Terms of Service

RHIZAR TERMS OF SERVICE

Effective Date: [●]

BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT USE THE SERVICE. IF YOU ARE USING THE SERVICE ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THIS AGREEMENT.

IF YOU ARE USING THE SERVICE FOR EVALUATION PURPOSES, THE SERVICE IS PROVIDED IN ACCORDANCE WITH THE TERMS OF SECTION 7 ("TRIALS") BELOW.

This Terms of Service agreement ("Agreement") is entered into by and between Helix Build, LLC, a Washington limited liability company, headquartered at 309 NW Dogwood Street, Issaquah WA 98027 ("Rhizar"), and you or the entity you represent placing an Order Form for or accessing the Service ("Customer"). This Agreement includes and incorporates any exhibits referenced in this Agreement, any Order Forms, DPA, or other agreement related to the Service and executed by the parties. The "Effective Date" of this Agreement is the earlier of: (i) Customer's initial access to the Service; or (ii) the date of Customer's first Order Form. Rhizar and Customer may be referred to in this Agreement individually as a "party" and collectively as the "parties."

Introduction to Rhizar: Rhizar provides an AI-powered platform that enables customers, but is not limited to, to optimize strategic analysis and housing development scenarios. The Rhizar AI Analyst leverages advanced large language models and machine learning to deliver insights and recommendations for Customer's internal business purposes.

1. Service Access and Configurations

1.1 Access. Subject to the terms of this Agreement, Customer and its Users may access and use the Service during the Subscription Term in accordance with the applicable Order Form and Documentation. Customer may permit its Affiliates and Authorized Third Parties to act as Users provided that any such use is solely for the benefit of Customer. Customer is responsible for each User's compliance with this Agreement, for each User's actions while using the Service, and for maintaining the security of each User's username and password.

1.2 AI Model Selection. Rhizar selects and configures the large language models ("LLMs") and AI technologies utilized by the Service. Customer acknowledges that Rhizar may update or change LLM providers from time to time to improve Service performance and capabilities.

1.3 Customer Affiliates. Customer Affiliates may purchase the Service from Rhizar by executing an Order Form which is governed by the terms of this Agreement. This will establish a new and separate agreement between the Customer Affiliate and Rhizar. If the Customer Affiliate resides in a different country than Customer, then the Order Form may include modifications to terms applicable to the transaction(s) (including, but not limited to, taxes and governing law).

1.4 Feature Availability and Updates. Rhizar may from time to time: (a) make available new features, functionality, or capabilities of the Service, including beta or experimental features; (b) modify or discontinue existing features or functionality; or (c) update the underlying AI models, algorithms, or technology used to provide the Service. Rhizar will use commercially reasonable efforts to notify Customer of material changes that significantly impact Customer's use of the Service. Unless otherwise specified in an Order Form, new features and functionality will be subject to this Agreement. Beta or experimental features are provided on an "as is" basis for evaluation purposes and may be modified, discontinued, or incorporated into the generally available Service at Rhizar’s discretion. Customer acknowledges that Rhizar’s continuous improvement of AI capabilities may result in changes to Output quality, format, or characteristics over time.

2. Restrictions

Customer will not (and will not permit its Users or any third party to): (a) sell, rent, assign, sublicense, or distribute the Service, or provide the Service as a commercial hosted service, to any third party; (b) provide access to, or otherwise make available, the Service to any third party (except as expressly set forth in Section 1.1); (c) modify, copy, translate, or create derivative works of, the Service; (d) reverse engineer, decompile, disassemble, or otherwise seek to obtain or derive the source code, algorithms, or non-public APIs of the Service, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Rhizar); (e) remove or obscure any copyright or proprietary notices contained in the Service; (f) use the Service in violation of applicable law or the Acceptable Use Policy; (g) use the Service to benchmark the Service, to perform competitive analyses, to copy features or functions of the Service, or to build similar or competitive products or services; (h) input, upload, transmit, or otherwise provide to or through the Service any information that is unlawful, injurious, or that contains, transmits, or activates any virus, worm, malware, or other malicious computer code; or (i) use the Service for purposes that may have a legal or material impact on individuals, such as making employment, housing, insurance, credit, legal, or other important decisions about them without appropriate human review and verification.

