Terms of Service

1. DEFINITIONS

The following capitalized terms will have the following meanings whenever used in this Agreement.

1. "AUP" means Provider's acceptable use policy as described in Section 5.1 of this Agreement.
2. "Customer Data" means all information processed or stored through the SaaS by Customer or on Customer's behalf, including without limitation all prompts, queries, conversations, uploaded files, and any outputs generated through Customer's use of the SaaS.
3. "Documentation" means Provider's standard materials related to use of the SaaS, including help articles, FAQs, and technical documentation available at Provider's website.
4. "Order" means an order for access to the SaaS, executed through Provider's online subscription process at superwisdom.ai or as otherwise agreed in writing by the parties.
5. "Privacy/Security Law" means laws (a) related to personal data that (b) govern Provider's handling of Customer Data (if any).
6. "SaaS" means Provider's Superwisdom confidential AI platform, providing enterprise-grade access to large language models (LLMs) deployed in Customer's own isolated Amazon Web Services (AWS) account, including Superwisdom Chat, Claude Desktop access through Amazon Bedrock, document storage, and all related services.
7. "SLA" means Provider's standard service level agreement, as communicated to Customer at the time of subscription or as otherwise posted at Provider's website.
8. "Term" is defined in Section 11.1 below.
9. "User" means any individual who uses the SaaS on Customer's behalf or through Customer's account or passwords, whether authorized or not.

2. THE SAAS

1. Use of the SaaS. During the Term, Customer may access and use the SaaS for its internal business purposes pursuant to the terms of any outstanding Order, including such features and functions as the Order requires.
2. Service Levels. Provider shall provide the remedies listed in the SLA for any failure of the SaaS listed in the SLA. Such remedies are Customer's sole remedy for any failure of the SaaS, and Customer recognizes and agrees that if the SLA does not list a remedy for a given failure, it has no remedy. Credits issued pursuant to the SLA apply to outstanding or future invoices only and are forfeit upon termination of this Agreement. Provider is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation after termination of this Agreement.
3. Documentation. Customer may reproduce and use the Documentation solely as necessary to support Users' use of the SaaS.
4. SaaS Revisions. Provider may revise SaaS features and functions or the SLA at any time, including without limitation by removing such features and functions or reducing service levels. If any such revision to the SaaS materially reduces features or functionality provided pursuant to an outstanding Order, Customer may within 30 days of notice of the revision terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding.

3. PAYMENT

1. Fees. (a) Individual Accounts: Customer shall pay a one-time signup fee of $1,000 (the "Individual Signup Fee") when it creates its account. (b) Enterprise Accounts: Customer shall pay the setup fee set forth in the applicable Order (the "Enterprise Setup Fee"). (c) Usage Costs: Each month, Provider will bill Customer for the Amazon Bedrock and other cloud usage charges incurred through Customer's account during the prior month, at Provider's cost and without markup ("Usage Costs"). Customer may view its running Usage Costs on the spending meter in the SaaS. (d) Payment: Provider may charge the payment method on file for all fees and Usage Costs when due. Invoiced amounts are due within 30 days of issuance. For late payment, Customer shall pay interest charges from the time the payment was due at the rate that is the lower of 1.5% per month or the highest rate permissible under applicable law. (e) Refunds: The Individual Signup Fee is refundable if Customer notifies Provider in writing within 60 days of payment. The Enterprise Setup Fee is never refundable. Usage Costs are not refundable once incurred.
2. Taxes. Amounts due under this Agreement are payable to Provider without deduction for any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value-added tax, whether or not withheld at the source (collectively, "Sales Tax"). Except as forbidden by applicable law, Provider may require that Customer submit applicable Sales Taxes to Provider. However, the preceding sentence does not apply to the extent that Customer is tax exempt, provided it gives Provider a valid tax exemption certificate within 30 days of the Effective Date. Provider's failure to include any applicable tax in an invoice will not waive or dismiss its rights or obligations pursuant to this Section 3.2. If applicable law requires withholding or deduction of Sales Taxes or any other tax or duty, Customer shall separately pay Provider the withheld or deducted amount, over and above fees due. For the avoidance of doubt, this Section 3.2 does not govern taxes based on Provider's net income.

