Terms of Service

(a) "Account Information"

means information about you that you provide to us in connection with the creation or administration of Customer User Account. For example, Account Information includes BCI, usernames, and billing information associated with Customer User Account.

(b) "Administrator User(s)"

means those employees of Customer that are authorized by Customer to create Customer User Accounts on Customer's behalf through an Administrator User Account.

(c) "Administrator User Account"

means the administrator account for use by an Administrator User.

(d) "Affiliate"

means, with respect to a Party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.

(e) "Agreement"

has the meaning in the preamble hereof.

(f) "AI"

means any computational system software that can perform tasks typically requiring human intelligence, such as visual perception, speech recognition, decision-making, and natural language understanding. These systems include but are not limited to machine learning, large language models, algorithms, and pattern recognition systems.

(g) "Aire Labs", "we", "us" or "our"

has the meaning set out in the Order Form in the cover pages hereof.

(h) "Aire Labs Offering"

means the Products and Services, collectively or any part of them. The term “Aire Labs Offering” does not include any beta services, Trials, Customer Property or any Third-Party Products.

(i) "Aire Labs Property"

has the meaning set out in Section 3(c).

(j) "Aire Labs Solution"

means the services through: (i) which Aire Labs hosts and makes available Aire Labs' AI powered software-as-a-service known as “Aire Labs Solution” as described in an Order Form; and (ii) any component or Modification of the services referred to in subsection (i) hereof. The term “Aire Labs Solution” does not include any beta services, Trials, API, Customer Property, or any Third-Party Products.

(k) "Anonymous Data"

means data that is non-identifiable as to any individual and otherwise does not constitute “Personal Information” under Privacy Law.

(l) "API"

means application program interface.

(m) "Applicable Law"

means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.

(n) "BCI"

means Customer's and its Permitted Users' names, work titles, work phone numbers, and work email addresses associated with Customer User Account.

(o) "Claim"

means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand.

(p) "Customer", "you" or "your"

has the meaning set out in the Order Form in the cover pages hereof.

(q) "Customer Applications"

has the meaning set out in Section 2(h).

(r) "Customer Data"

means any data (other than Anonymous Data and Usage Data), information, content, records, and files that Customer or any of its Permitted Users loads or enters into, transmits to, or makes available to the Aire Labs Solution and includes Prompts.

(s) "Customer Personal Information"

means Customer's Personal Information.

(t) "Customer Property"

means Customer Data, Customer Applications, Output (to the extent permissible under Applicable Law) and Customer's Confidential Information.

(u) "Customer User Accounts"

means: (i) each user account created, by Aire Labs or an Administrator User, for employees of Customer that are permitted by Customer to access and use the Aire Labs Solution; and (ii) Administrator User Accounts.

(v) "Documentation"

means Aire Labs' manuals, instructions or other documents or materials listed in an Order Form that Aire Labs provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Aire Labs Offering, including any aspect of the installation, configuration, integration, operation, use, support or maintenance of them.

(w) "Force Majeure Event"

has the meaning set out in Section 2(f).

(x) "Governmental or Regulatory Authority"

means any national, provincial, state, county, municipal, quasi-governmental, or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, court or other law, rule or regulation-making entity having or purporting to have jurisdiction over any person or matter related to this Agreement.

(a) "Initial Subscription Term"

means the initial Subscription Term for the Products, as further detailed in Section 12(a) of these Terms of Service.

(b) "Intellectual Property Rights"

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

(c) "Loss" or "Losses"

means any and all losses, damages, Claims, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

(d) "Modifications"

and its variants means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations.

(e) "Order Form"

means Aire Labs-provided ordering document, online registration, order description or order confirmation referencing this Terms of Service.

(f) "Permitted Purpose"

has the meaning set out in Section 2(c).

(g) "Permitted User(s)"

means employees of Customer with a Customer User Account.

(h) "Personal Information"

means information about an identifiable individual.

(i) "Privacy Law"

means any Applicable Law that governs the privacy or security of Customer Personal Information.

(j) "Process"

and its variants means to collect, use, modify, retrieve, disclose, retain, store, delete or manage.

(k) "Products"

means the Aire Labs Solution and APIs, collectively or any part of them. The term “Products” does not include Services, beta services, Trials, Customer Property or any Third-Party Products.

