Master Services Agreement

This Master Services Agreement (this "Agreement") is entered into by and between Janet AI Inc. ("Janet AI") and the person or entity that completes an Order or accesses or uses the Product ("Customer") and governs Customer's access to and use of the Janet AI Software, any related services, and, if applicable, Hardware provided under an applicable Order. By completing an Order or accessing or using the Product, Customer agrees to be bound by this Agreement. If an individual completes an Order or accesses or uses the Product on behalf of a company or other legal entity, that individual represents that they have authority to bind that entity, and "Customer" refers to that entity.

1. Definitions

1.1."Account" means Customer's account for accessing and using the Product, including any workspace, tenant, environment, administrator account, billing profile, or other account structure made available by Janet AI.

1.2."AI Input" means any prompt, instruction, query, data, content, or other material submitted to or processed by the Janet AI Software for purposes of generating, producing, recommending, or taking an AI Output or automated action.

1.3."AI Output" means any output, response, recommendation, classification, summary, draft, code, workflow action, automation, or other result generated, produced, recommended, or taken by or through the Janet AI Software.

1.4."Authorized User" means any employee, contractor, representative, or other individual authorized by Customer to access, use, or interact with the Hardware, the Janet AI Software, or any related Janet AI services on Customer's behalf, in each case subject to the access, administrative-control, and use restrictions set forth in this Agreement and the applicable Order.

1.5."Billing Period" means the recurring billing interval applicable to Customer's Plan or Order, as specified in the applicable Order, the Product, or the Pricing Page.

1.6."Cloud Deployment" means a deployment of the Product that is hosted, provisioned, or operated through cloud-based infrastructure, including any customer-specific container, server, tenant, workspace, environment, agent, or other technical environment made available by Janet AI.

1.7."Customer Data" means any information, data, content, communications, files, records, prompts, instructions, credentials, configurations, metadata, tickets, code, documents, messages, calendar data, emails, workflows, meeting recordings, audio, video, transcripts, summaries, notes, action items, speaker labels, meeting metadata, and other materials that are provided, transmitted, accessed, processed, stored, generated, received, or made available by or on behalf of Customer or any Authorized User through the Product. Customer Data includes AI Inputs and AI Outputs, but excludes Usage Data.

1.8."Customer Systems" means Customer's devices, networks, systems, software, applications, repositories, communication channels, productivity tools, email environments, calendars, file stores, codebases, ticketing tools, identity systems, and other technology, services, or environments controlled by or on behalf of Customer.

1.9."Hardware" means the Mac Mini or other computer hardware configured by Janet AI and provided, leased, placed, or otherwise made available to Customer for limited use during the applicable term pursuant to an Order.

1.10."Hardware Deployment" means a deployment of the Product that includes Hardware made available to Customer for limited possession and use in accordance with this Agreement and the applicable Order.

1.11."Integration" means any connection, credentialed access, API link, plugin, extension, workflow hook, third-party service connection, or other interoperability mechanism between the Janet AI Software or related services and any Customer System or third-party product or service.

1.12."Janet AI Software" means Janet AI's proprietary or licensed software, model configurations, prompts, workflows, connectors, scripts, interfaces, automations, agents, containers, environments, and related functionality made available by Janet AI under this Agreement, including any software installed, configured, or enabled on any Hardware, if applicable, and all related updates, excluding Customer Data and Third-Party Services.

1.13."Order" means any online order, checkout flow, plan selection, subscription, renewal, written order form, or other ordering process through which Customer orders access to or use of the Product, including any applicable Plan, deployment option, fees, usage parameters, support terms, billing terms, delivery details, or other transaction-specific terms, and that is accepted by Janet AI, including by Janet AI making the Product available to Customer.

1.14."Plan" means the subscription plan, tier, package, deployment option, usage package, or other Product offering selected by Customer through an Order.

1.15."Pricing Page" means Janet AI's then-current pricing page made available by Janet AI at https://www.janet.ai/pricing, as updated from time to time in accordance with this Agreement.

1.16."Product" means the Hardware, Janet AI Software, and related services identified in an applicable Order, as applicable. For clarity, an Order may cover Hardware, Janet AI Software, related services, a Cloud Deployment, a Hardware Deployment, a Plan, or any combination of the foregoing, and fees for Janet AI Software or related services may be separately documented or charged from Hardware fees as set forth in the applicable Order or other pricing documentation accepted by Customer or made available through the Pricing Page.

1.17."Recording Feature" means any Product feature that allows Customer or its Authorized Users to record, transcribe, summarize, analyze, generate notes from, or otherwise process meetings, calls, conversations, or other communications.

1.18."Subscription Term" means the period during which Customer is authorized to access and use the Product under an applicable Order, including any renewal period.

1.19."Third-Party Services" means any third-party products, services, software, models, model providers, APIs, infrastructure, hosting providers, communication tools, repositories, productivity suites, identity providers, security tools, or other external services used by Customer, connected by Customer, or relied on by Janet AI in connection with the Janet AI Software, including third-party AI or large language model providers.

1.20."Usage Data" means technical logs, telemetry, diagnostic information, performance data, support data, billing data, metering data, usage measurements, and usage metadata regarding operation and use of the Product and Janet AI Software, excluding Customer Data; provided that Usage Data may include limited Customer Data to the extent incidentally included in logs or support records generated in the ordinary course, and Janet AI will treat such Customer Data in accordance with this Agreement.

2. Orders; Scope

Customer may order access to the Janet AI Software, related services, and, if applicable, Hardware under one or more Orders. Janet AI will provide the Janet AI Software, related services, and any Hardware identified in the applicable Order, subject to this Agreement. An Order may specify the applicable Plan, Subscription Term, Cloud Deployment, Hardware Deployment, usage parameters, fees, billing terms, support terms, delivery terms, and other transaction-specific terms. Unless expressly stated in the applicable Order, fees for Hardware are separate from any fees for Janet AI Software, related services, usage-based charges, implementation, support, or other Product components. Any applicable pricing sheet, exhibit, online pricing page, or other pricing document incorporated into or accepted in connection with an Order, including the Pricing Page, will form part of the applicable Order for purposes of the fees and charges described therein. In the event the terms of any Order conflict with the terms of this Agreement, this Agreement will control, unless the applicable Order expressly states that it supersedes this Agreement with respect to the conflicting term.

3. Product Provision; Hardware Deployment

3.1. Janet AI Software and Related Services.Subject to Customer's payment of all applicable fees, Janet AI will provide the Janet AI Software and related services to Customer, as set forth in the applicable Order. If the applicable Order includes a Cloud Deployment, Janet AI will provision access to the Janet AI Software and related services through cloud-based infrastructure as described in the applicable Order, the Product, or the Documentation. If the applicable Order includes a Hardware Deployment or otherwise includes Hardware, Janet AI will configure and make available the Hardware to Customer as set forth in the applicable Order.

