Terms of Service

Kaarvi Terms and Conditions of Service TERMS OF SERVICE Version: 1.0 Effective Date: July 5, 2026 These Terms of Service (the "Terms") form a binding agreement between Kaarvi, Inc. ("Kaarvi," "we," "us," or "our"), a company registered under the laws of the State of Delaware, and the business entity, organization, or other legal person that purchases, accesses, or uses the Services ("Customer"). These Terms govern Customer’s access to and use of Kaarvi’s platform, software, APIs, documentation, and related services. Customer accepts these Terms by: clicking to accept or agree to these Terms; or executing or accepting an order form, subscription form, statement of work, or other ordering document that references these Terms (each, an “Order Form”). If the individual accepting these Terms does so on behalf of a company, organization, or other legal entity, that individual represents and warrants that they have authority to bind that entity to these Terms. If the individual does not have such authority, or does not agree to these Terms, they must not access or use the Services. The Services are offered and made available solely for business, commercial, institutional, or professional use. The Services are not offered for personal, family, consumer, or household use. Kaarvi may update these Terms from time to time. If Kaarvi makes a material change that adversely affects Customer's rights or obligations, Kaarvi will provide Customer with not less than thirty (30) days' prior written notice. Changes required by Applicable Law or necessary to address security, fraud, or abuse may take effect immediately. Customer's continued access to or use of the Services after the effective date of any updated Terms constitutes Customer's acceptance of the updated Terms. If Customer reasonably objects to a material change that materially adversely affects Customer's rights during a then-current subscription term, Customer may provide written notice of non-renewal or, if the change materially reduces Customer's rights during a current term, terminate the affected Order Form upon written notice within thirty (30) days after receiving notice of the change, in which case Kaarvi will refund any prepaid fees covering the terminated portion. This remedy will not apply to changes required by Applicable Law or necessary to address security or fraud. IMPORTANT NOTICE: THESE TERMS CONTAIN A JURY TRIAL WAIVER (SECTION 20), A DTPA WAIVER (SECTION 19), AND A STATUTE OF LIMITATIONS PROVISION (SECTION 21). BY ACCEPTING THESE TERMS, CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THESE PROVISIONS. 1. DEFINITIONS For purposes of these Terms: "Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means ownership of fifty percent (50%) or more of the voting securities or equivalent ownership interest of an entity. "AI Features" means any part of the Services that uses artificial intelligence, machine learning, or large language models to generate, analyze, classify, summarize, transform, or recommend outputs or actions. "Applicable Law" means all laws, regulations, and binding legal requirements that apply to a party’s use of or performance under these Terms, including those relating to privacy, data protection, artificial intelligence, intellectual property, export controls, and industry-specific rules. "Authorized User" means any employee, contractor, or other individual whom Customer permits to access or use the Services on Customer’s behalf. "BAA" means a Business Associate Agreement as may be required under HIPAA or other Applicable Law governing protected health information, entered into separately by the parties. "Confidential Information" means any non-public information that a party ("Disclosing Party") provides to the other party ("Receiving Party") that is marked confidential or that a reasonable person would understand to be confidential given the circumstances. Each party may act as both Disclosing Party and Receiving Party. Customer's Confidential Information includes Customer Data. Kaarvi's Confidential Information includes the Services, Documentation, pricing, security information, and product roadmaps. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party without restriction before receipt from the Disclosing Party; (c) is lawfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's information. "Customer" or "you" means the business entity or organization entering into these Terms, including the entity named in any applicable Order Form. "Customer Data" means any data, files, content, or other information that Customer or its Authorized Users submit, upload, connect, or process through the Services. This includes uploaded datasets, connected database content, schemas, metadata, transformation inputs and outputs, working copies, snapshots, and saved results, but does not include Usage Data or Kaarvi’s Confidential Information. "Documentation" means Kaarvi’s user guides, technical documentation, and standard usage materials made available to Customer. "Data Processing Addendum" means a Data Processing Addendum as may be required under Applicable Law governing the processing of personal data, entered into separately by the parties. "Order Form" means any ordering document, online subscription form, online order, or other written instrument that references these Terms and is agreed to by Customer and Kaarvi. "Output" means any result, content, recommendation, analysis, or other material generated by the Services in response to Customer Data or Customer instructions. Output includes generated SQL, reports, transformed datasets, classifications, remediation suggestions, scores, summaries, forecasts, synthetic data, lineage views, code execution results, and similar results. "Sensitive Data" means data subject to heightened legal or regulatory protections, including financial account information, payment card data, government ID numbers, health or medical information, biometric data, precise geolocation, children’s data, and credentials. "Services" means Kaarvi’s platform, software, APIs, AI Features, data processing tools, analytics, integrations, Documentation, and related services provided under these Terms and any applicable Order Form. "Subprocessor" means any third-party service provider, infrastructure provider, AI model provider, or other entity that Kaarvi engages to process Customer Data or provide any component of the Services on Kaarvi’s behalf. Subprocessors include, without limitation, cloud hosting providers, AI/LLM inference providers, payment processors, and transactional email providers. "Usage Data" means service usage information, configuration data, audit events, logs, telemetry, diagnostics, performance metrics, operational statistics, user-submitted query text and natural-language prompts (to the extent such text does not contain Customer Data cell values), AI-generated SQL patterns, semantic memory embeddings, and ephemeral cache data generated through Customer’s use of the Services; provided that to the extent any ephemeral cache entry contains Customer Data cell values embedded within Output or query results, such values will be treated as Customer Data for purposes of Kaarvi’s data protection obligations under these Terms, notwithstanding their inclusion in a Usage Data artifact. Usage Data is distinct from Customer Data, although certain logs, query text, or support artifacts may incidentally reference Customer Data schema elements (such as table or column names) generated through Customer’s use of the Services. 