Terms of Service

If Customer has signed a separate Order Form or Cover Page for the Product with the same account, and that agreement has not ended, the terms below do not apply. That signed agreement applies instead.

This Agreement is between Delivr.ai, Inc. and the company or person accessing or using the Product. It consists of: (1) the Order Form and (2) the Key Terms, both set out below; (3) the Changes to the Standard Terms set out below; and (4) the Common Paper Cloud Service Agreement Standard Terms Version 2.1 (the "Standard Terms"), available at commonpaper.com/standards/cloud-service-agreement/2.1. Where anything below conflicts with the Standard Terms, the terms below control. Capitalized words have the meanings given below or in the Standard Terms. The Standard Terms are Common Paper standards, used under the Creative Commons Attribution 4.0 license.

If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on its behalf. By signing up for, accessing, or using the Product, Customer accepts this Agreement and agrees to be bound by it.

Cloud Service

Provider's deterministic identity resolution, intent, and contact-enrichment platform, made available through the delivery methods enabled for Customer's account: (1) whitelabel provisioning of Provider's first-party JavaScript pixel (the "Delivr Pixel"); (2) programmatic access to Provider's resolution, intent and audience, and contact-data REST APIs; (3) the web dashboard for segment building, audience management, and reporting, together with Provider-managed delivery to Customer's designated destinations; (4) delivery of resolved records, intent signals, and audience segments by API, file export, or supported activation partners; and (5) DSP media activation, which applies only if and to the extent Customer uses it. All access is authenticated by credentials issued to Customer.

Subscription Start Date

The Effective Date.

Subscription Period

12 months, renewing automatically for successive 12-month periods unless either party gives non-renewal notice.

Non-Renewal Notice Period

At least 30 days before the end of the current Subscription Period.

Renewal Rate Change

Usage Rate increases, whether applied on renewal or by mid-period update under Fees and Billing, are capped at 10% in aggregate per Subscription Period.

Users

Customer's employees and contractors accessing the Product through Customer's account. Affiliates are not Users unless stated on a signed Order Form.

Service Level

Provider will use commercially reasonable efforts to provide the Cloud Service without excessive errors or interruptions, targeting 98% monthly uptime, excluding scheduled maintenance (9:00 p.m. – 6:00 a.m. ET). If Provider fails to meet the target in two consecutive months, or in three months within any 12-month period, Customer's sole remedy is to terminate on notice and receive a prorated refund of prepaid fees.

Technical Support

Email support at support@delivr.ai during business hours (9:00 a.m. – 6:00 p.m. ET, Monday through Friday, excluding US federal holidays), with commercially reasonable efforts to respond within two business days. Support covers API integration, pixel deployment, endpoint configuration, and troubleshooting. It does not cover Customer's internal systems, third-party integrations beyond Provider's API, or custom development.

Section 5.2 of the Standard Terms is replaced with the following. The Cloud Service is usage-based. Customer is billed solely on metered usage at the graduated band Usage Rates published on Provider's pricing page. There is no plan selection, no monthly minimum, and no pre-paid commitment. Optional add-ons under the Optional Add-Ons provision below are the only flat monthly charges, and apply only if Customer activates them.

Usage Rates are graduated and stated as CPM (USD per 1,000 units), billed pro-rated per unit. Each meter's monthly metered units fill the volume bands in order, and units within each band are charged at that band's rate. Crossing a band boundary changes the rate only for units above the boundary and is never applied retroactively. Band counters reset at the start of each calendar month (00:00 UTC on the first day); no band position, rate, or discount carries over between months. Bands are computed independently for each meter. Media activity under the DSP Service is priced under the DSP Service terms below, not under the usage bands.

Modifying Section 5.1, fees are exclusive of taxes. Provider may update Usage Rates on at least 30 days' notice (including by email or in-Product notification), and the change applies from the next calendar month. Usage Rate increases, however made, are subject in aggregate to the Renewal Rate Change cap for each Subscription Period.