3.2. Hardware Ownership; Limited Use Right.If the applicable Order includes a Hardware Deployment or otherwise includes Hardware, Janet AI retains all right, title, and interest in and to the Hardware. No title to, or ownership interest in, the Hardware transfers to Customer. Subject to Customer's payment of all applicable fees and compliance with this Agreement and the applicable Order, Janet AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to possess and use the Hardware solely as a Janet AI-managed appliance for Customer's internal business use of the Janet AI Software and related services. The Hardware is provided as part of Janet AI's service-delivery infrastructure and may not be used as a general-purpose computer, shared workstation, unmanaged endpoint, personal device, server, or other customer-administered device. Customer is responsible for all loss, theft, damage, destruction, misuse, unauthorized access, or impairment of the Hardware from delivery to Customer or the delivery location specified in the applicable Order or otherwise provided by Customer until the Hardware is returned to Janet AI, except to the extent caused by Janet AI's breach of this Agreement.

3.3. Hardware Management; Use Restrictions.If the applicable Order includes a Hardware Deployment or otherwise includes Hardware, Janet AI may retain administrative, technical, and operational control over the Hardware, including through administrator credentials, device-management tools, remote access tools, monitoring, logging, security controls, updates, patches, configuration settings, and other technical restrictions. Unless Janet AI expressly agrees otherwise in writing, Customer will not receive administrator credentials or unrestricted operating-system-level access to the Hardware. Customer shall not, and shall not permit any Authorized User or third party to: (a) install, remove, disable, or modify software on the Hardware; (b) create, modify, or delete user accounts, credentials, permissions, device profiles, or management settings; (c) disable, bypass, remove, or interfere with any Janet AI security, monitoring, remote-management, access-control, update, logging, or technical-protection measure; (d) reconfigure, repurpose, jailbreak, wipe, erase, factory-reset, image, clone, reverse engineer, or attempt to gain administrative access to the Hardware; (e) connect the Hardware to unauthorized systems, networks, peripherals, storage devices, or services in a manner that creates security, operational, support, or legal risk; or (f) use the Hardware except as expressly permitted under this Agreement and the applicable Order. Janet AI may limit or decline support to the extent issues arise from Customer's use of the Hardware or Janet AI Software outside its intended deployment or from Customer's breach of this Section.

3.4. Customer Care, Custody, and Environment.If the applicable Order includes a Hardware Deployment or otherwise includes Hardware, Customer is responsible for the physical care, custody, and safekeeping of the Hardware while in Customer's possession or control. Customer shall maintain the Hardware in a secure indoor location, provide ordinary and reasonable protection against theft, loss, misuse, damage, unauthorized access, and environmental hazards, and maintain power, internet connectivity, local network access, and operating conditions reasonably necessary for the Hardware and Janet AI Software to function as intended. Customer shall promptly notify Janet AI of any loss, theft, damage, unauthorized access, malfunction, relocation, or suspected compromise involving the Hardware. Customer may not relocate the Hardware from the delivery location or approved deployment location without Janet AI's prior written approval, except for temporary relocation within the same Customer-controlled premises as reasonably necessary to maintain ordinary operation.

3.5. Return; Repair; Replacement.If the applicable Order includes a Hardware Deployment or otherwise includes Hardware, Customer shall return the Hardware to Janet AI upon expiration, termination, or cancellation of the applicable Order, or earlier if required under this Agreement or the applicable Order, in accordance with Janet AI's return instructions. Customer shall return the Hardware, including all included accessories, in substantially the same condition as delivered, ordinary wear and tear excepted. Janet AI may charge Customer for repair, replacement, shipping, recovery, or non-return fees as set forth in the applicable Order, Pricing Page, or this Agreement to the extent the Hardware is lost, stolen, not returned, returned late, damaged beyond ordinary wear and tear, missing included accessories, altered, wiped, reset, or otherwise impaired due to Customer's breach of this Agreement or the applicable Order.

4. Deployment; Configuration; Customer Environment

4.1. Configuration and Customer Environment.Janet AI may configure the Janet AI Software, related services, and, if applicable, Hardware for Customer based on Customer's requested workflows, designated systems, selected Integrations, selected deployment option, applicable Plan, and granted permissions. Customer acknowledges that the Janet AI Software and related services are intended to operate in or in connection with Customer's own environment and, depending on configuration, may access, connect with, and act within Customer Systems using credentials, tokens, permissions, and instructions authorized by Customer or its Authorized Users. If Customer selects a Cloud Deployment, Janet AI may provision, configure, operate, maintain, update, modify, suspend, deprovision, or replace cloud-based infrastructure, including customer-specific accounts, workspaces, tenants, containers, servers, environments, agents, or other technical components, as reasonably necessary to provide, maintain, support, secure, and improve the Product. If Hardware is provided under an applicable Order, Customer acknowledges that such Hardware may be configured, managed, monitored, updated, secured, and remotely administered by Janet AI as part of Janet AI's provision, operation, maintenance, support, and protection of the Product.

4.2. Customer Responsibilities.Customer is solely responsible for: (a) granting and revoking access to Customer Systems; (b) selecting which Integrations to enable; (c) determining the scope of permissions granted to the Janet AI Software and any applicable Product components; (d) approving the environments in which the Janet AI Software, related services, and, if applicable, Hardware will operate; (e) maintaining necessary internet connectivity, power, local network access, and environmental conditions; (f) ensuring appropriate internal approvals, oversight, and change management for deployment; and (g) if Hardware is provided under an applicable Order, maintaining the Hardware in accordance with this Agreement and not interfering with Janet AI's administrative, security, remote-management, monitoring, update, logging, or technical-protection controls.

4.3. Remote Access and Support.Janet AI may provide remote configuration, updates, patches, bug fixes, connector adjustments, or support access to the Janet AI Software, related services, and, if applicable, Hardware if remote access is enabled or otherwise reasonably required to provide the applicable Product components and operate the Janet AI Software. Customer authorizes such access to the extent reasonably necessary for setup, maintenance, support, security, management, monitoring, update, repair, replacement, retrieval, or deactivation of Janet AI Software, Hardware, and related components, subject to Customer's network controls and this Agreement. Janet AI will not be responsible for any delay, failure, interruption, or support limitation resulting from Customer's failure to enable or maintain required access, connectivity, permissions, or environmental conditions.

4.4. Interference. Customer shall not, and shall not permit any Authorized User or third party to, interfere with, disable, circumvent, or materially impair the Janet AI Software, related services, or, if applicable, Hardware, including any device management, monitoring, update, logging, security, access control, administrative, remote access, or technical protection measure implemented by Janet AI, except as expressly permitted under this Agreement or the applicable Order.

5. License; Reservation of Rights

5.1. License Grant.Subject to Customer's compliance with this Agreement, Janet AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable Subscription Term to access and use the Janet AI Software solely for Customer's internal business purposes, through Customer's Account, under the applicable Plan, in the deployment environment authorized by Janet AI or described in the applicable Order, and solely in accordance with the applicable Order, applicable usage limits, and this Agreement. No license or rights are granted by implication, estoppel, exhaustion, or otherwise.

