Software as a Service and API Agreement.

1. Definitions
Unless the context requires otherwise, capitalized terms used in this Agreement have the meaning ascribed to them in this Section 1.
‍
a. “ Administrator Accounts ” has the meaning set out in Section 7.
‍
b. “ Agreement ” has the meaning set out on the first page of this Agreement.
‍
c.  “ API Data ” means any Customer Data submitted by Customer to the Imprompt API.
‍
d. “ API Key ” has the meaning set out in Section 4(a)(i).
‍
e.  “ Baseline Model ” means an AI-powered neural network for natural language processing based on parameters that are trained on text scraped from the open web.  
‍
f.  “BCI” means business contact information that consists of the name and business telephone, address and email address of a Permitted User.
‍
g.  “Claim” means any actual, threatened, or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding, or any other claim or demand.
‍
h.  “ Imprompt ” has the meaning set out on the first page of this Agreement.
‍
i.  “ Imprompt API ” means Imprompt’s proprietary application programming interface, and any related documentation all of which are designed to facilitate Customer’s access to and use of the Imprompt API and SaaS Services through interfaces between Customer applications and the Imprompt API and SaaS Services.
‍
j. “ Imprompt API and SaaS Services ” means services through which Imprompt may host or make available the Imprompt Platform and Imprompt API as may be further described in an Order Form and any component thereof.
‍
k. “ Imprompt Platform ” means Imprompt’s AI-powered platform utilizing proprietary code and approaches, and made available under the name Imprompt Assistant, Imprompt Builder, Imprompt Agent Mesh, and any updates thereto.
‍
l.  “ Imprompt Property ” has the meaning set out in Section 3(c).
‍
m. “ Confidential Information ” has the meaning set out in Section 10(a).
‍
n.  “ Content ” means any data, information, content, records, or files.
‍
o.  “ Custom Model ” means an AI-powered neural network for natural language processing based on parameters that are trained using Customer Data.
‍
p. “ Customer ” has the meaning set out on the first page of this Agreement.
‍
q.  “ Customer Application ” has the meaning set out in Section 4(a)(iii).
‍
r.  “ Customer Data ”   means any Content that Customer (or any of its Permitted Users) (i) loads, submits, transmits to or enters into the Imprompt API and SaaS Services, or (ii) otherwise transmits to Imprompt in connection with this Agreement.  For greater certainty, Customer Data may include, but is not limited to, API Data and Finetuning Data but does not include any Feedback or any Content that Customer receives through or from the Imprompt API and SaaS Services.
‍
s. “ Customer User Account ” has the meaning set out in Section 7.
‍
t. “ Discloser ” has the meaning set out in Section 10(a).
‍
u. “ Effective Date ” has the meaning set out on the first page of this Agreement.
‍
v. “ Feedback ” has the meaning set out in Section 3(a).
‍
w. “ Fees ” has the meaning set out in Section 9(a).
‍
x. “ Finetuning Data ” means any Customer Data comprised of training or finetuning data submitted by Customer to the Imprompt API and SaaS Services.
‍
y. “ Force Majeure ” has the meaning set out in Section 14(g).
‍
z. “ Initial Term ” has the meaning set out in Section 13(a).
‍
aa. “ Licensed Third Party Technology ” means third party technology that is licensed under separate license terms and not under this Agreement.
‍
bb. “ Losses ” means any and all damages, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments), costs, and expenses (including interest, court costs, reasonable fees and expenses of lawyers, accountants, and other experts and professionals, or other reasonable fees and expenses of litigation or other proceedings or of any Claim, default, or assessment).
‍
cc. “ Modifications ”   means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “ Modify ” has a corresponding meaning.
‍
dd. “ Order Form ” means any order form that references this Agreement and that is executed by authorized signing officers of each Party.
‍
ee. “ Parties ” and “ Party ” have the meaning set out on the first page of this Agreement.
‍
ff. “ Permitted User ” means those employees and independent contractors authorized by Customer on Customer’s behalf to access and use the Imprompt API and SaaS Services.
‍
gg. “ Personal Information ” means any information about an identifiable individual (including information that could, alone or in combination with other information, identify an individual).
‍
hh. “ Privacy Laws ” has the meaning set out in 5(a).
‍
ii. “ Privacy Policy ” has the meaning set out in Section 5(b).
‍
jj. “ Professional Services ” has the meaning set out in Section 2(g).
‍
kk. “ Prohibited Data ” means any Personal Information other than business confidential information.
‍
ll. “ Publicity ” has the meaning set out in Section 14(b).
‍
mm. “ Recipient ” has the meaning set out in Section 10(a).
‍
nn. “Renewal Term ” has the meaning set out in Section 13(a).
‍
oo. “ Support Services ” has the meaning set out in Section 8.
‍
pp. “ Term ” has the meaning set out in Section 13(a).
‍
qq. “ Website ” means any websites used by Imprompt and its subcontractors to provide the   Imprompt API and SaaS Services, including the website and subdomains located at api.Imprompt.ai.
‍
rr. “AI Generated Content” has the meaning set out in Section 15.
‍

