PLEASE REVIEW THESE STANDARD TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THESE STANDARD TERMS OF SERVICE BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND CUSTOMEROS.

IF YOU DO NOT AGREE TO THESE STANDARD TERMS OF SERVICE, YOU SHOULD NOT ACCEPT THEM, CREATE AN ACCOUNT, OR USE THE SERVICES (AS DEFINED IN DEFINITIONS).

THE SERVICES ARE INTENDED FOR BUSINESS USE ONLY.

All highlighted and capitalized terms words have the meanings or descriptions given in Definitions

If you have a separate Cloud Service Agreement with CustomerOS for your use of the Cloud Service, the terms in the Cloud Service Agreement take precedence over the Standard Terms of Service. The Standard Terms of Service apply in all situations that are not defined in a Cloud Service Agreement.

Introduction

These CustomerOS Standard Terms of Service set forth the terms for your use of the Cloud Service and are effective as of the date you accept or otherwise agree to the terms of this Agreement (“Effective Date”). This Agreement is between the applicable CustomerOS entity identified below and you or the organization on whose behalf you are accepting or otherwise agreeing to the terms of this Agreement (“you", “your”, “yours”, or “Customer”).

The updated version of this Agreement will be available at https://customeros.ai/standard-agreement/tos. Notices for material updates to the terms of this Agreement will be given in accordance with Section 14.8 (Notices). Following such notice, your continued use of the Cloud Service on or after the date of the updated version of this Agreement is effective and binding, as indicated at the top of this Agreement, constitutes your acceptance of the updated version of this Agreement. The updated version of this Agreement supersedes all prior versions. If you do not agree to the updated version of this Agreement, you must stop using the Cloud Service immediately.

CustomerOS may update the terms of this Agreement from time to time. CustomerOS will provide you with written notice of any material updates prior to the date the updated version of this Agreement is effective, unless such material updates result from changes in laws or regulations.

Finally, you understand and acknowledge that by using the Cloud Service, you agree to have fun and delight your customers 🙂.

CustomerOS entity entering into this Agreement:

Openline Communications Ltd., a company registered in the United Kingdom, whose registered address is 107 Cheapside, 9th Floor, London, EC2V 6DN, United Kingdom.

1. Service

1.1 Access and Use

During the Subscription Period and subject to the Use Limitations, Customer may:

(a) access and use the Cloud Service; and

(b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes and only if Customer complies with the terms of this Agreement.

1.2 Service Level

If the Cloud Service does not meet the SLA, CustomerOS will provide the remedies outlined in the SLA and will not be responsible for any other remedies. Any credits earned under the SLA will only apply to future invoices and expire if the Agreement ends.

In any event, if the Cloud Service is temporarily unavailable for scheduled maintenance, for unscheduled emergency maintenance, or because of other causes beyond CustomerOS’ reasonable control, no SLA remedies will accrue. CustomerOS will try to inform the Customer before scheduled service disruptions through the Cloud Service or by email.

1.3 Support

During the Subscription Period, CustomerOS will provide Technical Support as necessary.

1.4 User Accounts

The Customer is responsible for all actions on Users’ accounts and for Users’ compliance with this Agreement. The Customer and Users must protect the confidentiality of their passwords, login credentials, and API keys. The Customer will promptly notify CustomerOS if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.5 Affiliates

Individuals from Customer’s Affiliates may access Customer’s account as Users under Customer’s Agreement and Customer will be responsible for its Affiliates’ compliance with this Agreement.

If a Customer Affiliate enters a separate Agreement with CustomerOS, the Customer’s Affiliate creates a separate Agreement between CustomerOS and that Affiliate, where CustomerOS’ responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates’ Agreement.

1.6 Feedback and Usage Data

Customer may, but is not required to, give CustomerOS Feedback, in which case Customer gives Feedback “AS IS”. CustomerOS may use all Feedback freely without any restriction or obligation.

In addition, CustomerOS may collect and analyze Usage Data, and CustomerOS may freely use Usage Data to maintain, improve, and enhance CustomerOS’ products and services without restriction or obligation.

