Terms of Service

These Terms of Service (the "Agreement") are entered into by and between Tabbird Labs ("Tabbird"), a Delaware corporation, and the customer identified in the applicable Order Form ("Customer"). Tabbird and Customer are each referred to herein as a "Party" and collectively as the "Parties."

This Agreement governs Customer's access to and use of (a) Tabbird's software-as-a-service platform and any related applications, tools, or modules (collectively, the "Platform"), including any artificial intelligence–enabled features or functionalities provided therein, and (b) the related professional or support services provided by Tabbird (together with the Platform, the "Services"). Each Order Form executed by the Parties is subject to and incorporated into this Agreement.

In the event of any conflict or inconsistency between this Agreement and an applicable Order Form, the terms of the Order Form shall prevail, but solely with respect to the specific subject matter of such conflict.

This Agreement (and any referenced policies and Documentation) may be updated from time to time to reflect changes in the Services, applicable law, or business practices. Updates will be posted on the Platform or Tabbird's website and take effect upon posting. Continued access or use of the Services after any update constitutes acceptance of the revised terms. Material updates will be communicated in advance where practicable and will apply on a going-forward basis (typically beginning with the next renewal or new Order Form) unless required earlier by law or mutual agreement.

PROVISION OF SERVICES

Access

Subject to the terms and conditions of this Agreement, Tabbird will provide the Services set forth in an Order Form. Access to the Platform will be provided primarily as software-as-a-service. Tabbird will provide to Customer the necessary passwords, access codes or protocols, API keys (the "Credentials"), and technical specifications, connectivity standards, protocols, Platform specifications, user documentation which may be updated from time to time (the "Documentation"), as may be necessary to allow Customer to access and use the Platform in connection with the Services.

Authorized Users and Credentials

The Customer will use commercially reasonable efforts to safeguard the Credentials, ensure that Credentials are not shared and prevent unauthorized access to, or use of the Platform. The Customer will promptly notify Tabbird of any suspected or actual unauthorized use or access it may become aware of. Customer is responsible for managing its employees, contractors or agents that receive Credentials from Tabbird to access the Platform (the "Authorized Users"), ensuring that only Authorized Users are issued Credentials, that they are properly trained to use the Services in accordance with this Agreement, and that access is revoked immediately when no longer required. Tabbird may control access to the Platform to address security risks, abuse, or material breach of this Agreement.

Customer Obligations

Customer acknowledges that successful Platform implementation is contingent upon Customer's active participation, including compliance with any applicable implementation plan set forth or referenced in an Order Form.

Acceptable Use

Customer will not, and will not permit Authorized Users or any other third parties to:

• allow any third party to access the Platform except as expressly allowed in an Order Form;
• sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise make available the Platform for the benefit of any unauthorized third party;
• reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code, process or data logic (or the underlying ideas, algorithms, structure or organization) of the Platform;
• interfere in any manner with the operation or integrity of the Platform or any related system;
• modify, copy or make derivative works based on any part of the Platform or Documentation;
• access or use the Platform or Tabbird Materials to build, improve or enhance a similar or competitive product or service;
• attempt to access the Platform through any unapproved interface or in excess of guidelines, usage or rate limits set forth in this Agreement or Documentation;
• attempt to by-pass any limitations or cost structures in the Order Form, including via credential sharing, merging sites or documents, excessive seat swapping or other methods;
• otherwise use the Platform in any manner inconsistent with applicable law or the present Agreement;
• use the Platform to generate, distribute, or assist in the distribution of malware, harmful, deceptive, or otherwise unlawful content;
• use or allow any third party to use any Tabbird Materials (as defined below) to train artificial intelligence models;
• use the Platform Outputs without appropriate human oversight or independent managerial or professional judgment.

CUSTOMER DATA

Customer Responsibility

Customer is solely responsible for the accuracy, quality and legality of any data, content, or information provided or submitted by or on behalf of Customer or its Authorized Users for use in connection with the Services (the "Customer Data"). Customer will be solely responsible for obtaining all necessary rights, consents and permissions needed for Tabbird to process or otherwise use the Customer Data to provide the Services and comply with applicable laws. Customer is also responsible for managing account security, implementing appropriate administrative and technical safeguards to protect the Customer Data it provides, and complying with all applicable data protection and privacy laws in its use of the Services.

Third-Party Systems

Customer acknowledges that, to the extent that it chooses to integrate the Services with any third-party applications, systems, or datasets, the security of such systems is the responsibility of Customer or of relevant third-party vendor. Tabbird will not be responsible for any errors, loss, or corruption of any Customer Data resulting from such integrations or configurations.

Tabbird Responsibility

To the extent Customer's use of the Services and provision of the Customer Data respect the terms and conditions herein, Tabbird shall comply with all applicable laws in connection with the provision of the Services, including those related to data protection and privacy and will maintain reasonable physical, administrative and technical security measures designed to protect the availability, integrity and confidentiality of the Customer Data, in accordance with recognized industry practices and as further detailed in its express warranties to Customer in Section 7.

