Terms of use

These Terms of Use (these "Terms") are a legally binding agreement between the party accepting these Terms as set forth in this paragraph ("Customer") and Archetype AI Inc. ("Archetype") and apply to Customer's use of the Archetype services described on an Order Form (as defined below) or otherwise made available to Customer, including, as applicable and without limitation, any Archetype services made available via hosted platforms, APIs, or otherwise (collectively, the "Services").

PLEASE READ THESE TERMS CAREFULLY. WHEN CUSTOMER CLICKS "ACCEPT," CHECKS A BOX, ENTERS INTO AN ORDER FORM, OR OTHERWISE ACCESSES OR USES THE SERVICES, CUSTOMER IS AGREEING TO BE BOUND BY THESE TERMS. IF CUSTOMER DOES NOT AGREE WITH ANY OF THESE TERMS, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.

Customer may access or use the Services by entering into an order form or other written documentation with Archetype (an "Order Form"). If Customer enters into an Order Form, the terms, conditions, guidelines, policies, and/or rules included in or incorporated by reference into such Order Form ("Supplemental Terms") will, in addition to these Terms, govern Customer's access and use of the Services. Such Supplemental Terms become part of Customer's agreement with Archetype, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

Archetype may make changes to these Terms. If Archetype makes changes, Archetype may provide Customer with notice of such changes, such as by sending an email, providing a notice through the Services, or otherwise. Unless Archetype says otherwise in its notice, the amended Terms will be effective immediately, and Customer's continued use of the Services after Archetype provides such notice will confirm Customer's acceptance of the changes. If Customer does not agree to the amended Terms, Customer must immediately stop using the Services. Any changes to these Terms will not apply to any dispute between Customer and Archetype arising prior to the date on which Archetype posted the updated Terms incorporating such changes or otherwise notified Customer of such changes.

THE SERVICES

Right to Use

Subject to Customer's compliance with the terms and conditions of these Terms, Archetype grants Customer a limited, non-exclusive, revocable right to use the Services solely for Customer's internal business purposes on a device that Customer owns or controls. Customer may not:

• Resell, transfer, assign, or sublicense Customer's rights under these Terms to any third party
• Use the Services to provide services for the benefit of any third party

Third-Party Providers

Certain Services or features thereof may rely on, interoperate with, or otherwise utilize or leverage products and/or services provided by third parties (such services, "Third-Party Services" and the providers of such services, "Third-Party Service Providers").

Customer is solely responsible and liable for complying with all terms, conditions and policies imposed by Third-Party Service Providers on Third-Party Services ("Third-Party Terms"). Archetype is not, and will not be deemed to be, a party to any Third-Party Terms, all of which are exclusively between Customer and the applicable Third-Party Service Provider(s).

Archetype does not make any warranties or guarantees with respect to Third-Party Services, including the performance or continued availability of Third-Party Services and Archetype may (either itself or as required by the Third-Party Service Provider) limit or cease providing interoperation with any or all Third-Party Services (and, as a consequence, certain or all features of the Services may be limited or ceased) without entitling Customer to any refund, credit, or other compensation if, for example and without limitation, the Third-Party Service Provider ceases to make the Third-Party Service available for interoperation or use with the Services in a manner acceptable to us. Moreover, the performance of Third-Party Services (and Third-Party Service Providers) is outside Archetype's control.

ARCHETYPE WILL NOT BE LIABLE FOR, AND ARCHETYPE EXPRESSLY DISCLAIMS, ANY LIABILITY FOR LOSSES, COSTS, OR EXPENSES TO THE EXTENT CAUSED BY ANY THIRD-PARTY SERVICES OR THIRD-PARTY SERVICE PROVIDERS OR FOR CUSTOMER'S COMPLIANCE (OR NON-COMPLIANCE) WITH ANY APPLICABLE THIRD-PARTY TERMS, EACH OF WHICH ARE CUSTOMER'S EXCLUSIVE RESPONSIBILITY AND LIABILITY.