2. SCOPE OF SERVICES 2.1 Service Capabilities. Kaarvi provides the Services as a configurable, AI-powered platform for business customers, enabling data governance, data quality, and data operations. The Customer may access and use the Services solely for its internal business purposes. The Customer is solely responsible for determining how to configure and use the Services, which features to enable, and whether any Output is suitable for its intended purposes. Depending on the Customer’s subscription tier and the applicable Order Form, the Services may include the following capabilities: data ingestion, upload, connectivity, and source integration tools; data profiling, quality analysis, scoring, and anomaly detection; data cleaning, transformation, remediation, and enrichment; governance, classification, stewardship, and compliance workflow tools; AI Features, including natural-language querying, SQL generation, automated classification, documentation generation, and forecasting; pipeline creation, scheduling, execution, and monitoring; data lineage tracking, observability, and audit capabilities; code execution capabilities, including SQL execution and Python execution against Customer datasets in sandboxed environments; data export, synthetic data generation, and integration capabilities; and API endpoint creation and management capabilities, including the ability for Customer to expose datasets or pipeline outputs as REST API endpoints. 2.2 Service Use. Customer will provide accurate, current, and complete registration information and keep it updated at all times. Customer bears all risk for access to and use of the Services through Customer's accounts, environments, credentials, API keys, tokens, and other access mechanisms, whether or not authorized by Customer, except to the extent directly caused by Kaarvi's breach of these Terms. Any act or omission by an Authorized User will be deemed an act or omission of Customer for all purposes under these Terms. Customer will: authorize, provision, manage, and remove Authorized User access; assign and maintain appropriate roles, permissions, and privilege levels; ensure that each Authorized User accesses and uses the Services only as permitted under these Terms and any applicable Order Form; ensure that any Customer Data processing instructions submitted by Authorized Users are authorized by Customer; and promptly disable access for any individual who is no longer authorized to use the Services on Customer's behalf. 2.3 Service Modifications. Kaarvi may update, modify, or replace features of the Services from time to time. Kaarvi will not materially reduce the core functionality of the Services purchased by the Customer during an active subscription term, except to the extent reasonably necessary to address security risks or to comply with applicable law or regulatory requirements. 2.4 Third-Party Dependencies. Certain features of the Services rely on third-party services, models, or infrastructure, including third-party AI/LLM providers, cloud infrastructure providers, payment processors, and communications providers. Availability of such features may depend on Customer’s configuration, connected systems, or applicable third-party providers, and Kaarvi does not warrant the availability or performance of any third-party component. Kaarvi maintains a current list of Subprocessors, which is made available through the Documentation or the applicable Data Processing Addendum. Kaarvi will provide Customer with reasonable prior notice of any material changes to its Subprocessor list in accordance with the applicable Data Processing Addendum. 2.5 Use Restrictions. Customer will not, and will not permit any Authorized User or third party to, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, algorithms, architecture, or non-public APIs of the Services; copy, modify, adapt, translate, or create derivative works of the Services or Documentation, except as expressly permitted under these Terms; bypass, disable, or circumvent any security, access control, usage limitation, or entitlement enforcement mechanism of the Services; remove, obscure, or alter any proprietary notices, labels, or markings on or in the Services or Documentation; use the Services or Documentation to develop, enhance, train, or support any product or service that is competitive with the Services; access or use the Services for benchmarking, competitive analysis, or competitive-intelligence purposes, or permit access by any direct competitor of Kaarvi, without Kaarvi's prior written consent; publish or disclose to any third party the results of any performance test, benchmark test, or comparative analysis of the Services without Kaarvi's prior written consent; probe, scan, or test the vulnerability of the Services, or conduct penetration testing or security assessments against the Services, without Kaarvi's prior written authorization (which Kaarvi will not unreasonably withhold for Customer's own environment upon reasonable request and coordination with Kaarvi's security team); use the Services to transmit malicious code, interfere with the integrity or performance of the Services, or attempt to gain unauthorized access to any systems or networks connected to the Services; sublicense, sell, resell, lease, rent, distribute, or otherwise make the Services available to any third party except as expressly permitted under these Terms; or share credentials among multiple individuals, rotate access among users in a manner that circumvents seat counts, usage limits, or fees, or otherwise circumvent any entitlement or licensing metric applicable to Customer's subscription. 2.6 Beta and Preview Features. Kaarvi may make available features, services, or functionality designated as "beta," "preview," "pilot," "evaluation," "early access," "experimental," or similar terms ("Beta Features"). Beta Features are provided for evaluation purposes only and may be modified, suspended, or discontinued at any time without notice. BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, AND WITHOUT SLA, SUPPORT, OR INDEMNIFICATION COMMITMENTS, UNLESS EXPRESSLY STATED IN AN APPLICABLE ORDER FORM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KAARVI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY BETA FEATURE WILL NOT EXCEED ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE, REGARDLESS OF THE FORM OF ACTION. Customer's use of any Beta Feature is voluntary, and Customer assumes all risk associated with such use. Kaarvi may collect and use feedback, usage data, and performance information from Beta Features to improve the Services without restriction, subject to Section 5 (Customer Data, Usage Data, and Data Handling). 3. CUSTOMER RESPONSIBILITIES 3.1 General Responsibility; Representations. Customer is solely responsible for all access to and use of the Services by its Authorized Users and for all Customer Data submitted to, connected to, imported into, processed through, or exported from the Services. Customer represents, warrants, and covenants that Customer has, and will maintain throughout the term, all rights, permissions, authorizations, notices, and consents necessary to: (a) submit, upload, connect, import, process, use, disclose, transfer, and export Customer Data through the Services; and (b) authorize Kaarvi and its Subprocessors to process Customer Data as contemplated by these Terms, any applicable Order Form, and any applicable DPA or BAA. 3.2 Customer Data and Governance Responsibilities. Customer is solely responsible for: the legality, accuracy, quality, integrity, and appropriateness of Customer Data; determining what Customer Data to use with the Services and whether such Customer Data includes Sensitive Data or other regulated, restricted, or high-risk information; implementing and maintaining appropriate internal governance, review, approval, and human oversight procedures for Customer's use of the Services, including with respect to workflows, automated or scheduled processing, permissions assigned to Authorized Users, use of AI Features (as described in Section 4), and reliance on Output in sensitive or regulated contexts; configuring the Services, workflows, pipelines, schedules, settings, permissions, integrations, and API endpoints used by or on behalf of Customer; determining whether and how to use AI Features or code execution capabilities in connection with Customer Data or Customer's business processes; reviewing, validating, and approving any Output before relying on or acting on such Output; securing any API endpoints or public interfaces that Customer configures through the Services; and complying with Applicable Law as set forth in Section 11 (Compliance with Laws). 