‍
2. Imprompt API and SaaS Services

a. Provisioning of the Imprompt API and SaaS Services .  Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, Imprompt will make the Imprompt API and SaaS Services available to Customer on the terms and conditions set out in this Agreement during the Term.

b. Custom Model . If set out in an Order Form or if Customer selects a Custom Model on the Website, Imprompt will develop a Custom Model for Customer and provide the Imprompt API and SaaS Services using the Custom Model. For clarity, where Imprompt provides the Imprompt API and SaaS Services using a Custom Model, references to Imprompt API and SaaS Services in this Agreement will include the Custom Model. Imprompt will use the Custom Models solely to provide the Imprompt API and SaaS Services to Customer. Upon termination or expiration of this Agreement, Imprompt will destroy any Custom Models.

c. Customer’s Permitted User Responsibilities .  Customer is responsible for identifying and authenticating all Permitted Users, for ensuring only Permitted Users access and use the Imprompt API SaaS Service, and for Permitted Users’ compliance with this Agreement.  

d. Restrictions on Use . Customer will not itself, and will not permit others to:

i. sub-license, sell, rent, lend, lease or distribute the Imprompt API and SaaS Services or any intellectual property rights therein, or otherwise make the Imprompt API and SaaS Services available to others;

ii.  permit any third party direct access the Imprompt API, including through Customer’s Application on a pass-through basis, or otherwise use, copy, distribute, or make available the Imprompt API or the Imprompt API and SaaS Services to permit timesharing, service bureau use or commercially exploit the Imprompt API and SaaS Services;

iii.  use or access the Imprompt API and SaaS Services or the Imprompt API (A) in violation of any applicable law or intellectual property right, (B) in a manner that threatens the security or functionality of the Imprompt API and SaaS Services or the Imprompt API, or (C) for any purpose or in any manner not expressly permitted in this Agreement;

iv. use the Imprompt API to circumvent the intended features, functionality or limitations of the Imprompt API and SaaS Services;

v. [Intentionally left blank]

vi. develop any Customer Applications (as defined below) that: (A) are fraudulent, misleading, obscene or pornographic; (B) infringe on any third party’s intellectual property rights or rights of publicity or privacy; (C) are defamatory, trade libelous, threatening, or harassing; (D) contain any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data; (E) replicate or attempt to replace the essential user experience of the Imprompt API and SaaS Services or any of Imprompt’s other products or services; (F) are in any manner similar to, or competitive with, the Imprompt API and SaaS Services; or (G) otherwise violate any applicable law;

vii. use the Imprompt API and SaaS Services in a manner which, in the opinion of Imprompt would tend to bring Imprompt or any of its trademarks into public disrepute, contempt, scandal or ridicule, would adversely affect the reputation or goodwill of Imprompt or any of its the trademarks, or adversely affect the relationship between Imprompt and any of its licensors or other customers;

viii.  use the Imprompt API and SaaS Services to generate political propaganda;

ix. use the Imprompt API and SaaS Services to store or transmit material that is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, libelous, obscene, or otherwise objectionable or unlawful;

x. use the Imprompt API and SaaS Services to impersonate any person in violation of such person’s privacy or personality rights;

xi. use the Imprompt API and SaaS Services to create, collect, transmit, store, use or process any Customer Data:

A. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

B. that Customer does not have the lawful right to create, collect, transmit, store, use or process;

C. that contains any Prohibited Data, except in accordance with Section 5( b ); or

D. that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);

xii. Modify, reverse engineer, de-compile, disassemble or otherwise alter the Imprompt API and SaaS Services or the Imprompt API;  

xiii. remove or obscure any proprietary notices or labels on the Imprompt API and SaaS Services, including brand, copyright, trademark and patent or patent pending notices;

xiv. access or use the Imprompt API and SaaS Services or any Content that Customer receives through or from the Imprompt API and SaaS Services for the purpose of building a similar or competitive product or service; or

xv. perform any vulnerability, penetration or similar testing of the Imprompt API and SaaS Services or Imprompt API.

e. Suspension of Access; Scheduled Downtime; Modifications.   Imprompt may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:

i. suspend Customer’s access to or use of the Imprompt API and SaaS Services:

A. for scheduled maintenance;

B. due to a Force Majeure;

C. if Customer is delinquent in its payment of Fees under Section 9;

D. if Imprompt believes in good faith that Customer or any Permitted User has violated any provision of this Agreement or any other responsible use guidelines Imprompt provides to Customer or that are posted on the Website;

E. to address any emergency security concerns; or

F. if required to do so by a regulatory body or as a result of a change in applicable law;

ii. temporarily suspend the availability of a Custom Model where Customer has not accessed such Custom Model for 24 consecutive hours, provided that Imprompt will promptly restore Customer’s access to the Custom Model when Customer attempts to access the temporarily suspended Custom Model; and

iii. make any Modifications to the Imprompt API and SaaS Services.

f. Subcontracting . Imprompt may engage third parties, including cloud service providers, to provide the Imprompt API and SaaS Services.

g. Professional Services.  Imprompt may provide one-time implementation of the Imprompt API and SaaS Services including configuration, technical integration, and initial training required to successfully implement the Imprompt API and SaaS Services as may be set out in an Order Form.


‍
3. Ownership; Reservation of Rights

a. CUSTOMER RETAINS ALL OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS IN AND TO CUSTOMER DATA. CUSTOMER GRANTS TO IMPROMPT A NONEXCLUSIVE, WORLDWIDE, ROYALTY-FREE, IRREVOCABLE, SUBLICENSABLE, AND FULLY PAID-UP RIGHT TO ACCESS, COLLECT, USE, PROCESS, STORE, DISCLOSE AND TRANSMIT CUSTOMER DATA TO: (I) PROVIDE THE IMPROMPT API AND SAAS SERVICES; (II) TO EXERCISE ITS RIGHTS AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING ENSURING CUSTOMER IS COMPLYING WITH THE TERMS OF THIS AGREEMENT AND ANY OTHER RESPONSIBLE USE GUIDELINES IMPROMPT PROVIDES TO CUSTOMER OR THAT IMPROMPT POSTS ON THE WEBSITE; AND (III) IMPROVE AND ENHANCE THE IMPROMPT API AND SAAS SERVICES AND IMPROMPT’S OTHER OFFERINGS AND BENCHMARK THE FOREGOING, INCLUDING BY SHARING API DATA AND FINETUNING DATA  WITH THIRD PARTIES WHO MAY USE THE FINETUNING DATA AND API DATA TO PROVIDE SERVICES TO IMPROMPT AND FOR OTHER PURPOSES PERMITTED UNDER THEIR TERMS AND CONDITIONS. FOR CLARITY AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IMPROMPT WILL NOT SHARE A CUSTOM MODEL WITH ANY THIRD PARTY BUT MAY SHARE FINETUNING DATA USED TO TRAIN OR FINETUNE A CUSTOM MODEL WITH THIRD PARTIES. THE FOREGOING LICENSE RIGHTS DO NOT GRANT IMPROMPT ANY OWNERSHIP IN THE CUSTOMER DATA AND ALL RIGHTS NOT EXPRESSLY GRANTED BY CUSTOMER TO IMPROMPT UNDER THIS AGREEMENT ARE RESERVED.

