INTRODUCTION

1. Structure. This document consists of this Introduction, Part I and Part II. Part I governs the relationship between Peec AI GmbH and its customers. Part II governs the relationship between Peec AI US Inc. and its customers. Each customer contracts with one of these entities only.

2. Contracting Entity. The Peec entity with which Customer contracts is the entity named in the Order. If no entity is named, in particular where Customer subscribes online, Customer contracts with Peec AI US Inc. if the billing address provided at sign-up is in the United States or Canada, and with Peec AI GmbH in all other cases. A subsequent change of the billing address does not change the contracting entity.

3. Applicable Part. If Customer contracts with Peec AI GmbH, the Master Customer Agreement (“Agreement”) consists of this Introduction and Part I. If Customer contracts with Peec AI US Inc., the Agreement consists of this Introduction and Part II. The other Part does not apply. Capitalized terms have the meaning given in the applicable Part, and references to Sections refer to Sections of that Part.

4. Related Documents. References in each Part to the Data Processing Agreement, the End User License Agreement, the privacy policy and the Documentation refer to the documents of the contracting Peec entity.

5. Precedence. The order of precedence between the documents forming the Agreement is set out in Section 13.13 of the applicable Part.

PART I – PEEC AI GMBH

(Customers outside the United States and Canada)

This Master Customer Agreement (“Agreement”) is entered into by and between Peec AI GmbH, Karl-Liebknecht-Straße 14, 10178 Berlin, Germany (“Peec”) and the customer (“Customer”) accessing Peec’s products or services as identified in one or more Orders (the “Services”). This Agreement takes effect on the earlier of when Customer (a) executes an Order for the Services; or (b) otherwise accepts the terms of this Agreement using a mechanism provided by Peec (the “Effective Date”).

By executing an Order that references this Agreement, Customer agrees to be legally bound by this Agreement. If Customer is a business or other legal entity, the individual accepting this Agreement confirms they have the legal right and authority to bind such entity to its terms; consequently, all mentions of “Customer” in this Agreement will refer to such business or legal entity. If Customer is not eligible, or does not agree to this Agreement, Customer does not have Peec’s permission to use the Services. The Services are offered exclusively to entrepreneurs (Unternehmer) within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch, “BGB”). Consumers within the meaning of Section 13 BGB may not use the Services.

In consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows:

1. SERVICES AND SUPPORT

1.1 Provision of Services. Subject to the terms of this Agreement, Peec will provide the Services to Customer. Services are licensed to Customer based on the terms set forth in an order form or other ordering document as mutually agreed to by the parties or through online ordering functionality made available by Peec (each, an “Order”). Each Order will include the specific details regarding the Service(s) ordered by Customer, including, as applicable, the number of seats, and the period during which Customer’s (and its Users’) subscription to access and use the Service(s) for which such Order applies (the “Subscription Term”).

1.2 Users. Only employees or contractors of Customer that Customer allows to use the Services on Customer’s behalf (each a “User”) and, solely to the extent permitted under Section 1.3, Customer’s end customers (“End Customers”) and their employees or contractors acting in such capacity (“End Customer Personnel”) may access and use the Services. Users and End Customers (including their End Customer Personnel) may be required to use certain credentials designated by Peec or login with supported third-party identity provider accounts (including, Google, Microsoft, or other single sign-on provider) (“Log-in Credentials”). Each User and End Customer (including its End Customer Personnel) must maintain the confidentiality of their Log-in Credentials and must not share them with any other person. End Customers must accept Peec’s End User License Agreement (“EULA”) before accessing the Services. Customer is responsible for facilitating End Customer enrollment and directing End Customers to accept the EULA. Peec is not obligated to provide the Services to any End Customer who has not accepted the EULA. Peec’s obligations to End Customers are governed solely by the EULA, not this Agreement. Customer shall ensure that it is entitled to provide End Customer information to Peec to facilitate the applicable End Customer’s access to the Services. Customer is responsible for its Users’ and End Customers’ (including their End Customer Personnel’s) compliance with and adherence to this Agreement, the EULA, and for all activity conducted under their Log-in Credentials. Customer will promptly notify Peec upon becoming aware of any compromised Log-in Credentials. Peec may collect User and End Customers (including their End Customer Personnel) information when creating Log-in Credentials for providing the Services, as described in Peec’s privacy policy. Customer acknowledges and agrees that its and its Users’ use of the Log-in Credentials may also be subject to the terms of service and privacy policies of the applicable third-party integration. Peec makes no representations or warranties about the security or privacy practices of any third-party identity providers.

1.3 Permitted Use. During a Subscription Term, subject to Customer’s compliance with the terms of this Agreement, Customer may, in accordance with the Documentation, this Agreement, and any limitations set forth in an Order, (a) access and use the Services only for its internal business purposes; and (b) make available to End Customer the Services for such End Customer’s access and use in accordance with the EULA. “Documentation” refers to instructional materials, guides, and resources provided by Peec to help users understand, use, and troubleshoot the Services. For the avoidance of doubt, (i) Peec is not appointing Customer as a reseller of the Services, nor do the foregoing licenses permit Customer to grant independent subscriptions or licenses to any third party in or to the Services, (ii) End Customers may not access or use the Services for any purposes except as permitted by the EULA, and (iii) any ongoing access to or rights to use the Services by or on behalf of any End Customer following the conclusion of the applicable engagement between the Customer and the End Customer must be pursuant to a separate written agreement between such End Customer and Peec.

1.4 High Risk Activities. Customer must not use the Services with Prohibited Data or for any activities where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control, or for any practice prohibited under Article 5 of Regulation (EU) 2024/1689 (AI Act) or as part of a high-risk AI system within the meaning of Article 6(2) of, and Annex III to, that Regulation (“High Risk Activities”). Customer acknowledges that the Services are not intended to meet any legal or regulatory obligations for these uses. Subject to Section 11, Peec has no liability for Prohibited Data or use of the Services for High Risk Activities.

1.5 Restrictions. Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Services to a third party (other than Users or, solely in connection with the provision of the Services to End Customers, in each case as permitted herein); (b) use the Services on behalf of, or provide the Services to third parties on a service bureau, rental, or managed services basis (except as expressly permitted under Section 1.3); (c) use the Services to develop a similar or competing product or service or in a manner otherwise detrimental to Peec’s business; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Services, except to the extent expressly permitted by Law (and then only with prior notice to Peec); (e) modify or create derivative works of the Services or copy any element of the Services; (f) remove or obscure any proprietary notices in the Services; (g) publish benchmarks or performance information about the Services; (h) interfere with the operation of the Services (including the collection of Usage Data), circumvent any access restrictions, or conduct any security or vulnerability test of the Services; (i) transmit any viruses or other harmful materials to the Services; (j) take any action that risks harm to others or to the security, availability, or integrity of the Services; (k) access or use the Services in a manner that violates any Law; (l) access, search, or otherwise use any portion of the Services (including output) through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools); (m) use, direct, or allow the Services to include use of any artificial intelligence or machine learning model in a manner that violates the terms of use or privacy policy, or other applicable terms, or the intellectual property or proprietary rights, of any third party or applicable Law; (n) modify the Documentation, change any of the interfaces described in the Documentation, or extend any interfaces except as described in the Documentation; (o) subject any portion of the Services or any Peec intellectual property right in any portion thereof to the terms of any “open source” license (including a license that requires, as a condition of use, modification, or distribution of technology subject to such license, that such technology or other technology combined or distributed with such technology (1) be disclosed or distributed in source code form, (2) be licensed for the purpose of making derivative works, or (3) be re-distributable at no charge); or (p) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other account on the Services without permission (collectively, (a)-(p), the “Restricted Activities”).

1.6 API License. Peec may make application programming interfaces and associated tools, software, code, materials, and associated documentation (“APIs”), available that are designed to permit Customer to integrate its systems and tools with the Services. Subject to Customer’s complete and ongoing compliance with this Agreement and to the extent agreed in an Order, Peec grants Customer a non-exclusive, non-sublicensable, nontransferable, limited, revocable license to internally use the APIs to connect with the Services. Customer has no right to distribute or allow access to the stand-alone APIs and Customer’s rights to the APIs are subject to Peec’s policies, if any. Customer’s use of the APIs is subject to the following usage limitations: (a) the APIs may be subject to rate limits, which specify the maximum number of requests Customer can make within a given timeframe. These limits are subject to change at Peec’s discretion; Customer will be notified of any significant changes to rate limits (email to suffice); (b) if Customer exceeds the applicable rate limits, Peec may temporarily or permanently throttle Customer’s calls to access the APIs or the Services; and (c) Customer agrees to use the APIs in a fair and reasonable manner and not to engage in excessive or abusive usage that could negatively impact the performance or availability of the APIs or the Services for other customers.

1.7 Upgrades and Updates. Peec may modify the Services, including by limiting or discontinuing individual features or functionality, where this is reasonable for Customer taking into account Peec’s interests, in particular to reflect technical developments, changes to Covered AI Models or changes in Laws, provided that the core functionality and overall performance of the Services are not materially reduced. Peec will notify Customer of any material change in advance where practicable (email to suffice). Unless stated otherwise in an Order, Peec will make updates, modifications, or bug fixes to the Services or Documentation that Peec provides free of additional charge to its customers using the Services as Peec makes them available to its customers of the applicable Services generally. Customer and its Users are responsible for accessing and using the version of the Services (including with respect to End Customers) with the most recent updates, modifications, or bug fixes that Peec provides or makes available free of additional charge to its customers. Customer’s purchase of access to the Services is not contingent on the delivery of any future functionality or features or dependent on any oral or written public or private comments made by Peec regarding future functionality or features of the Services. From time to time, Peec, in its sole discretion, may make available additions, enhancements, upgrades, new services, or modules that include new features and substantial increases in functionality to the Services (“Upgrades”) under additional or different terms. Non-material changes to the Services and temporary restrictions of access resulting from necessary maintenance or upgrades do not constitute a defect, provided that maintenance remains within the limits of Section 8.4. Nothing in this Agreement obligates Peec to make Upgrades available to Customer as part of the Services or otherwise unless specifically included in an Order.

