End User License Agreement

Findustry AI hereby grants Client a limited, non-transferable and non-sublicensable (except in connection with a permitted assignment of this Agreement), limited license to use those features and functions of the Products specified in Client’s contract with the authorized reseller through whom Client is purchasing access to the applicable Products (such contract, the “Client Contract”), all solely for its internal business purposes during the term set forth in the relevant Client Contract(s) and solely in accordance with the terms of the Agreement, including the permitted average monthly chargeback response volume and any other usage limitations or restrictions set forth in the relevant Client Contract (collectively, the “License Metrics”). Client may not use the Products in a manner that exceeds the License Metrics or engage in any act or omission designed to circumvent the License Metrics or Client’s obligations to pay fees under this Agreement. In the event Client exceeds the License Metrics, Findustry AI may, without limiting its other remedies, instruct the authorized reseller through whom Client purchased the Products to invoice Client for, and Client shall pay for the excess usage at the rates specified in the relevant Client Contract (or, if none are specified, at Findustry AI’s then-current rates). Client shall notify Findustry AI if it reasonably anticipates any event that is likely to cause it to exceed the License Metrics. Client shall be responsible for ensuring its Users’ compliance with this Agreement.

Provided that Findustry AI has received payment of all fees then due with respect to the Products, Findustry AI will provide Client with reasonable technical support during Findustry AI’s standard business hours to investigate and attempt to resolve programming errors in the Products reported by Client through Findustry AI’s designated support channels. Support will only be provided for verifiable errors. Technical support does not include assistance with Client’s systems, networks or applications or with respect to errors or issues caused by Client’s acts or omissions or by third-party systems, networks or applications.

Client shall (i) be solely responsible for the provision of the necessary resources to utilize the Products in its environment; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Products, and notify Findustry AI promptly of any such unauthorized access or use; and (iii) use the Products only for Client’s internal use and not for service bureau use or time-sharing. Client shall not (or permit any other person to) (A) sell, resell, license, rent or lease any of the Products, (B) use the Products to transmit infringing, libelous, or otherwise unlawful or tortious material, or to violate applicable laws or third-party privacy rights, or (C) interfere with or disrupt the integrity or performance of any of the Products or Findustry AI’s systems used to provide the Products.

By executing this Agreement Client gives Findustry AI a royalty-free, worldwide, non-exclusive, non-transferable (except in connection with a permitted assignment of this Agreement), non-sublicensable (except to authorized contractors and resellers as Findustry AI deems necessary to provide the Products), limited license to use, reproduce, and modify any data relating to Client’s customers, Users and/or payment card transactions that is submitted by Client to the Products (collectively, “Client Data”) in connection with the provision of the Products. Except for the limited rights expressly granted in this Agreement, Client reserves all right, title and interest (including all intellectual property rights) in and to the Client Data.

Certain features and functionalities of the Products may utilize chatbots, voice assistants, and/or similar automated technologies (collectively, “Chatbots”). Client, on behalf of itself and its Users, hereby acknowledges and agrees that all conversations with such Chatbots may be recorded or transcribed, and such recordings and transcriptions may be retained by Findustry AI in accordance with Findustry AI’s applicable data retention policies. Subject to Findustry AI’s confidentiality obligations in Section 5 below, Client further agrees that such recordings, transcriptions and other data generated from interactions with Chatbots may be freely used by Findustry AI for Findustry AI’s business purposes.

Findustry AI may, in its sole discretion and without notice, remove or disable access to content, materials and/or data from the Products, or suspend the ability of individual Users to access the Products, if Findustry AI believes in good faith that such content, materials and/or data, or the activities of the affected Users, as applicable, are infringing or violate applicable law or third-party rights, or threaten legal, operational or reputational harm to Findustry AI, its systems or clients, or to third parties.

The Products may integrate with third-party applications and websites. Client understands and agrees that Findustry AI does not control, and has no responsibility for, such third-party applications or websites or any changes thereto, including any failure of the Products to maintain compatibility or interoperability with any such third-party websites or applications. Client warrants that it will adhere to any terms of use that such third-party applications and websites may require.