3.3 Acceptable Use. Customer’s use of the Services is subject to Kaarvi’s Acceptable Use Policy, which is incorporated into these Terms by reference, and the use restrictions set forth in Section 2.5 3.4 Export Controls and Sanctions. Customer represents and warrants that: (a) Customer is not located in, organized under the laws of, or a resident of any country or territory that is the subject of comprehensive U.S. economic sanctions; (b) Customer is not identified on any U.S. government restricted-party list; and (c) Customer will not use the Services in violation of any applicable export control or sanctions laws or regulations, including the U.S. Export Administration Regulations and sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). Customer will not upload, connect, or process through the Services any Customer Data the export, re-export, or transfer of which is restricted under applicable export control or sanctions laws without first obtaining all required governmental authorizations. 4. AI FEATURES AND OUTPUT 4.1 Nature. The Services include AI Features that use machine learning, large language models, statistical methods, automated reasoning, and pattern detection to assist Customer in connection with the Services and Customer Data. AI Features may be used in connection with natural-language querying, SQL generation, automated classification, remediation suggestions, anomaly detection, documentation generation, summarization, forecasting, synthetic data generation, recommendations, scoring, and similar analytical and operational functions. AI Features and any Output generated through them are assistive tools only. 4.2 Decision-Making. Customer is solely responsible for: deciding whether to enable or use AI Features or code execution capabilities; determining whether any AI Feature is appropriate for Customer’s data, workflows, business processes, or regulated use cases; determining whether any Output is suitable for Customer’s intended purpose; and any decisions, actions, or omissions taken by Customer or its Authorized Users based on or in reliance upon any Output. 4.3 No Professional Advice. The Services and any Output do not constitute legal, financial, accounting, regulatory, tax, medical, employment, lending, insurance, compliance, or other professional advice. Customer will not use the Services or any Output as a substitute for professional judgment, required human review, or advice from qualified professional advisors. 5. CUSTOMER DATA, USAGE DATA, AND DATA HANDLING 5.1 Customer Data Ownership. As between the parties, Customer retains all right, title, and interest, including all intellectual property and other proprietary rights, in and to Customer Data. Nothing in these Terms transfers to Kaarvi any ownership interest in Customer Data. 5.2 License to Customer Data. Customer grants to Kaarvi and its Subprocessors a non-exclusive, worldwide, limited-term license to host, store, access, process, transmit, modify, transform, and otherwise handle Customer Data solely as necessary to: provide, maintain, support, secure, monitor, and operate the Services; perform the Services in accordance with these Terms, any applicable Order Form, Customer’s instructions, configurations, workflows, and schedules, and the standard automated processing operations described in the Documentation; generate, display, and deliver Output; create and maintain logs, metadata, lineage records, quality metrics, snapshots, working copies, indexes, caches, backups, and other operational artifacts necessary for the operation of the Services; and comply with Applicable Law, legal process, or enforceable governmental request. The license applies to Customer Data in all forms in which it exists within the Services, including uploaded files and datasets; data from connected databases, cloud storage, APIs, and other source systems; temporary working copies, intermediate datasets, and cached items; snapshots, backups, and versioned states; transformed, remediated, classified, masked, or otherwise processed versions of Customer Data; and metadata, lineage information, schema information, tags, labels, and scores generated as part of providing the Services. 5.3 Automated Processing Operations. CUSTOMER ACKNOWLEDGES AND AUTHORIZES THAT THE SERVICES INCLUDE STANDARD AUTOMATED PROCESSING OPERATIONS THAT RUN ON PREDEFINED SCHEDULES AS PART OF THE NORMAL OPERATION OF THE PLATFORM, WITHOUT REQUIRING PER-INVOCATION CUSTOMER ACTION. These operations may include, as described in the Documentation: lineage discovery and dependency analysis; data quality monitoring and scoring; governance and compliance scanning; schema drift detection; source monitoring and snapshot capture; scheduled pipeline execution (as configured by Customer); and data lifecycle management tasks including cache expiration, snapshot cleanup, and retention enforcement. Customer’s use of the Services constitutes authorization for these standard automated processing operations. Certain processing activities also occur automatically as part of normal service operation, including storage, indexing, monitoring, scheduling, caching, backup, lineage tracking, and versioning. 5.4 Usage Data. Kaarvi may collect, generate, and use Usage Data in connection with the provision, operation, support, security, maintenance, and improvement of the Services. Kaarvi may use Usage Data to: provide, administer, support, monitor, secure, and maintain the Services; detect, prevent, investigate, and remediate security incidents, abuse, fraud, and operational issues; develop service insights, usage analytics, diagnostics, and performance improvements; improve the functionality, reliability, and security of the Services; and comply with Applicable Law and enforce these Terms. 5.5 Regulated Data; Additional Addenda. Certain processing activities or use cases may require additional contractual terms under Applicable Law, including a data processing addendum, a business associate agreement, or other sector-specific addenda (each, a "Regulated Addendum"). No Regulated Addendum will apply unless separately executed by the parties. Customer is solely responsible for determining whether Customer's use of the Services requires any Regulated Addendum, as further described in Section 11 (Compliance with Laws), and Customer will not use the Services in a manner that requires Kaarvi to assume obligations applicable to a processor, business associate, consumer reporting agency, or other regulated role unless Kaarvi has expressly agreed in writing to undertake those obligations. Where a Regulated Addendum is executed, it will govern the subject matter within its scope in addition to these Terms, and any conflict will be resolved in accordance with Section 22. 5.6 Processing Limitations. Kaarvi will process Customer Data only as permitted by these Terms, any applicable Order Form, the Documentation, Customer’s configuration of the Services, and any applicable Data Processing Addendum or BAA. 5.7 No Sale; No Model Training. KAARVI WILL NOT SELL CUSTOMER DATA AND WILL NOT ACQUIRE ANY OWNERSHIP RIGHTS IN CUSTOMER DATA BY VIRTUE OF PROVIDING THE SERVICES. KAARVI DOES NOT USE CUSTOMER DATA TO TRAIN, FINE-TUNE, OR IMPROVE GENERALIZED ARTIFICIAL INTELLIGENCE MODELS OR FOUNDATION MODELS. 