Accounts. In order to access and use the Services, Customer must register an account (" Account”). Customer represents and warrants that Customer is the current owner of all necessary rights in the data upload to such Account to allow the use of such data in the Account in accordance of the terms of these Terms and Conditions.  In registering an Account, Customer agrees to provide and maintain up to date information that is true, accurate, current, up to date, and complete.  In addition, Customer agrees that Customer will not (i) create an Account using a false identity or fictitious name or information, and/or (ii) create an Account or use the Services if Customer has been previously removed or banned by Capitol AI from use of the Services, or any part thereof.  Customer understands and agrees that Customer is solely responsible for maintaining the confidentiality of and protecting Customer’s password(s) for the Account.  Customer is solely responsible for any activity originating from the Account, regardless of whether such activity is authorized by Customer.  Customer agrees to notify Capitol AI immediately of any unauthorized use of the Account. Capitol AI reserves the right to limit the number of Accounts that can be created from a computer or mobile device and the number of computer or mobile devices that can access an individual Account.

Administrators; Authorized Users.  Customer must designate an administrator or administrators (each, an " Administrator”) to manage and administer the Account, including, without limitation, inviting Customer’s employees, contractors, and/or agents, to access and use the Services as an authorized user of the Account (" Authorized Users”).  For the avoidance of doubt, "Authorized Users” as used in this Agreement, include Administrators.  In addition, an Administrator may set certain permissions and access rights to each Authorized User (" Permissions”).  Customer acknowledges and agrees that depending on the Permissions granted to an Authorized User, such Authorized User may (i) subsequently invite or enable other Authorized Users with the same access and ability to use the Services, and such additional Authorized User will be deemed an Authorized User of the Account; and/or (ii) have the ability to view the data in the Account, and information and content from any Third Party Integrations (defined below in Section 1.10) that are connected to the Account.  Customer acknowledges and agrees that Customer is solely responsible and liable for inviting Authorized Users and the Permissions granted to Authorized Users by the Administrator(s) of the Account.  Customer agrees that it shall not permit any person other than Authorized Users to access and use the Services and will ensure that its Authorized Users use the Services solely in accordance with this Agreement.  Customer acknowledges and agrees that Customer is solely responsible for the use of the Services by any Authorized User will be deemed a breach by Customer.

Subscriptions.  Capitol AI will provide access to the Services in accordance with the subscription plan purchased by Customer from Capitol AI (the " Subscription”).  Each Subscription shall begin on the date Customer enrolled for the Subscription, or on the start date specified in the applicable order form entered into by Customer and Capitol AI for the purchase of a Subscription, and continue for the applicable subscription period (e.g., monthly or annually) selected by Customer for such Subscription (the " Subscription Term”).  The Subscription Term shall automatically renew for successive periods equal to the initial Subscription Term, unless Customer provides Capitol AI with written notice of non-renewal or termination at least thirty (30) days prior to the expiration of Customer’s then-current Subscription Term.

Access to the Services. Subject to the terms of this Agreement, Capitol AI hereby grants Customer a personal, non-exclusive, non-transferable, non-sublicensable, revocable limited right during the Subscription Term to access and use, and permit its Authorized Users to (i) access and use, the Platform, for Customer, and (ii) access and view the Capitol AI Content (defined in Section 4.1), made available through the Platform, in each case, solely for Customer’s internal business purposes and in accordance with the terms of this Agreement.

Access to Beta-Version and Features.  From time to time, Capitol AI, in its sole discretion, may make certain beta versions of and/or beta features and/or functionality of the Services available to Customer to try at its option at no additional charge which are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description (collectively, " Beta Version and Features”).  If Customer elects to access Beta Version and Features made available to Customer by Capitol AI, Capitol AI grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Beta Version and Features solely for Customer’s internal evaluation and subject to any and all technical limitations implemented in the Beta Versions and Features and/or other usage parameters or restrictions specified by Capitol AI for the Beta Version and Features.  In addition to the restrictions set forth in Section 1.6 below, Customer shall not access and/or use the Beta Version and Features (i) for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose, or (ii) without the express prior written approval of Capitol AI if Customer is a direct competitor of Capitol AI.  In addition, Customer acknowledges and agrees that the Beta Versions and Features and any Feedback (as defined below in Section 4.3) regarding the Beta Versions and Features are the confidential information of Capitol AI and Customer shall not disclose any such confidential information to any third party.  BETA VERSION AND FEATURES ARE PROVIDED AS-IS, ARE NOT SUPPORTED, AND MAY BE SUBJECT TO ADDITIONAL TERMS AS SPECIFIED BY CAPITOL AI IN WRITING AND/OR IN THE APPLICABLE DOCUMENTATION FOR THE BETA VERSION AND FEATURES.  Capitol AI reserves the right to terminate Customer’s access to any Beta Versions and Features at any time, for any reason.