4. CUSTOMER DATA & PRIVACY

1. Management of Customer Data in General. The provisions below of this Section 4.1 are subject to applicable law, including Privacy/Security Laws.
   1. Limited Use. Provider intends not to: (i) access, process, or otherwise use Customer Data other than as necessary to facilitate the SaaS; or (ii) give Customer Data access to any third party, except Provider's subcontractors that have a need for such access to facilitate the SaaS and are subject to a reasonable written agreement governing the use and security of Customer Data. Further, Provider intends to exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data. Provider's architecture is designed with the intention that Customer Data remains within Customer's isolated AWS cloud environment and is not accessible to Provider's personnel, AI model providers, or any third party.
   2. No De-Identified Data Use. Notwithstanding common industry practice, Provider does not intend to use, reproduce, sell, publicize, or otherwise exploit Customer Data in any form, including de-identified or aggregated forms. Provider's architecture is designed so that Provider does not access Customer Data for any purpose, including analytics or product improvement.
   3. No AI Model Training. Customer Data is not intended to be used to train, fine-tune, or improve any artificial intelligence or machine learning model. Provider accesses large language models through Amazon Bedrock in Customer's own AWS account. For standard Claude models on Amazon Bedrock, AWS handles Customer Data, and Anthropic does not receive Customer's prompts or outputs.
   4. Privacy Policy. Customer acknowledges Provider's privacy policy at superwisdom.ai/privacy, and Customer recognizes and agrees that nothing in this Agreement restricts Provider's right to alter such privacy policy.
   5. Required Disclosure. Notwithstanding the provisions of this Article 4, Provider may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Provider intends to give Customer prompt notice of any such legal or governmental demand and intends to reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer's expense. Because Customer Data is designed to remain within Customer's own AWS account, Provider may be unable to comply with such demands.
   6. Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the SaaS, Customer assumes such risks. Provider offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.
   7. Additional Fees. Customer recognizes and agrees that Provider may charge additional fees (without limitation) (a) for activities (if any) required by Privacy/Security Laws and (b) for activities Customer requests to help it comply with Privacy/Security Laws.
2. Data Accuracy. Provider will have no responsibility or liability for the accuracy of data uploaded to the SaaS by Customer, including without limitation Customer Data and any other data uploaded by Users. Provider further disclaims responsibility for the accuracy, completeness, or reliability of any output generated by the AI models accessed through the SaaS.
3. Erasure. Provider may permanently erase Customer Data if Customer's account is delinquent, suspended, or terminated for 30 days or more, without limiting Provider's other rights or remedies.
4. Excluded Data. Customer warrants that (a) it has not and will not transmit Excluded Data (as defined below), or permit transmission of Excluded Data, to Provider or its computers or other media and, (b) to the best of its knowledge, Customer Data does not and will not include Excluded Data. Customer shall inform Provider of any Excluded Data within Customer Data promptly after discovery (without limiting Provider's rights or remedies). Customer recognizes and agrees that: (i) the provisions of this Agreement related to Customer Data do not apply to Excluded Data; (ii) Provider has no liability for any failure to provide protections in the Excluded Data Laws (as defined below) or otherwise to protect Excluded Data; and (iii) Provider's systems are not intended for management or protection of Excluded Data and may not provide adequate or legally required security for Excluded Data. Provider is not responsible or liable for any data exposure or disclosure or related loss to the extent that it involves Excluded Data. ("Excluded Data" means payment card numbers subject to PCI-DSS and data subject to ITAR or EAR export control regulations. "Excluded Data Laws" means any law or regulation governing Excluded Data, including without limitation any law or regulation protecting privacy or security rights of Excluded Data subjects.)

