Please read these terms and conditions carefully before using Our Service. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”).

If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at:

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

‍DEFINITIONS Capitalized terms have the meaning set forth below or as defined within this Agreement.

Access. Subject to the terms and conditions of this Agreement, Transform hereby grants to Customer, and the Authorized Users on Customer’s behalf, a limited, non-exclusive, non-transferable (except as permitted under Section 11.4), non-sublicensable right during the Term to:

Customer acknowledges and agrees that Transform may update the Services and the Platform from time to time with or without notifying Customer, provided, that any such update does not materially diminish any of the features and functionality previously made available through the Services or Platform. Transform shall use commercially reasonable efforts to ensure that any such updates to not materially degrade the functionality of the Platform or the Services.Restrictions. Customer shall not, and shall procure that its Authorized Users shall not

Customer acknowledges and agrees that:

Support Services. Subject to the terms and conditions of this Agreement, Transform will exercise commercially reasonable effort to:

Professional Services. Where the parties have agreed to Transform’s provision of Professional Services, the details of such Professional Services will be set out in an Order Form or a mutually executed statement of work (“SOW”). The Order Form or SOW, as applicable, will include:

Each Order Form or SOW, as applicable, will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms and conditions of an Order Form or SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Order Form or SOW, as applicable, expressly states that it supersedes specific language in the Agreement.

Change Requests. A party desiring to make a change (the “Requestor”) to the Services in an Order Form or to a Statement of Work must submit a written change request (“Change Request”) to the other party (the “Requestee”). The Requestee will use commercially reasonable efforts to promptly notify the Requestor of its acceptance or rejection of the Change Request, provided that no acceptance will be valid unless the Change Request is mutually signed by both parties. Changes proposed by Transform may include updates or new features to the Services If Customer is the Requestor, Company will use commercially reasonable efforts to advise Customer on the likely impact of the Change Request on the scope or timing of the Services and whether additional costs or fees may be applicable. If either party rejects a Change Request submitted by the other party, this Agreement will remain in effect with no change to the Services or Statement of Work.

This is somFees. The fees for access to the Platform and for the Services are set forth on the Order Form (“Fees”).Late Payments. Payments by Customer that are past due will be subject to interest at the rate of one and one-half percent (1.5%) per month (or, if less, the maximum allowed by applicable law) on that overdue balance. Customer will be responsible for any costs resulting from collection by Transform of any such overdue balance, including, without limitation, reasonable attorneys’ fees and court costs. Transform reserves the right (in addition to any other rights or remedies Transform may have) to suspend Customer and all Authorized Users’ access to the Platform and the Services if any Fees are more than fifteen (15) days overdue until such amounts are paid in full.Taxes. The Fees do not include taxes, duties or charges of any kind. If Transform is required to pay or collect any local, value added, goods and services taxes or any other similar taxes or duties arising out of or related to this Agreement (not including taxes based on Transform’s income), then such taxes and/or duties shall be billed to and paid by Customer.

Withholding Payments. If any applicable law requires Customer to withhold amounts from any payments to Transform hereunder, then Customer will perform such obligations consistent with the provisions of this section. Customer will effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Transform with tax receipts evidencing the payments of such amounts. The sum payable by Customer upon which the deduction or withholding is based will be increased to the extent necessary to ensure that, after such deduction or withholding, Transform receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Transform would have received and retained in the absence of such required deduction or withholding.e text inside of a div block.

Term. This Agreement will begin on the effective date of the first Order Form between the Parties and will continue in full force and effect for as long as any Order Form remains in effect, unless earlier terminated in accordance with the Agreement (the “Term”).

Termination for Breach. Either Party may terminate this Agreement immediately upon notice to the other Party if:

Effect of Termination. Upon the earlier of expiration or termination of this Agreement:

Confidentiality. Definition. Each Party (“Receiving Party”) acknowledges that it may receive from the other Party (“Disclosing Party”) confidential information relating to the Disclosing Party and such confidential information includes, but is not limited to, technical, business, marketing and financial information, and any other information that could reasonably be considered confidential or proprietary (“Confidential Information”). The terms of this Agreement and any Order Form, the Transform Technology, and all technical information relating thereto shall be considered Confidential Information of Transform.

Exceptions. Confidential Information does not include information that:

“Representatives” means a Party’s attorneys, consultants, and subcontractors who have a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.

Lawful Disclosure. Either Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party gives the Disclosing Party reasonable advance notice of such required disclosure and cooperates with the Disclosing Party so that the Disclosing Party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.

Ownership. All Confidential Information disclosed by Disclosing Party shall remain the property of the Disclosing Party. The Disclosing Party reserves all rights in its Confidential Information. Nothing in this Agreement or the disclosures envisaged by this Agreement shall (except for the limited use right above) operate to transfer, or operate as a grant of any Intellectual Property Rights in the Confidential Information.