Restrictions and Prohibited Uses. Customer agrees that Customer will not, and it will not permit any third party (including, without limitation, any Authorized User) to: (i) modify, adapt, translate or create derivative works based on the Services (or any part thereof), including, without limitation, any Beta Versions and Features, or any related documentation; (ii) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform, including, without limitation, any Beta Versions and Features; (iii) distribute, license, sublicense, assign, transfer or otherwise make available to any third party the Services (or any part thereof), including, without limitation, any Beta Versions and Features, or any related documentation; (iv) remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Capitol AI or its suppliers on or within the Platform, including, without limitation, any Beta Versions and Features and/or related documentation; (v) interfere with or disrupt the integrity or performance of the Services (or any part therefor), including, without limitation, any Beta Versions and Features, or any system, network or data or cause or aid in the cause of the destruction, manipulation, removal, disabling, or impairment of any portion of the Services; (vi) attempt to gain unauthorized access to the Services (or any part thereof), including, without limitation, any Beta Versions and Features, or related systems or networks; (vii) frame or utilize framing techniques to enclose the Platform and/or any Beta Versions and Features, or any portion thereof; (viii) use any meta tags, "hidden text", robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the Platform, including, without limitation, any Beta Versions and Features, content, or the personal information of others without Capitol AI’s prior written permission or authorization; (ix) use the Services (or any part thereof) to hack, spam, or phish Capitol AI or Capitol AI’s other users; (x) use the Services, including, without limitation, any Beta Versions and Features, to store or transmit any malicious or unsolicited code or software, or store, transmit or upload any material and/or content that is false, inaccurate, illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, infringing, libelous, tortious, or otherwise objectionable in Capitol AI’s reasonable opinion, or to store, transmit or upload any material or content that violates any third party’s intellectual property rights and/or privacy rights; (xi) impersonate any person or entity, use a fictitious name, or falsely state or otherwise misrepresent Customer’s affiliation with any person or entity; (xii) access or use the Services, including, without limitation, any Beta Versions and Features to build a competitive product or service; (xii) You are prohibited from inputting, uploading or creating anything that infringes third party content, are not authorized to use our platform to do so, and agree not to do so. It is your responsibility to ensure compliance with the foregoing; or (xiv) violate any applicable local, state, national or international law (including, without limitation, U.S. and foreign export laws concerning the transmission of technical data and other regulated materials) in Customer’s use of the Services.

Customer Data.  Customer understands and agrees that Capitol AI will collect data and information, which may include personally identifiable information in connection with Customer’s and/or its Authorized User’s use of the Services, but excluding Operational Metrics (collectively, " Customer Data”).  Customer grants to Capitol AI a non-exclusive, royalty-free, fully-paid, worldwide license to use and process Customer Data as reasonably necessary for Capitol AI to provide Customer the Services hereunder.  Customer acknowledges and agrees that as between Customer and Capitol AI, Customer is the data controller or business and Capitol AI is merely a data processor and/or service provider as such terms are defined pursuant to applicable data protection laws.  Any personally identifiable information provided or collected through or in connection with Services shall only be used in accordance with this Agreement and the Capitol AI Privacy Notice located at https://www.capitol.ai/privacy.  Customer represents and warrants that, with respect to any Customer Data (including, without limitation, any personally identifiable data), transmitted, hosted, stored or processed, or otherwise provided by Customer to Capitol AI in connection with Customer’s and its Authorized Users’ use of the Services: (i) Customer has all the rights necessary to grant the Capitol AI the licenses granted herein in and to Customer Data; (ii) Customer is in compliance with all applicable data laws, and (iii) Customer has made all disclosures to, and obtained all permissions and/or approvals from, each applicable data source as may be necessary or required to transmit such data through the Services. Customer shall retain all right, title, and interest in and to Customer Data.  Notwithstanding the foregoing, Customer Data does not include Operational Metrics (as defined in Section 4.2 below), and Customer acknowledges and agrees that Capitol AI may use and exploit any aggregated non-personally identifiable data or information collected or obtained from Customer’s and/or its Authorized Users’ use of the Services for any purpose.

