1. Who

This Agreement is between Evari Services UK Ltd of 128 City Road, London EC1V 2NX ("Us, We, Ours") and you. If you are signing up:

• as an individual, this agreement will be between Us and you as the individual;
• on behalf of a company, organisation or other entity (such as your employer), it will be the entity on whose behalf you are agreeing to this Agreement.

In this Agreement the words "You", "Your", "Yours" or "Customer" refer to you as an individual or the entity as applicable.

If You do not agree, or where You are an individual agreeing on behalf of an entity and do not have the authority to legally bind the entity, you must not click "I Accept", create an Account or use QuivaWorks products including at www.quiva.ai.

2. When

This Agreement starts on the date and time You click "I Agree" and sign up (the "Start Date") and It continues until terminated by either party in accordance with this Agreement ("the Term").

3. What

This Agreement includes:

• these Terms and Conditions
• Data Processing Agreement
• Acceptable Use Policy
• Security Addendum

Each of these documents are incorporated into this document by reference.

4. Definitions

The following words will have the following meanings whenever used with capitals in this Agreement:

Key Definitions

"Account" means a Root Account and any Secondary User Account.

"Account Data" means Billing Information, as well as other information and records related to or associated with Your Account including that You provide to Us in connection with the creation or administration of an Account, such as, names, account name, occupation, phone numbers, entity information, email address, billing, location, and website details, and Account configuration information and login data. It excludes Service Content and AI Assistance Content.

"Add Ons" means optional additional feature, usage, functionality, service, improvement, or resource offered by Us from time to time that is not included in Your existing Plan and is subject to payment of an additional Add On Fee or consumption of pre-paid Usage Credits.

"AI Agents" means an artificial intelligence system with large language models ("LLM") that mimic human decision-making to accomplish a specific goal or objective in real time with limited human supervision.

"AI Assistance Content" means all data or information submitted by You including by Users to Our AI Assistance Feature.

"AI Assistance Feature" means any AI-enabled feature made available by Us as part of QuivaWorks to provide You with support and assistance. It does not include AI Agents You create via QuivaWorks.

"AI Providers" means the third parties that provide LLMs including those used by AI Agents or AI Assistance Features, which may be supported by QuivaWorks from time to time.

"API" means an application programming interface being a set of software function, protocols and tools provided by Us to enable Users to access and interact with the functionality or data of QuivaWorks.

"AUP" means Our acceptable use policy currently posted at https://www.QuivaWorks/legal.html as updated from time to time.

"Documentation" means the published user manual related to use of QuivaWorks, as well as describing the functionality of QuivaWorks found at http://www.quiva.ai/documentation as updated by Us from time to time.

"DPA" means the data processing addendum agreement between Us and You located at www.quiva.ai/legal/DPA as updated from time to time.

"Excluded Data" means any higher risk data which is data that is classified as sensitive, confidential, or high-risk under applicable Privacy/Security Laws, standards or guidance including but not limited to sensitive personal data, health information, financial data, or authentication credentials.

"Free Plan" means a limited, no-cost subscription to QuivaWorks that is subject to restrictions on features, users, Usage Credits or functionality as specified by Us from time to time.

"Infrastructure Providers" means the third-party providers who provide server hardware and datacentre services to Us for purposes of hosting QuivaWorks.

"Our Content" means API's, sample code, software libraries, command line hooks, proofs of concept, templates, advice, information, programs and other content made available by Us and Our Affiliates related to the use of QuivaWorks or on the Website and other related technology. It does not include QuivaWorks.

"Paid Plan" means a QuivaWorks subscription offered for a Fee, providing enhanced features, increased Usage Credits, usage limits and/or additional functionality compared with a Free Plan.

"Plan" means either a Free or Paid QuivaWorks subscription plan selected and activated by You via the Root Account or a Secondary User granted with privileges to do so.

"QuivaWorks" means Our online, cloud hosted and managed application for the creation, management and use of AI Agents as described in the Documentation as well as Our API's and any updates, upgrades, patches, modified versions, extensions, improvements and derivative works including the AI Assistance Features.

"Root Account" means the initial online account You register and open to access and use QuivaWorks and which serves as the primary account for the Root User to access and manage Your Plan.