However, CustomerOS may only share Usage Data with others if the Usage Data is aggregated and does not identify Customer or Users.

1.7 Customer Content

CustomerOS may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.

2. Restrictions & Obligations

2.1 Restrictions on the Customer

Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to):

(i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction);

(ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product;

(iii) remove any proprietary notices or labels;

(iv) copy, modify, or create derivative works of the Product;

(v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product;

(vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization;

(vii) use the Product to develop a competing service or product;

(viii) use the Product with any High-Risk Activities or with activity prohibited by Applicable Laws;

(ix) use the Product to obtain unauthorized access to anyone else’s networks or equipment; or

(x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.

The customer’s use of the Product must comply with all Documentation and the Acceptable Use Policy.

2.2 Suspension

If the Customer

(a) has an outstanding, undisputed balance on its account for more than 30 days after the Payment Due Date;

(b) breaches Section 2.1 (Restrictions on Customer); or

(c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others,

then CustomerOS may temporarily suspend Customer’s access to the Product with or without notice. However, CustomerOS will try to inform the Customer before suspending the Customer’s account when practical. CustomerOS will reinstate the Customer’s access to the Product only if the Customer resolves the underlying issue.

3. Professional Services

CustomerOS will perform the Professional Services as detailed in a Cloud Service Agreement, if any, and Customer will reasonably cooperate with CustomerOS to allow the performance of Professional Services, including providing Customer Content as needed. CustomerOS is not responsible for any inability to perform Professional Services if Customer does not cooperate as reasonably requested.

4. Privacy & Security

4.1 Personal Data

By accepting this Agreement, you are also agreeing to the Data Processing Addendum (DPA) with CustomerOS.

The terms of the DPA will control each party’s rights and obligations as to Personal Data and the terms of the DPA will control in the event of any conflict with this Agreement.

4.2 Prohibited Data

The Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product.

4.3 Security

CustomerOS will comply with the Security Policy as detailed in a Cloud Service Agreement.

5. Payment & Taxes

5.1 Fees and Invoices

You agree to pay the fees as described at https://www.customeros.ai/pricing unless otherwise specified in a Cloud Service Agreement. All fees are exclusive of taxes, and except for the prorated refund of prepaid fees allowed with specific termination rights, fees are non-refundable.

All fees are in the currency specified in your account settings within CustomerOS Cloud unless otherwise specified in a Cloud Service Agreement.

CustomerOS will send invoices for fees applicable to the Product once per Invoice Period in advance starting on the Subscription Start Date. Invoices for Professional Services may be sent monthly during the performance of the Professional Services unless the Key Terms include a different cadence.

5.2 Payment

The Customer will pay CustomerOS the fees and taxes in each invoice prior to the Payment Due Date.

5.3 Taxes

The Customer is responsible for all duties, taxes, and levies that apply to fees, including sales, use, VAT, GST, or withholding, that CustomerOS itemizes and includes in an invoice. However, Customer is not responsible for CustomerOS’ income taxes.

5.4 Payment Dispute

If the Customer has a good-faith disagreement about the amounts charged on an invoice, the Customer must notify CustomerOS about the dispute prior to the Payment Due Date for the invoice and must pay all undisputed amounts on time.

The parties will work together to resolve the dispute within 15 days after the Payment Due Date. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

6. Term & Termination

6.1 Subscription Period

Access to the Cloud Service will start on the Subscription Start Date, continue for the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date.

6.2 Agreement Term

This Agreement will start on the Effective Date and continue for the longer of one year or until all Subscription Periods have ended.

6.3 Termination

Either party may terminate this Agreement if the other party

(a) fails to cure a material breach of the Agreement within 30 days after receiving notice of the breach;

(b) materially breaches the Agreement in a manner that cannot be cured;

(c) dissolves or stops conducting business without a successor;

(d) makes an assignment for the benefit of creditors; or

(e) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

In addition, either party may terminate this Agreement if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days, and CustomerOS will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription Period.

A party must notify the other of its reason for termination.