5.2. Authorized Users.Customer may permit its Authorized Users to use the Janet AI Software on Customer's behalf, provided that Customer remains fully responsible for all acts and omissions of its Authorized Users and for ensuring that each Authorized User uses the Janet AI Software in compliance with this Agreement and the applicable Order. Authorized Users may use the Hardware only as necessary to access and use the Janet AI Software as permitted under this Agreement and the applicable Order, and no Authorized User is granted any right to administer, reconfigure, modify, or access the underlying operating system, device settings, administrator functions, management tools, or security controls of any Hardware unless Janet AI expressly authorizes such access in writing.

5.3. Reservation of Rights. Except for the limited rights expressly granted in this Agreement, Janet AI reserves all right, title, and interest in and to the Janet AI Software, Hardware, related software, model configurations, workflows, prompts, connectors, automations, interfaces, scripts, agent logic, configurations, templates, improvements, updates, modifications, derivative works, know-how, and all intellectual property rights therein, including all related technology and proprietary information, but excluding Customer Data. All rights not expressly granted to Customer are reserved by Janet AI and its licensors.

5.4. Restrictions.Customer shall not: (a) copy, modify, or create derivative works of the Janet AI Software or any Product component; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, object code, underlying ideas, algorithms, model configurations, prompts, workflows, architecture, structure, organization, or non-public functionality of the Janet AI Software or any Product component, except to the extent such restriction is prohibited by applicable law; (c) sell, resell, sublicense, distribute, or make the Janet AI Software or Product available to third parties other than Authorized Users acting for Customer; (d) use the Janet AI Software or Product to develop, train, improve, or commercialize any competing product or service; (e) remove, obscure, or alter any proprietary notices or usage restrictions in the Janet AI Software or Product; (f) circumvent or disable any security, access-control, license-management, usage-limitation, monitoring, metering, billing, or technical protection feature of the Janet AI Software, Hardware, or any other Product component; (g) access or use the Janet AI Software or Product in a manner intended to benchmark, test, or evaluate the Janet AI Software or Product for competitive purposes, except with Janet AI's prior written approval; (h) use the Janet AI Software or Product outside the scope of the applicable Order, including any applicable usage limits, Authorized User limits, Integration limits, Plan limits, Account limits, or deployment restrictions; (i) install, remove, disable, modify, reconfigure, wipe, reset, image, clone, repurpose, or otherwise alter any Hardware, operating system, software, configuration, user account, credential, permission, device profile, security setting, or management tool except as expressly authorized by Janet AI in writing; or (j) permit any third party to do any of the foregoing.

6. Customer Systems; Integrations; Permissions

6.1. Customer-Enabled Integrations.The Janet AI Software may work in connection with Customer Systems and Third-Party Services designated or enabled by Customer or its Authorized Users, including communication platforms, email systems, calendars, file repositories, tickets, code repositories, workflow tools, and other systems. Customer is solely responsible for determining whether to connect any Integration, which systems to connect, the level of access granted, the identity and authority of the accounts used, and whether enabled permissions are appropriate for Customer's operations, security posture, legal obligations, and internal policies. Customer acknowledges that broad permissions may allow the Janet AI Software to access, retrieve, modify, transmit, organize, delete, create, or otherwise act upon Customer Data and resources within connected systems. Customer's responsibilities under this Section apply regardless of whether the Janet AI Software operates through Janet AI-hosted infrastructure, Customer Systems, Hardware, or any combination of the foregoing.

6.2. Customer Responsibility for Permissions and Activity.Janet AI has no obligation to evaluate whether any Customer-selected Integration, permission scope, workflow, AI Input, or automated action is appropriate, lawful, secure, or aligned with Customer's intent. Customer is responsible for all activity taken through connected accounts, credentials, and Integrations that Customer or its Authorized Users enable for use with the Janet AI Software or related services, including maintaining, monitoring, limiting, and revoking such accounts, credentials, permissions, and Integrations as appropriate. Janet AI's ownership, configuration, management, or control of any Hardware or any Janet AI-hosted infrastructure, Cloud Deployment, customer-specific container, server, environment, agent, or other Product component does not make Janet AI responsible for Customer's selection of Integrations, authorization of connected accounts, permission scopes, workflows, instructions, AI Input, or automated actions within Customer Systems.

7. AI and Autonomous Functionality

7.1. AI Functionality. The Janet AI Software may include or enable artificial intelligence and generative AI that allow for automation, workflow execution, classification, summarization, scheduling, drafting, code generation, recording, transcription, meeting summarization, note generation, and similar autonomous or semi-autonomous functionality. Customer acknowledges and agrees that the Janet AI Software may, depending on configuration and granted permissions, take actions automatically and without case-by-case human review, including: (a) creating, updating, closing, or deleting tickets or tasks; (b) summarizing, classifying, organizing, or routing information; (c) scheduling or modifying meetings or calendar events; (d) drafting, sending, replying to, or otherwise acting on emails or messages; (e) accessing, organizing, moving, tagging, or modifying files or documents; (f) generating, editing, proposing, committing, or opening code changes, pull requests, or related engineering artifacts; (g) triggering or executing workflow automations across Customer Systems; (h) recording, transcribing, summarizing, identifying speakers in, generating notes or action items from, or otherwise processing meetings, calls, conversations, or other communications through the Recording Feature; or (i) taking other actions enabled by Customer configurations, Integrations, and permissions.

7.2. AI Outputs and Automated Actions.AI Outputs and automated actions may be inaccurate, incomplete, misleading, inconsistent, biased, unintended, improperly formatted, duplicative, delayed, result in unintended changes, or otherwise unsuitable for Customer's intended purpose. Recordings, transcripts, summaries, notes, action items, speaker labels, meeting outputs, and other outputs generated or processed through the Recording Feature may also be inaccurate, incomplete, misattributed, delayed, improperly formatted, or unsuitable for Customer's intended purpose. Janet AI does not warrant that any AI Output, recommendation, classification, code suggestion, workflow action, communication, schedule change, recording, transcript, summary, note, action item, speaker label, meeting output, or other autonomous act will be correct, complete, secure, available, lawful, non-infringing, or aligned with Customer's business intent or preferences.

7.3. Customer Responsibility.Customer is solely responsible for: (a) deciding whether and how to use autonomous functionality; (b) configuring workflows, thresholds, triggers, approval layers, escalation logic, and permissions; (c) supervising use by Authorized Users; (d) reviewing outputs and actions where appropriate for Customer's use case; (e) determining whether human review is required before or after automated actions; (f) validating code, messages, scheduling actions, workflow outputs, recordings, transcripts, summaries, notes, action items, speaker labels, meeting outputs, and business process impacts; and (g) bearing the operational consequences of Customer's and its Authorized Users' use of, and configurations, permissions, credentials, Integrations, and workflows enabled for, the Janet AI Software in Customer's environment, except to the extent caused by Janet AI's breach of this Agreement.