"Secondary Account" means any online account registered and maintained to access and use QuivaWorks under the administrative control of the primary Root User.

"Service Content" means all data or information submitted to, processed, hosted or stored through QuivaWorks by You or on Your behalf, including by Users, in connection with Your use of QuivaWorks and Your Account but does not include Account Data or AI Assistance Content.

"Usage Credits" means unit of service entitlement that may be redeemed by You to use the Account in accordance with the applicable consumption rates set forth in the Documentation.

5. Customer Warranties

Individual

You represent, warrant and covenant that You have the legal capacity (including, without limitation, being over 18 years of age or of sufficient age) to enter into a binding contract under the law of the jurisdiction in which You reside, are registered or conduct business.

Entity

Where You are an entity, You represent and warrant that You have full corporate right and authority to enter into and perform this Agreement. The person agreeing to this Agreement on behalf of an entity represents, warrants and covenants that they are authorised to do so and has and maintains the authority of the entity to bind it to this Agreement.

Prohibited Persons

You represent warrant and covenant that You are not and will not be subject to any sanctions, export restrictions or prohibited party lists.

6. Use

Intended Use

QuivaWorks is intended for business or professional use only. QuivaWorks is a generally available proprietary software.

Access and Use Grant

During the Term, We grant to You a limited, revocable, non-exclusive, non-sub-licensable, non-transferable, royalty free right to permit Root and Secondary Users to access and use QuivaWorks and Our Content solely for Customer's business purposes limited to such features and functions as the Plan specifies and in accordance with the Documentation and the terms and conditions of this Agreement.

Revisions

We may revise, discontinue or remove QuivaWorks or any of its features and functions at any time. If any such revision to QuivaWorks materially reduces features or functionality provided pursuant to a current Plan, Your sole and exclusive remedy is to cancel the Plan. In the case of a discontinuance We will provide 30 days notice and the Plan will automatically cancel on the date of discontinuance.

Usage Limits

Your use of QuivaWorks is subject to the limits identified in the Plan from time to time. Your use is also subject to reasonable usage limits, as determined by Us in good faith based on industry standards and typical usage patterns.

Support

Your Plan determines the Support Services that You are eligible to receive. We will provide such Support Services to You in accordance with the Documentation.

7. Accounts

Root Account

To access and use QuivaWorks, You must register for, open, set-up and maintain a Root Account and activate a Plan.

Secondary Accounts

Secondary Users are required to create and maintain individual accounts linked to the Root Account to access and use QuivaWorks. You will be responsible for facilitating access to Secondary Users via the Root Account or granting invitation privileges to Secondary Users.

Log-in Credentials

You are responsible for the security of all User credentials. You shall use proper security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all logins and passwords, and verifying the trustworthiness of persons who are entrusted with access information.

Your Liability for Accounts

You agree that You are responsible and liable for all access and use of QuivaWorks and Our Content under the Accounts (including by Users and any unauthorised use), including, compliance with all applicable laws, the AUP and any third-party terms.

8. Cloud Hosting Infrastructure

Infrastructure Providers

You acknowledge and agree that:

• QuivaWorks is hosted using datacentres and servers managed by third-party Infrastructure Providers, and those providers are responsible for this service including maintaining service availability; and
• We are not responsible or liable for any acts, omissions, errors, interruptions, or failures of the Infrastructure Providers; and
• disruptions, delays, or damages caused by the Infrastructure Provider are not grounds for a claim against Us, nor do they affect Your obligation to pay Fees.

Encryption

Service Content is stored inside QuivaWorks and hence with the Infrastructure Providers. Service Content is stored in encrypted form only. The Infrastructure Providers cannot decrypt Service Content.

9. Plans

Plan

You acknowledge and agree that QuivaWorks has different Plans and some features and functions or similar may only be accessed and used after payment of applicable Fees is received as set out in the Plan.

Automatic Renewal

Unless You cancel prior to the end of a Plan, the Plan will automatically renew for successive billing periods. All renewals are subject to QuivaWorks and Plan being offered at the time of renewal and will be subject to the then-current Fees applicable to the renewed Plan.

