Terms of Service

These Terms of Service constitute an agreement governing the use of the Services (defined below) provided by Letter AI, Inc. a Delaware corporation (“Letter AI”) to the organization identified in the applicable Order Form or that otherwise accesses the Services (“Customer”). This Agreement is effective as of the date of an applicable signed Order Form or the date upon which Customer first accesses the Services (“Effective Date”). This Agreement also refers to and incorporates any ordering document signed by Customer and Letter AI (each, an “Order Form”) (collectively with these Terms of Service, the “Agreement”).

1. SERVICES AND SUPPORT
   
   1. Services. Customer may obtain from Letter AI the right to access and use the software, platforms and other technology made available by Letter AI for purchase or use by its customers (the “Services”), pursuant to the terms of this Agreement.  
   2. Rights. Subject to the terms of this Agreement, Letter AI grants Customer during the applicable Subscription Term (as defined below) a non-exclusive, non-sublicensable, non-transferable limited right to access and use the Services set forth in the Order Form in accordance with this Agreement and Letter AI’s published product documentation (“Documentation”).  
   3. Support; SLA. While under valid license, Letter AI will provide Customer with (i) technical support for the Services in accordance with the terms set forth in Exhibit A; and (ii) the commitments in the Service Level Agreement in Exhibit B.
   4. Affiliates. Customer’s Affiliates may enter Order Forms with Letter AI under this Agreement, in which case, (i) such Affiliates will be bound by the terms of this Agreement as if they were a signatory hereto, and (ii) references to “Customer” are deemed to be references to such Affiliate. Customer will be responsible and liable for all acts and omissions of its Affiliates that access the Services under this Agreement as if made by Customer itself.  For purposes of this Agreement, “Affiliate” means, with respect to a specified entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such specified entity, where “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting interests in such entity or the ability to otherwise direct the management or policies of such entity.
   5. Third-Party Services. Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, "Third-Party Services") through the Services. For avoidance of doubt, Letter AI does not provide any aspect of the Third-Party Services, and Third-Party Services are not “Services.” Thus, Letter AI is not responsible for any issues, errors or bugs in the Third-Party Services or in the Services to the extent caused by the Third-Party Services or any update or upgrade thereto. If Customer uses Third-Party Services, (a) Letter AI may access and exchange Customer Data between the Third-Party Services and the Services on behalf of Customer to provide the Services to Customer, and (b) Customer acknowledges that the Third-Party Services may be subject to the third-party provider's additional terms. Customer is solely responsible for (i) maintaining the Third-Party Services; (ii) obtaining any associated licenses and consents necessary to use the Third-Party Services in connection with the Services; and (iii) the interoperation and configuration of any Third-Party Services with Customer’s use of the Services.
   6. Evaluation Services; Beta Services. Letter AI may grant Customer access to the Services on a trial, proof-of-concept, or evaluation basis (the “Evaluation Services”) or on an alpha, preview, early access, or beta basis (“Beta Services”). This section applies to such Services. Customer may only use the Evaluation Services for Customer’s internal evaluation purposes for a period of fourteen days, unless otherwise agreed by Letter AI in an Order Form (the “Evaluation Period”). Letter AI may restrict and limit Customer’s access to the Evaluation Services or Beta Services and may terminate access at Letter AI’s discretion, provided that Letter AI will use reasonable efforts to give prior written notice if such termination is without cause. At the end of the Evaluation Period, Customer’s access to the Evaluation Services will be terminated unless: (i) Customer’s Order Form included an auto-renewal clause which converts Customer’s Evaluation Service to a full Service; or (ii) Customer executes a new Order Form.  Notwithstanding any other provision of this Agreement, EVALUATION SERVICES AND BETA SERVICES ARE PROVIDED BY LETTER AI “AS-IS” AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, PERFORMANCE, DATA SECURITY GUARANTEES, OR SUPPORT OR INDEMNITY OBLIGATIONS.
   7. Updates. Letter AI may update the Services periodically, which may include updates, enhancements, or other modifications. Updates and enhancements that Letter AI generally makes available at no additional charge to its customers of the version of the Licensed Platform licensed hereunder who are current in payment of applicable Fees will be included in the Fees.
2. RESTRICTIONS AND RESPONSIBILITIES
   