PAYMENTS

Fees

In consideration for the access rights granted to Customer and the Services performed by Tabbird under this Agreement, Tabbird will be paid the fees as set forth in an Order Form ("Fees"). Except as otherwise provided in an Order Form, payment obligations are non-cancelable, all amounts paid are nonrefundable.

Invoice Disputes

If Customer in good faith disputes any portion of an invoice, Customer must notify Tabbird within thirty (30) days of the invoice date and include a brief explanation of the disputed charges. All undisputed amounts remain payable when due. The Parties will work together in good faith to resolve the dispute promptly. Tabbird will not suspend the Services unless the dispute lasts longer than 120 days, or charge interest on the disputed portion while the dispute is being resolved, provided Customer continues to pay all undisputed amounts. Any adjustment or refund agreed upon will be applied to the next invoice or refunded promptly after resolution.

Payments

Except as otherwise provided in an Order Form, all Fees are billed at the beginning of the Term, and due and payable within thirty (30) days of the date of the invoice. Tabbird reserves the right (in addition to any other rights or remedies Tabbird may have) to discontinue the Platform and suspend all Customer's access to the Services if any undisputed Fees are more than thirty (30) days overdue until such amounts are paid in full. Any amounts not paid when due will bear interest at the rate of one- and one-half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid. Customer may not set off, withhold, or deduct any amounts owed to Customer against amounts due to Tabbird under this Agreement.

Taxes

The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Tabbird's income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Platform to Customer. Customer will make all payments of Fees to Tabbird free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Tabbird will be Customer's sole responsibility, and Customer will provide Tabbird with official receipts issued by the appropriate taxing authority, or such other evidence as Tabbird may reasonably request, to establish that such taxes have been paid.

INTELLECTUAL PROPERTY AND ARTIFICIAL INTELLIGENCE FEATURES

Customer Ownership

As between the Parties, Customer retains all right, title, and interest in and to the Customer Data, including any content submitted to the Platform as input for processing and to any reports or outputs that the Platform permits Customer to export (the "Platform Outputs"), subject to applicable laws. Tabbird receives no rights to those latter assets except as expressly granted herein or in the Order Form.

Tabbird Ownership

Tabbird owns (i) the Platform and the software, algorithms, ontologies, datasets, data classifications, models and parameters it encompasses; (ii) the Documentation; (iii) the telemetry, activity, interactions and performance data regarding use of the Services by Customer, including events, Credentials and logs (the "Usage Data"), provided that such Usage Data does not include Customer Data (collectively, the "Tabbird Materials"). Customer receives no rights to the Tabbird Materials except as expressly granted herein or in the Order Form.

License to Customer Data and Platform Outputs

Customer grants Tabbird a non-exclusive, worldwide, royalty-free right to host, copy, process and transmit Customer Data and Platform Outputs, solely to provide, maintain, secure, support, and bill for the Services and to comply with applicable laws, until and as needed to provide the Services, subject to lawful retention.

No training on Customer Data and Outputs

To the extent artificial intelligence features are used in the Services, Tabbird will not use Customer Data or Platform Outputs to train, retrain, or fine-tune any AI models (a "Customer Trained Model") for other purposes than to deliver the Services to Customer, unless expressly permitted in an Order Form or Data Processing Addendum.

Safety and Compliance

Tabbird may scan or analyze Customer Data, and Platform Outputs to detect abuse, malware, security threats, data exfiltration risks, policy violations or performance issues, and to protect the security, integrity and availability of the Services.

Feedback

If Customer provides suggestions, ideas or feedback (for example, feature requests or improvements) regarding the Services, Customer grants Tabbird a perpetual, irrevocable, royalty-free, worldwide license to use such suggestions, ideas or feedback without restriction or attribution for any purpose.

Manufacturing-Specific Risk Allocation

Because the Services may provide integrity intelligence and quality analytics to assist engineering, maintenance and/or manufacturing decisions, Customer remains solely responsible for validating the Platform Outputs and system recommendations before creating any maintenance, support or verification plans. Customer must implement appropriate quality controls, human review and regulatory compliance requirements into its operations. The Services are not a substitute for certified professional engineering, production safety verification, regulatory approvals or fail-safe systems.

CONFIDENTIALITY

Confidential Information

"Confidential Information" means any nonpublic information disclosed by a party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure or that the receiving party (the "Receiving Party") knows or should have known is the confidential or proprietary information of the Disclosing Party. For the avoidance of doubt, Customer Data will be considered Confidential Information of Customer.

Protection of Confidential Information

The Receiving Party agrees to hold the Disclosing Party's Confidential Information in confidence and will use the Confidential Information solely to exercise its rights and perform its obligations under this Agreement. The Receiving Party will not disclose the Disclosing Party's Confidential Information to any third party other than its contractors and affiliates and the employees of each that have a need to have access to such Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to those employees who have a reasonable need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.

Exceptions

The confidentiality obligations set forth in Section 5.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) was independently developed by employees and contractors of the Receiving Party, as can be demonstrated by concurrent documentation. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

TERM AND TERMINATION

Term

Unless earlier terminated in accordance with this Section 6, this Agreement will commence on the Effective Date of the first Order Form and remain in effect until the expiration or termination of all Order Forms (the "Term"). Each Order Form will specify its own term and renewal provisions.

