Master Terms of Service
These Master Terms of Service (this “Agreement”) sets forth the terms and conditions upon which Recura AI, Inc. (the “Company,” “Provider” or “us”) offers you, our customer (“Customer”, “you” or “you”), access to Company’s AI Managed Service and related Products. Access to the AI Managed Service and related Products is provided solely in accordance with, and subject to, this Agreement and the applicable order form.
Use and Access.
1.1 Use of AI Managed Service. During the Subscription Period and subject to the terms of this Agreement, Provider will use commercially reasonable efforts to provide Customer the AI Managed Service in accordance with the Service Level Terms attached hereto as Exhibit A. Provider hereby grants to Customer the right to (a) access and use the AI Managed Service for the sole purpose of the Permitted Uses. All right, title and interest in and to the AI Managed Service and all associated source code and all intellectual property rights therein are, and shall continue to be, owned wholly by Provider, and neither Customer nor any of its affiliates, nor any other person or entity, shall have any ownership rights, title or interests therein.
1.2 Access to AI Managed Service. Customer shall be provided access to the AI Managed Service via a Web-based portal. Login credentials for the portal will be provided to Customer directly by Provider. Customer shall not share such credentials with any individual or entity other than employees of Customer (“Users”) and then only provided that such Users are bound by confidentiality obligations reasonably acceptable to Provider with respect to the credentials and the AI Managed Service. Provider may change the login credentials from time to time in the discretion of Provider and shall promptly provide changed credentials to Customer. Provider may terminate the login credentials in the event Customer fails to pay the fees payable pursuant to Section 3 or otherwise fails to comply with its obligations under this Agreement. Customer is responsible for all actions on Users’ accounts and for all Users’ compliance with this Agreement. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised. Provider reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
Agreements Regarding the AI Managed Service
2.1 Restrictions on Use of AI Managed Service. Customer acknowledges that the AI Managed Service constitutes trade secrets of Provider. Accordingly, except as may be expressly permitted under this Agreement, Customer agrees that Customer and its affiliates will not (and will not permit any third party to): (i) modify, adapt, alter, translate, or create derivative works of the AI Managed Service, or any associated Software and Documentation (collectively, the “Product”); (ii) build a product or service using similar ideas, features, functions, or graphics of the Product; (iii) sublicense, resell, rent, lease, transfer, assign, or otherwise allow others to access or use the Product; (iv) reverse engineer, decompile, decode, or disassemble the AI Managed Service; (v) otherwise attempt to derive the source code or underlying ideas or algorithms for the Product or attempt to gain access to any underlying code used to implement or deploy the Product, or utilize such source code in any way; (vi) remove or obscure any proprietary rights notice provided within the Product; (vii) use the Product to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or confidentiality rights; (viii) use the Product to store or transmit viruses, worms, time bombs, Trojan horses, or other harmful or malicious code, files, scripts, agents, or programs; (ix) conduct security or vulnerability tests on, interfere with or disrupt the integrity or performance of, or circumvent access controls provided by, the Product; (xi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (xii) use the Product with any activity (A) where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage.(B) 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 Input Data (as hereinafter defined) to which Customer and Users do not have the proper rights Use of the Product must comply with all Documentation.
2.2 Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.3 Rights to Data. Provider may (but is not obligated to) monitor the usage of the AI Managed Service by Customer. Data that Customer inputs in order to utilize the AI Managed Service ("Input Data") and data that is generated by the AI Managed Service as a result of Customer's inputs to the AI Managed Service ("Output Data") shall all remain owned by Customer, but Provider shall have an unconditional and unrestricted license to use both Input Data and Output Data for purposes of investigating, researching, effecting and implementing modifications and/or improvements to the AI Managed Service, including without limitation to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider's products and services, including third-party components of the AI Managed Service, and Customer authorizes Provider to process its Usage Data and Input Data for such purposes (the "Recura AI INC Input/Output Rights"). All usage data other than Input Data and Output Data (“Usage Data”) will be owned by Provider and may be used for any lawful purpose. Provider shall be responsible for assuring that its usage of such data complies with applicable data protection laws. However, (a) Usage Data and Input Data must be aggregated before it can be used for these purposes, and (b) Provider will use commercially reasonable efforts consistent with industry standard technology to de-identify Usage Data and Input Data before such use. Nothing in this section will reduce or limit Provider's obligations regarding Personal Data that may be contained in Usage Data or Input Data under applicable data protection laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight. As used herein, “Personal Data” will have the meaning(s) set forth in the applicable data protection laws for personal information, personal data, personally identifiable information, or other similar term.