Subject to the limited rights expressly granted hereunder, Findustry AI reserves all rights, title and interest (including all intellectual property rights) in and to (i) the Products, (ii) all related software and hardware, computer codes and instructions, processing systems and techniques, inputs and outputs, methodologies and technical information, user documentation and training materials, (iii) all outputs generated by the Products (excluding any Client Data incorporated therein, which shall remain the property of Client), and (iv) any customizations, improvements, modifications or derivative works of or to the foregoing, including all related intellectual property rights (collectively, the “Findustry AI Intellectual Property”). No rights are granted to Client hereunder in or to any Findustry AI Intellectual Property, other than as expressly set forth herein.

From time to time Client may provide suggestions, enhancement or modification requests, recommendations or other feedback relating to the operation of the Products (the “Suggestions”). Findustry AI may freely use and exploit the Suggestions without any obligation to obtain consent or pay a royalty.

Client shall not (i) permit any third party to access any Product except as permitted herein; (ii) create derivative works based on the Findustry AI Intellectual Property or merge it with any other products or services; (iii) copy, frame or mirror any part or content of the Findustry AI Intellectual Property; (iv) reverse engineer or attempt to derive the underlying structures or protocols of the Findustry AI Intellectual Property; or (v) access the Products or the Findustry AI Intellectual Property in order to (a) build a competitive product or service or for any benchmarking purposes, (b) copy any features, functions or graphics of the Findustry AI Intellectual Property, or (c) use the Products or the Findustry AI Intellectual Property other than as set forth in Section 2.

As used herein, "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including information about software or technology, product or marketing plans or strategies, personnel information, and information received from third parties subject to obligations of non-disclosure or non-use. Confidential Information of Findustry AI shall include the Findustry AI Intellectual Property and the terms and conditions of this Agreement. Confidential Information of Client shall include the Client Data. Notwithstanding anything in this Section 5.1 to the contrary, Confidential Information shall not include any information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents (collectively, “Representatives”) who need such access for purposes consistent with this Agreement and who have agreed to binding confidentiality obligations with the Receiving Party containing protections no less stringent than those herein. The Receiving Party shall be responsible for ensuring its Representatives’ compliance with this Section 5.

Notwithstanding anything in this Agreement to the contrary, Client Data does not include, and Findustry AI may create, retain and use generic, de-identified or aggregated data which is derived from usage of the Products and does not identify Client or any individual in order to provide and improve its Products and to develop new ones (including to train and fine tune AI models utilized by the Products).

The Receiving Party may disclose Confidential Information of the Disclosing Party if disclosure is reasonably necessary in the opinion of counsel for the Receiving Party to comply with legal or administrative process (including civil and criminal subpoenas, court orders or other compulsory disclosures). Disclosure is permitted pursuant to this Section 5.4 provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure or secure a protective order.

The parties agree that any breach of this Section 5 would cause irreparable harm to the Disclosing Party, which cannot be compensated by monetary damages alone. Accordingly, the Disclosing Party shall be entitled to seek injunctive and other equitable relief to redress any actual or threatened breach of this Section 5, without the necessity of posting bond.

Findustry AI shall be responsible for establishing and maintaining a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that are designed to: (i) ensure the security and confidentiality of the Client Data; (ii) protect against any anticipated threats or hazards to the security or integrity of the Client Data; (iii) protect against unauthorized disclosure, access to, or use of the Client Data; and (iv) ensure the proper disposal of the Client Data.

Findustry AI shall notify Client in writing promptly, but in any event within seventy-two (72) hours, after Findustry AI confirms any unauthorized access to, or destruction, use or disclosure of Client Data (each such event, a “Security Breach”). Such written notification shall include, at a minimum, and to the extent known to Findustry AI at the time such notification is made: (i) a description of the nature of the Security Breach; (ii) a description of the likely consequences of the Security Breach; and (iii) a description of the measures taken or proposed to be taken by Findustry AI to address the Security Breach. Following the initial notification described in this Section 5.7, upon Client’s reasonable written request, Findustry AI shall promptly provide Client with any further information regarding the Security Breach that is necessary to enable Client to meet the notification obligations and other obligations of Client under applicable laws and regulations. Thereafter, Findustry AI shall reasonably cooperate with and reasonably assist Client in connection with any investigation, response and other activities that Client is required to conduct with respect to such Security Breach pursuant to applicable laws or regulations.