   1. Restrictions. Customer will not, directly or indirectly, and will not authorize any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services (except to the extent expressly permitted by applicable law notwithstanding this restriction, in which case Customer must notify Letter AI prior to any such activities); (ii) modify, translate, or create derivative works based on the Services or Documentation, or use the Services to develop a similar or competing product or service; (iii) sell, assign, lease sublicense, or otherwise transfer the Services, in whole or in part, to any third party without Letter AI’s prior written consent; (iv) resell, rent, or lease access to the Services, or use the Services to operate a service bureau or otherwise for the benefit of a third party; (v) remove any proprietary notices or labels; (vi) interfere with or disrupt the integrity or performance of the Services, circumvent or otherwise interfere with the Services’ operation, access or use restrictions or conduct any security or vulnerability test (without express written authorization from Letter AI); (vii) violate the Acceptable Use Policy available at https://www.letter.ai/aup; or (viii) use the Services or Customer Data in a manner that infringes, misappropriates, or otherwise violates any third party’s rights or violates laws or regulations.
   2. Customer Accounts. Customer is responsible for maintaining the security of the devices and connections Customer uses to connect to the Services, Customer’s account, passwords and files, and for all uses of Customer’s account or equipment with or without Customer’s knowledge or consent (except that Customer is not responsible for unauthorized use by Letter AI in violation of this Agreement).  Customer will promptly notify Letter AI if Customer knows or reasonably suspects that the Services or any username and/or password has been compromised.
   3. Authorized Users. Customer will not allow any person other than Authorized Users to access or use the Services. As used herein, an “Authorized User” may be either (i) a Customer employee or contractor authorized by Customer to access or use the Services on Customer’s behalf (each a “Customer User”); or (ii) any individual authorized by Customer, including via Customer Users, to access certain features of the Services as set forth in Documentation and/or Customer Data made available therein (each an “End User”). Customer must ensure that use by Authorized Users, including the number of Customer Users, does not exceed any applicable restrictions or limits in the Order Form. Customer acknowledges that Customer Users may use the functionality of the Services to share Customer Data with End Users or grant End Users access to limited areas of the Services as set forth in Documentation. Customer will obtain and maintain from Authorized Users any consents necessary to allow Authorized Users to engage in the activities contemplated by the Agreement and to allow Letter AI to provide the Services. Customer is responsible for acts or omissions by Authorized Users in connection with their use of the Services as if made by Customer itself. Each account for the Services may only be accessed and used by the specific Customer User for whom such account is created. Customer may not make account access credentials available to third parties or share individual login credentials between multiple users on an account.
   4. Suspension. Letter AI may suspend Customer’s access to the Services (i) if required by law to do so, or (ii) if Letter AI believes, acting reasonably and in good faith, that use of the Services by Customer or Authorized Users violates this Agreement or poses a credible security risk or risk of harm to the Services, Letter AI, or a third party. Letter AI will use reasonable efforts to narrowly tailor the suspension and to give Customer notice before suspending Customer’s use of the Services, unless prohibited by law in which case Letter AI will provide Customer with notice as soon as permitted. Customer’s access to the Services will be reinstated promptly once the issue causing the suspension has been resolved.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
   