Plan Downgrades

You can downgrade a Plan at any time however the Downgrade will take effect from the next Billing Period. You acknowledge and agree that downgrading a Plan is likely to cause a reduction in Included Usage Credits, loss of features, functionality, performance capacities, data storage, processing power, data or other capabilities of QuivaWorks which were available under the higher-tier Plan.

Plan Upgrades

You can upgrade a Plan at any time and the upgrade will take effect from the date of the upgrade.

10. Additional Users

Eligibility, inclusions and limitations to the number of Additional Users that You can add to Your Plan may differ depending on the Plan that You are registered for, as described in the Documentation published on our Website from time to time.

Add On charges may apply for Additional Users. Charges vary based on the Plan that You are registered for.

If You are eligible and elect to increase the number of Additional Users for Your Account, this change shall take effect immediately. Any applicable associated increase in Add On Fees shall be applied immediately.

11. Usage Credits

Method of Payment for Add Ons

You acknowledge and agree that QuivaWorks uses Usage Credits as a mechanism for measuring fixed unit of consumption of Add On services within Your Account.

Included Usage Credits - Free Plans

Free Plans include an allocation of a specified number of Included Usage Credits per Account, per month. Included Usage Credits are allocated to Your Account at the start of each billing period. Any Included Usage Credits that are not utilised at the end of the period shall be forfeited.

Included Usage Credits - Paid Plans

Paid Plans include an allocation of a specified number of Included Usage Credits per User, per month. The total amount of Included Usage Credits will be tracked at the Account level, and consumed on a first-come-first-served basis by any User within the Account. Any Included Usage Credits that are not utilised at the end of the period shall be forfeited.

Purchase of Additional Usage Credits

Paid Plans provide you with the ability to purchase quantities of Additional Usage Credits in advance. Additional Usage Credits that are not utilised in the current billing period shall be rolled over and may be used in subsequent billing periods.

12. Payment

Fees

You shall pay Us the Subscription Fee for each Paid Plan and all applicable Add-on Fees including for additional Usage Credits during the Term (the "Fees").

Billing

Invoices will be available digitally and found in Your Root Account. You agree to be billed on a recurring basis and to be automatically charged using your payment method on invoicing. All Fees are payable in advance.

Method of Payment

You must pay Us using one of the payment methods We support from time to time. You must promptly notify Us of updates to Your Billing Information including where Your payment method is cancelled or otherwise inoperable.

Payment Processors

We use third-party payment processors ("Payment Processors") to bill you through the payment account linked to your Root Account. Payment processing is subject to the terms, conditions and policies of the Payment Processors in addition to this Agreement. We are not responsible for the errors, acts or omissions of the Payment Processors.

Refunds and Cancellation

Payment obligations are non-cancellable.

• Paid Plans: If you Downgrade a Paid Plan, You will not be entitled to any refund of amounts paid for the billing period.
• Add On Fees: Any Add on Fees and applicable Taxes are non-refundable regardless of whether the Add-on has been used or the Plan is downgraded or cancelled.
• Free Plans: No credits or refunds are provided for any cancellation or upgrade of a Free Plan as there is no Subscription Fee for a Free Plan.

Taxes

All Fees are exclusive of Taxes which You must pay in addition to and at the same time as the Fees. Fees are due and payable without deduction for any tax, tariff, duty, or assessment imposed by any government authority.

Interest

Without limiting Our rights or remedies, You shall pay interest charges on late payments from the time the payment was due at the rate that is the lower of 4% per month above the Bank of England current base rate or the highest rate permissible under applicable law until paid in full.

Late or Non-Payment

Without limiting Our other rights or remedies, We may suspend, deactivate, prevent access to, disable services, delete or terminate Your Root Account or any other account You have with Us, prohibit You from creating any new account with Us, until all sums due under this Agreement are paid in full.

13. The Don'ts – Use Restrictions

Only Use as per this Agreement

You must not, and must ensure that Users do not, use QuivaWorks or Our Content in any manner or for any purpose other than as expressly allowed by this Agreement and the Documentation.