b. IMPROMPT DOES NOT REPRESENT, WARRANT, OR COVENANT THAT IMPROMPT HAS REVIEWED ANY THIRD PARTY TERMS AND CONDITIONS AND IS NOT RESPONSIBLE FOR ANY API DATA OR FINETUNING DATA SHARED WITH THIRD PARTIES. IMPROMPT DOES NOT ENDORSE ANY THIRD PARTY SERVICE AND CUSTOMER ACKNOWLEDGES THAT IF CUSTOMER CHOOSES TO SUBMIT ANY API DATA OR FINETUNING DATA TO THE IMPROMPT API AND SAAS SERVICES, CUSTOMER DOES SO ENTIRELY AT ITS OWN RISK. CUSTOMER FURTHER ACKNOWLEDGES THAT ANY THIRD PARTY TERMS AND CONDITIONS MAY NOT HAVE THE SAME OR SIMILAR COMMITMENTS OR PROTECTIONS AS THOSE CONTAINED IN THIS AGREEMENT AND ANY FINETUNING DATA OR API DATA SHARED BY IMPROMPT WITH THIRD PARTIES WILL BE ACCESSED, USED, AND OTHERWISE HANDLED BY SUCH THIRD PARTIES IN ACCORDANCE WITH THEIR TERMS AND CONDITIONS, WHICH MAY PERMIT SUCH THIRD PARTY TO USE FINETUNING DATA OR API DATA FOR ITS OWN PURPOSES.

c. Imprompt or its licensors retain all ownership and intellectual property rights in and to: (i) the Imprompt API and SaaS Services; (ii) the Imprompt Platform; (iii) the Imprompt API; (iv) anything developed or delivered by or on behalf of Imprompt in accordance with the terms of this Agreement, including Baseline Models and Custom Models (other than the Customer Data contained in such Custom Model); and (v) any Modifications to the foregoing (collectively, the “ Imprompt Property ”). All rights not expressly granted by Imprompt to Customer under this Agreement are reserved.

d. To the extent that Customer or any Permitted User submits ideas, suggestions, documents, or proposals regarding the Imprompt API and SaaS Services to Imprompt (“ Feedback ”), Customer acknowledges and agrees that:

i. the Feedback does not contain confidential or proprietary information and Imprompt is not under any obligation of confidentiality with respect to the Feedback; and

ii. Imprompt will be entitled to use, commercialize or disclose (or choose not to use, commercialize or disclose) such Feedback for any purpose, in any way, in any manner and to anyone worldwide without any compensation or reimbursement of any kind to Customer for such use.
‍


4. API and Applications

a. Use of the Imprompt API and Imprompt API Documentation

i. API Keys Required to Access the Imprompt API.  In order to use the Imprompt API, Customer must first sign up to the Imprompt API and SaaS Services that include access to the Imprompt API and generate one or more API keys (each, an “ API Key ”). Customer acknowledges that such API Keys are Imprompt’s Confidential Information (as defined below) and will not share Customer’s API Keys with any third party without Imprompt’s prior consent. In addition, Imprompt may revoke Customer’s API Keys any time without Customer’s consent.

ii. Use of the Imprompt API.  Customer may incorporate the Imprompt API into Customer’s products and services and otherwise use the Imprompt API in connection with its internal business purposes, provided such incorporation and use is done in accordance and in compliance with this Agreement and the related documentation.  

iii. Licence to Imprompt API and related documentation.  Imprompt hereby grants to Customer a revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Imprompt API including related documentation solely to facilitate Customer’s development of applications that interface with the Imprompt API and SaaS Services in accordance with this Agreement and any provided documentation (each such application, a “ Customer Application ”).

