Frantelligence AI is a software platform that leverages machine learning, algorithms, and artificial intelligence models to optimize franchise operations.

1.1 Binding Agreement
This Agreement becomes binding when either:
(a) the Customer checks the box next to "I agree to the Terms of Use and Licensing Agreement" and clicks the purchase button; or
(b) an authorized representative of the Customer signs this Agreement.
In either case, the Customer agrees to be legally bound by all terms, conditions, and policies referenced herein.

1.2 Effective Date.
This Agreement becomes effective on the date the Customer accepts it by completing the purchase (the "Effective Date"). If the Customer does not agree to the terms of this Agreement, they must not complete the purchase or access the Services.

2.1 Ordering Process.

Services are purchased as stated in an Order in the manner established for each of the Services. Each Order will include the specific Services ordered by Customer, including, as applicable, the purchased Services, number of units, and the time period for which such Order applies. Specific details and procedures for purchasing Services may vary.

2.2 Permitted Use.

During a Subscription Term, subject to Customer's compliance with the terms of this Agreement, Customer may access and use the Services only for its internal business purposes in accordance with the Documentation, this Agreement, and any limitations set forth in an Order.

2.3 Remote App.

During the Subscription Term, subject to Customer's compliance with the terms of this Agreement, the Documentation, and any limitations set forth in an Order, Vendor grants Customer a limited, non-transferable, revocable, non-exclusive, non-sublicensable right and license for each User to:
(a) download any Remote App onto a Supported Device; and
(b) use the Remote App for the sole purpose of accessing and using the applicable Service.
Users are responsible for installing all Updates Vendor makes available to the Remote App. Failure to install all Updates to the Remote App will void the Performance Warranty (as defined in Section 12.1 below).

2.4 Users.

Only Users, using the mechanisms designated by Vendor ("Log-in Credentials"), may access and use the Services. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users' compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Vendor's breach of this Agreement). Customer will promptly notify Vendor if it becomes aware of any compromise of any Log-in Credentials. Vendor may Process Log-in Credentials in connection with Vendor's provision of the Services or for Vendor's internal business purposes.

2.5 Restrictions.

Customer will not (and will not permit anyone else to) do any of the following:
(a) provide access to, distribute, sell, or sublicense a Service to a third party (other than Users);
(b) use a Service on behalf of, or to provide any product or service to, third parties;
(c) use a Service to develop a similar or competing product or service;
(d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to a Service, except to the extent expressly permitted by Law (and then only with prior notice to Vendor);
(e) modify or create derivative works of a Service or copy any element of a Service (other than authorized copies of the Remote App); except for authorized use of Customer-Specific AI Output as described in Section 4 and 14, provided such use does not include reverse engineering or reuse of Frantelligence's templates, prompts, or systems.
(f) remove or obscure any proprietary notices in a Service;
(g) publish benchmarks or performance information about a Service;
(h) interfere with the operation of a Service, circumvent any access restrictions, or conduct any security or vulnerability test of a Service;
(i) transmit any viruses or other harmful materials to a Service;
(j) take any action that risks harm to others or to the security, availability, or integrity of a Service; or
(k) access or use a Service in a manner that violates any Law.
Additionally, Customers must not use a Service with Prohibited Data or for High Risk Activities. Customer acknowledges that the Services are not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Vendor is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Vendor has no liability for Prohibited Data or use of a Service for High Risk Activities.

2.6 Platform Administration Access.

To facilitate onboarding, configuration, technical support, and quality assurance, Vendor personnel may access Customer's workspace environment within the Services ("Administrative Access") using Vendor's own authentication credentials. Administrative Access:

(a) is performed solely for the purpose of delivering Services, and is limited to Vendor employees or contractors who have a legitimate need for such access in connection with Customer's account, as reasonably determined by Vendor;

(b) is logged in Vendor's internal access audit system, which records the personnel member, the workspace accessed, the time of entry, and the time of exit or automatic expiration;

(c) is time-limited and will automatically expire no later than eight (8) hours after initiation, subject to Vendor's right to terminate any session earlier at its discretion or upon Customer request;

(d) does not affect Customer's billing, usage allocations, or cost pools, which remain tied solely to the accessing personnel member's own Vendor account;

(e) does not constitute a sale, transfer, or disclosure of Customer Data to any third party; and

(f) is subject to the same confidentiality obligations that apply to Vendor under Section 17 of this Agreement.

Customer may request a written summary of Administrative Access events by submitting a request to Vendor's support team. Vendor will provide such summary within ten (10) business days of the request, covering the preceding twelve (12) months, to the extent such records are available within Vendor's standard log retention period.

