Terms of Service

Effective: May 5, 2026

THESE TERMS OF SERVICE AND ANY ADDITIONAL TERMS REFERENCED HEREIN APPLY TO THE PROVISION OF SERVICES BY FLEXIVITY AI, INC. (“FLEXIVITY”) AND EXCLUSIVELY GOVERN THE LEGAL RELATIONSHIP BETWEEN YOU (THE “CUSTOMER” OR “YOU”) AND FLEXIVITY (THE “AGREEMENT”). BY PURCHASING A PAID SUBSCRIPTION TO THE SERVICES, YOU ALSO AGREE TO BE BOUND BY THE PADDLE BUYER TERMS , AS MAY BE UPDATED FROM TIME TO TIME BY PADDLE. PADDLE IS A RESELLER OF THE SERVICES AND FLEXIVITY IS NOT A PARTY TO THE PADDLE BUYER TERMS.

YOUR ACCESS TO AND USE OF THE SERVICES, AS DEFINED BELOW, IS CONDITIONED UPON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, INCLUDING THE AGREEMENT TO ARBITRATE AND THE CLASS ACTION WAIVER SET FORTH IN SECTION 12, AND THE FLEXIVITY PRIVACY POLICY. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE COMPANY YOU HAVE IDENTIFIED UPON REGISTRATION TO THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS OR DO NOT HAVE SUCH AUTHORITY, YOU MAY NOT USE THE SERVICES.

FLEXIVITY RESERVES THE RIGHT TO MODIFY THIS AGREEMENT AT ANY TIME BY POSTING AN UPDATE TO THE SERVICES OR SENDING AN EMAIL ANNOUNCEMENT TO THE EMAIL ADDRESS USED TO REGISTER FOR THE SERVICES. ANY USE OF THE SERVICES FOLLOWING SUCH UPDATE CONSTITUTES CUSTOMER’S AGREEMENT TO BE BOUND BY THE AGREEMENT AS MODIFIED. NOTWITHSTANDING THE FOREGOING, THE RIGHT TO MODIFY THIS AGREEMENT SHALL NOT INCLUDE THE AGREEMENT TO ARBITRATE AND CLASS ACTION WAIVER SET FORTH IN SECTION 12. NO PART OF THE AGREEMENT TO ARBITRATE AND CLASS ACTION WAIVER MAY BE AMENDED, DISCHARGED, MODIFIED, OR WAIVED EXCEPT IN A WRITING SIGNED BY BOTH PARTIES.

In consideration of the mutual benefits and commitments set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Flexivity and Customer hereby agree as follows:

1. Background

Flexivity has developed a platform that facilitates the incorporation of AI functionality into business application products or services (the “Platform”). The Platform uses proprietary technology to analyze data from certain supported business applications used by Customer (“Customer Systems”) to provide Customer AI capabilities (each an “AI Feature”) in connection with Customer System workflows through a web-based dashboard (the “Cloud Administrative Console”). Each Customer System requires use of a specific Integration associated with such Customer System. Flexivity may also provide Support, if any, with respect to the use of the foregoing (collectively, the “Services”).

2. Definitions

a. “Administrator” means one or more individual Authorized Users authorized by Customer to access and use the Cloud Administrative Console on its behalf.

b. “Applicable Laws” means all applicable federal, state, and local laws, rules, and regulations, including, without limitation, those referenced herein and all import and export restrictions, the Fair Labor Standards Act, any statutes prohibiting discrimination because of race, creed, color, national origin, age, sex, or other prohibited classification, the FTC Act (15 U.S.C. §45(a)), the CAN-SPAM Act of 2003, all state, federal and international laws with respect to privacy and data security, and all state, federal and international laws with respect to artificial intelligence including but not limited to the EU AI Act.

c. “Authorized User” means those Customer personnel or IT Contractors that Customer has authorized to use the Platform on its behalf.

d. “Customer System Provider” means the third-party that makes available the Customer System to you.

e. “Data” means all data, including all text, sound, software, image, or video files that are provided to or submitted to the Customer System by, or on behalf of, Customer (including Users, as defined below) for processing by the Services or that are generated by the Services.

f. “Dispute” means any controversy between you and Flexivity concerning or relating in any respect to the Service or your use thereof, arising under any legal theory including contract, warranty, tort, statute, or regulation.