Optional add-ons

Customer may activate the following optional add-ons from the dashboard. Each is a flat monthly charge in addition to metered usage, billed with the monthly charge for the same period and prorated for the calendar month of activation. Customer may deactivate an add-on at any time, effective at the end of the then-current calendar month, after which the associated configuration reverts. Add-on charges are not Usage Rates and are not subject to the usage bands; Provider may change add-on pricing on at least 30 days' notice, effective from the next calendar month, and any increase is subject to the Renewal Rate Change cap.

Custom Domain ($500 per month). The customer-facing surfaces of the Cloud Service enabled for Customer's account (including pixel serving and the hosted interface) are served from a domain Customer controls, configured by Customer through DNS records Provider specifies. Provider attribution remains present. Customer is responsible for maintaining the DNS configuration and for its rights in the domain.

White Label ($1,000 per month). Includes Custom Domain, and additionally removes Provider attribution (including "Powered by Delivr.ai" and similar markings) from the customer-facing surfaces of the Cloud Service. White Label replaces the Custom Domain charge; the two are not billed together. This provision governs presentation only and does not modify the Data Rights Terms, including the whitelabel and Embedded Output provisions.

Match Key Export

Where Customer exports match keys (single identifiers such as a hashed email, mobile advertising identifier, or phone hash, delivered without attributes), each key delivered in an export is metered on the Match Keys meter at the Usage Rates, per key per delivery; refreshed or repeated deliveries of the same key are metered again. Customer may deliver exported match keys to advertising platforms solely to build audiences for Customer's own advertising campaigns, with each platform acting as Customer's service provider for that purpose. Exported match keys remain Provider Data: they may not be resold, redistributed, or used to build or augment any data product, and the suppression, deletion, and other obligations of the Data Rights Terms continue to apply to them after export.

Payment method and automatic charging

Customer must maintain a valid payment method on file with Provider's payment processor at all times during the Subscription Period. Acceptable payment methods are ACH debit from a US bank account, or a credit or debit card issued by a major card network. Customer authorizes Provider and its payment processor to charge that payment method for all fees accrued, without further authorization for each individual charge. Provisioning of production credentials is conditioned on a valid payment method being on file, and Provider may withhold or suspend access for as long as none is.

Metered usage accrues continuously. At the close of business on the last day of each calendar month (5:00 p.m. ET), Provider charges the payment method on file for the month's usage accrued through the time of the charge; usage accruing after the charge is included in the following month's charge. Provider makes each charge available as an itemized receipt showing metered units by meter and the band rates applied. These provisions govern the timing and method of payment for metered usage in place of the invoicing and payment-period provisions of Section 4 of the Standard Terms, which continue to apply to any amounts Provider elects to invoice separately.

Failed payments and disputes

If a charge is declined, returned, or reversed, Provider will notify Customer and may retry up to three times over the following ten business days. A failed charge is treated as an undisputed amount due as of the original charge date. Customer is responsible for returned-payment and chargeback fees, except where the failure results from Provider's error.

Customer must notify Provider of any disputed charge within 30 days after the charge date. Provider will not treat a properly disputed amount as overdue while the parties resolve the dispute in good faith. Initiating a chargeback or ACH reversal with the card network or bank, in place of this dispute process, is not a permitted dispute mechanism and does not suspend Provider's remedies for non-payment.

Non-payment

If Customer fails to pay any undisputed amount when due, Provider may (a) charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by Applicable Laws, from the original due date until paid; (b) after ten days' written notice, suspend Customer's access until all overdue amounts are paid; and (c) if any undisputed amount remains unpaid 30 days after the original due date, treat that non-payment as a material breach requiring no further cure period and terminate on written notice. Customer will reimburse Provider for reasonable collection costs, including attorneys' fees.

Custom pricing

If Customer's metered usage charges equal or exceed $25,000 per month for two consecutive billing months, Provider may offer a custom pricing amendment, including a flat monthly fee replacing metered charges. Custom pricing is documented in a separate signed amendment.

Payment Period

For invoiced amounts: 30 days from Customer's receipt of invoice. Metered usage is charged automatically as described above.

Invoice Period

Monthly.

Currency

USD.