7.4. Customer Decisions.Customer remains solely responsible for all business, technical, legal, regulatory, engineering, product, security, employment, records management, and operational decisions made or implemented based on AI Outputs or autonomous actions. Customer assumes all risk arising from Customer's use of the Janet AI Software, related services, and, if applicable, Hardware except to the extent caused by Janet AI's breach of this Agreement.

7.5. Recording Feature.Customer is solely responsible for determining whether and how to use the Recording Feature, including whether to record, transcribe, summarize, analyze, store, share, or otherwise process any meeting, call, conversation, or other communication. Customer is solely responsible for providing all notices, obtaining all consents, securing all permissions, establishing any required legal basis, and complying with all laws, regulations, contractual obligations, employment policies, confidentiality obligations, and third-party platform requirements applicable to Customer's use of the Recording Feature. Janet AI provides the Recording Feature as a technology tool only and does not determine whether any meeting, call, conversation, or communication may lawfully be recorded, transcribed, summarized, analyzed, stored, shared, or otherwise processed.

8. Third-Party Services and AI Providers

8.1. Use of Third-Party Services. The Janet AI Software may rely on or work in connection with Third-Party Services, including third-party AI model providers, cloud or infrastructure providers, communication platforms, repositories, APIs, and other software or services not controlled by Janet AI.

8.2. Customer Data and Processing. Customer authorizes Janet AI to transmit, route, process, or make available Customer Data to Third-Party Services as reasonably necessary to provide the Janet AI Software and related services, including to support AI processing, inference, workflow execution, integrations, communications, recording, transcription, summarization, meeting analysis, storage, logging, infrastructure operations, support, security, and maintenance.

8.3. Changes to Third-Party Services. Janet AI may add, remove, substitute, or change Third-Party Services, model providers, infrastructure providers, or technical components used to provide the Janet AI Software from time to time, provided that Janet AI will not materially reduce the overall security of the Janet AI Software during the applicable Subscription Term.

8.4. Third-Party Limitations.Janet AI is not responsible for any act, omission, outage, degradation, interruption, security incident, model behavior, content filtering decision, retention practice, service limitation, pricing change, or other conduct of any Third-Party Service to the extent outside Janet AI's reasonable control or caused by Customer's or its Authorized Users' configuration, use, or enablement of such Third-Party Service. Customer's and its Authorized Users' use of Third-Party Services may be subject to separate third-party terms, policies, or technical limitations, and Customer is responsible for complying and ensuring that its Authorized Users comply with any such terms.

9. Customer Responsibilities

9.1. General Responsibilities.Customer shall use the Janet AI Software, related services, and, if applicable, Hardware only for lawful internal business purposes. Customer shall be responsible for ensuring that it has all rights, permissions, notices, and consents necessary to provide Customer Data and enable Integrations, automated actions, and, if applicable, the Recording Feature. Customer must maintain reasonable administrative, technical, and physical safeguards over Customer Systems, credentials, devices, networks, data, and, if applicable, Hardware in Customer's possession or control and ensure all Authorized Users are appropriately trained to use the Janet AI Software and related services and to handle any Hardware in accordance with this Agreement and the applicable Order.

9.2. Customer Data and Business Continuity.Customer is responsible for the accuracy, quality, legality, integrity, and backup of Customer Data and for maintaining appropriate redundancy, recovery, and business-continuity procedures for Customer Data and Customer Systems. Customer is responsible for exporting or otherwise preserving any Customer Data that Customer wishes to retain before expiration, termination, cancellation, or deletion, to the extent export functionality or other retention options are made available through the Product. Janet AI is not responsible for loss, corruption, or unavailability of Customer Data or Customer Systems except to the extent caused by Janet AI's breach of this Agreement.

9.3. Accounts, Credentials, Billing Information, and Unauthorized Use.Customer is responsible for all access to and use of the Janet AI Software, Product, Account, and related services through Customer's accounts, credentials, tokens, systems, or Integrations, whether authorized or unauthorized, except to the extent the unauthorized access or use is caused by Janet AI's breach of this Agreement. Customer is responsible for administering its Account, designating and managing Authorized Users, assigning roles and permissions, maintaining accurate and current account, administrator, billing, payment, delivery, and contact information, and promptly disabling or revoking access for any person who is no longer authorized to use the Product.

9.4. Hardware Responsibilities.If Hardware is provided under an applicable Order, Customer shall: (a) maintain the Hardware in a secure indoor location reasonably protected from theft, loss, misuse, damage, unauthorized access, environmental hazards, and physical tampering; (b) maintain power, internet connectivity, local network access, and operating conditions reasonably necessary for the Hardware and Janet AI Software to function as intended; (c) use the Hardware only for the permitted internal business purposes described in this Agreement and the applicable Order; (d) not move the Hardware from the approved deployment location except as permitted under Section 3 or with Janet AI's prior written approval; (e) not open, disassemble, repair, modify, wipe, reset, reconfigure, repurpose, or physically tamper with the Hardware; (f) not connect unauthorized peripherals, storage devices, networks, systems, or services to the Hardware in a manner that creates security, operational, support, or legal risk; and (g) promptly notify Janet AI of any loss, theft, damage, unauthorized access, malfunction, relocation, or suspected compromise involving the Hardware.

10. Prohibited Data and Restricted Uses

10.1. Prohibited Data. Customer shall not, and shall not permit any Authorized User or third party to, use the Product to access, process, store, or transmit any of the following, unless Janet AI expressly agrees otherwise in writing in the applicable Order or a separate written agreement: (a) protected health information subject to the Health Insurance Portability and Accountability Act (HIPAA); (b) payment card data subject to Payment Card Industry Data Security Standard (PCI DSS); (c) classified government information, controlled unclassified information, export-controlled technical data, or similarly regulated government data; (d) special category or sensitive personal data subject to heightened regulation where use would impose material additional compliance obligations on Janet AI; or (e) any other data prohibited by this Agreement, the AUP, the applicable Order, or applicable Product documentation.