1.8 Support. Peec is under no obligation to provide support for the Services. In instances where Peec may offer support, such support will be subject to Peec’s published policies, as may be provided from time to time to Customer (“Support”). Customer is solely responsible for providing technical support to End Customers and End Customer Personnel. Peec’s obligations under Section 8.2 remain unaffected.

2. DATA AND SECURITY

2.1 Definitions

2.1.1 “Aggregated Data” means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer, End Customers, or a specific individual.

2.1.2 “Customer Data” means any data or information that: (a) Customer (including its Users and End Customer Personnel and data originating from or relating to End Customers or End Customer networks, databases, systems, and other computing services) submits to the Services, including from any third-party platform, add-on, service, or product not provided by Peec that Customer elects to integrate or enable for use with any Services (each a “Third-Party Platform”); and (b) is collected, accessed, used, disclosed, transferred, transmitted, stored, hosted, or otherwise processed by Peec (“Process”) to provide the Services to Customer.

2.1.3 “Data Processing Agreement” means Peec’s data processing agreement under Article 28 of Regulation (EU) 2016/679 (“GDPR”), available at https://peec.ai/legal/data-processing-agreement.

2.1.4 “Prohibited Data” means (a) special categories of personal data within the meaning of Article 9(1) GDPR and personal data relating to criminal convictions and offenses within the meaning of Article 10 GDPR; and (b) data whose compromise would create a heightened risk for the individuals concerned and which the Services do not require, in particular payment card data subject to the Payment Card Industry Data Security Standards and social security, driver’s license, passport or other government identification data.

2.1.5 “Usage Data” means information generated from the use of the Services, which data does not identify Users, any other natural human persons, or Customer, such as technical logs, data, and learnings about Customer’s use of the Services, but excluding any identifiable Customer Data.

2.2 Customer Data. Customer grants Peec a non-exclusive, royalty-free, sublicensable right and license to use, host, copy, store, disclose, transmit, transfer, and modify Customer Data as necessary: (a) to provide Services; (b) to create and compile Aggregated Data in a form that does not identify Customer as the source thereof; (c) to derive or generate Usage Data or output; (d) to evaluate the Services and to develop and improve them, including by training the models Peec uses to provide them, unless Customer has objected by notice (email to suffice) or through the opt-out made available in the Services; an objection does not affect evaluation; models trained before an objection or the end of the Term may continue to be used; and (e) as otherwise required by Law or as agreed to in writing between the parties. This license is limited to the Term of this Agreement and any subsequent period during which Peec retains Customer Data under Section 5.5 or the Data Processing Agreement, without prejudice to Section 2.6. Personal data contained in Customer Data is processed exclusively in accordance with the Data Processing Agreement.

2.3 Customer Obligations. Customer is responsible for its Customer Data, including its content and accuracy, and will comply with applicable Laws when using the Services. Customer shall ensure that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Peec to Process Customer Data set forth in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data. Customer will provide and maintain any hardware, software, other technology, and infrastructure that Customer is required to provide and maintain in order for Customer to access and use the Services (“Customer Systems”).

2.4 Prohibited Conduct. By or in using the Services, Customer undertakes not to:

2.4.1 use the Services to engage in regulated activity without complying with applicable regulations, or promote or engage in any illegal activity, including the development or distribution of illegal substances, goods, or services, or in violation of any local, state, national, or international Laws;

2.4.2 misrepresent (a) the source of the output, or (b) that output is human-generated;

2.4.3 provide any third party with access to any model provided through the Services;

2.4.4 unless mutually agreed in writing otherwise, provide, resell, license, distribute, sell, offer for sale, or otherwise make available for purchase or publicly display any content, data, information, or other materials made available through the Services (including output) through or on any marketplace, store, or other location not owned or operated by Peec that displays or otherwise makes available any output of other Service users;

2.4.5 use the Services or any content, data, information, or other materials made available through the Services (including output) for purposes of, directly or indirectly, creating, testing, improving, training, or otherwise developing Customer’s or any third party’s artificial intelligence or machine learning models, systems, architecture, weights or related technology;

2.4.6 submit, input, or otherwise share Prohibited Data as input; and

2.4.7 attempt to do any of the acts described in this Section 2.4 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 2.4 (Prohibited Conduct).

2.5 Personal Data. To the extent Peec will Process Customer’s Personal Data (as defined in the Data Processing Agreement) to provide the Services to Customer, each party will comply with its obligations in the Data Processing Agreement, which is incorporated into this Agreement by reference. In the event of a conflict between this Agreement and the Data Processing Agreement regarding the processing of personal data, the Data Processing Agreement prevails. Peec’s processing of personal data for its own purposes as a controller is described in Peec’s privacy policy.

2.6 Usage Data; Aggregated Data. Peec may Process Usage Data and Aggregated Data including: (a) to track use of the Services for billing purposes; (b) to provide support for the Services; (c) to monitor the performance and stability of the Services; (d) to prevent or address technical issues with the Services; (e) to create, test, improve, train, or otherwise develop existing or new artificial intelligence or machine learning models, systems, architecture, weights, or related technology used by Peec in connection with the Services; and (f) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data. As between the parties, Peec owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Aggregated Data and Usage Data (including any improvements, modifications, and enhancements thereto), the know-how and analytical results generated in the Processing and use thereof.

3. THIRD-PARTY PLATFORMS

3.1 Third Party Platforms. Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. Peec does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Services, Customer authorizes Peec to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf. This does not affect Peec’s liability under Section 11 for its own conduct and that of its vicarious agents.

4. FEES AND PAYMENT

4.1 Fees. Fees for the Services are set forth in each Order (“Fees”). All Fees will be paid in Euros unless otherwise provided in an Order. Fees are invoiced as described on the schedule in the Order. Peec may change the Fees for the renewal of an annual Subscription Term by giving Customer written notice of such change at least 30 days prior to the start of the renewed term. If Customer does not wish to accept the increased Fees for the renewed term, Customer may terminate such Order with effect from the end of the current term by written notice before the start of the renewed term, notwithstanding the notice period in Section 5.2. If Customer does not provide written notice before the start of the renewed term, the increased Fees will be deemed accepted by the Customer. Peec will point out this consequence in its notice. The same applies to monthly plans, with the change taking effect at the start of a payment cycle and Customer entitled to terminate with effect from that date. Such notices in this Section 4.1 may be provided via email. Unless the Order provides otherwise, all Fees are due within 14 days of the invoice date. In the event of late payment, Peec may charge default interest at the statutory rate (Section 288(2) BGB). All Fees are non-refundable except as required by applicable Laws or as explicitly set forth in this Agreement.

4.2 Payment Processing. Peec may utilize a third-party payment processor (“Payment Processor”) to facilitate transactions conducted through or on the Services. By using the Services and making payments, Customer agrees to be bound by the terms of service and privacy policies of the applicable Payment Processor. Customer acknowledges and understands that the Payment Processor may collect and process certain information from Customer, including but not limited to payment information, billing address, and transaction history, in accordance with their privacy policy. This information is collected and processed by the Payment Processor for the purpose of facilitating payment transactions and preventing fraud. Peec is not responsible for any security breaches or unauthorized access to Customer’s information that may occur on the Payment Processor’s systems. If Peec utilizes a Payment Processor to facilitate transactions, Customer agrees to comply with the platform agreement provided by that Payment Processor. To the fullest extent permitted by applicable Laws, Peec shall not be liable for any errors, omissions, or security breaches related to the Payment Processor’s services. Section 11 remains unaffected. Any disputes related to payment processing should be addressed directly with the Payment Processor in accordance with their terms of service. Peec may use Stripe Payments Europe, Limited (“Stripe”) as its Payment Processor (https://stripe.com). For specific details regarding Stripe’s Services, please refer to the following links: Stripe services agreement: https://stripe.com/legal/ssa and Stripe privacy policy: https://stripe.com/privacy. Customer understands that the Payment Processor may modify its services and terms of service at any time. Peec is not responsible for any changes made by the Payment Processor that may affect Customer’s use of the Services. Peec reserves the right to change its Payment Processor at any time.

4.3 Taxes. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Peec’s income tax (“Taxes”). Fees are exclusive of all Taxes.

4.4 Set-off and Retention. Customer may set off only claims that are undisputed or have been finally adjudicated. Customer may exercise a right of retention only on the basis of claims arising from this Agreement.

5. TERM, SUSPENSION, AND TERMINATION

5.1 Term. This Agreement will take effect on the Effective Date and continues until all Subscription Terms have expired or been terminated, or this Agreement is otherwise terminated in accordance with this Section 5 (the “Term”).

5.2 Subscription Term. Each Subscription Term will be for the period selected by Customer in the applicable order. If Customer selects a monthly plan, Customer may terminate such Order at any time upon written notice (email to suffice), effective at the end of the then-current payment cycle. Peec may terminate a monthly plan with at least 30 days’ prior written notice (email to suffice), effective at the end of a payment cycle. If Customer selects an annual plan, either party may terminate such Order with at least 30 days’ prior written notice (email to suffice) before the end of the then-current Subscription Term. Unless so terminated, an annual Subscription Term renews automatically for a further twelve months. If the Customer does not select a Subscription Term, the Subscription Term will continue for an indefinite period until either party provides the other party with at least 30 days’ prior written notice of termination (email to suffice), for any reason or no reason, with or without cause.