3. Customer Data

3.1 Rights in Customer Data. As between the parties, Customer or its licensors retain all right, title, and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of operation of the Service, including Input and Output. Subject to the terms of this Agreement, Customer hereby grants to Rhizar and its Affiliates a non-exclusive, worldwide, non-transferable, and royalty-free right, during the Subscription Term, to process the Customer Data solely for the purpose of providing the Service to Customer or to prevent or address service or technical problems therein.

3.2 Customer Data for Service Improvement. Customer grants Rhizar the right to use Customer Data to provide, support, and improve the Service and Rhizar’s AI models and technology; provided that Customer Data will be aggregated with data from other users and Rhizar will use commercially reasonable efforts to ensure that raw Customer Data is not surfaced to third parties through the Service. Any data derived from Customer Data, such as analytics, embeddings, or model improvements (but not raw Customer Data), and any aggregated and anonymized data and Customer usage data and telemetry, shall be owned solely and exclusively by Rhizar and may be used by Rhizar for any purpose.

3.3 Customer Obligations.

(a) In General. Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer warrants that: (i) Customer has and will have all rights necessary to grant Rhizar the rights set forth in this Agreement, and Rhizar’s exercise of such rights will not require Rhizar to provide any notices or obtain any consents of any other person or entity; (ii) Customer's use of the Service in accordance with this Agreement will comply with applicable laws and government regulations; (iii) the Customer Data, and Customer's provision, delivery, or disclosure of Customer Data to Rhizar does not and will not violate any applicable law, rule, or regulation; and (iv) the Customer Data does not and will not infringe upon, misappropriate, or otherwise violate any third party's intellectual property, publicity, or privacy rights.

(b) Prohibited Data. Customer agrees not to process any protected health information regulated by the Health Insurance Portability and Accountability Act ("HIPAA Data"), personal financial information regulated by the Gramm-Leach-Bliley Act, or other highly regulated data via the Service unless expressly authorized in writing by Rhizar. Rhizar will have no liability under this Agreement for such data, notwithstanding anything to the contrary in this Agreement.

4. Title and Licenses

4.1 Title by Rhizar. Rhizar and its licensors retain all right, title, and interest in all intellectual property rights, including patent, trademark, trade secret, trade name and copyright, whether registered or not registered, in and to the Service and the underlying technology thereof, the Documentation, and any derivative works, modifications, or improvements to any of the foregoing, including: (i) Rhizar’s pre-existing intellectual property, methodologies, processes, and know-how; (ii) AI agents, algorithms, and machine learning models developed by Rhizar; (iii) general improvements to Rhizar’s technology platform and capabilities; and (iv) anonymized and aggregated information about all Rhizar’s customers' use and interaction with the Service. Rhizar reserves all rights in the Service not expressly granted herein, and no other license or implied rights of any kind are granted or conveyed. "Rhizar" and associated logos are the trademarks of Rhizar and its Affiliates.

4.2 Feedback. Rhizar may freely use and incorporate into Rhizar’s products and services any suggestions, corrections, enhancement requests, or other feedback provided to Rhizar by Customer or Users of the Service ("Feedback"), provided that Rhizar’s use of such Feedback is anonymized and does not identify Customer or any User in any manner.

5. Fees

5.1 Fees and Payment. Customer shall pay to Rhizar the fees set forth in each applicable Order Form (the "Fees"). Any use of the Service by Customer in excess of the licenses granted in the applicable Order Form is subject to billing in arrears by Rhizar. All Fees payable to Rhizar under this Agreement shall be paid in United States Dollars (or the currency identified in the applicable Order Form). Payment terms shall be specified in the applicable Order Form. Rhizar will assess a late payment penalty of 2.5% per month of the amount owed to Rhizar for each month Customer has a balance owing to Rhizar.