Use which is not allowed

You must not, and must ensure that Users do not (whether directly or indirectly), attempt to or allow or encourage a third party to:

• access or use QuivaWorks or Our Content for service bureau or time-sharing purposes, offering it as a software-as-a service, for training or otherwise exploit QuivaWorks;
• resell, sublicense, rent, distribute, lease or otherwise make QuivaWorks or Our Content available to any third party, other than its Users permitted by this Agreement;
• decipher, disassemble, decompile, or reverse engineer QuivaWorks, Our Content or any portion of them;
• modify, translate, or otherwise create derivative works of any part of QuivaWorks;
• access or use QuivaWorks or Our Content to threaten or breach the security or integrity of any network, computer, communications system, software application or device;
• use any means to avoid any use limitations or other quotas such as access and storage restrictions or avoid incurring fees;
• share login credentials or non-public features or content to any third party;
• access QuivaWorks or Our Content to copy ideas, features, functions or graphics, or to build or assist in building a competitive product or service;
• engage in unauthorised web or data scraping via any means including through any software that simulates human activity, a bot or web crawler.

14. Your Responsibilities

Comply with Laws

You shall comply with all applicable laws and regulations, including Privacy/Security laws.

Acceptable Use

You shall comply and ensure Users comply with this Agreement including the AUP. You are responsible for notifying Your employees and others of the provisions of this Agreement, including the AUP.

Service Content and AI Assistance Content

You agree that You are solely responsible for:

• Content Responsibility: All Service Content, and AI Assistance Content, including its content, quality, accuracy and legality;
• Legal Compliance: Ensuring Service Content, and AI Assistance Content, complies with all laws applicable to the collection and provision of Service Content;
• Backup and Disaster Recovery: You are responsible for implementing and maintaining Your own independent backup, archiving, and disaster recovery procedures for Service Content. We do not retain or maintain any archives, copies, preservations or backups of your Service Content;
• Security Monitoring: Implementing Your own security monitoring, threat detection, malware scanning, and compliance verification procedures for Service Content.

Recovery Key Management

You are solely responsible for managing, storing, protecting, and maintaining all Recovery Keys.

Unauthorised Access

You shall:

• ensure that only authorised Root and Secondary Users access and use QuivaWorks;
• take reasonable steps to prevent unauthorised access or use of QuivaWorks, including by protecting log-in credentials;
• notify Us immediately of any known or suspected unauthorised access or use of Your Account, User credentials, Recovery Keys or QuivaWorks;
• use best efforts to stop any such matters.

AI Agents

You are solely responsible for the access and use of any AI Agents that You create through Your or Users use of QuivaWorks. We have no responsibility or liability for such access and use.

15. Third Party Services

Any Third-Party Services are not within Our control, and You use them at Your own risk. To the fullest extent permitted by law, We are not responsible or liable for the availability, content, functions, output, performance, accuracy, legality, appropriateness, security or any other aspect of any Third-Party Service.

You acknowledge that when You use AI Assistance Features or configure integrations between QuivaWorks and Third-Party Services:

• Service Content and AI Assistance Content may be decrypted after transmission by such Third-Party Services and any AI Providers;
• such Third-Parties may have access to Service Content and AI Assistance Content in unencrypted form;
• We have no control over and no responsibility for AI Providers and Third-Party Services handling, security or use of Service Content or AI Assistance Features Content;
• You are solely responsible for evaluation of the security, privacy practices, and terms of service of all AI Providers and Third-Party Services.

16. Data

General

QuivaWorks permits the submission or uploading of Service Content and the AI Assistance Feature permits submission or upload of AI Assistance Content, by You and Secondary Users in accordance with this Agreement.

No Access to Service Content

We do not have access to Service Content. Service Content is encrypted and may be accessed only by Users and is managed solely by You.

Limited Access to AI Assistance Content

We have access to AI Assistance Content to provide the AI Assistance Features. All AI Assistance Content is stored securely in encrypted form. You control what data You provide as part of the AI Assistance Content.