Unless stated otherwise in an Order, Vendor will make Updates to Services as Vendor makes them available to its customers of the applicable Services generally. Customer's purchase of access to Services is not contingent on the delivery of any future functionality or features or dependent on any oral or written public or private comments made by Vendor regarding future functionality or features of the Services. From time to time, Vendor, in its sole discretion, may make available Upgrades under additional or different terms. Nothing in this Agreement obligates Vendor to make Upgrades available to Customer as part of the Services or otherwise unless specifically included in an Order.

4.1 Use of Customer Data

Customer retains ownership of all Customer Data submitted to the Services, including any Customer-Specific AI Output (defined in Exhibit A) generated solely from their inputs. Frantelligence retains ownership of all underlying models, prompt engineering, templates, and any Derivative AI Models trained on Aggregated or anonymized data from multiple Customers. Customer-Specific AI Output belongs to the Customer, but Frantelligence may use anonymized or Aggregated elements of such Output for system training and improvements as permitted in this Agreement.

Frantelligence maintains secure data systems for long-term storage of Customer Data, including, but not limited to, documents uploaded by the Customer and data retrieved via API integrations. Frantelligence may retain records of data access and processing logs for compliance, security monitoring, fraud prevention, and improvement of services.

Frantelligence may store Customer inputs and outputs for the purpose of making them available to the Customer as part of the Services. Frantelligence may analyze anonymized and aggregated usage patterns solely to enhance the functionality, security, and performance of the Services.

Frantelligence may use Customer Data to train or refine AI models accessible solely by that Customer (i.e., private model tuning), provided that such models are not used to serve other customers unless expressly authorized in writing.

For clarity, nothing in this Agreement shall restrict Frantelligence's rights to create, own, or use derivative works, insights, or data outputs that are derived from Customer Data, provided such outputs do not include or reveal identifiable Customer Data and are used in accordance with this Agreement.

Frantelligence does not sell Customer Data, Personal Information, or AI Output to third parties.

4.1.1 Additional Permitted Uses
In addition to the uses expressly outlined in this Agreement, and without limiting any other rights granted herein, Frantelligence may use Customer Data (including AI Output, usage metrics, documents, submissions, system interactions, and related metadata) for any lawful business purpose reasonably related to the delivery, improvement, development, analysis, support, or expansion of the Services or any future offerings. Such purposes may include, without limitation:
(a) developing, testing, or deploying new features, modules, or enhancements to existing or future Services;

(b) improving system functionality, performance, security, or reliability;

(c) conducting diagnostics, benchmarking, analytics, internal research, or usage analysis;

(d) assisting or responding to customer support inquiries, disputes, or troubleshooting needs;

(e) ensuring compliance with applicable laws, regulations, or industry standards;

(f) detecting, investigating, mitigating, or preventing misuse, abuse, fraud, or security vulnerabilities; and

(g) generating anonymized, aggregated insights or statistical data for use in research, product marketing, or benchmarking.
Such use is permitted only if:
(i) it is reasonably necessary to deliver, maintain, or enhance the Services;

(ii) it does not result in public disclosure of identifiable Customer Data without the Customer's prior written consent; and

(iii) it is subject to the same confidentiality and security obligations set forth in this Agreement.
Nothing in this Section shall be interpreted to limit Frantelligence's rights to use anonymized, aggregated, or de-identified data for analytics, benchmarking, marketing, or other business purposes, provided such use does not result in public disclosure of Customer's Personal Information. Additionally, nothing herein shall limit Frantelligence's ability to use data or metadata that does not constitute Customer Data under applicable law.
All Customer-Specific AI Output is provided "as-is" and is subject to the disclaimers set forth in Section 7 and Section 12.3.

4.1.2 Model Training and Product Development
Frantelligence may use anonymized, de-identified, or aggregated Customer Data—including, without limitation, financial data, operational materials (such as SOPs, best practices, and manuals), usage patterns, document structures, system interactions, and AI Outputs—for the purposes of developing, training, testing, or refining general-purpose AI models and related Services. Such use shall not include any information that reasonably identifies a specific Customer or User and shall remain subject to the confidentiality and security obligations outlined in this Agreement.