Termination for Cause

Either Party may terminate this Agreement (including all Order Forms) for cause if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. Tabbird may immediately suspend or terminate Customer's access to the Services if Customer's use of the Services poses a security risk, could adversely impact the Services or other customers, or could subject Tabbird to liability.

Effect of Termination

Upon termination or expiration of this Agreement: (a) all rights and access granted to Customer will immediately cease; (b) Customer will promptly pay all outstanding Fees; (c) each Party will return or destroy all Confidential Information of the other Party in its possession or control (unless legally required to retain); and (d) Customer will have thirty (30) days to export its Customer Data from the Platform, after which Tabbird may delete such data in accordance with its standard data retention policies. Sections 2.3, 3, 4, 5, 6.3, 7.2, 7.3, 8, 9, and 10 will survive any termination or expiration of this Agreement.

WARRANTIES AND DISCLAIMERS

Tabbird Warranties

Tabbird warrants that: (a) it has the right to enter into this Agreement and grant the rights granted herein; (b) the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards; and (c) the Platform will substantially conform to the Documentation. Customer's exclusive remedy for breach of these warranties will be for Tabbird to re-perform the applicable Services or, if Tabbird cannot substantially correct a breach in a commercially reasonable manner, Customer may terminate the applicable Order Form and receive a pro-rata refund of any prepaid Fees for the terminated portion.

Customer Warranties

Customer warrants that: (a) it has the right to enter into this Agreement and grant the rights granted herein; (b) it owns or has secured all necessary rights, consents and permissions in the Customer Data; and (c) its use of the Services will comply with all applicable laws and this Agreement.

Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND PLATFORM ARE PROVIDED "AS IS" AND TABBIRD MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TABBIRD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CUSTOMER ACKNOWLEDGES THAT AI-ENABLED FEATURES MAY PRODUCE OUTPUTS THAT ARE UNPREDICTABLE, INACCURATE, INCOMPLETE, OR INAPPROPRIATE, AND THAT SUCH OUTPUTS REQUIRE HUMAN REVIEW AND SHOULD NOT BE RELIED UPON WITHOUT APPROPRIATE PROFESSIONAL OVERSIGHT.

LIMITATION OF LIABILITY

Limitation on Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE) ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF SECTION 5 (CONFIDENTIALITY), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO TABBIRD UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Essential Basis

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 8 REPRESENT AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH HEREIN.

INDEMNIFICATION

Tabbird Indemnification

Tabbird will defend Customer against any third-party claim that the Platform, when used as authorized under this Agreement, infringes or misappropriates such third party's intellectual property rights, and will indemnify and hold harmless Customer from and against any damages and costs finally awarded against Customer (including reasonable attorneys' fees) or agreed in settlement by Tabbird resulting from such claim. If the Platform becomes, or in Tabbird's opinion is likely to become, the subject of an infringement claim, Tabbird may, at its option and expense: (a) procure for Customer the right to continue using the Platform; (b) replace or modify the Platform to make it non-infringing while providing substantially equivalent functionality; or (c) terminate the applicable Order Form and refund any prepaid Fees for the terminated portion.

Customer Indemnification

Customer will defend Tabbird against any third-party claim arising from: (a) Customer Data or Customer's use of the Services in violation of this Agreement; or (b) Customer's breach of its warranties in Section 7.2, and will indemnify and hold harmless Tabbird from and against any damages and costs finally awarded against Tabbird (including reasonable attorneys' fees) or agreed in settlement by Customer resulting from such claim.

Indemnification Procedure

Each party's indemnification obligations are conditioned on the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) granting the indemnifying party sole control of the defense and settlement of the claim; and (c) providing reasonable cooperation in the defense at the indemnifying party's expense. The indemnified party may participate in the defense with its own counsel at its own expense.

MISCELLANEOUS

Governing Law and Venue

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Delaware, and the parties irrevocably consent to personal jurisdiction and venue therein.

Entire Agreement

This Agreement, together with any Order Forms and referenced policies, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral.

Amendment

Tabbird may update this Agreement from time to time as described in the introduction. No other amendment will be effective unless in writing and signed by authorized representatives of both parties.

Waiver

No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy will operate as a waiver thereof.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be reformed to the extent necessary to make it valid and enforceable while preserving its intent.

Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets upon written notice to the other party. Any attempted assignment in violation of this section will be void.

Notices

All notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by confirmed email, or three (3) days after being sent by certified mail to the addresses specified in the applicable Order Form or such other address as a party may specify in writing.

Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

Independent Contractors

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

Export Compliance

The Services and related technology may be subject to export laws and regulations. Customer will comply with all applicable export and import laws and regulations in its use of the Services.

Publicity

Neither party will use the other party's name, logos, or trademarks in any publicity, advertising, or marketing materials without the other party's prior written consent, except that Tabbird may identify Customer as a customer of Tabbird in customer lists and marketing materials.

Contact Information

If you have any questions about these Terms of Service, please contact us at support@tabbird.ai.