Customer Managed

You acknowledge and agree that because We cannot access Your Service Content, We cannot:

• monitor, access or decrypt Service Content for any purpose, including security monitoring, threat detection, malware scanning or compliance verification;
• investigate, analyse or provide forensic analysis of data incidents, security breaches or unauthorised access involving Service Content;
• provide technical support, troubleshooting, or customer assistance that requires access to, inspection of, or analysis of Service Content;
• recover, restore, or retrieve Service Content if You lose access to Your Recovery Keys or if Service Content becomes corrupted;
• regenerate Recovery Keys under any circumstances;
• comply with lawful access requests, court orders, or regulatory demands for production of Service Content in unencrypted form.

Excluded Data

"Excluded Data" means any higher risk data which is data that is classified as sensitive, confidential, or high-risk under applicable Privacy/Security Laws, including:

• sensitive, special category or high risk Personal Data under the GDPR or equivalent;
• health information under HIPAA or similar;
• financial data including account numbers, payment card information;
• national or government identification numbers, social security numbers;
• data requiring additional compliance or protection obligations.

Excluded Data Warranty

You warrant that:

• You have not and will not transmit Excluded Data, or permit transmission of Excluded Data, to Us or Our computers or other media;
• Service Content and AI Assistance Content does not and will not include Excluded Data;
• You shall inform Us of any Excluded Data within Service Content or AI Assistance Content immediately after discovery.

Storage Region

You may select the Region in which Services Content will be stored, as offered from time to time by Us. You consent to the storage of Services Content in, and transfer of Services Content into, the Region you select.

Account Data and Usage Analytics

You acknowledge and agree with Our Privacy Policy. You consent to Our use of Account Data, AI Assistance Content and Usage Analytics as set out in the Privacy Policy. The Privacy Policy does not apply to Service Content.

De-Identified Data

"De-Identified Data" refers to Usage Analytics with information that identifies or could reasonably be used to identify an individual person, a household, or You removed. You grant Us to the right to and We may use, reproduce, sell, publicise, or otherwise exploit De-Identified Data in any way, in Our sole discretion.

17. Privacy

General

The provisions below of this clause are subject to applicable law, including Privacy/Security Laws. This clause only relates to Personal Data that We Process.

DPA

Each party shall comply with its obligations under the DPA.

Safeguards

We or Our Affiliates will use appropriate and administrative physical and technical safeguards designed to prevent unauthorised access to, use or disclosure of Service Content and AI Assistance Content containing Personal Data as described in the Security Addendum.

Access to and Limited Use of Personal Data

We and Our Affiliates will not access or use any Service Content and AI Assistance Content except as set out in this Agreement, as necessary to maintain, provide or facilitate QuivaWorks, provide Support Services, to enforce this Agreement, or for a Permitted Disclosure.

Risk of Exposure

You accept and agree that hosting data online involves risks of unauthorised disclosure or exposure and that, in accessing and using QuivaWorks, You assume such risks. We offer no representation, warranty, or guarantee that Service Content and AI Assistance Content or other information will not be exposed or disclosed through errors or the actions of third parties.

18. Security Incidents

Our Responsibilities

We will comply with Our Obligations in the Security Addendum. We are responsible for Security Incidents only where, and to the extent that, such result from Our failure to maintain the security measures set out in the Security Addendum in respect of the QuivaWorks Service Environment that We control.

Your Responsibilities

You are responsible for any Security Incident to the extent it arises out of or is in connection with:

• the Recovery Keys;
• unauthorised User access or compromised User credentials;
• Your security practices and procedures;
• malicious or negligent acts of Your personnel or Users;
• vulnerabilities in Service Content and AI Assistance Content itself;
• Third-party Services and applications that You integrate with QuivaWorks.

Your Security Incident Response Obligations

You are solely responsible for:

• investigating whether Service Content and AI Assistance Content has been compromised in any Security Incident;
• determining what Personal Data or sensitive information may have been affected;
• making all legally required notifications to data subjects, regulators, and other third parties;
• managing all legal, regulatory, and contractual obligations arising from any Security Incident;
• responding to inquiries from data subjects, regulators, law enforcement, and other third parties.

19. Our AI Assistance Features

Ownership

You may provide input to the AI Assistance Features ("AI Input") and receive output from the AI Features based on the AI Input ("AI Output"). AI Input and AI Output are together "AI Customer Content". As between Us and You, and to the extent permitted by law, You retain all ownership rights in the AI Input and own the AI Output.