4.1.3 Waiver of Claims on Anonymized Learnings
Customer waives and releases any claim to ownership, royalties, attribution, or control over any AI model, insight, template, output, or tool developed by Frantelligence using anonymized, de-identified, or Aggregated Customer Data under this Agreement, provided such use does not disclose identifiable Customer Data.
Frantelligence may retain and continue to use anonymized, de-identified, or Aggregated Customer Data, and any resulting improvements to its AI models or Services, even after termination of this Agreement, provided such use does not include identifiable Customer Data. Frantelligence shall not be required to delete model weights, insights, or derivative learnings already incorporated into its Services through prior use of anonymized or Aggregated Customer Data.

4.1.4 Public Benchmarking
Frantelligence may publish benchmarking or statistical insights derived from anonymized and aggregated Customer Data, provided that no individual Customer or User is reasonably identifiable from the published data.

4.2 Security & Data Retention

Frantelligence will implement and maintain commercially reasonable security measures to protect Customer Data from unauthorized access or use. Customer Data stored will be retained for the duration of the Customer's subscription unless the Customer requests deletion or as required by applicable laws. Vendor also maintains records of Administrative Access sessions (as described in Section 2.6) as part of its access control and security logging practices.

Customer is responsible for its Customer Data, including its content and accuracy, and will comply with Laws when using the Services. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Vendor to Process Customer Data set forth in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data.

6.1 Vendor may immediately suspend Customer's access to any or all of the Services if:
(a) Customer breaches Section 2.5 (Restrictions) or Section 5 (Customer Obligations);
(b) Customer's account is 30 days or more overdue;
(c) changes to Laws or new Laws require that Vendor suspend a Service or otherwise may impose additional liability on the part of Vendor; or
(d) Customer's actions risk harm to any of Vendor's other customers or the security, availability, or integrity of a Service.
Where practicable, Vendor will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, Vendor will restore Customer's access to the Service(s).

6.2 Termination at Vendor's Discretion.

In addition to the rights under Section 6.1, Vendor may, in its sole discretion, terminate this Agreement (including any or all Orders) and cease providing the Services, for any or no reason, upon notice to Customer. Unless otherwise required by Law, Vendor shall have no liability to Customer for exercising this right. If terminated without cause, Customer will retain access through the end of the current Subscription Term and will receive a pro-rata refund of any prepaid, unused fees for the remainder of the applicable Subscription Term as set forth in Section 6.3. Vendor may terminate this Agreement immediately if Customer violates Section 2.5 (Restrictions) or engages in fraudulent, illegal, or security-compromising activities, in which case no refund will be provided.

6.3 Effect of Termination

If Frantelligence terminates this Agreement without cause, it will provide a pro-rata refund of any prepaid, unused fees for the remainder of the applicable Subscription Term. If Customer terminates under Section 12.2 (Warranty Remedy), the same refund terms will apply. No refunds will be provided for terminations due to Customer's breach of the Agreement. These are the exclusive refund rights under this Agreement.

Frantelligence's AI features are provided solely for Customer's internal business use. Customer is solely responsible for reviewing and verifying all AI-generated output ("Customer-Specific AI Output") for accuracy, legality, and appropriateness for their specific use cases. Customer-Specific AI Output may be similar or identical to outputs generated for other customers.
Frantelligence makes no representations or warranties regarding the accuracy, completeness, or fitness of any Customer-Specific AI Output, and disclaims liability for any decisions made or actions taken based on such output. No Professional Advice. The Services (including all AI-generated output, templates, dashboards, recommendations, or other content) are provided solely for general informational purposes. Frantelligence does not provide legal, accounting, financial, human-resources, or other professional services or advice, and no fiduciary, attorney-client, or other professional relationship is created. Customer must obtain qualified professional counsel before acting on any AI Output where professional judgment is reasonably required.

Customers will provide and maintain any Customer Systems.

9.1 Customer Responsibility for Integrations and Third-Party Platforms

Use of Third-Party Platforms is subject to Customer's agreement with the relevant provider and not this Agreement. Vendor does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Services, Customer authorizes Vendor to access and exchange Customer Data with such Third-Party Platform on Customer's behalf.

Customers acknowledge that the use of Third-Party Platforms is at their own risk. Vendor does not guarantee compatibility or continued functionality of integrations. Customers are responsible for ensuring that Third-Party Platforms meet their operational needs and security requirements.

Customer will give Vendor timely access to Customer Materials reasonably needed for the Technical Services, and if Customer fails to do so, Vendor's obligation to provide Technical Services will be excused until access is provided. Vendors will use Customer Materials only for purposes of providing Technical Services. Customers may use Technical Services deliverables only as part of its authorized use of the Services and, subject to the same terms as for the Services in Section 2 (Services) and Section 5 (Customer Obligations).