Modifications; Support

Notwithstanding anything to the contrary in these Terms:

• Archetype may conduct maintenance on the Services from time to time without prior notice to Customer
• Archetype may modify features of the Services from time to time at Archetype's sole discretion

Except as expressly set forth in an Order Form:

• Archetype will not be required to provide any support with respect to the Services
• No service levels, uptime requirements, or other performance standards, obligations, or requirements will apply to the Services

ELIGIBILITY AND ACCOUNTS

Authorization

Customer represents and warrants that:

• Customer is validly existing and in good standing under the laws of the place of its establishment or incorporation
• Customer has full corporate power and authority to execute, deliver and perform its obligations under these Terms
• The person entering into these Terms on Customer's behalf has been duly authorized and empowered to enter into these Terms
• These Terms are valid, binding and enforceable against Customer and all Customer Personnel (as defined below) in accordance with their terms

Jurisdiction

Customer may only use the Services in jurisdictions authorized by Archetype. The Services are not intended to subject Archetype to any non-United States jurisdiction or law.

Customer represents and warrants that neither Customer nor any Customer personnel using the Services ("Customer Personnel"):

• Is located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a "terrorist supporting" country
• Is on any of the U.S. government lists of restricted end users

Use and Sharing

The Services are provided to Customer only for Customer's internal business use and not for the benefit or use of any third party. Archetype may enable Customer to designate authorized Customer Personnel to use the Services, and if so, only such Customer Personnel may use the Services.

Access Credentials

Customer may be required to create an account to use the Services. Customer is responsible for:

• Use of the Services by Customer and Customer Personnel
• Their respective access to Services accounts
• All acts and omissions through Services accounts
• Use of the Services by any third party through Services access credentials of Customer or any Customer Personnel, whether authorized or not

Customer is solely responsible for implementing and maintaining security measures to safeguard Customer's and Customer Personnel's access credentials and to prevent use and disclosure of such credentials by unauthorized third parties. Customer will promptly notify Archetype in writing of any unauthorized use of the Services or access credentials that comes to Customer's attention.

Archetype has no obligation to inquire about the authority of anyone using the account access credentials of Customer or any Customer Personnel.

ARCHETYPE WILL NOT BE LIABLE FOR, AND ARCHETYPE EXPRESSLY DISCLAIMS, ANY LIABILITY FOR LOSSES, COSTS, OR EXPENSES CAUSED BY ANY UNAUTHORIZED USE OF THE SERVICES THROUGH CUSTOMER'S ACCOUNT.

CUSTOMER OBLIGATIONS

Customer Systems

Customer is solely responsible for obtaining and maintaining, at Customer's expense, all of the necessary hardware, software, systems, and technology (collectively, "Customer Systems") required for Customer to use, and Archetype to provide, the Services.

Without limiting the foregoing, Customer will timely grant Archetype access to all Customer Systems and Customer Data (as defined below) as reasonably necessary for Archetype to provide the Services (including, without limitation, any of the foregoing that are reasonably necessary for Archetype to implement and maintain technological integrations between the Customer Systems, Customer Data, and Archetype software, systems, technology, and data to provide the Services).

Without limiting the disclaimers in Section 10 (Disclaimers), Customer is solely responsible and liable for all Customer Systems.

Restrictions

Customer agrees that the Services contain trade secrets and other valuable proprietary information belonging to Archetype. Customer will not, and will ensure that Customer Personnel do not:

• Alter, copy, modify, translate, or make derivative works of, or permit the alteration, copying, modification, translation, or making derivative works of, the Services or any component thereof
• Attempt to derive the source code or object code for the Services, including by reverse engineering, decompiling, disassembling, or similar means
• Seek to acquire any ownership interest in or to the Services
• License, offer, sell, resell, transfer, lease, or otherwise distribute the Services or attempt any of the foregoing
• Remove, alter, or obfuscate any copyright, trademark, or other proprietary rights notices included with the Services
• Access or use the Services in order to design, develop, or build a similar product or competitive product
• Exceed any Archetype limitations with respect to use of the Services (including, without limitation, any limitations set forth on an Order Form) or otherwise use the Services for any purpose other than Customer's internal business purposes
• Enable access to the Services by anyone not authorized to use the Services
• Develop any scripts or software applications that interact with or integrate with the Services unless first authorized in writing by Archetype
• Circumvent or modify any security technologies designed to prevent unauthorized access to the Services
• Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Archetype without Archetype's express written consent
• Use any meta-tags or any other "hidden text" utilizing any of Archetype's names, trademarks, or service marks without the express written consent of Archetype

