Master Subscription Agreement

1. Aurasell Services

1. Orders. Customer’s access to and use of the Services will be purchased pursuant to one or more Orders. Each Order will identify the specific Platform Services, applicable Subscription Term, Fees and, as applicable, usage restrictions for Customer’s use and deployment of the Platform Services (e.g., limits on AI queries, license tiers, and other applicable usage limitations). As specified in the Order, Aurasell may provide Additional Services in connection with Customer’s use of the Platform Services.
2. Access and Use. During the Subscription Term, subject to Customer’s compliance with the terms of this Agreement, Customer may access and use the Platform Services (including Insights Data contained therein) only for Customer’s internal business purposes in accordance with the Documentation, this Agreement, and any usage limitations set forth in the Order. If, as part of the Platform Services, Aurasell provides any software components (e.g., plugins or desktop components) to Customer for download, installation and execution on Customer’s networks and systems, Aurasell hereby grants Customer a limited, non-exclusive, non-sublicensable right to install and use such software components solely in connection with Customer’s use of the Platform Services.  Aurasell further grants Customer a limited, non-exclusive, non-sublicensable right to use and make a limited number of copies of the Documentation solely for Customer’s internal business purposes in connection with Customer’s use of the Platform Services.
3. Support Services. During the Subscription Term, Aurasell will use commercially reasonable efforts to provide the applicable Platform Services in a manner that minimizes errors and interruptions in accessing the Platform Services, including by providing Updates that Aurasell generally makes available to its other customers free-of-charge.
4. Trials. Customer may receive access to Platform Services on a Trial basis. Trials are optional and either party may terminate a Trial at any time for any reason. Trials may be inoperable, incomplete, or include features that Aurasell may never release, and their features and performance information are Aurasell’s Confidential Information. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, AURASELL PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS, AND ITS LIABILITY FOR TRIALS WILL NOT EXCEED US $50.

2. Customer Responsibilities

1. Users. Customer will not make available the Platform Services to any person or entity other than Users. Each User must keep any passwords or similar access credentials for the Platform Services confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their account (excluding misuse of any access credentials). Customer will promptly notify Aurasell if it becomes aware of any unauthorized access to or use of the Platform Services.
2. Customer Content. Customer is responsible for its Customer Content, including its content and accuracy, and will comply with applicable Laws when collecting and providing any Customer Content and using the Services. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Aurasell to use the Customer Content to provide the Services (including via AI Features, as described in Section 3 (AI Features) below) and exercise the rights granted to it in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Content. If Customer enables the use of Third-Party Platforms as part of its use of the Platform Services, Customer Content includes any materials imported from a Customer-controlled account on a Third-Party Platform as described in Section 2.4 (Third-Party Platforms).
3. Compliance. Customer may be able to make phone calls or send text SMS messages, including marketing messages, to customers or prospective customers through an automatic telephone dialing system feature on the Platform Services. Customer is solely responsible for ensuring that all such outreach conducted via the Platform Services is conducted in compliance with all applicable Laws, which expressly includes the U.S. Telephone Consumer Protection Act of 1991 (TCPA) and similar marketing and telemarketing Laws in other jurisdictions. Without limiting the foregoing, Customer will ensure that (a) Customer has provided all necessary notices and obtained all necessary consents for all outreach conducted via the Platform Services, including but not limited to prior express written consent for marketing messages and notification that recipients may be interacting with an AI Features, (b) Customer will not conduct any outreach with customers or prospective customers that have opted out of receiving such communications, (c) customer outreach will not include any false or deceptive advertising, and (d) Customer will not include any sensitive information in any outreach and other customer communications via the Platform Services.
4. Third-Party Platforms. The Platform Services may support integration with Third-Party Platforms. Use of any Third-Party Platforms integrated with or made available through the Platform Services is subject to the terms provided by the provider of the Third-Party Platform and not this Agreement. Aurasell does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Platform Services or how the Third-Party Platforms or their providers use Customer Content. By enabling a Third-Party Platform to interact with the Platform Services, Customer authorizes Aurasell to access and exchange Customer Content with such Third-Party Platform on Customer’s behalf.
5. Insights Data. The Platform Services may make Insights Data available to Customer. Insights Data is made available by Aurasell and its third-party licensors. Insights Data may be used for Customer’s internal business purposes only and displayed solely within the Platform Services. Customer shall not export, replicate, commercialize, or distribute Insights Data outside of the Platform Services. For clarity, the foregoing does not prevent Customer from using business contact information in customer outreach (including via Customer’s own email systems), but Customer is prohibited from bulk downloads or creating a competitive or replacement database using the Insights Data.
6. Restrictions. Customer will not (and will not permit anyone else to), directly or indirectly, do any of the following: (a) provide access to, distribute, sell, or sublicense the Platform Services, Documentation, or related processes, configurations, or technology provided by or on behalf of Aurasell to a third party (other than Users); (b) use the Platform Services to develop a similar or competing product or service or to provide products or services to a third party; (c) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Platform Services, except to the extent such a restriction is not permitted under applicable Law (and then only with prior notice to Aurasell); (d) modify or create derivative works of the Platform Services or copy any element of the Platform Services; (e) remove or obscure any proprietary notices in the Platform Services; (f) publish benchmarks or performance information about the Platform Services; (g) interfere with the operation of the Platform Services, circumvent any access restrictions, or conduct any security or vulnerability test of the Platform Services; (h) transmit any viruses or other harmful materials to the Platform Services; (i) take any action that risks harm to others or to the security, availability, or integrity of the Platform Services; or (j) access or use the Platform Services (including all Output and any Insights Data) in a manner that violates any applicable Law.

