Terms of Services

General Terms and Conditions for Services

Last modified: October 28, 2025

Applicability.
1. These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by Grassroots Analytics, Inc. (“Service Provider”) to each customer (“Customer”). Customer may include, without limitation, participants in early access programs such as Alpha Users and Beta Users. For purposes of these Terms, Alpha Users shall be deemed Beta Users, and all rights, obligations, and provisions applicable to Beta Users shall apply equally to Alpha Users.
2. The accompanying order confirmation (the "Order Confirmation"), if attached, and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, these Terms shall govern, unless the Order Confirmation expressly states that the terms and conditions of the Order Confirmation shall control.
3. These Terms prevail over any of Beta User/Customer/Beta User's general terms and conditions regardless of whether or when Customer/Beta User has submitted its request for proposal, order, or such terms. Provision of services to Customer/Beta User does not constitute acceptance of any of Customer/Beta User's terms and conditions and does not serve to modify or amend these Terms.

Services. Service Provider shall provide the services to Customer/Beta User as described in the Order Confirmation (the "Services") in accordance with these Terms.

Performance Dates. Service Provider shall use reasonable commercial efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only.

Customer’s/Beta User's Obligations. Customer/Beta User shall:
1. cooperate with Service Provider in all matters relating to the Services and provide such access to Customer/Beta User's hardware and other access as may reasonably be requested by Service Provider, for the purposes of performing the Services;
2. respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
3. provide such Customer/Beta User materials or information as Service Provider may request to carry out the Services in a timely manner and ensure that such Customer/Beta User materials or information are complete and accurate in all material respects; and
4. obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

Customer’s/Beta User's Acts or Omissions. If Service Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer/Beta User or its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer/Beta User, in each case, to the extent arising directly or indirectly from such prevention or delay.

Change Orders.
1. If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Service Provider shall, within a reasonable time after such request, provide a written estimate to Customer/Beta User of:
  1. the likely time required to implement the change;
  2. any necessary variations to the fees and other charges for the Services arising from the change;
  3. the likely effect of the change on the Services; and
  4. any other impact the change might have on the performance of this Agreement.
2. Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a "Change Order"). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 26 (AMENDMENT).
3. Notwithstanding Section 6(a) and Section 6(b), Service Provider may, from time to time change the Services without the consent of Customer/Beta User provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Confirmation.
4. Service Provider may charge for the time it spends assessing and documenting a change request from Customer/Beta User on a time and materials basis in accordance with the Order Confirmation.
Fees and Expenses; Payment Terms; Interest on Late Payments.
1. In consideration of the provision of the Services by Service Provider and the rights granted to Customer/Beta User under this Agreement, Customer/Beta User shall pay the fees set forth in the Order Confirmation.
2. Customer/Beta User agrees to reimburse Service Provider for all reasonable travel and out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services.
3. Customer/Beta User shall pay all invoiced amounts due to Service Provider within fifteen (15) days from the date of Service Provider's invoice. Customer/Beta User shall make all payments hereunder in US dollars by wire transfer or check.
4. In the event payments are not received by Service Provider after becoming due, Service Provider may:
  1. charge interest on any such unpaid amounts at a rate of 1% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and
  2. suspend performance for all Services until payment has been made in full.

Taxes. Customer/Beta User shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer/Beta User hereunder.

Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other materials that are delivered to Customer/Beta User under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services, including any items identified as such in the Order Confirmation (collectively, the "Deliverables") except for any Confidential Information of Customer/Beta User or Customer/Beta User materials shall be owned by Service Provider. Service Provider hereby grants Customer/Beta User a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer/Beta User to make reasonable use of the Deliverables and the Services.

Confidential Information.
1. All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to Customer/Beta User s, pricing, and marketing (collectively, "Confidential Information"), disclosed by Service Provider to Customer/Beta User, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer/Beta User without the prior written consent of Service Provider. Confidential Information does not include information that is:
  1. in the public domain;
  2. known to Customer/Beta User at the time of disclosure; or
  3. rightfully obtained by Customer/Beta User on a non-confidential basis from a third party.
2. Customer/Beta User agrees to use the Confidential Information only to make use of the Services and Deliverables.
3. Service Provider shall be entitled to injunctive relief for any violation of this Section.

