INTRODUCTION
‍These Terms of Use ("Agreement") govern the use of services provided by Send AI B.V. ("Provider"), having its registered office and place of business in (1013 NJ) Amsterdam at the address Barentszplein 6G.

By accessing or using the services provided by Send AI B.V., you ("Customer") agree to be bound by these Terms of Use.

BACKGROUND
‍Provider has developed and owns certain software accessible via the internet as a software-as-a-service offering (the "Service"). By using the Service, Customer acknowledges and agrees that:
A Provider has developed and owns certain software accessible via the internet as a software-as-a-service offering (the "Service")
B Customer wishes to use the Service, and Provider is willing to provide access to the Service to Customer, subject to the terms and conditions of this Agreement
C These terms establish the conditions under which Customer will gain access to and use the Service

1. DEFINITIONS
‍1.1 "Agreement" means these Terms of Service, together with all Order Forms and other attachments, exhibits, and schedules hereto.
‍1.2 "Authorized Users" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Service under the rights granted to Customer pursuant to this Agreement.
‍1.3 "Customer Data" means all information, data, and other content submitted, posted, or otherwise transmitted by or on behalf of Customer or any Authorized User through the Service.
‍1.4 "Documentation" means Provider's user manuals, handbooks, and guides relating to the Service provided by Provider to Customer either electronically or in hard copy form.
‍1.5 "Intellectual Property Rights" means all intellectual property rights, including patents, trademarks, service marks, trade secrets, copyrights, database rights, moral rights, and all other proprietary rights, whether registered or unregistered, and any applications for registration thereof.
‍1.6 "Order Form" means a document executed by both Parties that identifies the specific Service to be provided to Customer, the fees payable by Customer, and any additional terms and conditions specific to Customer's use of the Service.
‍1.7 "Service" means Provider's artificial intelligence software-as-a-service offering and related technologies accessed by Customer pursuant to this Agreement.
‍1.8 "Service Level Agreement" or "SLA" means Provider's service level agreement applicable to the Service as separately agreed to between the Parties.
‍1.9 "Subscription Term" means the period specified in the Order Form during which Customer is authorized to use the Service.

2. SERVICES ACCESS AND USE
‍2.1 Provision of Access. Subject to the terms and conditions of this Agreement, Provider grants Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Term, solely for Customer's internal business purposes.
‍2.2 Service Levels. Provider shall provide the Service in accordance with the service levels set forth in the SLA.
‍2.3 Authorized Users. Customer may permit Authorized Users to use the Service in accordance with this Agreement. Customer shall be responsible for all acts and omissions of its Authorized Users.
‍2.4 Use Restrictions. Customer shall not, and shall ensure that its Authorized Users do not:
(a) make the Service available to anyone other than Authorized Users;
(b) sell, resell, license, sublicense, distribute, rent, or lease the Service;
(c) use the Service to store or transmit infringing, libelous, unlawful, or tortious material;
(d) use the Service to store or transmit malicious code;
(e) interfere with or disrupt the integrity or performance of the Service;
(f) attempt to gain unauthorized access to the Service or its related systems or networks;
(g) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service; or
(h) access the Service in order to build a competitive product or service.
‍2.5 Customer Responsibilities. Customer shall:
(a) be responsible for its compliance with this Agreement;
(b) be responsible for the accuracy, quality, and legality of Customer Data;
(c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify Provider promptly of any such unauthorized access or use; and
(d) use the Service only in accordance with the Documentation and applicable laws and regulations.

3. TERM AND TERMINATION
‍3.1 Term. This Agreement commences when Customer begins using the Service and continues until all Subscription Terms granted in accordance with this Agreement have expired or been terminated.
‍3.2 Subscription Term. The Subscription Term shall be as specified in the applicable Order Form. Unless otherwise specified in the Order Form, Subscription Terms will automatically renew for additional periods equal to the expiring Subscription Term, unless either Party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.
‍3.3 Termination for Cause. Either Party may terminate this Agreement for cause:
(a) upon thirty (30) days' written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or
(b) immediately upon written notice if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
‍3.4 Effects of Termination. Upon termination or expiration of this Agreement:
(a) all rights granted under this Agreement will immediately terminate;
(b) Customer shall cease all use of the Service;
(c) Provider may destroy or otherwise dispose of any Customer Data in its possession unless Provider receives, no later than ten (10) days after the effective date of termination, a written request for the delivery to Customer of the then most recent backup of Customer Data. Provider shall use commercially reasonable efforts to deliver the backup to Customer within thirty (30) days of its receipt of such request, provided that Customer has paid all fees then outstanding.
‍3.5 Survival. The provisions of Sections concerning confidentiality, intellectual property rights, limitation of liability, and all other sections that by their nature should survive, shall survive any termination or expiration of this Agreement.
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4. FEES AND PAYMENT
‍4.1 Fees. Customer shall pay all fees specified in Order Forms. Except as otherwise specified in an Order Form:
(a) fees are based on Services purchased and not actual usage;
(b) payment obligations are non-cancelable, and fees paid are non-refundable; and
(c) quantities purchased cannot be decreased during the relevant Subscription Term.
‍4.2 Invoicing and Payment. Provider will invoice Customer in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due within thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Provider.
‍4.3 Overdue Charges. If any fees are not received from Customer by the due date, then at Provider's discretion:
(a) such fees may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and/or
(b) Provider may condition future subscription renewals and Order Forms on payment terms shorter than those outlined in Section 4.2.
‍4.4 Taxes and VAT. Provider's fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added tax (VAT or "BTW"), sales tax, use tax, or withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. Where required by law, Provider will charge VAT on invoices issued to Customer. If Customer is exempt from paying VAT or is entitled to reverse charge VAT, Customer shall provide Provider with a valid tax exemption certificate or other appropriate documentation. If Provider has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 4.4, Provider will invoice Customer and Customer will pay that amount unless Customer provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority.
‍4.5 Price Adjustments. Provider may adjust the fees for any renewal term by providing written notice to Customer at least sixty (60) days prior to the commencement of such renewal term. Additionally, Provider may increase its fees once per calendar year in accordance with the Dutch Consumer Price Index (CPI) as published by the Dutch Central Bureau of Statistics (CBS) without providing prior notice. Such CPI adjustment shall be effective for the next billing cycle following the publication of the applicable CPI figures. Any price adjustment based on CPI shall be in addition to any other price adjustments agreed upon in the applicable Order Form.