iv. API Call Limitations.  Unless otherwise set out in an Order Form, the number of calls Customer or Customer Application makes to the Imprompt API during any given period may be limited, at Imprompt’s sole discretion, based on various factors that include the manner in which Customer Application makes calls to the Imprompt API and the anticipated volume of use associated with Customer Application.

v. Changes to the Imprompt API.  Imprompt reserves the right to change the Imprompt API and related documentation at any time and without notice. Customer acknowledges and understands that these changes may require Customer to make changes to Customer Applications at Customer’s own cost and expense.

vi. Suspension or Revocation of Access.  Notwithstanding the foregoing, Imprompt retains the right, at Imprompt’s sole discretion, to suspend or revoke Customer’s access to the Imprompt API, at any time and for any reason, including for: (A) violation of the terms of this Agreement or any other responsible use guidelines Imprompt provides to Customer or are posted on the Website; (B) Customer’s use of the Imprompt API contrary to the related documentation; (C) for scheduled maintenance; or (D) to address any emergency security concerns.

b. Monitoring Usage of API

i. Customer acknowledges and agrees that Imprompt may monitor Customer’s use of the Imprompt API and that Customer will not block or otherwise interfere with Imprompt’s monitoring.

ii. At Imprompt’s request, Customer will provide Imprompt access to, and use of, Customer Application, at no cost to Imprompt, for the purpose of monitoring or reviewing Customer Application for compliance with this Agreement.



5. Privacy

a. Customer understands that Permitted Users will be treated in accordance with Imprompt’s privacy policy located at https://Imprompt.ai/privacy-policy  (the “ Privacy Policy ”).  

b. Customer shall not include any Prohibited Data in any Customer Data. Without limiting the foregoing, to the extent that Customer requires Imprompt to process or otherwise handle any Prohibited Data, then Customer shall first notify Imprompt of such intent and Imprompt may, in its sole discretion, choose to process such Prohibited Data subject to a separate definitive agreement entered into by the Parties.  This Agreement imposes no obligation on,  nor does it compel, Imprompt to agree to any such separate definitive agreement for processing of any Prohibited Data.



6. Communications Over the Internet and Public Networks

Given the inherent nature of the internet and public networks, and without limiting the Privacy Policy referenced herein, Imprompt does not, and cannot, guarantee the security of data transmitted or the confidentiality of any communications made by Customer or any Permitted User over the Internet or public networks in connection with your use of the Imprompt API and SaaS Services.



7. Customer User Account

Upon Customer’s request, Imprompt will issue one or more administrator accounts (the “Administrator Accounts”) to Customer that provides Customer with the capability to create user accounts (each, a “ Customer User Account ”) for use by Customer and all individuals who are employees or contractors of Customer that Customer wishes to have access to and use of the Imprompt API and SaaS Services (each user, and each administrator, a “ Permitted User ”).Customer will ensure that Permitted Users only use the Imprompt API and SaaS Services through the Customer User Account.  Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify Imprompt of any actual or suspected unauthorized use of the Imprompt API and SaaS Services. Imprompt reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose.  Customer will ensure that all individual users of the Imprompt API and SaaS Services, including Permitted Users, are contractually bound to terms and conditions with customer that are no less restrictive or protective of Imprompt’s rights than those set forth in this Agreement.



8. Support

Customer will generally have access to Imprompt’s technical support services (“ Support Services ”): (i) via email at support@Imprompt.ai; and (ii) via Imprompt’s knowledge base and documentation available online at docs.Imprompt.ai. Any additional support related terms and conditions may be set out in an Order Form.