5.8 Aggregated and De-Identified Data. Kaarvi may generate and use aggregated, anonymized, or de-identified information derived from Usage Data, from Customer Data, provided that such information does not identify Customer, any Authorized User, or any individual, and is not used or disclosed in a manner that reveals Customer Data. Kaarvi may use such information for lawful business purposes, including operating, securing, and improving the Services. 5.9 Personnel Access. Kaarvi’s personnel, including personnel operating in platform-wide administrative roles, may access Customer Data or Customer environments solely to the extent reasonably necessary for: (a) providing support requested by Customer; (b) investigating, containing, or remediating security incidents; (c) maintaining, monitoring, or operating the Services; (d) responding to legal process or Applicable Law; or (e) performing obligations under these Terms, any applicable Data Processing Addendum, or any applicable BAA. Kaarvi will maintain access controls and audit logging designed to track personnel access to Customer environments. 5.10 Data Access. During the term of these Terms, Customer may access, manage, process, retrieve, and export Customer Data and Output in accordance with the functionality of the Services, the Documentation, and the applicable Order Form. Upon expiration or termination of these Terms or the applicable Order Form: Customer’s right to access and use the Services will end. Unless a different period is specified in the applicable Order Form, Customer will have thirty (30) days following the effective date of expiration or termination (the “Retrieval Period”) to retrieve Customer Data or Output through the Services’ export functionality or, where self-service export is not available, by submitting a written request to Kaarvi’s support team, subject to Customer’s payment of all amounts due and compliance with these Terms. Following expiration of the Retrieval Period, Kaarvi will initiate removal processes for Customer Data in accordance with Kaarvi’s standard operational procedures, the applicable Order Form, and any applicable Data Processing Addendum or BAA. Kaarvi will use commercially reasonable efforts to complete initial removal of Customer Data from active production systems within ninety (90) days following expiration of the Retrieval Period. Removal may include logical deletion (marking data as deleted), anonymization, archival, or physical deletion, and the method and timing of removal will be determined by Kaarvi’s standard operational procedures unless otherwise specified in the applicable Order Form or Data Processing Addendum. Customer acknowledges that Customer Data may exist in multiple forms within the Services, including active datasets, working copies, snapshots, cached items, indexes, metadata, lineage records, logs, and backups, and that removal may not occur immediately or simultaneously across all systems and media. Customer Deletion Requests. During the term or during the Retrieval Period, Customer may submit a written request to Kaarvi to delete specific Customer Data or to delete all Customer Data associated with Customer’s account. Kaarvi will acknowledge receipt of such request within five (5) business days and will use commercially reasonable efforts to complete the requested deletion in accordance with Kaarvi’s standard operational procedures, the applicable Data Processing Addendum (if any), and Applicable Law. Kaarvi will confirm completion of the deletion to Customer in writing. Deletion pursuant to this Section 5.10(d) is subject to the permitted retention exceptions set forth in Section 5.11. 6. SECURITY 6.1 Security Safeguards. Kaarvi will implement and maintain reasonable administrative, technical, and organizational safeguards designed to protect the security, confidentiality, integrity, and availability of the Services and Customer Data, taking into account the nature of the Services, the sensitivity of the relevant data, the state of the art, the costs of implementation, and the risks presented by unauthorized access, acquisition, use, disclosure, alteration, loss, or destruction. 6.2 Safeguard Measures. Without limiting the foregoing, Kaarvi’s safeguards will include, as appropriate to the Services and the relevant processing activities: access controls designed to limit access to Customer Data and administrative functions to authorized personnel and systems; authentication and credential-management controls, including encryption of stored credentials; encryption or comparable protections for Customer Data in transit and at rest; logging, monitoring, alerting, and auditing measures designed to detect unauthorized access, misuse, anomalies, and security events; change management, vulnerability management, and security maintenance processes; incident detection, investigation, response, containment, remediation, and recovery procedures; and backup, business continuity, and disaster recovery measures. 6.3 No Warranty of Perfect Security. CUSTOMER ACKNOWLEDGES THAT NO SERVICE, SOFTWARE, SYSTEM, SECURITY MEASURE, OR TRANSMISSION METHOD IS COMPLETELY SECURE, AND KAARVI DOES NOT WARRANT THAT THE SERVICES WILL BE IMMUNE FROM ALL SECURITY INCIDENTS, VULNERABILITIES, INTRUSIONS, OR DISRUPTIONS. Customer is responsible for configuring and using the security features and controls made available through the Services in a manner appropriate to Customer’s environment, risk profile, and use of the Services. 6.4 Security Incident Notification. If Kaarvi becomes aware of a confirmed unauthorized access to, acquisition of, or disclosure of Customer Data within Kaarvi’s systems that is required by Applicable Law or contract to be reported to Customer, Kaarvi will notify Customer without undue delay and will take commercially reasonable steps to investigate, contain, mitigate, and remediate the incident. 6.5 Credential Security. Customer and its Authorized Users must maintain the confidentiality and security of all usernames, passwords, API keys, tokens, connection credentials, and other authentication credentials used to access the Services. Customer will promptly notify Kaarvi of any known or reasonably suspected unauthorized access to, misuse of, or compromise of any account, credential, or connected system associated with Customer’s use of the Services. 6.6 Authentication Control. To the extent made available as part of the Services, Customer may configure enterprise authentication and access-management features, including single sign-on, multi-factor authentication, role-based access controls, service accounts, and token-based authentication. Customer is responsible for configuring and using such features in a manner appropriate to Customer’s environment and risk profile. 7. SUPPORT AND CUSTOMER COOPERATION 7.1 Support Services. Kaarvi will provide Customer with standard support for the Services in accordance with the applicable Order Form or Documentation. 7.2 Customer Cooperation. Customer will provide timely and reasonable cooperation as necessary for Kaarvi to provide support, investigate issues, maintain the Services, or respond to security or operational events. Kaarvi is not responsible for delays, failures, or limitations in support to the extent caused by Customer’s failure to provide required cooperation, issues arising from Customer’s systems or third-party services not controlled by Kaarvi, unauthorized modifications to the Services, or Customer’s use of the Services in a manner inconsistent with these Terms or the Documentation. 