‍5. INTELLECTUAL PROPERTY RIGHTS
‍5.1 Provider IP Rights. Provider retains all right, title, and interest in and to the Service, and all intellectual property rights therein. Nothing in this Agreement transfers any rights to the Service from Provider to Customer except for the limited rights expressly set forth herein.
‍5.2 Customer Data. As between Customer and Provider, Customer owns and retains all right, title, and interest in and to the Customer Data. Customer grants Provider a non-exclusive, worldwide, royalty-free right to use, process, and transmit the Customer Data during the Subscription Term solely for the purpose of providing the Service to Customer.
‍5.3 Suggestions. If Customer provides suggestions, enhancement requests, recommendations, or other feedback relating to the Service to Provider ("Feedback"), Provider may use such Feedback without restriction or obligation.

6. CONFIDENTIALITY
‍6.1 Definition of Confidential Information. "Confidential Information" means all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes Customer Data; Provider's Confidential Information includes the Service; and Confidential Information of each Party includes the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party.
‍6.2 Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to:(a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and(b) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
‍6.3 Exclusions. Confidential Information shall not include any information that:
(a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
(b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
(c) is received from a third party without breach of any obligation owed to the Disclosing Party; or
(d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
‍6.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by law or legal process, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

7. DATA PROTECTION AND SECURITY
‍7.1 Data Processing Agreement. Provider's processing of personal data is governed by the Data Processing Agreement published on Provider's website, which sets forth the terms and conditions for the processing of personal data by Provider on behalf of Customer in connection with the Service.
‍7.2 Security Measures. Provider shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. These safeguards shall include, but are not limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data.
‍7.3 Security Incidents. Provider shall notify Customer without undue delay upon becoming aware of any actual breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data transmitted, stored, or otherwise processed by Provider or its subprocessors ("Security Incident"). Provider shall make reasonable efforts to identify the cause of such Security Incident and take those steps as Provider deems necessary and reasonable in order to remediate the cause of such a Security Incident.

8. WARRANTIES AND DISCLAIMERS
‍8.1 Mutual Warranties. Each Party represents and warrants that:
(a) it has the legal power and authority to enter into this Agreement; and
(b) it will comply with all applicable laws and regulations in its performance under this Agreement.
‍8.2 Provider Warranties. Provider warrants that:(a) the Service will perform materially in accordance with the applicable Documentation; and(b) Provider will not materially decrease the overall functionality of the Service during a Subscription Term.
‍8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY
‍9.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.
‍9.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
‍9.3 Exceptions. The limitations in Sections 9.1 and 9.2 shall not apply to:
(a) a Party's indemnification obligations under Section 10;
(b) a Party's confidentiality obligations under Section 6; or
(c) Customer's payment obligations under Section 4.

10. INDEMNIFICATION
‍10.1 Provider Indemnification. Provider shall defend, indemnify, and hold harmless Customer from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim alleging that the Service infringes or misappropriates such third party's intellectual property rights.
‍10.2 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Provider from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim concerning Customer Data or Customer's use of the Service in violation of this Agreement.
‍10.3 Indemnification Procedure. The indemnified Party shall:(a) promptly notify the indemnifying Party in writing of any claim;(b) give the indemnifying Party sole control of the defense and settlement of the claim; and(c) provide the indemnifying Party, at the indemnifying Party's expense, with all reasonable assistance in connection with the defense and settlement of the claim.

11. FORCE MAJEURE
‍Neither Party shall be liable for any failure or delay in performance under this Agreement to the extent caused by circumstances beyond its reasonable control, including natural disasters, terrorism, riots, war, and epidemics.

12. GOVERNING LAW AND DISPUTE RESOLUTION
‍12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law principles.
‍12.2 Dispute Resolution. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by the competent courts of Amsterdam, the Netherlands.

13. GENERAL PROVISIONS
‍13.1 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
‍13.2 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon:
(a) personal delivery;
(b) the second business day after mailing; or
(c) the second business day after sending by confirmed email. Notices to Provider shall be addressed to the attention of its Legal Department.
‍13.3 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.
‍13.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
‍13.5 Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party's prior written consent (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety, without the other Party's consent, to its successor in interest in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or business.
‍13.6 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and posted to Provider's website or otherwise communicated to Customer.

14. ACCEPTANCE
By using the Services provided by Send AI B.V., Customer accepts and agrees to be bound by these Terms of Use. No signatures are required for this Agreement to be effective.

‍EFFECTIVE DATE: These Terms of Use are effective from the date Customer begins using Provider's Services.

‍Contact Information:
‍Send AI B.V.
Barentszplein 6G
1013 NJ Amsterdam
The Netherlands
Email: support@send.ai

Registered in the Dutch Chamber of Commerce under number 78530989