1. Defined Terms

“Affiliate”

means an entity that is directly or indirectly controlling, controlled by, or under common control with a party. For purposes of this definition, “control” refers to the power to direct the management or affairs of an entity and “ownership” refers to the beneficial ownership of 50% or more of the voting interests of the entity.

“AI Features”

means any functionality within the Subscription Services that uses artificial intelligence or machine learning, such as contract extraction, review, invoice processing, chat, and other generative AI features.

“Company Materials”

means any technology, equipment, information, and materials provided or developed by Company (independently or with Customer’s or a third-party’s cooperation) on its own initiative and during performance under the Agreement, including without limitation, in the delivery of any Services to Customer, any derivative works thereof, and any Documentation. Company Materials do not include Customer’s Confidential Information.

“Confidential Information”

means the terms of this Agreement and any information that is marked or otherwise designated in writing as confidential at the time of disclosure, or absent a marking that a reasonable person would expect to be confidential under the circumstances, and which is disclosed by a party or its representatives to the other party or its representatives, whether such information was or is shared by the parties in the course of negotiating this Agreement before the Effective Date or thereafter. The Subscription Services, Documentation, Company Materials, and pricing set forth in an Order are Company’s Confidential Information. Customer Data is Customer’s Confidential Information.

“Customer Data”

means any data, content or materials that Customer and its Users upload into, enter into, or submit to the Subscription Services, including from Third-Party Applications. Customer Data does not include any component of the Services or Company Materials.

“Discloser”

means the party disclosing its Confidential Information to the other party.

“Documentation”

means the then-current online reference materials that Company makes generally available to its customers that accompany the Subscription Services.

“Input”

means data provided by or on behalf of Customer in connection with the Subscription Services, excluding Output.

“Intellectual Property Rights”

means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Laws”

means all laws, regulations, rules, court orders or other binding requirements of a government authority that apply to a party, in each case in jurisdictions where Company conducts business and that are applicable to Company’s provision of its Services to its customer base without regard for Customer’s specific use of the Services.

“Order”

means each submission on the Company’s website under which Customer orders the Services listed on the submission form. Each Order becomes a part of this Agreement.

“Output”

means results, content, or material generated by the AI Features.

“Personal Data”

means Customer Data relating to an identified or identifiable natural person under applicable Laws.

“Product Specific Terms”

means the terms for particular Subscription Services located at https://www.onit.com/product-terms/.

“Recipient”

means the party receiving Confidential Information from the other party.

“Sensitive Data”

means regulated categories of data such as protected health information, payment card data, or government-classified information, unless expressly agreed in writing.

“Services”

collectively means the Subscription Services.

“Sub-processors”

means the subcontractors and sub-processors located at www.onit.com/sub-processors/, as may be updated from time to time (the “URL”), that Company engages to provide Services on Company’s behalf.

“Subscription Services”

means the subscription-based services identified on an Order. The Subscription Services include the Company’s web-based software applications, Documentation, AI Services, but not Third Party Applications.

“Third-Party Application”

means any product, software, integration, API, add-on or platform not provided by Company that Customer uses with the Subscription Services.

“Usage Data”

means Company’s technical logs, data and learnings about Customer’s use of the Subscription Services, including but not limited to, the number of reports run, the frequency of User logins, location of User logins, types of searches run, and features used.

“User”

means any individual natural person that Customer designates or grants access to the Subscription Services through a unique user ID issued by Customer. Users may include Customer and its Affiliates’ and their employees, or independent contractors, provided that each set of credentials may be used only by a single, individual User.

“Virus”

means a routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap or back door or software routine, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications to the Subscription Services.

2. Services

This Agreement sets forth the terms and conditions on which Company will provide its Services to Customer. The details of Customer’s Free Trial are as set forth in an Order and, as applicable, subject to the Product Specific Terms.

Company will make the Subscription Services and applicable Documentation available to Customer for its internal business purposes (“Permitted Use”).

3. Reserved.

4. Provision and Use of Subscription Services

Customer may designate Users as set forth in this Agreement. Customer is responsible for all use and misuse of the Subscription Services that occurs under Users’ login credentials and for any breach of this Agreement by any Users. Customer will promptly notify Company of any unauthorized access or use of which Customer becomes aware.

Customer and its Users may only access and use the Subscription Services, Company Materials, and Documentation, for the Permitted Use. This includes the right to make copies of the provided Documentation for the Permitted Use but not the right to distribute Documentation or any copies of them.