Data Security. Transform shall maintain reasonable data safeguards and procedures designed to prevent the authorized use or disclosure of Personal Data as required under Applicable Privacy Laws (“Data Safeguards”). During the Term, Transform will maintain physical, administrative and technical security measures designed to maintain the availability, integrity and confidentiality of Personal Data. Transform will periodically archive and back-up of Personal Data in accordance with Transform’s applicable disaster recovery and business continuity procedures and industry standards.

Privacy. Without limiting Customer’s obligations under Sections 2.4, 6.3 and 8.2, each Party shall comply with all Applicable Privacy Laws in the performance of their respective obligations under this Agreement with respect to the processing of Personal Data.

Customer Responsibility for Data and Security. Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of Credentials required in order the access the Platform and the Services. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. Transform is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense.

Data Processing Agreement. Before providing to Transform or enabling Transform to Process any Personal Data that is subject to Applicable Privacy Laws, Customer will enter into a Data Processing Addendum ("DPA") with Transform in the form provided by Transform. If Customer has not entered into such DPA, Customer represents, warrants and covenants that no Personal Data Processed by Transform under this Agreement is subject to Applicable Privacy Laws. Any Personal Data that is subject to Applicable Privacy Laws shall be governed by the DPA and shall not be Confidential Information (defined herein). In the event of a conflict between any provision of the DPA and this Agreement, the provision providing the higher level of privacy or data protection shall govern.

Transform Technology. This Agreement does not grant to Customer any ownership interest in the Transform Technology. The Transform Technology is proprietary to Transform and Transform and/or its licensors have and retain all right, title and interest, including all Intellectual Property Rights therein. Customer acknowledges that any trademarks, trade names, logos, service marks, or symbols adopted by Transform to identify the Platform and the Services belong to Transform and/or its licensors, and that Customer has no rights therein. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Transform Technology, including any right to obtain possession of any source code, data or other technical material relating to the Transform Technology. All rights not expressly granted to Customer are reserved to Transform.

Customer License; Ownership. The Customer Content, and Customer’s Confidential Information, and all worldwide Intellectual Property Rights therein, are the exclusive property of Customer. All rights in and to the Customer Content and Customer’s Confidential Information not expressly granted to Transform in this Agreement are reserved by Customer. Customer grants Transform a non-exclusive, worldwide, royalty-free and fully paid license during the Term to:

Feedback. Customer hereby grants Transform a perpetual, irrevocable, royalty-free and fully paid right to use and otherwise exploit in any manner any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer related to the Transform Technology, including for the purpose of improving and enhancing the Platform and the Services; provided that Customer is not referenced in such use.

Transform Limited Warranty. Transform represents and warrants that the Services will be performed consistent with generally accepted industry practices. Customer must report any deficiencies in the performance of the above warranties to Transform in writing within thirty (30) days of the non-conformance. Provided the Customer has complied with the foregoing, for any breach of the above warranties, Customer’s exclusive remedy, and Transform’s entire liability, will be the re-performance of the Services and if Transform fails to re-perform the Services as warranted, Customer’s sole and exclusive remedy shall be to terminate this Agreement and receive a refund of any pre-paid but unearned Fees prorated on a monthly basis for the remainder of the term of the applicable Order Form.

Customer Warranty. Customer represents and warrants that:

Customer agrees that any use of the Transform Technology contrary to or in violation of the representations and warranties of Customer in Section 8.2 constitutes unauthorized and improper use of the Transform Technology.

Indemnification. By Transform. Transform will defend at its expense any suit brought against Customer, and will pay any settlement Transform makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Platform or the Services infringes such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Platform or Services becomes, or in Transform’s opinion is likely to become, the subject of a claim of infringement (“Infringing Technology”), Transform may, at Transform’s option:

Notwithstanding the foregoing, Transform will have no obligation under this section or otherwise with respect to any infringement claim based upon: (i) any use of the Platform or Services not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Platform or Services in combination with other products, equipment, software or data not supplied by Transform; or (iii) any modification of the Platform or Services by any person other than Transform or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This section states the sole and exclusive remedy of Customer and the entire liability of Transform, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.By Customer. Customer will defend at its expense any suit brought against Transform, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to:

Procedure. The indemnifying Party’s obligations as set forth above are expressly conditioned upon each of the foregoing:

Types of damages. Neither party shall be liable to the other party nor to any third parties for lost profits or lost data or for any indirect, special, consequential, reliance or punitive losses or damages howsoever arising under this agreement or in connection with the transform technology, whether under contract, tort or otherwise, whether foreseeable or not and regardless whether such party has been advised of the possibility that such damages may arise, occur or result. in no event shall transform be liable for procurement costs of substitute products or services.