Representation and Warranty.
1. Service Provider represents and warrants to Customer/Beta User that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
2. For individuals other than Beta Users, the Service Provider shall not be liable for a breach of the warranty set forth in Section 11(a) unless Customer/Beta User gives written notice of the defective Services, reasonably described, to Service Provider within fifteen (15) days of the time when Customer/Beta User discovers or ought to have discovered that the Services were defective. Beta Users understand that the Service Provider will not make representations or warranties regarding prototype software the CService Provider may offer for analytical purposes.
3. Subject to Section 11(b), Service Provider shall, in its sole discretion, either:
  1. repair or re-perform such Services (or the defective part); or
  2. credit or refund the price of such Services at the pro rata contract rate for individuals other than Beta Users.
4. THE REMEDIES SET FORTH IN SECTION 11(c) SHALL BE THE Customer/Beta User'S AND BETA USER’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(a).

Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11(a) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

Limitation of Liability.
1. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO BETA USER OR Customer/Beta User OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THE APPLICABLE ORDER CONFIRMATION.
3. The limitation of liability set forth in Section 13(b) above shall not apply to (i) liability resulting from Service Provider's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Service Provider's negligent acts or omissions.

Termination. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer/Beta User, if Customer/Beta User:
1. fails to pay any amount when due under this Agreement and such failure continues for fifteen (15) days after Customer/Beta User's receipt of written notice of nonpayment;
2. has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
3. becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
4. Insurance. During the term of this Agreement twelve (12) months and for a period of thereafter, Customer/Beta User shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $500,000 (USD), Customer/Beta User shall provide Service Provider with a certificate of insurance from Customer/Beta User's insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name Service Provider as an additional insured. Customer/Beta User shall provide Service Provider with sixty (60) days' advance written notice in the event of a cancellation or material change in Customer/Beta User's insurance policy. Except where prohibited by law, Customer/Beta User shall require its insurer to waive all rights of subrogation against Service Provider's insurers and Service Provider.

Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer/Beta User to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; and (g) strikes, labor stoppages, or slowdowns or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within fifteen (15) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

Assignment. Customer/Beta User shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer/Beta User of any of its obligations under this Agreement.

Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the District of Columbia without giving effect to any choice or conflict of law provision or rule (whether of the District of Columbia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of the District of Columbia.

Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the District of Columbia in each case located in the District of Columbia, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Insurance, Submission to Jurisdiction, and Survival.

Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

Schedule A

AI Agreement

Use of Customer/Beta User Data with AI. Notwithstanding anything to the contrary in this Agreement, Service Provider shall be permitted to use, but shall not permit any third party other than as it relates to subsidiaries of Service Provider to use, any Customer/Beta User Data:

as or in AI Input to train, validate, update, improve, or modify any of Service Provider's or Service Provider’s AI Technology; or
as or in prompts for any Generative AI Tools;

for itself and for the benefit of Customer/Beta User.

2. No Modification of Confidentiality Obligations. Customer/Beta User Data that consists of Confidential Information will remain subject to the provisions of all applicable confidentiality restrictions contemplated by this Agreement, and nothing in this Agreement shall negate or otherwise affect any of Service Provider's obligations with respect to Customer/Beta User's Confidential Information.

Schedule A

AI Supplement Terms

These AI Supplemental Terms ("Supplemental Terms") dated November 1, 2025 are a part of that certain Terms of Service ("Agreement") between Provider and Customer/Beta User dated [DATE]. These Supplemental Terms apply to the AI Features (as defined herein) provided as part of the Services. Notwithstanding anything to the contrary in the Agreement, in the event of a conflict between these Supplemental Terms and any other terms in the Agreement, these Supplemental Terms control solely with respect to the AI Features.

Definitions. For purposes of these Supplemental Terms, the following terms have the meanings set out below. Capitalized terms used but not defined in these Supplemental Terms shall have the meanings set out in the Agreement.

