Terms of Service

THIS AGREEMENT (THE “AGREEMENT”) IS ENTERED INTO AS OF THE EFFECTIVE DATE BY AND BETWEEN CUSTOMER AND COREPLANE LABS, INC., A DELAWARE CORPORATION (“COREPLANE”) (EACH INDIVIDUALLY, A “PARTY” AND COLLECTIVELY, THE “PARTIES”). BY MUTUALLY EXECUTING ONE OR MORE ORDERS REFERENCING THIS AGREEMENT, BY CLICKING AN “I ACCEPT” BUTTON OR CHECKBOX PRESENTED WITH THESE TERMS, AND/OR BY ACCESSING OR USING THE COREPLANE PLATFORM IN ANY MANNER, CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. EACH PARTY REPRESENTS AND WARRANTS THAT THE PERSON EXECUTING THIS AGREEMENT OR ANY ORDER ON ITS BEHALF IS AUTHORIZED TO BIND SUCH PARTY. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Use of Platform; Services; Restrictions

Coreplane has developed a proprietary software platform that leverages artificial intelligence to assist in software development, code management, infrastructure monitoring, and automated remediation of production environments (the “Platform”). An “Order” means a mutually agreed order, order form, or online subscription for Customer’s procurement of access to the Platform and related services. Subject to the terms of this Agreement and the applicable Order, Coreplane grants to Customer a nonexclusive, nontransferable, nonsublicensable, revocable license to access and use the Platform and any related services provided by Coreplane (collectively, the “Services”), as further described in the applicable Order, solely for Customer’s internal business purposes during the term of the applicable Order. The specific modules, capabilities, implementation support, and other components of the Services shall be as set forth in the applicable Order.

Customer shall configure and grant access permissions to the Platform in accordance with the principle of least privilege, providing only such access to Customer’s systems, repositories, infrastructure, and environments as is reasonably necessary for the provision of the applicable Services. Coreplane shall not access or use Customer’s systems, repositories, or environments beyond the scope of access granted by Customer.

Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Platform or any component of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Platform or any component of the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Platform or any component of the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Platform or any component of the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any Coreplane product or service; (vii) interfere or attempt to interfere with the proper working of the Platform or any activities conducted thereon; (viii) bypass any measures Coreplane may use to prevent or restrict access to the Platform (or other accounts, computer systems or networks connected to the Platform); or (ix) use the Services in a manner that places an unreasonable burden on the Platform or Coreplane. Notwithstanding the foregoing, the restrictions in clauses (i) through (vi) above shall not apply to any Coreplane command-line interface tools or other components that Coreplane makes available under an open-source license (each, an “Open-Source Component”); Customer’s use of any Open-Source Component shall be governed solely by the applicable open-source license terms.

Customer is responsible for all of Customer’s activity in connection with the Services. Customer (x) shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (y) shall not use the Services in a manner that violates any third party intellectual property, contractual or other proprietary rights.

Technical support under this Agreement is limited to the services described in the applicable Order. Coreplane may address errors or discrepancies in the Platform at its discretion; provided, however, that Coreplane shall use commercially reasonable efforts to promptly address any errors that pose a material risk of harm to Customer’s systems, data, or production environments. Coreplane does not guarantee that any other specific errors or discrepancies will be corrected or that corrections will be delivered within any particular timeframe. Customer understands that Coreplane may modify the Platform and/or cease supporting old versions or releases of the Platform at any time in its sole discretion.

The Services are intended for use by businesses and their authorized representatives who are at least eighteen (18) years of age. By using the Services, Customer represents and warrants that all individuals accessing the Services on Customer’s behalf are at least eighteen (18) years of age.

2. Platform Updates

From time to time, Coreplane may provide upgrades, patches, enhancements, or fixes for the Platform to its customers generally without additional charge (“Updates”), and such Updates will become part of the Platform and subject to this Agreement; provided that Coreplane shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Coreplane may make improvements and modifications to the Platform at any time in its sole discretion.