5.3 Suspension of Services. Peec may immediately suspend Customer’s access to any or all of the Services if: (a) Customer breaches Section 1.4 (High Risk Activities), Section 1.5 (Restrictions), Section 2.3 (Customer Obligations), or Section 2.4 (Prohibited Conduct); (b) Customer’s account is 30 days or more overdue and Customer has not paid within a reasonable grace period set by Peec (email to suffice); (c) changes to (i) all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, export of data, and Customer Data (collectively “Laws” and each a “Law”), or (ii) new Laws require that Peec suspend the Services; or (d) Customer’s actions risk harm to any of Peec’s other customers or the security, availability, or integrity of the Services. Where practicable, Peec will use reasonable efforts to provide Customer with prior notice of the suspension (email to suffice). If the issue that led to the suspension is resolved, Peec will restore Customer’s access to the Service(s). Any suspension is limited to the extent and duration necessary.

5.4 Termination. Either party may terminate this Agreement (including any or all Orders) immediately if the other party: (a) fails to cure a material breach of this Agreement within 30 days after notice (including a failure to pay Fees, which will be considered a material breach if not paid within 15 days after notice); or (b) ceases operation without a successor. The right of either party to terminate for good cause (aus wichtigem Grund) remains unaffected. Peec may terminate this Agreement immediately on written notice if Peec reasonably determines that a Technology Change Event has occurred; if Peec terminates for a Technology Change Event, Peec will refund a pro-rata portion of any prepaid, unused fees attributable to the terminated Services for the period following the effective date of termination for the remainder of the then-current term and subject to Section 11, neither party shall have any further liability to the other with respect to the terminated Services, except for obligations that survive under Section 5.6.

5.5 Effect of Termination. Upon expiration or termination of an applicable Order and upon expiration or termination of this Agreement, Customer’s access to and Peec’s obligations to provide the Services and Support will cease. Furthermore, the API license granted under Section 1.6 (API License) will terminate on expiration or termination of the Agreement and Customer will have no further right or license to access or use the API. During a Subscription Term and for the 30-day period immediately following the date of expiration or earlier termination of the applicable Subscription Term, Customer may export Customer Data. Peec will retain the applicable Customer Data during this 30-day period to allow for Customer’s export. After that period, Peec will delete the applicable Customer Data in accordance with the Data Processing Agreement, unless Peec is required by Law to retain it. Customer will ensure that all access to the Services by a given End Customer is terminated upon the expiration or termination of this Agreement.

5.6 Survival. All definitions and the following Sections survive expiration or termination of this Agreement: 2.6 (Usage Data; Aggregated Data), 5.5 (Effect of Termination), 5.6 (Survival), 5.7 (Switching under the Data Act), 6 (Confidentiality), 7.2 (Limits on Evaluations), 9 (Disclaimers), 10 (Ownership), 11 (Limitations of Liability), 12 (Indemnification), and 13 (General Terms), and any obligations of the parties that, by their nature, should survive the termination or expiration of this Agreement. Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

5.7 Switching under the Data Act.

5.7.1 This Section 5.7 applies if Customer’s address stated in the Order is in the European Union, and only for as long as and to the extent that Chapter VI of Regulation (EU) 2023/2854 (“Data Act”) applies to the Services. In the event of a switch, it prevails over Section 5.5.

5.7.2 Customer may, by giving two months’ notice in text form, request to switch to another provider of data processing services (naming that provider), to switch to its own ICT infrastructure, or to have its exportable data and digital assets erased.

5.7.3 Unless Customer has requested erasure, a transitional period of 30 days begins at the end of the notice period. Customer may extend it once by notice. If 30 days are technically unfeasible, Peec will inform Customer within 14 working days of the request, stating its reasons and an alternative transitional period of no more than seven months. During the transitional period this Agreement continues to apply, and Peec will continue to provide the Services, provide reasonable assistance to Customer and to third parties authorized by Customer, support Customer’s exit strategy with all relevant information, inform Customer of known risks to continuity, and maintain a high level of security, in particular for data in transit. Peec will make Customer’s exportable data within the meaning of Article 2(38) of the Data Act, including metadata, available in a commonly used, machine-readable format.

5.7.4 This Agreement terminates on successful completion of the switching process or, if Customer has requested erasure, at the end of the notice period; Peec will notify Customer of the termination. Customer may retrieve its data for 30 days after the end of the transitional period. Peec will then erase all exportable data and digital assets generated by or relating directly to Customer, unless Peec is required by Law to retain them.

5.7.5 Peec may charge switching charges only to the extent permitted under Article 29 of the Data Act. If an annual Subscription Term ends early as a result of a switch, Peec will refund the annual Fees paid, less the Fees that would have applied under Peec’s monthly plan from the start of the Subscription Term until termination, with any partial month counted as a full month, but not below zero.

5.7.6 Exportable data comprises prompt sets and their configuration, results, workspace settings, user data and, where used, Agent Analytics data, in each case including metadata. It does not include Aggregated Data, Usage Data, Peec’s software and models, or data relating to the internal functioning of the Services. Peec makes exportable data available through the export functions in the Services and, on request, as a full export in a commonly used, machine-readable format such as CSV or JSON. Responses generated by AI models cannot be reproduced and can be transferred only as data. The infrastructure used for the Services and the jurisdictions to which it is subject are set out in Annex III of the Data Processing Agreement. Peec applies the technical and organizational measures in Annex II of the Data Processing Agreement to non-personal data as well.

6. CONFIDENTIALITY

6.1 Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”), whether before or after the Effective Date, under or in connection with this Agreement that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Peec’s Confidential Information (including that of Peec AI US Inc.) includes (a) the terms of any Order, (b) any technical or performance information about the Services and (c) all Security Materials, whether or not designated as confidential; “Security Materials” means non-public information that Peec makes available to Customer through its trust center or otherwise in connection with Customer’s assessment of Peec’s information security, data protection, and compliance practices, including audit and certification reports (such as SOC 2 and ISO/IEC 27001 reports), information security policies and procedures, information on Peec’s technical and organizational measures, system architecture, and infrastructure, and the identity of Peec’s service providers and subprocessors and the services they perform. Customer’s Confidential Information includes Customer Data. Confidential Information may include information of a third party that is in the possession of Discloser that is disclosed or made available to Recipient under this Agreement.

6.2 Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement and, for Security Materials, to assess Peec and to meet Customer’s own legal, regulatory, and certification requirements. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Peec is the Recipient, Peec may retain the Customer’s Confidential Information to the extent required to continue to provide the Services, and Customer may retain Security Materials as required by Law or to document its assessment of Peec. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 6 (Confidentiality) and they are bound in writing to confidentiality obligations no less protective than this Section 6 (Confidentiality) or by statutory professional secrecy. Confidential Information may be retained in Recipient’s standard backups until deleted in the ordinary backup cycle and, as regards Customer Data, for no longer than the periods set out in the Data Processing Agreement, but will remain subject to this Agreement’s confidentiality restrictions.

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

6.4 Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek injunctive relief, including in interim proceedings, in addition to other available remedies, for breach or threatened breach of this Section 6 (Confidentiality).

6.5 Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, to the extent required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment. Customer may disclose Security Materials to End Customers and other controllers on whose behalf it processes personal data, to data subjects, and to supervisory authorities, to the extent required under applicable data protection law; recipients other than authorities and data subjects must be bound by confidentiality obligations no less protective than this Section 6 (Confidentiality).

6.6 Publicity. Neither party may publicly announce that the parties have entered into this Agreement, except with the other party’s prior consent or as required by Laws. However, Peec may include Customer and its trademarks in Peec’s customer lists and promotional materials but will cease further use at Customer’s written request.

6.7 Trust Center NDA. Any non-disclosure agreement Customer has accepted through Peec’s trust center continues to apply in addition to this Section 6 (Confidentiality).

7. EVALUATIONS

7.1 Trial Usage. If Customer receives access to the Services or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Evaluations”), use is permitted only for Customer’s internal evaluation during the period designated by Peec (or if not designated, 30 days). Evaluations are optional and either party may terminate Evaluations at any time for any reason. Evaluations may be inoperable, incomplete, or include features that Peec may never release, and their features and performance information are Peec’s Confidential Information.

7.2 Limits on Evaluations. Evaluations do not form part of the agreed scope of the Services, and Section 8.2 does not apply to them. Peec’s liability for Evaluations is governed by Section 11; for Evaluations provided free of charge, the limit under Section 11.2 is EUR 5,000. Peec provides no indemnity or support for Evaluations.

8. WARRANTIES

8.1 Mutual Warranties. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery or performance of this Agreement.

8.2 Peec Warranties. The statutory provisions on defects under the law of leases (Sections 535 et seq. BGB) apply to the Services, subject to the following: (a) Customer will notify Peec of any defect without undue delay and describe it in a comprehensible manner; (b) an insignificant reduction in the suitability of the Services does not constitute a defect; and (c) Peec’s strict liability for defects existing at the time of conclusion of this Agreement (Section 536a(1), first alternative, BGB) is excluded. In addition, Peec will not knowingly provide the Services with a virus or other program or technology designed to disrupt, damage, interfere with or provide unauthorized access to any software, hardware or system.