2.4 Feedback. To the extent Customer provides Provider any suggestions, ideas, enhancement requests, recommendations, or feedback relating to the AI Managed Service (collectively, "Feedback"), Customer hereby grants to Provider a fully paid-up, royalty-free, worldwide, irrevocable, perpetual license to use or incorporate the Feedback into the AI Managed Service and any other products or services of Provider or its affiliates. To the extent Provider or its affiliates incorporate any Feedback into the AI Managed Service or any other such products or services (the "Incorporated Feedback"), Customer hereby acknowledges and agree that it shall have no right, title, or interest in and to the Incorporated Feedback and to the extent any aspect of the Incorporated Feedback is deemed to be owned by Customer, Customer hereby assigns all right, title, and interest in and to such Incorporated Feedback and any intellectual property rights therein to Provider.
2.5 Suspension. If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Use of AI Managed Service); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer’s access to the Product with or without notice. Provider will reinstate Customer’s access to the Product only if Customer resolves the underlying issue.
Customer Fees.
3.1 Fees; Billing. Customer will pay Provider the then applicable Platform Fees described in the Order Form for the Services and any additional fees that are noted in the Order Form, in each case in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of Additional Platform Fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Provider reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the then-current Subscription Period (including any then-current renewal term), upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Provider has billed Customer incorrectly, Customer must contact Provider no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Provider’s customer support department.
3.2 Invoicing. Provider may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Provider thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Provider’s net income.
Term and Termination; Survival.
4.1 Term. The term of this Agreement will begin on the Effective Date and continue through the Subscription Period set forth on the Order Form. Thereafter, the term shall automatically renew for additional Subscription Periods unless one party gives written notice of non-renewal to the other party before the 30th day preceding the end of the then-current Subscription Period (the Subscription Period, as extended or earlier terminated as provided in this Agreement, the "Term").
4.2 Termination for Cause. This Agreement may be terminated prior to the expiration of the then-current Term by either Party, effective immediately upon written notice, where: (i) the other Party materially breaches any provision in this Agreement which remains uncured within twenty (20) days after written notice of such breach is given by the aggrieved Party to the breaching Party (provided that no advance notice shall be required for termination by Provider for nonpayment); or (ii) if (a) a voluntary petition in bankruptcy shall be filed by the other Party, or (b) an involuntary petition in bankruptcy or petition alleging insolvency or inability to pay debts when due in the ordinary course of business shall be filed against the other Party and not be dismissed within thirty (30) days, or (c) a receiver shall be appointed for the assets of the other Party and not be dismissed within thirty (30) days, or (d) the Party shall make an assignment for the benefit of creditors, shall become insolvent, or shall be unable to pay its debts when due in the ordinary course of business. In addition to the foregoing, this Agreement may be terminated immediately by written notice from Provider in the event that Customer fails to comply with its obligations to pay the fees contemplated hereby.
4.3 Effects of Termination. Upon termination or expiration of this Agreement for any reason: (i) the rights granted to Customer under this Agreement shall immediately terminate, (ii) all obligations of Provider hereunder shall terminate, (iii) to the extent Customer has any copy of the Product, Customer will discontinue such use and return or destroy (as instructed by Provider) all copies of the Product; and (iv) Provider will submit a final bill or invoice for all outstanding fees accrued before termination and Customer will pay the invoice according to Section 3 (Customer Fees).
4.4 No Liability for Proper Termination. Neither Party shall be liable for damages of any kind as a result of properly exercising its respective right to terminate this Agreement according to the terms and conditions of this Agreement and termination will not affect any other right or remedy of either Party. No compensation of any kind (including without limitation any claim for loss of profits, loss of prospective profits, damages, or indemnity) shall be due from either Party to the other solely as a result of termination of this Agreement.