7.3 Access. Customer acknowledges that providing support or responding to security incidents may require Kaarvi to access or review limited information related to Customer’s use of the Services, including logs, Usage Data, connection metadata, activity history, configuration details, and, where reasonably necessary, limited portions of Customer Data. Kaarvi will use such access solely to the extent reasonably necessary. 8. FEES, BILLING, AND PAYMENT 8.1 Payment Obligations. Customer will pay all fees set forth in the applicable Order Form. Except as otherwise expressly stated in these Terms or the applicable Order Form, all payment obligations are non-cancelable and all amounts paid are non-refundable. The applicable Order Form will specify the pricing model, which may include subscription fees, usage-based fees, consumption-based charges, feature-based charges, service credits, overage charges, professional services fees, or other pricing components. 8.2 Payment Terms. Unless otherwise specified in the applicable Order Form: (a) fees will be invoiced in advance for subscription-based charges and in arrears for usage-based or variable charges; (b) Customer will pay all undisputed invoiced amounts within thirty (30) days from the invoice date; and (c) all amounts will be paid in U.S. dollars. 8.3 Taxes. Fees are exclusive of all sales, use, value-added, withholding, goods and services, and similar taxes, other than taxes based on Kaarvi’s net income. Customer will pay all such taxes associated with Customer’s purchase or use of the Services. 8.4 Late Payment. If Customer fails to pay any undisputed amount when due, Kaarvi may, upon written notice: (a) charge interest on overdue amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law; (b) suspend or limit access to the Services until all overdue amounts are paid in full; and (c) require Customer to pay any reasonable costs of collection permitted by Applicable Law. 8.5 Disputed Amounts. Kaarvi will not exercise its suspension rights under Section 8.4 with respect to amounts that Customer disputes in good faith, provided that Customer notifies Kaarvi in writing of the dispute before the applicable payment due date, pays all undisputed amounts when due, and cooperates in good faith to resolve the dispute promptly. 8.6 Pricing Adjustments. Except as otherwise expressly stated in an applicable Order Form, Kaarvi may adjust pricing for any renewal term by providing Customer with written notice not less than sixty (60) days before the start of the applicable renewal term. 8.7 Usage Verification. Upon reasonable written request, no more than once per calendar year unless Kaarvi reasonably suspects material non-compliance with applicable usage metrics or fees, Customer will provide Kaarvi with a written report or system access reasonably sufficient to verify Customer's compliance with the usage limits, seat counts, consumption thresholds, and other licensing metrics applicable to Customer's subscription. Customer will provide reasonable cooperation and access to relevant records as needed to complete the verification. If verification reveals that Customer has underpaid fees, Customer will promptly pay the underpaid amounts plus any applicable overage charges. If the underpayment exceeds five percent (5%) of the fees due for the applicable period, Customer will also reimburse Kaarvi's reasonable costs of conducting the verification. 8.8 Self-Service and Online Subscriptions. [DRAFTED BY KAARVI TEAM — FOR COUNSEL REVIEW] Where Customer registers for and accesses the Services through Kaarvi's online self-service flow rather than under a negotiated Order Form, Customer's online acceptance of these Terms and selection of any plan or pricing option through the Services will constitute the "Order Form" for purposes of these Terms, and the following apply: (a) Free Allowance. Kaarvi may make available a free usage allowance, which may include a one-time signup credit grant and a recurring periodic allowance of credits, storage, and processing, as described on Kaarvi's then-current online pricing page. The free allowance is not a time-limited trial, does not cause the account to expire, and may be modified or discontinued on a prospective basis in accordance with Sections 2.3 and 8.6. (b) Credits and Consumption. The Services may operate on a prepaid, consumption-based credit model. Customer's use of metered features consumes credits at the rates described in the Documentation or the online pricing page. Except as required by Applicable Law or as expressly stated by Kaarvi, prepaid credits are non-refundable and may expire as described on the online pricing page. (c) Payment Method and Auto-Recharge. To purchase credits or use metered features beyond the free allowance, Customer must provide a valid payment method processed by Kaarvi's third-party payment processor. Customer may enable automatic recharge ("Auto-Recharge"), in which case Customer authorizes Kaarvi and its payment processor to automatically charge Customer's payment method on file to purchase additional credits in the configured amount when Customer's credit balance falls below the configured threshold. Customer may disable Auto-Recharge or update its payment method at any time through the Services. (d) Insufficient Credits. If Customer's credit balance is exhausted and Auto-Recharge is not enabled or a charge fails, Kaarvi may limit access to metered or processing features until additional credits are purchased, while continuing to provide access consistent with the then-current online pricing page (which may include limited or read-only access). Such a limitation is a limitation of Service functionality and not a suspension under Section 12. (e) Online Pricing Changes. Kaarvi may modify online pricing, credit rates, free allowances, and plan features on a prospective basis by updating its online pricing page, and, for a material change that adversely affects an active paid subscription, by providing notice in accordance with Section 8.6. 9. CONFIDENTIALITY 9.1 Obligations. The Receiving Party will protect the Disclosing Party's Confidential Information using at least the same degree of care it uses for its own confidential information of similar nature, and in no event less than reasonable care. The Receiving Party will use the Disclosing Party's Confidential Information solely to exercise its rights and perform its obligations under these Terms and not disclose the Disclosing Party's Confidential Information to any third party except as permitted under this Section The Receiving Party may disclose Confidential Information to its and its Affiliates' employees, contractors, advisors, auditors, and service providers who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as this Section 9. The Receiving Party remains responsible for any breach by any person to whom it discloses Confidential Information. 9.2 Exclusions. The obligations in this Section 9 do not apply to information that the Receiving Party can demonstrate: is or becomes publicly available through no fault of the Receiving Party; was lawfully known to the Receiving Party without restriction before receipt from the Disclosing Party; is lawfully received from a third party without breach of any confidentiality obligation; or is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. 9.3 Legally Required Disclosure. The Receiving Party may disclose Confidential Information to the extent required by Applicable Law, regulation, legal process, or governmental request, provided that the Receiving Party will, unless legally prohibited, use commercially reasonable efforts to: (a) give the Disclosing Party prompt written notice before disclosure; and (b) disclose only the portion legally required. 