Acceptable Use

Customer will not use the Services, and will ensure that no Customer Personnel uses the Services, to:

• Infringe on, violate, dilute, or misappropriate the intellectual property rights, rights of publicity, privacy rights, or other rights of any person
• Engage in any fraudulent, unlawful, or abusive activities
• Store, send, or post defamatory, inflammatory, trade libelous, threatening, abusive, hateful, harassing, obscene, pornographic, or indecent content or data
• Interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services or Archetype provision of services to other customers
• Attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information stored on or in connection with the Services
• Upload or transmit any content that constitutes unsolicited or unauthorized advertising promotional materials, commercial activities, or any other form of solicitation

CUSTOMER DATA

Ownership

Customer owns and retains all right, title, and interest in and to information, data, content, and/or files transmitted, uploaded, or stored in association with Customer's and Customer Personnel's use of the Services, including personal information ("Customer Data"), including all intellectual property rights therein.

Customer acknowledges and agrees that Customer (not Archetype) has control over Customer Data stored by operation of the Services and that Archetype is not responsible for performing, and is not liable for failing to perform, any back-up of any Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, security, and appropriateness of all Customer Data.

Use of Customer Data

Subject to Section 4.5 (No Training), Customer hereby grants Archetype and its affiliates a worldwide, royalty-free, fully paid, transferable, assignable, sublicensable (through multiple tiers), perpetual, and irrevocable license to collect, host, use, access, view, store, copy, display, create derivative works of, delete, and otherwise process Customer Data (including providing Customer Data to applicable Third-Party Service Providers and others) and Output (as defined below) to:

• Provide, support, monitor, analyze, and improve the Services and improve Archetype's other products and services
• Communicate with Customer about its account and its Customer Personnel's accounts
• Comply with Applicable Laws, including court orders, subpoenas, and requests or requirements for information made by regulatory or investigatory entities
• Prevent fraud or misuse of the Services
• Perform market research
• Conduct product research and improvement and development of products and services by Archetype
• For any other lawful purpose

Subject to Section 4.5 (No Training), Archetype may expand its use of Customer Data in its discretion if not precluded by Applicable Laws. Archetype will not be required to transmit or provide Customer or any third party with Customer Data in any format except as required by Applicable Laws.

Rights in Customer Data

Customer represents and warrants to Archetype that Customer has the rights, licenses, and permissions necessary to grant the license and use rights in Section 4.2 (Use of Customer Data) and to otherwise provide Customer Data to Archetype for use by Archetype as contemplated by these Terms and the use of the Services by Customer and Customer Personnel.

Customer is solely responsible for the content, accuracy, integrity, quality, and legality of Customer Data and for ensuring that it has given all notices and disclosures, and obtained all consents and permissions, necessary for:

• Customer and Customer Personnel to use the Services (including, without limitation, to send any communications or other information or materials via the Services)
• Customer's collection, use and disclosure of Customer Data
• Archetype to collect, use, and disclose Customer Data

Customer will not and will ensure that Customer Personnel do not include in Customer Data or otherwise upload, post, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property rights without first obtaining the permission of the owner of such rights.

Compliance with Laws

Customer will comply with all applicable local, state, national, and foreign laws in connection with Customer's use of the Services ("Applicable Laws").

Customer acknowledges that the Services, including any and all system hardware, system software, technical data, know-how, or other data or information obtained from Archetype ("Archetype Systems") may be subject to the import and/or export control laws of one or more countries and, accordingly, their import, export, re-export, and transfer may be restricted or prohibited.