g. “Documentation” means the information set forth in these docs, as may be updated by Flexivity from time to time, and any other customer support manuals or technical manuals that relate to the Services and Integrations.

h. “Downloadable Components” may include plug-ins, agents, and other components that Customer is required to download in order to utilize an Integration. Downloadable Components include Third-Party Code.

i. “Effective Date” means the date you accept these Terms of Service.

j. “End User” means those third-party companies and associated individuals authorized by Customer to submit Data to and access the functionality of the Integration and the applicable Customer Systems (collectively with Authorized Users, “Users”).

k. “Intellectual Property Rights” means all intellectual property rights including, without limitations, copyrights, trade-secrets, trademarks, trade names, patents, know-how, and other proprietary rights, whether or not registered, and wherever in the world.

l. “IT Contractor” means a third party that Customer authorizes to use or manage the Services or access the Cloud Administrative Console on its behalf that has agreed in writing to be bound by terms and conditions at least as protective of Flexivity as those contained herein.

m. “Integration” means Customer System-specific offerings that may be added to the Platform and include one or more mandatory or optional Downloadable Components. Certain Integrations may be subject to the additional terms and conditions set forth at Additional Terms and incorporated herein by reference (“Additional Terms”). In the event of a conflict between this Agreement and any Additional Terms, the Additional Terms shall control solely with respect to such Integration.

n. “Plan” means the subscription type you have purchased and includes either annual or monthly billing, included Integrations, and Usage Limits, as described on the Billing page.

o. “Support” means assistance, if any, provided by Flexivity to Administrators in connection with the Services and Integrations to help resolve issues, or troubleshoot problems identified by Customer, in accordance with Section 9(c).

p. “Term” has the meaning set forth in Section 7(a).

q. “Third-Party Code” means code, libraries or other open-source components included in the Downloadable Components.

r. “Usage Limits” are those monthly token allowances, data retention windows, and instance limits, described on the Billing page.

3. Access and Licenses

a. Services

Subject to Customer’s compliance with the terms of this Agreement, Flexivity hereby grants Customer a limited, nonexclusive, non-sublicensable (except to IT Contractors), nontransferable license to use the Services during the Term solely for Customer’s internal use.

b. Documentation

Flexivity hereby grants Customer the right to access, use, make a reasonable number of copies, and display the Documentation during the Term solely to facilitate Customer’s internal use of the Services.

c. Limitations on Use of Services and Documentation

The following limitations and restrictions will apply to Customer’s access to and use of the Services:

i. Customer will use the Services in accordance with the Usage Limits. If Customer exceeds the Usage Limits in any Initial Term or Renewal Term, Customer will pay the applicable overage fees (“Overage Fees”), and Flexivity may require you to upgrade to a new Plan.

ii. Customer will not provide access to the Cloud Administrative Console to anyone other than an Administrator.

iii. Customer will not provide access to the Services to any person who is not a User.

iv. Except as expressly permitted hereunder, Customer will not and will not permit or authorize any User or third party to: (A) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas or algorithms of the Platform, or the Cloud Administrative Console; (B) modify, translate, or create derivative works based on the user interface of the Platform or the Cloud Administrative Console or the Documentation, or any portion thereof; (C) copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or allow any lien, security interest on the Services; (D) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (E) hack, manipulate, interfere with, or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to the Services, including the Platform, or technology incorporated therein; or (F) remove, obscure, or alter any proprietary notices or labels of Flexivity, its licensors, or other service providers on the Services, Documentation, or any component thereof.

v. Customer will and will require its Users to use the Services, strictly in accordance with the Documentation.