Either party may terminate this Agreement for any reason on 60 days' prior written notice. On such termination, Customer will pay all fees accrued through the effective date, is not entitled to any refund of partial-month fees, and access to the Cloud Service ceases on the effective date. The effects of termination on data are described under Data Rights below.

This section describes how Provider handles data collected through the Delivr Pixel and other Cloud Service integrations deployed on Customer's websites, applications, and other properties ("Customer Properties"), including the pooled, de-attributed Network Data described below. It applies in addition to Section 3 (Privacy & Security) and Section 10 (Confidentiality) of the Standard Terms.

Customer Properties data is Customer Content

Visitor events, page URLs, referrer and on-site behavioral data, first-party cookie identifiers, submitted identifiers, and the identity records resolved from them on Customer Properties are Customer Content. Provider processes that data as Customer's Processor, on Customer's instructions, and only as needed to provide, maintain, and improve the Cloud Service for Customer, as described under "What Provider may use" below. It is Customer's Confidential Information under Section 10 of the Standard Terms.

Separation between customers

Every event and every resolution produced on Customer Properties is stored and processed under Customer's own organization identifier, logically segregated from every other customer of the Cloud Service. Provider will not:

• disclose Customer Content, or any identity record resolved on Customer Properties, to any other customer of the Cloud Service;
• use Customer Content to answer another customer's query, to populate another customer's segment or audience, or to enrich another customer's export, integration, or activation, other than through the pooled Network Data uses and model improvement permitted under "What Provider may use" below;
• disclose to any other customer that a person, household, or company visited or engaged with Customer Properties, or expose Customer's on-site behavioral data in any form attributable to Customer or to Customer Properties; or
• build, sell, or activate an audience or segment defined by traffic to Customer Properties for any party other than Customer.

Resolution runs against Provider's own identity graph, which Provider builds from its own and its licensors' data sources together with the graph-level identifier mappings and pooled Network Data described below. What is never crossed is attribution: Provider will not represent to any other customer that a visit to Customer Properties occurred, will not disclose Customer's page URLs, event stream, or on-site behavioral data to any other customer, and no signal, score, segment, or record delivered to any other customer identifies Customer, Customer Properties, or any visit or engagement with them. A visitor resolved on Customer Properties does not, as a result of that visit or resolution, become a lead or an audience member for anyone else, and no audience is defined by traffic to Customer Properties for any party other than Customer.

What Provider may use

Operational data. Provider may use aggregated, de-identified data about the operation of the Cloud Service — including request volumes, latencies, match and resolution rates, and error rates — to operate, secure, support, and improve the Cloud Service, as described in Section 1.4 (Feedback and Usage Data) of the Standard Terms.

Identifier mappings. Provider may maintain, at the graph level and as Provider Data, identifiers and the identifier-to-identifier mappings that resolution depends on, including the association between a first-party cookie identifier and a hashed email, and hashed forms of identifiers observed through the Cloud Service, including identifiers submitted on Customer Properties. These mappings carry no behavioral data and no page URLs and are not associated with Customer or Customer Properties. Provider does not build attribute-bearing contact records about a person from identifiers or content submitted on Customer Properties; contact attributes in Provider's databases come from Provider's own and its licensors' sources.

Pooled intent signals (Network Data). "Network Data" means event-level signals derived from Delivr Pixel events that are not associated with Customer's account or organization, processed only in pooled form together with Provider's own and its licensors' sources. Provider uses Network Data to build and improve its identity graph and its topic-level intent signals, acting for this purpose as an independent controller under its own privacy notice. This use is bounded as follows: no record in Network Data is associated with Customer's account or organization; intent signals are topic-level, and no output identifies Customer, Customer Properties, or any domain, URL, or site name of Customer's; Network Data is processed only in combination with Provider's other sources, and no model or taxonomy behavior is derived from any single customer's traffic alone; no output is presented as showing that a person visited or engaged with Customer Properties; and suppression, deletion, and data subject requests continue to apply to personal data in Network Data. Customer may opt out of Network Data derivation from its deployment at any time by written notice to Provider, and Provider will stop deriving Network Data from Customer's deployment within 15 days of the notice; signals already pooled in aggregate form are not affected.

