End User License Agreement

LEVEL AI END USER TERMS OF SERVICE

These Level AI End User Terms of Service (“End User Terms”) are between Ujwal, Inc., a Delaware corporation doing business as Level AI, having its principal place of business located at 444 Castro Street, Suite 305, Mountain View, CA 94041 (“Level AI”), and the end user (“End User”) identified in the applicable written agreement (“Sales Agreement”) between End User and an authorized distributor or reseller (“Distributor”) of Level AI’s SaaS services, professional services, and/or support services (collectively, the “Level AI Services”). By signing or electronically accepting a Sales Agreement that references these End User Terms, Customer accepts this these End User Terms and agrees to its terms and conditions. These End User Terms are pre-signed by Level AI and are effective upon the effective date of the first such Sales Agreement (“Effective Date”). Level AI and End User may be referred to individually as a “Party” and collectively as the “Parties.”

1. Restrictions and Responsibilities.
   1. End User will not, directly or indirectly: reverse engineer, decompile, or disassemble the Level AI Services or any software, documentation or data related to the Level AI Services (collectively, “Software”); modify or create derivative works based on the Level AI Services or any Software (except to the extent expressly permitted by Level AI); use the Level AI Services or any Software for timesharing or subscription services for the benefit of a third party; remove any proprietary notices or labels; or access the Level AI Services for competitive purposes. With respect to any Software that is distributed or provided to End User for use on End User’s premises or devices, Level AI hereby grants End User and its authorized users a non-exclusive, non-transferable, non-sublicensable license to use such Software during the term of the applicable Sales Agreement only in connection with the Level AI Services.
   2. End User will: (i) be responsible for its authorized users’ compliance with these End User Terms; (ii) be responsible for the accuracy, quality, legality, and means by which End User acquired End User Data, except to the extent that such End User Data was first collected by or generated by Level AI; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Level AI Services; (iv) be responsible for maintaining the security of its equipment and account credentials (including but not limited to administrative and user passwords); and (v) use the Level AI Services only in compliance with all applicable laws, regulations, and Level AI’s standard published policies then in effect. Level AI may monitor End User’s use of the Level AI Services and prohibit any use of the Level AI Services it reasonably believes to be in violation of the foregoing.
2. Confidentiality; Proprietary Rights.
   1. A Party that receives Confidential Information (the “Receiving Party”) of the other Party (the “Disclosing Party”) under these End User Terms agrees to take reasonable precautions to protect such Confidential Information and to not disclose such Confidential Information to any third party or use any of the Confidential Information, except for the purpose of performing the Receiving Party’s obligations hereunder or exercising the Receiving Party’s rights hereunder, provided that such third party is bound by confidentiality provisions at least as restrictive as the provisions in these End User Terms. “Confidential Information” means information about the Disclosing Party’s business affairs, products, services, trade secrets, pricing, third-party confidential information and other sensitive or proprietary information. Upon termination of these End User Terms, the Receiving Party shall, upon the Disclosing Party’s request, destroy or return, all Confidential Information in its possession.
   2. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, regulation, court order, or other legal process, provided that: (i) the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure, to the extent permitted by law; (ii) the Receiving Party cooperates with the Disclosing Party’s reasonable efforts to limit such disclosure or to obtain a protective order; and (iii) any disclosure is limited to only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
   3. Confidential Information does not include information that: (i) was rightfully in the Receiving Party’s possession or known to it prior to receipt of the information under these End User Terms; (ii) is or has become generally available to the public through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the Receiving Party.
3. Data; Proprietary Rights.
   1. End User owns and retains all right, title, and interest in data and information provided by End User to Level AI or otherwise collected or received by Level AI on behalf of End User to enable the provision of the Level AI Services (“End User Data”). End User hereby grants to Level AI a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and use and display the End User Data solely to the extent necessary for Level AI to provide the Level AI Services to End User. Level AI shall own and retain all right, title and interest in and to (i) the Level AI Services and Software, all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with professional services or support services, and (iii) all intellectual property rights related to any of the foregoing.
   2. Notwithstanding anything to the contrary in this Agreement, Level AI may monitor End User’s and third parties’ use of the Level AI Services and collect and compile Aggregated Statistics. “Aggregated Statistics” means data and information related to such use, that is used by Level AI in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Level AI Services. For the avoidance of doubt, Aggregated Statistics do not include any information subject to individual privacy rights such as personal information, personal data, and personal health information or any information that could be used to identify End User, End User’s customers, or End User’s authorized users. As between Level AI and End User, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Level AI and Level AI may use and disclose Aggregated Statistics to the extent permitted under applicable law.
   3. To the extent Level AI creates any End User-specific instances of its artificial intelligence models, Level AI shall delete such models upon expiration or termination of the Agreement. Level AI represents that it has used commercially reasonable efforts to ensure that its artificial intelligence models are not subject to inappropriate bias.
   4. Level AI shall implement and maintain appropriate technical and organizational measures to protect End User Data from unauthorized or unlawful processing, accidental loss, destruction, or damage (the “Data Safeguarding Requirement”).
4. Term.