3. AI Features

1. General. The Platform Services use and implement AI Features as described in the applicable Documentation. By using the Platform Services, Customer consents to the use of such AI Features (including Customer Content being processed by and through such AI Features). For clarity, Customer Content includes (a) Inputs and (b) to the extent permitted by applicable law, including applicable U.S. and international copyright law, Outputs. Output expressly excludes any Insights Data.
2. AI Commitment. Aurasell is committed to ethical, responsible and fair practices with respect to the use and implementation of AI Features in the Platform Services in accordance with industry standards. Aurasell has implemented internal processes and policies, including an AI governance program, designed to monitor and audit Aurasell’s use of AI Features for fairness, bias-mitigation, accuracy and precision.
3. AI Disclaimer. Due to the nature of artificial intelligence and machine learning, information generated by AI Features (including Output) may be incorrect or inaccurate. Product features in the Platform Services that include AI Features are not human and are not a substitute for human oversight. Outputs of AI Features may include inaccuracies, biases, errors, “hallucinations” or similar mistakes. Customer (and its Users) are solely responsible for verifying the accuracy, security and reliability of the output of AI Features. Customer’s use of the Output is solely at its own risk, and requires appropriate professional, technical and subject matter review when used in Customer’s business.
4. Third-Party AI Providers. For clarity, the AI Features use AI models that are provided by third-party AI providers (such as those from OpenAI, Anthropic, or Google) to provide agentic features, content generation, completion, or assistance capabilities. Customer acknowledges that: (a) Aurasell’s ability to provide AI Features depends on these third-party services; and (b) changes to third-party AI services may affect the functionality or availability of AI Features.
5. Configuration of Third-Party AI Features. Unless Customer expressly agrees to otherwise in writing, AI Features in the Aurasell Platform provided by third-party AI providers will be configured under a “zero retention” model, and will opt-out of using Customer’s Input and Outputs for training the applicable underlying generative AI model.

4. Fees and Taxes

1. Fees. Customer will pay the fees for the Services set forth in each Order (“Fees”). All Fees will be paid in U.S. dollars unless otherwise provided in the Order. Fees are invoiced as described on the schedule in the Order. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. Fees for Renewal Terms are at Aurasell’s then-current rates, regardless of any discounted pricing in a prior Order. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All Fees are non-refundable except as may be set out in expressly in this Agreement (e.g., the exclusive remedies in Section 5.3 or Section 11.5).
2. Taxes. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Aurasell’s income tax. Fees are exclusive of all taxes.