(l) "Professional Services"

means the consulting, training and other professional services described in an Order Form.

(m) "Prohibited Data"

means any Personal Information.

(n) "Prompts"

has the meaning set out in Section 7.

(o) "Renewal Subscription Term"

means each recurring twelve (12) month period following expiration of the Initial Subscription Term, unless a different time period is specified in an applicable Order Form.

(p) "Renewal Term"

has the meaning set out in Section 12(a).

(q) "Services"

means the Professional Services, Support Services and Transition Services, collectively, and any part thereof. The term “Services” does not include Products, beta services, Trials, Customer Property or any Third-Party Products.

(r) "Subscription"

means a subscription to the Products specified in one or more Order Forms.

(s) "Subscription Commencement Date"

means the date for commencement of the Subscription to the applicable Products as set out in the applicable Order Form agreed to by the Customer.

(t) "Subscription Term"

means the Initial Subscription Term and all applicable Renewal Subscription Terms.

(u) "Term"

means the Initial Term and any Renewal Term.

(v) "Third-Party Products"

means third party products that are licensed under separate license terms and not under this Agreement, any other third party products including Third-Party Services.

(w) "Third-Party Services"

has the meaning set out in Section 2(f).

(x) "Transition Services"

has the meaning set out in Section 12(d).

(a) "Trials"

has the meaning set out in Section 2(a)(ii).

(b) "Usage Data"

means information and other data that is collected or generated by Aire Labs related to how individual users interact with the Aire Labs Offering, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior. Usage Data does not include any Customer Data or any Customer Personal Information.

(c) "Website"

means any websites used by Aire Labs to provide the Aire Labs Solution, including the website(s) located at https://airelabs.com, https://airelabs.studio, and https://airelabs.ai.

(a) Provisioning of the Aire Labs Solution

(b) Restrictions on Use

Customer will not itself, and will not permit others to:

• sub-license, sell, rent, lend, lease or distribute the Aire Labs Property or any Intellectual Property Rights therein, or otherwise make the Aire Labs Property available to any third parties other than its Permitted Users in accordance with this Agreement;
• use or access the Aire Labs Property: (A) in violation of any Applicable Law or Intellectual Property Rights; (B) in a manner that threatens the security or functionality of the Aire Labs Property; or (C) for any purpose or in any manner not expressly permitted in this Agreement;
• use the Aire Labs Offering for any personal, family or household use;
• use or access the Aire Labs Property to create, transmit, or Process any Customer Data that: (A) Customer does not have the lawful right to create, transmit or Process; (B) contains any Prohibited Data; or (C) violates any Applicable Law, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or
• input, upload, transmit or otherwise provide to or through the Aire Labs Property any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
• use or access the Aire Labs Property for purposes of benchmarking or competitive analysis of the Aire Labs Property;
• use or access the Aire Labs Property for the purpose of building a similar or competitive product or service; or
• perform any vulnerability, penetration or similar testing of the Aire Labs Property.

(c) Permitted Purpose

Customer may access and use the Aire Labs Property solely for Customer's internal use or such other additional permitted purpose as may be set out in an applicable Order Form (“Permitted Purpose”).

(d) Suspension of Access; Scheduled Downtime; Modifications

Aire Labs may from time to time and in its discretion, without limiting any of its other rights or remedies under this Agreement, or at law or in equity: (i) suspend Customer's access to or use of the Aire Labs Offering or any component of them: (A) for scheduled maintenance; (B) due to a Force Majeure Event; (C) if Aire Labs believes in good faith that Customer or any of its Permitted Users has violated any provision of this Agreement; (D) to address any emergency security concerns; (E) if required to do so by a Governmental or Regulatory Authority or as a result of a change in Applicable Law; or (F) for any other reason as provided in this Agreement; and (ii) make any Modifications to the Aire Labs Offering provided that such Modifications will not reduce the material functionality and performance of the Aire Labs Offering. Customer accepts all patches, bug fixes and updates made by or on behalf of Aire Labs to the Aire Labs Offering.