3. Fees

Fees for the Services shall be as set forth in the applicable Order (“Fees”). Unless otherwise specified in the applicable Order, all Fees shall be invoiced in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from the date of invoice. Where the applicable Order provides for self-service subscription through the Platform (a “Self-Serve Order”), the billing period, Term, and Fees shall be as set forth at checkout, and Customer authorizes Coreplane to automatically charge the payment method on file for all recurring Fees and any applicable taxes on each billing date. Customer is responsible for keeping its payment method current; Coreplane may suspend access to the Services if a charge is declined and remains unpaid for five (5) business days after notice from Coreplane.

Past due invoices are subject to interest on any outstanding balance at the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by applicable law. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Coreplane’s net income). All Fees paid are non-refundable and are not subject to set-off.

If Customer exceeds any user or usage limitations set forth in the applicable Order, Coreplane shall invoice Customer for such additional users or usage at the overage rates set forth in the applicable Order (or if no overage rates are set forth therein, at Coreplane’s then-current standard overage rates), on a pro-rata basis from the first date of such excess usage through the end of the then-current Order term. In the event of any termination or expiration of an Order, Customer shall remain obligated to pay all Fees accrued or owing through the effective date of such termination or expiration, together with any non-cancellable payment obligations set forth in the applicable Order.

4. Data; Deployment; Deletion; Usage Data

For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Platform in the course of using the Platform, including without limitation source code, infrastructure configurations, deployment data, and production environment data. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Coreplane, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data.

Customer acknowledges and agrees that, in order to provide the Services, Coreplane may disclose Customer Data to third-party service providers that process data on Coreplane’s behalf (“Subprocessors”), including artificial intelligence model providers, cloud infrastructure providers, and analytics and payment processing services. Coreplane shall maintain a current list of Subprocessors on its website (the “Subprocessor List”). Coreplane shall provide notice (which may be by email or through the Platform) of any material additions to or changes in Subprocessors at least thirty (30) days prior to the effective date of such change. Coreplane shall enter into written agreements with each Subprocessor imposing data protection obligations no less protective than those set forth in this Agreement.

Upon expiration or termination of this Agreement or the applicable Order, Coreplane shall retain Customer Data in a quarantine state for a period of sixty (60) days following the effective date of such expiration or termination (the “Post-Termination Period”), during which Customer may request export of the Customer Data in Coreplane’s then-standard export format at no additional cost. Following the expiration of the Post-Termination Period, Coreplane shall delete or destroy all copies of Customer Data in its own systems and shall instruct each Subprocessor to delete or destroy its copies of Customer Data in accordance with the terms of Coreplane’s agreement with such Subprocessor, except, in each case, as otherwise required by applicable law or as expressly permitted under this Section 4 (including with respect to the Training License).

In addition, and notwithstanding anything to the contrary, Customer acknowledges and agrees that Coreplane may (i) use and modify Customer Data (including by disclosing it to Subprocessors) for the purposes of (A) providing the Services to Customer and (B) generating Aggregated Anonymous Data (as defined below), and (ii) use and retain Aggregated Anonymous Data for Coreplane’s business purposes (including without limitation, for purposes of improving, testing, operating, training Coreplane’s artificial intelligence and machine learning models, and marketing Coreplane’s products and services).

By accepting this Agreement, Customer consents to Coreplane’s collection and use of Customer Data (including workspace data, code, and infrastructure data submitted to the Platform) for the purpose of training, improving, and fine-tuning Coreplane’s artificial intelligence and machine learning models (the “Training License”). For Self-Serve Orders, the Training License is enabled by default; for enterprise Orders, the Training License shall be enabled only if expressly set forth in the applicable Order. Customer may opt out of the Training License at any time on a prospective basis through the Platform’s administrative settings or by written notice to Coreplane; any such opt-out shall take effect within a commercially reasonable period following receipt of Customer’s request and shall apply only to Customer Data collected after the effective date of the opt-out. Customer Data collected prior to an opt-out, and any models, improvements, or outputs derived therefrom, may be retained and used by Coreplane in accordance with this Section 4, notwithstanding the expiration of the Post-Termination Period or the expiration or termination of this Agreement or any Order. Upon Customer’s written request, Coreplane shall use commercially reasonable efforts to delete identifiable Customer Data from its training datasets, subject to technical feasibility. For the avoidance of doubt, Customer shall have no ownership interest in any models trained using Customer Data or Aggregated Anonymous Data, or any improvements thereto.