"AI Customer Input" means information, data, materials, text, prompts, images, code, or other content that is (a) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer/Beta User or any Authorized User for Processing by or through an AI Feature, or (b) collected, downloaded, or otherwise received by an AI Feature for or on behalf of Customer/Beta User or any Authorized User, including, in each case, for purposes of fine-tuning, grounding, or otherwise modifying, refining, adapting, or customizing an AI Feature by, for, or on behalf of Customer/Beta User. AI Customer Input is Customer Data for purposes of the Agreement.

"AI Customer Output" means information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to AI Customer Input or from use of an AI Feature by or on behalf of Customer/Beta User or its Authorized Users.

"AI Feature" means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology. An AI Feature is a Service/Subscription Service for purposes of the Agreement.

"AI Technology" means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other AI tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment, in each case capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.

"API" means any application programming interface set forth in an order, made available by Provider in connection with an AI Feature, or otherwise necessary to use, integrate, or interoperate with an AI Feature. APIs are Services for purposes of the Agreement.

"Customer/Beta User Customizations" means any and all modifications, enhancements, refinements, adaptations, customizations, and derivative works of the APIs and AI Features, including, with respect to AI Features, through fine-tuning, grounding, or similar methods, created or developed by Customer/Beta User or its Authorized Users as permitted under these Supplemental Terms.

"Standards" means industry standards and guidelines and standards implemented, promulgated, published, adopted, or recommended by any Governmental Authority, standards organization, or recognized industry group, whether binding or non-binding, relating or applicable to AI Technology.

"Training Data" means any and all information, data, materials, text, prompts, images, code, and other content that is used to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of, the AI Features.

Access and Use of AI Features. In addition to the access and license grants set out in the Agreement, Service Provider hereby grants to Customer/Beta User, exercisable by and through its Authorized Users during the applicable Term, a non-exclusive, transferable (as permitted under the Agreement), and royalty-free right and license to develop or create and access and use the Customer/Beta User Customizations upon express consent of the Service Provider for Customer/Beta User's internal business operations.
Additional Use Restrictions. In addition to the use restrictions set out in Section 2 of this Schedule A, Customer/Beta User shall not and shall not permit any Authorized Users to: (a) access or use the AI Features or any AI Customer Output to develop, train, or improve any other AI Technology/a competing or similar product or service, except that Customer/Beta User and its Authorized Users may create or develop Customer Customizations, including using AI Customer Output, for Customer/Beta User's internal business operations; (b) use web scraping, web harvesting, web data extraction or any other method to extract data from the AI Features or any AI Customer Output; or (c) use the AI Features to create or generate AI Customer Output, or use AI Customer Output in a manner, that Customer/Beta User knows or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or violates any applicable Law.

Intellectual Property Rights.
1. Ownership of AI Customer Input and AI Customer Output. As between Customer/Beta User and Provider, Customer/Beta User is and will remain the sole and exclusive owner of all right, title, and interest in and to all AI Customer Input and AI Customer Output, including all Intellectual Property Rights relating thereto, subject only to Section 10 of the Agreement with respect to Provider IP or Third-Party Materials in AI Customer Output and the limited license granted in the Agreement.
2. Limited License and Restrictions on Use of AI Customer Input and AI Customer Output.
  1. Subject to the terms and conditions of this Agreement, Customer/Beta User and each of its Affiliates licensed hereunder hereby grants Provider a limited, royalty-free, fully-paid up, non-exclusive, transferable, and sublicensable license to Process the AI Customer Input and AI Customer Output in the United States strictly as instructed by Customer/Beta User or an Authorized User and solely as necessary to provide the Services for Customer/Beta User's and such Affiliates' benefit as provided in this Agreement during the Term.
  2. Provider shall not combine or commingle AI Customer Input or AI Customer Output with data or information of Provider or any third party, including Training Data, and shall logically segregate and isolate AI Customer Input and AI Customer Output from all such Provider and third-party data.
  3. For the avoidance of doubt, Provider shall be permitted to use or modify, or permit any third party to use or modify, Customer Data Input or AI Customer Output or any other Confidential Information of Customer/Beta User to develop, train, retrain, tune, validate, modify, update, or otherwise improve the AI Features, any AI Technology, the Services, or any other product or service, or as prompts for any AI Technology, including but not limited to AI Customer Input and AI Customer Output, in an aggregate and anonymized manner to improve the AI Features and enhance the Customer’s/Beta User's user experience; provided that any such use permitted under this Agreement shall be solely on an as-is basis with no warranties whatsoever by Customer/Beta User, its Affiliates, or Authorized Users.