11.1 Subscription Term.

Except as set forth in an Order, each Subscription Term will automatically renew on a month-to-month basis unless either party gives the other party notice of non-renewal at least 30 days before the current Subscription Term ends.

11.2 Fees and Taxes.

Fees for the Services are described in each Order ("Fees"). All Fees and Expenses will be paid in US dollars unless otherwise provided in an Order. Fees are invoiced as described on the schedule in the Order and Expenses are invoiced in arrears. Unless the Order provides otherwise, all Fees and Expenses are due within 30 days of the invoice date. Fees for renewal Subscription Terms are at Vendor's then-current rates, regardless of any discounted pricing in a prior Order. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All Fees and Expenses are non-refundable except as may be set out in Section 16.4 (Mitigation). Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Vendor's income tax ("Taxes"). Fees and Expenses are exclusive of all Taxes.

11.3 Affiliate Orders.

An Affiliate of Customer may use Services by entering into its own Order(s) as agreed with Vendor. Each such Order creates a separate agreement between the Affiliate and Vendor which incorporates this Agreement, with the Affiliate treated as "Customer". Neither Customer nor any Customer Affiliate has any rights or obligations under each other's agreement with Vendor, and breach or termination of any such agreement is not breach or termination under any other.

11.4 Auto-Renewal and Price Adjustments.

Each Subscription Term will automatically renew for successive one-month periods unless otherwise specified in an Order or unless either party gives notice of non-renewal at least 30 days before the end of the then-current term.
Vendor may modify its pricing for any renewal term by providing Customer with at least thirty (30) days' prior written notice. Unless otherwise agreed in writing, continued use of the Services after the start of a renewal term constitutes acceptance of the updated pricing.

12.1 Limited Warranties.

Vendor warrants to Customer that:
(a) each of the Services will perform materially as described in its Documentation and Vendor will not materially decrease the overall functionality of the Service ("Performance Warranty") during a Subscription Term ("Performance Warranty Period"); and
(b) Vendor will perform any Technical Services in a professional and workmanlike manner ("Technical Services Warranty") for a period of 90 days after the Technical Services are completed ("Technical Services Warranty Period").
The Performance Warranty and Technical Services Warranty are each referred to as a "Limited Warranty" and collectively as the "Limited Warranties". The Performance Warranty Period and Technical Services Warranty Period are each referred to as a "Warranty Period."

12.2 Warranty Remedy

If Vendor breaches a Limited Warranty during the applicable Warranty Period and Customer makes a reasonably detailed warranty claim within 30 days of discovery, Vendor will use commercially reasonable efforts to correct the non-conformity. If Vendor cannot do so within 30 days of receipt of Customer's warranty claim, Customer may terminate the affected Order. In such case, Customer will retain access to the Services through the end of the current paid Subscription Term. No refunds or credits will be provided. These warranties do not apply to:
(a) issues caused by Customer's or Users' misuse of or unauthorized modifications to the applicable Service;
(b) issues in or caused by Third-Party Platforms or other third-party systems;
(c) use of the applicable Service other than according to the Documentation; or
(d) Trials and Betas or other free or evaluation use.
If a non-conformity materially impacts Customer's ability to use the Services, and Frantelligence cannot resolve it within 30 days of a written warranty claim, Customer may terminate the affected Order. No refunds or credits will be provided.

12.3 Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.1 (LIMITED WARRANTIES), THE SERVICES, SUPPORT, TECHNICAL SERVICES, AI OUTPUTS, AND ALL OTHER VENDOR SERVICES ARE PROVIDED "AS IS". VENDOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. VENDOR DOES NOT WARRANT THAT CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT VENDOR WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. VENDOR IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE VENDOR'S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. Without limiting the foregoing, Vendor disclaims all responsibility for any decisions made or results obtained by Customer or any third party based on AI Output.

13.1 Term.

The term of this Agreement (the "Term") starts on the Effective Date and continues until expiration or termination of all Subscription Terms.

13.2 Termination.

Either party may terminate this Agreement (including any or all Orders) if the other party:
(a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice;
(b) ceases operation without a successor; or
(c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

13.3 Effect of Termination.

Upon expiration or termination of an Order, Customer's access to and Vendor's obligations to provide the Services, Support, and Technical Services described in the Order and any Software will cease. All Administrative Access sessions associated with the Customer's account will automatically terminate upon expiration or termination of this Agreement or the applicable Order, and Vendor personnel will have no further right to access Customer's workspace environment. During a Subscription Term and for the 30 day period immediately following the date of expiration or earlier termination of the applicable Subscription Term, Customer may export data or information that Customer (including its Users) submits to the Services, including from Third-Party Platforms from the applicable Service using the export features described in the applicable Documentation. Customer Data and other Confidential Information, as defined in Section 17, may be retained in Recipient's standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement's confidentiality restrictions. Upon written request within 30 days following termination, Frantelligence will provide Customer with a one-time export of their Customer Data and Customer-Specific AI Output in a commonly used machine-readable format. After this period, Frantelligence may delete or archive such data at its discretion, subject to Section 17 (Confidentiality).