d. Integrations and Downloadable Components

Subject to Customer’s compliance with the terms of this Agreement, Flexivity grants to Customer a limited, revocable, non-exclusive, non-transferable license to use the Integration and Downloadable Components solely to facilitate the combined use of the Services and the applicable Customer System. Customer’s license to use the Integration and Downloadable Components shall commence on the first date of such combined use and continue until the first of the following occur: (a) the date on which the Integration or Downloadable Component is no longer made generally available by Flexivity to customers; (b) expiration or termination of the Agreement; or (c) expiration or termination of Customer’s entitlement to use the Customer System, including any applicable Customer System Provider API. Customer acknowledges and agrees that in connection with this license to use the Integration and Downloadable Components, notwithstanding anything to the contrary set forth in this Agreement:

i. NEITHER FLEXIVITY NOR THE APPLICABLE CUSTOMER SYSTEM PROVIDER MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT;

ii. NEITHER FLEXIVITY NOR THE APPLICABLE CUSTOMER SYSTEM PROVIDER SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL, OR FOR LOST REVENUES, OR LOST DATA, SYSTEMS OR LOST PROFITS, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND

iii. NEITHER FLEXIVITY NOR THE APPLICABLE CUSTOMER SYSTEM PROVIDER SHALL HAVE ANY LIABILITY TO ANY THIRD PARTY IN CONNECTION WITH YOUR USE OF ANY INTEGRATION OR DOWNLOADABLE COMPONENT.

e. Limitations on Use of Integrations and Downloadable Components

Customer acknowledges and agrees that:

i. Customer will not provide access to the Cloud Administrative Console or Downloadable Components to anyone other than an Administrator.

ii. Customer will not provide access to the functionality of any Integration to any person who is not a User.

iii. Except as expressly permitted hereunder, Customer will not and will not permit or authorize any User or third party to remove, obscure, or alter any proprietary notices or labels of Flexivity, its licensors, or other service providers on any Downloadable Component.

iv. The use of an Integration and associated Downloadable Components requires Customer to: (i) agree to and maintain in effect applicable terms and conditions with the Customer System Provider, which will govern Customer’s use of the Customer System, any applicable Customer System Provider API, and such Customer System Provider’s access to and use of Data generated by the Customer System and the Services; (ii) maintain an active entitlement to use the Customer Systems, including any applicable Customer System Provider API, at all times while using the Integration and Downloadable Components; and (iii) acknowledge that the Customer System, including any applicable Customer System Provider API, are made available by the Customer System Provider, not Flexivity, and, accordingly, Flexivity is not responsible for providing any warranties, indemnities or technical support for such Customer System and is not responsible for Customer’s enablement, access to or use of any Customer System, nor for any damage or loss caused in connection with Customer’s use of any Customer System.

f. Infrastructure

Customer is responsible for obtaining and maintaining all of the appliances, hardware, software, and services that Customer may need to access and use the Services and Third-Party Code. Without limiting the foregoing, Customer must obtain, maintain, and pay all charges, taxes, and other costs and fees related to, internet access, telephone, computer, and other equipment, and any communications or other charges incurred by Customer to access and use the Services.

g. Account Security

Customer is responsible for ensuring that: (i) each Administrator maintains the confidentiality of the password and username that the Administrator uses to access the Cloud Administrative Console, and (ii) each Authorized User maintains the confidentiality of the password and username that the Authorized User uses to log in and connect to the Services. Flexivity is not responsible for unexpected use of the Platform or Cloud Administrative Console whether by IT Contractors, ex-employees, compromised user passwords, or any other misuse of Customer account information. Customer agrees to immediately notify Flexivity of any unauthorized uses of passwords or accounts or any other breach of security with respect to the Services or the Cloud Administrative Console of which it becomes aware. Flexivity will not be liable for any loss or damage arising from Customer’s failure to comply with Customer’s data security obligations or this Section 3(g).

h. Monitoring and Statistical Information

Flexivity may monitor Customer’s and Administrators’ use of the Platform and the Cloud Administrative Console and compile statistical and performance information related to the operation of and provision of access to the Services and Cloud Administrative Console for Flexivity’s internal use and other lawful purposes.

i. Trial License

If you are receiving the Services, and access to any Integration, on a “beta,” “evaluation,” or trial basis, Flexivity hereby grants, and Customer hereby accepts, a limited, revocable, non-exclusive, non-transferable license to use the Services, Downloadable Component, and Documentation solely for internal non-production testing, evaluation, and demonstration purposes by Customer personnel (the “Trial License”), and the terms of this Section 3(i) shall supersede any conflicting terms set forth in this Agreement. The Trial License shall be limited to use by Customer for thirty (30) days, unless otherwise agreed by the parties in writing (the “Trial Period”) and shall be subject to the license restrictions and other Customer requirements set forth in Section 3. Any Trial License granted pursuant to this Section 3(i) may include limited features and functionality and Usage Limits in Flexivity’s sole discretion. Notwithstanding anything to the contrary in a communication between the parties, Flexivity will not and does not grant any right to make production use of the Services of any Integration unless Customer acquires a paid subscription.

j. Compliance with Applicable Laws

Customer represents and warrants to Flexivity that it will comply with all Applicable Laws with respect to its use of the Services and Integrations, including but not limited to its collection, use, and storage of Data and use of AI Features.