“Aggregated Anonymous Data” means data submitted to, collected by, or generated by Coreplane in connection with Customer’s use of the Services, but only in aggregate, anonymized form which can in no way be linked specifically to Customer and which does not describe the specific design, configuration, or implementation details of any solution developed for or by Customer using the Services.

Notwithstanding anything to the contrary, Customer acknowledges and agrees that Coreplane may collect certain metrics data and usage information related to the provision, use, and performance of various aspects of the Platform and the Services, where such data and information does not identify Customer or any individual (“Usage Data”). Coreplane owns all Usage Data, which for clarity shall not be considered Customer’s Confidential Information. Nothing in this Agreement shall be construed as prohibiting Coreplane from utilizing Usage Data to optimize and improve the Platform or otherwise in connection with Coreplane’s business operations.

5. Customer Representations and Warranties

Customer represents and warrants that it has all rights necessary to provide the Customer Data to Coreplane as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Customer shall be solely responsible for ensuring that its provision of any such data to Coreplane and the Platform complies with all applicable third-party terms of service, license agreements, acceptable use policies, and similar contractual obligations to which Customer is bound. Coreplane shall have no liability for any Losses arising from or relating to Customer’s failure to obtain or maintain such rights, licenses, permissions, or consents, or Customer’s breach of any third-party terms of service or other contractual obligations in connection with the provision of Customer Data to the Platform.

6. Autonomous Remediation; Suggested Changes

As part of the Services, the Platform may generate and deliver to Customer proposed modifications to Customer’s code, configurations, or infrastructure in the form of pull requests, merge requests, or similar proposals that require Customer’s review and affirmative action (such as merging) before taking effect (“Suggested Changes”). Suggested Changes are part of the standard Services and are enabled by default; Customer controls whether to accept, reject, or modify any Suggested Change through Customer’s existing development workflows.

Customer acknowledges that the Platform may also, as part of the Services, perform automated monitoring, diagnostic, and remediation actions that take effect on Customer’s systems, infrastructure, and production environments without requiring Customer’s prior review or approval (“Autonomous Actions”). For the avoidance of doubt, Suggested Changes that have not been reviewed and accepted by Customer are not Autonomous Actions. Customer acknowledges and agrees that both Suggested Changes and Autonomous Actions are powered by artificial intelligence and machine learning technologies that are inherently probabilistic and may produce unexpected, incorrect, or unintended outcomes, including actions that fall outside the scope of any parameters configured by Customer.

The scope, type, and parameters of Autonomous Actions available to Customer shall be as set forth in the applicable Order or as configured by Customer through the Platform’s administrative settings. Customer shall have the ability to (i) enable or disable Autonomous Actions at any time through the Platform’s administrative settings, (ii) configure approval gates, scope limitations, and other guardrails governing the types and severity of Autonomous Actions the Platform may perform, and (iii) immediately halt all Autonomous Actions through a kill switch or equivalent mechanism made available through the Platform.

Coreplane shall use commercially reasonable efforts to ensure that the Platform provides Customer with prompt notification of all Autonomous Actions taken, including a description of the action performed, the systems affected, and the rationale for such action. The Platform shall maintain an audit log of all Autonomous Actions, which shall be accessible to Customer during the Term and, following expiration or termination, during the Post-Termination Period (as defined in Section 4); Customer may access such audit log information following the Post-Termination Period solely through the data export mechanism set forth in Section 4. Coreplane shall use commercially reasonable efforts to ensure that the Platform provides rollback capabilities for Autonomous Actions, enabling Customer to reverse or undo actions taken by the Platform on Customer’s systems.

Customer acknowledges and agrees that (a) Customer is solely responsible for determining whether to enable Autonomous Actions and for configuring any available scope limitations, guardrails, or approval gates in accordance with Customer’s risk tolerance and operational requirements, (b) subject to Section 13, Coreplane shall not be liable for any losses, damages, or other liabilities arising from or relating to any Autonomous Actions taken on Customer’s systems where Customer has enabled Autonomous Actions, regardless of whether such Autonomous Actions were taken within or outside the scope of any parameters configured by Customer, and (c) without limiting any claim Customer may have under Section 13, Customer’s operational remedy with respect to any Autonomous Action that Customer believes was taken in error or produced an unintended result shall be to disable Autonomous Actions through the Platform’s administrative settings.