13.4 Survival.

These Sections survive expiration or termination of this Agreement: 2.5 (Restrictions), 4.3 (Usage Data; Aggregated Data), 5 (Customer Obligations), 11.2 (Fees and Taxes), 12.3 (Disclaimers), 13.3 (Effect of Termination), 13.4 (Survival), 14 (Ownership), 15 (Limitations of Liability), 16 (Indemnification), 17 (Confidentiality), 18 (Required Disclosures), 21 (General Terms), and Exhibit A (Definitions). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data, Customer Materials, and AI Output generated directly from their inputs, excluding AI Output derived from shared training data or anonymized Customer Data reused across Customers.
Except for Customer's use rights in this Agreement, Vendor and its licensors retain all intellectual property rights and other rights in the Services, any Technical Services deliverables, Software, Documentation, Usage Data, Aggregated Data, Derivative AI Models, and Vendor technology, templates, formats, and dashboards, including any modifications or improvements to these items made by Vendor.
For clarity, Frantelligence does not claim ownership of AI Output generated specifically from a Customer's inputs (which remains the Customer's property), but retains ownership of any AI systems, tools, or models trained using anonymized or aggregated versions of such data, including Derivative AI Models.
If Customer provides Vendor with feedback or suggestions regarding the Services or other Vendor offerings, Vendor may use the feedback or suggestions without restriction or obligation.

15.1 Consequential Damages Waiver.

Except for Excluded Claims (as defined below) neither party (nor its suppliers or licensors) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance.

15.2 Liability Cap.

Except for Excluded Claims, each party's (and its suppliers' and licensor's) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Vendor pursuant to this Agreement during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under this Agreement. These limits do not apply to Vendor's obligations under Section 16.1 (Indemnification for IP Claims)

15.3 Excluded Claims.

"Excluded Claims" means:
(a) Customer's breach of Sections 2.5 (Restrictions) or 6 (Customer Obligations);
(b) either party's breach of Section 17 (Confidentiality) (but excluding claims relating to Customer Data); or
(c) amounts payable to third parties under the indemnifying party's obligations in Section 16 (Indemnification).

15.4 Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 15.4 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

16.1 Indemnification by Vendor.

Vendor will defend Customer from and against any third-party claim to the extent alleging that a Service as operated by Vendor, when used by Customer as permitted under the applicable Order infringes or misappropriates a third-party's U.S. patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys' fees) or agreed in a settlement by Vendor resulting from the claim.

16.2 Indemnification by Customer.

Customer will defend, indemnify, and hold harmless Vendor and its Affiliates from and against any third-party claim, demand, suit, or proceeding (including reasonable attorneys' fees and costs) arising out of or related to:
(a) Customer Data;
(b) Customer Materials;
(c) Customer's breach or alleged breach of Section 5 (Customer Obligations) or Section 2.5 (Restrictions); or
(d) Customer's use of, reliance upon, or distribution of any AI Output (including any decision, action, inaction, or business practice adopted by Customer or a third party based on such AI Output).

16.3 Procedures.

The indemnifying party's obligations in this Section 16 are subject to it receiving:
(a) prompt written notice of the claim;
(b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and
(c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party's expense for reasonable out-of-pocket costs.
The indemnifying party may not settle any claim without the indemnified party's prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when Vendor is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

16.4 Mitigation.

In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as Vendor determines necessary to avoid material liability, Vendor may at its option:
(a) procure rights for Customer's continued use of the applicable Service;
(b) replace or modify the allegedly infringing portion of the applicable Service to avoid infringement or misappropriation without reducing the Service's overall functionality; or

16.5 Exceptions. Vendor's obligations in this Section 16 do not apply:
(a) to infringement or misappropriation resulting from Customer's modification of Services or use of Services in combination with items not provided by Vendor (including Third-Party Platforms);
(b) to infringement resulting from Software other than the most recent release;
(c) to unauthorized use of Services;
(d) if Customer settles or makes any admissions about a claim without Vendor's prior consent; or
(e) to Trials and Betas (as defined in Section 19) or other free or evaluation use.