Customer agrees not to, and agrees to cause all Customer Personnel not to, directly or indirectly, import, export, re-export, transfer, or cause to be imported, exported, re-exported, or transferred, any such Archetype Systems to any destination, entity, or persons prohibited or restricted under any law or regulation, unless Customer has first obtained prior written consent Archetype and any applicable governmental entity, either in writing or as provided by applicable regulation, as the same may be amended from time to time.

No Training

Notwithstanding the rights granted in Section 4.2 (Use of Customer Data), Archetype will not use Customer Data to train Archetype's proprietary "Newton" machine learning model provided in connection with the Services (the "Archetype Model") without Customer's prior written consent.

FEES AND PAYMENT TERMS

General

Customer will pay Archetype the fees:

• Charged on the Archetype website
• Charged on an Order Form, and/or
• That have otherwise been charged by Archetype for the Services (the "Fees"), as applicable

Archetype may, in its sole discretion and at any time, modify any Fees.

Payment

Customer will pay all Fees by:

• Check
• Bank wire transfer in immediately available funds to an account designated by Archetype, or
• Credit or debit card via an authorized payment processor

If by credit or debit card, Customer authorizes Archetype (or its payment processor) to charge Customer's credit or debit card number provided to Archetype and represents and warrants that Customer is authorized to use and have Fees charged to that credit or debit card.

Unless otherwise set forth in an Order Form or as communicated in writing by Archetype, all payments pursuant to these Terms:

• Are nonrefundable
• Will be made in U.S. Dollars
• Are exclusive of taxes and duties, which will be paid solely by Customer (other than taxes based on Archetype's net income)

All Fees are payable without setoff, counterclaim, deduction, recoupment, or withholding of any kind for amounts owed or purportedly owed by Archetype under these Terms, Applicable Laws, or otherwise. The terms of payment specified herein may be subject to Archetype's approval of Customer's credit, and Archetype may at any time revise the specified terms of payment to require payment in advance.

Authorization

If applicable, Customer authorizes Archetype to maintain Customer's account information and charge Customer's designated payment method in its account (the "Designated Payment Method") as permitted in these Terms and as otherwise disclosed to Customer, including, without limitation, in connection with any subscriptions to the Services. Customer represents and warrants that it is authorized to use and have Fees charged to the Designated Payment Method.

Effect of Non-Payment

If Customer fails to pay any Fees or other amounts due and owing, Archetype may, without limiting its rights or remedies at law, in equity, or under these Terms (each of which Archetype expressly reserves):

• Automatically charge the Designated Payment Method
• Impose a finance charge on any outstanding balances
• Suspend or terminate Customer's account or Customer's access to the Services, and/or
• Impose additional fees and/or charges, including, without limitation, reinstatement fees if Customer's account or Customer's access to the Services has been suspended or terminated

Customer will reimburse Archetype for all costs and expenses associated with any of the foregoing, including, without limitation, attorneys' fees and costs of collection.

INTELLECTUAL PROPERTY RIGHTS

Ownership by Archetype

Subject to the use rights granted under these Terms, as between the parties, Archetype owns and retains all right, title, and interest in and to the Services (including, without limitation, the Archetype Model) and any improvements, modifications, enhancements, or derivatives of the foregoing, all work product (including any software) and deliverables created (including, without limitation, Fine-Tuned Models (as defined below)), and all intellectual property rights relating to any of the foregoing (collectively, "Archetype IP").

These Terms do not convey to Customer any rights of ownership in or related to any Archetype IP. Except for the rights expressly granted in these Terms, no other rights are granted to Customer in, to, or under Archetype's intellectual property rights, whether by implication, estoppel, waiver, or otherwise, and Customer hereby assigns to Archetype any and all rights, title and interest in and to any and all Archetype IP that Customer may acquire.

Usage Data

Notwithstanding anything to the contrary in these Terms, Customer agrees that Archetype may generate, collect, store, use, transfer, and/or disclose to third parties information gathered, prepared, computed, originated, or stored by Archetype resulting from the use or provision of the Services, including information derived from or based on Customer Data ("Usage Data"):

• To perform data analytics
• To monitor, improve, and support the Services
• To design, develop, and offer Archetype products and services, and/or
• For any other lawful purpose

Archetype owns and retains all rights to Usage Data, and no rights are granted to Customer, whether by implication, estoppel, waiver, or otherwise in or to any Usage Data. Archetype has no obligation to provide or make any Usage Data available to Customer.