5.2 Payment Disputes. Nothing in this Agreement prohibits Customer from making good faith disputes of amounts invoiced by Rhizar ("Payment Dispute"). Rhizar will not exercise its rights under Section 12.2 (with respect to termination for cause or suspension of the Service) with respect to non-payment by Customer in the event of a Payment Dispute. If the parties are unable to resolve such Payment Dispute within thirty (30) days, each party shall have the right to seek any remedies it may have under this Agreement, at law or in equity. For clarity, any undisputed amounts must be paid in full.

5.3 Taxes. All Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges including, without limitation, VAT, GST, or similar withholding taxes or obligations (collectively, "Taxes"). Customer shall be responsible for paying all Taxes associated with the Service (without any offset or deduction to the fees paid to Rhizar) other than taxes based on Rhizar's net income, and Customer may not reduce the fees payable to Rhizar as a result of Taxes.

6. Support, Professional Services, and Security

6.1 Support. During the Subscription Term, Rhizar will provide Customer the support for the Service as specified in the Order Form ("Support"), in accordance with Rhizar's Customer Support Service Level Agreement available at info@rhizar.com and incorporated herein by reference ("Customer SLA").

6.2 Professional Services. If identified in an applicable Order Form or Statement of Work, Rhizar will provide Customer with the Rhizar-branded professional services for the Service identified in the Order Form or Statement of Work ("Professional Services"), in accordance with Rhizar's Professional Services terms. Upon completion of a Statement of Work and Customer's full payment of fees associated therewith, Rhizar will assign to Customer all intellectual property rights to deliverables specifically developed for Customer's exclusive use under such Statement of Work (the "Deliverables"), excluding any Rhizar intellectual property, methodologies, AI models, algorithms, or general platform improvements incorporated therein.

6.3 Security Standard. Rhizar will use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, or disclosure of Customer Data in accordance with the Rhizar Security Standard made available at http://analyst.rhizar.com/legal/security and incorporated herein by reference ("Security Standard").

6.4 Business Exhibits. Rhizar may update the terms of the Customer SLA, Security Standard, and Acceptable Use Policy (the "Business Exhibits") from time to time to reflect process improvements or changing technology, practices, or applicable laws, but for any such updates during an applicable Subscription Term: (i) such change shall not materially diminish Rhizar's obligations, nor materially increase Customer's obligations, and (ii) Rhizar will materially comply with the terms of such Business Exhibits in effect as of the effective date of the applicable Order Form.

7. Trials

7.1 Trial Use. At Customer's request (including via an Order Form), Rhizar may make available to Customer trial or evaluation use of the Service, including services, software, or features that may not yet be generally available, including pre-release or beta versions of the foregoing which may not operate correctly (collectively, "Trials"). Trials may include partial features or functionality of the Service. Customer may access and use Trials solely for the purpose of evaluating and testing the Service and related features. Except for paid Trials, Rhizar may terminate Customer's access to and use of any Trial at any time upon fifteen (15) days' notice to Customer.

7.2 Trial Liability. Except for Customer-paid Trials: (i) Trials are provided "as is" without Support, indemnification, or warranty of any kind, whether express, implied, statutory, or otherwise, and (ii) notwithstanding Section 11 (Limitation of Liability) or any other provision of this Agreement, Rhizar's maximum aggregate liability under any Trial shall be capped at five thousand dollars US ($50 US).

8. Warranties and Disclaimers

8.1 Rhizar Warranty. Rhizar warrants that the Service will perform, in all material respects, in accordance with the Documentation during the Subscription Term. In the event of a breach of this warranty, Rhizar will use commercially reasonable efforts to correct the reported non-conformity, at no additional charge to Customer, or if Rhizar determines such remedy to be impracticable, either party may terminate the applicable Order Form. The foregoing remedy shall be Customer's sole and exclusive remedy for any breach of warranty under this Section 8.1.

8.2 Exclusions. The warranty in Section 8.1 does not apply to any unavailability or non-conforming functionality of the Service arising or resulting from: (i) factors outside of Rhizar's reasonable control, including any force majeure event, Customer's Internet access, or other problems beyond the scope of the Service; (ii) Customer's failure to promptly notify Rhizar of the alleged non-conformity to the extent Rhizar is materially prejudiced from resolving the same due to Customer's failure to promptly notify; (iii) misuse or unauthorized modification of the Service, or as a result of Customer or third party equipment, software, services, or technology not within Rhizar's direct control; (iv) any performance issues or unavailability of third-party services or Connected Applications; or (v) Rhizar's suspension or termination of Customer's right to use the Service in accordance with this Agreement.

