These Online Terms of Service (the "Terms") govern access to and use of the Endeavor AI, Inc. ("Endeavor," "we," "us," or "our") services by the customer identified in an applicable Service Order ("Customer" or "you").

These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you" or "Customer"), and Endeavor, concerning your access to and use of the Services. You agree that by clicking "I Agree," accessing the Services, or entering a Service Order that references these Terms, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We reserve the right to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes that will materially change your rights and obligations, by revising the "Last updated" date of these Legal Terms and giving you written or electronic notice by e-mail or upon your next login to the Services at least 30 days prior to any changes taking effect. It is your responsibility to periodically review these Legal Terms to stay informed of updates. If you give us prompt written notice of objection to any update, the Parties will negotiate the updated terms with you in good faith, or at our discretion, allow early termination of the Services. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after becoming aware of the changes.

We recommend that you print a copy of these Legal Terms for your records.

TABLE OF CONTENTS

1. SERVICE ORDERS
2. ACCESS TO THE SERVICES
3. AI FEATURES, OUTPUTS, AND RESPONSIBILITIES
4. CUSTOMER DATA, USAGE DATA, AND PRIVACY
5. SECURITY
6. FEES AND PAYMENT
7. INTELLECTUAL PROPERTY AND PUBLICITY
8. CONFIDENTIALITY
9. TERM AND TERMINATION
10. WARRANTIES AND DISCLAIMERS
11. INDEMNIFICATION AND LIMITATIONS ON LIABILITY
12. GENERAL TERMS

1. Service Orders

1.1 Service Orders. Each Service Order describes the specific products and services, fees, duration, usage limits, and commercial details for your subscription. These Terms apply to all Service Orders that refer to them and form a single agreement between you and Endeavor.

1.2 SOWs. The Services are organized into categories of Use Cases, each which will have a separate scope, term, and implementation milestones. All Use Cases will be described in one or more Statements of Work ("SOW") or change order that will be incorporated by reference into the Service Order.

1.3 Order of precedence. If there is a direct conflict between a Service Order and these Terms, the following order of precedence applies: (a) the Service Order, including any SOWs, and then (b) these Terms, but only for the conflicting subject matter.

2. Access to the Services

2.1 License to use the Services. Subject to your compliance with these Terms and the applicable Service Order, Endeavor grants you a limited, non-exclusive, non-transferable license for your authorized users to access and use the cloud-based automation and AI services described in the Service Order and related documentation (the "Services") during the applicable subscription term.

2.2 Authorized Users and accounts. You may authorize your employees, contractors, and (if agreed in a Service Order) affiliates to use the Services on your behalf ("Authorized Users"). You shall not knowingly allow any competitor of Endeavor to be an Authorized User. You are responsible for: (a) all use of the Services by Authorized Users, (b) maintaining the confidentiality of access credentials, and (c) promptly notifying us of any unauthorized access.

2.3 Use restrictions. You agree not to, and not to allow any third party to: (a) reverse engineer, decompile, or attempt to discover the source code or underlying algorithms of the Services; (b) modify or create derivative works of the Services; (c) interfere with, damage, or disrupt the Services or our systems; (d) rent, lease, resell, or otherwise provide the Services to third parties (except as expressly permitted in a Service Order); (e) use the Services to develop or benchmark a competing product; or (f) remove or alter any proprietary notices.

2.4 Service suspension. We may suspend your access to the Services if: (a) we reasonably believe your use poses a security or legal risk, (b) you become insolvent or enter bankruptcy-type proceedings, or (c) any undisputed amount on your account is more than thirty (30) days overdue and we have given notice. We will restore access promptly once the issue is resolved.

3. AI Features, Outputs, and Responsibilities

3.1 AI Services. The Services use machine learning and other AI techniques to analyze your data and perform automation tasks.