   1. Subject to earlier termination as provided below, these End User Terms commence on the Effective Date and continue until the expiration or termination of all Sales Agreements (the “Term”).
5. Warranty Disclaimer.
   1. LEVEL AI DOES NOT WARRANT THAT THE LEVEL AI SERVICES WILL INTEROPERATE WITH ANY THIRD-PARTY SERVICES OR WILL BE UNINTERRUPTED OR ERROR FREE. LEVEL AI DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE LEVEL AI SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, LEVEL AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6. Indemnity.
   1. Level AI shall indemnify, defend, and hold harmless End User from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”) incurred by End User resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”): (i) that the Level AI Services, or any use of the Level AI Services in accordance with these End User Terms, infringes or misappropriates such third party’s intellectual property rights (an “IP Claim”); (ii) arising out of Level AI’s breach of its confidentiality obligations under these End User Terms; (iii) arising out of Level AI’s breach of the Data Safeguarding Requirement; (iv) arising out of Level AI’s violation of applicable laws or regulations in connection with the performance of the Level AI Services; and (v) arising out of Level AI’s gross negligence or willful misconduct. The foregoing obligations do not apply to an IP Claim to the extent that the alleged infringement arises from: (A) End User’s use of the Level AI Services in combination with data, software, hardware, equipment, or technology not provided by Level AI or authorized by Level AI in writing; (B) modifications to the Level AI Services made or authorized by End User; or (C) End User Data (collectively, the “IP Exclusions”). If, due to an IP Claim, the Level AI Services are held by a court of competent jurisdiction to be or are believed by Level AI to be infringing, Level AI may, at its option and expense (a) replace or modify the Level AI Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for End User a license to continue using the Level AI Services, or (c) if neither of the foregoing is commercially reasonable, terminate these End User Terms.
   2. End User shall indemnify, defend, and hold harmless Level AI from and against any and all Losses incurred by Level AI resulting from any Third-Party Claim: (i) that the End User Data, or any use of the End User Data in accordance with these End User Terms, violates a third party’s privacy rights; (ii) arising out of End User’s breach of Section 1 (Restrictions and Responsibilities); and (iii) of infringement arising from the IP Exclusions.
   3. The indemnitee shall promptly notify the indemnitor in writing of any claim, action, or proceeding for which indemnification is sought under these End User Terms and allow the indemnitor to control the defense and settlement of the claim, provided that no settlement that imposes any liability or obligation on the indemnitee shall be made without the indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. Failure to give prompt notice shall not relieve the indemnitor of its indemnification obligations except to the extent that the indemnitor is materially prejudiced by such failure.
7. Limitation of Liability.
   1. EXCEPT FOR THE EXCLUSIONS (AS DEFINED BELOW), NEITHER PARTY NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE END USER TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY END USER TO DISTRIBUTOR UNDER THE APPLICABLE SALES AGREEMENT FOR THE LEVEL AI SERVICES IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. “EXCLUSIONS” MEANS, EACH PARTY’S INDEMNIFICATION OBLIGATIONS, A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS HEREUNDER, END USER’S BREACH OF SECTION 1 (RESTRICTIONS AND RESPONSIBILITIES); AND LEVEL AI’S BREACH OF THE DATA SAFEGUARDING REQUIREMENT. WITH RESPECT TO THE EXCLUSIONS, NEITHER PARTY NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES SHALL BE RESPONSIBLE OR LIABILE FOR AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THREE-TIMES (3X) THE FEES PAID BY END USER TO DISTRIBUTOR UNDER THE APPLICABLE SALES AGREEMENT FOR THE LEVEL AI SERVICES IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
   2. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF LIABILITY WILL APPLY TO A PARTY’S GROSS NEGLIGENCE, A PARTY’S WILLFUL MISCONDUCT, END USER’S OBLIGATION TO PAY FEES, OR LEVEL AI’S INDEMNIFICATION OBLIGATIONS FOR IP CLAIMS.
8. Miscellaneous.
   1. Level AI reserves the right to make modifications to the Level AI Services, provided that such modifications do not materially decrease the overall security or functionality of the Level AI Services. If any provision of these End User Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these End User Terms will otherwise remain in full force and effect and enforceable. These End User Terms are not assignable, transferable or sublicensable, except with the other Party’s prior written consent, provided that either Party may assign these End User Terms without consent to any successor entity resulting from a change of control, merger, consolidation, or sale of all or substantially all of its assets. These End User Terms are the complete and exclusive statement of the mutual understanding of the Parties and supersede all previous written and oral agreements, communications and other understandings relating to the subject matter of these End User Terms. All amendments, waivers, and modifications must be in writing signed by both Parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these End User Terms and neither Party has authority to bind the other Party in any respect whatsoever. Neither Party shall be liable for any failure or delay in performing its obligations under these End User Terms due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, natural disasters, governmental actions, or failure of third-party suppliers, provided that the affected Party uses reasonable efforts to mitigate the effects of such force majeure event. In any action or proceeding to enforce rights under these End User Terms, the prevailing Party will be entitled to recover costs and attorneys’ fees. All notices under these End User Terms must be in writing, delivered to the notice addresses set forth on the signature page below (for Level AI), and to the notice addresses in the Sales Agreement (for End User), and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; 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. These End User Terms shall be governed by the laws of the State of California without regard to its conflict of laws provision. Any dispute, claim or controversy arising out of or relating to these End User Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Santa Clara County, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

IN WITNESS WHEREOF, the Level AI has executed these Level AI End User Terms of Service as of the Effective Date.