5. Warranties and Disclaimers

1. Mutual Warranties.  Each Party represents and warrants that: (a) it has the corporate authority to enter into this Agreement, to grant the rights granted by it under the Agreement, and to perform its obligations under the Agreement; and (b) it will comply with all Laws as they apply to its obligations under the Agreement.
2. Performance Warranty. Aurasell warrants to Customer that (a) the Platform Services will perform materially as described in its Documentation and Aurasell will not materially decrease the overall functionality of the Platform Services during the Subscription Term, and (b) the Support Services and Additional Services (if any) will be performed in a professional and workmanlike manner.
3. Exclusive Remedy. If Aurasell breaches the warranty set forth in Section 5.2 and Customer makes a reasonably detailed warranty claim in the manner required by Aurasell within 30 days of discovering such breach, then Aurasell will use reasonable efforts to correct the non-conformity. If Aurasell cannot do so within 30 days of receipt of Customer’s warranty claim, either party may terminate the Agreement as it relates to the non-conforming Services. Aurasell will then refund to Customer any pre-paid, unused Fees for the terminated portion of the Subscription Term. THIS SECTION 5.3 SETS FORTH CUSTOMER’S EXCLUSIVE REMEDY AND AURASELL’S ENTIRE LIABILITY FOR BREACH OF THE WARRANTY SET FORTH IN SECTION 5.2.  The warranty set forth in Section 5.2 does not apply to: (a) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party Platforms or other third-party systems, or to Insights Data; (c) use of the applicable Service other than according to the Documentation; or (d) Trials or other free or evaluation use of the Services.
4. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.2, THE PLATFORM SERVICES, ADDITIONAL SERVICES, SUPPORT SERVICES, OUTPUT, INSIGHTS DATA AND ALL OTHER AURASELL SERVICES ARE PROVIDED ON AN “AS IS” OR AS AVAILABLE BASIS. AURASELL, ON ITS OWN BEHALF (AND ON BEHALF OF ITS THIRD-PARTY AI PROVIDERS, SUPPLIERS AND LICENSORS) MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. AURASELL DOES NOT WARRANT THAT CUSTOMER’S ACCESS TO AND USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AURASELL WILL REVIEW OUTPUT AND INSIGHTS DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER CONTENT WITHOUT LOSS. AURASELL IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE AURASELL’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. Without limiting the foregoing, Customer acknowledges and agrees that: (a) the Services, Output and Insights Data are not professional advice; (b) Customer is responsible for independently evaluating the Output and Insights Data and any other information Customer receives from the Services; (c) Output may not be unique and other users of the Services may receive output from the Services that is similar or identical to the Output (and, notwithstanding anything to the contrary, such similar or identical output will not be understood to be Output hereunder), and (d) Aurasell may receive the same information or data from Customer as the Insights Data provided by Aurasell’s licensors, and nothing in this Agreement will be understood to restrict (and Aurasell may use without restriction) any information or data provided to Aurasell by Customer or its Users that is or was also received by Aurasell from a source other than Customer.

6. Subscription Term and Termination

1. Term. Unless earlier terminated in accordance with the terms of this Agreement, the “Initial Subscription Term” of this Agreement will be as set forth on the Order. Thereafter, unless this Agreement terminates earlier in accordance with the terms of this Agreement, this Agreement will automatically renew for additional successive one-year periods (“Renewal Terms” and the Initial Subscription Term and any Renewal Terms, collectively, the “Subscription Term”), unless either party gives the other party notice of non-renewal at least 60 days before the end of the Initial Subscription Term or applicable Renewal Term. If no Renewal Term is specified in the Order, then the Subscription Term of this Agreement will end at the conclusion of the Initial Subscription Term.
2. Termination. Either party may terminate this Agreement (including the Order) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
3. Effect of Termination. Following expiration or earlier termination of this Agreement, Aurasell will retain Customer Content for a period of at least 30 days and, if requested by Customer, enable the download or export of Customer Content in a commercially standard file format. For clarity, such right does not include the right to download and retain Insights Data. After this period, Aurasell will delete Customer Content in accordance with its data deletion policies and applicable law, unless otherwise agreed in writing by the parties.
4. Suspension of Service. Aurasell may immediately suspend Customer’s access to any or all of the Platform Services if: (a) Customer breaches Section 2.3 (Compliance) or Section 2.6 (Restrictions); (b) Customer’s account is 30 days or more overdue; (c) changes to Laws or new Laws require that Aurasell suspend the Platform Services or otherwise may impose additional liability on the part of Aurasell; or (d) Customer’s actions risk harm to any of Aurasell’s other customers or the security, availability, or integrity of any of the Platform Services. Where practicable, Aurasell will use reasonable efforts to provide Customer with prior notice of the suspension (email is sufficient), but Customer expressly acknowledges and agrees that prior notice of suspension may not be feasible for imminent security threats or other emergency circumstances. If the issue that led to the suspension is resolved, Aurasell will restore Customer’s access to the applicable Platform Services.
5. Survival. These Sections survive expiration or termination of this Agreement: Section 4 (Fees and Taxes) (with respect to any Fees accrued or payable as of the effective date of expiration or termination), Section 5.3 (Exclusive Remedy), Section 5.4 (Disclaimers), Section 6.3 (Effect of Termination), this Section 6.5 (Survival), Section 7 (Intellectual Property), Section 8 (Confidentiality), Section 10 (Limitations of Liability), Section 11 (Indemnification), and Section 12 (General Terms), together with Section 12.15 (Definitions) and any other provisions of this Agreement to the extent necessary to give effect to the foregoing surviving provisions. Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