8.3 Customer Warranties. Customer undertakes vis-à-vis Peec that: (a) the Customer Data provided by Customer to Peec for the performance of Services under this Agreement (i) are owned by Customer or Customer has secured all necessary licenses, consents, permissions, authorizations, and rights to provide such data to Peec and permit Peec’s use thereof as contemplated by this Agreement, and (ii) will not infringe or misappropriate any third party’s intellectual property rights, publicity, or privacy rights, and the provision and use of such data complies with all applicable Laws; (b) Customer retains sole responsibility for all access to and use of the Services, including any action or inaction taken or decisions made based on such use, by any User or any other party accessing the Services through Customer’s accounts or credentials; (c) Customer and its Users shall independently review, validate, verify, and confirm the accuracy, completeness, appropriateness, and applicability of any and all output prior to relying on or using it; (d) Customer acknowledges that the output is informative only and is not a substitute for independent professional judgment; (e) Customer will be solely responsible for developing, maintaining, and enforcing (and ensuring its Users comply with) Customer’s own internal policies, procedures, and protocols, including, but not limited to, those relating to data security, User access controls, and the proper integration of the output into Customer’s processes; and (f) Customer will not use the Services in a manner that violates any applicable Laws, regulations or professional standards.

8.4 Availability. Peec makes the Services available with a monthly availability of 99%. The Services are available if Customer can access them via the internet at the network interface of the data center used by Peec and use their main functions. The following do not count as unavailability: (a) planned maintenance announced at least two business days in advance (email or notice in the Services to suffice), up to eight hours per calendar month; (b) urgent maintenance to address security vulnerabilities or to prevent imminent harm to the Services; (c) the unavailability, restriction or changed behavior of Covered AI Models or Third-Party Platforms, including resulting delays in the execution of prompts; (d) disruptions of the internet or other networks outside Peec’s control and events of force majeure; (e) disruptions caused by Customer, its Users or End Customers; and (f) suspensions under Section 5.3. Unavailability within these limits does not constitute a defect.

9. DISCLAIMERS

9.1 [Intentionally omitted]

9.2 Service Limitations. Peec is not responsible under Section 8.2 for issues caused by: (a) Customer’s misuse or unauthorized modification of the Services; (b) use of the Services for High Risk Activities or Restricted Activities; or (c) Evaluations, which are governed by Section 7.2.

9.3 No Guarantee of Performance. Peec does not warrant that the Services will be uninterrupted or error-free. Peec does not guarantee the accuracy or integrity of Customer Data or outputs, nor is Peec responsible for delays or failures due to the internet or other systems outside of Peec’s control. Peec makes no representation, warranty, or guarantee as to any particular outcome, result, ranking, visibility, or sentiment. For the avoidance of doubt and subject to Section 11, Peec will not have any liability arising from or related to failures, outages, errors, or data loss caused by a Third-Party Platform, including any changes to or deprecation of third-party APIs.

9.4 Customer Responsibility. Customer’s use of the Services is at Customer’s own discretion and risk. Subject to Section 11, Peec is not liable for any damages resulting from Customer’s use of or reliance on the Service’s output.

9.5 Artificial Intelligence Disclaimer. Customer acknowledges that parts of the Services use artificial intelligence (“AI”) and machine learning, which operate on probabilistic reasoning. The Services analyze and depend on outputs generated by the third-party AI models, services, or tools that use AI, machine learning, or similar technology, made available in the Services from time to time (“Covered AI Models”) that Peec does not own, operate, or control. This means the outputs may not always be accurate, complete, relevant, reproducible, or error-free and may contain errors, inconsistencies, or inaccuracies (including the quality of the input from which it is derived and the inherent technical limitations and probabilistic nature of machine learning or artificial intelligence technology used in connection with the Services). Customer is solely responsible for determining the efficacy, accuracy, lawfulness, and appropriateness of the Services for any given use, including as a replacement for any compliance measure. The use of AI is subject to legal and regulatory uncertainties that could impact Customer’s ability to use the Services in the future. Subject to Sections 8.2 and 11, Peec hereby expressly disclaims all representations and warranties, whether express or implied, regarding the accuracy, completeness, reliability, safety, suitability, or compliance with Laws of any information, output or results provided by the Services and any actions or inactions taken in reliance on such information. Any reliance on or use of the Service’s AI elements or output thereof is solely at Customer’s own risk. The Services provide analytics and informational insights only, and do not constitute strategic, marketing, business, legal, or other professional advice, and are not a substitute for Customer’s own independent judgment.

9.6 No Additional Functionality. Customer acknowledges and agrees that the Services are limited to the functionalities expressly described in this Agreement and the applicable Order and Documentation, and that Peec does not, is under no obligation to, and makes no representation, warranty, or commitment that it will: (a) assess or analyze collected data beyond the functionalities expressly therein; (b) promote or influence the visibility and/or sentiment of Customer’s brand; or (c) provide solutions, strategic advice, or adaptations to Customer’s business model.

9.7 Dependency Disclaimer. The Services depend in whole or in part on Peec’s ability to source data from one or more Covered AI Models. In the event a Technology Change Event affects a Covered AI Model, Peec may no longer be able to provide the Services for such affected Covered AI Model. A “Technology Change Event” means any of the following circumstances that, in Peec’s reasonable determination, materially impairs Peec’s ability to deliver the Services as contemplated by this Agreement: (a) a Covered AI Model modifies, restricts, or terminates its terms of service, acceptable use policy, or API access in a manner that prohibits or materially limits Peec’s ability to source or incorporate outputs into the Services; (b) a Covered AI Model implements technical, contractual, or operational measures (including rate limits, output filtering, access revocation, or platform discontinuation) that render Peec’s use of Covered AI Model outputs for the Services commercially impracticable or legally impermissible; (c) a change in applicable law, regulation, or binding regulatory guidance prohibits or materially restricts Peec’s ability to source or incorporate such outputs in connection with the Services; or (d) any combination of the foregoing. Following a Technology Change Event, Peec shall have the right to (i) modify its performance of the Services (including to suspend the use of any affected Covered AI Model) or (ii) suspend the performance of the Services dependent on the use of any affected Covered AI Model; provided, in each case, that, Peec will use commercially reasonable efforts to mitigate the impact of the foregoing (i) or (ii) on Customer’s receipt of the Services.

10. OWNERSHIP.

10.1 Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data provided to Peec. Except for Customer’s use rights in this Agreement, Peec and its licensors retain all intellectual property rights and other rights in the APIs, Services, Documentation, Usage Data, and Peec technology, templates, formats, and dashboards, including any modifications or improvements to these items made by Peec. If Customer, its Users, End Customers, or End Customer Personnel provide Peec with feedback or suggestions regarding the Services or other Peec offerings, Peec may use the feedback or suggestions without restriction or obligation.

10.2 Output. To the extent any rights exist in output generated by the Services for Customer, Peec grants Customer a non-exclusive, perpetual, irrevocable, worldwide right to use such output for any purpose, subject to Section 2.4. Peec retains the right to use the material it collects in providing the Services – in particular responses of Covered AI Models and publicly accessible content retrieved by Peec – for its own purposes, including to develop and train its models, in compliance with applicable data protection law and provided that the material is not attributed to Customer and does not disclose Customer’s Confidential Information; Customer Data may be used for these purposes only as set out in Sections 2.2 and 2.6.

11. LIMITATION OF LIABILITY

11.1 Unlimited Liability. Peec is liable without limitation for damage caused intentionally or by gross negligence by Peec, its legal representatives or vicarious agents, for damage arising from injury to life, body or health, under the German Product Liability Act (Produkthaftungsgesetz), under any guarantee expressly given by Peec, and for defects Peec has fraudulently concealed.

11.2 Material Obligations. In cases of slight negligence, Peec is liable only for breach of an obligation whose fulfillment is essential for the proper performance of this Agreement and on whose fulfillment Customer may regularly rely (material obligation). In that case, Peec’s liability is limited to the damage foreseeable and typical for this type of contract at the time of its conclusion and in aggregate to the Fees paid or payable by Customer in the twelve months preceding the event giving rise to the claim, but not less than EUR 25,000.

11.3 Exclusion. Except as set out in Sections 11.1 and 11.2, Peec’s liability for slight negligence is excluded.

11.4 Personal Liability. The limitations in this Section 11 also apply to the personal liability of Peec’s legal representatives, employees and vicarious agents.

12. INDEMNIFICATION. Customer will, at its own expense, defend, indemnify, and hold harmless Peec, its Affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, demands, suits, proceedings, liabilities, losses, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) (“Claims”) arising out of, resulting from, or relating to any third-party claim based upon the following, to the extent Customer is responsible for the underlying circumstances within the meaning of Section 276 BGB: (a) any Customer Data, including, without limitation, any claim that such data: (i) infringes or misappropriates any third-party intellectual property or privacy right; or (ii) violates any applicable Laws due to Customer’s provision or handling of the data; (b) Customer’s breach of any obligation under this Agreement; (c) the use of the Services or output in connection with High Risk Activities or activities where their failure could reasonably lead to death, or personal injury; (d) any End Customer, including (i) any dispute between Customer and any End Customer, including in connection with Customer’s provision of products or services to End Customers or (ii) Claims that otherwise arise out of any agreement with any End Customer, except to the extent any such Claim arises directly from Peec’s material breach of this Agreement; or (e) any negligent, grossly negligent, or intentionally wrongful act or omission by Customer, its Users, or any of its or their respective personnel in the performance or use of the Services under this Agreement. Customer may not settle any claim without Peec’s prior written consent if settlement would require Peec to admit fault or take or refrain from taking any action. Peec may participate in a claim with its own counsel at its own expense.