4.5 Survival. Upon termination or expiration of this Agreement, (i) any outstanding Customer payment obligations, and Sections 6, 7, 10 and 11. shall survive the expiration or termination of this Agreement without time limitation and (ii) the provisions of Sections 8 and 9 shall survive for 12 months.
Mutual Representations and Warranties. Each Party represents and warrants that it has full right, power, and authority to enter into this Agreement and to perform its obligations and duties under this Agreement, and that the performance of such obligations and duties does not and will not conflict with or result in a breach of any other agreements of such Party or any judgment, order, or decree by which such Party is bound.
Service Warranty and Disclaimers. Provider shall use reasonable efforts consistent with prevailing industry standards to maintain the AI Managed Service in a manner which minimizes errors and interruptions. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Provider or by third-party providers, or because of other causes beyond Provider’s reasonable control, but Provider shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, PROVIDER DOES NOT WARRANT THAT THE AI MANAGED SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE AI MANAGED SERVICE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE AI MANAGED SERVICE IS PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER DOES NOT GUARANTEE THAT THE AI MANAGED SERVICE WILL PERMIT INTEGRATION WITH, OR DIRECT BOOKING INTO, AN ELECTRONIC MEDICAL RECORDS (“EMR”) SYSTEM.
Limitation of Liability. IN NO EVENT SHALL PROVIDER OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS BE LIABLE FOR COSTS OF PROCURING SUBSTITUTE SOFTWARE NOR FOR ANY LOSS OF BUSINESS, LOSS OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER THE CLAIM IS BASED ON BREACH OF CONTRACT, TORT LIABILITY, OR OTHERWISE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF PROVIDER UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT WHICH GAVE RISE TO THE FIRST CLAIM THAT ARISES BETWEEN THE PARTIES UNDER THIS AGREEMENT.
Indemnity by Provider. Provider will indemnify, defend, and hold harmless Customer and its officers, directors, employees, agents, and contractors (collectively, "Customer Indemnified Parties") from and against all liabilities, losses, damages, costs, or other expenses, including reasonable attorneys' fees (collectively, "Indemnified Losses") to the extent resulting from any claim, action, proceeding, or suit, in either case, asserted or brought by a third party against a Customer Indemnified Party that the AI Managed Service, as and in the form provided by Provider and used by Customer in accordance with the terms of this Agreement, infringes such third party's intellectual property rights (each, an "Indemnified Claim"); provided, however, that Provider shall have no obligations under this Section if and to the extent any Indemnified Claim, or any resulting Indemnified Losses, are based on: (i) Provider’s compliance with any explicit instructions or specifications provided by Customer; (ii) the modification of the AI Managed Service by Customer or any of its agents, employees or contractors; (iii) the combination of the AI Managed Service with any product, software, or service not provided by Provider; (iv) a Customer Indemnified Party's continued use (including sublicensing) of the AI Managed Service after Provider has provided the Customer Indemnified Party with a new version or update to such AI Managed Service that no longer infringes; (v) a Customer Indemnified Party's misuse of the AI Managed Service (including any use outside of the express scope of the licenses granted hereunder); (vi) software applications of the Customer; (vii) a claim that the Input Data violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights (each of (i)-(vii), an "Excluded Claim"); or (viii) any open source software used or incorporated into the AI Managed Service. Provider’s obligations under this Section 8 are conditioned on: (a) Customer promptly notifying Provider in writing of the applicable Indemnified Claim; (b) Provider being granted sole control of the defense or settlement thereof; and (c) the Customer Indemnified Parties furnishing to Provider, on request, all relevant information available to such Customer Indemnified Party and providing reasonable cooperation for such defense. The obligations provided in this Section 8 shall be the sole obligation of Provider and the exclusive remedy of all Customer Indemnified Parties with respect to any infringement claims based on the AI Managed Service or any other services provided by Provider to Customer. If Provider believes that a Customer Indemnified Party is, or may become, prohibited from continued use (including licensing) of any AI Managed Service by reason of an actual or anticipated infringement claim or suit then, at Provider’s option, Provider will use its reasonable efforts to: (1) obtain for such Customer Indemnified Party the right to continue to use the AI Managed Service as permitted hereunder; or (2) replace or modify the AI Managed Service so that it is no longer subject to such claim or suit. If the options described in clauses (1) and (2) above are not reasonably available to Provider with respect to the AI Managed Service, then Provider has the right not to provide any portion of the AI Managed Service that is the subject matter of the claim or suit and the Customer Indemnified Party's license to such AI Managed Service will immediately terminate.