Training

We will not train AI models using AI Customer Content. We may only use the AI Customer Content as necessary to provide QuivaWorks, Our Content, Support Services, comply with applicable laws, and to enforce our rights under this Agreement.

You don't own similar AI Output

AI Output may not be unique and other Users may receive similar content from QuivaWorks. Responses that are requested by and generated for other Users are not Your AI Input nor Your AI Output.

Disclaimer

Excluded Warranties

To the maximum extent permitted by law, the AI Assistance Features and AI Output are provided AS IS and AS AVAILABLE. We make no warranties (express, implied, statutory or otherwise) with respect to the AI Assistance Features and AI Output.

20. Trial or Beta Use

Trial

A "trial" is intended for short term evaluation of QuivaWorks that is provided for free or discounted. Trial use is limited to internal evaluation purposes. Trial use is provided without support, AS IS and AS AVAILABLE without warranty, or condition of any kind (to the maximum extent permitted by law).

Beta

We may offer access to or use of certain features, technologies, Regions and services that are not generally available. These include any products or services labelled "beta", "preview", "pre-release" or "experimental" ("Beta").

Beta Disclaimer

Without limiting any of the disclaimers of liability in this Agreement, You agree that Beta's are not ready for general commercial release and may contain bugs, errors, defects or harmful components. Accordingly, and despite any other terms contradicting this in this Agreement, We provide the Beta to you "AS IS" and "AS AVAILABLE".

21. Our Intellectual Property

QuivaWorks

As between Us and You, We retain all right, title, and interest in and to all intellectual property rights in QuivaWorks, Our Content and Support Services including without limitation all related and underlying technology and Documentation. This Agreement does not grant You any intellectual property license or rights in or to QuivaWorks Materials except to the limited extent that such rights are necessary for Your use of QuivaWorks as specifically authorised by this Agreement.

Feedback

"Feedback" refers to any suggestion, enhancement requests, recommendations, other feedback or idea for improving or otherwise modifying any of Our or Our Affiliates' products or services or the Website. We have not agreed to and do not agree to treat as confidential any Feedback that You, Your Clients, or other Users give Us. You irrevocably assign to Us all right, title and interest in and to any Feedback.

Marketing

You grant us permission to use and display Your name, logos and trademarks "Customer Marks" in Our promotional and marketing materials and communications including on the Website to identify You as a customer or user of QuivaWorks.

22. Confidential Information

Definition

"Confidential Information" means all information We, Our Licensors, business partners or Our or their respective Associates disclose to You that is not public, designated as confidential or that given the nature of the information or circumstances surrounding its disclosure, reasonably ought to be understood as confidential. It includes:

• the Documentation, terms of this Agreement, Plan and Our Content (to the extent such are not public);
• the nature, content and existence of any discussions or negotiations between You and Us or Our Affiliates;
• non-public information relating to Our or Our Affiliates or business partners' technology, software, customers, business plans;
• third party information that We are obligated to keep confidential;
• trade secrets;
• Our Beta products or services.

Non-Disclosure Obligations

You shall not:

• use Confidential Information for any purpose other than in connection with Your use of QuivaWorks or Support Services as expressly permitted under this Agreement;
• disclose Confidential Information to any third party without Our prior written consent;
• issue any press release or make any other public communication with respect to this Agreement, Our Content or Your use of QuivaWorks;
• otherwise disclose Confidential Information during the Term or at any time after the end of the Term.

Protection

You shall protect Confidential Information to keep it confidential and against disclosure, dissemination or unauthorised use, with no less than reasonable care.

23. Compliance with Documentation and Security

From Us

We will ensure that:

• QuivaWorks will perform in all material respects with the Documentation; and
• We will not materially decrease the overall security of QuivaWorks during the Term.

Disclaimers

Except to the extent in Clause 23.1 above, You accept QuivaWorks and Our Content and Support Services or any other material provided "AS IS," and "AS AVAILABLE" and to the maximum extent permitted by law We and Our Affiliates and their Associates and licensors make no representation or warranty of any kind, express or implied.