9.4 Equitable Relief. Equitable relief for breach of this Section 9, including injunctive relief without bond or proof of actual damages, is available as set forth in Section 17.3. 9.5 Duration. The obligations in this Section 9 will continue during the term and for five (5) years thereafter; provided that with respect to Customer Data and trade secrets, such obligations will continue for so long as such information qualifies as confidential or as a trade secret under Applicable Law 10. INTELLECTUAL PROPERTY 10.1 Kaarvi IP. As between the parties, Kaarvi and its licensors retain all right, title, and interest in and to the Services, Documentation, Usage Data, Kaarvi’s software, models, algorithms, interfaces, workflows, templates, visualizations, user interface elements, know-how, methods, processes, design elements, and all improvements, modifications, enhancements, and derivative works of the foregoing (collectively, “Kaarvi IP”). Except for the limited rights expressly granted to Customer, no right, title, or interest in Kaarvi IP is granted to Customer. 10.2 Output Ownership. Customer shall own Output generated specifically for Customer through Customer’s authorized use of the Services to the extent such Output is based on Customer Data or Customer’s specific instructions. For clarity, Customer’s ownership of Output does not include or grant Customer any rights in: the Services or any underlying software, models, algorithms, prompts, prompt architectures, statistical models, workflows, templates, or systems used to generate such Output; or generic features, methods, or functionality of the Services, or generalized patterns used by the Services to generate Output, even if such Output reflects or incorporates the application of those methods to Customer Data.. 10.3 Feedback. Any Feedback provided by Customer is voluntary and without restriction. Customer grants to Kaarvi a worldwide, perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free license to use, reproduce, modify, create derivative works from, and otherwise exploit such Feedback for any lawful purpose. For the avoidance of doubts, Feedback does not include Customer Data. 10.4. Publicity. Neither party may use the other party’s name, logos, trademarks, or brand features in any external communication without the other party’s prior written consent, except that Kaarvi may identify Customer by name and logo as a customer to the extent Customer has expressly authorized such use in writing or in the applicable Order Form. Either party may withdraw consent upon written notice. 11. COMPLIANCE WITH LAWS 11.1 General. Each party will comply with the Applicable Laws directly applicable to it in connection with its performance under these Terms. 11.2 Customer's Compliance Responsibilities. Without limiting Section 3, Customer is solely responsible for determining whether Customer's use of the Services is subject to industry-specific or heightened legal or regulatory requirements, including those relating to healthcare, financial services, consumer reporting, employment, education, children's data, export controls, anti-discrimination, records retention, artificial intelligence, or automated decision-making, and for using the Services in compliance with all such requirements. Customer will not use the Services or instruct Kaarvi to process Customer Data in a manner that would require Kaarvi to assume legal, regulatory, or compliance obligations beyond those expressly undertaken by Kaarvi in writing. 12. SUSPENSION 12.1 Right to Suspend. Kaarvi may suspend, restrict, or limit Customer's or any Authorized User's access to all or any part of the Services as follows: (a) Immediate Suspension. Kaarvi may suspend access immediately upon notice or without prior notice where Kaarvi reasonably determines that: (i) Customer's use creates an imminent security or platform integrity risk to the Services, Kaarvi's systems, other customers, or third parties; (ii) Customer's credentials or environment are suspected of being compromised; (iii) Kaarvi is required to act by Applicable Law or governmental authority; or (iv) Customer's use involves conduct described in Section 2.5 (malicious code, interference with Services, unauthorized access attempts). (b) Suspension with Notice. For all other grounds for suspension, including failure to pay undisputed fees, violation of these Terms or the Acceptable Use Policy, or use materially exceeding authorized scope, Kaarvi will provide Customer with reasonable prior written notice describing the violation and an opportunity to cure the violation within a commercially reasonable period (not less than five (5) business days) before suspending access, except where a shorter period or immediate action is reasonably necessary to prevent ongoing harm. (c) Proportionality. In all cases, Kaarvi will use commercially reasonable efforts to tailor any suspension or restriction to the scope and severity of the violation, including by restricting specific features, accounts, environments, or integrations rather than the entire Services where a targeted restriction is sufficient to address the violation. 12.2 Notice. Where reasonably practicable, Kaarvi will provide notice and an opportunity to cure. Kaarvi will use commercially reasonable efforts to restore access promptly after the basis for suspension has been resolved. 12.3 Good-Faith Suspension. KAARVI WILL HAVE NO LIABILITY TO CUSTOMER OR ANY AUTHORIZED USER FOR ANY SUSPENSION OR RESTRICTION IMPLEMENTED IN GOOD FAITH UNDER SECTION 12.1(a). FOR SUSPENSIONS UNDER SECTION 12.1(b), KAARVI'S LIABILITY WILL BE LIMITED TO RESTORING ACCESS PROMPTLY AFTER THE BASIS FOR SUSPENSION HAS BEEN RESOLVED; KAARVI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM SUCH SUSPENSION.INCLUDING ANY RESULTING LOSS OF ACCESS TO CUSTOMER DATA, OUTPUT, WORKFLOWS, SCHEDULED PROCESSING, OR RELATED FUNCTIONALITY DURING THE PERIOD OF SUSPENSION. 13. WARRANTIES AND DISCLAIMERS 13.1 Limited Service Warranty. Kaarvi warrants that, during the applicable subscription term, the Services will be provided in a commercially reasonable manner substantially consistent with the Documentation. If Customer notifies Kaarvi in writing of a breach of the warranty, Kaarvi will use commercially reasonable efforts to correct the non-conformity within thirty (30) days after receipt of such notice. If Kaarvi fails to correct the non-conformity within such period, Customer’s sole and exclusive remedy will be to terminate the affected Order Form upon written notice to Kaarvi, in which case Kaarvi will refund to Customer any prepaid fees covering the terminated portion of the then-current subscription term for the affected Services. 13.2 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 13.1, THE SERVICES, DOCUMENTATION, AI FEATURES, OUTPUT, SUPPORT, INTEGRATIONS, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” KAARVI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY; (B) ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) ANY WARRANTY OF TITLE OR NON-INFRINGEMENT; (D) ANY WARRANTY OF QUIET ENJOYMENT OR SATISFACTORY QUALITY; AND (E) ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. KAARVI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, COMPLETE, RELIABLE, OR CURRENT, OR THAT ALL ERRORS OR DEFECTS WILL BE CORRECTED. 13.3 Specific Disclaimers. WITHOUT LIMITING SECTION 13.2, KAARVI DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (B) THE SERVICES WILL ACHIEVE ANY INTENDED RESULT; (C) ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, LAWFUL, NON-INFRINGING, OR FIT FOR ANY PARTICULAR PURPOSE; (D) ANY OUTPUT WILL BE SUITABLE FOR USE IN ANY REGULATED, SENSITIVE, OR HIGH-RISK CONTEXT; OR (E) ANY THIRD-PARTY SERVICE OR PROVIDER WILL BE AVAILABLE OR PERFORM WITHOUT ERROR. 