6.4 Effect of Termination

Termination of the Agreement will automatically terminate all Cloud Service Agreements. Upon expiration or termination:

(a) Customer will no longer have any right to use the Product, Technical Support, or Professional Services.

(b) CustomerOS will delete Customer Content within 60 days.

(c) Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.

(d) CustomerOS will submit a final invoice for all outstanding fees accrued before termination and Customer will pay the invoice according to Section 5 (Payment & Taxes).

6.5 Survival

The following sections will survive expiration or termination of the Agreement:

• Section 1.6 (Feedback and Usage Data),

• Section 2.1 (Restrictions on Customer),

• Section 5 (Payment & Taxes) for fees accrued or payable before expiration or termination,

• Section 6.4 (Effect of Termination),

• Section 6.5 (Survival),

• Section 7 (Representations & Warranties),

• Section 8 (Disclaimer of Warranties),

• Section 9 (Limitation of Liability),

• Section 10 (Indemnification),

• Section 11 (Insurance) for the time period specified,

• Section 12 (Confidentiality),

• Section 13 (Reservation of Rights),

• Section 14 (General Terms),

• Section 15 (Definitions), and the portions of Key Terms referenced by these sections.

Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 4 (Privacy & Security) and Section 12 (Confidentiality) will continue to apply to retained Confidential Information.

7. Representations & Warranties

7.1 Mutual

Each party represents and warrants to the other that:

(a) it has the legal power and authority to enter into this Agreement;

(b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin;

(c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and

(d) it will comply with the Additional Warranties.

7.2 From Customer

Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.

7.3 From CustomerOS

CustomerOS represents and warrants to Customer that

(a) it will not materially reduce the general functionality of the Cloud Service during a Subscription Period; and

(b) it will perform agreed Professional Services in a competent and professional manner.

7.4 Provider Warranty Remedy

If CustomerOS breaches a warranty in Section 7.3, Customer must give CustomerOS notice (with enough detail for CustomerOS to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, CustomerOS will attempt to restore the general functionality of the Cloud Service or re-perform the Professional Services.

If CustomerOS cannot resolve the issue, Customer may terminate the Agreement and CustomerOS will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription Period. CustomerOS’ restoration and performance obligations, and Customer’s termination right, are Customer’s only remedies if CustomerOS does not meet the warranties in Section 7.3.

8. Disclaimer of Warranties

CustomerOS makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 7.3 do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than CustomerOS.

Except for the warranties in Section 7, CustomerOS and Customer each disclaim all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

9. Limitation of Liability

9.1 Liability Caps

If there are Increased Claims, each party’s total cumulative liability for the Increased Claims arising out of or relating to this Agreement will not be more than the Increased Cap Amount. Each party’s total cumulative liability for all other claims arising out of or relating to this Agreement will not be more than the General Liability Cap.

9.2 Damages Waiver

Each party’s liability for any claim or liability arising out of or relating to this Agreement will be limited to the fullest extent permitted by Applicable Laws. Under no circumstances will either party be liable to the other for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.

9.3 Exceptions

The liability caps in Section 9.1 and the damages waiver in Section 9.2 do not apply to any Unlimited Claims. The damages waiver in Section 9.2 does not apply to any Increased Claims.

10. Indemnification

10.1 Protection by CustomerOS

CustomerOS will indemnify, defend, and hold harmless Customer from and against all CustomerOS Covered Claims made by someone other than Customer, Customer’s Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the CustomerOS Covered Claims.

10.2 Protection by Customer

Customer will indemnify, defend, and hold harmless CustomerOS from and against all CustomerOS Covered Claims made by someone other than CustomerOS or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Customer Covered Claim.

10.3 Procedure

The Indemnifying Party’s obligations in this section are contingent upon the Protected Party:

(a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection;

(b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and

(c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim.

A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.

10.4 Changes to Product

If required by settlement or court order, or if deemed reasonably necessary in response to a CustomerOS Covered Claim, CustomerOS may:

(a) obtain the right for the Customer to continue using the Product;

(b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or

(c) if neither (a) nor (b) are reasonable, terminate the Agreement and issue a pro-rated refund of prepaid fees for the remainder of the Subscription Period.