Ownership of Customer/Beta User Customizations. Subject to Section 4 of this Schedule A, Customer/Beta User is and will be the sole and exclusive owner of all right, title, and interest in and to all Customer Customizations, including all Intellectual Property Rights therein/Subject to Customer/Beta User's ownership of all Intellectual Property Rights in CustomerData/AI Customer Input and AI Customer Output and any other Customer materials or pre-existing intellectual property incorporated in Customer Customizations, Provider owns all right, title, and interest in and to all Customer Customizations, including all Intellectual Property Rights therein; provided that Customer/Beta User shall have the exclusive right to access and use Customer Customizations solely for Customer/Beta User's internal business operations by Authorized Users under the terms and conditions herein. Service Provider will not, and will not allow any third party to, access or use Customer Customizations during or after the Term, except as necessary to fulfill its obligations to Customer/Beta User under the Agreement or comply with applicable Law or upon Customer/Beta User's express written consent.

Confidentiality. AI Customer Input, and AI Customer Output, and Customer Customizations are and will remain the Confidential Information of Customer.

Provider Representations, Warranties, and Covenants. Service Provider represents, warrants, and covenants to Customer/Beta User that:
1. Section 9 includes a complete and accurate list of all AI Features.
2. Provider is in compliance with, and shall at all times maintain compliance with, all Laws and Standards applicable to Provider's design, development, training, use, and provision of the AI Features under this Agreement and the AI Features as provided to Customer/Beta User under this Agreement, and Customer’s/Beta User's use of the AI Features in accordance with this Agreement. Neither Service Provider's grant of the rights or licenses hereunder nor its design, development, training, use, or provision of any AI Features or performance of related obligations under this Agreement, or Customer/Beta User's use of the AI Features in accordance with the Agreement, does or to Service Provider's knowledge as of the Effective Date at any time will: (i) conflict with or violate any applicable Law or Standard, including any Law or Standard relating to data privacy, data security, or Personal Information, or to the design, development, creation, training, fine-tuning, implementation, deployment, provision, or use of AI Technology; (ii) require the consent, approval, or authorization of any Governmental Authority or other third party; (iii) violate any third-party contractual or other right; or (iv) require the provision of any payment or other consideration by Customer/Beta User or any Authorized User to any third party.
3. Provider shall promptly notify Customer/Beta User in writing if it becomes aware of any change in any applicable Law that would preclude Provider's performance of its material obligations related to the AI Features.
4. Service Provider has, and shall ensure that each provider of Third-Party Materials incorporating Training Data has: (i) obtained and will at all times maintain all licenses, consents, and permissions, provided and will at all times provide all notices and disclosures, and otherwise has and will have all rights, in each case as required under applicable Laws and Standards, to collect and use all Training Data in the conduct of its business and as used in the Services, including to train AI Technology, and for Provider to grant the rights and licenses granted to Customer/Beta User under this Agreement; and (ii) complied, and will at all times remain in compliance, with all Laws, Standards, and other third-party contractual or other rights or requirements (including any use restrictions and other requirements of any license, consent, permission, or other contract and any website terms of use, terms of service, or other terms) applicable to: (A) collection and use of such Training Data, including the extraction of Training Data using web scraping, web harvesting, or similar software; (B) the design, development, creation, training, fine-tuning, use, implementation, and provision of AI Technology; and (C) Customer/Beta User's use of the AI Features as contemplated under this Agreement.
5. Provider, in accordance with applicable Standards, has implemented, maintains and will at all times maintain, and is and will at all times remain in material compliance with policies and procedures for the ethical, trustworthy, and responsible design, development, implementation, deployment, use, and provisioning of AI Technology incorporated into or used with, in connection with, or in support of the AI Features, including for: (i) transparency, explainability, accountability, safety, security, resiliency, privacy, fairness, mitigation and management of bias, accuracy, validity, reliability, human interpretability, and auditability; and (ii) ongoing monitoring, maintenance, and oversight of the AI Features and their performance, and notifying Customer/Beta User of and resolving errors, issues, and non-conformities to the Documentation.
6. There is no settled, pending, or, to Provider's knowledge as of the Effective Date, threatened Action, inquiry, investigation, request, or audit, and Provider has not received any written, oral, or other notice of any Action (including in the form of any offer to obtain a license), inquiry, investigation, request, or audit: (i) alleging that any Training Data used in the development, training, improvement, or testing of any AI Feature was falsified, biased, untrustworthy, or manipulated in an unethical or unscientific way; or (ii) otherwise concerning any AI Feature or Provider's design, development, implementation, use, or provision of AI Technology as incorporated into or used with, in connection with, or in support of the AI Features and there are no facts or circumstances that could reasonably be expected to give rise to any of the foregoing.