10.2. Restricted Uses; Acceptable Use Policy.Customer shall comply, and shall ensure that its Authorized Users comply, with Janet AI's Acceptable Use Policy, available at https://www.janet.ai/acceptableuseor otherwise made available by Janet AI, as updated from time to time in accordance with its terms (the "AUP"). Customer is responsible for all acts and omissions of its Authorized Users in connection with the Product. Without limiting the AUP, Customer shall not, and shall not permit any Authorized User or third party to, use the Product: (a) in any life-safety, emergency-response, critical infrastructure, medical, transportation, weapons, or other fail-safe environment where failure, delay, or error could reasonably be expected to result in death, personal injury, severe property damage, or material environmental harm; (b) to make or support high-risk decisions requiring guaranteed accuracy, fail-safe performance, or specialized regulatory compliance, except where Customer implements appropriate human review, validation, safeguards, and compliance controls; (c) as the sole or primary basis for making employment, credit, housing, insurance, healthcare, legal, eligibility, access, disciplinary, or similarly significant decisions about individuals, without appropriate human review and safeguards; (d) to circumvent, disable, interfere with, or attempt to bypass any security, access control, usage-limitation, monitoring, rate-limiting, metering, billing, provisioning, or technical protection measures of the Product, Janet AI Software, Hardware, or Third-Party Services; (e) to access, test, scan, probe, or interfere with the Product, Janet AI Software, Hardware, or Third-Party Services in a manner that could compromise their security, integrity, availability, or performance, except as expressly authorized by Janet AI in writing; (f) to violate any usage restrictions, acceptable use requirements, license terms, documentation, or technical limitations applicable to any Third-Party Services used in connection with the Product; (g) if Hardware is provided, to obtain, attempt to obtain, use, or disclose administrator credentials, operating system-level access, device management access, or other restricted access to any Hardware or Product component except as expressly authorized by Janet AI in writing; (h) to record, transcribe, monitor, analyze, summarize, store, share, or otherwise process any meeting, call, conversation, or communication through the Recording Feature unless Customer has provided all legally required notices, obtained all legally required consents, and secured all rights, permissions, and legal bases necessary for such use; or (i) to use the Recording Feature in violation of any applicable wiretap, eavesdropping, call recording, privacy, employment, confidentiality, third-party platform, or similar law, rule, obligation, or requirement.

11. Data Rights; Privacy; Security

11.1. Customer Data.As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Janet AI a non-exclusive, worldwide, limited right to host, access, use, reproduce, transmit, process, store, modify, and otherwise handle Customer Data solely as necessary to provide, maintain, support, secure, and enforce the Janet AI Software, Hardware, related services, and this Agreement, and to configure, optimize, and improve the Janet AI Software and related services for Customer's use. Without limiting the foregoing, Customer authorizes Janet AI to process Customer Data through Cloud Deployments, Hardware Deployments, Janet AI Systems, customer-specific accounts, workspaces, tenants, containers, servers, environments, agents, Third-Party Services, and Customer-enabled Integrations as reasonably necessary to provide, operate, maintain, support, secure, troubleshoot, monitor, and improve the Product for Customer's use.

11.2. Model Training; Usage Data.Janet AI will not use Customer Data to train general-purpose artificial intelligence or machine learning models except as expressly authorized by Customer in writing. Janet AI may use Usage Data and aggregated or de-identified information for support, security, analytics, service improvement, and product development, provided such information does not identify Customer or disclose Customer's non-public Customer Data.

11.3. Security.Janet AI will use commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data in Janet AI's possession or control against unauthorized access, use, or disclosure. Where Hardware is provided under an applicable Order, Janet AI may implement and maintain technical and organizational measures for the Hardware, including remote management tools, monitoring, logging, access controls, updates, patches, configuration controls, and security tools, as Janet AI determines reasonably necessary to protect the Product, Customer Data, Janet AI systems, Third-Party Services, and other customers. Janet AI will notify Customer without undue delay after confirming a security incident involving unauthorized access to Customer Data in Janet AI's possession or control, unless prohibited by law. Customer acknowledges, however, that no service, system, or transmission method is completely secure and Janet AI does not guarantee that unauthorized access, outages, or other security events will never occur.

11.4. Data Transfers; DPA.Customer acknowledges that Customer Data may be transmitted outside the Customer environment and, if applicable, outside the Hardware, to Janet AI systems and Third-Party Services in connection with operation of the Janet AI Software and related services, including AI inference and support functions. Janet AI will not disclose Customer's non-public Customer Data to unrelated third parties except as permitted by this Agreement, as reasonably necessary to provide the Janet AI Software and related services, or as required by law. To the extent Janet AI processes personal data on Customer's behalf in a manner requiring a data processing agreement under applicable data protection laws, the parties will comply with any data processing addendum entered into by the parties or incorporated into this Agreement, the applicable Order, or another written or electronic agreement between the parties.

11.5. Deletion.Following expiration, termination, or cancellation of Customer's Account, Subscription Term, or applicable Order, Janet AI will delete Customer Data in accordance with Section 19.

12. Fees and Payments

12.1. Fees.Customer will pay the fees, usage charges, Hardware fees, implementation or support fees, and other amounts set forth in the applicable Order or any pricing sheet, exhibit, or Pricing Page, or other pricing document incorporated into or made available in connection with the applicable Order, plus any applicable taxes. Unless otherwise stated in the applicable Order or Pricing Page, all fees are payable in U.S. dollars, non-cancelable, and non-refundable. Unless otherwise stated in the applicable Order or Pricing Page, Customer will pay all applicable base subscription fees, recurring Hardware fees, usage-based fees, implementation fees, support fees, shipping fees, repair fees, replacement fees, non-return fees, and other charges based on the commercial terms stated in the applicable Order or any pricing sheet, exhibit, Pricing Page, or other pricing document incorporated into or made available in connection with the applicable Order. Unless otherwise stated in the applicable Order or Pricing Page, base subscription fees are charged monthly in advance and will be prorated for any partial initial Billing Period. Janet AI may update usage-based pricing from time to time by updating the Pricing Page or otherwise providing notice through the Product, Customer's Account, email, or other reasonable means, provided that updated pricing will apply only to usage after the effective date of the pricing update.

12.2. Billing and Payment.If Customer provides a payment method to Janet AI, Customer authorizes Janet AI to charge the payment method for fees and charges due under the applicable Order or this Agreement, including base subscription fees, recurring Hardware fees, usage-based fees, implementation fees, support fees, shipping fees, taxes, repair fees, replacement fees, non-return fees, and any other amounts payable by Customer. Customer shall maintain accurate and current billing and payment information in Customer's Account and authorizes Janet AI and its payment processors to store and charge Customer's payment method for recurring and usage-based fees and other amounts payable under this Agreement or the applicable Order. Unless otherwise stated in the applicable Order or Pricing Page, usage-based fees are calculated based on usage during the applicable Billing Period and charged monthly in arrears. If fees are invoiced, Customer will pay each undisputed invoice within the payment period stated in the applicable Order, or if no period is stated, within thirty (30) days after the invoice date.

12.3. Usage-Based Fees.Customer is responsible for all usage-based fees incurred through Customer's or its Authorized Users' use of the Product, including usage incurred through Customer's accounts, credentials, Integrations, workflows, enabled automations, Recording Feature, AI processing compute usage, storage, transcription or other metered Product features or usage events described in the applicable Order or Pricing Page. Failure to pay any fees or late payments may result in suspension or termination of Customer's access to the Janet AI Software and related services, subject to any notice and cure rights set forth in this Agreement or the applicable Order. Customer may terminate its use of the Product as permitted under this Agreement or the applicable Order, but termination does not relieve Customer of any obligation to pay fees incurred before the effective date of termination. In the event Janet AI suspends or terminates Customer's access to the Product or Customer's license to use the Janet AI Software for Customer's breach of this Agreement or the applicable Order, Customer shall receive no refund or exchange except to the extent expressly required by the applicable Order, this Agreement, or applicable law.