(e) Subcontracting

Aire Labs may engage third parties to provide the Aire Labs Offering or any part of them without consent of Customer and without notice to Customer. The delegating or subcontracting of all or any part of Aire Labs' obligations under this Agreement to any subcontractor will not relieve Aire Labs from any obligation or liability under this Agreement. Aire Labs will, subject to any confidentiality provisions under this Agreement or otherwise upon Customer's request, make available to Customer a list of Aire Labs' subcontractors who Process Customer Property to provide the Aire Labs Offering (“Sub-processors”), together with a description of the nature of services provided by each Sub-processor.

(f) Third-Party Products

The Aire Labs Offering leverages third party large language models, AI algorithms and platforms (“Third-Party Services”) to generate suggested text, information, results, images, and other materials (collectively, the “Output”) in response to your prompts (“Prompts”). Aire Labs does not make any representations with respect to Third-Party Services or any Output provided in connection therewith. Aire Labs is not responsible for Outputs, and you are responsible for checking Outputs for accuracy and suitability. The Outputs provided by the Products do not reflect the views, opinions, or recommendations of Aire Labs, our Affiliates or our personnel. Customer acknowledges and agrees that certain jurisdictions do not recognize intellectual property ownership in Outputs and as a result Aire Labs makes no representation or warranty that Customer will have full ownership of such Outputs. The Aire Labs Offering may include Third-Party Products from third parties. Some third-party providers may require Aire Labs to pass additional terms through to you. The third-party providers change their terms occasionally and new third-party providers are added from time to time. We may provide links to such third-party providers terms to you from time to time. You agree to comply with all applicable third-party terms therein. We cannot guarantee the continued availability of such Third-Party Products, data, services or features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a third-party providers ceases to make the third-party providers' Third-Party Products, data, features or services available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Aire Labs. Aire Labs is not responsible for any disclosure, Modification or deletion of Customer Property resulting from access by such third-party providers' Third-Party Products, data, features or services or its third-party providers.

(g) Professional Services

Aire Labs will perform the Professional Services set out in an applicable Order Form.

(h) API

(A) Use of APIs. (1) In order to use Aire Labs' APIs, Customer must first sign up with Aire Labs, agree to these Terms of Service, and receive an API key from Aire Labs (each, an “API Key”). Customer acknowledges that such API Keys are Aire Labs' Confidential Information (as defined below) and will not share Customer's API Keys with any third party without Aire Labs' prior consent. In addition, Aire Labs may revoke Customer's API Keys any time without Customer's consent. (2) Customer may incorporate Aire Labs' APIs into Customer's products and services and otherwise use Aire Labs' APIs in connection with its internal business purposes, provided such incorporation and use are done in accordance and in compliance with this Agreement and the related Documentation. (3) Unless otherwise set out in an Order Form, the number of calls Customer makes to Aire Labs' APIs during any given period may be limited, at Aire Labs' sole discretion, based on various factors that include the manner in which Customer makes calls to Aire Labs' APIs and the anticipated volume of use associated with Customer. (4) Aire Labs reserves the right to change Aire Labs' APIs and related Documentation at any time and without notice. Customer acknowledges and understands that these changes may require Customer to make changes to Customer's applications (“Customer Applications”) at Customer's own cost and expense. (5) Notwithstanding the foregoing, Aire Labs retains the right, at Aire Labs' sole discretion, to suspend or revoke Customer's or its Permitted Users' access to the Aire Labs' APIs, at any time and for any reason, including for: (A) violation of the terms of this Agreement, or any responsible use guidelines Aire Labs provides to Customer or are posted on the Website; (B) Customer's use of the Aire Labs' APIs contrary to the related Documentation; (C) scheduled maintenance; or (D) any emergency security concerns.

(B) Monitoring Usage of Aire Labs' APIs. (1) Customer acknowledges and agrees that Aire Labs may monitor Customer's or its Permitted Users' use of Aire Labs' APIs and that Customer will not block or otherwise interfere with Aire Labs' monitoring. (2) At Aire Labs' request, Customer will provide Aire Labs access to, and use of, Customer Application, at no cost to Aire Labs, for the purpose of monitoring or reviewing Customer Applications for compliance with this Agreement.

(a) Customer Property

Subject to the rights granted in this Section 3, Customer retains all right, title and interest including any Intellectual Property Rights in and to Customer Property.