Customer will not (and will use diligent efforts to ensure that its Users do not):

1. “frame,” distribute, resell, sublicense, rent, or permit access to the Subscription Services (in whole or part) by any third party other than for its intended purposes or use the Subscription Services to provide hosted or managed service to others;
2. permit multiple Users to access the Subscription Services using a single email address and password;
3. use the Subscription Services other than in compliance with applicable Laws;
4. interfere with the Subscription Services or disrupt any other user’s access to the Subscription Services;
5. reverse engineer, decompile, attempt to gain unauthorized access to the Subscription Services, or attempt to discover the underlying source code or structure of the Subscription Services, except to the extent that these restrictions are prohibited by Laws and then only upon advance notice to Company;
6. knowingly submit to the Subscription Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or unlawful;
7. submit to the Subscription Services any Virus;
8. use any robot, spider, data scraping or extraction tool or similar mechanism with respect to the Subscription Services;
9. conduct security or vulnerability tests of the Subscription Services; or
10. use the Subscription Services to develop a competitive product. Breach of this Section, based upon Company’s reasonable belief, may result in suspension or termination of Customer’s access to the Subscription Services.

Customer agrees that Company may use Sub-processors, including to host and access Customer Data, in order to assist Company in providing the Services. Sub-processors are subject to confidentiality obligations substantially as protective of the Customer Data as set forth in this Agreement. Customer agrees to subscribe to the email update service set forth on the URL and maintain an up-to-date email address to receive updates (each a “Sub-Processor Update”).

Company may collect and use Usage Data to operate, improve, secure, and support the Subscription Services and for other lawful business purposes. Usage Data will be handled in accordance with industry-standard security practices. Company will not disclose Usage Data externally unless it has been de-identified so that it does not identify Customer or its Users. For clarity, Customer Data excludes Usage Data.

Company may audit Customer’s use of Subscription Services, and on 15 days’ advance written notice, Company may request reasonable assistance from Customer. Customer will cooperate with the audit, including by providing access to any books, computers, records, or other information that relate or may relate to use of Subscription Services. Such audit will not unreasonably interfere with Customer’s business activities. If Company discovers unauthorized use, reproduction, distribution, or other exploitation of Subscription Services more than by 5% of the fees that would have applied to authorized exploitation, Customer will reimburse Company for the reasonable cost of the audit, or of the next audit in case of discovery without an audit, in addition to such other rights and remedies as Company may have. Company may not conduct an audit more than once per year. Customer’s books and records disclosed pursuant to an audit will be considered Customer’s Confidential Information pursuant to Section 8 below unless Customer informs Company to the contrary in writing.

If Customer gives Company feedback regarding improvement or operation of the Services (“Feedback”), Company may use the Feedback without restriction or obligation. All Feedback is provided “AS IS” and Company will not publicly identify Customer as the source of the Feedback without Customer’s permission. Unless mutually agreed in writing, Company has not agreed to and does not agree to treat as confidential any Feedback Customer provides to Company and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Company’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 Confidential Information or Intellectual Property Rights.

Company will maintain commercially reasonable administrative, technical and procedural safeguards designed to safeguard the Customer Data from unauthorized access, disclosure or loss.

ONIT IS NOT A LAW FIRM AND DOES NOT OFFER LEGAL ADVICE. Company, including its employees and agents and the Services offered by Company, does not offer any legal advice, recommendations, opinions, representation, referrals, or counseling. Company does not bear any liability in respect of quality or compliance of Customer Data uploaded, automated or generated by Customer.

5. Customer Data

Customer retains all right, title and interest in the Customer Data. Customer is responsible for the content and accuracy of Customer Data. Customer represents and warrants that it has all rights, permissions and consents necessary:

1. to collect, store and process all Customer Data, including all Personal Data, in the Subscription Services,
2. to grant Company the limited license to use Customer Data as set forth in this Agreement, and
3. for any transfer or disclosure of Customer Data among Users or as otherwise authorized by Customer.

If an individual whose Personal Data is hosted by Company in connection with the Subscription Services requests access to their Personal Data, Customer is responsible for providing reasonable access to, modification of, or deletion of their Personal Data and in addition, handling any claims, disputes or proceedings.

Customer authorizes Company’s use of Customer Data to provide and maintain the Subscription Services, including without limitation by making Customer Data available for viewing, download and modification by Users. Provided that it has been aggregated with other data and anonymized such that neither Customer nor any individual can be identified as the source of the data to external third parties, Company may use Customer Data for product improvement, analysis, benchmarking, and similar purposes.