AI Tools

Use of AI Tools

Certain features of the Services use artificial intelligence models, tools, and other technology (collectively, "AI Tools") to generate suggested text, information, results, images, and other materials (collectively, "Output") in response to Customer Data ("Input").

Input is considered Customer Data under these Terms, and as between Customer and Archetype, Customer owns all right, title, and interest in and to any Input.

The AI Tools may include artificial intelligence and other tools and technologies provided by third parties, and Customer acknowledges and agrees that:

• Customer's use of the AI Tools may involve access to Inputs and Outputs by Archetype and/or such third parties and that such access may be occur pursuant to agreements Customer enters into with those third parties, rather than or in addition to these Terms
• Such tools and technologies are Third-Party Services and the providers thereof are Third-Party Service Providers and, as such, are subject to the terms and disclaimers in Sections 1.2 (Third-Party Providers) and 10 (Disclaimers)
• Customer consents and authorizes Archetype to share any information Customer provides to Archetype with such third parties

IP Rights in Output

To the extent protectable under Applicable Laws, subject to the rights granted to Archetype under these Terms, Customer owns all rights, title and interest in and to all Output. Customer understands that due to the nature of the AI Tools, Output may not be unique, and it is possible that the AI Tools may generate the same or similar Output for other users if the Inputs are similar.

Reliability of Output

CUSTOMER ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES ARE RAPIDLY EVOLVING AND MAY PRODUCE OUTPUT THAT IS INACCURATE, UNRELIABLE, INAPPROPRIATE, INFRINGING, OR OTHERWISE UNSUITABLE OR THAT DOES NOT MEET CUSTOMER'S EXPECTATIONS.

Fine-Tuned Models

Customer may use the Services (including, without limitation, AI Tools) to generate fine-tuned models that have been specifically trained on Customer Data ("Fine-Tuned Models").

Archetype retains all rights, title and interest in and to such Fine-Tuned Models and may freely use such Fine-Tuned Models without restriction or compensation to Customer; provided that:

• Customer may internally use Fine-Tuned Models while Customer has access to the Services under these Terms (and these Terms have not expired or been terminated)
• Archetype will not make available any Fine-Tuned Models to third parties

Restrictions

Without limiting the other restrictions or provisions of these Terms, Customer agrees not to use the AI Tools or resulting Output in a manner that may infringe upon or violate the rights of any third party or violate any Applicable Laws, and Customer acknowledges and agrees that:

• Customer is solely responsible for vetting and evaluating the accuracy, appropriateness, legality, and suitability for Customer's use of any Output before using it, including evaluating whether such use will infringe upon or violate the rights of others
• Customer assumes all risk associated with Customer's use of AI Tools and the resulting Output
• Archetype will have no liability for such use

Additional Acknowledgement

Customer also acknowledges and agrees that third parties who provide any artificial intelligence technologies used to provide the AI Tools may access and use Input and Output to train, improve, and develop such technologies and for other research and development purposes.

TERM, TERMINATION, AND SUSPENSION

Term

The term of these Terms commences on Customer's acceptance of these Terms (whether via a click-through purchase or by entering into an Order Form) and, unless either party terminates Customer's access to the Services as set forth in this Section 7, continues until the expiration or termination of the stated term:

• On Archetype's website in connection with Customer's purchase
• On the Order Form, or
• Otherwise communicated by Archetype

Termination

Non-Renewal

If automatic renewal applies, either party may terminate Customer's access to the Services (and, therefore, these Terms) by issuing written notice of non-renewal at least 30 days prior to the expiration of the then-current term.