12.4. Hardware Fees; Non-Return and Replacement Charges.If an applicable Order includes Hardware, Customer is responsible for all Hardware fees and other Hardware-related charges stated in the applicable Order or Pricing Page or payable under this Agreement. Janet AI may charge Customer the applicable repair, replacement, recovery, or non-return fee if the Hardware is lost, stolen, not returned, returned late, damaged beyond ordinary wear and tear, missing included accessories, altered, wiped, reset, or otherwise impaired due to Customer's breach of this Agreement or the applicable Order. Any replacement or non-return fee is intended to compensate Janet AI for the cost and administrative burden of replacing, recovering, repairing, restoring, and redeploying the Hardware and is not a penalty. Payment of any replacement or non-return fee does not transfer title to the Hardware unless Janet AI expressly agrees otherwise in writing.

13. Confidentiality

13.1. Confidential Information.From time to time during the term of this Agreement or an applicable Order, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally, visually, electronically, or in writing, and whether or not marked confidential, if a reasonable person would understand the information to be confidential under the circumstances (collectively, "Confidential Information"). Customer Data is Customer's Confidential Information. The Janet AI Software and all non-public pricing, product design, technical information, security information, business information, product roadmaps, model configurations, prompts, workflows, connectors, scripts, automations, and related know-how of Janet AI are Janet AI's Confidential Information.

13.2. Exclusions.Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes generally available to the public through no breach of this Agreement by the receiving party; (b) was known to the receiving party without restriction on use or disclosure before receipt from the disclosing party; (c) is rightfully received by the receiving party from a third party without restriction on use or disclosure and without breach of any obligation owed to the disclosing party; or (d) was independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

13.3. Use and Disclosure.The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, contractors, affiliates, professional advisors, and service providers who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are bound by confidentiality obligations at least as protective as those set forth in this Agreement. The receiving party shall use the disclosing party's Confidential Information only to exercise its rights or perform its obligations under this Agreement and shall protect such Confidential Information using at least reasonable care.

13.4. Required Disclosure.Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party (to the extent not prohibited by applicable law) and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings.

13.5. Return and Destruction.Subject to Section 19 with respect to Customer Data, upon expiration or termination of the Agreement or the applicable Order, or upon the disclosing party's reasonable written request, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies, except that the receiving party may retain copies to the extent required by law or maintained in archival or backup systems in the ordinary course, subject to continued confidentiality obligations under this Agreement.

13.6. Confidentiality Period.Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date this Agreement becomes effective for Customer and will survive the termination or expiration of this Agreement for five (5) years, except that obligations with respect to trade secrets will continue for so long as such information remains protected as a trade secret under applicable law.

14. Intellectual Property

14.1. Janet AI Technology.Janet AI shall own all intellectual property rights in the Janet AI Software, whether registered or unregistered, including rights in graphics, logos, "look and feel," trade dress, structure, organization, code, and all other content in the Janet AI Software and compilation thereof, anywhere in the world. These intellectual property rights belong to Janet AI or its licensors and are valuable trade secrets and confidential information of Janet AI, and are protected by intellectual property laws. Except for Customer Data, Janet AI and its licensors own all right, title, and interest in and to the Janet AI Software, Product, Hardware, and any Usage Data, including all intellectual property, industrial property, and proprietary rights recognized anywhere in the world at any time. Janet AI also owns all improvements, updates, modifications, enhancements, configurations, workflows, prompts, templates, connectors, scripts, automations, agents, containers, environments, model configurations, Recording Feature functionality, model configurations, know-how, and other technology developed by or on behalf of Janet AI in connection with providing the Product, but excluding Customer Data. For clarity, Customer Data includes AI Outputs and Customer's recordings, transcripts, summaries, and other content generated from or based on Customer Data through the Recording Feature, subject to Janet AI's ownership of the Janet AI Software, Product, underlying technology, Usage Data, and other Janet AI Technology. No rights are granted to Customer except as expressly set forth in this Agreement or an applicable Order.

14.2. Feedback.If Customer or any Authorized User provides suggestions, comments, ideas, recommendations, enhancement requests, or other feedback regarding the Product, Janet AI Software, or related services, Janet AI may use such feedback without restriction or obligation to Customer, provided that Janet AI will not identify Customer as the source of the feedback without Customer's consent.

15. Representations and Warranties

15.1. Disclaimer.EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR AN APPLICABLE ORDER, JANET AI PROVIDES THE PRODUCT ON AN "AS IS" AND "AS AVAILABLE" BASIS. JANET AI MAKES NO GUARANTEE THAT THE PRODUCT WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. JANET AI HAS NO OBLIGATION TO CORRECT ANY BUGS, DEFECTS OR ERRORS IN THE PRODUCT OR TO OTHERWISE SUPPORT, DEVELOP OR MAINTAIN THE PRODUCT EXCEPT AS EXPRESSLY SET FORTH IN THE APPLICABLE ORDER. While Janet AI takes reasonable precautions to prevent the existence of computer viruses and/or other malicious programs, Janet AI accepts no liability for them except to the extent caused by Janet AI's breach of this Agreement. Janet AI makes no promises or guarantees, whether express or implied, that the content and any AI outputs or automations provided through the Product are accurate, complete, or up to date. Janet AI does not warrant that any Cloud Deployment, Hardware Deployment, customer-specific account, workspace, tenant, container, server, environment, agent, Integration, usage-based feature, metered feature, Recording Feature, recording, transcript, summary, note, action item, speaker label, meeting output, or other Product feature or output will be uninterrupted, error-free, accurate, complete, available, legally compliant, or suitable for Customer's intended purpose.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, JANET AI EXCLUDES ALL CONDITIONS, WARRANTIES, REPRESENTATIONS AND OTHER TERMS, WHICH MAY APPLY TO THE PRODUCT, THE HARDWARE, RELATED SERVICES, AND THE JANET AI SOFTWARE WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AVAILABILITY, ACCURACY, AND NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES WITH RESPECT TO THE PRODUCT, HARDWARE, RELATED SERVICES, AND THE JANET AI SOFTWARE AND ALL INFORMATION, AI OUTPUTS, AUTOMATIONS, RECORDINGS, TRANSCRIPTS, SUMMARIES, NOTES, ACTION ITEMS, SPEAKER LABELS, MEETING OUTPUTS, AND CONTENT PROVIDED THROUGH THE PRODUCT.

No information or advice obtained through Janet AI or the Product, or affirmation by Janet AI, by words or actions, shall constitute a warranty.