(b) License to Aire Labs

Customer grants Aire Labs: (i) a non-exclusive, worldwide, royalty-free, irrevocable, transferable, sublicensable, and fully paid-up license during the Term to Process Customer Property to provide the Aire Labs Property and perform its obligations under this Agreement; and (ii) a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, transferable, sublicensable, and fully paid-up license to Process Customer Property to: (i) with the exception of Account Information, develop and improve the Aire Labs Property and other Aire Labs Property and new offerings; and (ii) produce or generate Usage Data and Anonymous Data. Aire Labs may Process the Anonymous Data and Usage Data for any purpose and without restriction or obligation to Customer of any kind. Anonymous Data and Usage Data are not Customer Data and are not Customer's Confidential Information.

(c) Aire Labs Property

Aire Labs or its licensors retain all right, title and interest, including any Intellectual Property Rights in and to: (i) the Aire Labs Offering; (ii) Anonymous Data; (iii) Usage Data; (iv) any reports or deliverables generated from the Aire Labs Offering; (v) Aire Labs' Confidential Information including API Keys; (vi) Documentation; and (vii) any Modifications to the foregoing (i) to (v), (collectively “Aire Labs Property”). All rights not expressly granted by Aire Labs to Customer under this Agreement are hereby reserved.

(d) Feedback

To the extent that Customer or any of its Permitted Users submit ideas, suggestions, documents, or proposals regarding the Aire Labs Offering to Aire Labs (“Feedback”), Customer acknowledges and agrees that: (i) the Feedback does not contain confidential or proprietary information and Aire Labs is not under any obligation of confidentiality with respect to the Feedback; and (ii) Aire Labs will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to Customer for such use.

(e) License to Customer

Subject to the terms and conditions of this Agreement, Aire Labs hereby grants to Customer, a revocable, non-exclusive, non-transferable, non-sub-licensable (other than to Permitted Users as provided herein), limited license during the Term to use the Documentation, API, reports or deliverables solely for the purpose of use and receipt of the Products.

(a) Privacy Policy

Customer understands that Account Information will be treated in accordance with Aire Labs' privacy policy located at https://airelabs.com/legal/privacy or such other place as may be updated by Aire Labs from time to time (the “Privacy Policy”). Aire Labs may, without Customer consent, revise its Privacy Policy from time to time, as is customary business practice in its field (e.g., to incorporate improvements in its solutions offerings or align its practices with changing regulatory requirements).

(b) Customer Personal Information

Without limiting Section 2(b)(iv)(B), Customer will not provide any Customer Personal Information to Aire Labs for any Aire Labs Offering.

(a) Administrator User Accounts

In order for Customer to access and use the Products, Aire Labs will issue one or more Administrator User Accounts to Customer that provides the Administrator User with the capability to create user accounts for Permitted Users on Customer's behalf.

(b) Responsibility for Permitted Users

Customer is responsible for identifying and authenticating all its Permitted Users and for ensuring only Permitted Users access and use the Products. Customer will promptly notify Aire Labs of any actual or suspected unauthorized use of the Products. Aire Labs reserves the right to deactivate or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose.

(c) Contractual Binding of Permitted Users

Customer will ensure that all its Permitted Users are contractually bound to terms and conditions with Customer that are no less restrictive or protective of Aire Labs' rights than those set forth in this Agreement.

(d) Compliance and Liability

Customer will be responsible for the compliance by its Permitted Users with this Agreement, all fees and charges incurred by its Permitted Users in connection with access to and use of the Products, and any and all activity occurring under the Customer User Accounts associated with its Permitted Users, including access to and use of the Products.

(e) Claims and Breach

Customer will ensure that none of the Permitted Users bring or maintain any Claim against Aire Labs, its shareholders, employees, officers, directors, Affiliates, agents, contractors, successors, and assigns and those of its Affiliates in respect of any matter related to or in connection with the subject matter of this Agreement. Customer will be liable for any breach by a Permitted User of this Agreement.

(a) Fees

Customer will pay to Aire Labs the fees described in the Order Forms (the “Fees”). Unless otherwise noted on an Order Form: (i) all Fees identified are in US dollars; (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant Subscription Term. If Customer's use of the Aire Labs Offering exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional Fees (pursuant to the terms of this Agreement), Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement.