Third Party Integrations.  The Services may contain links to, or otherwise allow Customer to integrate with and/or connect to and/or use certain third party products, services or software (including, without limitation, data products and services), which are subject to separate terms and conditions (collectively, " Third Party Integrations”).  If Customer does not agree to the applicable terms and conditions of the Third Party Integrations, including, without limitation, the Google Terms, Customer may not access or use the Third Party Integrations.  Capitol AI is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer’s access or use of any such Third Party Integrations, or Customer’s reliance on the privacy practices or other policies of such Third Party Integrations.  CAPITOL AI DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES ADVERTISED OR OFFERED THROUGH, OR IN CONNECTION WITH, THE SERVICE (INCLUDING, BUT NOT LIMITED TO, THIRD-PARTY INTEGRATIONS CONNECTED TO THE SERVICE), OR ANY HYPERLINKED WEBSITE OR SERVICE, AND CAPITOL AI WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN CUSTOMER AND THIRD-PARTY PROVIDERS OF SUCH THIRD PARTY PRODUCTS OR SERVICES AND/OR THIRD PARTY INTEGRATIONS

Changes and Modifications.  Capitol AI reserves the rights to either temporarily or permanently modify, suspend or discontinue the Services (or any part thereof) with or without notice. Customer agrees that Capitol AI will not be liable to Customer or to any third party for any modification, suspension or discontinuance of the Services (or any part thereof).

Fees.  Customer shall pay the applicable fees, if any, for the Subscription purchased by Customer.  Except as otherwise set forth in this Agreement, the fees payable by Customer for the Subscription will remain fixed during the Subscription Term unless Customer (i) exceeds the permitted user seats or other applicable usage limits of the Subscription, (ii) upgrades the Subscription, and/or (iii) subscribes to additional features or products.  In the event a price change applies, Customer will be charged at the start of the next billing cycle for such additional fees.  For the avoidance of doubt, Customer acknowledges and agrees that any downgrade to the Subscription shall not take effect until the next renewal date of the applicable Subscription Term, regardless of Customer’s billing cycle for such Subscription (i.e. for monthly Subscriptions, prior to the start of the next month, and for annual Subscriptions, prior to the start of the next year).  Subscriptions Plans shall renew at Capitol AI’s then-current pricing for such Subscription.

Payment Terms.  All fees are due and payable by Customer in advance, unless otherwise expressly and mutually agreed to by Customer and Capitol AI in writing.  Customer expressly agrees that Capitol AI is permitted to bill Customer the applicable fees, any applicable tax and any other charges Customer may incur with Capitol AI in connection with such Subscription, and Customer hereby authorizes Capitol AI to charge the fees to the credit card, or other payment method, Customer provides at the time the Subscription is purchased, in accordance with the billing terms in effect at the time a fee or charge is due and payable.  If payment is not received or cannot be charged to Customer for any reason in advance, Capitol AI reserves the right to suspend or terminate Customer’s and its Authorized User’s access to the Services, downgrade the Subscription and/or terminate this Agreement.  All fees are non-refundable and non-cancellable.

Taxes.  The fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, " Taxes”), and Customer is and shall be responsible for payment of all such taxes (other than taxes based on Capitol AI’s income), and any related penalties and interest, arising from the payment of the fees, the delivery of the Services, or performance of any services by Capitol AI hereunder.

Term.  The term of this Agreement commences on the Effective Date and will remain in effect during the Subscription Term (including any renewal thereof), or until terminated in accordance with this Agreement (whichever is sooner).  Each Subscription Term shall automatically renew as set forth in Section 1.3.

Termination.  Customers may terminate this Agreement and/or any Subscription by providing Capitol AI written notice of such termination at support@capitol.ai.  Customer acknowledges and agrees that notwithstanding any termination of this Agreement, the Subscription fees are non-refundable and non-cancellable.  At any time, Capitol AI may (i) suspend or terminate Customer’s and/or any Authorized User’s right to access or use the Services (or any part thereof), or (ii) terminate this Agreement with respect to Customer if Capitol AI, in good faith, believes that Customer has used the Services (or any part thereof) in violation of this Agreement, including any incorporated guidelines, terms or rules.