We do not represent or warrant that QuivaWorks, Our Content or other material will:

• perform without interruption or error or that it is free of harmful components;
• achieve any intended result;
• be compatible, work with, or continue to work with Your or other components;
• be secure from hacking or other unauthorised intrusion or that Service Content will remain private or secure or not otherwise lost or altered.

24. Customer Representations & Warranties

From You

You represent and warrant that:

• You have accurately identified yourself and have not provided any inaccurate information to Us or through QuivaWorks;
• You or Your licensors own all right, title and interest in and to Service Content and Feedback;
• none of the Service Content or Users' use of Service Content or QuivaWorks will breach the AUP;
• You have carefully evaluated whether QuivaWorks is appropriate and suitable for Your specific use case, industry, regulatory requirements and risk.

25. Indemnification

Indemnity

You shall defend, indemnify (and keep Us indemnified), and hold harmless Us, Our Affiliates and licensors and each of their respective Associates from and against any Losses arising out of or relating to any third party claim, suit, demand, or proceeding arising out of or related to Your alleged or actual use of, misuse of, or failure to use QuivaWorks or Our Content, including claims:

• concerning or by You or Users' (including use by Your employees and personnel) including any activities under Your Account;
• related to Data Incidents including such events caused by You, Your customers or other Users;
• related to misappropriation, infringement or breach of any third-party rights by written material, images, logos or other content uploaded to QuivaWorks through Your Account;
• for breach of this Agreement, Documentation, or applicable law by You, Users;
• related to Service Content or AI Assistance Content;
• related to a dispute between You and any User.

26. Limitation of Liability

Exclusions to Liability Cap

Nothing in this Agreement limits either party's liability where that cannot be limited by applicable law. If applicable law limits the application of the provisions of this clause, Our liability will be limited to the maximum extent permissible.

Cap

Our and our Affiliates and licensors and each of their Associates total cumulative liability for all claims arising out of or related to this Agreement or QuivaWorks will not exceed the total amount paid by You to Us under this Agreement for the services giving rise to the liability during the 12 months immediately prior to the event giving rise to such liability.

Excluded Damages

We will not be liable for:

• lost profits, goodwill, business, anticipated savings, customers, revenues, opportunities;
• loss of use or corruption of software or data;
• any consequential, indirect, special, incidental, exemplary or punitive damages;
• unavailability or failure to provide any services or support

arising out of or related to this Agreement or use of QuivaWorks and Our Content.

Time limit on claims

Unless You notify Us that You intend to make a claim within 2 months of the event giving rise to the claim, then We will have no liability for that event. Your notice must identify the event and grounds for the claim in reasonable detail.

27. Suspension

General

We may suspend Your Account and or Your and any Users' right to access or use any part or all of QuivaWorks, immediately on notice to You if We reasonably determine:

• Fees are overdue or You are in breach of Your payment obligations;
• You are in breach of this Agreement;
• Your use poses a security risk to QuivaWorks, Us, Our Affiliates, or any third party;
• Your use could adversely impact our systems, QuivaWorks, or the systems or Services Content of any other customer;
• Your use could subject Us to liability;
• Your use could be fraudulent;
• You are on a Free Plan.

Effect of Suspension

If Your Account is suspended under this clause, You will be responsible for all Fees you incur during the period of suspension that We invoice to You.

28. Cancellation

Cancellation by Deletion of Account

You can cancel this Agreement at any time by deleting the Root Account. Deletion of an Account will not relieve You of any incurred Fees and payment obligations. Cancellation will simultaneously cancel any Plan and Add-ons.

Cancellation by Us for Cause

We may cancel this Agreement immediately and without prior notice:

• where You are in breach of this Agreement or the Documentation;
• where You terminate or suspend Your business, become bankrupt, insolvent or are wound up or liquidated;
• if We have the right to suspend;
• if the issue giving rise to the suspension has not been remedied within 30 days of Us suspending.

Immediate Cancellation by Us

We may cancel this Agreement immediately without prior notice:

• for any reason where you are on a Free Plan;
• if Our relationship with the Infrastructure Provider, or a third-party partner expires or terminates;
• to comply with the law, regulatory or government authority;
• because of a Force Majeure event;
• continued provision poses a security risk, or risk of harm.