13.4 AI Output Disclaimer. CUSTOMER ACKNOWLEDGES THAT AI FEATURES AND OUTPUT MAY BE GENERATED THROUGH PROBABILISTIC, AUTOMATED, STATISTICAL, OR MACHINE-LEARNING-BASED METHODS AND MAY CONTAIN ERRORS, OMISSIONS, INACCURACIES, INCONSISTENCIES, HALLUCINATIONS, OR UNINTENDED RESULTS. KAARVI EXPRESSLY DISCLAIMS ANY WARRANTY THAT OUTPUT IS CORRECT OR FIT FOR CUSTOMER’S INTENDED USE. CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING, TESTING, VALIDATING, AND APPROVING ALL OUTPUT BEFORE RELYING ON OR USING IT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, TESTING, VALIDATING, AND APPROVING ALL OUTPUT, INCLUDING GENERATED SQL, CODE EXECUTION RESULTS, CLASSIFICATIONS, REMEDIATION ACTIONS, TRANSFORMATIONS, FORECASTS, SUMMARIES, SYNTHETIC DATA, REPORTS, AND DOCUMENTATION, BEFORE RELYING ON, IMPLEMENTING, DISTRIBUTING, OR OTHERWISE USING SUCH OUTPUT FOR ANY OPERATIONAL, COMMERCIAL, LEGAL, FINANCIAL, MEDICAL, EMPLOYMENT, COMPLIANCE, OR OTHER CONSEQUENTIAL PURPOSE. 13.5 Acknowledgment. CUSTOMER ACKNOWLEDGES THAT: (A) THE DISCLAIMERS IN THIS SECTION 13 ARE A MATERIAL PART OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES; (B) KAARVI WOULD NOT PROVIDE THE SERVICES AT THE FEES SET FORTH IN THE APPLICABLE ORDER FORM WITHOUT SUCH DISCLAIMERS; AND (C) CUSTOMER HAS HAD THE OPPORTUNITY TO REVIEW THESE TERMS WITH COUNSEL OF ITS CHOOSING. 14. INDEMNIFICATION 14.1 Kaarvi Indemnity. Kaarvi will defend, indemnify, and hold harmless Customer from any third-party claim, and any resulting damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) finally awarded or agreed in settlement, alleging that: (a) Customer's authorized use of the Services infringes or misappropriates such third party's patent, copyright, trademark, or trade secret ("IP Claim"); or (b) a breach by Kaarvi of its security obligations under Sections 6.1 and 6.2 directly caused unauthorized access to or disclosure of Customer Data ("Security Claim"). Kaarvi will have no obligation under Section 14.1 to the extent a claim arises from Customer Data, Output, Customer's use of the Services in violation of these Terms or Applicable Law, modifications not made by Kaarvi, combination with products not provided by Kaarvi where the claim would not have arisen but for such combination, Customer's continued use after notice to cease, or third-party services or models not provided by Kaarvi. With respect to a Security Claim, Kaarvi will also have no obligation to the extent the claim arises from Customer's failure to maintain credential security under Section 6.5, Customer's failure to configure security features under Section 6.5, or any act or omission of Customer that caused or materially contributed to the breach. If the Services become the subject of an IP Claim, Kaarvi may at its option procure the right for Customer to continue using the Services, modify or replace the Services to make them non-infringing, or terminate the affected Services and provide a prorated refund. 14.2 Customer Indemnity. Customer will defend, indemnify, and hold harmless Kaarvi and its officers, directors, employees, contractors, and agents ("Kaarvi Indemnitees") from any third-party claim, and any resulting damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) finally awarded or agreed in settlement, arising out of or relating to Customer Data (including allegations of infringement, misappropriation, or privacy violations), Customer's use of the Services in violation of these Terms or Applicable Law, Customer's failure to obtain required notices, consents, or authorizations, any unlawful or harmful material submitted to the Services, Customer's reliance on or implementation of Output, any discriminatory, unlawful, or improper downstream use of the Services, AI Features, or Output, or any allegation that Customer's use violates sector-specific regulatory requirements applicable to Customer. Customer's obligations under this Section 14.2 will not apply to the extent a claim arises directly from a defect in the Services or a material breach by Kaarvi of these Terms. 14.3 Procedure. The indemnified party will promptly notify the indemnifying party in writing (failure to give prompt notice will not relieve the indemnifying party except to the extent materially prejudiced), give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle in a manner that admits fault of, or imposes non-monetary obligations on, the indemnified party without prior written consent, not to be unreasonably withheld. The indemnified party may participate in the defense with its own counsel at its own expense. 15. LIMITATION OF LIABILITY 15.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, USE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT FOR A DATA GOVERNANCE AND DATA OPERATIONS PLATFORM, LOSS OF OR CORRUPTION TO DATA MAY CONSTITUTE A DIRECT DAMAGE AND IS NOT EXCLUDED BY THIS SECTION. 15.2 Aggregate Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE TOTAL FEES ACTUALLY INVOICED TO CUSTOMER UNDER THE APPLICABLE ORDER FORM FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY. 15.3 Basis of the Bargain. THE PARTIES ACKNOWLEDGE THAT THE FEES CHARGED BY KAARVI REFLECT THE RISK ALLOCATION IN THESE TERMS, INCLUDING THIS SECTION 15. KAARVI WOULD NOT PROVIDE THE SERVICES AT SUCH FEES WITHOUT THESE LIMITATIONS. THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EACH PARTY HAS HAD THE OPPORTUNITY TO REVIEW THESE TERMS WITH COUNSEL. 16. TERMINATION 16.1 Term. These Terms begin on the date Customer first accepts them and continue until all Order Forms have expired or been terminated. 16.2 Renewal. Each Order Form will continue for the initial subscription term specified therein and will automatically renew for successive terms equal to the initial term or one (1) year, whichever is shorter, unless Customer provides written notice of non-renewal at least sixty (60) days, or Kaarvi at least thirty (30) days, before the end of the then-current term. The applicable Order Form may specify different renewal mechanics. 16.3 Termination for Cause. Either party may terminate these Terms or any applicable Order Form upon written notice if the other party materially breaches and fails to cure within thirty (30) days after receiving written notice describing the breach. If the breach is not capable of cure, the non-breaching party may terminate immediately upon written notice. 16.4 Immediate Termination by Kaarvi. Kaarvi may terminate immediately upon written notice if Customer becomes insolvent or subject to bankruptcy proceedings, Customer's use creates a continuing risk that cannot be mitigated through suspension, or Kaarvi is required to do so by Applicable Law. 16.5 Effect of Termination. Upon expiration or termination, Customer's rights to access the Services will end, Customer will immediately cease all use of the Services and Documentation, each party will promptly return or destroy the other party's Confidential Information except as permitted under these Terms, and Kaarvi may disable Customer's access. Termination will not relieve Customer of any obligation to pay accrued fees. If Customer terminates for cause based on Kaarvi's uncured material breach, Kaarvi will refund any prepaid fees covering the terminated portion of the subscription term. 16.6. Post-Termination Retention. Kaarvi may retain Customer Data for a limited period after expiration or termination to the extent reasonably necessary for: backup and disaster recovery processes (backup retention period not to exceed sixty (60) days unless otherwise required by Applicable Law); security, logging, monitoring, audit, and fraud-prevention purposes (not to exceed one hundred and eighty (180) days following expiration or termination, after which such logs will be deleted or anonymized in accordance with Kaarvi’s standard operational procedures); compliance with Applicable Law, legal process, regulatory inquiry, or internal recordkeeping requirements; enforcement of these Terms; and completion of standard archival, purge, and deletion workflows. Kaarvi will continue to protect any retained Customer Data in accordance with these Terms and, where applicable, the applicable Data Processing Addendum or BAA, and will not use retained Customer Data for any purpose other than those permitted under this Section 16.6. 