   1. Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances (hereinafter referred to as “Confidential Information”).  Confidential Information of Letter AI includes non-public information regarding features, functionality and performance of the Service.  Confidential Information of Customer includes Customer Data. The Receiving Party agrees: (i) to take commercially reasonable precautions to protect the Disclosing Party’s Confidential Information, but in no event using less precautions than the Receiving Party uses to protect its own confidential information of a similar nature; (ii) not to use (except in performance of the Services or as otherwise permitted herein) such Confidential Information; or (iii) disclose to any third person any such Confidential Information except as permitted in this Agreement.  The Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement. The Receiving Party will be responsible for any breach of this section by its employees, contractors, and agents. Notwithstanding anything to the contrary, this section shall not apply with respect to any information that (a) is or becomes generally available to the public through no fault of the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of or reference to any Confidential Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent required by law, provided that Receiving Party uses reasonable efforts to notify the Disclosing Party in advance (unless prohibited by law).  
   2. Customer Data. As between Customer and Letter AI, Customer shall retain all right, title and interest in and to the data and information submitted by Customer and its Authorized Users to the Services (“Customer Data”). Customer is responsible for all Customer Data provided to Letter AI and represents and warrants that Customer has all rights, licenses, and permissions required to provide Customer Data and for Letter AI to access and use Customer Data in accordance with this Agreement. Customer hereby grants to Letter AI a limited, non-exclusive, worldwide license to access, disclose, and use Customer Data as necessary to provide the Services to Customer and its Authorized Users.
   3. AI Features. The Services include features powered by artificial intelligence (“AI Features”), including third-party artificial intelligence integrated into the Services. In certain cases, the AI Features may allow Customer to submit Customer Data as input (including as prompts or queries) (“Input”) in order for the AI Features to return outputs to Customer based on the Input (“Output”). As between Letter AI and Customer, the Output that Customer generates using AI Features forms part of Customer Data, and Letter AI hereby assigns to Customer all of its right, title and interest, if any, in and to the Output. Customer acknowledges that, due to the nature of the technologies powering AI features, Output may not be unique and AI Features may generate the same or similar output to Letter AI or a third party. Customer is solely responsible for evaluating the accuracy, completeness, and suitability of any Output from any AI Features for Customer’s use case. Letter AI will not use, or permit its service providers to use, Customer Data to train artificial intelligence models underlying the Services.  
   4. Letter AI Rights. Letter AI shall own and retain all right, title and interest in and to (a) the Services, Documentation, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services, implementation or support, and (c) all intellectual property rights related to any of the foregoing. No rights or licenses are granted except as expressly set forth in this Agreement, and all rights are expressly reserved by Letter AI and its licensors.
   5. Usage Data. Notwithstanding anything to the contrary, Customer understands and agrees that Letter AI shall have the right collect and use Usage Data (defined below) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Letter AI offerings. As used herein, “Usage Data” means analytics, statistics or performance data about the use of the Services. For clarity, Usage Data: (a) will not include any Customer Data and (b) will be anonymized, de-identified, and/or aggregated such that it could no longer directly or indirectly identify Customer, its Authorized Users or any natural person.
   6. Feedback. Customer or its Authorized Users may provide Letter AI with suggestions, comments, feedback or the like regarding Letter AI’s products and services (collectively, “Feedback”).  Customer hereby grants Letter AI a perpetual, irrevocable, transferable (with right to sublicense), worldwide, royalty-free, fully-paid up license to use and exploit all Feedback for any purpose, including, without limitation, the testing, development, maintenance and improvement of the Services. Letter AI understands that all Feedback is provided “AS IS” without any warrantees or guarantees of any kind.
4. PAYMENT OF FEES
   
   1. Fees. Customer will pay Letter AI the fees described in the Order Form for the Services in accordance with the terms therein (collectively, the “Fees”).  If Customer’s use of the Services exceeds the service capacity or restrictions set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein or as specified in the applicable Order Form.  All Fees are nonrefundable and all payment obligations are non-cancelable except as expressly provided in this Agreement. If Customer in good faith believes that Letter AI has billed Customer incorrectly, Customer must contact Letter AI no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to request an adjustment or credit.  Billing inquiries should be directed to billing@letter.ai.
   2. Payment Terms. Customer is responsible for providing complete and accurate billing and contact information to Letter AI and notifying Letter AI of any changes to such information. Letter AI may choose to bill through an invoice, in which case, full payment for invoices issued must be received by Letter AI thirty (30) days after the mailing date of the invoice, unless otherwise agreed in an Order Form.  Unpaid undisputed amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection. Letter AI may suspend Services if overdue Fees not disputed in good faith remain unpaid 10 days after written notice of overdue payment.  
   3. Taxes. Customer is responsible for payment of all sales, use and excise taxes applicable to Fees and other services fees (“Taxes”), including but not limited to, all sales, use or other taxes, which may be levied or assessed in connection with this Agreement, except for taxes based upon Letter AI’s income. Fees are exclusive of Taxes.
5. TERM AND TERMINATION
   