15.2. AI Outputs and Automated Actions.WITHOUT LIMITING THE FOREGOING, JANET AI DOES NOT WARRANT THAT: (i) ANY AI OUTPUT OR AUTONOMOUS ACTION WILL BE CORRECT, COMPLETE, RELIABLE, OR SUITABLE; (ii) ANY AUTOMATED ACTION WILL REFLECT CUSTOMER'S INTENT OR BUSINESS PREFERENCES; (iii) ANY CODE GENERATED OR MODIFIED THROUGH THE PRODUCT WILL BE SECURE, ERROR-FREE, NON-INFRINGING, OR READY FOR PRODUCTION USE; OR (iv) ANY MESSAGE, EMAIL, TICKET, FILE ACTION, SCHEDULE CHANGE, WORKFLOW EXECUTION, RECORDING, TRANSCRIPT, SUMMARY, NOTE, ACTION ITEM, SPEAKER LABEL, MEETING OUTPUT, OR OTHER OUTPUT OR ACTION GENERATED, PROCESSED, OR TAKEN THROUGH THE PRODUCT WILL BE APPROPRIATE OR FREE FROM ERROR.

15.3. Recording Compliance.WITHOUT LIMITING THE FOREGOING, JANET AI DOES NOT WARRANT OR REPRESENT THAT CUSTOMER'S USE OF THE RECORDING FEATURE, INCLUDING ANY RECORDING, TRANSCRIPTION, SUMMARIZATION, ANALYSIS, STORAGE, SHARING, OR OTHER PROCESSING OF MEETINGS, CALLS, CONVERSATIONS, OR COMMUNICATIONS, COMPLIES WITH ANY APPLICABLE WIRETAP, EAVESDROPPING, CALL-RECORDING, PRIVACY, EMPLOYMENT, CONFIDENTIALITY, THIRD-PARTY PLATFORM, OR SIMILAR LAW, RULE, OBLIGATION, OR REQUIREMENT.

16. Indemnification

16.1. Customer Indemnity.Customer shall defend, indemnify, and hold harmless Janet AI and its officers, directors, employees, affiliates, contractors, and agents from and against any third-party claims, actions, damages, liabilities, losses, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (i) Customer Data; (ii) Customer's or any Authorized User's use of the Product; (iii) Customer's selected Integrations, permissions, workflow configurations, or automated actions enabled by Customer or its Authorized Users; (iv) Customer's violation of applicable law or third-party rights; (v) Customer's breach of this Agreement or any AUP incorporated into this Agreement or the applicable Order; (vi) any claim arising from actions taken by the Janet AI Software within the scope of permissions, credentials, and workflows authorized by Customer or its Authorized Users, except to the extent caused by Janet AI's breach of this Agreement; (vii) unauthorized access to or use of the Product, Customer Systems, Customer Data, accounts, credentials, tokens, or Integrations, except to the extent caused by Janet AI's breach of this Agreement; (viii) Customer's or any Authorized User's loss, theft, misuse, unauthorized modification, damage, failure to return, unauthorized transfer, or unauthorized access to any Hardware, except to the extent caused by Janet AI's breach of this Agreement; (ix) Customer's or any Authorized User's recording, transcription, monitoring, analysis, summarization, storage, sharing, or other processing of any meeting, call, conversation, or communication through the Recording Feature; (x) Customer's or any Authorized User's failure to provide required notices, obtain required consents, secure required permissions, establish any required legal basis, or comply with any applicable wiretap, eavesdropping, call-recording, privacy, employment, confidentiality, third-party platform, or similar law, rule, obligation, or requirement in connection with the Recording Feature; or (xi) Customer's or any Authorized User's lack of authority to connect, access, use, modify, transmit, delete, or act upon any Customer System, Third-Party Service, account, credential, token, Integration, meeting, call, conversation, communication, or Customer Data.

16.2. Indemnity Procedure.Janet AI will provide Customer with prompt written notice of any claim for which it seeks indemnification, reasonable cooperation, and control of the defense and settlement; provided that Customer may not settle any claim in a manner that admits fault by Janet AI or imposes liability, injunctive relief, or other non-monetary obligations on Janet AI without Janet AI's prior written consent.

17. Limitation of Liability

17.1. Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL JANET AI OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OR CORRUPTION OF DATA, COST OF REPLACEMENT TECHNOLOGY, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2. Liability Cap.IN NO EVENT WILL THE AGGREGATE LIABILITY OF JANET AI OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ORDER, OR THE PRODUCT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO JANET AI UNDER THE APPLICABLE ORDER PLAN, SUBSCRIPTION, OR ACCOUNT GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, STATUTE, OR OTHERWISE, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THIS SECTION LIMITS CUSTOMER'S PAYMENT OBLIGATIONS, INCLUDING CUSTOMER'S OBLIGATION TO PAY BASE SUBSCRIPTION FEES, USAGE-BASED FEES, HARDWARE FEES, REPLACEMENT FEES, NON-RETURN FEES, OR OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT OR ANY APPLICABLE ORDER, OR EITHER PARTY'S LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW.

18. Term; Termination

18.1. Term. This Agreement begins on the date Customer first completes an Order or accesses or uses the Product and continues until terminated in accordance with this Agreement or until all Orders, Subscriptions, and Accounts have expired or been terminated or closed.

18.2. Subscription Renewal and Cancellation.Unless otherwise stated in the applicable Order or Pricing Page, each Subscription will continue for successive Billing Periods until cancelled in accordance with this Agreement or the applicable Order. Customer may cancel a Subscription through the Product or through any other cancellation method made available by Janet AI. Unless otherwise stated in the applicable Order, Pricing Page, or cancellation flow, cancellation will be effective at the end of the then-current Billing Period. Customer remains responsible for all fees and charges incurred before the effective date of cancellation, including usage-based fees, and cancellation will not result in any refund or credit except as expressly stated in this Agreement, the applicable Order, or applicable law. Upon the effective date of cancellation, Customer's access to the applicable Product components will terminate, and offboarding, data deletion, and any applicable Hardware return obligations will be handled in accordance with Section 19.

18.3. Termination for Breach.In addition, either party may terminate this Agreement or an applicable Order if the other party materially breaches this Agreement or the applicable Order and fails to cure such breach within thirty (30) days after written notice, except that Janet AI may suspend or terminate immediately for Customer's unlawful use, violation of the AUP, violation of Section 10, unauthorized access to or modification of Hardware, interference with Janet AI's administrative, security, remote management, monitoring, update, logging, or technical protection controls, failure to return Hardware when required, nonpayment, fraud, abuse, attempted fee avoidance, or use creating material security, legal, operational, reputational, or third-party risk.

18.4. Suspension for Nonpayment. Janet AI may suspend access to the Janet AI Software, Product, Account or related services and, if applicable, remotely disable, limit, lock, or deactivate Hardware or related Product components for nonpayment if Customer fails to pay undisputed overdue amounts within ten (10) days after written notice.