5. CUSTOMER'S RESPONSIBILITIES & RESTRICTIONS

1. Acceptable Use. Customer shall not: (a) use the SaaS for service bureau or time-sharing purposes or in any other way allow third parties to exploit the SaaS; (b) provide SaaS passwords or other log-in information to any third party; (c) share non-public SaaS features or content with any third party; (d) access the SaaS in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the SaaS, or to copy any ideas, features, functions or graphics of the SaaS; (e) engage in web scraping or data scraping on or related to the SaaS, including without limitation collection of information through any software that simulates human activity or any bot or web crawler; (f) use the SaaS to generate content that is harmful, illegal, deceptive, or that infringes on the rights of others; (g) attempt to circumvent, disable, or interfere with the security features of the SaaS; or (h) attempt to extract, reverse-engineer, or derive source code from the AI models accessed through the SaaS. In the event that it suspects any breach of the requirements of this Section 5.1, including without limitation by Users, Provider may suspend Customer's access to the SaaS without advanced notice, in addition to such other remedies as Provider may have. Neither this Agreement nor the AUP requires that Provider take any action against Customer or any User or other third party for violating the AUP, this Section 5.1, or this Agreement, but Provider is free to take any such action it sees fit.
2. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the SaaS, including without limitation by protecting its passwords and other log-in information. Customer shall notify Provider immediately of any known or suspected unauthorized use of the SaaS or breach of its security and shall use best efforts to stop said breach.
3. Compliance with Laws. In its use of the SaaS, Customer shall comply with all applicable laws, including without limitation Privacy/Security Laws.
4. Users & SaaS Access. Customer is responsible and liable for: (a) Users' use of the SaaS, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Customer; and (b) any use of the SaaS through Customer's account, whether authorized or unauthorized.
5. Minimum Age. The SaaS is intended for business use by individuals who are at least 18 years of age. The SaaS is not directed to, and Provider does not knowingly collect information from, children under the age of 13. Customer shall not permit any individual under the age of 18 to access or use the SaaS through Customer's account.
6. Reporting Objectionable Content or Abusive Users. Customer and its Users may report any content, output, or User conduct believed to be objectionable, abusive, infringing, or in violation of the AUP by emailing team@superwisdom.ai. Provider will review each report within 24 hours of receipt and, where appropriate, take action including removing offending content, suspending the responsible User's access, and terminating the account of any User found to have engaged in abusive conduct or repeated violations of the AUP. Customer acknowledges that Provider has zero tolerance for content that is illegal, harmful, harassing, hateful, sexually explicit involving minors, or that infringes the rights of others.
7. Safety Guardrails. Customer shall not, and shall not permit any User to, use the SaaS: (a) to seek or generate content related to self-harm, suicide, eating disorders, or other mental health crises, except for legitimate professional, research, or clinical purposes; (b) to plan, promote, or facilitate violence, weapons, or harm to any person; or (c) to bypass, disable, or defeat any safety guardrail of the SaaS or of any underlying AI model, including through jailbreaks, prompt injection, or role-play designed for that purpose. The SaaS is not a substitute for professional mental health, medical, or emergency services. Anyone in crisis should contact local emergency services or, in the United States, call or text 988. Provider may suspend or terminate any account that violates this Section without refund.

6. IP & FEEDBACK

1. IP Rights to the SaaS. Provider retains all right, title, and interest in and to the SaaS, including without limitation all software used to provide the SaaS and all graphics, user interfaces, logos, and trademarks reproduced through the SaaS. This Agreement does not grant Customer any intellectual property license or rights in or to the SaaS or any of its components, except to the limited extent that such rights are necessary for Customer's use of the SaaS as specifically authorized by this Agreement. Customer recognizes that the SaaS and its components are protected by copyright and other laws.
2. Customer's Content. Customer retains all right, title, and interest in and to Customer Data, including any content, documents, or materials uploaded to the SaaS. Provider does not claim any ownership of Customer's inputs or outputs generated through the SaaS.
3. Feedback. Provider has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Customer or Users give Provider, and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict Provider's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer. Feedback will not be considered Customer's trade secret. ("Feedback" refers to any suggestion or idea for improving or otherwise modifying any of Provider's products or services.)

7. CONFIDENTIAL INFORMATION

"Confidential Information" refers to the following items Provider discloses to Customer: (a) any document Provider marks "Confidential"; (b) any information Provider orally designates as "Confidential" at the time of disclosure, provided Provider confirms such designation in writing within 5 business days; (c) the Documentation, Provider's security architecture, and Provider's proprietary infrastructure configurations, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information Customer should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer's possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer's improper action or inaction; or (iv) is approved for release in writing by Provider. Customer is on notice that the Confidential Information may include Provider's valuable trade secrets.