4. Data; Data Privacy

a. Ownership; Applicable Laws

As between Customer and Flexivity, Customer owns the Data. Customer will be solely responsible for the accuracy, quality, and completeness of Data and for the submission of Data to Flexivity. Customer acknowledges that the Services are not designed to process personal data, health data, credit card data, consumer financial data, or other sensitive data that may be subject to Applicable Laws. Customer is solely responsible for determining if the Services are appropriate for processing Data in connection with Customer’s intended use.

b. Rights in Data

Customer represents and warrants (a) that it owns or otherwise controls Data that it provides or makes available to Flexivity and that it is explicitly authorized to provide the Data, including data collected from Users, to Flexivity for the purposes described in this Agreement; and (b) that it has obtained, or will obtain prior to providing Data to Flexivity, all necessary and appropriate authorizations, consents, permissions, and rights consistent with Applicable Laws to provide Data to Flexivity for the purposes of performing the Services, including, as applicable, from Users.

c. Data Processor

Subject to Customer complying with the provisions of Sections 4(a) and 4(b) above, Customer appoints Flexivity as its data processor and the parties agree that Customer is data controller in relation to any Data. Flexivity shall comply with the terms of this Agreement and all laws and industry standards applicable to Flexivity’s processing of Data. Flexivity shall process Data only: (a) so far as is necessary to provide the Services as described in this Agreement; and (b) in accordance with Customer’s written instructions from time to time.

d. Transfer

In relation to Data which concerns individuals who are residents of the EU or UK, Customer acknowledges that all such Data will be transferred to the U.S. for processing by Flexivity. Customer represents that it will obtain any consents and approvals required from Users or other data subjects in order to transfer Data to Flexivity in the U.S. and permit Flexivity’s use of Data to perform the Services. For the avoidance of doubt, “process” or “transfer,” for the purposes of this paragraph, include Flexivity or its subprocessors remotely accessing Data from outside the EU or UK.

e. License

Customer hereby grants to Flexivity (i) a non-exclusive, worldwide, royalty-free, fully paid up, sublicensable right and license during the Term to copy, distribute, display, and create derivative works of and use Data to perform Flexivity’s obligations under this Agreement; and (ii) a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid up, sublicensable right and license to use Data solely in an aggregated, de-identified and/or anonymized format such that Customer, Users and individuals whose data is included in the Data are not identified, for the sole purpose of enhancing and improving the Services. Customer reserves any and all right, title, and interest in and to Data other than the licenses expressly granted to Flexivity under this Agreement.

f. Acknowledgement

Customer agrees and acknowledges that it is responsible for ensuring that all Users agree and acknowledge that Flexivity may be required to disclose Data under certain circumstances, such as when required by law, to assist law enforcement, governmental agencies and other authorities, and pursuant to a valid court order or subpoena (“Compelled Disclosures”). Accordingly, Customer agrees and shall require that all Users agree that:

i. Flexivity may implement and maintain an interception capability suitable to comply with and respond to Compelled Disclosures;

ii. Flexivity may implement and maintain a data retention capability for the Services where Flexivity is obliged by law or regulation to ensure that data is retained; and

iii. In complying with and responding to Compelled Disclosures, Flexivity may disclose certain Data to enforcement authorities and rights-holders in connection with the investigation of any suspected or alleged illegal activity by Customer or Users.

g. No Legal Advice

Although Flexivity may provide certain notices to or may seek certain consents from Users, Flexivity does not provide legal advice, and Customer remains solely responsible and solely liable for independently: (i) determining what notices and consents are legally required for Customer and Users to use the Services; and (ii) providing such notices and obtaining such consents.