18.5. Suspension to Prevent Harm. Janet AI may suspend access to any portion of the Janet AI Software, Product, Account or related services and, if applicable, remotely disable, limit, lock, update, manage, or deactivate Hardware or related Product components if reasonably necessary to prevent harm, address security concerns, comply with law, avoid third-party liability, or protect Janet AI, the Product, Third-Party Services, or its other customers, and Janet AI will use commercially reasonable efforts to limit the suspension to the affected portion of the Janet AI Software, Product, Account, or related services where practicable.

19. Effect of Termination; Offboarding

19.1. Offboarding.Upon expiration, termination, cancellation, or closure of this Agreement or any Order, Subscription, Account, or applicable portion of the Product: (a) Customer's rights to use the Janet AI Software and related Janet AI software components under the terminated or expired Order, Subscription, Account, or Product component terminate; (b) Customer shall cease use of the Janet AI Software under the terminated or expired Order, Subscription, Account, or Product component; (c) Customer shall revoke or disable Janet AI's access, and the access enabled through the Product or Janet AI Software, to Customer Systems, Integrations, accounts, credentials, tokens, and environments as applicable to the terminated or expired Order, Subscription, Account, or Product component; (d) Janet AI may remotely disable, deactivate, lock, limit, manage, deprovision, delete, or require removal of the Janet AI Software and related Janet AI components from the Hardware, any Cloud Deployment, customer-specific account, workspace, tenant, container, server, environment, agent, or any other Customer-controlled deployment environment; (e) if the applicable Order includes Hardware, Customer shall cease all use of the Hardware and return the Hardware, including all included accessories, to Janet AI in accordance with Janet AI's return instructions within twenty-one (21) days after Janet AI provides such return instructions, unless a different return period is stated in the applicable Order; and (f) Customer shall pay all fees and other amounts accrued or payable through the effective date of expiration, termination, or cancellation, including any usage-based fees incurred before the effective date of expiration, termination, or cancellation, and all fees are non-refundable except as expressly stated in this Agreement, the applicable Order, or applicable law.

19.2. Customer Data Deletion.Customer is responsible for exporting or otherwise preserving any Customer Data that Customer wishes to retain before expiration, termination, cancellation, or closure of the applicable Account, Subscription, Order, or Product component, to the extent export functionality or other retention options are made available through the Product. Following the effective date of expiration, termination, cancellation, or closure, Janet AI will delete Customer Data from active production systems in accordance with Janet AI's standard deletion procedures. Customer acknowledges that deletion may be irreversible and that Janet AI will have no obligation to restore Customer Data after deletion. Notwithstanding the foregoing, Janet AI may retain Customer Data to the extent maintained in backups, archives, logs, security records, support records, or similar systems until deleted in accordance with Janet AI's ordinary-course retention practices, and may retain Usage Data, aggregated or de-identified information, billing records, tax records, legal and compliance records, security and fraud-prevention records, and other information to the extent reasonably necessary for legal compliance, dispute resolution, enforcement, security, fraud prevention, accounting, or legitimate business purposes, subject to this Agreement.

19.3. Hardware Non-Return; Replacement Fee.If Customer fails to return the Hardware within the applicable return period, or if the Hardware is returned damaged beyond ordinary wear and tear, missing included accessories, altered, wiped, reset, modified, or otherwise impaired due to Customer's breach of this Agreement or the applicable Order, Janet AI may charge Customer the replacement or non-return fee stated in the applicable Order or Pricing Page. Payment of any replacement or non-return fee does not transfer title to the Hardware unless Janet AI expressly agrees otherwise in writing. Janet AI's acceptance of any replacement or non-return fee does not limit any other rights or remedies available to Janet AI under this Agreement, the applicable Order, or applicable law.

19.4. Survival. Sections that by their nature should survive termination will survive, including provisions regarding payment obligations, confidentiality, intellectual property, disclaimers, indemnification, limitation of liability, and dispute resolution, restrictions on use of the Janet AI Software and Hardware, Hardware return obligations, Hardware repair, replacement, and non-return fee obligations, Customer Data deletion and retention provisions, Usage Data rights, and AUP obligations that by their nature should survive.

20. General

20.1. Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates any partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

20.2. Assignment.Customer may not assign this Agreement without Janet AI's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer's assets, provided the assignee agrees in writing to be bound by this Agreement and the assignment does not materially increase Janet AI's obligations or risk under this Agreement. Janet AI may assign this Agreement to an affiliate or in connection with a merger, reorganization, financing, change of control, or sale of all or substantially all of its assets or business to which this Agreement relates.

20.3. Force Majeure.Neither party will be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including internet outages, infrastructure failures, Third-Party Service failures, labor disputes, governmental acts, or force majeure events, provided that this Section does not excuse Customer's payment obligations, Hardware return obligations, or obligations to protect Hardware in Customer's possession or control.

20.4. Notices.Notices under this Agreement must be in writing and sent to the addresses or email addresses set forth in the applicable Order, Customer's Account, billing profile, administrator profile, or other contact information provided through the Product or otherwise designated by the receiving party in writing. Janet AI may provide operational, billing, security, Product, Account, Order, Pricing Page, AUP, and Agreement update notices by email, through the Product, through Customer's Account, or by posting to Janet AI's website or other location made available by Janet AI.

20.5. Governing Law; Disputes.This Agreement is governed by the laws of the State of California, without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures by a single arbitrator in California. The arbitration will be conducted in English, and judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys' fees and costs, except as otherwise provided by the arbitrator or applicable law. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information, systems, Hardware, or Product components from unauthorized use or disclosure.

20.6. Equitable Relief. Customer acknowledges that unauthorized use or disclosure of the Janet AI Software, Hardware, Product, or Confidential Information may cause irreparable harm for which monetary damages would be inadequate, and Janet AI may seek equitable relief without posting bond or proving actual damages.

20.7. Entire Agreement. This Agreement, together with the applicable Orders, the Pricing Page, the AUP, and any documents expressly incorporated by reference in this Agreement or the applicable Order, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings regarding that subject matter. Any purchase order, vendor portal terms, invoice terms, or other Customer-provided terms are rejected and will be void unless expressly agreed in writing by Janet AI.

20.8. Amendment.Janet AI may update this Agreement from time to time for future Orders renewals, Subscription Terms, or continued use of the Product. Unless otherwise stated in this Agreement, updates will be effective when posted or otherwise made available by Janet AI; provided that updates will not materially reduce Customer's rights or impose materially greater obligations during an active Subscription Term unless Customer accepts the updated Agreement, continues using the Product after notice of the update, renews a Subscription, completes a new Order, or the update is reasonably necessary to address legal, security, product-integrity, Third-Party Service, abuse prevention, or similar operational concerns. Any amendment to a written enterprise Order must be in writing or otherwise accepted through an electronic mechanism that evidences the parties' assent.

20.9. Severability.If any provision of this Agreement is held unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent as closely as possible.