Improving how the Cloud Service interprets behavior. Provider may use behavioral data observed across customers' deployments of the Cloud Service to improve how the Cloud Service interprets behavior, including the accuracy of classification and scoring, and to develop, train, and evaluate the models that perform that interpretation. Section 1.6 (Machine Learning) of the Standard Terms authorizes this processing; this paragraph narrows it. That work is subject to the same bounds as Network Data, with inputs aggregated and de-identified before use as Section 1.6 requires. The benefit is delivered to Customer, and to every other customer, as improved service quality: nothing delivered to another customer is attributable to Customer, identifies Customer or Customer Properties, or is presented as showing that a person visited or engaged with Customer Properties.

This paragraph does not extend to Customer Content or Usage Data processed solely in connection with DSP Service campaigns, which remains excluded from Section 1.6 under the DSP Service terms below.

Provider carries out service-improvement processing of Customer Content as Customer's Processor, for the purpose of providing and improving the Cloud Service. For Network Data and graph-level identifier mappings, Provider acts as an independent controller under its own privacy notice and honors applicable opt-out preference signals through the Delivr Pixel's consent controls. The resulting models, calibrations, and aggregate statistics are not personal data and are Provider's property. Nothing in this paragraph reduces Provider's obligations regarding personal data under Applicable Data Protection Laws.

Whitelabel and downstream deployments

Where Customer embeds the whitelabel Delivr Pixel or the Cloud Service within its own product and deploys it for its own downstream customers, Provider's separation obligations in this section run to Customer as a whole. Customer is responsible for maintaining equivalent separation between its own downstream customers, and for the disclosures and consents required on the properties where the pixel is deployed.

Customer responsibilities

Customer is responsible for providing the notices, disclosures, and consents required by Applicable Laws on each property where the Delivr Pixel or another Cloud Service integration is deployed, including disclosing Provider's collection in Customer's privacy notice where Applicable Laws require, for configuring allowed domains accurately, and for not deploying the pixel on any property it does not control or is not authorized to instrument. Customer will not configure the Cloud Service to collect sensitive data or data from anyone known to be under 16.

These Data Rights Terms replace the data ownership provisions of the Standard Terms in their entirety and govern Customer's rights in data returned by the Cloud Service.

Definitions

"Provider Data" means the records, identifiers, attributes, scores, segments, and other output returned to Customer through the Cloud Service, including identity-resolution, intent, and contact-enrichment data and audience segments. Provider Data does not include Customer Content. "Purchased Records" means Provider Data records returned to Customer in response to its queries for which Customer has paid the applicable metered fees. "Internal Business Use" means use by Customer and its employees and contractors for Customer's own internal business operations, and does not include distribution or disclosure to any third party. "End Customer" means a customer, client, or user of Customer that receives Provider Data from Customer. "Competing Data Provider" means any entity that offers, or to Customer's knowledge is developing, identity resolution, identity graph, contact data, or intent data products competitive with the Cloud Service. "Suppression Notice" means a notice or file from Provider identifying Provider Data records that must be deleted, suppressed, or no longer used.

Ownership

As between the parties, Customer retains all rights in Customer Content, including first-party data submitted to the Cloud Service. Provider retains all rights in the Cloud Service, Provider's proprietary data assets, resolution algorithms, intent models, Provider Data, and aggregated or de-identified data derived from operation of the Cloud Service. No rights in Provider Data are granted except as stated below.

Data Rights Tier

Customers accepting this Agreement online receive Tier 1 — Internal Business Use. Tier 2 (embedded use) and Tier 3 (distribution and white-label) rights are available only under a signed Order Form that identifies the Permitted Data Products, volume limits, and approved End Customer categories. All rights are non-exclusive, non-transferable, and conditioned on payment of all fees.

Under Tier 1, Provider grants Customer the right during the Subscription Period to access, use, and reproduce Provider Data for Internal Business Use. Customer may disclose Provider Data to service providers acting on Customer's behalf under written obligations no less protective than this Agreement, solely to support that Internal Business Use. Customer may not otherwise distribute, resell, sublicense, or make Provider Data available to any third party.