   1. Agreement Term. This Agreement commences on the Effective Date and continues until terminated as permitted herein (the “Term”). If there are no active Order Forms, this Agreement may be terminated by either party upon thirty (30) days’ prior written notice.
   2. Subscription Term; Renewal. The term of Customer’s Services subscription (“Subscription Term”) is indicated in the applicable Order Form. Unless otherwise agreed in the Order Form, after the applicable Subscription Term, Customer’s Order Forms shall automatically renew for successive one-year Subscription Terms unless either party provides written notice of its intention not to renew at least 30 days before the end of the then-current Subscription Term. Upon renewal, all terms and conditions of this Agreement shall remain in effect unless amended in writing by mutual agreement of the parties.
   3. Mutual Termination for Cause. In addition to any other remedies it may have, either party may also terminate this Agreement, in whole or in part, upon written notice if the other party (a) materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within 30 days after such notice; or (b) ceases its business operations or becomes subject to a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, and such petition or proceeding is not dismissed within ninety (90) days.  
   4. Effect of Termination. If this Agreement expires or is terminated for any reason: (a) all rights granted by Letter AI hereunder regarding the Services cease; (b) within 30 days of written request, Letter AI will delete Customer Data from its systems and each Receiving Party will delete any Confidential Information of the other in its possession or control, provided that a Receiving Party may retain Confidential Information following its standard back up or retention policies or as required by applicable law; and (c) if Customer terminates for Letter AI’s uncured material breach, Letter AI will provide Customer a refund of any prepaid, unused fees for the Services. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination. In addition, except for a termination by Customer for cause, if this Agreement terminates any unpaid minimum commitment amounts set forth on the Order Form will become immediately due.
   5. Survival. In addition to any other provision of this Agreement that by its nature or terms should survive, the following provisions will survive any termination or expiration of this Agreement: Section 3.1 (Confidentiality), Section 3.2 (Customer Data, with respect to Customer’s ownership), Section 3.4 (Letter AI Rights), Section 3.6 (Feedback), Section 4 (Payment of Fees), Section 5.4 (Effect of Termination), Section 6.2 (Disclaimer), Section 7 (Limitation of Liability), Section 8 (Indemnification), Section 9 (Miscellaneous).  
6. WARRANTY AND DISCLAIMER
   
   1. Warranty. Letter AI warrants that, during the Subscription Term, the Services will materially comply with the Documentation when used in accordance with this Agreement. Letter AI’s sole obligation and Customer’s sole remedy for a breach of the foregoing warranty shall be for Letter AI, in its sole discretion, to use commercially reasonable efforts (i) to provide Customer with an error-correction or workaround to the reported non-conformity; (ii) to replace the non-conforming portions of the Services with conforming items; or (iii) if Letter AI reasonably determines it cannot provide such remedies in a commercially reasonable manner, to terminate this Agreement and provide Customer a refund of any prepaid, unused fees for the Services.  
   2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND LETTER AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, LETTER AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THAT THE SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER’S EQUIPMENT OR THIRD-PARTY SERVICES.
7. LIMITATION OF LIABILITY
   
   1. Limitation. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, COVER, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, REVENUE, BUSINESS, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.  
   2. Liability Cap. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING UNDER BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO LETTER AI IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.  NOTHING IN THIS AGREEMENT SHALL LIMIT CUSTOMER’S OBLIGATIONS WITH RESPECT TO INDEMNIFICATION IN SECTION 8 OR CUSTOMER’S OBLIGATIONS OF PAYMENT. THE LIMITATIONS IN THIS SECTION 7 WILL APPLY DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
8. INDEMNIFICATION
   