Notwithstanding anything to the contrary in this Agreement, Coreplane shall not perform any Autonomous Actions on Customer’s systems unless Customer has affirmatively enabled such functionality through the Platform’s administrative settings or as expressly set forth in the applicable Order.

7. Security and Compliance

Coreplane shall maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data that are no less rigorous than accepted industry practices. Coreplane shall encrypt Customer Data in transit and at rest using industry-standard encryption protocols. Coreplane shall maintain access controls, audit logging, and credential management practices designed to prevent unauthorized access to Customer Data and Customer’s systems.

8. AI Features

(a) Platform AI Capabilities

Customer acknowledges that the Platform incorporates artificial intelligence and machine learning capabilities as part of its core functionality, including, without limitation, AI-driven code analysis, anomaly detection, performance monitoring, quality metrics, pattern recognition, alert systems, predictive analytics, and related analytical and synthesis tools (collectively, “Platform AI Features”). Platform AI Features are designed to support Customer’s monitoring, analysis, and optimization of software development activities, code quality, and programming workflows. The Platform may also integrate with or facilitate Customer’s use of third-party artificial intelligence services, systems, and large language models, as further described in Section 8(c) below.

(b) Output Accuracy; Customer Responsibilities

Customer acknowledges and agrees that (i) artificial intelligence and machine learning are rapidly evolving fields of study, and given the probabilistic nature of machine learning, use of the Platform (including Platform AI Features, any Third-Party AI Models accessed through the Platform, any Suggested Changes generated by the Platform, and any Autonomous Actions performed by the Platform) may in some situations result in incorrect, incomplete, or inaccurate outputs, including with respect to code analysis, anomaly detection, performance metrics, quality assessments, pattern identification, alerts, recommendations, automated remediation actions, and other AI-generated content; (ii) Customer must evaluate and verify the accuracy and appropriateness of any outputs generated by or through the Platform (including Suggested Changes) before relying on any such outputs for business, technical, strategic, operational, or other decisions; (iii) relying upon any outputs generated by or through the Platform without first verifying their accuracy could cause harm, including harm resulting from Autonomous Actions taken on the basis of inaccurate or incomplete outputs; (iv) Customer is solely responsible for reviewing Suggested Changes before accepting them and for configuring appropriate guardrails, approval gates, and scope limitations for Autonomous Actions in accordance with Customer’s risk tolerance; and (v) Customer will not include any unnecessary, inaccurate, or deceptive inputs in connection with its use of the Platform (including in an attempt to steer the Platform to generate inaccurate results). Coreplane will use commercially reasonable efforts to comply with industry standard artificial intelligence guidelines applicable to its features utilizing artificial intelligence or machine learning.

(c) Third-Party AI Models

The Platform integrates with or facilitates Customer’s use of third-party artificial intelligence services, systems, and large language models that are developed, owned, or operated by a third party (each, a “Third-Party AI Model”). Coreplane shall maintain a current list of Third-Party AI Model providers used by the Platform on its website (the “AI Provider List”). Customer’s use of the Platform constitutes Customer’s approval of the Third-Party AI Model providers set forth on the AI Provider List as of the date of such use. Coreplane shall provide notice (which may be by email or through the Platform) of any material additions to or changes in Third-Party AI Model providers at least thirty (30) days prior to the effective date of such change; Customer’s continued use of the Platform following such notice shall constitute approval of the updated AI Provider List. For the avoidance of doubt, Third-Party AI Models do not include any artificial intelligence that is proprietary to or developed by Coreplane.

Customer acknowledges and agrees that: (i) Coreplane’s Platform serves as a software and orchestration layer that facilitates Customer’s use of Third-Party AI Models; (ii) Customer’s use of Third-Party AI Models is subject to the applicable terms, conditions, and policies of the respective third-party providers; (iii) Coreplane does not represent or warrant the accuracy, reliability, availability, or fitness for any particular purpose of any outputs generated by Third-Party AI Models; and (iv) Customer shall look solely to the applicable third-party provider with respect to any warranties, indemnities, or other remedies relating to the Third-Party AI Models themselves. Coreplane is not a party to any agreement with respect to Customer’s use or engagement with any such Third-Party AI Model.