9. Fees and Payment

a. Fees .  Unless otherwise set out in an Order Form, Customer will pay to Imprompt the fees described in Imprompt’s then-current price list as may be amended from time to time in Imprompt’s discretion (the “ Fees ”). If Customer’s use of the Imprompt API and SaaS Services exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement.

b. Changes to the Fees .  Imprompt will provide Customer with no less than seven days notice of any changes to the Fees.

c. Payment.  Customer will pay for the Fees via credit card or another manner then available on the Website in accordance with the timing and frequency set out on Imprompt’s then-current price list. Customer must provide current, complete and accurate information for Customer’s billing account. Customer must promptly update all information to keep Customer’s billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and Customer must promptly notify Imprompt if Customer’s payment method is canceled (e.g., for loss or theft) or if Customer becomes aware of a potential breach of security, such as the unauthorized disclosure or use of its Customer User Account. Changes to such information can be made in the Customer User Account settings. If Customer fails to provide any of the foregoing information, Customer agrees that Imprompt may continue charging Customer for any use of paid services under Customer’s billing account.

d. Disputed Charges .  If Customer believes Imprompt has charged Customer incorrectly, Customer must contact Imprompt no later than 45   days after having been charged by Imprompt in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.

e. Late Payment .  Customer may not withhold or set off any amounts due under this Agreement. Imprompt reserves the right to suspend Customer’s access to the Imprompt API and SaaS Services or terminate the Agreement, in Imprompt’s sole discretion, if Customer’s credit card or other payment method (as applicable) is declined after two or more attempts by Imprompt to charge Customer’s credit card or other payment method (as applicable). Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.

f. Taxes .  The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes.  Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of Imprompt.

g. Suspension .  Any suspension of the Imprompt API and SaaS Services by Imprompt pursuant to the terms of this Agreement, including suspension of the Imprompt API and SaaS Services pursuant to Section 2(e)or 9(e), will not excuse Customer from its obligation to make payments under this Agreement.



10. Confidential Information

a. Definitions.   For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “ Recipient ”, the Party disclosing such information will be the “ Discloser ” and “ Confidential Information ” of Discloser means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement. Where Discloser is Imprompt, Confidential Information includes any information concerning the business, affairs, operations, properties, assets (including, without limitation, technology and intellectual property), employees, customers, suppliers contracts, prospects, liabilities, research, processes or methods of operation proposed by Imprompt, its affiliates, and the investment that is made available to Customer, as well as any reproductions, summaries, analyses or extracts of such information.  Where Discloser is Customer, Confidential Information includes Customer Data.  Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include: (i) information already known to Recipient prior to the Effective Date or that subsequently becomes known to Recipient from a third party that has no obligation to the Discloser to keep such information confidential; (ii) information that is publicly available prior to the Effective Date, or that subsequently becomes publicly available through no breach of this Agreement or wrongful act of Recipient;  (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations; or (iv) information that Recipient can demonstrate (through written records) was independently developed by it by individuals employed or engaged by Recipient who did not participate in any meetings with the Discloser and who developed such without having had any access to, or the benefit of, Discloser’s Confidential Information.

b. Confidentiality Covenants.   Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its rights or perform its obligations under this Agreement: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel, subcontractors or affiliates that have a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, who are directed to hold the Confidential Information in the strictest confidence, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take all necessary precautions and measures to safeguard the other Party’s Confidential Information as may be reasonable in the circumstances to prevent improper use or disclosure of the Discloser’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type. Recipient shall be responsible for any breach of this Section 10 by any of its personnel, subcontractors or affiliates.

c. Exceptions to Confidentiality .  Notwithstanding Section 10(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of Imprompt, to potential assignees, acquirers or successors of Imprompt if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Imprompt.

d. Return or Destruction.  Upon Imprompt’s request, Customer shall return or dispose of any tangible records of Imprompt’s Confidential Information as directed by Imprompt promptly and Customer shall certify that it has returned or disposed of, as the case may be, all such Confidential Information.