Restrictions

Customer will not, and will not permit anyone else to:

• use Provider Data to create, train, augment, benchmark, validate, or improve any identity graph, identity resolution capability, contact database, intent model, or data product that competes with the Cloud Service;
• use Provider Data to train or fine-tune any machine learning model, except that Customer may train and fine-tune models on Purchased Records provided the restriction above continues to apply and the model does not reproduce, expose, or make Provider Data available to any third party;
• reverse engineer, decompile, or attempt to derive the resolution logic, matching methodology, model weights, or source composition of the Cloud Service or Provider Data;
• disclose, sell, license, or otherwise make Provider Data available to any Competing Data Provider, or list Provider Data on any data exchange, marketplace, or clean room, without Provider's prior written consent;
• attempt to re-identify any de-identified or pseudonymized data, or combine Provider Data with other data for the purpose of re-identification;
• use Provider Data to determine eligibility for credit, insurance, employment, housing, or any other purpose regulated by the Fair Credit Reporting Act or comparable law, or in any manner that discriminates on the basis of a protected characteristic;
• use Provider Data in violation of applicable privacy, data-protection, marketing, advertising, telemarketing, email, or data-broker laws; or
• remove, alter, or obscure any watermark, seed record, provenance marker, or usage-tracking mechanism embedded in Provider Data.

These restrictions survive termination and apply to any Provider Data Customer retains afterwards.

Suppression, deletion, and data subject requests

Provider may issue Suppression Notices from time to time. Customer will process each Suppression Notice against its own systems within ten business days of receipt, deleting or suppressing the identified records, and will maintain records sufficient to demonstrate compliance and provide them to Provider on reasonable request. Customer will promptly forward to Provider any data subject access, deletion, correction, or opt-out request it receives that relates to Provider Data, and will reasonably cooperate in responding. These obligations survive termination for as long as Customer retains any Provider Data.

Effect of termination

On expiration or termination, Customer's right to access the Cloud Service and to receive new Provider Data ceases immediately. Purchased Records survive: Customer may retain and continue to use Purchased Records on a perpetual basis for Internal Business Use, subject to continuing compliance with the restrictions and suppression obligations above. All other rights in Provider Data cease on the effective date of termination, and Customer will delete all Provider Data other than Purchased Records from its active systems within 30 days. Customer need not delete Provider Data from routine backup or archival systems not accessible for operational use, provided it is not used and is deleted in the ordinary course of Customer's retention cycle.

Where Provider terminates for Customer's uncured material breach, for non-payment, or for breach of the restrictions above, the perpetual retention right does not apply: Customer will cease all use of Provider Data and delete it, including Purchased Records, within 30 days. On Provider's request, Customer will certify its compliance with this section in writing.

Order of precedence

These Data Rights Terms prevail over any conflicting provision addressing data use, resale, or distribution elsewhere in this Agreement, except that nothing here limits the provisions on confidentiality, privacy and data protection, acceptable use, security, indemnification, or limitation of liability, each of which continues to apply in full.

The following description of processing forms the Data Processing Addendum to this Agreement. It supplements Section 3 (Privacy & Security) of the Standard Terms and Provider's Privacy Policy.

Processing Roles

For personal data collected via the Delivr Pixel on Customer Properties and processed to provide the Cloud Service to Customer, Customer is the Controller and Provider is the Processor. For Network Data and graph-level identifier mappings derived from pixel events as described under Customer Site Data and Separation Between Customers, and for personal data from Provider's proprietary intent and contact databases returned via the Intent & Audience API and Contact Data API, Provider is an independent Controller under its own privacy notice. Provider's use of pixel-collected personal data to improve how the Cloud Service interprets behavior for Customer is Processor activity; the resulting models, calibrations, and aggregate statistics are not personal data. Each party is independently responsible for its own compliance obligations.

Categories of Data Subjects

Visitors to Customer Properties; business professionals identified through Provider's intent and contact databases.