Indemnity by Customer. Customer will indemnify, defend, and hold harmless Provider and its officers, directors, shareholders, employees, agents and contractors (collectively, "Provider Indemnified Parties") from and against any and all Indemnified Losses resulting from any claim, action, proceeding, or suit arising out of or related to an Excluded Claim. If Provider tenders the defense of such claim, action, proceeding, or suit to Customer, Customer will have the obligation to defend such claim with counsel reasonably acceptable to Provider; provided however, Provider may participate in the defense of the claim with its own counsel at its own expense. No settlement of a claim, action, proceeding, or suit contemplated in this Section will be binding on Provider without Provider’s prior written consent.
Confidentiality.
10.1 "Confidential Information" means all information that is disclosed by a Party to the other Party in connection with this Agreement that is: (i) conveyed in written, graphic, machine readable or other tangible form; (ii) conveyed orally, provided that such information is designated as "confidential" or "proprietary" at the time of such oral disclosure or within thirty (30) days after the date of oral disclosure; (iii) the terms of this Agreement; (iv) the AI Managed Service and underlying code (which, for the avoidance of doubt, shall be Confidential Information of Provider); (v) a party's business and customer information, product plans and product and technology roadmaps; and (vi) any information, data or know-how derived from the items in (i)-(v). Notwithstanding the above, information shall not be deemed Confidential Information if it: (a) is or becomes generally known to the public through no unlawful act of the receiving party; (b) was known to the receiving party at the time of disclosure, as evidenced by the receiving party's written records, and not subject to other restrictions on its disclosure; (c) is disclosed with the prior written approval of the disclosing party; (d) was independently developed by the receiving party without any use of, or reference to, the Confidential Information of the disclosing party; or (e) becomes known to the receiving party from a source other than the disclosing party without breach of this Agreement and otherwise not in violation of the disclosing party's rights.
10.2 Nondisclosure or Use. Each party agrees that it shall not disclose to anyone, or use for any purpose other than as contemplated by this Agreement, any Confidential Information of the other party without the prior written consent of the other party, except that each party may: (i) use the Confidential Information of the other party to, but only to, carry out the activities permitted hereunder; and (ii) disclose the Confidential Information of the disclosing party to the receiving party's employees and consultants who have a need to know such Confidential Information in order to exercise the rights and fulfill the obligations of the receiving party and who are bound by a written confidentiality agreement with confidentiality provisions no less stringent than those contained in this Agreement.
10.3 Permitted Disclosures. The receiving party may disclose Confidential Information pursuant to a valid order issued by a court or government agency, provided that the receiving party promptly provides to the disclosing party written notice of such disclosure requirement and cooperates with the disclosing party if the disclosing party seeks to limit or oppose such disclosure.
10.4 Ownership and Return of Confidential Information. All Confidential Information of a disclosing party shall remain the sole property of such disclosing party. Upon the termination of this Agreement, or at any time upon written request of the disclosing party, the receiving party shall return (or delete or destroy) the disclosing party's Confidential Information and not keep any copies thereof, provided that the receiving party may retain the disclosing party’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 10 (Confidentiality) and Section 11 (Data Processing) will continue to apply to retained Confidential Information.
Data Processing and Privacy
11.1 Security. Provider has established and maintains reasonable safeguards to protect the confidentiality, integrity and availability of Usage Data and the systems Provider uses to provide the Services.
11.2 Business Associate Agreement. Upon request to Provider, Provider and Customer shall enter into a Business Associate Agreement (a “BAA”) relating to the Services.