   1. Letter AI Indemnification. Letter AI shall indemnify, defend, and hold Customer harmless from liability to third parties resulting from a third-party claim against Customer alleging infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret.  The foregoing obligations shall not apply to the extent that the claim arises from: (i) combination of the Services with any software, hardware, products, or information not provided by Letter AI; (ii) modifications to the Services by anyone other than Letter AI or its authorized agents; (iii) use of the Services other than in accordance with the Documentation or this Agreement; (iv) compliance with Customer’s designs, specifications, or instructions; or (v) Customer’s continued use of the Services after being notified of the alleged or actual infringement or after being provided with modifications that would have avoided the alleged infringement.  If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Letter AI to be infringing, Letter AI may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services.
   2. Customer Indemnification. Customer agrees to indemnify, defend, and hold Letter AI and its Affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of a third-party claim related to (i) Customer’s violation of this Agreement, (ii) any Customer Data or use thereof (except to the extent a Customer Data claim arises from Letter AI’s use of Customer Data in violation of this Agreement).
   3. Indemnification Procedures. A party seeking indemnity will provide the indemnifying party with prompt written notice upon becoming aware of any claim, reasonable cooperation in the defense of or investigation of the claim and allow the indemnifying party sole control of defense and settlement of the claim including selection of counsel, provided that the party seeking indemnity is entitled to participate in its own defense at its sole expense. The indemnifying party cannot enter any settlement or compromise of any claim without prior written consent of the other party, which will not be unreasonably withheld, except that the indemnifying party may without consent enter any settlement of a claim that resolves the claim without liability to the other party, impairment to any of the other party’s rights, or requiring the other party to make any admission of liability. THE INDEMNITIES ARE CUSTOMER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE SERVICES OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.  
9. MISCELLANEOUS
   
   1. Entire Agreement.  This Agreement (including all Order Forms) and its exhibits and attachments constitute the entire agreement of the parties relating to the subject matter hereof and supersedes all prior or contemporaneous communications, understandings and agreements, oral or written, relating to such subject matter. All modifications to the Agreement must be in a writing signed by both parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
   2. Interpretation. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Headings in this Agreement are for convenience only and should not inform the interpretation of this Agreement.
   3. Assignment. Neither party may assign or otherwise transfer this Agreement or any rights or obligations hereunder without the written consent of the other party, except that either party may, without such consent, assign or transfer this Agreement in its entirety to an Affiliate or a purchaser of all or substantially all of its assets or to a successor organization by merger, consolidation, change of control, conversion or otherwise. This Agreement is binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.  
   4. Relationship. The parties are independent contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship, and neither party has any authority of any kind to bind the other party in any respect whatsoever.
   5. Third Party Rights. There are no intended third-party beneficiaries to this Agreement, and it is the parties’ specific intent that nothing contained in this Agreement will give rise to any right or cause of action, contractual or otherwise, in or on behalf of any third party.  
   6. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. All notices to Letter AI must include a copy to notices@letter.ai.
   7. Injunctive Relief. Each party acknowledges that a breach by a party of its obligations with respect to the Confidential Information or intellectual property rights of the other party might constitute irreparable harm to such other party for which monetary damages would be an inadequate remedy.
   8. Governing Law. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. All claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts located in New Castle County, Delaware.
   9. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.‍
   10. Publicity. Except to the extent prohibited on the applicable Order Form, Customer hereby grants Letter AI the right to use Customer’s name, logo, trademarks and/or trade names in Letter AI press releases, product brochures, marketing materials and websites, social media, and financial reports indicating that Customer is a customer of Letter AI. All other public statements or releases shall require the mutual consent of the parties.
   11. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations hereunder (other than any obligation to make a payment) resulting from any cause beyond such party’s reasonable control, including pandemic, weather, fire, floods, labor disputes, riots or civil disturbances, acts of government, and acts of war or terrorism, provided that, in every case, the delay or failure to perform is beyond the control and without the fault or negligence of the party claiming excusable delay and that such party cures the breach as soon as possible after the occurrence of the unforeseen event.
   12. Export Laws. Customer is solely responsible for ensuring that its use of the Services complies with applicable laws, including sanctions and export control laws. Customer Data may not include material or information that requires a government license for release or export. Customer may not use the Services in or for the benefit of, or export or re-export the Services to, any U.S. embargoed countries or to anyone on a restricted party list maintained by any governmental authority. Customer represents and warrants that Customer and Authorized Users are not located in any U.S. embargoed countries, are not identified on any restricted party list, and that Customer will comply with applicable export control laws, including any “know your customer” requirements or obligations applicable to Customer’s Authorized Users or data subjects.
   13. Government Customers. As defined in FAR section 2.101, the Services and Documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.  
   14. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in this Agreement, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Exhibit A