1. Nondisclosure. Customer shall not use Confidential Information for any purpose other than Customer's use of the SaaS as authorized by this Agreement (the "Purpose"). Customer: (a) shall not disclose Confidential Information to any employee or contractor of Customer unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Customer with terms no less restrictive than those of this Article 7; and (b) shall not disclose Confidential Information to any other third party without Provider's prior written consent. Without limiting the generality of the foregoing, Customer shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Customer shall promptly notify Provider of any misuse or misappropriation of Confidential Information that comes to Customer's attention. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Customer shall give Provider prompt notice of any such legal or governmental demand and reasonably cooperate with Provider in any effort to seek a protective order or otherwise to contest such required disclosure, at Provider's expense.
2. Termination & Return. With respect to each item of Confidential Information, the obligations of Section 7.1 above (Nondisclosure) will terminate 3 years after the date of disclosure; provided that such obligations related to Confidential Information constituting Provider's trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, Customer shall return all copies of Confidential Information to Provider or certify, in writing, the destruction thereof.
3. Injunction. Customer agrees that: (a) no adequate remedy exists at law if it breaches any of its obligations in this Article 7; (b) it would be difficult to determine the damages resulting from its breach of this Article 7, and such breach would cause irreparable harm to Provider; and (c) a grant of injunctive relief provides the best remedy for any such breach, without any requirement that Provider prove actual damage or post a bond or other security. Customer waives any opposition to such injunctive relief or any right to such proof, bond, or other security. (This Section 7.3 does not limit either party's right to injunctive relief for breaches not listed.)
4. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Provider will retain all right, title, and interest in and to all Confidential Information.
5. Exception & Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), Customer is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement:
   1. Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
   2. Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

8. REPRESENTATIONS & WARRANTIES

1. From Provider. Provider represents and warrants that it believes it is the owner of the SaaS and of each and every component thereof, or the recipient of a valid license thereto, and that it intends to maintain the full power and authority to grant the rights to use the SaaS set forth in this Agreement without the further consent of any third party. Provider's representations and warranties in the preceding sentence do not apply to use of the SaaS in combination with hardware or software not provided by Provider. In case of breach of the warranty above in this Section 8.1, Provider, at its own expense, shall promptly: (a) secure for Customer the right to continue using the SaaS; (b) replace or modify the SaaS to make it noninfringing; or if such remedies are not commercially practical in Provider's reasonable opinion, (c) refund the fees paid for the SaaS for every month remaining in the then-current Term following the date after which Customer access to the SaaS ceases as a result of such breach of warranty. If Provider exercises its rights pursuant to Subsection 8.1(c) above, Customer shall promptly cease all use of the SaaS and all reproduction and use of the Documentation and erase all copies in its possession or control. This Section 8.1, in conjunction with Customer's right to terminate this Agreement where applicable, states Customer's sole remedy and Provider's entire liability for breach of the warranty above in this Section 8.1.
2. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the SaaS; and (c) if Customer is an individual, Customer is at least 18 years of age and has the legal capacity to enter into this Agreement; and if Customer is an entity, it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
3. Warranty Disclaimers. Except to the extent set forth in the SLA and in Section 8.1 above, CUSTOMER ACCEPTS THE SAAS "AS IS," WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SAAS WILL PERFORM WITHOUT INTERRUPTION OR ERROR; (c) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SAAS IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE; AND (d) PROVIDER DOES NOT REPRESENT OR WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT GENERATED BY THE AI MODELS ACCESSED THROUGH THE SAAS. Customer further acknowledges that artificial intelligence technology and cybersecurity threats are rapidly evolving, and it is not possible to anticipate or know all technological advancements and capabilities of potential malicious actors. Provider cannot guarantee immunity from future attack vectors.

9. INDEMNIFICATION

Customer shall defend, indemnify, and hold harmless Provider and the Provider Associates (as defined below) against any "Indemnified Claim," meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the SaaS, including without limitation: (a) claims by Users or by Customer's employees, as well as by Customer's own customers; (b) claims related to Data Incidents (as defined below); (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the SaaS through Customer's account, including without limitation by Customer Data; and (d) claims that use of the SaaS through Customer's account, including by Users, harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. INDEMNIFIED CLAIMS INCLUDE, WITHOUT LIMITATION, CLAIMS ARISING OUT OF OR RELATED TO PROVIDER'S NEGLIGENCE.

Customer's obligations set forth in this Article 9 include, without limitation: (i) settlement at Customer's expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and (ii) reimbursement of reasonable attorneys' fees incurred before Customer's assumption of the defense (but not attorneys' fees incurred thereafter). If Customer fails to assume the defense on time to avoid prejudicing the defense, Provider may defend the Indemnified Claim, without loss of rights pursuant to this Article 9. Provider will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it or a Provider Associate admit wrongdoing or liability or subjects either of them to any ongoing affirmative obligation.