13. GENERAL TERMS

13.1 Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement to an Affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities to the other party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. “Affiliate” means an entity directly or indirectly owned or controlled by a party, where “ownership” means the beneficial ownership of 50% or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

13.2 Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods and the conflict-of-laws rules. If Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement is Berlin, Germany. Peec may also bring proceedings at Customer’s general place of jurisdiction. The right of either party to seek interim relief before any competent court remains unaffected.

13.3 [Intentionally omitted.]

13.4 Notices. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by registered mail (Einschreiben); or (c) one day after dispatch if by a commercial overnight delivery service. Notices may not be sent via email unless otherwise expressly permitted elsewhere in this Agreement. Either party may update its address with notice to the other party. Peec may also send operational notices to Customer by email or through the Services. Notices to Peec will be delivered to: Peec AI GmbH, Karl-Liebknecht-Straße 14, 10178 Berlin, Germany.

13.5 Entire Agreement. This Agreement (which includes all Orders) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement. Individually negotiated agreements prevail over this Agreement (Section 305b BGB).

13.6 Amendments. Any amendments, modifications, or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Peec. Nonetheless, with notice to Customer (email to suffice), Peec may modify its policies to reflect new features or changing practices, but the modifications will not materially decrease Peec’s overall obligations during a Subscription Term. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Peec; any of these Customer documents are for administrative purposes only and have no legal effect. Peec may amend this Agreement with effect for the future without Customer’s consent only to the extent that the amendment (a) is necessary because of a change in Law or a court or regulatory decision against Peec, (b) is solely to Customer’s advantage, (c) introduces additional services without adversely affecting the existing Services, or (d) is purely technical or procedural and has no material adverse effect on Customer. Peec will notify Customer of such amendments at least six weeks before they take effect (email to suffice). Any other amendment, in particular to the Fees, the scope of the Services, the term or termination, requires Customer’s consent, which may be given electronically, including when logging in to the Services. If Customer does not consent, this Agreement continues on its existing terms; Peec’s termination rights remain unaffected.

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

13.8 Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. If such force majeure event affects a party for a period of thirty days or more, the non-affected party may terminate this Agreement immediately on written notice to the affected party.

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

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

13.11 Export. Customer will comply with all applicable export control and sanctions Laws, including those of the European Union, its Member States and, where applicable, the United States, in using any Services. Customer: (a) confirms that it is not listed on any European Union or U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.

13.12 [Intentionally omitted.]

13.13 Conflicts in Interpretation. If there are inconsistencies or conflicts between the documents forming this Agreement, the order of precedence is as follows: (a) the Data Processing Agreement, as regards the processing of personal data; (b) the terms of an Order expressly agreed to deviate from this Agreement; (c) the Introduction and this Part I; (d) any other terms of Orders, schedules, exhibits, attachments, addenda and applicable policies; and (e) the Documentation.

13.14 Language. This Agreement is concluded in English. Any translation is provided for convenience only; in the event of any inconsistency, the English version prevails.

PART II – PEEC AI US INC.

(Customers in the United States and Canada)

This Master Customer Agreement (“Agreement”) is entered into by and between Peec AI US Inc. (“Peec”) and the customer (“Customer”) accessing Peec’s products or services as identified in one or more Orders (the “Services”). This Agreement takes effect on the earlier of when Customer (a) accesses or uses the Services; (b) executes an Order for the Services; or (c) otherwise accepts the terms of this Agreement using a mechanism provided by Peec (the “Effective Date”).

By executing an Order that references this Agreement, Customer agrees to be legally bound by this Agreement. If Customer is a business or other legal entity, the individual accepting this Agreement confirms they have the legal right and authority to bind such entity to its terms; consequently, all mentions of “Customer” in this Agreement will refer to such business or legal entity. If Customer is not eligible, or does not agree to this Agreement, Customer does not have Peec’s permission to use the Services.

In consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows:

1. SERVICES AND SUPPORT

1.1 Provision of Services. Subject to the terms of this Agreement, Peec will use commercially reasonable efforts to provide Customer the Services. Services are licensed to Customer based on the terms set forth in an order form or other ordering document as mutually agreed to by the parties or through online ordering functionality made available by Peec (each, an “Order”). Each Order will include the specific details regarding the Service(s) ordered by Customer, including, as applicable, the number of seats, and the period during which Customer’s (and its Users’) subscription to access and use the Service(s) for which such Order applies (the “Subscription Term”).

1.2 Users. Only employees or contractors of Customer that Customer allows to use the Services on Customer’s behalf (each a “User”) and, solely to the extent permitted under Section 1.3, Customer’s end customers (“End Customers”) and their employees or contractors acting in such capacity (“End Customer Personnel”) may access and use the Services. Users and End Customers (including their End Customer Personnel) may be required to use certain credentials designated by Peec or login with supported third-party identity provider accounts (including, Google, Microsoft, or other single sign-on provider) (“Log-in Credentials”). Each User and End Customer (including its End Customer Personnel) must maintain the confidentiality of their Log-in Credentials and must not share them with any other person. End Customers must accept Peec’s End User License Agreement (“EULA”) before accessing the Services. Customer is responsible for facilitating End Customer enrollment and directing End Customers to accept the EULA. Peec is not obligated to provide the Services to any End Customer who has not accepted the EULA. Peec’s obligations to End Customers are governed solely by the EULA, not this Agreement. Customer represents and warrants that it has the right to provide End Customer information to Peec to facilitate the applicable End Customer’s access to the Services. Customer is responsible for its Users’ and End Customers’ (including their End Customer Personnel’s) compliance with and adherence to this Agreement, the EULA, and for all activity conducted under their Log-in Credentials. Customer will promptly notify Peec upon becoming aware of any compromised Log-in Credentials. Peec may collect User and End Customers (including their End Customer Personnel) information when creating Log-in Credentials for providing the Services, as described in Peec’s privacy policy. Customer acknowledges and agrees that its and its Users’ use of the Log-in Credentials may also be subject to the terms of service and privacy policies of the applicable third-party integration. Peec makes no representations or warranties about the security or privacy practices of any third-party identity providers.

1.3 Permitted Use. During a Subscription Term, subject to Customer’s compliance with the terms of this Agreement, Customer may, in accordance with the Documentation, this Agreement, and any limitations set forth in an Order, (a) access and use the Services only for its internal business purposes; and (b) make available to End Customer the Services for such End Customer’s access and use in accordance with the EULA. “Documentation” refers to instructional materials, guides, and resources provided by Peec to help users understand, use, and troubleshoot the Services. For the avoidance of doubt, (i) Peec is not appointing Customer as a reseller of the Services, nor do the foregoing licenses permit Customer to grant independent subscriptions or licenses to any third party in or to the Services, (ii) End Customers may not access or use the Services for any purposes except as permitted by the EULA, and (iii) any ongoing access to or rights to use the Services by or on behalf of any End Customer following the conclusion of the applicable engagement between the Customer and the End Customer must be pursuant to a separate written agreement between such End Customer and Peec.

1.4 High Risk Activities. Customer must not use the Services with Prohibited Data or for any activities where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control, or for any practice prohibited under Article 5 of Regulation (EU) 2024/1689 (AI Act) or as part of a high-risk AI system within the meaning of Article 6(2) of, and Annex III to, that Regulation (“High Risk Activities”). Customer acknowledges that the Services are not intended to meet any legal or regulatory obligations for these uses, including HIPAA requirements, and that Peec is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Peec has no liability for Prohibited Data or use of the Services for High Risk Activities.

1.5 Restrictions. Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Services to a third party (other than Users or, solely in connection with the provision of the Services to End Customers, in each case as permitted herein); (b) use the Services on behalf of, or provide the Services to third parties on a service bureau, rental, or managed services basis (except as expressly permitted under Section 1.3); (c) use the Services to develop a similar or competing product or service or in a manner otherwise detrimental to Peec’s business; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Services, except to the extent expressly permitted by Law (and then only with prior notice to Peec); (e) modify or create derivative works of the Services or copy any element of the Services; (f) remove or obscure any proprietary notices in the Services; (g) publish benchmarks or performance information about the Services; (h) interfere with the operation of the Services (including the collection of Usage Data), circumvent any access restrictions, or conduct any security or vulnerability test of the Services; (i) transmit any viruses or other harmful materials to the Services; (j) take any action that risks harm to others or to the security, availability, or integrity of the Services; (k) access or use the Services in a manner that violates any Law; (l) access, search, or otherwise use any portion of the Services (including output) through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools); (m) use, direct, or allow the Services to include use of any artificial intelligence or machine learning model in a manner that violates the terms of use or privacy policy, or other applicable terms, or the intellectual property or proprietary rights, of any third party or applicable Law; (n) modify the Documentation, change any of the interfaces described in the Documentation, or extend any interfaces except as described in the Documentation; (o) subject any portion of the Services or any Peec intellectual property right in any portion thereof to the terms of any “open source” license (including a license that requires, as a condition of use, modification, or distribution of technology subject to such license, that such technology or other technology combined or distributed with such technology (1) be disclosed or distributed in source code form, (2) be licensed for the purpose of making derivative works, or (3) be re-distributable at no charge); or (p) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other account on the Services without permission (collectively, (a)-(p), the “Restricted Activities”).