16.6 Exclusive Remedy.

This Section 16 sets out Customer's exclusive remedy and Vendor's entire liability regarding infringement or misappropriation of third-party intellectual property rights.

17.1 Definition.

"Confidential Information" means information disclosed to the receiving party ("Recipient") under this Agreement that is designated by the disclosing party ("Discloser") as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Vendor's Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Services.

17.2 Obligations.

As Recipient, each party will:
(a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.1 (Use of Customer Data); and
(b) only use confidential information to fulfill its obligations and exercise its rights in this Agreement.
At Discloser's request, Recipient will delete all Confidential Information, except, in the case where Vendor is the Recipient, Vendor may retain the Customer's Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Vendor, the subcontractors referenced in Section 21.9), provided it remains responsible for their compliance with this Section 17 and they are bound to confidentiality obligations no less protective than this Section 17.

17.3 Exclusions.

These confidentiality obligations do not apply to information that Recipient can document:
(a) is or becomes public knowledge through no fault of the receiving party;
(b) it rightfully knew or possessed prior to receipt under this Agreement;
(c) it rightfully received from a third party without breach of confidentiality obligations; or
(d) it independently developed without using confidential information.

17.4 Remedies.

Unauthorized use or disclosure of confidential information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 17.

17.5 Security & Audit Requests

Upon written request, Frantelligence will provide a summary of third-party security audits or certifications (e.g., SOC 2, ISO 27001) to Customers who require assurance of data security measures. Frantelligence may also facilitate customer-requested security reviews under reasonable conditions, at the requesting Customer's expense.

17.6 Administrative Access Records.

In addition to the security disclosures described in Section 17.5, Vendor maintains internal logs of all Administrative Access sessions conducted within Customer workspaces as described in Section 2.6. Upon written request, Vendor will provide Customer with a summary of such sessions attributable to Customer's account, including the date, approximate duration, and general purpose of each session. Such summaries will be provided within ten (10) business days of Vendor's receipt of the request, to the extent such records are available within Vendor's standard log retention period.

Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other confidential information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

If Customer receives access to Services or features thereof on a free or trial basis or as an alpha, beta, or early access offering ("Trials and Betas"), use is permitted only for Customer's internal evaluation during the period designated by Vendor (or if not designated, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Vendor may never release, and their features and performance information are Vendor's Confidential Information. Notwithstanding anything else in this Agreement, Vendor provides no warranty, indemnity, or support for Trials and Betas, and its liability for Trials and Betas will not exceed US$50.

Frantelligence may offer early access to experimental features or beta functionality as part of the Services. Use of such features shall be governed by this Agreement unless otherwise stated, and may involve additional processing of Customer Data solely for feature validation and improvement.

Neither party may publicly announce that the parties have entered into this Agreement, except with the other party's prior consent or as required by Laws. Vendor may include Customer's name and trademarks in its customer lists or promotional materials without prior consent, provided it promptly ceases such use upon Customer's written request.

21.1 Assignment.

Neither party may assign this Agreement without the prior consent of the other party, except that the Vendor may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities to the other party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and insure to the benefit of each party's permitted successors and assigns.

21.2 Governing Law, Jurisdiction and Venue.

This Agreement is governed by the laws of the State of Utah and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The exclusive jurisdiction and venue for any action or proceeding arising out of or relating to this Agreement will be the state and United States federal courts located in Salt Lake City, Utah. Both parties irrevocably consent to the personal jurisdiction of those courts and waive any objection to venue in those courts, including any claim that such courts are an inconvenient forum. This exclusive forum selection applies regardless of where the Customer is located or incorporated, and Customer expressly waives any right to bring any action in any other jurisdiction.

21.2.2 Waiver of Class Action and Jury Trial.

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING AS A PLAINTIFF OR CLASS MEMBER WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each party further waives, to the fullest extent permitted by applicable law, any right to a jury trial in connection with any action, claim, or proceeding arising out of or relating to this Agreement. Any dispute must be brought solely in the party's individual capacity, and not as a plaintiff or class member in any purported class or collective action. If this waiver is found to be unenforceable, any class or representative action must be brought in the state or federal courts located in Salt Lake City, Utah, consistent with Section 21.2.

21.2.1 Arbitration for International Disputes.

For Customers located outside the United States, any dispute arising under this Agreement will be resolved through binding arbitration under the rules of the International Chamber of Commerce (ICC). Arbitration will take place in Salt Lake City, Utah, and will be conducted in English.

21.3 Attorneys' Fees and Costs.

The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys' fees and costs in connection with such action.