(d) Data Training Restrictions

Customer’s and Coreplane’s rights and obligations with respect to the use of Customer Data for training Coreplane’s artificial intelligence and machine learning models are set forth in Section 4. With respect to Third-Party AI Models, Coreplane shall use commercially reasonable efforts to configure the Platform to disable any training or model improvement features offered by the applicable third-party provider of any Third-Party AI Model; provided, that Coreplane shall not be liable for any use of Customer Data by a third-party provider of Third-Party AI Models that occurs in contravention of such provider’s applicable terms and policies and that is outside of Coreplane’s reasonable control.

(e) Third-Party AI Model Liability

Coreplane will not be responsible or liable to Customer for any loss, damage, expense, liability, or costs arising from Customer’s use of any Third-Party AI Model or failure of any Third-Party AI Model to operate correctly, except to the extent arising from Coreplane’s gross negligence or willful misconduct in integrating or configuring such Third-Party AI Model within the Platform, subject in all cases to the limitations set forth in Section 13.

9. Confidentiality

Each party may disclose or make available to the other party nonpublic information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively, “Confidential Information”). For the avoidance of doubt, Coreplane’s Confidential Information includes without limitation the Platform and any product roadmap information. Customer’s Confidential Information includes without limitation Customer Data, source code, infrastructure configurations, and production environment data. Confidential Information does not include information that, at the time of disclosure is: (a) generally available to the public; (b) known to the receiving party at the time of disclosure without restriction; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party without access to or use of the Confidential Information.

As the receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to any person or entity, except to the receiving party’s employees, consultants, agents or representatives who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and (b) only use Confidential Information to fulfill its obligations and exercise its rights under this Agreement. Notwithstanding the foregoing, (I) each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings; and (II) Coreplane may disclose Customer’s Confidential Information (including Customer Data) to Subprocessors in accordance with Section 4, provided that such Subprocessors are bound by written confidentiality obligations no less protective than those set forth in this Section 9.

On the expiration or termination of the Agreement, the receiving party will promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed; provided that the foregoing return-or-destroy obligation shall be subject to Section 4 with respect to Customer Data retained during the Post-Termination Period or pursuant to the Training License.

Each party’s obligations with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations will survive for as long as such Confidential Information remains subject to trade secret protection under applicable law; and provided, further, that with respect to any Confidential Information consisting of source code, infrastructure configurations, or production environment data, such obligations shall survive in perpetuity.

10. Ownership; Deliverables; Generated Code; Feedback

As between the parties, Coreplane retains all right, title, and interest in and to the Platform, the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Coreplane for the purposes of this Agreement, including any copies and derivative works of the foregoing, and no rights or licenses are granted by Coreplane except as expressly and unambiguously set forth in this Agreement. The foregoing shall not apply to Open-Source Components, which are licensed under their respective open-source license terms. Any software which is distributed or otherwise provided to Customer hereunder (other than Open-Source Components and Generated Code, as defined below) shall be deemed a part of the Services and subject to all of the terms and conditions of this Agreement.

To the extent the applicable Order identifies specific deliverables to be produced by the Services using Customer Data (each, a “Deliverable”), such Deliverables shall be owned by Customer. Any code, scripts, configurations, patches, or other software artifacts generated by the Platform (whether through Suggested Changes, Autonomous Actions, or other Platform AI Features) and delivered into Customer’s repositories, systems, or environments (“Generated Code”) shall be owned by Customer upon delivery. For the avoidance of doubt, Generated Code is not subject to the restrictions set forth in Section 1(i) through (vi), is not required to be returned or destroyed upon expiration or termination of this Agreement or any Order, and Customer may freely use, modify, copy, and create derivative works of Generated Code without restriction.