(b) Changes to the Fees

Aire Labs reserves the right to change the Fees and institute new charges on each anniversary of the Effective Date upon providing not less than 30 days prior notice to Customer.

(c) Invoicing

Aire Labs will prepare and send to Customer, at the then-current contact information on file with Aire Labs, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced undisputed amounts within 30 calendar days of the invoice date.

(d) Disputed Invoices or Charges

If Customer believes Aire Labs has charged or invoiced Customer incorrectly, Customer must contact Aire Labs no later than 30 days after having been charged by Aire Labs or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.

(e) Late Payment

Except as provided in Section 7(d), Customer may not withhold or setoff any amounts due under this Agreement. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. If Customer fails to cure any nonpayment of undisputed Fees within 10 days after Aire Labs' written notice to Customer, Aire Labs may in its discretion, without limiting any of its other rights or remedies under this Agreement, or at law or in equity: (i) suspend Customer's access to the Products and any delivery of Professional Services and Support Services until all due and undisputed amounts are paid in full; or (ii) terminate this Agreement on immediate written notice to Customer, without incurring any obligation or liability to Customer or any other person by reason of such suspension or termination.

(f) Taxes

The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of Aire Labs.

(g) Suspension

Any suspension of the Aire Labs Offering by Aire Labs pursuant to this Agreement will not excuse Customer from its obligation to make payments under this Agreement.

(a) Definitions

For the purposes of this Agreement, a Party or any of its Affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be “Recipient”, the Party disclosing such information will be “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its Affiliates, and in the case of Aire Labs, any of its subcontractors, service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser's past, present or future customers, suppliers, technology or business, Aire Labs Property, this Agreement and where Discloser is Customer, Customer's Confidential Information includes Customer Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include any information that: (i) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (ii) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (iii) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (iv) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.

(b) Confidentiality Covenants

Recipient hereby agrees that during the Term and at all times following the Term it will: (i) not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except as permitted to Customer or Aire Labs personnel with need to know who are informed of the confidential nature of the Confidential Information and bound by confidentiality obligations no less stringent than this Agreement; (ii) not use Confidential Information of Discloser or permit it to be used for any purpose except to exercise its rights or perform its obligations under this Agreement; (iii) not alter or remove from any Confidential Information of Discloser any proprietary legend; and (iv) take measures to protect the confidentiality and security of the Confidential Information of Discloser that are no less stringent than the measures it takes to protect its own Confidential Information of comparable sensitivity.

(c) Exceptions to Confidentiality

Notwithstanding Section 8(b), Recipient may disclose Discloser's Confidential Information: (i) if and to the extent legally compelled or required by a Governmental or Regulatory Authority or otherwise required by Applicable Law, provided that Recipient must first provide Discloser with prompt prior written notice (except where prohibited) and reasonably cooperate with Discloser to protect against or limit such disclosure; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services; or (iii) in the case of Aire Labs, to potential assignees, acquirers or successors or to its subcontractors and Sub-processors in order to provide the Aire Labs Offering, provided that such disclosed Customer's Confidential Information remains subject to the confidentiality protections in this Section.

(d) Injunction and other equitable relief

Each of the Parties acknowledge that disclosure of Discloser's Confidential Information or any other breach of this Section 8 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each Party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 8 and to the specific enforcement of the terms of this Section 8, in addition to any other remedy to which Discloser would be entitled.

(e) Return of Confidential Information

Upon written request by a Discloser or upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 12(c)) of the other Party in its possession or control within a reasonable amount of time in accordance with Recipient's data destruction practices. Notwithstanding the foregoing, Aire Labs may retain any electronically archived Customer's Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 8. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 8.

(a) Customer Warranty

Customer represents, warrants, and covenants to Aire Labs that Customer has obtained and provided, and will continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and will continue to have all necessary authority in and relating to the Customer Data (including Account Information) for Aire Labs to perform its obligations and exercise its rights under this Agreement in compliance with Applicable Law, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and will inform Aire Labs immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon.