21.4 Notices.

All notices under this Agreement must be in writing and will be deemed to have been duly given when:
(a) delivered by hand (with written confirmation of receipt);
(b) sent by a nationally recognized overnight delivery service (receipt requested);
(c) sent by email to the email address on file for the receiving party (with no bounce-back or error); or
(d) posted within the Services dashboard (for service-related operational notices only).
Either party may update its notice address by providing notice to the other party in accordance with this Section.

21.5 Entire Agreement.

This Agreement (which includes all Orders, Schedules, and policies) is the parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and "including" and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

21.6 Amendments.

Any amendments, modifications, or supplements to this Agreement must be in writing and signed by each party's authorized representatives or, as appropriate, agreed through electronic means provided by Vendor. Nonetheless, with notice to Customer, Vendor may modify its policies to reflect new features or changing practices, but the modifications will not materially decrease Vendor's overall obligations during a Subscription Term. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Vendor; any of these Customer documents are for administrative purposes only and have no legal effect.

21.7 Waivers and Severability.

Waivers must be signed by the waiving party's authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary, so the rest of this Agreement remains in effect.

21.8 Force Majeure.

Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster ("Force Majeure Events").

21.9 Subcontractors.

Vendor may use subcontractors and permit them to exercise Vendor's rights, but Vendor remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.

21.10 Independent Contractors.

The parties are independent contractors, not agents, partners, or joint venturers.

21.11 Export.

Customers will comply with all relevant U.S. and foreign export and import Laws in using any Service. Customer:
(a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country;
(b) agrees not to access or use Services in violation of any U.S. export embargo, prohibition, or restriction; and
(c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.

21.12 Open Source.

The Software may incorporate third-party open source software ("OSS"), as listed in the Documentation or otherwise disclosed by Vendor in writing. To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis instead of this Agreement.

21.13 Government End-Users.

Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.

21.14 Conflicts in Interpretation.

If there are inconsistencies or conflicts between the terms of the body of this Agreement and the terms of any Order Forms, Schedules, exhibits, attachments, addenda, policies, and other documents attached to or incorporated by reference in this Agreement, the order of precedence is as follows: (a) the terms contained in the Order Forms; (b) the terms contained in the body of this Agreement; (c) the terms of the Schedules, exhibits, attachments, addenda, and policies to this Agreement; and (d) the Documentation.

21.15 Updates to Terms.

Vendor may update this Agreement from time to time by posting a revised version at [frantelligence.ai/servicesagreement]. Unless otherwise specified in the updated Agreement, such changes will become effective at the start of Customer's next Subscription Term. If Customer does not agree to the modified terms, Customer may terminate this Agreement by providing written notice to Vendor at least five (5) business days prior to the effective date of the changes, and upon termination, will receive a pro-rata refund of any prepaid, unused fees.