8.3 AI Systems Disclaimer. CUSTOMER ACKNOWLEDGES THAT AI SYSTEMS, INCLUDING LARGE LANGUAGE MODELS, MAY PRODUCE INACCURATE, INCOMPLETE, OR MISLEADING OUTPUTS. CUSTOMER SHOULD NOT RELY ON THE SERVICE AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. CUSTOMER MUST EVALUATE THE RESULTS OF ITS USE OF THE SERVICE FOR ACCURACY AND APPROPRIATENESS FOR CUSTOMER'S INTENDED USE CASE.

8.4 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE AND ANY OUTPUT IS PROVIDED "AS IS," AND RHIZAR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. RHIZAR DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. RHIZAR DOES NOT WARRANT AGAINST LOSS OR INACCURACY OF DATA OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. RHIZAR SHALL NOT BE LIABLE FOR PROBLEMS INHERENT IN USE OF THE INTERNET OR FOR ISSUES RELATED TO CUSTOMER'S NETWORK OR THIRD-PARTY SERVICES.

8.5 Compliance with Laws. Rhizar will provide the Service in accordance with laws and government regulations as applicable to Rhizar's provision of the Service to its customers generally, without regard to Customer's particular use of the Service.

9. Confidentiality

9.1 Obligations. Each Receiving Party shall protect the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information (but not less than reasonable care). The Receiving Party shall: (i) not use or disclose any Confidential Information of the Disclosing Party for any purpose except as necessary in performance of its obligations under this Agreement or as otherwise authorized by the Disclosing Party in writing; and (ii) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who have a need to know such Confidential Information for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. All Confidential Information shall remain the property of the Disclosing Party. Upon termination, the Receiving Party shall cease any use of the Disclosing Party's Confidential Information. Upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all documents and tangible materials containing Disclosing Party's Confidential Information and provide a signed document attesting to such return or destruction.

9.2 Procedure. If Receiving Party is required by applicable law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information may cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

10. Indemnification

10.1 By Rhizar. Rhizar will defend, indemnify, and hold Customer and its Affiliates harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any claim brought by a third party alleging that the Service infringes a copyright, trademark, or U.S. patent, or misappropriates a trade secret. Notwithstanding the foregoing, Rhizar will have no obligation with respect to any infringement claim based upon: (a) any use of the Service that is not in accordance with this Agreement or the corresponding Documentation; (b) any use of the Service in combination with other products or services not provided by Rhizar if such infringement would not have arisen but for such combination; or (c) any modification of the Service if such infringement would not have arisen but for such modification. If Customer's use of the Service is, or in Rhizar's opinion may become, enjoined as a result of an infringement claim, or if Rhizar determines such actions are reasonably necessary to avoid liability, Rhizar may, at its option and expense, either: (i) procure for Customer the right to continue using the Service; (ii) replace or modify the Service so that it becomes non-infringing and remains functionally equivalent; or (iii) if, despite its commercially reasonable efforts, Rhizar is unable to do either (i) or (ii), Rhizar will terminate the rights herein and pay to Customer a refund of any prepaid unused Fees for the Service purchased hereunder. This Section 10.1 states Rhizar's entire liability, and Customer's sole and exclusive remedy, for infringement claims and actions.

10.2 By Customer. Customer will defend, indemnify, and hold Rhizar and its Affiliates harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any claim brought by a third party arising from or relating to: (a) the Customer Data or Customer's breach of its obligations, warranties, or representations in Section 3.3; (b) Customer's use of the Service in violation of this Agreement, including any violation of Section 2; or (c) Customer's use of the Service to make decisions affecting individuals' legal or personal rights without appropriate verification.