16.7 Customer’s Export Responsibility. CUSTOMER IS SOLELY RESPONSIBLE FOR RETRIEVING ANY CUSTOMER DATA OR OUTPUT THAT CUSTOMER WISHES TO RETAIN BEFORE THE END OF CUSTOMER’S ACCESS PERIOD. KAARVI WILL HAVE NO LIABILITY FOR REMOVAL OF CUSTOMER DATA AFTER THE EXPIRATION OF ANY APPLICABLE POST-TERMINATION RETRIEVAL PERIOD OR FOR CUSTOMER’S FAILURE TO RETRIEVE CUSTOMER DATA OR OUTPUT BEFORE ACCESS IS DISABLED. 16.8 Survival. Any provision of these Terms that by its nature should survive expiration or termination, including provisions relating to definitions, customer responsibilities, AI features and output, data handling and retention, accrued payment obligations, confidentiality, intellectual property, compliance, warranties and disclaimers, indemnification, limitation of liability, governing law and dispute resolution, no reliance, jury trial waiver, statute of limitations, and order of precedence, will survive expiration or termination of these Terms. 17. GOVERNING LAW; VENUE; DISPUTE RESOLUTION 17.1 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. 17.2 Exclusive Venue. The state and federal courts located in Travis County, Texas will have exclusive jurisdiction. Each party irrevocably submits to personal jurisdiction and venue and waives any objection based on inconvenient forum. 17.3 Equitable Relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction, without bond or proof of actual damages, to prevent or address infringement of IP rights, breach of confidentiality, unauthorized access to the Services, or misuse of Customer Data or Confidential Information. 17.4 Informal Dispute Resolution. Before filing any claim (other than equitable relief), the parties will first attempt to resolve the dispute through good-faith informal negotiations for thirty (30) days after written notice. 18. NO RELIANCE. EACH PARTY ACKNOWLEDGES AND AGREES THAT: (A) IT IS A SOPHISTICATED BUSINESS ENTITY; (B) IT HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF ITS CHOOSING BEFORE ENTERING INTO THESE TERMS; (C) IT HAS CONDUCTED ITS OWN INDEPENDENT INVESTIGATION AND DUE DILIGENCE WITH RESPECT TO THE SERVICES AND THE SUBJECT MATTER OF THESE TERMS; (D) IN ENTERING INTO THESE TERMS IT HAS NOT RELIED ON ANY STATEMENT, REPRESENTATION, WARRANTY, PROMISE, OR FORECAST (WHETHER ORAL OR WRITTEN) NOT EXPRESSLY SET OUT IN THESE TERMS; AND (E) IT WAIVES ANY CLAIM FOR FRAUDULENT INDUCEMENT BASED ON ANY REPRESENTATION NOT EXPRESSLY SET FORTH IN THESE TERMS. THIS SECTION 18 IS A MATERIAL TERM OF THESE TERMS AND CONSTITUTES AN INDEPENDENT, BARGAINED-FOR ALLOCATION OF RELIANCE RISK BETWEEN THE PARTIES. 19. DTPA WAIVER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING TEXAS BUSINESS AND COMMERCE CODE § 17.42, CUSTOMER WAIVES ITS RIGHTS UNDER THE TEXAS DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT (SUBCHAPTER E, CHAPTER 17, TEXAS BUSINESS AND COMMERCE CODE), EXCEPT FOR SECTION 17.555 (WHICH RELATES TO A CAUSE OF ACTION FOR BODILY INJURY OR DEATH). CUSTOMER REPRESENTS THAT: (A) CUSTOMER HAS ASSETS OF TWENTY-FIVE MILLION DOLLARS ($25,000,000) OR MORE, OR IS CONTROLLED BY AN ENTITY WITH ASSETS OF TWENTY-FIVE MILLION DOLLARS ($25,000,000) OR MORE; OR (B) CUSTOMER HAS BEEN REPRESENTED BY LEGAL COUNSEL IN SEEKING OR ACQUIRING THE SERVICES AND IN NEGOTIATING AND ENTERING INTO THESE TERMS, AND CUSTOMER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH RESPECT TO KAARVI. IF NEITHER (A) NOR (B) APPLIES, THIS SECTION WILL NOT BE EFFECTIVE AS TO CUSTOMER, BUT ALL OTHER PROVISIONS OF THESE TERMS WILL REMAIN IN FULL FORCE AND EFFECT. 20. JURY TRIAL WAIVER. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, ANY ORDER FORM, OR THE RELATIONSHIP OF THE PARTIES. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THIS WAIVER; (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (D) IT HAS BEEN INDUCED TO ENTER INTO THESE TERMS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 21. STATUTE OF LIMITATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. AFTER SUCH ONE-YEAR PERIOD, ANY SUCH CLAIM IS PERMANENTLY BARRED. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. 22. ORDER OF PRECEDENCE. These Terms may be supplemented by one or more Order Forms and, where applicable, additional terms including a Data Processing Addendum, BAA, Acceptable Use Policy, product-specific terms, or other written addenda. If there is a conflict among the applicable contract documents, the following order of precedence will apply, solely with respect to the subject matter governed by the relevant document: the BAA, solely with respect to protected health information and HIPAA-specific matters; the Data Processing Addendum, solely with respect to privacy, data processing, and security matters within its scope; the applicable Order Form; these Terms; and the Documentation and any incorporated policies. No conflict between these documents will be resolved in a manner that expands Kaarvi’s obligations or reduces Customer’s obligations beyond what is expressly stated in the controlling document. 23. MISCELLANEOUS 23.1 Assignment. Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign in their entirety to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound. 23.2 Force Majeure. Neither party will be liable for delay or failure to perform (except payment obligations) caused by circumstances beyond its reasonable control. If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate the affected Order Form upon written notice. The affected party will use commercially reasonable efforts to mitigate and resume performance. 23.3 Notices. Any notice required under these Terms must be in writing and will be deemed given when delivered personally, sent by overnight courier, sent by email upon confirmation of transmission, or sent by certified mail upon confirmed delivery. 23.4 Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship. 23.5 No Waiver. No failure or delay in exercising any right will operate as a waiver. Any waiver must be in writing and signed by the granting party. 23.6 Severability. If any provision is held invalid, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force. The parties will negotiate in good faith a valid replacement. 23.7 Entire Agreement. These Terms, together with all applicable Order Forms, the Documentation, any applicable Data Processing Addendum, BAA, and any other written addenda executed by the parties, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous proposals, negotiations, understandings, representations, warranties, communications, and agreements, whether oral or written. 23.8 Headings; Interpretation. Headings are for convenience only. The words “include,” “includes,” and “including” will be deemed followed by “without limitation.” 23.9 Electronic Execution. These Terms and any related documents may be executed by electronic signature, click acceptance, or other electronic means permitted by Applicable Law, including the Texas Uniform Electronic Transactions Act. Electronic signatures will have the same legal effect as original signatures. 23.10 No Third-Party Beneficiaries. Except as expressly stated in these Terms with respect to Kaarvi Indemnitees under Section 14, these Terms are for the sole benefit of the parties and their permitted successors and assigns. No other person or entity has any right to enforce any term of these Terms as a third-party beneficiary or otherwise.