Categories of Personal Data

IP addresses and approximate geolocation; browser and device metadata; cookie identifiers and first-party tracking data; hashed email identifiers (MD5, SHA-1, SHA-256); plain text business email addresses; full name, job title, seniority, department; business phone numbers; company name, domain, industry, employee count, revenue range; web browsing behavior and topic-level intent signals; page URLs and on-site event data from Customer Properties.

Sensitive Data

None. The Cloud Service is not designed to process special categories of personal data, and Customer will not configure it to collect or process sensitive data.

Sub-processors

Amazon Web Services (cloud infrastructure — US); TheSpine (identity resolution processing — US); Concord (consent management for pixel surfaces); Unified ID 2.0, operated by The Trade Desk (identity tokenization; applies to UID2-based delivery); Sovrn (cookie synchronization within the Delivr Pixel — US).

Retention

Provider retains raw visitor-level pixel data for no more than 13 months from collection. Aggregated and de-identified data may be retained indefinitely. On termination, Provider will cease processing Customer's first-party pixel data within 30 days and delete or anonymize it within 90 days of written request.

Security Measures

Encryption in transit (TLS 1.2+) and at rest; API key authentication; role-based access controls; logical separation of customer data by organization identifier; hosting on cloud platforms that maintain their own independent security attestations; vulnerability scanning; access logging and audit trails; 72-hour breach notification. Provider's security program is described at trust.delivr.ai.

Lawful Basis (Provider as Controller)

Provider processes personal data in its proprietary databases on the basis of legitimate interests in providing identity resolution, intent, and contact enrichment services, subject to applicable balancing tests under GDPR Article 6(1)(f).

Customer will not:

• use the Cloud Service to send unsolicited bulk email in violation of CAN-SPAM, CASL, or equivalent applicable law;
• use data returned by the Cloud Service for discriminatory profiling or targeting, or for any purpose prohibited by applicable fair lending, employment, housing, or civil rights law;
• resell, sublicense, or redistribute data returned by the Cloud Service to any third party as a standalone data product, except as expressly permitted by the Data Rights Terms and Customer's Data Rights Tier;
• use the Cloud Service to build or contribute to a product or service that competes with Provider's identity resolution, intent data, or contact enrichment offerings, except as expressly permitted by the Data Rights Terms;
• attempt to reverse-engineer, decompile, or derive Provider's resolution algorithms, intent models, or data sourcing methodology;
• access the Cloud Service by any means other than Provider's documented API endpoints and the authorized JavaScript pixel, including scraping, spidering, or automated harvesting;
• exceed the rate limits or usage limits stated in the applicable Order Form or API documentation;
• deploy the Delivr Pixel on any property Customer does not control or is not authorized to instrument; or
• use the Cloud Service in connection with any illegal activity.

Provider may suspend Customer's access on 24 hours' written notice for violations of this policy, or immediately and without notice for violations posing a security risk or legal liability.

This section applies only if and to the extent Customer uses the DSP Service. It imposes no obligations on a Customer that does not.

The DSP Service is Provider's programmatic media activation capability, through which audiences built on the Cloud Service are packaged as UID2 audiences (or other supported identifiers) and activated for advertising delivery, either through Provider's own DSP infrastructure (the "Delivr DSP") or by delivery to a third-party DSP seat. Audience building remains governed by the rest of this Agreement. Where Customer makes the DSP Service available to its own downstream clients, Customer remains fully responsible for their inputs, configurations, and use.

Media activation fees, the media management fee, pass-through segment charges, and any margin-share arrangement are set out on the pricing page or in a signed Order Form. All Delivr DSP media spend is pre-funded: Customer deposits funds into a designated media escrow account maintained by Provider at an FDIC-insured US depository institution, segregated from Provider's operating accounts and not commingled with Provider's general funds. Campaigns will not be initiated, and may be paused, without sufficient funds on deposit. Provider will return remaining escrow funds, net of undisputed amounts due, within ten business days after termination of the DSP Service.

Audiences and segments built for a specific downstream client engagement may be reused for that same client during the engagement and for 90 days after it concludes; reuse for a different client requires a new audience build. Suppression lists may be retained for the engagement and 180 days afterwards to support continued suppression. Neither party will use the DSP Service to deliver advertising to audiences known or reasonably believed to include children under 18, and Customer will ensure audience inputs contain no identifiers of children under 18.