1.1. "Affiliate" means an entity directly or indirectly owned or controlled by a party, where "ownership" means the beneficial ownership of 50% or more of an entity's voting equity securities or other equivalent voting interests and "control" means the power to direct the management or affairs of an entity.
1.2. "Aggregated Data" means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.
1.3. "AI" has the meaning given to it in Section 4.1.
1.4. "AI Output" means any content, responses, analyses, summaries, recommendations, or predictions generated by the Services using AI models in response to Customer inputs. AI Output may include both Customer-Specific AI Output and general-purpose outputs depending on the context and input source.
1.5. "AI Models" has the meaning given to it in Section 4.3.
1.6. "Confidential Information" has the meaning given to it in Section 17.1.
1.7. "Customer Data" means any data or information that:
(a) Customer (including its Users) submits to the Services, including from Third-Party Platforms; and
(b) is Processed by Vendor to provide the Services to Customer.
1.8. "Customer Materials" means materials, systems, and other resources that Customer provides to Vendor in connection with Technical Services.
1.9. "Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Customer or User.
1.10. "Customer Systems" means Customer's hardware, software, other technology, and infrastructure that Customer is required to provide and maintain in order for Customer to access and use the Services including Supported Devices.
1.11. "Discloser" has the meaning given to it in Section 17.1.
1.12. "Documentation" means the then-current version of Vendor's usage guidelines and standard technical documentation for the Services that Vendor makes generally available to its customers that it provides the applicable Services to.
1.13. "Excluded Claims" has the meaning given to it in Section 15.3.
1.14. "Expenses" has the meaning given to it in Section 11.2.
1.15. "Fees" has the meaning given to it in Section 11.2.
1.16. "Force Majeure Events" has the meaning given to it Section 21.8.
1.17. "High Risk Activities" means activities where use or failure of a Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.
1.18. "Laws" means all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data, including Personal Information.
1.19. "Limited Warranty" has the meaning given to it in Section 12.1.
1.20. "Log-in Credentials" has the meaning given to it in Section 2.4.
1.21. "Order" means an order that describes the Services being purchased by Customer that is executed by the parties and references this Agreement.
1.22. "OSS" has the meaning given to it in Section 21.12.
1.23. "Performance Warranty" has the meaning given to it in Section 12.1.
1.24. "Performance Warranty Period" has the meaning given to it in Section 12.1.
1.25. "Process" means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process.
1.26. "Prohibited Data" means any:
(a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation;
(b) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) ("HIPAA");
(c) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS");
(d) other information subject to regulation or protection under specific Laws such as the Children's Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations);
(e) social security numbers, driver's license numbers, or other government ID numbers; or
(f) any data similar to the above protected Laws.
1.27. "Recipient" has the meaning given to it in Section 17.1.
1.28. "Remote App" means Vendor's proprietary software installed on supported remote devices as described in the Documentation through which Users can access and use a Service.
1.29. "Schedule" means a document that adds and/or adjusts certain terms of the Agreement as they apply to the purchase of one or more Services. Each Schedule is governed by and a part of the terms of this Agreement.
1.30. "Service" or "Services" means the then-current version of Vendor's proprietary cloud service and other services that are identified in the relevant Order (but excluding Support and Technical Services). Each of the Services includes the Software and Documentation for the Service.
1.31. "Software" means any software, scripts, or other code required by Vendor to operate a Service including a Remote App.
1.32. "Subscription Term" means the period during which Customer's subscription to access and use the Services is in effect, as identified in the applicable Order.
1.33. "Support" means Vendor's commercially reasonable efforts to provide support for the Services.
1.34. "Supported Device" means a hardware device on which a Remote App can be installed on and used as defined in the Documentation.
1.35. "Taxes" has the meaning given Section 11.2.
1.36. "Technical Services" means any implementation, training, or configuration services provided by Vendor related to the Services, as identified in an Order. Technical Services exclude Support.
1.37. "Technical Services Warranty" has the meaning given to it in Section 12.1.
1.38. "Technical Services Warranty Period" has the meaning given to it in Section 12.1.
1.39. "Term" has the meaning given to it in Section 13.1.
1.40. "Third-Party Platform" means any third-party platform, add-on, service, or product not provided by Vendor that Customer elects to integrate or enable for use with any Service.
1.41. "Trials and Betas" has the meaning given to it in Section 19.
1.42. "Updates" means any updates, modifications, or bug fixes to the Services or Documentation that Vendor provides free of additional charge to its customers using a Service.
1.43. "Upgrades" means additions, enhancements, upgrades, new services, or modules that include new features and substantial increases in functionality to the Services that Vendor makes available to its customers for an additional fee.
1.44. "Usage Data" means information generated from the use of the Services, which data does not identify Users, any other natural human persons, or Customer, such as technical logs, data, and learnings about Customer's use of the Services, but excluding any identifiable Customer Data.
1.45. "Vendor" means Frantelligence, INC, the provider of the Services under this Agreement, including its successors, affiliates, and permitted assigns.
1.46. "User" means any employee or contractor of Customer or its Affiliates that Customer allows to use the Services on Customer's behalf.
1.47 "Derivative AI Models" means any machine learning or AI systems, models, or algorithms trained, tuned, or otherwise enhanced using anonymized, de-identified, or Aggregated Customer Data under this Agreement, including general-purpose or multi-customer models.
1.48 "Training Data" means anonymized, de-identified, or Aggregated Customer Data used by Frantelligence to train, evaluate, or improve AI models or other system functionality.
1.49 "General-Purpose AI Models" means any AI models or systems developed by Frantelligence using Training Data from multiple customers, and not specifically customized for any single customer.
1.50 "Customer-Specific AI Output" means any output generated by the Services directly in response to a Customer's inputs and provided to that Customer, including recommendations, summaries, or predictions, and which is not anonymized or aggregated. This does not include generalized model enhancements, prompts, templates, or outputs reused across Customers in anonymized form.

1.51 "Administrative Access" means the ability of Vendor personnel to enter and interact with Customer's workspace environment within the Services for the purposes described in Section 2.6, using Vendor's own authentication credentials distinct from any Customer User credentials.

1.52 "Administrative Access Session" means a single time-bounded instance of Administrative Access, beginning when Vendor personnel enters a Customer workspace and ending upon exit or automatic expiration, whichever occurs first.