10.3 Procedure. The obligations under this Section 10 are subject to the party seeking indemnity or reimbursement hereunder (the "Indemnified Party") notifying the other party (the "Indemnifying Party") promptly in writing of such claim, giving the Indemnifying Party sole control of the defense thereof and any related settlement negotiations, and cooperating and assisting in such defense at the Indemnifying Party's reasonable request and expense (including reasonable attorneys' fees). Notwithstanding the foregoing, the Indemnifying Party shall not settle any claim without the Indemnified Party's prior written consent if the settlement would require the Indemnified Party to: (i) pay any amounts; or (ii) require the Indemnified Party to make an admission of wrongdoing or fault. Nothing in this Section 10 prohibits the Indemnified Party from participating in the defense of any claim at its own expense.

11. Limitation of Liability

EXCEPT AS TO "EXCLUDED CLAIMS," TO THE MAXIMUM EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN:

(A) NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITIES, OR INTERRUPTION OF BUSINESS, OR THE COST TO PROCURE SUBSTITUTE GOODS OR SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE;

(B) EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM (THE "TOTAL FEES").

(C) IN NO EVENT SHALL EITHER PARTY (OR ITS RESPECTIVE AFFILIATES) BE LIABLE FOR THE SAME EVENT UNDER MULTIPLE THEORIES OF LIABILITY. THE LIMITATION IN SECTION 11(B) SHALL APPLY TO THE TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS.

12. Subscription Term; Termination

12.1 Term. This Agreement is effective as of the Effective Date and will remain in effect until terminated in accordance with its terms. If there is no Order Form currently in effect, either party may terminate this Agreement upon written notice to the other party. Each Order Form will terminate upon expiration of the applicable Subscription Term, unless expressly stated otherwise therein or in this Agreement.

12.2 Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (i) materially breaches any provision of this Agreement and fails to cure such breach within 30 days from the date of such party's written notice to the other party; or (ii) seeks protection under any bankruptcy or similar proceeding and such proceeding is not dismissed within 60 days. Additionally, Rhizar may suspend Customer's access to or use of the Service if Customer fails to cure any nonpayment within 30 days after Rhizar's notice to Customer. Except as otherwise set forth herein, the Service may not be cancelled or terminated by Customer during the Subscription Term.

12.3 Effect of Termination. Upon termination of this Agreement: (i) Rhizar will delete the Customer Data stored in the Service within thirty (30) days; and (ii) Customer shall promptly: (a) discontinue all use of the Service, and (b) pay all amounts due during the Subscription Term. Rhizar's rights to use Derived Data and Aggregated Insights as described in Section 3.2, and Sections 4.1, 9, 10, 11, 12.3, 13, and 14 will survive any termination of this Agreement.

13. General Provisions

13.1 Governing Law. This Agreement will be governed by the laws of the State of New York and the United States without regard to any conflicts of laws principles. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

13.2 Venue. Customer hereby consents to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York for any disputes arising under this Agreement.

13.3 Notices. All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, certified overnight delivery, registered mail (return receipt requested), or email and shall be deemed given upon receipt. Email notices to Rhizar shall be sent to legal@rhizar.com and to Customer at the email address(es) identified in the applicable Order Form.

13.4 Export Controls. The Service and related technology are subject to U.S. export laws and may be subject to export regulations in other countries. Customer agrees not to use or export (directly or indirectly) the Service or related technology in violation of applicable export laws or regulations. Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that has been designated by the U.S. government as a "terrorist supporting" country.

13.5 U.S. Government Customers. The Service is a "commercial item" as defined in Federal Acquisition Regulation ("FAR") 2.101. If the Service is acquired by or on behalf of any agency not within the U.S. Department of Defense ("DOD"), the Service is subject to this Agreement in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If the Service is acquired by or on behalf of any agency within the DOD, the Service is subject to this Agreement in accordance with Defense Federal Acquisition Regulation ("DFARS") 227.7202-3. In addition, DFARS 252.227-7015 applies to technical data acquired by the DOD. This Section 13.5 is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under this Agreement.

13.6 No Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except with prompt written notice in connection with a merger, acquisition, assignment to an Affiliate, or sale of all or substantially all of a party's assets or voting securities. Any other transfer or assignment of this Agreement except as expressly authorized under this Section will be null and void.