1.6 API License. Peec may make application programming interfaces and associated tools, software, code, materials, and associated documentation (“APIs”), available that are designed to permit Customer to integrate its systems and tools with the Services. Subject to Customer’s complete and ongoing compliance with this Agreement and to the extent agreed in an Order, Peec grants Customer a non-exclusive, non-sublicensable, nontransferable, limited, revocable license to internally use the APIs to connect with the Services. Customer has no right to distribute or allow access to the stand-alone APIs and Customer’s rights to the APIs are subject to Peec’s policies, if any. Customer’s use of the APIs is subject to the following usage limitations: (a) the APIs may be subject to rate limits, which specify the maximum number of requests Customer can make within a given timeframe. These limits are subject to change at Peec’s discretion; Customer will be notified of any significant changes to rate limits (email to suffice); (b) if Customer exceeds the applicable rate limits, Peec may temporarily or permanently throttle Customer’s calls to access the APIs or the Services; and (c) Customer agrees to use the APIs in a fair and reasonable manner and not to engage in excessive or abusive usage that could negatively impact the performance or availability of the APIs or the Services for other customers.

1.7 Upgrades and Updates. Peec may modify or discontinue all or any part of the Services at any time (including by limiting or discontinuing certain features or functionality of the Services), temporarily or permanently, without notifying Customer (except that Peec will use commercially reasonable efforts to provide Customer with 30 days’ prior notice by email in the event of any deprecation of any material feature or functionality of the Services); provided, however, Peec will use commercially reasonable efforts so that any such modification or discontinuation shall be carried out in a manner that does not materially reduce the core functionality and overall performance of the Services as it existed prior to the change. Unless stated otherwise in an Order, Peec will make updates, modifications, or bug fixes to the Services or Documentation that Peec provides free of additional charge to its customers using the Services as Peec makes them available to its customers of the applicable Services generally. Customer and its Users are responsible for accessing and using the version of the Services (including with respect to End Customers) with the most recent updates, modifications, or bug fixes that Peec provides or makes available free of additional charge to its customers. Customer’s purchase of access to the Services is not contingent on the delivery of any future functionality or features or dependent on any oral or written public or private comments made by Peec regarding future functionality or features of the Services. From time to time, Peec, in its sole discretion, may make available additions, enhancements, upgrades, new services, or modules that include new features and substantial increases in functionality to the Services (“Upgrades”) under additional or different terms. Peec will have no liability for any non-material change or modification to the Services or any temporary suspension of access to or use of the Services resulting from necessary maintenance or upgrades. Nothing in this Agreement obligates Peec to make Upgrades available to Customer as part of the Services or otherwise unless specifically included in an Order.

1.8 Support. Peec is under no obligation to provide support for the Services. In instances where Peec may offer support, such support will be subject to Peec’s published policies, as may be provided from time to time to Customer (“Support”). Customer is solely responsible for providing technical support to End Customers and End Customer Personnel.

2. DATA AND SECURITY

2.1 Definitions

2.1.1 “Aggregated Data” means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer, End Customers, or a specific individual.

2.1.2 “Customer Data” means any data or information that: (a) Customer (including its Users and End Customer Personnel and data originating from or relating to End Customers or End Customer networks, databases, systems, and other computing services) submits to the Services, including from any third-party platform, add-on, service, or product not provided by Peec that Customer elects to integrate or enable for use with any Services (each a “Third-Party Platform”); and (b) is collected, accessed, used, disclosed, transferred, transmitted, stored, hosted, or otherwise processed by Peec (“Process”) to provide the Services to Customer.

2.1.3 “Data Processing Agreement” means the Data Processing Agreement available at https://peec.ai/legal/data-processing-agreement.

2.1.4 “Prohibited Data” means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (b) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (c) Protected Health Information (“PHI”) or consumer health data (as such term or similar terms are defined under applicable Laws), including any individual patient data; (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (e) social security numbers, driver’s license numbers, or other government ID numbers; or (f) any similarly sensitive data protected under applicable Laws.

2.1.5 “Usage Data” means information generated from the use of the Services, which data does not identify Users, any other natural human persons, or Customer, such as technical logs, data, and learnings about Customer’s use of the Services, but excluding any identifiable Customer Data.

2.2 Customer Data. Customer grants Peec a non-exclusive, royalty-free, sublicensable right and license to use, host, copy, store, disclose, transmit, transfer, and modify Customer Data as necessary: (a) to provide Services; (b) to create and compile Aggregated Data in a form that does not identify Customer as the source thereof; (c) to derive or generate Usage Data or output; (d) to evaluate the Services and to develop and improve them, including by training the models Peec uses to provide them, unless Customer has objected by notice (email to suffice) or through the opt-out made available in the Services; an objection does not affect evaluation; models trained before an objection or the end of the Term may continue to be used; and (e) as otherwise required by Law or as agreed to in writing between the parties. This license is limited to the Term of this Agreement and any subsequent period during which Peec retains Customer Data under Section 5.5 or the Data Processing Agreement, without prejudice to Section 2.6. Personal data contained in Customer Data is processed exclusively in accordance with the Data Processing Agreement.

2.3 Customer Obligations. Customer is responsible for its Customer Data, including its content and accuracy, and will comply with applicable Laws when using the Services. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Peec to Process Customer Data set forth in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data. Customer will provide and maintain any hardware, software, other technology, and infrastructure that Customer is required to provide and maintain in order for Customer to access and use the Services (“Customer Systems”).

2.4 Prohibited Conduct. By or in using the Services, Customer represents and warrants that it will not:

2.4.1 use the Services to engage in regulated activity without complying with applicable regulations, or promote or engage in any illegal activity, including the development or distribution of illegal substances, goods, or services, or in violation of any local, state, national, or international Laws;

2.4.2 misrepresent (a) the source of the output, or (b) that output is human-generated;

2.4.3 provide any third party with access to any model provided through the Services;

2.4.4 unless mutually agreed in writing otherwise, provide, resell, license, distribute, sell, offer for sale, or otherwise make available for purchase or publicly display any content, data, information, or other materials made available through the Services (including output) through or on any marketplace, store, or other location not owned or operated by Peec that displays or otherwise makes available any output of other Service users;

2.4.5 use the Services or any content, data, information, or other materials made available through the Services (including output) for purposes of, directly or indirectly, creating, testing, improving, training, or otherwise developing Customer’s or any third party’s artificial intelligence or machine learning models, systems, architecture, weights or related technology;

2.4.6 submit, input, or otherwise share Prohibited Data as input; and

2.4.7 attempt to do any of the acts described in this Section 2.4 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 2.4 (Prohibited Conduct).

2.5 Personal Data. To the extent Peec will Process Customer’s Personal Data (as defined in the Data Processing Agreement) to provide the Services to Customer, each party will comply with its obligations in the Data Processing Agreement, which is incorporated into this Agreement by reference. In the event of a conflict between this Agreement and the Data Processing Agreement regarding the processing of personal data, the Data Processing Agreement prevails. Peec’s processing of personal data for its own purposes as a controller is described in Peec’s privacy policy.

2.6 Usage Data; Aggregated Data. Peec may Process Usage Data and Aggregated Data including: (a) to track use of the Services for billing purposes; (b) to provide support for the Services; (c) to monitor the performance and stability of the Services; (d) to prevent or address technical issues with the Services; (e) to create, test, improve, train, or otherwise develop existing or new artificial intelligence or machine learning models, systems, architecture, weights, or related technology used by Peec in connection with the Services; and (f) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data. As between the parties, Peec owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Aggregated Data and Usage Data (including any improvements, modifications, and enhancements thereto), the know-how and analytical results generated in the Processing and use thereof.

3. THIRD-PARTY PLATFORMS

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

4. FEES AND PAYMENT

4.1 Fees. Fees for the Services are set forth in each Order (“Fees”). All Fees will be paid in US dollars unless otherwise provided in an Order. Fees are invoiced as described on the schedule in the Order. Peec may change the Fees for the renewal of an annual Subscription Term by giving Customer written notice of such change at least 30 days prior to the start of the renewed term. If Customer does not wish to accept the increased Fees for the renewed term, Customer may terminate such Order with effect from the end of the current term by written notice before the start of the renewed term, notwithstanding the notice period in Section 5.2. If Customer does not provide written notice before the start of the renewed term, the increased Fees will be deemed accepted by the Customer. Peec will point out this consequence in its notice. The same applies to monthly plans, with the change taking effect at the start of a payment cycle and Customer entitled to terminate with effect from that date. Such notices in this Section 4.1 may be provided via email. Unless the Order provides otherwise, all Fees are due within 14 days of the invoice date. Late payments are subject to a services charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All Fees are non-refundable except as required by applicable Laws or as explicitly set forth in this Agreement.

4.2 Payment Processing. Peec may utilize a third-party payment processor (“Payment Processor”) to facilitate transactions conducted through or on the Services. By using the Services and making payments, Customer agrees to be bound by the terms of service and privacy policies of the applicable Payment Processor. Customer acknowledges and understands that the Payment Processor may collect and process certain information from Customer, including but not limited to payment information, billing address, and transaction history, in accordance with their privacy policy. This information is collected and processed by the Payment Processor for the purpose of facilitating payment transactions and preventing fraud. Peec is not responsible for any security breaches or unauthorized access to Customer’s information that may occur on the Payment Processor’s systems. If Peec utilizes a Payment Processor to facilitate transactions, Customer agrees to comply with the platform agreement provided by that Payment Processor. To the fullest extent permitted by applicable Laws, Peec shall not be liable for any errors, omissions, or security breaches related to the Payment Processor’s services. Any disputes related to payment processing should be addressed directly with the Payment Processor in accordance with their terms of service. Peec may use Stripe, Inc. (“Stripe”) as its Payment Processor (https://stripe.com). For specific details regarding Stripe’s Services, please refer to the following links: Stripe services agreement: https://stripe.com/legal/ssa and Stripe privacy policy: https://stripe.com/privacy. Customer understands that the Payment Processor may modify its services and terms of service at any time. Peec is not responsible for any changes made by the Payment Processor that may affect Customer’s use of the Services. Peec reserves the right to change its Payment Processor at any time.