3.2 AI outputs and limitations. The Services may generate data, documents, recommendations, insights, or other results (collectively, "Outputs") based on your data and configuration. YOU ACKNOWLEDGE THAT: (A) OUTPUTS MAY BE INCOMPLETE, INACCURATE, OR INAPPROPRIATE; AND (B) NO AI SYSTEM CAN GUARANTEE PERFECT ACCURACY IN ALL CASES.

3.3 Customer review and supervision. You are responsible for reviewing and validating Outputs before relying on them, especially for critical or regulated decisions. You agree not to rely solely on AI-generated Outputs without appropriate human supervision, particularly in safety-sensitive or high-impact use cases.

3.4 Responsibility for use of Outputs. Except as expressly stated in these Terms, you are responsible for how you use the Outputs, for any decisions you make based on the Outputs, and for any content you send or actions you take using the Services. Our warranties and liability are limited as set out in Sections 10 and 11.

3.5 Limitations on high-risk uses. The Services are not designed for use in situations where failure could result in death, bias and discrimination, personal injury, or significant physical or environmental damage. You agree not to use the Services in any such high-risk environments.

4. Customer Data, Usage Data, and Privacy

4.1 Customer Data. "Customer Data" means any data, information, or other material you provide, upload, or make available to the Services (including documents, records, product materials, call recordings, and similar content).

4.2 Responsibility for Customer Data. You are responsible for: (a) ensuring that you have all rights necessary to provide Customer Data to us and to use it with the Services; (b) the accuracy, quality, and legality of Customer Data; and (c) any claims that Customer Data infringes or violates the rights of others or applicable law.

4.3 Use of Customer Data. We will use Customer Data only as necessary to provide, secure, and support the Services to you, and as otherwise described in these Terms, our privacy policy, and any applicable data processing agreement.

4.4 Usage Data and service improvement. We may collect and use aggregated, de-identified technical and usage information about how the Services are used ("Usage Data") to maintain, improve, and develop our services, models, benchmarks, and analytics, provided that Usage Data does not identify you or your Authorized Users.

4.5 AI model use. Any AI model that we train, tune, or enhance specifically on your Customer Data will be used only to provide the Services to you and will not be shared with or used for other customers, even after termination, except as otherwise agreed in writing.

4.6 Personal data and privacy laws. We will maintain administrative, technical, and physical safeguards to protect Customer Data as set out in our Security Policies and, where applicable, in a separate data processing agreement. The Services are not designed to meet industry-specific laws such as HIPAA, GLBA, or FISMA unless expressly agreed in writing; you should not provide regulated data unless we have signed a separate agreement covering that data.

5. Security

5.1 Security. We will maintain the security measures described in our security policies and if needed, any applicable data processing agreement, which is hereby incorporated into the Agreement by reference, including reasonable administrative, technical, and physical safeguards to protect Customer Data against unauthorized access, use, or disclosure.

6. Fees and Payment

6.1 Fees. You agree to pay the fees specified in each Service Order ("Fees"). Fees are non-refundable except as required by law or as otherwise specifically permitted in the agreement. If Customer's Service Order includes a minimum commitment, the minimum commitment amount is non-cancellable except as required by law or as otherwise specifically permitted in the Agreement.

6.2 Invoicing and payment terms. Unless otherwise stated in the Service Order, we will invoice you for the annual Fees for each Use Case promptly after the implementation period for that Use Case is complete, and invoices are due within thirty (30) days of the invoice date. We may allow you to pay annual Fees in equal monthly installments for convenience; this does not change your overall financial commitment for the applicable term.

6.3 Disputed amounts. If you believe an invoice is incorrect, you must notify us within ten (10) days of receipt with reasonable detail. The parties will work together in good faith to resolve the dispute. Undisputed amounts remain due.

6.4 Late payments. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law, and we may suspend the Services if any undisputed amount remains unpaid for more than thirty (30) days after notice. You are responsible for reasonable collection costs, including attorneys' fees, for undisputed overdue amounts.

6.5 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, value-added, or similar taxes (other than taxes on our income) arising from your purchases under these Terms.