6. Term and Termination

This Agreement begins on the Effective Date and will remain in effect until terminated as set forth herein (the “Term”). Either party may terminate immediately this Agreement in its entirety at any time and for any reason. If Customer converts the Free Trial to a paid subscription or signs an Order, this Agreement shall terminate and the Terms of Service [LINK] will automatically apply.

Upon expiration or termination of an individual Order or this Agreement for any reason:

1. all rights and obligations of the parties under this Agreement will cease except as set forth in Section 6.4 (Survival); and
2. will have no further right to use the Subscription Services under the terminated or expired Order.

Company has no obligation to keep or return Customer Data upon expiration or termination.

The following Sections survive any such termination or expiration: 1 (Defined Terms), 4.4 (Sub-processors), 4.5 (Usage Data), 4.7 (Feedback), 4.8 (Security), 4.9 (No Legal Advice), 5 (Customer Data), 6.2 (Effect of Termination), 6.3 (Data Deletion), 7 (Intellectual Property), 8 (Confidentiality), 9.1 (General), 9.3 (Disclaimer), 10 (Liability Limitation; Damages Exclusion), 11 (Indemnification), and 13 (General).

7. Intellectual Property

As between the parties, Company retains all right, title and interest in and to:

1. the Subscription Services (including but not limited to the underlying software, source code, design modules, organization, format, algorithm, and other technology used to provide it and derivatives thereto) and all Intellectual Property Rights therein; and
2. all electronic and print Documentation and other content and data (excluding Customer Data) made available through the Subscription Services.

Except for Customer’s rights to access and use the Subscription Services set forth in this Agreement, nothing in this Agreement licenses or conveys any of Company’s Intellectual Property Rights to anyone, including Customer.

8. Confidentiality

Recipient will:

1. use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement;
2. not disclose Confidential Information to third parties without Discloser’s prior approval, except as permitted in this Agreement; and
3. protect Confidential Information using at least the same precautions it uses for its own similar information and no less than a reasonable standard of care.

Recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, Sub-processors for Company), provided it remains responsible for their compliance to confidentiality obligations no less protective than as set forth in this Agreement.

These confidentiality obligations do not apply to information that Recipient can document:

1. is or becomes public knowledge through no fault of Recipient;
2. it has rightfully known or possessed, without confidentiality restrictions, prior to receipt from Discloser;
3. it rightfully received from a third party without confidentiality restrictions; or
4. it independently developed without using or referencing Discloser’s Confidential Information.

Breach of this Section 8 may cause substantial harm for which monetary damages are an insufficient remedy. Upon breach of this Section, Discloser is entitled to seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction in addition to other remedies.

Recipient may disclose Confidential Information to the extent required by Laws. If permitted by Law, Recipient will give Discloser reasonable advance notice of the required disclosure and reasonably cooperate, at Discloser’s expense, to obtain confidential treatment for the Confidential Information. Notwithstanding such required disclosure, the disclosed Confidential Information shall continue to be treated as Confidential Information between the parties.

9. Representations and Warranties; Disclaimer

Each party represents and warrants that:

1. it has the necessary authority to enter into this Agreement;
2. it will comply with all Laws including all applicable anti-corruption laws including, but not limited to, the Foreign Corrupt Practices Act of 1977 of the U.S., as amended and the UK Bribery Act 2010; and
3. it will use appropriate industry standard measures to avoid introducing Viruses into the Subscription Services.

The Subscription Services are provided “as is.” Company makes no warranties of any kind, express or implied, with respect to the Subscription Services during the Free Trial, and no service level agreements, support, or maintenance obligations apply.

Customer acknowledges that, as an internet-delivered software application, the Subscription Services may experience periods of downtime, including but not limited to Scheduled Maintenance. Except for the limited warranties set forth in this Section 9, Company makes no representations or warranties with respect to the Subscription Services, Documentation, Company APIs, or any data made available through the Services, whether express or implied. Company specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy. Company does not warrant that the Subscription Services will be error-free or operate without interruptions or downtime.

10. Damages Exclusion; Liability Limitation

Neither party will be liable for any incidental, consequential, special, indirect, or punitive damages in connection with any claim of any nature arising under this Agreement, even if such party has been given advance notice of such possible damages.

Each party’s maximum aggregate liability for all claims of any nature arising out of this Agreement, regardless of the number of incidents or causes giving rise to any such liability, will not exceed the fees paid by Customer to Company under the applicable Order during the 12 months preceding the event giving rise to the claim.