Support Terms

Letter AI will provide technical support for the Services to Customer via email to support@letter.ai on weekdays during the hours of 9:00 am through 5:00 pm Central time, with the exclusion of Federal Holidays (“Support Hours”).

Customer may initiate a helpdesk ticket during Support Hours by sending a message to support@letter.ai.

Letter AI will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.

Exhibit B

Service Level Agreement

1. Uptime Service Level Agreement. Letter AI shall use commercially reasonable efforts to ensure that the Services are available to Customer 99.9% of the time in any calendar month. If the Monthly Uptime Percentage falls below 99.9% in any calendar month, and Customer is in compliance with its obligations in the Agreement and this Service Level Agreement, Customer is eligible for the Service Credits described below.

2. Customer Must Request Service Credits. To be eligible for Service Credits, Customer must request Service Credits in writing within 30 days of the time Customer becomes eligible to receive a Service Credit. Failure to do so will forfeit Customer’s right to receive a Service Credit.

3. Service Credits; Remedies. Any Service Credits will be added to the end of the applicable Subscription Term, at no charge to Letter AI. The aggregate maximum number of Service Credits Customer can claim for Downtime periods that occur in a single calendar month shall not exceed the equivalent of fifteen days of Service Credits. The Service Credits set forth in this Service Level Agreement are Customer’s sole remedy, and Letter AI’s sole obligation, with respect to Downtime.

4. Exclusions. This Service Level Agreement does not apply to any performance issues or Downtime: (a) caused by factors outside of Letter AI’s reasonable control (including, without limitation, telecommunications provider-related problems or issues, internet access or related problems occurring beyond the point in the network where Letter AI maintains access and control over the Services); (b) that resulted from Customer’s actions or inactions, or the actions or inactions of a third party; (c) that resulted from software, equipment, or technology of Customer or a third-party; (d) resulting from periods of Downtime that are less than five minutes of continuous unavailability in duration; or (e) for Evaluation Services or Beta Services.

5. Definitions. The following definitions apply to this Service Level Agreement. Defined terms used here, but not defined here, are defined in the Agreement.

“Downtime” means the number of minutes in a calendar month during which Customer is unable to access the material functionality of the Services due to errors in the Services. Downtime does not include Emergency Downtime or Scheduled Downtime.

“Emergency Downtime” means those times where Letter AI makes the Services temporarily unavailable to maintain the integrity or operation of the Services or address an urgent situation, such as a security vulnerability. Emergency Downtime is not considered Downtime for purposes of this Service Level Agreement.

“Monthly Uptime Percentage” means the total number of minutes in the calendar month minus the number of minutes of Downtime suffered in the calendar month, divided by the total number of minutes in the calendar month.

“Service Credit” means the number of service days that Letter AI will credit to Customer’s account in the event of service level failures.

“Scheduled Downtime” means those times where Letter AI notifies Customer of Downtime at least 48 hours prior to the commencement of such Downtime. Scheduled Downtime is not considered Downtime for purposes of this Service Level Agreement.