(b) Disclaimer

AIRE LABS DOES NOT WARRANT THAT THE AIRE LABS OFFERING WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE AIRE LABS OFFERING EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE AIRE LABS OFFERING (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY AIRE LABS TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY PRODUCT IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY PRODUCT PROVIDER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AIRE LABS HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, AIRE LABS EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER'S USE OF THE AIRE LABS OFFERING (OR ANY PART OF THEM), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER. SOME INFORMATION MAY CONTAIN THE OPINIONS OF THIRD PARTIES, AND IS NOT RESPONSIBLE FOR THESE OPINIONS. YOUR DECISIONS MADE IN RELIANCE ON THE AIRE LABS OFFERING, DATA, DOCUMENTATION OR YOUR INTERPRETATIONS OF DATA ARE YOUR OWN FOR WHICH YOU HAVE FULL RESPONSIBILITY. WE ARE NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY DECISIONS BY YOU OR ANYONE ACCESSING THE AIRE LABS OFFERING THROUGH YOU MADE IN RELIANCE ON THE AIRE LABS OFFERING, INCLUDING FINANCIAL, TAX, ACCOUNTING, LEGAL, COMPLIANCE, OR ANY OTHER PROFESSIONAL ADVICE. YOU AGREE THAT YOU USE THE AIRE LABS OFFERING AT YOUR OWN RISK IN THESE RESPECTS. YOU ARE SOLELY RESPONSIBLE FOR THE PREPARATION, CONTENT, ACCURACY AND REVIEW OF ANY DOCUMENTS, DATA, OR OUTPUT PREPARED OR RESULTING FROM THE USE OF THE AIRE LABS OFFERING AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE DATA CONTAINED IN OR GENERATED BY THE AIRE LABS OFFERING. ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. GIVEN THE PROBABILISTIC NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, USE OF ANY OF AIRE LABS PROPERTY MAY IN SOME SITUATIONS RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. CUSTOMER SHALL EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR ITS USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT AND CONTENT. DUE TO THE NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE AIRE LABS OFFERING OR ANY OTHER OF AIRE LABS PROPERTY MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER OR A THIRD PARTY. OTHER CUSTOMERS MAY ALSO ASK SIMILAR QUESTIONS AND RECEIVE THE SAME RESPONSE. RESPONSES THAT ARE REQUESTED BY AND GENERATED FOR OTHER USERS ARE NOT CONSIDERED CUSTOMER'S CONTENT.

(a) Aire Labs Indemnity

Aire Labs will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any Claims by a third party (other than an Affiliate of a Customer Indemnitee) that arise from or relate to any allegation that the Products infringe any third party Intellectual Property Rights. The foregoing obligation does not apply to any Claims or Losses arising out of or relating to any: (A) incorporation of a Product into, or any combination, operation, or use of a Product with, any products or services not provided or authorized by Aire Labs; (B) Modification of a Product other than by Aire Labs or with Aire Labs' express written approval; (C) unauthorized use of a Product; (D) Third-Party Products or Outputs; or (D) Losses covered by the Customer's indemnity obligations in Section 10(b). This Section 10(a) is Aire Labs' sole and exclusive liability, and any Customer Indemnitee's sole and exclusive remedy for any infringement or misappropriation of any third party Intellectual Property Rights.

If the Product is, or in Aire Labs' opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights, or if Customer's use of the Product is enjoined or threatened to be enjoined, Aire Labs may, at its option and sole cost and expense: (A) obtain the right for Customer to continue to use the Product materially as contemplated by this Agreement; (B) Modify or replace the Product, in whole or in part, to seek to make the Product (as so modified or replaced) non-infringing, in which case such modifications or replacements will constitute the Product under this Agreement; or (C) if Aire Labs determines that neither of the foregoing two options are reasonably available, then this Agreement may be terminated by Aire Labs and Aire Labs' sole liability, in addition to the indemnification obligations herein, will be to refund prepaid unused Fees attributable to the Aire Labs Solution that were to be provided after the effective date of termination. The foregoing is in lieu of any representation, covenants or warranties of noninfringement, which are disclaimed.

(b) Customer Indemnity

Customer will defend, indemnify and hold harmless Aire Labs, its Affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a “Aire Labs Indemnitee”) from and against any and all Losses incurred by a Aire Labs Indemnitee arising out of or relating to any Claim by a third party (other than an Affiliate of a Aire Labs Indemnitee) that arise from or relate to: (i) breach of Sections 2(b), 4(b), 5, 9(a), or 13(d); (ii) Customer's business operations; (iii) Customer Property; or (iv) unauthorized use of the Products by Customer or any of its Permitted Users.