Termination for Cause

Either party may terminate Customer's access to the Services (and, therefore, these Terms) upon written notice to the other party:

• If such other party commits a material breach of these Terms and fails to cure such breach within 30 days of having received noticed of the breach, or
• Immediately if the other party becomes insolvent, makes an assignment for the benefit of its creditors, appoints a receiver for the whole or part of its assets, if there is a filing of voluntary bankruptcy petition by such other party or the filing against such other party of an involuntary bankruptcy petition that is not stayed or dismissed within 60 days, or there is an issuance of any order or the passing of a resolution for the winding-up of such other party's business

Termination for Convenience

If Customer is not subject to an Order Form, then Customer may terminate Customer's access to the Services (and, therefore, these Terms) by notifying Archetype in writing or by closing Customer's account.

Unless expressly set forth in an Order Form, Archetype may terminate Customer's access to the Services at any time by notifying Customer in writing (with email notice being sufficient) or by disabling or terminating Customer's account (with or without notice).

Suspension of Services

Without limiting Archetype's rights or remedies in these Terms, Archetype may suspend or limit access to the Services at any time:

• If Archetype determines or reasonably suspects that Customer is using the Services in violation of Applicable Laws or in connection with any fraudulent activity
• If Archetype reasonably determines that Customer's use of the Services adversely affects or interferes with the normal operation of the Services or any service to others
• If Archetype is prohibited by an order of a court or other governmental agency from providing the Services
• If Archetype reasonably believes there exists a security incident that threatens the security of the Services, Customer Data, or any data of others, or
• For any other reason in Archetype's reasonable discretion

ARCHETYPE WILL HAVE NO LIABILITY FOR ANY DAMAGES, LIABILITIES, OR LOSSES AS A RESULT OF ANY SUSPENSION OR LIMITATION OF CUSTOMER'S USE OF THE SERVICES IN ACCORDANCE WITH THIS SECTION.

Effect of Expiration or Termination

Upon any expiration or termination of these Terms:

• All unpaid Fees (including any Fees payable for the remainder of Customer's subscription to the Services) will become immediately due and payable
• No refunds will be given on early termination, including any refunds for any pre-paid amounts, regardless of the reason for such termination
• All rights granted to Customer under these Terms and Archetype's obligations will immediately cease
• Customer will stop accessing or using the Services

The following provisions will survive: Sections 3.2 (Restrictions), 4.1 (Ownership), 4.2 (Use of Customer Data), 5 (Fees and Payment Terms), 6 (Intellectual Property Rights), 7.5 (Effect of Expiration or Termination), 8 (Confidentiality), 9 (Indemnification), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Arbitration) and 13 (General Provisions).

CONFIDENTIALITY

Protection

Customer may be exposed to or receive certain information that is not generally known to the public and is marked as confidential or proprietary, or which, under the circumstances ought to be treated as confidential ("Confidential Information"). Customer agrees that if Customer is exposed to or receives Confidential Information, Customer:

• Will protect Confidential Information from unauthorized disclosure using at least a commercially reasonable degree of care
• Will not disclose Confidential Information to any third party
• Will not use the Confidential Information for any purpose

Return

After any expiration or termination of these Terms, or at any time upon request from Archetype, Customer will immediately return or destroy (at Archetype's sole direction) all materials or media containing any Confidential Information, including all copies thereof, and will certify in writing to Archetype that all such Confidential Information has been returned or destroyed.

Injunctive Relief

Customer expressly acknowledges and agrees that no adequate remedy exists at law for an actual or threatened breach of this Section 8 and that in such event Archetype will be entitled to seek and obtain immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

Feedback

Customer may from time to time voluntarily provide suggestions, enhancements, recommendations, requests for features or functionality, comments, or other feedback to Archetype regarding Archetype and/or the Services ("Feedback"). Feedback, even if designated as "confidential" or "proprietary" by Customer, will not create any confidentiality or other obligation for Archetype, and Customer hereby assigns to Archetype all rights (including intellectual property rights), title and interest in and to such Feedback. All Feedback is Confidential Information.