7. Intellectual Property and Publicity

7.1 Endeavor IP. The Services, including our software, platforms, models, documentation, content, and trademarks (collectively, "Endeavor IP"), are owned by Endeavor and our licensors. We reserve all rights in Endeavor IP not expressly granted in these Terms.

7.2 Customer Data and Outputs. Customer retains all ownership rights in Customer Data and owns all Outputs generated for you from Customer Data. This ownership does not limit our rights to Usage Data as described in Section 4.4.

7.3 License to feedback. If you provide suggestions or comments about the Services, we may use that feedback for any purpose without obligation or payment to you, so long as we do not disclose your Confidential Information in doing so.

7.4 Use of marks and publicity. Upon your written approval, we may identify you as a customer and use your name and logo on our website and in marketing materials, provided we do not disclose your Confidential Information. Any case studies or quotes will be subject to your review and approval.

8. Confidentiality

8.1 Confidential Information. "Confidential Information" means non-public information that one party discloses to the other and marks as confidential or that a reasonable person would understand to be confidential under the circumstances. The terms of Service Orders, pricing, our security policies, and your non-public business and technical information are Confidential Information.

8.2 Obligations. The receiving party will: (a) use Confidential Information only as needed to perform under these Terms; (b) protect it with at least the same care it uses for its own similar information (and no less than reasonable care); and (c) not disclose it to anyone except its employees, contractors, and advisors who need to know it and are bound by similar confidentiality obligations.

8.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without restriction; (c) was lawfully received from a third party; or (d) was independently developed without use of the other party's Confidential Information.

8.4 Required disclosures. A party may disclose Confidential Information if required by law or court order, but must (where legally permitted) give the other party prompt notice and cooperate reasonably to limit the disclosure.

9. Term and Termination

9.1 Terms. The Agreement starts on the effective date of your first Service Order and continue until all Service Orders have expired or been terminated, unless ended earlier as described below.

9.2 Subscription terms. Each Use Case has its own Initial Service Term and Renewal Terms, as set out in the Service Order. Once a Use Case has passed any agreed implementation or evaluation period and its Initial Service Term has begun, that term is non-cancellable, except as expressly permitted in these Terms or the Service Order.

9.3 Termination for convenience. Either party may terminate the Agreement for convenience upon thirty (30) days' written notice, but only if no Service Order is in the course of being fulfilled by Company.

9.4 Termination for cause. Either party may terminate these Terms or a specific Service Order if the other party materially breaches and does not cure the breach within thirty (30) days after written notice (or immediately if the breach cannot reasonably be cured), or if the other party becomes subject to bankruptcy or similar proceedings as described in the MSA.

9.5 Effect of termination. Upon expiration or termination: (a) your access to the affected Services will stop; (b) you will pay all Fees due through the effective date of termination (and, if termination is due to your uncured breach, any remaining committed Fees as set out in the applicable Service Order); and (c) each party will, upon request, return or delete the other party's Confidential Information, subject to standard backup and archival copies.

9.6 Survival. Sections related to confidentiality, intellectual property, payment, indemnification, limitation of liability, and other provisions that by their nature should survive will continue after termination.

10. Warranties and Disclaimers

10.1 Customer warranties. You represent and warrant that: (a) you will use the Services only in accordance with these Terms and applicable law; (b) it shall not use the Services for any illegal or unauthorized purpose and (b) you have obtained and will maintain all necessary rights and consents to provide Customer Data to the Services and to use the Outputs.

10.2 Endeavor warranties. We warrant that, during the Term, the Services will conform in all material respects with the documentation when used in accordance with these Terms.

10.3 Exclusive remedy. If the Services do not meet the warranty in Section 10.2, your exclusive remedy and our entire liability is for us to use commercially reasonable efforts to correct the non-conformity in a timely manner.