13.7 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to any cause beyond such party's reasonable control, including acts of God, labor conditions, systemic electrical, telecommunications, or other utility failures, earthquakes, floods, fires, storms, acts of terrorism, war, or acts or orders of government.

13.8 Miscellaneous. This Agreement, together with any Order Form and the Business Exhibits, constitutes the entire agreement between Rhizar and Customer and supersedes all previous written and oral communications between the parties with respect to the subject matter hereof. No varying terms stated in a purchase order or other ordering document (other than Order Forms) shall form any part of this Agreement, and all such terms and conditions shall be null and void. From time to time, Rhizar may modify this Agreement, and any changes become effective for Customer upon renewal of the then-current Subscription Term or entry into a new Order Form after the updated version of this Agreement goes into effect. Customer's continued use of the Service after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14. Definitions

"Acceptable Use Policy" means Rhizar's acceptable use policy made available https://analyst.rhizar.com/legal/acceptable-use.

"Affiliate" means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, a party. As used herein, "control" means the power to direct the management of an entity and "ownership" means the beneficial ownership of more than fifty percent (50%) of the voting securities or interests of an entity.

Authorized Third Party" means any third party that Customer authorizes to access and use the Service solely for Customer's benefit, including Customer's consultants, contractors, vendors, clients, and other business partners, provided that Customer remains responsible for such Authorized Third Party's compliance with this Agreement.

"Confidential Information" means non-public information that is identified as confidential at the time of disclosure by the disclosing party (the "Disclosing Party") or that should reasonably be understood by the receiving party (the "Receiving Party") to be confidential due to the nature of the information or the circumstances surrounding its disclosure. Without limitation: (a) Rhizar's Confidential Information includes all non-public information relating to the Service, including Fees identified in any Order Form, performance or benchmark results, and any usage statistics; and (b) Customer's Confidential Information includes Customer Data. Confidential Information does not include information that: (i) is made generally available to the public without breach of this Agreement or of any existing confidentiality obligations governing such information; (ii) is developed by the Receiving Party independently from and without reference to the Confidential Information; (iii) is disclosed to the Receiving Party by a third party without restriction; or (iv) was in the Receiving Party's lawful possession prior to disclosure and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party.

"Connected Application" means a supported, third-party enterprise application licensed independently by or for Customer and selected by Customer for submitting Customer Data to the Service.

"Customer Data" means any Customer content, data, information, or other materials that Customer submits to the Service.

"Data Protection Claims" means any claims arising from a party's breach of Section 6.3 (Security Standard), Section 9 (Confidentiality), or the DPA (if applicable), where such breach results in the unauthorized disclosure of Customer Data, or breach of Section 3.3 (Customer Obligations).

"Documentation" means Rhizar's technical documentation and usage guides for the Service as made available through the Service or at https://docs.rhizar.com, as updated from time-to-time.

"DPA" means a data processing addendum, if applicable. Rhizar's form of DPA is made available at https://analyst.rhizar.com/legal/privacy.

"Excluded Claims" means obligations and claims based on: (a) a party's breach of its obligations in Section 9 (Confidentiality) (but excluding obligations and claims relating to Customer Data); (b) either party's express obligations under Section 10 (Indemnification); and/or (c) liability which, by law, cannot be limited (e.g., tort claims for gross negligence and intentional misconduct).

"Input" means any natural language statement, prompt, query, or other request that a User provides to the Service to solicit a response or result from the Service.

"Order Form" means a quote, or other written or online ordering document, issued by Rhizar, which has been agreed to by Customer by means of signature, issuance of a purchase order, or online acceptance.

"Output" means any AI-generated output provided by the Service after processing an Input.

"Service" means Rhizar's software-as-a-service offerings, including the Rhizar AI Analyst, identified in the applicable Order Form, together with all associated Documentation.

"Subscription Term" means the specified period of time during which Customer is entitled to access and use the Service as identified in the applicable Order Form.

"Users" means the persons allowed access to the Service by or on behalf of Customer, including its, and its Affiliates', employees, independent contractors, and consultants.