INDEMNIFICATION

Customer will indemnify and hold Archetype and its affiliates, and its and their officers, employees, and agents harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising from or in connection with:

• Customer's access to or use of the Services
• Customer Data
• Customer's breach or alleged breach of these Terms, and/or
• Customer's infringement, misappropriation, or violation of any intellectual property rights, rights of publicity, privacy rights, or other rights of a third party (each, an "Indemnifiable Claim")

Additionally, Customer will, at Archetype's sole election, defend Archetype from any Indemnifiable Claims. If Archetype directs Customer to defend an Indemnifiable Claim, then:

• Archetype has the right to approve the counsel Customer select to defend the Indemnifiable Claim
• Archetype may also have its own counsel participate in the defense and settlement of the Indemnifiable Claim at Customer's expense

Archetype may also exclusively retain control of the defense of an Indemnifiable Claim. Customer will not settle an Indemnifiable Claim without Archetype's written consent.

DISCLAIMERS

THE SERVICES ARE PROVIDED "AS IS," AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ARCHETYPE HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND THIRD-PARTY SERVICE PROVIDERS, WHETHER STATUTORY, EXPRESS, IMPLIED, OR THROUGH A COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ARCHETYPE DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.

ARCHETYPE MAKES NO WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION OR RESULTS OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES OR CONCLUSIONS DRAWN THEREFROM AND CUSTOMER ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR ACTIONS TAKEN OR DECISIONS MADE (OR NOT TAKEN OR MADE) AS A RESULT OF CUSTOMER'S USE OF THE SERVICES OR ANY INFORMATION, RESULTS, OR OUTPUT PROVIDED, OBTAINED, OR DERIVED THROUGH THE USE OF THE SERVICES OR CONCLUSIONS DRAWN THEREFROM, INCLUDING, WITHOUT LIMITATION, ANY USE OR MODIFICATION OF ANY CUSTOMER PRODUCTS, SERVICES, OR OTHER TECHNOLOGY IN CONNECTION WITH ARCHETYPE'S PROVISION OF THE SERVICES.

ARCHETYPE DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED ACCESS, USE, OR RELEASE OF ANY OF CUSTOMER DATA.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL:

A. Archetype or any of its service providers be liable to Customer or any third party for:

• Personal injury
• Property damage
• Error or interruption of use
• Loss, inaccuracy, or corruption of data
• Cover
• Lost profits or revenue
• Loss of business, or
• Any consequential, indirect, special, exemplary, punitive, or incidental damages

Regardless of the form in which the action is brought (including negligence), arising out of or relating to the relationship between the parties (including these Terms), including the use or inability to use the Services, whether or not Archetype has been advised of the possibility of any such damages.

B. Archetype's total liability under these Terms, regardless of legal theory (including negligence), exceed, in the aggregate for all claims, the greater of:

• The amount Customer paid to use the Services in the preceding six-month period, and
• $50

MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. THE PARTIES ACKNOWLEDGE THAT THIS SECTION 11 REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT NEITHER PARTY WOULD ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS LIMITATION ON LIABILITY WILL APPLY DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THESE TERMS.

ARBITRATION

If any dispute between the parties arising under or relating to these Terms (a "Dispute") is not resolved through negotiation or mutual agreement, the parties agree to submit the Dispute to arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in English in Santa Clara County, California, before one neutral arbitrator who may be a national of any party and who shall be a member of the AAA's Large Complex Case Panel.

Any issues about the arbitrability of a Dispute will be determined by the arbitrator. All documents and information relevant to the Dispute in the possession of any party will be made available to the other party not later than 60 days after the demand for arbitration is served, and the arbitrator may permit such depositions or other discovery deemed necessary for a fair hearing.

The arbitrator will have the power to require discovery of third parties (including testimony and documents) to the fullest extent allowed by federal law or the laws of the State of California. The hearing may not exceed two days. The arbitrator's award will be rendered within 120 days of the demand.

The arbitrator may award interim and final injunctive relief and other remedies but may not award damages limited in Section 12 above whether under contract, tort, statute, or any other basis for liability unless they are required by statute as determined by the arbitrator. No class arbitration will be allowed, but other parties may be joined as necessary to resolve the Dispute. No time limit herein is jurisdictional.