Indemnification.
1. Infringement Indemnification by Provider. Subject to Section 7.2 of Schedule A, Provider shall indemnify, defend, and hold harmless Customer/Beta User Indemnitees from and against any and all Losses incurred by Customer/Beta User Indemnitee resulting from any Action by a third party that the AI Customer Output or any Training Data or Service Provider's use thereof to train AI Technology, or Customer’s/Beta User's or any Authorized User's use of the foregoing, infringe, misappropriate, or otherwise violate such third party's United States Intellectual Property Rights.
2. Exclusions to Infringement Indemnity by Provider. Service Provider's indemnification obligation for AI Customer Output shall not apply to any Action or Loss to the extent that such Action or Loss arises out of or results from:
  1. modification of AI Customer Output by or on behalf of Customer/Beta User without Service Provider's written approval; or
  2. use or Processing of AI Customer Input (other than AI Customer Output used as AI Customer Input to the extent unmodified by Customer/Beta User or its Authorized Users), in the form submitted, provided, or made available by Customer/Beta User or its Authorized Users without modification, by (i) Customer/Beta User or its Authorized Users or (ii) Provider in its performance of the Services solely for the benefit of Customer/Beta User strictly in accordance with the terms of this Agreement; or
  3. (i) Customer’s/Beta User's use or creation of AI Customer Output that it knew or should have known was infringing; (ii) trademark violations resulting from Customer/Beta User's use of the AI Customer Output in trade or commerce; or (iii) Customer/Beta User's disablement or circumvention of any applicable source citation, filtering, or safety tools or functions of the AI Feature.

AI Technology Audits. Customer/Beta User Audits. During the Term and for seven (7) years thereafter, Provider shall: (a) maintain complete and accurate records and documentation regarding its design, development, implementation, training, use, and provision of AI Technology and any other information relevant to Provider's compliance with these Supplemental Terms and the other terms and conditions of the Agreement, in each case as applicable or related to the AI Features; and (b) provide such additional cooperation and information required for Customer/Beta User to comply with Laws applicable to Customer/Beta User's use or deployment of the AI Features. This Section 8 is in addition to, and shall not be construed to replace or limit any of, Provider's obligations to provide Customer/Beta User documentation or information regarding the AI Features pursuant to any Laws.

List of AI Features.

Schedule B

Beta Testing

1. Definitions. For purpose of this Agreement, the following words, terms and phrases shall have the meanings set forth below:

1.1 "Beta Test Period" shall mean the period of time described in

Section 2.1 during which testing of and adjustments to the

products contemplated hereunder will be undertaken.

1.2 "Equipment" shall mean the computer system products described

in Exhibit A to this Agreement, together with any additions,

modifications or enhancements thereto provided by GA under

the terms of this Agreement.

1.3 "Software" shall mean the software products described in

Exhibit A to this Agreement, together with any additions,

modifications or enhancements thereto provided by GA under

the terms of this Agreement.

1.4 "Documentation" shall mean the user manuals and other documentation with respect to the Equipment and Software that

are provided to Beta User during the term of this Agreement.

1.5 "Products" shall mean Equipment, Software and Documentation.