As used in this Agreement, “Personal Information” means “personal information,” “personal data” or an equivalent term as defined in data privacy laws applicable to Findustry AI (collectively, together with any regulations promulgated pursuant to such laws, “Data Privacy Laws”). Findustry AI is a “service provider” as such term is defined in the California Consumer Privacy Act of 2018 (“CCPA”) and the California Privacy Rights Act of 2020 (“CPRA”), and is a “service provider,” “processor” or equivalent term under other Data Privacy Laws. The parties agree and acknowledge that certain individuals may have personal data rights pursuant to Data Privacy Laws with respect to their Personal Information. Findustry AI will retain, use and disclose Personal Information subject to Data Privacy Laws only for the business purposes and business relationship authorized in this Agreement or otherwise permitted by such Data Privacy Laws, will not sell or share Personal Information (as such terms are defined in CCPA and CPRA), and will treat such Personal Information as Confidential Information under this Agreement. Where required by Data Privacy Laws, Findustry AI also will not combine Personal Information which Findustry AI receives from or on behalf of Client with Personal Information it receives from or on behalf of others or in its own capacity, except as permitted by such Data Privacy Laws. As to Personal Information in Findustry AI’s possession subject to this Agreement, Findustry AI, as service provider or processor, will reasonably cooperate to assist Client in fulfilling any verifiable or authenticated personal data rights requests made pursuant to Data Privacy Laws where such assistance is necessary. Each party will comply with its respective obligations under applicable Data Privacy Laws. Findustry AI will also provide other reasonable assistance requested by Client and necessary for Client to comply with its obligations under Data Privacy Laws; provided, however, that where Client requests assistance that (i) is unnecessary, (ii) is not required of a service provider or processor under applicable Data Privacy Laws, or (iii) is highly burdensome or costly, Findustry AI may charge a reasonable administrative fee as a condition to providing such assistance. Where permitted by Data Privacy Laws, as to consumer requests made directly to Findustry AI relating to Personal Information in Findustry AI’s possession, Findustry AI will notify Client (email sufficing) and may inform the consumer that the request cannot be acted upon because the request has been sent to a service provider or processor. Findustry AI may also make any other response it deems necessary to comply with Data Privacy Laws.

Client warrants that (i) the provision of any Client Data, content or materials to Findustry AI hereunder is in compliance with Client's privacy policies and all applicable legal and regulatory requirements; (ii) such Client Data, content and materials, and Findustry AI’s use thereof as contemplated by this Agreement, do not and will not infringe upon or violate the rights of any third party; (iii) Client has obtained all permissions and consents from Users, customers or other persons required for Client’s usage of the Products, and Client will provide Findustry AI with evidence of any required permission or consent upon request; and (iv) Client will not provide Findustry AI with any Personal Information relating to individuals from the European Economic Area or Switzerland.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FINDUSTRY AI EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE FINDUSTRY AI PRODUCTS WILL BE FREE FROM ERRORS, DELAYS, INTERRUPTIONS, VIRUSES OR MALICIOUS CODE OR WILL ALWAYS BE AVAILABLE, THAT ALL ERRORS WILL BE CORRECTED, OR THAT THE PRODUCTS WILL MEET CLIENT’S REQUIREMENTS OR WILL IMPROVE CLIENT’S FINANCIAL RESULTS. IN ADDITION, FINDUSTRY AI SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT USE OF THE PRODUCTS WILL ENABLE CLIENT TO COMPLY WITH LAWS APPLICABLE TO CLIENT’S BUSINESS; CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER OR NOT ITS USE OF THE PRODUCTS MEET CLIENT’S LEGAL AND REGULATORY REQUIREMENTS. EACH PARTY ACKNOWLEDGES AND AGREES THAT, IN ENTERING INTO THIS AGREEMENT, IT HAS NOT RELIED ON ANY REPRESENTATIONS, WARRANTIES OR OTHER STATEMENTS BY THE OTHER PARTY EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS SECTION 6.