11. Warranty; Disclaimer; Indemnity

a. Customer Warranty.   Customer represents and warrants to, and covenants with Imprompt that, subject to Section 5(b): (i) Customer Data will not contain any Prohibited Data; and (ii) without limiting Section 11(a)(i), to the extent Customer Data contains any Personal Information, Customer has, in respect of any such Personal Information, provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, including applicable Privacy Laws, to enable Imprompt to: (A) provide the   Imprompt API and SaaS Services, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, which may include transmissions by or to Imprompt and to or from all applicable third parties; and (B) otherwise exercise its rights under this Agreement, including with respect to the disclosure of Personal Information to third parties as described in Section 3 ..

b. GENERAL DISCLAIMER.   IMPROMPT DOES NOT WARRANT THAT THE IMPROMPT API AND SAAS SERVICES WILL BE UNINTERRUPTED OR THAT THE IMPROMPT API AND SAAS SERVICES OR THE IMPROMPT API WILL BE ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE IMPROMPT API AND SAAS SERVICES.  EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE IMPROMPT API AND SAAS SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY IMPROMPT TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”.  ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY LICENSED THIRD PARTY TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY.
IMPROMPT DOES NOT WARRANT THAT THE AI GENERATED CONTENT IS ERROR FREE. SEE THE NOTICES ON AI GENERATED CONTENT.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IMPROMPT HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, IMPROMPT EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY CONTENT PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE IMPROMPT API AND SAAS SERVICES OR THE IMPROMPT API (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

c. Customer Indemnity.  Customer will defend, indemnify and hold harmless Imprompt, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all Losses directly or indirectly arising from or in connection with: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations, warranties or covenants under this Agreement; (ii) Customer’s breach of Sections 2(d) or 5(b); or (iv) use of the Imprompt API and SaaS Services (or any part thereof) by Customer or any Permitted User in combination with any third party software, application or service. Customer will fully cooperate with Imprompt in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Imprompt.  

d. Imprompt Indemnity.  Imprompt will defend, indemnify and hold harmless the Customer, its employees, officers, directors, affiliates, agents, contractors, successors and assigns against any and all Losses arising from a Claim by a third party alleging that:

i. The Imprompt API and SaaS Services; or

ii. the access to or use by the Customer or any Permitted User of the Imprompt API and SaaS Services as permitted pursuant to this Agreement,   infringes, violates or misappropriates any intellectual property right of such third party. The obligations of Imprompt in this subsection (c) will not apply to the extent that a Claim by a third party is: (i) based on the unauthorized use by the Customer (or any Permitted User) of the   Imprompt API and SaaS Services in a manner not permitted by this Agreement, if such Claim would not have arisen but for such unauthorized use by the Customer (or its Permitted Users); or (ii) based on the Modification of any deliverables by or on behalf of the Customer in a manner not permitted by this Agreement, if such claim would not have arisen but for such Modification.



12. Limitation of Liabilities

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

a. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE IMPROMPT API AND SAAS SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

b. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY (AND IN THE CASE OF CUSTOMER, INCLUDING ANY PERMITTED USER) FOR: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) INACCURATE INFORMATION, LOST PROGRAMS OR DATA (INCLUDING ANY CUSTOMER DATA) OR ANY OTHER LOSS INCURRED IN CONNECTION WITH THE USE, INABILITY TO USE, OR MISUSE OF THE IMPROMPT API AND SAAS SERVICES BY CUSTOMER (V) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (VI) PERSONAL INJURY OR DEATH; (VII) LOSSES RESULTING FROM THE ACCESS, COLLECTION, USE, PROCESSING, STORING, DISCLOSING, OR TRANSMITTING OF API DATA OR FINETUNING DATA BY THIRD PARTIES ;OR (VIII) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES. THE FOREGOING LIMITATION WILL APPLY EVEN IF THE LIABLE PARTY KNEW OF OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.



13. Term and Termination

a. Term .  This Agreement will commence on the Effective Date and continue to be in effect for a period of twelve months or such other period of time set out in the applicable Order Form, unless terminated earlier pursuant to this Agreement (the “ Initial Term ”).  The Initial Term will automatically renew for successive one-month periods (each, a “ Renewal Term ”, and together with the Initial Term, the “ Term ”) unless either Party provides the other Party with written notice of its intention not to renew not less than 15 days prior to the end of the Initial Term or then-current Renewal Term.

b. Termination for Convenience.  Either Party may terminate this Agreement at any time via the SaaS app or by correspondence with an approved Imprompt account executive.