7. Intellectual Property

1. Aurasell Materials. As between the Parties, Aurasell owns and retains all rights, title and interest in and to the Aurasell Materials, including all intellectual property rights contained therein or related thereto. Except for the limited rights expressly set forth in this Agreement, Aurasell reserves all rights to the Aurasell Materials.
2. Customer Content.  As between the Parties, Customer owns and retains all rights, title and interest in and to the Customer Content, including all intellectual property rights contained therein or related thereto.  Customer hereby grants Aurasell a limited right and license, during the Subscription Term, to copy, display, modify and use the Customer Content as needed to provide and maintain the Services (including via AI Features and using hosted cloud environments pursuant to Section 9 (Security Measures)) and to generate Usage Data in accordance with Section 7.6 (Usage Data).
3. Insights Data. As between the Parties, Aurasell and/or its respective third-party licensors own and retain all rights, title and interest in and to the Insights Data, including all intellectual property rights contained therein or related thereto.
4. Feedback. To the extent Customer provides Aurasell with feedback (including suggestions and comments for enhancements or functionality) regarding the Aurasell Materials, Output (including underlying datasets), or Aurasell’s products, services, or other technology (“Feedback”), Aurasell has (a) sole discretion to determine whether and how to proceed with Feedback and (b) the full and unrestricted right to use or incorporate Feedback into any of its products, services, technology, or other materials.
5. Additional Services. The parties acknowledge and agree that the Additional Services are provided solely to facilitate Customer's access to and use of the Platform Services, and are not engaged as "work made for hire," bespoke development, or custom deliverables for Customer.
6. Usage Data. Aurasell may collect, generate, and derive aggregated and anonymized data from Customer's use of the Platform Services, including statistical and benchmarking data, metadata, telemetry usage patterns, and performance metrics, provided that such data does not identify Customer, any individual, or any specific client or project ("Usage Data"). As between the parties, Aurasell owns all right, title, and interest in and to the Usage Data. Aurasell may use Usage Data during and after the Subscription Term for any lawful business purpose, including to analyze, improve, and enhance the Platform Services.

8. Confidentiality

1. Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Aurasell’s Confidential Information includes the terms and conditions of this Agreement, Insights Data, and the Aurasell Materials (including any technical or performance information).
2. Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 8 and they are bound by written agreements (or, in the case of professional advisers like attorneys and accountants, ethical duties) imposing confidentiality and non-use obligations no less protective than this Section 8.
3. Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party or its representatives; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations to Discloser; or (d) it independently developed without using or referencing Confidential Information.
4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 8, without necessity of posting a bond or proving actual damages.
5. Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