5. AI Features

a. The Services include AI Features. The AI Features use Data, including but not limited to data, content, or other information input into prompts, chat, and message logs (“Input”), to make predictions, generate content based on patterns in data, and create new content based on such data and computer models. Customer acknowledges that such new content generated by AI Features (“Output”) may produce inaccurate or inappropriate content. It is Customer’s responsibility to evaluate whether any such Outputs are appropriate for Customer’s use case, including whether human review is appropriate before using or sharing such Outputs. Customer acknowledges that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading, or not reflective of recent events or information. The AI Features and Output are not intended to substitute for the services of trained or licensed professionals. The provisions of this Section 5 do not apply to any AI functionality that may be included in a particular Customer System.

b. Outputs are deemed Data under the Agreement and subject to the rights, restrictions, and obligations applicable thereto. Notwithstanding the foregoing, Customer acknowledges and agrees that another Flexivity customer may provide an Input to an AI Feature that results in an Output that is identical or similar to an Output generated for Customer.

c. Customer will not, nor permit Users to: (i) use an AI Feature to develop any models that compete with Flexivity, or its licensors or its third-party LLM providers; or (ii) use any method to extract data, or infer information, from an AI Feature or otherwise attempt to discover underlying components of the AI Feature (e.g., underlying components of models such as model parameters, algorithms, or systems) except to the extent such restrictions are contrary to applicable law. Customer will not modify the intended purpose of an AI Feature, including in such a way that the AI Feature could be classified as high-risk or in violation of Applicable Laws.

d. It is Customer’s responsibility to use the AI Features in compliance with the Anthropic on Amazon Bedrock Commercial Terms of Service.

6. Ownership

a. Ownership

Customer acknowledges and agrees that, as between the parties, Flexivity retains all rights, title, and interest in and to the Services, the Documentation and the Downloadable Component, all improvements, updates, and modifications thereto, all copies or parts thereof (by whomever produced) and all Intellectual Property Rights therein. Except for those rights expressly granted in this Agreement, Flexivity grants no rights and hereby expressly reserves any and all rights in and to the Services.

b. Feedback

Customer or Users may from time to time provide suggestions, comments for enhancements or functionality, or other feedback (“Feedback”) to Flexivity with respect to the Services, the Documentation, or the Downloadable Component. Flexivity will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features, or functionality. Customer hereby grants Flexivity a perpetual, irrevocable, worldwide, royalty-free, fully paid up, transferable, sublicensable license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide, and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.

7. Term, Suspension and Termination

a. Term

The term of this Agreement shall commence on the Effective Date and shall continue until the end of the Trial Period if not cancelled by Customer before the expiration of the Trial Period. For paid subscriptions to the Services and one (1) or more Integrations, the Agreement shall commence on the Effective Date, or date of conversion of a Trial License to a paid subscription and continue for one (1) year or one (1) month thereafter, as indicated in your Plan (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for successive periods equal to the duration of the Initial Term (each a “Renewal Term”, together with the Initial Term, the “Term”), unless either party notifies the other party otherwise, in writing, thirty (30) days prior to the end of the Initial Term or any Renewal Term, or the Agreement is otherwise terminated in accordance with this Section 7.

b. Suspension

Flexivity reserves the right to suspend any and all Services or access to any Data during any period that: (i) Customer is in material breach of the Agreement, or (ii) in the event Customer’s access to and use of the Services or the Customer Content creates a material security vulnerability. Where practicable, Flexivity will give you at least two (2) days’ advance notice of the suspension unless the suspension is made under emergency circumstances. Flexivity may, in its discretion, reinstate access to the Services when the grounds for suspension are cured.

c. Termination

Either party may terminate the Agreement, in whole or in part, if the other party (i) fails to cure any material breach thereof (including a failure to pay fees) within thirty (30) days after written notice; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

d. Effect of Termination

Upon termination of this Agreement, all rights granted to Customer hereunder will immediately terminate and Customer will (i) cease use of the Services and the Integration; and (ii) destroy and delete all copies of the Documentation and Downloadable Components in Customer’s possession. Upon termination of this Agreement, Flexivity may delete all Data and shall have no responsibility to maintain or store any Data on Customer’s behalf.

d. Survival

Upon expiration or termination of this Agreement, this Section 7, and Sections 4(e)(ii), 4(f), 6(b), 8, 10, 11, 12, 13(e), 13(f) and 13(h) will survive.