Each provision of the Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of the Agreement between the Parties. This allocation is reflected in the pricing offered by Company to Customer and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of the Agreement, and each of these provisions will apply even if the warranties in the Agreement have failed of their essential purpose.

11. Indemnification

Customer will defend, indemnify and hold harmless Company and its corporate affiliates, directors, officers, employees, successors, assigns and agents from and against any third party claim, demand, action, or subpoena and all resulting damages, settlement amounts, penalties, costs and expenses, that arises out of or relates to:

1. use the Subscription Services or Documentation in a way that:
   1. violates or infringes upon the rights of a third party, including those pertaining to contract, intellectual property, privacy, or publicity; or
   2. effects or facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene;
2. use the Subscription Services to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or circumvent or disclose the user authentication or security of the Subscription Services or any host, network, or account related thereto or use any aspect of the Subscription Services components other than those specifically identified in an Order, even if technically possible; or
3. use, or allow the use of, the Subscription Services in violation of Section 13.9 (Export).

This Section constitutes the entire liability of Customer, and Company’s sole and exclusive remedy, for any third party claims relating to Customer Data.

The indemnifying party’s obligations under this Section are contingent on the indemnified parties:

1. promptly providing written notice of the claim to the indemnifying party;
2. giving the indemnifying party sole control of the defense and settlement of the claim; and
3. providing the indemnifying party, at the indemnifying party’s expense, all reasonable assistance in connection with such claim. In no event will an indemnified party be liable for any settlement that admits any fault of or imposes any monetary liability on an indemnified party without its prior written consent.

The indemnified party may participate in a claim with its own counsel at its own expense.

12. Artificial Intelligence Terms

Company may use Customer Data and Usage Data in de-identified and aggregated form to operate, maintain, improve and enhance AI Services, including safety, quality, and performance. Company will not disclose Customer’s identity or Confidential Information to other customers through such use. In connection with the AI Features, Company will not permit third-party model providers to use Input to train their models for the benefit of others, except in de-identified or aggregated form necessary to operate the Subscription Services.

To the extent legally permissible, Company makes no claim of ownership to the Output and will not contest claims of ownership by Customer. Company retains all Intellectual Property Rights in and to the AI Features, models, algorithms, documentation, improvements, and derivative works. Company has no obligation to retain or recreate Output unless the Subscription Services expressly provide retention, and it is enabled.

Output is machine-generated and may be incomplete, inaccurate, biased, or unsuited to Customer’s purpose. Customer is solely responsible for review and reliance, including obtaining legal or other professional advice as appropriate. Company is not liable for decisions or actions taken by Customer based on Output, Customer’s prompts or configuration, costs from Customer’s excessive use contrary to Section 12.6, or prohibited inputs under Section 12.7. Given the predictive and fast evolving nature of AI Features,

1. Company cannot guarantee that Outputs will be 100% accurate and/or free from hallucinations or will accurately or completely reflect facts; and
2. Outputs may not be unique, and others may receive similar Outputs from the AI Features.

Company may improve, replace, or deprecate models or prompts without material reduction of core functionality.

The AI Features and any Output are provided “as is” and “as available.” To the maximum extent permitted by law, Company disclaims all warranties, express or implied, including accuracy, merchantability, fitness for a particular purpose, non-infringement, and error-free or uninterrupted operation with respect to the AI Features and Output.

To the extent specific thresholds are not stated in an Order, Customer’s use must remain within fair and reasonable limits as determined by Company. Company will use commercially reasonable factors to determine excessive use, including but not limited to prevailing norms and operational impact, volumes, or patterns materially higher than prevailing norms across Company’s client base, or activity causing disproportionate system load or costs. Company reserves the right to throttle or temporarily suspend AI Features until usage is aligned or Customer upgrades to an appropriate tier. If abuse threatens platform stability or security, Company may take immediate protective action and will notify Customer promptly. Company may charge overage fees at then-current rates for sustained overuse after notice where an upgrade is declined.

Customer will use AI Features only for legitimate internal business purposes within the scope of the Subscription Services. Customer will not:

1. use AI Features to train, fine-tune, or develop other artificial intelligence systems;
2. use AI Features for spamming, illegal activity, or to degrade service performance for others;
3. use AI Features outside the scope of the purchased Subscription Services;
4. cause the AI Features to be considered high-risk as defined under applicable Law, including without limitation any use that involves the making (or is a substantial factor in making), a decision that has a material legal or similarly significant effect any individual, or the provision or denial to any individual of, or the cost or terms of, health care or other services;
5. use AI Features in any manner inconsistent with the terms agreed in an Order; or
6. benchmark for publication input Sensitive Data unless expressly, reverse-engineer models, or circumvent usage controls.