1.6 "Principal Contacts" shall mean the individuals designated by

the parties to act as principal points of contact regarding

matters related to this Agreement.

1.7 "Confidential Information" shall mean the Software, and all

other information that is (i) disclosed by either party in any

tangible form and clearly labeled or marked as confidential,

proprietary or its equivalent, or (ii) disclosed by either

party orally or visually, and designated confidential,

proprietary or its equivalent at the time of its disclosure

and summarized in writing and clearly marked or labeled as

confidential, proprietary or its equivalent within thirty (30)

days of disclosure.

Beta Test Period. Beta User agrees to act as a beta test site

for the Products for the Beta Test Period. The Beta Test

Period shall be the term of this Agreement.

2.2 Beta Test Site. The beta test site shall be the principal

offices of Beta User located at the address set forth above.

2.3 Beta Test Obligations. During the Beta Test Period, Beta User

and GA shall each undertake and perform their respective

obligations as set forth below.

2.4 Specifications. Beta User shall participate with GA in the

development of the specifications for the installation and

operation of the Products.

2.5 Testing. During the Beta Test Period Beta User agrees to run

such test suites and other test programs as may be provided by

GA. GA may request that Beta User use special and

non-standard operating procedures for the testing of the

Products; Beta User shall not unreasonably withhold its

consent to such a request.

2.6 Error Notice. Beta User's Principal Contact shall notify

GA's Principal Contact of any material failure, error or

other malfunction of any part of the Products.

2.7 Access. During the Beta Test Period, Beta User will grant

GA access to the Products and allow GA to gain access to

the operational data contemplated under this Agreement at such

reasonable times as may be required by GA for the reasonable

purposes of GA with respect to the development and sale of

their equipment.

2.8 Modifications. During the Beta Test Period, Beta User's

Principal Contact will consult with GA 's Principal Contact

regarding the performance of the Products and will evaluate

the test data and error reports provided by Beta User. Should

GA modify or improve the Products as a result of

Beta User's testing, GA will provide such modification or

improvement to Beta User at no cost.

2.9 Use. During the term of this Agreement, GA shall loan the

Products to Beta User. Beta User shall use the Products only

for the evaluation of the Products under this Agreement and

Beta User's internal business purposes. Subject to Section

12.6, Beta User will not offer for sale or otherwise offer or

deliver the Products to any third party.

2.10 License. GA hereby grants a single, non-transferable and

non-exclusive license to use the Software during the term of

this Agreement. No rights to sublicense or distribute the

Software are granted. All rights not specifically granted to

Beta User by this license shall remain in GA. GA may

include features in the Software which restrict unlicensed use

or use of the Software or related data after license

expiration. The Software may be used by Beta User only on the

Equipment or on equipment purchased by Beta User from GA.

Beta User shall not modify, clone, reverse assemble, or

reverse compile any part of the Software or adopt any part of

the Software as its own. Beta User shall not translate the

Software into a computer language different from the language in which it was provided to

Beta User by GA. Beta User is licensed to use only the

binary format of the Software unless otherwise agreed in

writing by GA.

2.11 Subject to GA 's business priorities and needs, GA shall

provide reasonable technical assistance to Beta User in the

use and operation of the Products.

3. Product Installation. Beta User will ensure that it is

adequately prepared to receive the Products. The Products shall be installed by GA. Beta User shal1 cooperate and

assist with the installation of the Products as reasonably necessary.

Upon fifteen (15) days notice to Beta User, GA shall also be permitted

to install any modifications to the Products GA deems necessary to

the proper function of the Products or to achieve the objectives of

this Agreement. During the term of this Agreement, the parties may

agree to the installation of other equipment or software that is

additional to the Equipment or Software, or a modification to the

Equipment or Software. All such additional equipment or modifications

shall be deemed Equipment or Software that is subject to the terms of

this Agreement.

4. Title and Risk of Loss. Title to all Products remains with GA.

Beta User shall not sell the Products or encumber their title. GA

assumes all risk of loss of or damage to Products throughout the Beta

Test Period, except that Beta User will be responsible for loss or

damage caused by negligence of Beta User.