Cancellation by Us with Notice

We may cancel this Agreement upon 14 days notice to You for any reason.

Effects of Cancellation

Data Export and Deletion

Where this Agreement is cancelled, We will delete all Services Content from Our systems as set out in our Data Retention Policy unless required to retain it for legal or regulatory reasons.

29. Sanctions and Export Laws

Compliance

You represent, warrant, and undertake that Your use of QuivaWorks will comply with all applicable export control and sanctions laws and regulations, including the laws and regulations administered by the United Nations, United States Department of Commerce, United States Department of the Treasury Office of Foreign Assets Control (OFAC), the European Union, Her Majesty's Treasury (UK), and any other applicable governmental authority.

Restrictions

You shall not use, access, export, re-export, divert, transfer, or disclose QuivaWorks, Our Content, or any related technology:

• in or to any jurisdiction prohibited under applicable export control or sanctions laws;
• for the benefit of any person or entity identified on any sanctions or restricted parties list;
• for any purpose related to nuclear, chemical, or biological weapons, or missile technology.

30. Miscellaneous

Independent Contractors

The relationship between You and Us is as independent contractors. Neither of us is the agent, partner or has a joint venture or employment relationship with the other. Neither of us has the authority or may make commitments on the other's behalf.

Notices

We may send notices pursuant to this Agreement to the email address provided by You to Us for Your Account, and such notices we deem received 24 hours after they are sent or by posting a notice on our Website which are effective at the time of posting. You are responsible for keeping Your Account email address current and correct. You may send Us notices pursuant to this Agreement to legal@quiva.ai, and such notices we deem received 72 hours after they are sent.

Force Majeure

No delay, failure, or default, other than a failure to pay Fees when due, will constitute a breach of this Agreement and neither You or Us will be liable for any delay, failure or default (other than to pay fees) to the extent caused by acts of war, terrorism, hurricanes, earthquakes, fire, flood, epidemics, other acts of God or of nature, or other causes beyond the performing party's reasonable control.

Assignment & Successors

You may not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations without Our express written consent. Any purported transfer without such consent will be void. We may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations without notice or consent.

No Third-Party Beneficiaries

Except under clause 25 (Indemnification) this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party of this Agreement.

Severability

To the extent permitted by applicable law, in the event that a part of this Agreement is held to be invalid or otherwise unenforceable, such part will be interpreted to fulfil its intended purpose to the maximum extent permitted by applicable law, and the remaining parts of this Agreement will continue in full force and effect.

No Waiver

Neither You nor We are deemed to have waived any rights under this Agreement by lapse of time or by any statement or representation other than by an authorised representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach.

Choice of Law

This Agreement and all claims or disputes arising out of or related to it or its subject matter, including the formation, construction, validity and performance and all non-contractual obligations will be governed solely by the laws of England.

Jurisdiction

The parties irrevocably consent to the exclusive jurisdiction and venue of the courts of England. This clause governs all claims and disputes arising out of or related to this Agreement and its subject matter including without limitation non-contractual and tort claims.

Entire Agreement

This Agreement together with all incorporated documents by reference, sets out the entire agreement between You and Us and supersedes all prior or contemporaneous, negotiations, proposals, representations, understandings and discussions (whether written, oral or otherwise) with respect to its subject matter.

31. Amendments

Notice

We may amend this Agreement (including any policies) on a going-forward basis from time to time in our sole discretion. We will post an amended version at our Website or by otherwise notifying You. Where the amendments are material, We will send You a written notice. Such amendment will be deemed accepted and become effective on the date set out in the amended version which will be at least 30 days after such notice.

Deemed Acceptance

Your continued use of QuivaWorks or Our Content following the amendment date will confirm Your agreement to the amended version. If You do not agree to the amended version, You and all Users must stop using QuivaWorks and Our Content immediately. Your sole and exclusive remedy is to cancel this Agreement and Your Account.

Privacy Policy, Security Addendum and AUP changes

We may revise the Privacy Policy, Security Addendum and AUP at any time by posting a new version at the Website, and such new version will become effective on the date it is posted; provided if such amendment materially reduces Your rights or protections, notice and consent will be subject to the requirements above.