Section 1.6 (Machine Learning) of the Standard Terms does not apply to Customer Content or Usage Data processed solely for DSP Service campaigns. Provider may use aggregated, de-identified performance and delivery data for product improvement, but will not use individual audience data or campaign configurations to train machine-learning models without Customer's prior written consent. Customer consents to Provider's use of DSP sub-processors, including The Trade Desk, Inc. (operator of the Unified ID 2.0 framework), the supply-side platforms and exchanges through which inventory is procured, and any third-party DSP to which audiences are delivered. Provider will give 30 days' prior written notice of changes to sub-processors that process personal data.

Provider uses commercially reasonable efforts to ensure the accuracy of data returned by the Cloud Service but does not warrant that all records will be complete, current, or error-free. Identity resolution is performed by deterministic matching against underlying data sources that change over time, and source records may be incomplete or out of date. Customer should validate results as appropriate for its use case.

Customer

The company or person who accesses or uses the Product. If the person accepting this Agreement does so on behalf of a company, "Customer" means that company.

Provider

Delivr.ai, Inc.

Effective Date

The date Customer first accepts this Agreement.

Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights.

Customer Covered Claims: Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights; or (2) results from Customer's breach or alleged breach of Section 2.1 (Restrictions on Customer).

General Cap Amount

1.0 times the fees paid or payable by Customer to Provider in the 12 month period immediately before the claim.

Governing Law

The laws of the State of Delaware, United States of America.

Chosen Courts

The state or federal courts located in Delaware, United States of America.

Section 12.2 of the Standard Terms is replaced with the following. Except as stated in the next paragraph, any waiver, modification, or change to this Agreement must be in writing and signed or electronically accepted by each party.

Referenced Policies. Certain operational policies are incorporated into this Agreement by reference to a web address rather than set out in full (each, a "Referenced Policy"), comprising each policy this Agreement expressly incorporates by reference to a dated, versioned web address. Provider publishes each Referenced Policy at a dated, versioned address, and the version in force is the version published as of the Effective Date until superseded under this section. Provider may update a Referenced Policy on at least 30 days' prior written notice to Customer's Notice Address, and the updated version takes effect at the end of that notice period. Provider will keep each superseded version available at its versioned address for the longer of the Subscription Period and three years, so that the version in force at any given time is ascertainable. If an update materially and adversely affects Customer, Customer may terminate this Agreement without penalty by written notice given before the update takes effect, and Provider will refund any prepaid, unused fees.

Provider may not use this section to change the Usage Rates or any other fees, the Data Rights Tier or the scope of the rights granted under Data Rights, the Data Rights restrictions, the limitation of liability, the indemnification obligations, the Governing Law or Chosen Courts, or the term and termination provisions. Any change to those requires a signed amendment, except Usage Rate changes made as expressly provided in Fees and Billing, which remain subject to the Renewal Rate Change cap.

If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms remain in full force and effect. A party's failure to enforce a term, or to exercise an option or right, is not a waiver of that term, option, or right.

Section 12.6 of the Standard Terms is replaced with the following. Neither party may assign this Agreement or any of its rights or obligations without the other party's prior written consent, which will not be unreasonably withheld, conditioned, or delayed. Either party may assign without consent to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all of the assigning party's obligations and the assigning party gives prompt written notice. Any attempted assignment in violation of this section is void. This Agreement binds and benefits the parties and their respective permitted successors and assigns.

Publicity rights are enabled under this Agreement, and Section 12.8 (Logo Rights) of the Standard Terms applies: Provider may identify Customer and use Customer's name and logo in marketing to identify Customer as a user of Provider's products and services. Customer grants Provider a non-exclusive, royalty-free license to do so in connection with marketing, promotion, or advertising of Provider or the Product for the length of the Agreement.

For Provider

info@delivr.ai

For Customer

The main email address on Customer's account.

For questions about these Terms of Service, contact info@delivr.ai.

Delivr.ai, Inc., 250 Wilson Ave, Satellite Beach, Florida 32937