c. Termination for Cause .  Either Party may, in addition to other relief, terminate this Agreement if the other Party commits a material breach of this Agreement and fails within 15 calendar days after receipt of notice of such breach to correct such material breach.

d. Effect of Termination .  Upon expiration or earlier termination of this Agreement, Customer will immediately cease accessing or using the Imprompt API and SaaS Services.  Within 30 calendar days following termination, Imprompt will, at Customer’s request, delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by Imprompt to provide the Imprompt API and SaaS Services, including any Custom Models. Notwithstanding the foregoing, Imprompt will have no obligation to delete or otherwise render inaccessible any API Data or Finetuning Data submitted by Customer to Imprompt in accordance with Section 3(a)(iii).  
e. Survival . The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights), Section 5 (Privacy), Section 9 (Fees and Payment), Section 10 (Confidential Information), Section 11 (Warranty; Disclaimer; Indemnity), Section 12 (Limitation of Liabilities), Section 13(e) (Survival), and Section 14 (General Provisions).



14. General Provisions

a. Notices .  Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given.  Notices must be sent: (i) if to Imprompt, to the following address:

1111 Williams Blvd
Springfield, IL, 62704
Email: info@Imprompt.ai

and (ii) if to Customer, to the current postal or email address that Imprompt has on   file with respect to Customer. Imprompt may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Imprompt current at all times during the Term.

b. Publicity .  Notwithstanding any other term of this Agreement, Imprompt may refer to Customer as a customer of Imprompt in announcements, press or marketing releases, publications, presentations, case studies and other public statements and on Imprompt’s Website and other online channels (collectively, “ Publicity ”), without notice to or prior written consent of Customer. Imprompt may use Customer’s name, logo and trademark in conjunction with any Publicity and disclose the existence of this Agreement, the Imprompt API and SaaS Services provided to Customer and any testimonials received from Customer in any such Publicity.  Customer grants Imprompt a limited, perpetual, fully paid-up, irrevocable, non-exclusive, non-transferable, and non-sublicensable license to use its logo and trademarks in connection with any Publicity.

c. Assignment .  Customer will not assign this Agreement to any third party without Imprompt’s prior written consent.  Imprompt may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

d. Governing Law and Attornment .  This Agreement and any action related thereto will be governed by and construed in accordance with the laws of Texas and the federal laws of the United States applicable therein, without regard to conflicts of law principles. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.  This choice of jurisdiction does not prevent Imprompt from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

e. Export Restrictions .  Customer will comply with all export laws and regulations that may apply to its access to or use of the Imprompt API and SaaS Services.  

f. Construction .  Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise.  The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”,  means the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.

g. Force Majeure .  Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s   s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“ Force Majeure ”).

h. Severability .  Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.

i. Waiver .  A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

j. Independent Contractors .  Imprompt’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other.  Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.

k. Entire Agreement .  This Agreement, along with any confidential disclosure agreement entered into by the Parties that references this Agreement, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.

l. Amendments .   NO AMENDMENT, SUPPLEMENT, MODIFICATION, WAIVER, OR TERMINATION OF THIS AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY SPECIFIED IN THIS AGREEMENT, NO CONSENT OR APPROVAL BY CUSTOMER WILL BE BINDING UNLESS EXECUTED IN WRITING BY Imprompt. Imprompt MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “ AMENDMENT ”), BY GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT OR POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY Imprompt, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).

m. English Language .  It is the express wish of the Parties that this Agreement and all related documents be drawn up in English.  C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.



15. AI Generated Content

Your Content. You may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). Input and Output are collectively “Content.” You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.

Ownership of Content. As between you and Imprompt, and to the extent permitted by applicable law, you (a) retain your ownership rights in Input and (b) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output.

Similarity of Content. Due to the nature of our Services and artificial intelligence generally, output may not be unique and other users may receive similar output from our Services. Our assignment above does not extend to other users’ output or any Third Party Output.

Our Use of Content. We may use Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.

Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.

When you use our Services you understand and agree:

- Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.

- You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.

- You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.

- Our Services may provide incomplete, incorrect, or offensive Output that does not represent Imprompt’s views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with Imprompt.