11.3 Compliance. Each Party shall at all time remain in substantial compliance with all laws, rules and regulations relating to the protection of personal information, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, as amended, in connection with the use or delivery of the Services, as applicable.
General
12.1 Relationship. The Parties are each independent contractors, and neither Party shall be, nor represent itself to be, the franchisor, joint venturer, franchisee, partner, broker, employee, servant, agent, or legal representative, of the other party for any purpose whatsoever. Neither Party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other party, or bind the other party in any manner whatsoever.
12.2 Waiver. No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single exercise, any single failure to exercise, or a partial exercise of a right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any right, power or privilege hereunder shall be valid unless made in writing and signed by the waiving Party.
12.3 Amendment. From time to time, the Company may modify this Agreement, effective immediately upon posting such modified terms. While we may note the date of the last update to this Agreement and provide additional notice of such modifications, you acknowledge and agree that you must periodically check for any updates. Except to the extent expressly contemplated by this Agreement, no other amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in writing and signed by duly authorized representatives of both parties.
12.4 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement or the application of such provisions as applied to other persons, places and circumstances shall remain in full force and effect.
12.5 Notice. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
12.6 Captions and Headings. All captions and headings are for reference only and shall not be considered in interpreting or construing this Agreement.
12.7 Assignment. This Agreement may not be assigned or delegated by Customer without the prior written approval of Provider. For purposes of this Section 12.6, an “assignment” by Customer under this Section shall be deemed to include, without limitation, any merger, consolidation, sale of all or substantially all of its assets or any substantial change in the management or control of Customer. Provider may freely assign this Agreement or delegate any or all of its rights and obligations hereunder to any third party. Any attempted or purported assignment in contravention of this Section 12.6 shall be null, void and ineffective from inception and will be a material breach of this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.
12.8 Equitable Relief. Customer agrees that any actual or threatened misuse or misappropriation of the AI Managed Service would cause irreparable injury to Provider and its customers, representatives, suppliers and agents for which no adequate remedy at law exists; therefore, Customer agrees that in addition to all other remedies available to Provider, equitable remedies, including without limitation injunctive relief and specific performance, without the requirement of posting a bond (where applicable), are appropriate remedies to redress any of the foregoing. Provider shall be entitled to recover any out of-pocket expenses incurred in seeking and enforcing any equitable remedies, including, without limitation, any legal expenses, including court costs and reasonable attorney's fees.
`12.9 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to conflicts of law principles. The application of the United Nations Convention on the International Sale of Goods is specifically disclaimed.
12.10 Force Majeure. Neither Party shall be in breach or default by reason of any failure in performance of its obligations if such failure arises out of causes beyond the control (whether caused directly or indirectly) of such Party. Such causes may include, but are not restricted to: Acts of God or of the public enemy; acts of government (including specifically but not exclusively any orders, rules, or regulations issued by any official or agency of any such government) in either its sovereign or contractual capacity; riots or other civil unrest; fires; earthquake; floods; epidemics or pandemics; quarantine restrictions; embargoes; strikes; labor difficulties; delays or interruptions in performance by suppliers or subcontractors; unusually severe weather; shortages in labor, fuel, materials and supplies; internet connectivity problems; hacking of any facilities, resources, or infrastructure (whether of Provider or any third-party service provider thereof); or any combination thereof.
12.11 Export Controls. Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC’s Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Provider may terminate this Agreement immediately without notice or liability to comply, as determined in Provider’s sole discretion, with applicable export controls and sanctions laws and regulations.
12.12 Government Rights. The AI Managed Service and related Software are deemed “commercial items” or “commercial computer software” according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.
12.3 Entire Agreement. This Agreement, including all exhibits attached hereto and documents referenced herein, constitutes the entire agreement between Provider and Customer with respect to the subject matter hereof and supersedes all previous communications, agreements and understandings, whether oral or written, between Provider and Customer.
EXHIBIT A
Service Level Terms
Provider shall use commercially reasonable efforts to ensure that the AI Managed Service is available 99.9% of the time, measured monthly, excluding scheduled maintenance.