4.3 Taxes. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Peec’s income tax (“Taxes”). Fees are exclusive of all Taxes.

5. TERM, SUSPENSION, AND TERMINATION

5.1 Term. This Agreement will take effect on the Effective Date and continues until all Subscription Terms have expired or been terminated, or this Agreement is otherwise terminated in accordance with this Section 5 (the “Term”).

5.2 Subscription Term. Each Subscription Term will be for the period selected by Customer in the applicable order. If Customer selects a monthly plan, Customer may terminate such Order at any time upon written notice (email to suffice), effective at the end of the then-current payment cycle. Peec may terminate a monthly plan with at least 30 days’ prior written notice (email to suffice), effective at the end of a payment cycle. If Customer selects an annual plan, either party may terminate such Order with at least 30 days’ prior written notice (email to suffice) before the end of the then-current Subscription Term. Unless so terminated, an annual Subscription Term renews automatically for a further twelve months. If the Customer does not select a Subscription Term, the Subscription Term will continue for an indefinite period until either party provides the other party with at least 30 days’ prior written notice of termination (email to suffice), for any reason or no reason, with or without cause.

5.3 Suspension of Services. Peec may immediately suspend Customer’s access to any or all of the Services if: (a) Customer breaches Section 1.4 (High Risk Activities), Section 1.5 (Restrictions), Section 2.3 (Customer Obligations), or Section 2.4 (Prohibited Conduct); (b) Customer’s account is 30 days or more overdue; (c) Peec determines in its sole discretion that (i) changes to (x) all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, export of data, and Customer Data (collectively “Laws” and each a “Law”), or (y) new Laws require that Peec suspend the Services or otherwise may impose additional liability on the part of Peec or (ii) providing the Services is likely to result in an inquiry, investigation or Claim against or involving Peec; or (d) Customer’s actions risk harm to any of Peec’s other customers or the security, availability, or integrity of the Services. Where practicable, Peec will use reasonable efforts to provide Customer with prior notice of the suspension (email to suffice). If the issue that led to the suspension is resolved, Peec will restore Customer’s access to the Service(s).

5.4 Termination. Either party may terminate this Agreement (including any or all Orders) immediately if the other party: (a) fails to cure a material breach of this Agreement within 30 days after notice (including a failure to pay Fees, which will be considered a material breach if not paid within 15 days after notice); (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. Peec may terminate this Agreement immediately on written notice if Peec reasonably determines that a Technology Change Event has occurred or is reasonably anticipated to occur; if Peec terminates for a Technology Change Event, Peec will refund a pro-rata portion of any prepaid, unused fees attributable to the terminated Services for the period following the effective date of termination for the remainder of the then-current term and neither party shall have any further liability to the other with respect to the terminated Services, except for obligations that survive under Section 5.6.

5.5 Effect of Termination. Upon expiration or termination of an applicable Order and upon expiration or termination of this Agreement, Customer’s access to and Peec’s obligations to provide the Services and Support will cease. Furthermore, the API license granted under Section 1.6 (API License) will terminate on expiration or termination of the Agreement and Customer will have no further right or license to access or use the API. During a Subscription Term and for the 30-day period immediately following the date of expiration or earlier termination of the applicable Subscription Term, Customer may export Customer Data. Peec will retain the applicable Customer Data during this 30-day period to allow for Customer’s export. After that period, Peec will delete the applicable Customer Data in accordance with the Data Processing Agreement, unless Peec is required by Law to retain it. Customer will ensure that all access to the Services by a given End Customer is terminated upon the expiration or termination of this Agreement.

5.6 Survival. All definitions and the following Sections survive expiration or termination of this Agreement: 2.6 (Usage Data; Aggregated Data), 5.5 (Effect of Termination), 5.6 (Survival), 6 (Confidentiality), 7.2 (Limits on Evaluations), 9 (Disclaimers), 10 (Ownership), 11 (Limitations of Liability), 12 (Indemnification), and 13 (General Terms), and any obligations of the parties that, by their nature, should survive the termination or expiration of this Agreement. Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

6. CONFIDENTIALITY

6.1 Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”), whether before or after the Effective Date, under or in connection with this Agreement that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Peec’s Confidential Information (including that of Peec AI GmbH) includes (a) the terms of any Order, (b) any technical or performance information about the Services and (c) all Security Materials, whether or not designated as confidential; “Security Materials” means non-public information that Peec makes available to Customer through its trust center or otherwise in connection with Customer’s assessment of Peec’s information security, data protection, and compliance practices, including audit and certification reports (such as SOC 2 and ISO/IEC 27001 reports), information security policies and procedures, information on Peec’s technical and organizational measures, system architecture, and infrastructure, and the identity of Peec’s service providers and subprocessors and the services they perform. Customer’s Confidential Information includes Customer Data. Confidential Information may include information of a third party that is in the possession of Discloser that is disclosed or made available to Recipient under this Agreement.

6.2 Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement and, for Security Materials, to assess Peec and to meet Customer’s own legal, regulatory, and certification requirements. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Peec is the Recipient, Peec may retain the Customer’s Confidential Information to the extent required to continue to provide the Services, and Customer may retain Security Materials as required by Law or to document its assessment of Peec. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 6 (Confidentiality) and they are bound in writing to confidentiality obligations no less protective than this Section 6 (Confidentiality) or by statutory professional secrecy. Confidential Information may be retained in Recipient’s standard backups until deleted in the ordinary backup cycle and, as regards Customer Data, for no longer than the periods set out in the Data Processing Agreement, but will remain subject to this Agreement’s confidentiality restrictions.

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

6.4 Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, without posting bond, other security, or proof of actual damages, in addition to other available remedies, for breach or threatened breach of this Section 6 (Confidentiality).

6.5 Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, to the extent required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment. Customer may disclose Security Materials to End Customers and other controllers on whose behalf it processes personal data, to data subjects, and to supervisory authorities, to the extent required under applicable data protection law; recipients other than authorities and data subjects must be bound by confidentiality obligations no less protective than this Section 6 (Confidentiality).

6.6 Publicity. Neither party may publicly announce that the parties have entered into this Agreement, except with the other party’s prior consent or as required by Laws. However, Peec may include Customer and its trademarks in Peec’s customer lists and promotional materials but will cease further use at Customer’s written request.

6.7 Trust Center NDA. Any non-disclosure agreement Customer has accepted through Peec’s trust center continues to apply in addition to this Section 6 (Confidentiality).

7. EVALUATIONS

7.1 Trial Usage. If Customer receives access to the Services or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Evaluations”), use is permitted only for Customer’s internal evaluation during the period designated by Peec (or if not designated, 30 days). Evaluations are optional and either party may terminate Evaluations at any time for any reason. Evaluations may be inoperable, incomplete, or include features that Peec may never release, and their features and performance information are Peec’s Confidential Information.

7.2 LIMITS ON EVALUATIONS. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, PEEC PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR EVALUATIONS, AND ITS LIABILITY FOR EVALUATIONS WILL NOT EXCEED $50.

8. WARRANTIES

8.1 Mutual Warranties. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery or performance of this Agreement.

8.2 Peec Warranties. Peec represents and warrants to Customer that: (a) Peec will not materially decrease the overall functionality of the Services during a Subscription Term (the “Limited Warranty”); and (b) the Services will not knowingly contain a virus or other program or technology designed to disrupt, damage, interfere with or provide unauthorized access to any software, hardware or system.

8.3 Customer Warranties. Customer represents and warrants to Peec that: (a) the Customer Data provided by Customer to Peec for the performance of Services under this Agreement (i) are owned by Customer or Customer has secured all necessary licenses, consents, permissions, authorizations, and rights to provide such data to Peec and permit Peec’s use thereof as contemplated by this Agreement, and (ii) will not infringe or misappropriate any third party’s intellectual property rights, publicity, or privacy rights, and the provision and use of such data complies with all applicable Laws; (b) Customer retains sole responsibility for all access to and use of the Services, including any action or inaction taken or decisions made based on such use, by any User or any other party accessing the Services through Customer’s accounts or credentials; (c) Customer and its Users shall independently review, validate, verify, and confirm the accuracy, completeness, appropriateness, and applicability of any and all output prior to relying on or using it; (d) Customer acknowledges that the output is informative only and is not a substitute for independent professional judgment; (e) Customer will be solely responsible for developing, maintaining, and enforcing (and ensuring its Users comply with) Customer’s own internal policies, procedures, and protocols, including, but not limited to, those relating to data security, User access controls, and the proper integration of the output into Customer’s processes; and (f) Customer will not use the Services in a manner that violates any applicable Laws, regulations or professional standards.

9. DISCLAIMERS

9.1 GENERAL DISCLAIMER. EXCEPT FOR ANY EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICES AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PEEC, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS, DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, ACCURACY, AND NON-INFRINGEMENT. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER’S USE OF ANY PORTION OF THE SERVICES IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT PEEC IS NOT RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY (INCLUDING CUSTOMER’S COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES) OR ANY LOSS OF DATA.