9. Security Measures

Aurasell implements and will maintain commercially reasonable technical, administrative and physical safeguards designed to protect the safety, security and integrity of Platform Services, as well as the Customer Content, including those information security measures set forth in Aurasell’s online trust center located at aurasell.ai/trust (the “Security Measures”).  Aurasell may update its Security Measures from time-to-time during the term of the Agreement, provided that Aurasell will not diminish or materially decrease the Security Measures as of the Effective Date. Upon Customer’s request, no more than once per calendar quarter during the Subscription Term, Aurasell will provide Customer with a copy of its then-current SOC II Type 2 audit report or similar certifications. Customer acknowledges and agrees that the Platform Services utilize a hosted compute environment, and as such, Customer Content, including Inputs and Outputs, will be stored and processed in Aurasell’s cloud infrastructure (including cloud services provided by Aurasell third-party cloud providers). Aurasell will process personal data included in the Customer Content in accordance with the Aurasell Privacy Policy available at aurasell.ai/privacy-policy. If Customer determines that its use of the Services requires the parties to enter into a data processing addendum or similar data protection agreement (a “DPA”), the parties will enter into Aurasell’s standard DPA, a copy of which is available upon request. Aurasell’s current subprocessor list is included in the DPA. If Aurasell becomes aware of any confirmed or reasonably suspected unauthorized access to, use of, or disclosure of Customer Content (a “Security Breach”), Aurasell shall promptly (i) notify Customer of the Security Breach, and (ii) cooperate with the Customer’s investigation, analysis, notification and mitigation activities in connection with such Security Breach.

10. Limitations of Liability

1. Consequential Damages Waiver. EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS (AS DEFINED BELOW) NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.
2. Liability Cap. EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSOR’S) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO AURASELL PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT (THE “BASE LIABILITY CAP”).
3. Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Section 2.3 (Compliance) or Section 2.6 (Restrictions); (b) either party’s breach of Section 8 (Confidentiality) (but excluding claims relating to a Security Breach); (c) amounts payable to third parties under the indemnifying party’s obligations in Section 11 (Indemnification); (d) a party’s fraud, gross negligence or willful misconduct; or (e) Aurasell’s material breach of its obligations set forth in Section 9 (Security Measures) or the DPA (if applicable) that results in a Security Breach, provided that Aurasell’s total liability for any damages arising out of a Security Breach will not exceed two (2) times the Base Liability Cap.
4. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 10 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

11. Indemnification

1. Indemnification by Aurasell. Aurasell will defend Customer from and against any third-party claim to the extent alleging that the Platform Services, when used by Customer in accordance with this Agreement, infringes or misappropriates a third-party’s U.S. patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees) or agreed in a settlement by Aurasell resulting from the claim.
2. Indemnification by Customer. Customer will indemnify, hold harmless, and, at Aurasell’s request, defend Aurasell from and against any third-party claim, including any damages and costs awarded against Aurasell (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim, to the extent resulting from Customer Content, Customer’s breach or alleged breach of Section 2.3 (Compliance) or Section 2.6 (Restrictions), or Customer’s use of Output.
3. Procedures. The indemnifying party’s obligations in this Section 11 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Platform Services, when Aurasell is the indemnifying party).
4. Exceptions.  Aurasell’s obligations in Section 11.1 do not apply: (a) to infringement or misappropriation resulting from Customer’s modification of Aurasell Materials or use of Aurasell Materials in combination with items not provided by Aurasell (including Third-Party Platforms); (b) to unauthorized use of the Aurasell Materials; (c) if Customer settles or makes any admissions about a claim without Aurasell’s prior consent; or (d) to Trials or other free or evaluation use.
5. Exclusive Remedy. In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as Aurasell determines necessary to avoid material liability, Aurasell may at its option: (a) procure rights for Customer’s continued use of the applicable Platform Services; (b) replace or modify the allegedly infringing portion of the applicable Platform Services to avoid infringement or misappropriation without reducing such Platform Services’ overall functionality; or (c) terminate this Agreement and refund to Customer any pre-paid, unused Fees for the terminated portion of the Subscription Term. THE INDEMNIFICATION IN SECTION 11.1 AND THIS SECTION 11.5 SET FORTH CUSTOMER’S EXCLUSIVE REMEDY AND AURASELL’S ENTIRE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