(c) Indemnification Procedure

Each Party will promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to this Section 10. The Party seeking indemnification (the “Indemnitee”) will cooperate with the other Party (the “Indemnitor”) at the Indemnitor's sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Claim (although the Indemnitor will not settle any Claim without the Indemnitee's prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 10(c) will not relieve the Indemnitor of its indemnity obligations under this Section 10 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

(a) Amount

IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY (INCLUDING ANY PREVIOUSLY PAID LOSSES) OF AIRE LABS IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE AIRE LABS SOLUTION IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO THE LOSSES. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL AIRE LABS' THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

(b) Type

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL AIRE LABS BE LIABLE TO CUSTOMER OR ANY OF ITS PERMITTED USERS FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

(a) Term

This Agreement will commence on the Effective Date and continue to be in effect for a period of one year (the “Initial Term”), unless terminated earlier in accordance with this Agreement. This Agreement will automatically renew for successive periods of one year (each a “Renewal Term”), unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Term.

Initial Subscription Term for the Aire Labs Solution and other applicable Products, commences on the Subscription Commencement Date set out in the Order Form and will continue for the Initial Subscription Term as set out in the applicable Order Form. Except as otherwise specified in an Order Form, Subscriptions to the Aire Labs Solution and other applicable Products will automatically renew for the Renewal Subscription Term, unless and until either Party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Order Forms are conterminous with the Subscription Term. Order Forms executed by the Parties after the Subscription Commencement Date of the first Order Form agreed by the Parties are conterminous with the Subscription Term of such first Order Form.

(b) Termination for Cause

Either Party may terminate this Agreement, by giving to the other Party written notice of termination upon the occurrence of any of the following events: (A) the other Party breaches or defaults on any of the material terms or conditions of this Agreement (including Customer's payment obligations under Section 10) and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured (including Customer's breach of Sections 2(b), 4(b), 5, 9(a), or 13(d)) such termination will be effective immediately; (B) the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or (C) any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution. Notwithstanding the foregoing, Aire Labs may terminate this Agreement immediately: (i) if required by Applicable Law; or (ii) as otherwise permitted in this Agreement.

(c) Termination for Convenience by Customer

Following the expiration of the Initial Term, Customer may terminate this Agreement at any time and for any reason, without liability or penalty by providing at least 30 days advance written notice to Aire Labs. Provided that upon termination by Customer under this Section, Aire Labs will not be required to refund any prepaid Fees paid and Customer will pay all remaining Fees for the then current Term.

(d) Effect of Termination

Upon the effective date of the expiration or termination of this Agreement, including any Order Form for Transition Services (the “Termination Effective Date”): (i) Customer will immediately cease (and ensure that all its Permitted Users immediately cease) accessing or using the Products; (ii) Customer will return any Aire Labs Property in its possession and certify in writing to Aire Labs that the Aire Labs Property has been returned; (iii) no new Order Forms may be agreed to or entered into by the Parties and all Order Forms will terminate; (iv) all Fees due and payable and any amounts due to Aire Labs are immediately due and are to be immediately paid by Customer to Aire Labs. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund; and (v) if Customer requests in writing at least 30 days prior to the Termination Effective Date and provided that Customer has paid all Fees due and payable as at the Termination Effective Date: (A) Aire Labs will make all Customer Data available to Customer for electronic retrieval for a period of 30 days and subject to payment of Fees by Customer. Following such 30-day period Aire Labs will delete any Customer Data that remains in the hardware or systems used by Aire Labs to provide the Products. Notwithstanding anything to the contrary in this Agreement, Aire Labs may retain Customer Data to the extent and so long as required by Applicable Law and Aire Labs may retain Customer Data in its backups, archives and disaster recovery systems until such Customer Data is deleted in the ordinary course, provided that all such Customer Data will remain subject to all confidentiality requirements of this Agreement; and (B) Aire Labs will perform additional transition services (“Transition Services”), provided that such Transition Services are mutually agreed upon in a statement of work attached to an Order Form that is executed by the Parties.