Effect of Termination.  Upon termination of this Agreement for any reason, all outstanding fees immediately becoming due and payable, including, without limitation, any Subscription fees due and payable for the remainder of the then-current Subscription Term, and Customer’s and its Authorized Users’ right to access and use the Services will automatically terminate.  In addition, provided that Customer has paid Capitol AI all amounts due and payable under this Agreement, Capitol AI will permit Customer to export a copy of the Customer Data and Customer Content, following Capitol AI’s receipt of Customer’s written request to export such Customer Data within thirty (30) days of the date of termination.  Thereafter, Company will have no obligation to retain Customer Data.  The following Sections will survive any termination or expiration of this Agreement: 1.1, 1.2, 1.6, 1.7, 1.8, 2, 3.3 and 4 through 15.

Ownership.  Capitol AI and/or its licensors shall retain all rights, title, interest, in and to and ownership of (i) any text, graphics, images, music, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services, including, without limitation, Operational Metrics, but excluding Customer Content and Customer Data (collectively, the " Capitol AIContent”), (ii) the Services, including, without limitation, the Platform, any Beta Versions and Features, and any accompanying user manuals or documentation (the " Documentation"), and Capitol AI Content, and any improved, updated, modified or additional parts thereof, and (iii) all copyright, patent, trade secret, trademark and other intellectual property and proprietary rights in and to the Services, Platform, Documentation and Capitol AI Content.  All rights that are not explicitly granted in this Agreement are reserved by Capitol AI and its licensors.

Analytics; Operational Metrics.  Customer acknowledges and agrees that Capitol AI may collect, analyze and use anonymized information, metrics, analytics, and data in connection Customer’s and/or its Authorized User’s use of the Services and/or derived from Customer Data for its own business purposes, such as improving, testing, and maintaining the Services, and developing additional products and services (" Operational Metrics”).  Customer grants to Capitol AI an irrevocable, perpetual, non-exclusive, fully-transferable, sublicensable, worldwide, royalty-free license to collect, analyze and/or use Analytics relating to its delivery of the Services and/or derived from, or related to, the Customer Data (collectively " Operational Metrics”) for internal, external, and public use.  Subject to Customer’s rights in and to Customer Data, Capitol AI, shall retain all right, title, and interest in and to Operational Metrics, and shall have a perpetual right to use and distribute Analytics and Operational Metrics only in aggregate, non-personally identifiable form that cannot be used to identify Customer or any of its individual Authorized Users.

Feedback.  To the extent that Customer and/or any Authorized Users provide or submit to Capitol AI any ideas, suggestions, improvements and/or other feedback regarding any aspect of the Services, Platform, Beta Versions and Features, Documentation, and/or Capitol AI Content including, without limitation, the functioning, features, and other characteristics thereof (collectively, " Feedback”), Customer hereby grants Capitol AI, its subsidiaries, affiliates and partners a worldwide, irrevocable, perpetual, royalty free, non-exclusive, sublicensable and transferable license under all Customer’s intellectual property rights in the Feedback to exploit and use for any purpose, without compensation or attribution.

Governing Law. This Agreement will be governed by the laws of the State of Delaware, United States of America without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from this Agreement.  Furthermore, this Agreement (including without limitation, the Platform and any software and services provided hereunder) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.

Disputes. Except as otherwise set forth in this Agreement, Customer agrees that any dispute between Customer and Capitol AI arising out of or relating to this Agreement, the Services (or any part thereof), including, without limitation, any Beta Versions and Features (collectively, " Disputes”) shall be governed by the provisions set forth in this Section.

Informal Resolution. Before resorting to formal dispute resolution in accordance with this Section, Customer agrees to first contact Capitol AI directly at 212-763-6638 or support@capitol.ai, to seek an informal resolution to any Dispute. In the event a Dispute is not resolved within thirty (30) days after submission, Customer or Capitol AI may institute arbitration in accordance with the procedures set forth in this Section.

Dispute Resolution. Any and all Disputes that cannot be resolved through informal resolution in accordance with Section 13.3 above shall be resolved exclusively through final, binding and confidential arbitration and shall take place in New York, New York unless otherwise mutually agreed to by the parties. The arbitration shall be conducted by the American Arbitration Association (AAA) in accordance with the arbitration rules then in effect, provided that the arbitrator and the parties shall comply with the following: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction.

Exception to Arbitration.   Notwithstanding anything in this Agreement to the contrary to the extent Customer and/or any Authorized User has in any manner violated or threatened to violate any of Capitol AI’s intellectual property rights, Capitol AI may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of New York, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and Customer hereby consents to the personal jurisdiction and exclusive venue in such courts.