("Provider Associates" are Provider's officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns. A "Data Incident" is any (1) unauthorized disclosure of, access to, or use of Customer Data, including without limitation Excluded Data, or (2) violation of Privacy/Security Law through Customer's account. Data Incidents include, without limitation, such events caused by Customer, by Provider, by Customer's customers or other users, by hackers, and by any other third party.)

10. LIMITATION OF LIABILITY

1. Dollar Cap. PROVIDER'S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO PROVIDER DURING THE 12 MONTHS PRECEDING THE CLAIM.
2. Excluded Damages. Except with regard to breaches of Article 7 (Confidential Information), IN NO EVENT WILL PROVIDER BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 10 APPLY TO THE BENEFIT OF PROVIDER'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Customer acknowledges and agrees that Provider has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Article 10 and that such terms form an essential basis of the bargain between the parties. If applicable law limits the application of the provisions of this Article 10, Provider's liability will be limited to the maximum extent permissible. For the avoidance of doubt, Provider's liability limits and other rights set forth in this Article 10 apply likewise to Provider's affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

11. TERM & TERMINATION

1. Term. The term of this Agreement (the "Term") will commence on the Effective Date and continue for the period set forth in the Order or, if none, for one (1) year. Thereafter, the Term will renew for successive one-year periods, unless either party refuses such renewal by written notice 30 or more days before the renewal date.
2. Termination for Cause. Either party may terminate this Agreement for the other's material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure.
3. Effects of Termination. Upon termination of this Agreement, Customer shall cease all use of the SaaS and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Articles and Sections 6 (IP & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

12. MISCELLANEOUS

1. Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other's behalf.
2. Notices. Provider may send notices pursuant to this Agreement to Customer's email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to team@superwisdom.ai, and such notices will be deemed received 72 hours after they are sent.
3. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party's reasonable control.
4. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Provider's express written consent. Except to the extent forbidden in this Section 12.4, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns.
5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
6. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
7. Choice of Law & Jurisdiction. This Agreement and all claims arising out of or related to this Agreement will be governed solely by the internal laws of the State of Delaware, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties' rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Wilmington, Delaware. This Section 12.7 governs all claims arising out of or related to this Agreement, including without limitation tort claims.
8. Conflicts. In the event of any conflict between this Agreement and any Provider policy posted online, including without limitation the AUP or Privacy Policy, the terms of this Agreement will govern.
9. Technology Export. Customer shall not: (a) permit any third party to access or use the SaaS in violation of any U.S. law or regulation; or (b) export any software provided by Provider or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the SaaS in, or export such software to, a country subject to a United States embargo.
10. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
11. Amendment. Provider may amend this Agreement from time to time by posting an amended version at its website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the "Proposed Amendment Date") unless Customer first gives Provider written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer's next Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Article 11, Term & Termination). Customer's continued use of the SaaS following the effective date of an amendment will confirm Customer's consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Provider may revise the Privacy Policy and Acceptable Use Policy 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 Customer's rights or protections, notice and consent will be subject to the requirements above in this Section 12.11.

13. APPLE APP STORE ADDITIONAL TERMS

The following additional terms apply if Customer or any User accesses the SaaS through an application obtained from the Apple App Store (the "App"). These terms supplement, and in the event of conflict supersede, the other provisions of this Agreement solely with respect to such access.

1. Agreement Between Customer and Provider. This Agreement is concluded solely between Customer and Provider, and not with Apple Inc. ("Apple"). Provider, not Apple, is solely responsible for the App and the SaaS and the content thereof.
2. Scope of License. The license granted to Customer for the App is limited to a non-transferable license to use the App on any Apple-branded device that Customer or its Users own or control, and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.
3. Maintenance and Support. Provider is solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App.
4. Warranty. Provider is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price (if any) for the App; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Provider's sole responsibility.
5. Product Claims. Provider, not Apple, is responsible for addressing any claims of Customer or any third party relating to the App or Customer's possession and/or use of the App, including but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
6. Intellectual Property Rights. In the event of any third-party claim that the App or Customer's possession and use of the App infringes that third party's intellectual property rights, Provider, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
7. Legal Compliance. Customer represents and warrants that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties.
8. Third-Party Beneficiary. Customer acknowledges and agrees that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement, and that, upon Customer's acceptance of the terms of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as a third-party beneficiary thereof.
9. Contact. For questions, complaints, or claims with respect to the App, Customer may contact Provider at team@superwisdom.ai.