5. Obligations of Beta User. During the term of this Agreement,

Beta User shall evaluate the Products and provide the results of that

evaluation to GA as services described in Exhibit B to this

Agreement, and shall provide the other services described in that

Exhibit B in the times and in the manner described therein.

6. GA shall indemnify Beta User and hold Beta User harmless

from all damages and all reasonable expenditures incurred by

Beta User as the result of any charge or claim of copyright

infringement or violation of proprietary rights asserted

against Beta User by third parties as a result of

Beta User's use of the Products hereunder, provided that GA

is given prompt notice of any such claim and Beta User

provides reasonable assistance to GA in connection with such

claims.

8.2 Should the Products become, or in GA's opinion be likely to

become, the subject of a claim of infringement of a copyright

or violation of proprietary rights of another, GA may either

(i) procure for Beta User the right to continue to use the

Products as contemplated hereunder, or (ii) replace or modify

the Products to make the use and distribution of the Licensed

Products hereunder non-infringing. If neither option is

reasonably available to GA, this Agreement may be terminated

by either party at any time upon written notice subject to the

obligation of indemnification set forth above.

8.3 GA shall have no liability for any claim of copyright

infringement or violation of proprietary rights to the extent

such claim is based on the use of the Products in a manner

other than is permitted under this Agreement or is based on a

modification of the Products by or for Beta User or a third

party, or any failure to implement any modification to the

Products supplied by GA.

8.4 Beta User shall indemnify GA and hold GA harmless from

all damages and all reasonable expenditures incurred by GA

as the result of any charge or claim asserted against GA by

third parties resulting from Beta User's use of the results

of the use of the Products, other than any charge or claim of

a result of Beta User's use of the Products hereunder,

provided that Beta User is given prompt notice of any such

claim and GA provides reasonable assistance to Beta User in

connection with such claims.

This Agreement does not make either party the agent or legal

representative of the other for any purpose whatsoever.

Neither party is granted any right or authority to assume or

to create any obligation or responsibility, express or

implied, on behalf of or in the name of the other party. In

fulfilling its obligations pursuant to this Agreement, each

party shall be acting as an independent contractor.

12.6 The terms of this Agreement are confidential and no party

shall issue press releases or engage in other types of

publicity of any nature dealing with the commercial and legal

details of this Agreement, or any information regarding the

performance of the products of the other party, without the

other party's prior written approval, which approval shall not

be unreasonably withheld. However, approval of such disclosure

shall be deemed to have been given to the extent such

disclosure is required to comply with governmental rules,

regulations or other governmental or legal requirements. In

such event, the publishing party shall furnish a copy of such

disclosure to the other party. Notwithstanding the foregoing,

Beta User shall retain the right to (i) demonstrate the

Products to third parties in accordance with the performance

of its obligations hereunder, and (ii) disclose the existence

of this Agreement in its informational material and the

material terms of this Agreement to its shareholders and

potential shareholders.

No failure by either party to take any action or assert any

right here under shall be deemed to be a waiver of such right

in the event of the continuation or repetition of the

circumstances giving rise to such right.

Schedule C

Beta User Evaluation and Other Services

I. Ongoing Obligations

Beta User shall provide specific feedback to GA Inc. with respect to the appropriateness of their software for its intended purposes. The specifics of the testing will be determined by GA in its sole determination but as a minimum will include such metrics as benchmark results for specific codes on specific applications, scalability, and the software environment. Such test results will NOT be released to anyone other than GA Inc. without specific, written approval of GA Inc. Beta User shall endeavor to help GA Inc. define the "value proposition" offered by GA Inc. products within the software as a service industry. Through discussion, email or other interactions, Beta User will interact with the Point of Contact of GA Inc. to clarify the added value which GA Inc. products offer this industry.

Beta User Supplemental Terms

SECTION I. ASSENT TO BE BOUND

By installing, copying or otherwise using this Grassroots Analytics, Inc. software pursuant to Beta testing, Beta User agrees to be bound by the terms of this Agreement. If Beta User does not agree with any term or condition, do not install and/or use the Grassroots Analytics, Inc. software or product package.