CLIENT UNDERSTANDS AND ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE SYSTEMS WHICH ARE DESIGNED TO ACT AUTONOMOUSLY ARE NASCENT, RAPIDLY EVOLVING TECHNOLOGIES, AND THAT THE PRODUCTS ARE NOT INTENDED AS A SUBSTITUTE FOR HUMAN REASONING, JUDGMENT, OR DECISION MAKING. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, FINDUSTRY AI SHALL NOT BE LIABLE FOR ANY DAMAGES IN CONNECTION WITH ANY DECISIONS TAKEN BY CLIENT BASED ON ITS USE OF THE PRODUCTS, NOR WILL FINDUSTRY AI HAVE ANY LIABILITY ARISING FROM AUTONOMOUS DECISIONS MADE OR ACTIONS TAKEN BY THE PRODUCTS, WHETHER OR NOT THE PARTIES HAVE BEEN ADVISED OF OR HAVE REASON TO KNOW ABOUT THE POSSIBILITY OF ANY SUCH DAMAGES.

IN NO EVENT SHALL FINDUSTRY AI’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE THE TOTAL AMOUNT PAID TO FINDUSTRY AI (OR the authorized reseller through whom Client is purchasing access to the applicable Products) FOR THE PRODUCTS BY CLIENT IN THE 6 MONTHS PRECEDING THE INCIDENT.

IN NO EVENT SHALL FINDUSTRY AI HAVE ANY LIABILITY TO CLIENT FOR ANY LOST PROFITS, DATA OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS OR BUSINESS), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT FINDUSTRY AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT SHALL BE ENFORCEABLE EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. CLIENT AGREES THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE A MATERIAL CONSIDERATION FOR FINDUSTRY AI’S AGREEMENT TO PROVIDE THE PRODUCTS.

Sections 4, 5.1-5.5, 6.2, 7, 8, and 10 shall survive any termination or expiration of this Agreement, along with any other provisions hereof that, by their nature, are intended to survive.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

There are no third-party beneficiaries to this Agreement.

Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, or (ii) the second business day after mailing by certified first-class U.S. Mail, return receipt requested. Notices to Findustry AI shall be addressed to the attention of CEO, Findustry AI, 1021 Barrys Ct., Lake Forest, IL 60045. All notices to Client shall be addressed to the authorized representative signing below. Each party may change its representative hereunder upon notice in accordance with this Section.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); provided, however, that Findustry AI may assign this Agreement, without consent of Client, to any affiliated entity or in connection with a change of control, merger, acquisition, corporate reorganization, or sale of substantially all of the assets or business of Findustry AI’s business unit to which this Agreement relates. Any assignment in contravention of this Section shall be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of Delaware, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The state and federal courts located in Cook County, Illinois shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts.

Neither party shall be liable to the other for any loss or damage attributable to, and neither party shall be deemed to be in default hereunder as a result of, any failure or delay in performance caused by Force Majeure. Both parties shall use all reasonable efforts to minimize the consequences of Force Majeure. As used in this Section, the term “Force Majeure” means strike, lockout, earthquake, hurricane, flood, fire, or other acts of God or nature, war, rebellion, civil disorders, laws, regulations, acts of civil or military authorities, criminal or malicious acts of third parties, unavailability of materials, carriers or communications facilities, Internet and network disruptions, and any other causes beyond the reasonable control of the party whose performance is affected. “Force Majeure” shall not include economic hardship, changes in market conditions, and insufficiency of funds.

This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

Findustry AI reserves the right to modify this Agreement for any reason. Client should regularly look at this Agreement and the “Last Updated” date at the beginning of this Agreement. Findustry AI will use reasonable efforts to give Client notice of these modifications, such as by emailing Client at the then-current email address associated with its account. By continuing to use the Products after Findustry AI makes these modifications, Client agrees that Client will be subject to this Agreement as modified. If Findustry AI does not agree to the terms of this Agreement as modified pursuant to this paragraph, Client must immediately discontinue use of the Products. Except as otherwise expressly provided in this Section 10.10, no modifications to this Agreement shall be valid unless made in writing and signed by a duly authorized representative of each party.