12. General Terms

1. Publicity. Aurasell may include Customer and its trademarks in Aurasell’s customer lists and promotional materials, but will cease further use at Customer’s written request.
2. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its voting securities or assets to which this Agreement relates to the other party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
3. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of New York, U.S.A. without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in New York, New York and both parties submit to the personal jurisdiction of those courts.
4. Notices. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing to 234 7th Ave., San Mateo, CA 94401 or contracts@aurasell.ai if to Aurasell or to the address or email address specified on the Order if to Customer, and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); (c) one day after dispatch if by a commercial overnight delivery service; or (d) upon the earlier of the receipt of a confirmation email or one day after sending if by email. Either party may update its address with notice to the other party pursuant to this Section 12.4. Aurasell may also send operational notices to Customer by email or through the Service.
5. Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
6. Amendments. Any amendments, modifications, or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Aurasell. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Aurasell; any of these Customer documents are for administrative purposes only and have no legal effect.
7. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, such invalidity will not affect the remainder of this Agreement, and the invalid, illegal, or unenforceable provision will be replaced by a valid provision that has as near as possible an effect to that of the invalid, illegal, or unenforceable provision as is reasonably practicable without such replacement provision risking similar invalidity, illegality, or unenforceability.
8. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster.
9. Subcontractors. Aurasell may use subprocessors, third-party AI providers, cloud service providers and similar subcontractors and permit them to exercise Aurasell’s rights, but Aurasell remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
10. Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.
11. Export. Customer will comply with all relevant U.S. and foreign export and import Laws in using any Services. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.
12. Open Source. The Services may incorporate third-party open source software (“OSS”), including as listed in the Documentation or otherwise disclosed by Aurasell in writing. To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis instead of this Agreement.
13. Government End-Users. Elements of the Services may include commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.
14. Conflicts in Interpretation. If there are inconsistencies or conflicts between the terms of any Order and this Agreement, the terms of the Order will control to the extent of the conflict.
15. Definitions.  Capitalized terms not otherwise defined herein will have the following meanings:

“Additional Services” shall mean training, configuration, or other similar services provided by Aurasell for the Platform Services as detailed in an Order.

“AI Features” means artificial intelligence and machine learning technologies, including algorithms, toolsets, generative capabilities, language models, predictive analytic features, and similar technologies. AI Features may include both those AI Features that are proprietary to Aurasell, as well as those provided by third-party AI providers.

“Aurasell Materials” shall mean the Platform Services, Support Services, Additional Services, together with all underlying technical information, content, dashboards, techniques, ideas, methods, processes, mathematical formulas, software, interfaces, utilities, data, documents, designs, user interfaces, know-how, intellectual property, information or materials of any kind (regardless of form), and any improvement, modification or other derivative works thereof.  

“Customer Content” means any data, software, documents, content, graphs, analysis or information of any kind, uploaded to, submitted to, or provided to the Platform Services by Customer or on Customer’s behalf, or otherwise made available by Customer to Aurasell in connection with the Services.

“Documentation” means Aurasell’s then-current version of Aurasell’s standard technical documentation and usage guidelines.

“Inputs” are prompts, inputs and other content submitted by Customer into any AI Features included in the Platform Services.

“Insights Data” means certain data available via the Platform Services pertaining to go-to-market activities and insights, including business contact details, technographic or firmographic data, related biographical details, or other related data sourced through the Platform Services.

“Law” means all relevant local, state, federal or international laws, regulations and conventions, including those related to data privacy or data transfer, international communications, or export of data.

“Order” means any separate ordering document governing Customer’s use of the Services (whether via an online ordering mechanism, separate written order form or similar ordering document).

“Outputs” are Customer’s bespoke, generative results of Input submitted into the AI Features included in the Platform Services.

“Platform Services” means: (a) Aurasell’s proprietary, web-based service offering providing go-to-market insights, tools and resources and powered by AI Features, including those features and modules of the Aurasell Platform specifically identified in the applicable Order; (b) the Documentation; (c) any Updates made available by Aurasell under this Agreement; and (d) any software components and/or device side technology made available to Customer for installation and use in connection with the Aurasell Platform (if any).

“Services” which means, collectively, Customer’s access to and use of the Platform Services and receipt of any Support Services or Additional Services.

“Support Services” means Aurasell’s provision of technical support to Users for issues and questions arising from the operation of the Platform Services as described in Section 1.3.

“Trial” means any free or trial access to the Platform Services, or any other alpha, beta, or early access offering made available by Aurasell to Customer.

“Third-Party Platforms” means third-party platforms, add-ons, services, or products not provided by Aurasell that integrate with the Platform Services. A list of Aurasell’s then-current integrations for Third-Party Platforms are available at aurasell.ai/integrations.

“Updates” shall mean any new releases, fixes, improvements, updates to the Platform Services made available by Aurasell as part of the Support Services from time-to-time, as determined by Aurasell in its sole discretion.

“User” means an employee or contractor of Customer that Customer allows to use the applicable Platform Services on Customer’s behalf, using the mechanisms designated by Aurasell.