Coreplane retains all right, title, and interest in any methodologies, frameworks, analytical models, tools, deployment templates, and related deployment materials used in creating Deliverables or Generated Code, or otherwise provided to Customer in connection with the Services. Customer’s ownership of Deliverables and Generated Code does not grant Customer any right, title, or interest in Coreplane’s underlying intellectual property.

Customer shall promptly notify Coreplane of any material errors encountered in the Services. Customer may from time to time provide suggestions, comments or other feedback to Coreplane with respect to the Services (“Feedback”). Feedback shall not be subject to any confidentiality obligation under this Agreement or any other agreement between the parties. Notwithstanding anything else, Customer shall, and hereby does, grant to Coreplane a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use the Feedback for any purpose. Nothing in this Agreement will impair Coreplane’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.

11. Warranty Disclaimer

THE PARTIES ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

12. Indemnification

Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates, and each of their respective employees, contractors, directors, suppliers, and representatives (collectively, the “Indemnitee”) from all losses, liabilities, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim by such third party that (i) the Customer Data or Customer’s use of any Third-Party AI Model (in the case of Customer as Indemnitor), or (ii) the Platform and the Services (excluding Generated Code) (in the case of Coreplane as Indemnitor), infringes, violates, or misappropriates any intellectual property or other right of such third party; provided that the Indemnitee provides the Indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations to the extent the Indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense and the Indemnitor shall not settle any claim without the Indemnitee’s prior written consent unless such settlement unconditionally releases the Indemnitee from all liability); and (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).

The foregoing indemnification obligations of Coreplane shall not apply with respect to the Platform or any information, technology, materials, or data (or any portions or components of the foregoing) to the extent (A) not created or provided by Coreplane (including without limitation any Customer Data), (B) made in whole or in part in accordance with Customer specifications, (C) modified after delivery by Coreplane, (D) combined with other products, processes, or materials not provided by Coreplane (where the alleged Losses arise from or relate to such combination), (E) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (F) to the extent Losses arise from Customer’s breach of this Agreement.

For the avoidance of doubt, Generated Code is produced in whole or in part by Third-Party AI Models and is excluded from Coreplane’s indemnification obligations under this Section 12; Customer’s recourse with respect to intellectual property claims arising from Generated Code shall be governed by Section 8(c) and Section 8(e).

13. Limitation of Remedies and Damages

(A) IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), INCLUDING WITHOUT LIMITATION ANY DAMAGES ARISING FROM OR RELATING TO (1) SYSTEM DOWNTIME, SERVICE INTERRUPTIONS, OR DEGRADATION OF CUSTOMER’S SYSTEMS OR PRODUCTION ENVIRONMENTS, (2) THE COST OF REMEDIATION, RESTORATION, OR RECONSTRUCTION OF DATA, CODE, INFRASTRUCTURE, OR PRODUCTION ENVIRONMENTS, (3) LOSSES RESULTING FROM ANY AUTONOMOUS ACTIONS OR SUGGESTED CHANGES PERFORMED OR GENERATED BY THE PLATFORM OR ANY OUTPUTS GENERATED BY THE PLATFORM’S ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING FEATURES (INCLUDING PLATFORM AI FEATURES AND THIRD-PARTY AI MODELS), OR (4) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). THE FOREGOING EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 12 AND FOR CUSTOMER’S BREACH OF THE RESTRICTIONS SET FORTH IN SECTION 1, IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(C) THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PLATFORM INCORPORATES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES THAT ARE INHERENTLY PROBABILISTIC AND MAY PRODUCE INACCURATE, INCOMPLETE, UNEXPECTED, OR UNINTENDED OUTPUTS OR ACTIONS. THE FAILURE OF THE PLATFORM’S ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING FEATURES (INCLUDING ANY AUTONOMOUS ACTIONS OR SUGGESTED CHANGES) TO PRODUCE ACCURATE, COMPLETE, OR INTENDED RESULTS SHALL NOT, IN AND OF ITSELF, CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY COREPLANE.

14. Term; Termination

The term of this Agreement commences on the Effective Date and shall continue for the period set forth in the applicable Order (the “Initial Term”), unless earlier terminated as set forth herein. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods equal to the Initial Term (each, a “Renewal Term” and, together with the Initial Term, the “Term”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Term; provided that for Self-Serve Orders, Customer may cancel the auto-renewal at any time through the Platform’s account settings, effective at the end of the then-current billing period. Coreplane shall provide renewal reminders to Self-Serve Order customers in accordance with applicable auto-renewal laws.