No service level agreements or uptime commitments apply to AI Features, including add-ins or Company’s third-party integrations.

Company may use third-party model providers or infrastructure. Company is not responsible for external outages or changes beyond its control but will use commercially reasonable efforts to maintain continuity or substitute comparable services.

13. General

All notices under this Agreement must be in writing and sent via confirmed electronic mail. Notices will be deemed given 1 business day after being sent with confirmed receipt. Notices must be addressed: if to Company, to Attn: Legal, at [email protected]; and, if to Customer, to the contact email address set forth on the signature page (or if no email address is provided, to the physical address set forth on the signature page in which case notices will be deemed given 5 business days after being sent). Company may also send operational notices through the Subscription Services. Onit’s global headquarters are located at 100 Galleria Parkway, Suite 1030, Atlanta, Georgia 30339, USA.

Either party may assign its rights and obligations under this Agreement to:

1. an Affiliate;
2. in the event of a change in control; or
3. to a purchaser of its business entity or substantially all of its assets or business to which rights and obligations pertain without the other party’s consent, provided that:
   1. the assignee is solvent or otherwise able to pay its debts as they become due;
   2. the assignee is not a competitor of the non-assigning party; and
   3. the assignee agrees in writing to be bound by the terms and conditions of this Agreement.

The assigning party must provide timely written notice of such assignment to the non-assigning party. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

Neither party will use the other party’s name, logo or trademarks in any public communication without the other party’s prior written consent.

Except for the payment of monies due hereunder, neither party is liable to the other for any conditions outside of its control including, but not limited to, failure of a portion of the power grid, failure of the Internet, acts of nature, strikes and other labor disputes, natural disasters such as floods, earthquakes, typhoons and epidemics, wars, government acts, terrorist acts, riots, revolutions, sabotage, or other events of a magnitude or type for which precautions are not generally taken in the industry.

This Agreement is governed by the internal laws of the State of Delaware, without regard to its conflicts of law rules.

For any dispute arising out of or relating to this Agreement, the parties will first attempt to resolve the dispute through good faith negotiations between the senior leadership of each party having authority to settle the dispute. Either party may issue written notice to the other party of an “invitation to negotiate.” If the dispute is not resolved directly by the parties within 30 days of an invitation to negotiate being issued (unless otherwise extended by mutual written agreement of the parties), then each party is entitled to seek to obtain all remedies available at Law.

Each party is an independent contractor to (and may not act on behalf of or bind) the other.

There are no third party beneficiaries to this Agreement. For clarification, even though an employee of an Affiliate may be a User under this Agreement, an Affiliate may not bring a claim against Company arising from, based on, or under this Agreement unless such Affiliate has entered into its own Order directly with Company.

Customer will not submit to the Subscription Services any data controlled under the US. International Traffic in Arms Regulations. Each party:

1. will comply with all export and import Laws in performing this Agreement; and
2. 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 subject to a U.S. government embargo or designated by the U.S. government as a “terrorist supporting” country.

The waiver of any breach of any provision of this Agreement will be effective only if in writing, and no such waiver will operate or be construed as a waiver of any subsequent breach. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary, so the rest of the Agreement remains in effect.

This Agreement may be executed in counterparts. This Agreement may be executed and delivered via electronic transmission, including utilizing electronic signatures, which will have the same force and effect as if it were executed and delivered by the parties simultaneously in the presence of one another.

1. This Agreement, together with the applicable Order, represents the entire agreement between Company and Customer with respect to Customer’s use of the Services. As between Company and Customer, this Agreement expressly supersedes:
   1. any terms or conditions stated in a Customer purchase order or similar document, whether submitted or executed before or after the Effective Date; and
   2. any other contemporaneous or prior agreements or commitments regarding the Services or the other subject matter of this Agreement.
2. If there is a conflict between the terms of this Agreement, any Order, or any amendment to the foregoing, the order of precedence is:
   1. any amendment;
   2. the Agreement; and
   3. an Order unless the terms set forth in an Order specifically states that it overrides the specific terms of the Agreement.
3. Company may update this Agreement from time to time by posting amended terms that become applicable to the parties as of the effective date noted at the top of this Agreement.