10.4 Disclaimer. Except as expressly stated in these Terms, the Services and Outputs are provided "as is" and "as available." ENDEAVOR MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. ENDEAVOR MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER CONTENT WILL BE ACCURATE, THAT DEFECTS WILL BE CORRECTED, OR REGARDING ANY THIRD-PARTY SERVICES. ENDEAVOR WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY CUSTOMER CONTENT, THIRD-PARTY SERVICES, THIRD-PARTY CONTENT, OR NON-OPENAI SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS). YOU ACKNOWLEDGE THAT OUTPUTS MAY BE INCOMPLETE OR INACCURATE AND THAT YOU ARE RESPONSIBLE FOR REVIEWING OUTPUTS BEFORE USE.

11. Indemnification and Limitations on Liability

11.1 Indemnity by Customer. You will defend, indemnify, and hold harmless Endeavor and its affiliates, officers, directors, and employees from third-party claims, damages, and expenses arising out of: (a) your use of the Services in violation of law or these Terms; (b) your breach of your warranties; or (c) Customer Data that infringes or misappropriates any third party's intellectual property or other rights.

11.2 Indemnity by Company. We will defend, indemnify, and hold you and your affiliates, officers, directors, and employees harmless from third-party claims, damages, and expenses arising out of: (a) a claim that the Services, when used as permitted, infringe a third party's intellectual property rights; (b) our material breach of these Terms; or (c) our breach of our data protection obligations under Section 4.6.

11.3 Indemnity procedures. The indemnified party must promptly notify the indemnifying party in writing of any claim, allow the indemnifying party to control the defense and settlement, and cooperate as reasonably requested. The indemnifying party will not settle any claim that imposes non-monetary obligations on the indemnified party without its prior written consent (not to be unreasonably withheld).

11.4 Limitations of liability. To the maximum extent permitted by law: (a) neither party is liable for any lost profits, business interruption, or indirect, special, incidental, consequential, or punitive damages; and (b) except for breaches of confidentiality, indemnification obligations, or your payment obligations, each party's total aggregate liability arising out of or related to these Terms will not exceed the lesser of twenty thousand (USD $20,000) or the Fees paid or payable by you during the twelve (12) months before the event giving rise to the claim.

12. General Terms

12.1 Compliance with laws. Each party will comply with applicable laws in connection with its performance under these Terms, including laws governing personal data and AI-related regulation to the extent applicable.

12.2 Assignment. You may not assign these Terms or any Service Order without our prior written consent, except as part of a merger or sale of substantially all of your assets. We may assign these Terms without consent in connection with a merger, corporate reorganization, or sale of all or substantially all of our assets.

12.3 Force majeure. Neither party is responsible for delays or failures caused by events beyond its reasonable control (for example, natural disasters, war, terrorism, civil unrest, internet or power outages), but your payment obligations for Services already provided remain in effect.

12.4 Notices. Formal notices must be sent to the addresses specified in the Service Order (or later updated in writing) by email, courier, or registered mail. Day-to-day operational notices may be given by email.

12.5 Governing law and dispute resolution. These Terms are governed by the laws of the United States and the State of California, without regard to conflict-of-laws rules. The parties will first attempt to resolve any dispute informally; such informal negotiations shall commence upon written notice. If the Parties are unable to resolve a dispute through informal negotiations, the dispute will be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in California. If for any reason, a dispute proceeds in court rather than in arbitration, federal courts of the Northern District of California and the state courts of the State of California shall have exclusive jurisdiction to adjudicate the Dispute, unless otherwise set forth in the Service Order. Both parties hereby irrevocably consent to the jurisdiction of such courts.

12.6 Entire agreement. These Terms, together with all Service Orders, SOWs, and any referenced policies or addenda, form the entire agreement between you and Endeavor regarding the Services and supersede all prior or contemporaneous agreements on the same subject. Any amendments must be in a signed writing or in a revised online version to which you agree in a subsequent Service Order.

Contact Us

If you have any questions or concerns about these Terms, please contact us at:

• Endeavor AI, Inc.
• San Francisco, CA
• Email: info@endeavor.ai