Amount of damages. Each party’s aggregate cumulative liability for damages for services performed will in no event exceed the amount of fees paid by customer under the applicable order form in the twelve (12) months immediately preceding the event giving rise to the claim.Basis of the bargain. these limitations of liability will apply notwithstanding any failure of essential purpose of any limited remedy. the parties acknowledge that the prices have been set and the agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties. the provisions of this agreement allocate the risks under this agreement between transform and customer. transform’s fees for the services reflects this allocation of risk and the limitation of liability specified herein.

Exclusions. these limitations of liability do not apply to:

Relationship Between the Parties. Transform is an independent contractor; nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the Parties. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Transform. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as employment related taxes. Each Party will maintain appropriate worker’s compensation insurance for its employees as well as general liability insurance.

Non-solicitation. Customer agrees that during the Term of this Agreement, and for one year thereafter, Customer will not either directly or indirectly, solicit or attempt to solicit any employee, independent contractor, or consultant of Transform to terminate his, her or its relationship with Transform in order to become an employee, consultant, or independent contractor to or for any other person or entity.

Injunctive Relief. Customer acknowledges that the Platform and the Services contain valuable Intellectual Property Rights and proprietary information of Transform, that any actual or threatened breach of Sections 2 or 5 will constitute immediate, irreparable harm to Transform for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If Customer continues to use the Platform or the Services after its right to do so has terminated or expired, Transform will be entitled to immediate injunctive relief without the requirement of posting bond.

Export and Import Laws. Customer agrees not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Transform, or any products utilizing such data, in violation of the United States export laws or regulations. Further, each Party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the Services are provided (“Export Laws”) to assure that neither any deliverable, if any, nor any direct product thereof is (1) exported, directly or indirectly, in violation of Export Laws or (2) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical, or biological weapons proliferation. Customer further represents that (i) Customer is not located in 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 and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties. Customer acknowledges and agrees that products, services or technology provided by Transform are subject to the export control laws and regulations of the United States, agrees to comply with these laws and regulations, and agrees that it shall not, without prior U.S. government authorization, export, re-export, or transfer Transform products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, and any assignment or transfer in derogation of the foregoing shall be null and void, provided, however that either Party shall have the right to assign the Agreement, without the prior written consent of the other Party, to the successor entity in the event of merger, corporate reorganization or a sale of all or substantially all of such Party’s assets. This Agreement shall be binding upon the Parties and their respective successors and permitted assigns.

Notices. All notices required or permitted under this Agreement must be delivered in writing, if to Transform, by emailing support@transform.ai and if to Customer by emailing the Customer Point of Contact email address listed on the Order Form, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other Party at the Party’s address as listed on the Order Form by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each Party may change its email address and/or address for receipt of notice by giving notice of such change to the other Party.

Governing Law. The Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of laws or provisions and this Agreement shall not be governed or affected by any version of the Uniform Computer Information Transactions Act enacted in any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The prevailing Party in any action to enforce this Agreement shall be entitled to recover attorneys’ fees, court costs, and other collection expenses. Any action or proceeding arising from or relating to this Agreement will be brought in a federal court in the County of New Castle and each Party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. Notwithstanding the foregoing, nothing shall prevent either Party from seeking relief in any court of competent jurisdiction for any misuse or misappropriating of such Party’s Intellectual Property Rights or Confidential Information.Waivers;

Severability. Any waivers shall be effective only if made by writing signed by representatives authorized to bind the Parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, Customer agrees that Section 10 will remain in effect notwithstanding the unenforceability of any provision in Sections 8 and 9.

Construction. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”Force Majeure. Any delay in the performance of any duties or obligations of either Party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outages any other event beyond the control of such Party, provided that such Party uses reasonable efforts, under the circumstances, to notify the other Party of the circumstances causing the delay and to resume performance as soon as possible.

Entire Agreement; Amendment. This Agreement and any applicable Order Form constitutes the complete agreement between the Parties and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. To the extent that a conflict arises between the terms and conditions of an Order Form or SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Order Form or SOW, as applicable, expressly states that it supersedes specific language in the Agreement. It is expressly agreed that the terms and conditions of this Agreement and any Order Form supersede the terms any of Customer’s purchase order. Neither this Agreement nor an Order Form may be modified or amended except in writing signed by a duly authorized representative of each Party; no other act, document, usage, or custom will be deemed to amend or modify this Agreement or an Order Form.

U.S. Government Restricted Rights. If Customer is a government end user, then this provision also applies to Customer. The software contained within the Platform and the Services and provided in connection with this Agreement has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227- 7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by this Agreement and shall be prohibited except to the extent expressly permitted by this Agreement.