8. Fees; Payment Terms

a. Fees

In consideration of your access to and use of the Services, the Documentation, and the Downloadable Components, you shall pay the monthly or annual fees set forth in the Plan and any Overage Fees (collectively the “Fees”) in advance on the Effective Date and upon the effective date of each Renewal Term. All Fees are due and payable in U.S. dollars. Flexivity may change the Fees for any Renewal Term by notifying Customer, either through in-product message or by email to the email address used at registration, at least ten (10) days before the end of the then-current Monthly Term or Monthly Renewal Term or at least thirty (30) days before the end of the then-current Annual Term or Annual Renewal Term.

b. Upgrades and Downgrades to Plan

Customer may upgrade their Plan in the manner set forth on the Billing page.

c. No Refunds

All Fees paid by Customer are non-refundable and no refunds will be issued for partial periods of service, downgrades of your Plan, or for unused periods during an active subscription, including in the event of termination of the Agreement or suspension of your access to the Services in accordance with the Agreement.

9. Maintenance, Updates, and Support

a. Maintenance

Customer understands that regular maintenance and backup procedures will cause temporary downtime during which the Services and Integrations cannot be used. There may also be interruptions to the Services or Integrations during non-scheduled maintenance. Flexivity will use reasonable efforts to communicate with Customer about scheduled maintenance.

b. Changes

Flexivity may, but is under no obligation, to implement updates, changes, or improvements, to the Services from time to time, but in no event will such changes materially reduce the functionality of the Services as of the Effective Date. Flexivity will use reasonable efforts to communicate with Customer about planned changes to the Services.

c. Support

Flexivity may, but is under no obligation to, provide Support. Any Support will be provided through electronic mail or other method made available to Customer by Flexivity.

10. Warranties; Indemnities

a. THE SERVICES, DOCUMENTATION, INTEGRATIONS, DOWNLOADABLE COMPONENTS AND ANY AI FEATURES, AND OUTPUT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER FLEXIVITY NOR ITS LICENSORS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FLEXIVITY DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES FLEXIVITY WARRANT THAT IT WILL REVIEW ANY CUSTOMER CONTENT FOR ACCURACY. FLEXIVITY SHALL NOT BE LIABLE FOR THE RESULTS OF ANY COMMUNICATIONS SENT OR ANY COMMUNICATIONS THAT FAILED TO BE SENT USING THE SERVICES. FLEXIVITY SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, ERRORS IN TRANSMISSION, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, UNAUTHORIZED THIRD-PARTY ACCESS, CUSTOMER SYSTEMS, OR OTHER SYSTEMS, OR CAUSES OUTSIDE THE REASONABLE CONTROL OF FLEXIVITY. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

b. Indemnification by Customer

Customer shall indemnify, defend, and hold harmless Flexivity and Flexivity’s officers, directors, employees, agents, licensors and Customer System Providers (each a “Flexivity Indemnitee”) from and against any and all losses, damages, liabilities, costs, and expenses including, without limitation, reasonable attorneys’ fees and disbursements incurred by a Flexivity Indemnitee for any claim or action between such Flexivity Indemnitee and any third party arising out of or related to Customer’s use of the Services or an Integration.

11. Limitation of Liability

a. Disclaimer of Consequential Damages

IN NO EVENT WILL FLEXIVITY BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR LOSS OF DATA HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT FLEXIVITY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

b. Liability Cap

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, FLEXIVITY’S TOTAL POSSIBLE LIABILITY TO THE CUSTOMER OR OTHERS ARISING FROM OR IN RELATION TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, SHALL BE LIMITED TO THE TOTAL FEES PAID BY CUSTOMER TO FLEXIVITY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY. THIS LIMITATION WILL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE.

c. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO DAMAGES ARISING FROM DEATH OR PERSONAL INJURY IN ANY JURISDICTION WHERE SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW. IN NO EVENT WILL FLEXIVITY BE LIABLE FOR THE COST OF PROCUREMENT OR REPLACEMENT OF SUBSTITUTE SERVICES.

