where the Claim would not have arisen but for such combination; (iv) use of the Services in violation of this Agreement or Screenpipe’s documentation; (v) Customer’s continued use of the allegedly infringing Services after Screenpipe has provided a non-infringing replacement or workaround with substantially equivalent functionality and instructed Customer to discontinue such use; or (vi) Beta Services.

9.2. IP Infringement Remedies. If the Services become, or Screenpipe reasonably believes they may become, the subject of a Claim described in Section 9.1, Screenpipe may, at its option and expense, (i) procure for Customer the right to continue using the affected Services; (ii) replace or modify the affected Services so that they become non-infringing without materially reducing their functionality; or (iii) if neither of the foregoing options is commercially reasonable, terminate the affected Services upon written notice to Customer and refund any prepaid Service Fees attributable to the unused portion of the applicable Service Period, with no further payment obligation for the terminated Services. This Section 9 sets forth Screenpipe’s entire liability and Customer’s sole and exclusive remedy for any Claim alleging that the Services infringe, misappropriate, or otherwise violate any third-party intellectual property rights.

9.3. Indemnification by Customer. Customer will indemnify Screenpipe and its affiliates and their respective officers, directors, and employees from and against all Losses incurred as a result of any Claim to the extent arising out of (i) Customer Content or Customer’s failure to obtain permissions required for its collection or use; (ii) Customer’s or any User’s breach of Section 2 or violation of applicable law in connection with the use of the Services; or (iii) actions performed through the Services at Customer’s direction or within permissions authorized by Customer; in each case, except to the extent caused by Screenpipe’s breach of this Agreement. Customer will defend Screenpipe against any such Claim, subject to Section 9.4.

9.4. Indemnification Procedure. The indemnifying party’s obligations under this Section 9 are conditioned upon the indemnified party (i) promptly notifying the indemnifying party in writing of the applicable Claim, provided that any failure to provide prompt notice will relieve the indemnifying party of its obligations only to the extent materially prejudiced by such failure; (ii) granting the indemnifying party sole control over the defense and settlement of the Claim; and (iii) providing reasonable cooperation and assistance, at the indemnifying party’s expense, in connection with the defense or settlement of the Claim. The indemnifying party may not settle any Claim without the indemnified party’s prior written consent if the settlement imposes any nonmonetary obligation on, includes any admission of wrongdoing by, or fails to provide a full release of the indemnified party. Such consent will not be unreasonably withheld, conditioned, or delayed. The indemnified party may participate in the defense of any Claim through counsel of its own choosing at its own expense.

10. LIMITATION OF LIABILITY

10.1. Consequential Damages Waiver. EXCEPT FOR (I) CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR (II) A PARTY’S FRAUD OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST REVENUE, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES IN ADVANCE.

10.2. Liability Cap. EXCEPT FOR (I) CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR (II) A PARTY’S FRAUD OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ITS OBLIGATIONS UNDER SECTION 9, WILL NOT EXCEED THE TOTAL SERVICE FEES PAID OR PAYABLE BY CUSTOMER TO SCREENPIPE UNDER THE ORDER OR ORDERS TO WHICH THE CLAIM RELATES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY.

10.3. Failure of Essential Purpose. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 10 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11. GENERAL PROVISIONS

11.1. Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for any dispute arising out of or relating to this Agreement and waives any objection to jurisdiction or venue in such courts.

11.2. Feedback. Customer may provide Screenpipe with suggestions, ideas, comments, or other feedback concerning the Services (collectively, “Feedback”). Customer hereby grants Screenpipe a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable, fully paid-up, royalty-free license to use, reproduce, modify, create derivative works of, distribute, and otherwise exploit Feedback for any purpose, including to develop and improve the Services and Screenpipe Technology, without restriction or obligation to Customer; provided that the foregoing license does not authorize Screenpipe to disclose Customer’s Confidential Information or expand its rights to use Customer Content or Output under Section 5.

11.3. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement, other than payment obligations, to the extent caused by circumstances beyond its reasonable control, including natural disasters, governmental actions, labor disputes, interruptions of telecommunications or power, or failures of third-party networks or infrastructure, provided that the affected party uses commercially reasonable efforts to mitigate the effects and resume performance.

11.4. Notices. All notices under this Agreement must be in writing and may be delivered by email to the addresses specified in the applicable Order or otherwise designated by the receiving party in writing. Notices delivered by email will be deemed received upon transmission, provided that the sender does not receive an automated notice of nondelivery. Notices may also be delivered by nationally recognized overnight courier and will be effective upon delivery.

11.5. Entire Agreement; Order of Precedence. This Agreement, together with all Orders, Statements of Work, and any exhibits, addenda, and other documents expressly incorporated herein or therein by reference, constitutes the entire agreement between the parties with respect to the Services. The DPA, if applicable, is incorporated into and forms part of this Agreement if it is separately agreed to by the parties or identified and made available to Customer in connection with execution or electronic acceptance of this Agreement. This Agreement supersedes all prior or contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral, relating to the Services. In the event of a conflict between this Agreement and an Order or Statement of Work, this Agreement will control unless such Order or Statement of Work expressly identifies the provision of this Agreement that it supersedes. The DPA will control in the event of a conflict solely with respect to the processing of personal data. Any Contribution Authorization will govern solely with respect to the data uses expressly authorized thereunder, subject to the DPA and applicable law.

11.6. Assignment. Neither party may assign or transfer this Agreement, or delegate its obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed; provided that either party may assign this Agreement without consent to (i) an affiliate or (ii) a successor in connection with a merger, reorganization, change of control, or sale of all or substantially all of its assets or the business to which this Agreement relates, provided that the assignee assumes the assigning party’s obligations under this Agreement. Any attempted assignment in violation of this Section will be void. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

11.7. Amendments and Waivers. Except as otherwise expressly provided in this Agreement, this Agreement may be amended only by a written agreement signed by authorized representatives of both parties. No failure or delay by either party in exercising any right or remedy will constitute a waiver thereof, and any waiver must be in writing. Except as otherwise expressly provided in this Agreement, all rights and remedies are cumulative. Electronic acceptance of a Contribution Authorization will be governed by Section 5.6 and the applicable Contribution Authorization.

11.8. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be interpreted or modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

11.9. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one agreement. Electronic signatures will have the same force and effect as original signatures. Customer may also accept this Agreement, any Order, and any DPA incorporated herein through an affirmative electronic acceptance process made available by Screenpipe, provided that the applicable terms are made available to Customer before acceptance. Such acceptance will have the same force and effect as a signature.