(e) Survival

The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Reservation of Rights and License Grants), Section 4 (Privacy), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Customer Warranty; Disclaimer), Section 10 (Indemnities), Section 11 (Limitation of Liability), Section 12(d) (Effect of Termination), Section 13 (General Provisions), and this Section 12(e) (Survival).

(a) Notices

Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Aire Labs, to the address below; and (ii) if to Customer, to the current postal or email address that Aire Labs has on file with respect to Customer. Aire Labs may change its contact information by posting the new contact information on the Aire Labs' Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Aire Labs current at all times during the Term.

(b) Assignment

Customer will not assign or transfer this Agreement, or transfer or subcontract any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Aire Labs. Any purported assignment or delegation by Customer to any third party in violation of this Section will be null and void. Aire Labs may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of Customer. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

(c) Governing Law and Attornment

This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing, Aire Labs may: (i) seek remedies to collect unpaid Fees from Customer; and (ii) seek remedies with respect to a violation of Aire Labs' Intellectual Property Rights or Section 8 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

(d) Export Restrictions

Neither Customer nor any of its Permitted Users are listed under any Canadian economic sanctions law or regulation or owned or controlled by any such person. Customer will not allow access to the Products other than in accordance with the terms of this Agreement. Customer will comply with all economic sanctions and export control laws and regulations under Applicable Law that may apply to its access to or use of the Products. Aire Labs makes no representation or warranty that the Products may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.

(e) Construction

Except as otherwise provided in this Agreement, the Parties' rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of a Party in this Agreement, mean the right of such Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.

(f) Force Majeure Event

Neither Party will be liable for delays caused by any event or circumstances beyond that Party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that Party's employees), Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in law preventing or limiting the provision of the Aire Labs Offering or which would make the provision of the Aire Labs Offering economically unviable (“Force Majeure Event”). This Section does not apply to any of Customer's obligations under Section 7 (Fees and Payment). In the event of any failure or delay caused by a Force Majeure Event, the affected Party will give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

(g) Severability

Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.

(h) Waiver

A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(i) Further Assurances

Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

(j) Entire Agreement

This Agreement (including all Order Forms) constitutes the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer's procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Aire Labs Offering; and (ii) do not override or form a part of this Agreement (including any Order Form).

(k) Amendments

No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. Notwithstanding the preceding sentence, Aire Labs may unilaterally amend this agreement, in whole or in part (each, an “Amendment”), by giving Customer 30 days prior notice of such Amendment or posting notice of such Amendment on the Website. Unless otherwise indicated by Aire Labs, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to Customer or is posted on the Website (whichever is the earlier).

(l) Customer Lists

Aire Labs may identify Customer by name and logo as a Aire Labs customer on Aire Labs' Website and on other promotional materials. Any goodwill arising from the use of Customer's name and logo will inure to the benefit of Customer.

(m) Order of Precedence

To the extent of a conflict between this Terms of Service and any Order Forms, attachments or exhibits attached hereto: (i) in respect of Section 2(b) (Restrictions on Use), Section 3 (Reservation of Rights and License Grants), Section 4 (Privacy), Section 5 (Customer User Account; Responsibility for Permitted Users), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Customer Warranty; Disclaimer), Section 10 (Indemnities), Section 11 (Limitation of Liability), Section 12(e) (Survival) and Section 13 (General Provisions, including this Section 13(m)), this Terms of Service will prevail; and (ii) for all other Sections, unless the Order Form expressly states that it modifies or varies this Terms of Service, this Terms of Service will prevail.

(n) Third Party Beneficiaries

Nothing contained in this Agreement, expressed or implied, is intended to confer on any person other than the Parties hereto (other than our third party providers, our licensors and the Indemnitees identified in Section 10(c) or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities pursuant to, or by reason of, this Agreement.

(o) Independent Contractors

Aire Labs' relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.

(p) English Language

The Parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the Parties further to negotiation, and were not imposed by either Party, even when drawn up by one of the Parties. The Parties further confirm that it is the express wish of all Parties that this Agreement, all documents related to this Agreement and all communications between the Parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n'ont pas été imposées par l'une ou l'autre des parties, même lorsque rédigées par l'une des parties. Les parties confirment également que c'est la volonté expresse des parties que la présente entente, tout document s'y rattachant et toute communication entre les parties dans le cadre de l'exécution de cette entente soient uniquement en anglais.