d. Independent Allocations of Risk

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

12. Dispute Resolution

a. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts applicable to agreements entered into and performed within the Commonwealth of Massachusetts, and without regard to its conflict of laws principles.

b. Agreement to Arbitrate Disputes; Class Action Waiver

The parties irrevocably agree to resolve any Dispute only on an individual basis, through arbitration pursuant to the provisions of this Section 12. The parties hereby expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or any other proceeding in which any party acts or proposes to act in a representative capacity in connection with any Dispute.

c. Informal Dispute Resolution

The parties will use commercially reasonable efforts to resolve Disputes. Prior to initiating arbitration proceedings, each party will provide written notice of the Dispute to the other party, including a description of the Dispute, what efforts have been made to resolve it, and what the disputing party is requesting as resolution.

d. Arbitration Procedure

Disputes not resolved pursuant to Section 12(c) will be resolved through arbitration. Notwithstanding any other statute of limitations, any Dispute must be noticed for arbitration within one (1) year of when it could first be filed, or such claim will be permanently barred. The American Arbitration Association (“AAA”) will conduct any arbitration under its Commercial Arbitration Rules. Arbitration hearings will take place in Boston, Massachusetts. A single arbitrator will be appointed and will issue a written decision including the reasons for the award. The arbitrator may award damages, declaratory or injunctive relief, and costs (including reasonable attorneys’ fees). The existence or substance of any arbitration proceeding and any arbitration award shall be confidential. Any arbitration award may be enforced (such as through a judgment) in any court of competent jurisdiction.

e. Enforceability

If this agreement to arbitrate or class action waiver is found to be illegal or unenforceable as to all or some parts of a Dispute, then those parts will not be arbitrated but will be resolved in court, with the balance resolved through arbitration. If any provision of this Section 12 is found to be illegal or unenforceable, then that provision will be severed; however, the remaining provisions will still apply and will be interpreted to achieve the original intent of this Section 12, inclusive of the severed provision.

13. General Provisions

a. Assignment

Customer may not assign this Agreement or assign or delegate its rights or obligations under this Agreement without Flexivity’s prior written consent; provided, however, Customer may assign this Agreement to an acquirer of or successor to all or substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise, with notice to Flexivity. Any assignment or attempted assignment by either party otherwise than in accordance with this Section 13(a) will be null and void.

b. Subcontracting

Flexivity reserves the right to subcontract its obligations herein to third-party organizations. Flexivity also reserves the right to change service subcontractors without notice.

c. Integration; No Waiver

Both parties agree this Agreement and any attachments or policies referenced herein, are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. This Agreement takes precedence over any conflicting provisions in any document on the Flexivity website or the Cloud Administrative Console, including, without limitation, any Services description, or Flexivity Support Services terms. Customer agrees that its purchase of the Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Flexivity regarding future functionality or features.

d. Independent Contractors

No agency, partnership, joint venture, or employment is created as a result of this Agreement, and a party does not have any authority of any kind to bind the other party in any respect whatsoever; provided that the parties do not intend the foregoing to restrict Flexivity from performing its obligations under this Agreement.

e. Notices

All notices under this Agreement from Customer to Flexivity will be in writing and sent to Flexivity AI, Inc., 160 Alewife Brook Pkwy #1464, Cambridge, MA 02138 and contact@flexivity.ai and will be deemed to have been duly given when received, if personally delivered; when receipt is confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Flexivity may provide notices by email to the email address provided upon sign-up for the Services.

f. Publicity

Each party agrees that it will not, without the prior written consent of the other, issue a press release regarding their business relationship. Flexivity may reference Customer and the relationship between Flexivity and Customer in Flexivity’s marketing collateral, website, and other promotional and marketing materials.

g. Force Majeure

Under no circumstances shall either party be held liable for any delay or failure in performance (except for delay in payment) resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation: acts of God; internet failures, computer failures, or other telecommunication equipment failures; loss of data; pandemics, endemics, epidemics, or outbreaks; fires, floods, storms, or other natural catastrophes; explosions; wars, invasions, or hostilities (whether war is declared or not); terrorist threats or acts; strikes, riots, or other civil unrest; government order or law; stoppages or slowdowns of labor or materials; shortage of adequate power or transportation facilities; or non-performance of third parties.

h. No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.