10.5 Exclusions

(a) CustomerOS’ obligations as an Indemnifying Party will not apply to CustomerOS Covered Claims that result from:

• modifications to the Product that were not authorized by CustomerOS or that were made in compliance with Customer’s instructions;

• unauthorized use of the Product, including use in violation of this Agreement;

• use of the Product in combination with items not provided by CustomerOS; or

• use of an old version of the Product where a newer release would avoid the CustomerOS Covered Claim.

(b) Customer’s obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from the unauthorized use of the Customer Content, including use in violation of this Agreement.

10.6 Exclusive Remedy

This Section 10 (Indemnification), together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.

11. Insurance

During the Subscription Period and for six months after, CustomerOS will carry commercial insurance policies with coverage limits that meet the Insurance Minimums as defined in a Cloud Service Agreement, if any. Upon request, CustomerOS will give Customer a certificate of insurance evidencing its insurance policies that meet the Insurance Minimums. CustomerOS’ insurance policies will not be considered as evidence of CustomerOS’ liability.

12. Confidentiality

12.1 Non-Use and Non-Disclosure

Unless otherwise authorized in the Agreement, the Recipient will

(a) only use Discloser’s Confidential Information to fulfill its obligations or exercise its rights under this Agreement; and

(b) not disclose Discloser’s Confidential Information to anyone else.

In addition, the Recipient will protect the Discloser’s Confidential Information using at least the same protections the Recipient uses for its own similar information but no less than a reasonable standard of care.

12.2 Exclusions

Confidential Information does not include information that

(a) Recipient knew without any obligation of confidentiality before disclosure by Discloser;

(b) is or becomes publicly known and generally available through no fault of Recipient;

(c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or

(d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.

12.3 Required Disclosures

Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides the Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at the Discloser’s expense, with the Discloser’s efforts to obtain confidential treatment for the Confidential Information.

12.4 Permitted Disclosures

Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 12 and Recipient remains responsible for everyone’s compliance with the terms of this Section 12.

12.5 Publicity Rights

Unless otherwise specified in a Cloud Service Agreement, CustomerOS may identify the Customer and use Customer’s logo and trademarks on the CustomerOS website and in marketing materials for the exclusive use of identifying the Customer as a user of the Cloud Service. These rights are granted for the length of the Agreement, and are revoked immediately upon notice of non-renewal.

13. Reservation of Rights

Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), CustomerOS retains all rights, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Section 1.7 (Customer Content), Customer retains all rights, title, and interest in and to the Customer Content.

14. General Terms

14.1 Entire Agreement

This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject.

CustomerOS expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes.

14.2 Modifications, Severability, and Waiver

Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. However, CustomerOS may update Technical Support, the SLA, the Security Policy, or the Acceptable Use Policy by giving the Customer 30 days prior notice. During the 30-day notice period, Customer may terminate the Agreement upon notice if the update is a material reduction from the prior version and CustomerOS cannot reasonably restore the prior version or a comparable alternative.

If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

14.3 Governing Law and Chosen Courts

The Governing Law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.

14.4 Injunctive Relief

Despite Section 14.3 (Governing Law and Chosen Courts), a breach of Section 12 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 12 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

14.5 Non-Exhaustive Remedies

Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

14.6 Assignment

Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

14.7 No Publicity

Neither party may publicly announce the existence of this Agreement without the prior written approval of the other party.

14.8 Notices

Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address. Notices will be deemed given:

• upon confirmed delivery if by email, registered or certified mail, or personal delivery; or

• two days after mailing if by overnight commercial delivery.

All notices to the Customer will be delivered to the contact designated in your account or in a Cloud Service Agreement.

14.9 Independent Contractors

The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

14.10 No Third-Party Beneficiary

There are no third-party beneficiaries of this Agreement.

14.11 Force Majeure

Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligations to pay fees.

14.12 Anti-Bribery

Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist CustomerOS or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

14.13 Titles and Interpretation

Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.

14.14 Signature

This Agreement may be signed in counterparts, including by electronic copies or other electronic acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same Agreement.