Either party may terminate this Agreement for cause upon thirty (30) days’ prior written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within such thirty (30) day period. Either party may terminate this Agreement immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

Without limiting the foregoing, Coreplane may suspend or limit Customer’s access to or use of the Platform if (i) Customer’s account is more than sixty (60) days past due (or, for Self-Serve Orders, if a charge is declined and remains unpaid for five (5) business days after notice), or (ii) Customer’s use of the Platform results in (or is reasonably likely to result in) damage to or material degradation of the Platform which interferes with Coreplane’s ability to provide access to the Platform to other customers; provided that in the case of subsection (ii): (a) Coreplane shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Coreplane shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Coreplane shall reinstate Customer’s use of or access to the Platform, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice.

Termination or expiration of this Agreement shall not automatically terminate any Order then in effect; provided, however, that the terms and conditions of this Agreement shall continue to apply to any such surviving Order until its expiration or termination. Termination or expiration of any individual Order shall not affect this Agreement or any other Order then in effect.

Upon any expiration or termination of this Agreement and all Orders hereunder, Coreplane shall retain Customer Data during the Post-Termination Period in accordance with Section 4. Customer shall immediately cease use of the Services and return or destroy (at Coreplane’s election) anything Customer has obtained in connection with the Services, together with any and all documents, notes and other materials respecting the Services, including, without limitation, all Confidential Information and all copies and extracts of the foregoing; provided that (x) Customer shall retain ownership of the Deliverables and Generated Code as set forth in Section 10, and (y) Customer Data shall be handled in accordance with Section 4.

Upon any expiration or termination, all rights, obligations and licenses shall cease, except that (A) all obligations that accrued prior to termination (including any accrued payment obligations under Section 3) and remedies for breach shall survive, (B) the provisions of Section 4 relating to data export, deletion, the Training License, and Aggregated Anonymous Data shall survive in accordance with their terms, and (C) the following provisions shall survive: the limitations and restrictions set forth in Section 1, and Sections 5 through 13 and Section 15.

15. General

This Agreement, together with all Orders executed hereunder represents the entire agreement between Customer and Coreplane with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Coreplane with respect thereto. In the event of any conflict between this Agreement and an Order, the terms of this Agreement shall control unless the Order expressly states that it is intended to supersede a specific provision of this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, CA.

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices to Coreplane shall be sent to: Coreplane Labs, Inc., 2261 Market Street STE 64441, San Francisco, CA 94114, Attn: Legal, or by email to help@coreplane.ai. Notices to Customer shall be sent to the address or email provided by Customer in the applicable Order or Customer’s account registration.

Except as otherwise provided herein, this Agreement may be amended only by a writing executed by both parties; provided, however, that with respect to Customers who have accepted this Agreement through a clickthrough, click-to-accept, or similar online acceptance mechanism (and who do not have an enterprise Order that expressly provides otherwise), Coreplane may amend this Agreement by posting the revised terms on its website and providing Customer with at least thirty (30) days’ prior notice of the amendment (by email, through the Platform, or by other reasonable means). Customer’s continued use of the Services following the effective date of any such amendment shall constitute Customer’s acceptance of the amended terms. If Customer does not agree to the amended terms, Customer’s sole remedy shall be to terminate this Agreement and the applicable Order prior to the effective date of the amendment, in which case the prior version of this Agreement shall govern through the end of the then-current billing period. For the avoidance of doubt, this amendment mechanism shall not apply to any Customer operating under an enterprise Order unless such Order expressly incorporates it.

Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labor disruptions; or any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Customer, and any such attempted assignment or transfer shall be void and without effect. Coreplane may assign or delegate its rights and obligations hereunder to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without Customer’s consent.

Coreplane may identify Customer by name and logo as a customer of Coreplane in marketing materials, including on Coreplane’s website and in presentations, only with Customer’s prior written consent. Any disclosure beyond identifying Customer as a customer shall also require Customer’s prior written consent.

No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.