SECTION II. DISCLAIMER

THE BETA GRASSROOTS ANALYTICS, INC. SOFTWARE LICENSED HEREUNDER IS BELIEVED TO BE FREE OF DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN QUANTITATIVE AND QUALITATIVE FEEDBACK ON THE REAL TIME PERFORMANCE OF THE APICAL MVP WITH POLITICAL CAMPAIGNS AND NONPROFIT SO AS TO IDENTIFY ANY UNKNOWN INSTALLATION, SYSTEMS INTEGRATION AND/OR ANY UNKNOWN DEFECTS. BETA USER IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION DURING THE COMPLETION OF THE BETA TESTING PERIOD.

SECTION III. FEEDBACK FROM BETA USER

It is expressly understood, acknowledged and agreed that Beta User shall, regardless of whether or not formally requested to do, provide to GA reasonable suggestions, comments and feedback regarding the Apical MVP Software, including but not limited to usability, bug reports and test results, with respect to Apical MVP Software testing (collectively, "Feedback").

SECTION IV. GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, GA grants to Beta User a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Apical MVP Software in accordance with the Documentation solely for purposes of internal testing and evaluation, and (ii) to copy Apical MVP Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.

SECTION V. RESTRICTIONS ON GRANT

Except as otherwise specifically permitted in this Agreement, Beta User

may not:

(a) Modify or create any derivative works of any Apical MVP Software or documentation, including translation or localization (code written to published APls (application programming interfaces) for the Apical MVP Software shall not be deemed derivatiVE works);

(b) Copy the Apical MVPSoftware except as provided in this Agreement or elsewhere by GA;

(d) Sublicense or permit simultaneous use of the Apical MVP Software by more than one user;

(e) Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product the Apical MVP Software (except to the extent applicable laws specifically prohibit such restriction);

(f) Redistribute, encumber, sell, rent, lease, sublicense, or otherwise

transfer rights to any Apical MVP Software. You may NOT transfer the

Apical MVP Software under any circumstances;

(g) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s);

SECTION VI. SUPPORT

GA will provide Beta testing site support to the License under the terms of this Agreement.

SECTION VII. OWNERSHIP AND COPYRIGHT OF Apical MVP SOFTWARE

Title of the Apical MVPSoftware and all copies thereof remain with GA and/or its suppliers. The Apical MVP Software is copyrighted and is protected by United States copyright laws and international treaty provisions. Beta User will not remove copyright notices from the Apical MVP Software. Beta User agrees to prevent any unauthorized copying of the Apical MVP Software.

Except as expressly provided herein, GA does not grant any express or implied right to Beta User under GA copyrights, trademarks, or trade secret information.

SECTION VIII. TERM OF THIS AGREEMENT

Beta User agrees to provide feedback as described in Section III hereinabove for as long as the Apical MVP Software is utilized and GAtechnical support is provided under terms to be agreed upon. Upon mutual termination of this Agreement, the rights and licenses granted to Beta User under this Agreement shall immediately terminate, and Beta User shall immediately cease using, and will return to GA (or, at GA’s request, destroy), the Apical MVP Software, Documentation, and all other tangible items in the Beta User's possession or control that are proprietary to or contain Confidential Information.

SECTION IX. LIMITATION ON LIABILITY

Provision of any Apical MVP Software under this Agreement is "as is" and shall not create any obligation for GA to continue to develop, productize, support, repair, offer for sale or an any other way continue to provide or develop Apical MVP Software either to Beta User or to any other party beyond the express 90 day Beta Test Period and/or any extensions thereof.

THE APICAL MVP SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL GA OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SLICESTM SOFTWARE, EVEN IF GA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SECTION X. EXPORT RESTRICTIONS

Beta User acknowledges that the Apical MVP Software is of U.S. origin. Recipient agrees to comply with all applicable laws that apply to the Apical MVP Software, including the U.S Export Administration Regulations, as well as end-user, end-use and destination restrictions used by U.S. and other governments.

SECTION XI. ENTIRE AGREEMENT

This Schedule B constitutes the complete and exclusive agreement between GA and Beta User with respect to the subject matter herein Schedule B, and supersedes all prior or contemporaneous oral or written communications, proposals, representation, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by an authorized representative of GA and Beta User.