Any award of the arbitrator (including awards of interim or final remedies) may be confirmed or enforced in any court having jurisdiction. Notwithstanding anything to the contrary in this Section 12, Archetype may, at any time, bring court proceedings or claims against Customer:

• Solely as part of separate litigation commenced by an unrelated third party, or
• Solely to obtain temporary or preliminary injunctive relief or other interim remedies, pending conclusion of the arbitration

In the case of contradiction between the provisions of this Section 12 and the Commercial Arbitration Rules of the AAA, this Section 12 will prevail. The limitations on remedies described above may be deemed inoperative to the extent necessary to preserve the enforceability of the agreement to arbitrate. If any provision of this agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by law and all other provisions will remain valid and enforceable.

GENERAL PROVISIONS

Entire Agreement

These Terms (together with any Supplemental Terms) constitute the entire understanding of the parties with respect to their subject matter and supersede all prior or contemporaneous proposals, understandings, and agreements. If Customer provides Archetype with any pre-printed terms and conditions that appear on any purchase order or other form document, such terms will be of no force or effect.

Assignment

Customer may not assign or transfer these Terms or any of Customer's rights or obligations under it without Archetype's prior written consent. Archetype may freely assign these Terms, including to its affiliates. Any attempted assignment in violation of this paragraph will be null and void. Subject to the foregoing, these Terms are binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

Severability

If a court finds any term of these Terms to be invalid or unenforceable, other than Section 12, that term will be enforced to the maximum extent permissible so as to reflect the parties' intent, and the remainder of these Terms will remain in full force and effect.

Waiver

Either party's delay or failure to exercise any right under these Terms or any law does not mean a party waives that right or any other rights under these Terms in the future. No waiver of any provision of these Terms, or any rights or obligations of either party under these Terms, will be effective except pursuant to a written instrument signed by the party against whom the waiver is sought.

Use of Name and Logo

Notwithstanding any terms to the contrary in this Agreement, Customer consents to Archetype's use of Customer's name, logo and other source identifiers on Archetype's website and on Archetype's promotional and marketing related materials, including, without limitation, for purposes of identifying Customer as a customer of Archetype and describing Customer's use of the Services.

Independent Contractors

Nothing contained in these Terms will be construed to create a joint venture or partnership between the parties. Neither party is authorized as an agent or legal representative of the other party. Neither party will have the right or authority to bind or create any obligation on the other party.

Force Majeure

Archetype is excused from performance of these Terms and will not be liable for any delay in whole or in part caused by any event outside of its control.

No Third-Party Beneficiary

Nothing contained in these Terms will be deemed to create, or be construed as creating, any third-party beneficiary right of action upon any third party in any manner whatsoever.

Governing Law and Venue

These Terms will be governed in all respects in accordance with the laws of the State of California, without regard to conflict of law principles that would cause the laws of any other jurisdiction to apply. Except as set forth in Section 12 (Arbitration), Customer expressly agrees that the federal and state courts in Santa Clara County, California will have exclusive jurisdiction over any Dispute raised by Customer. Customer expressly consents to personal jurisdiction in any such court and hereby irrevocably waives any objection to or claim of lack of jurisdiction or forum non conveniens.

Notices

By using the Services, Customer agrees:

• To receive communications (including any communications that are required to be issued in writing hereunder) electronically, including via email
• That any such electronically-issued communications will satisfy any legal communication requirements, including those that require notices to be in writing
• That, without limiting Archetype's notification rights in the third introductory paragraph of these Terms, Archetype may issue notices to the email or other address provided by Customer to Archetype
• That such notice will be effective on delivery

Notices to Archetype, including termination notices, must be delivered to legal@archetypeai.team or by certified mail to 3570 Carmel Mountain Road, Suite 200, San Diego, CA 92130. Such notice will be effective on confirmed receipt.

Interpretation

The headings of these Terms are for reference only and will not be used to interpret the meaning of these Terms. Any reference to "includes" or "including" will be understood to be exemplary and not limiting and followed by "but not limited to." Each party has had the opportunity to review these Terms with legal counsel, and there will be no presumption that ambiguities will be construed or interpreted against the drafter.

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