9.2 SERVICE LIMITATIONS. LIMITED WARRANTY EXCEPTIONS: THE LIMITED WARRANTY IN SECTION 8.2(a) DOES NOT COVER ISSUES CAUSED BY: (A) CUSTOMER’S MISUSE OR UNAUTHORIZED MODIFICATIONS OF THE SERVICES; (B) USE OF THE SERVICES IN HIGH-RISK ACTIVITIES OR RESTRICTED ACTIVITIES; (C) UNPAID USE OR EVALUATIONS.

9.3 NO GUARANTEE OF PERFORMANCE. PEEC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. PEEC DOES NOT GUARANTEE THE ACCURACY OR INTEGRITY OF CUSTOMER DATA OR OUTPUTS, NOR IS PEEC RESPONSIBLE FOR DELAYS OR FAILURES DUE TO THE INTERNET OR OTHER SYSTEMS OUTSIDE OF PEEC’S CONTROL. PEEC MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO ANY PARTICULAR OUTCOME, RESULT, RANKING, VISIBILITY, OR SENTIMENT. FOR THE AVOIDANCE OF DOUBT, PEEC WILL NOT HAVE ANY LIABILITY ARISING FROM OR RELATED TO FAILURES, OUTAGES, ERRORS, OR DATA LOSS CAUSED BY A THIRD-PARTY PLATFORM, INCLUDING ANY CHANGES TO OR DEPRECATION OF THIRD-PARTY APIS.

9.4 CUSTOMER RESPONSIBILITY. CUSTOMER’S USE OF THE SERVICES IS AT CUSTOMER’S OWN DISCRETION AND RISK. PEEC IS NOT LIABLE FOR ANY DAMAGES RESULTING FROM CUSTOMER’S USE OF OR RELIANCE ON THE SERVICE’S OUTPUT.

9.5 ARTIFICIAL INTELLIGENCE DISCLAIMER. CUSTOMER ACKNOWLEDGES THAT PARTS OF THE SERVICES USE ARTIFICIAL INTELLIGENCE (“AI”) AND MACHINE LEARNING, WHICH OPERATE ON PROBABILISTIC REASONING. THE SERVICES ANALYZE AND DEPEND ON OUTPUTS GENERATED BY THE THIRD-PARTY AI MODELS, SERVICES, OR TOOLS THAT USE AI, MACHINE LEARNING, OR SIMILAR TECHNOLOGY, MADE AVAILABLE IN THE SERVICES FROM TIME TO TIME (“COVERED AI MODELS”) THAT PEEC DOES NOT OWN, OPERATE, OR CONTROL. THIS MEANS THE OUTPUTS MAY NOT ALWAYS BE ACCURATE, COMPLETE, RELEVANT, REPRODUCIBLE, OR ERROR-FREE AND MAY CONTAIN ERRORS, INCONSISTENCIES, OR INACCURACIES (INCLUDING THE QUALITY OF THE INPUT FROM WHICH IT IS DERIVED AND THE INHERENT TECHNICAL LIMITATIONS AND PROBABILISTIC NATURE OF MACHINE LEARNING OR ARTIFICIAL INTELLIGENCE TECHNOLOGY USED IN CONNECTION WITH THE SERVICES). CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING THE EFFICACY, ACCURACY, LAWFULNESS, AND APPROPRIATENESS OF THE SERVICES FOR ANY GIVEN USE, INCLUDING AS A REPLACEMENT FOR ANY COMPLIANCE MEASURE. THE USE OF AI IS SUBJECT TO LEGAL AND REGULATORY UNCERTAINTIES THAT COULD IMPACT CUSTOMER’S ABILITY TO USE THE SERVICES IN THE FUTURE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAWS, PEEC HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, SAFETY, SUITABILITY, OR COMPLIANCE WITH LAWS OF ANY INFORMATION, OUTPUT OR RESULTS PROVIDED BY THE SERVICES AND ANY ACTIONS OR INACTIONS TAKEN IN RELIANCE ON SUCH INFORMATION. ANY RELIANCE ON OR USE OF THE SERVICE’S AI ELEMENTS OR OUTPUT THEREOF IS SOLELY AT CUSTOMER’S OWN RISK. THE SERVICES PROVIDE ANALYTICS AND INFORMATIONAL INSIGHTS ONLY, AND DO NOT CONSTITUTE STRATEGIC, MARKETING, BUSINESS, LEGAL, OR OTHER PROFESSIONAL ADVICE, AND ARE NOT A SUBSTITUTE FOR CUSTOMER’S OWN INDEPENDENT JUDGMENT.

9.6 NO ADDITIONAL FUNCTIONALITY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE LIMITED TO THE FUNCTIONALITIES EXPRESSLY DESCRIBED IN THIS AGREEMENT AND THE APPLICABLE ORDER AND DOCUMENTATION, AND THAT PEEC DOES NOT, IS UNDER NO OBLIGATION TO, AND MAKES NO REPRESENTATION, WARRANTY, OR COMMITMENT THAT IT WILL: (A) ASSESS OR ANALYZE COLLECTED DATA BEYOND THE FUNCTIONALITIES EXPRESSLY THEREIN; (B) PROMOTE OR INFLUENCE THE VISIBILITY AND/OR SENTIMENT OF CUSTOMER’S BRAND; OR (C) PROVIDE SOLUTIONS, STRATEGIC ADVICE, OR ADAPTATIONS TO CUSTOMER’S BUSINESS MODEL.

9.7 Dependency Disclaimer. The Services depend in whole or in part on Peec’s ability to source data from one or more Covered AI Models. In the event a Technology Change Event affects a Covered AI Model, Peec may no longer be able to provide the Services for such affected Covered AI Model. A “Technology Change Event” means any of the following circumstances that, in Peec’s reasonable determination, materially impairs Peec’s ability to deliver the Services as contemplated by this Agreement: (a) a Covered AI Model modifies, restricts, or terminates its terms of service, acceptable use policy, or API access in a manner that prohibits or materially limits Peec’s ability to source or incorporate outputs into the Services; (b) a Covered AI Model implements technical, contractual, or operational measures (including rate limits, output filtering, access revocation, or platform discontinuation) that render Peec’s use of Covered AI Model outputs for the Services commercially impracticable or legally impermissible; (c) a change in applicable law, regulation, or binding regulatory guidance prohibits or materially restricts Peec’s ability to source or incorporate such outputs in connection with the Services; (d) any regulatory inquiry or Claim brought or threatened against Peec relating to the Covered AI Models or their output; or (e) any combination of the foregoing. Following a Technology Change Event, Peec shall have the right to (i) modify its performance of the Services (including to suspend the use of any affected Covered AI Model) or (ii) suspend the performance of the Services dependent on the use of any affected Covered AI Model; provided, in each case, that, Peec will use commercially reasonable efforts to mitigate the impact of the foregoing (i) or (ii) on Customer’s receipt of the Services.

10. OWNERSHIP.

10.1 Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data provided to Peec. Except for Customer’s use rights in this Agreement, Peec and its licensors retain all intellectual property rights and other rights in the APIs, Services, Documentation, Usage Data, and Peec technology, templates, formats, and dashboards, including any modifications or improvements to these items made by Peec. If Customer, its Users, End Customers, or End Customer Personnel provide Peec with feedback or suggestions regarding the Services or other Peec offerings, Peec may use the feedback or suggestions without restriction or obligation.

10.2 Output. To the extent any rights exist in output generated by the Services for Customer, Peec grants Customer a non-exclusive, perpetual, irrevocable, worldwide right to use such output for any purpose, subject to Section 2.4. Peec retains the right to use the material it collects in providing the Services – in particular responses of Covered AI Models and publicly accessible content retrieved by Peec – for its own purposes, including to develop and train its models, in compliance with applicable data protection law and provided that the material is not attributed to Customer and does not disclose Customer’s Confidential Information; Customer Data may be used for these purposes only as set out in Sections 2.2 and 2.6.

11. LIMITATION OF LIABILITY

11.1 NATURE OF CLAIMS AND FAILURE OF ESSENTIAL PURPOSE. THE WAIVERS AND LIMITATIONS IN THIS SECTION 11 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

11.2 CONSEQUENTIAL DAMAGES WAIVER. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.

11.3 LIABILITY CAP. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSOR’S) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PEEC PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT.

11.4 EXCLUDED CLAIMS. “EXCLUDED CLAIMS” MEANS: (A) CUSTOMER’S BREACH OF SECTION 2 (DATA AND SECURITY); (B) EITHER PARTY’S BREACH OF SECTION 6 (CONFIDENTIALITY) (BUT EXCLUDING CLAIMS RELATING TO CUSTOMER DATA); OR (C) AMOUNTS PAYABLE TO THIRD PARTIES UNDER THE INDEMNIFICATION OBLIGATIONS IN SECTION 12 (INDEMNIFICATION).

12. INDEMNIFICATION. Customer will, at its own expense, defend, indemnify, and hold harmless Peec, its Affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, demands, suits, proceedings, liabilities, losses, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) (“Claims”) arising out of, resulting from, or relating to any third-party claim based upon: (a) any Customer Data, including, without limitation, any claim that such data: (i) infringes or misappropriates any third-party intellectual property or privacy right; or (ii) violates any applicable Laws due to Customer’s provision or handling of the data; (b) Customer’s breach or alleged breach of any representation, warranty, covenant, or obligation under this Agreement; (c) the use of the Services or output in connection with High Risk Activities or activities where their failure could reasonably lead to death, or personal injury; (d) any End Customer, including (i) any dispute between Customer and any End Customer, including in connection with Customer’s provision of products or services to End Customers or (ii) Claims that otherwise arise out of any agreement with any End Customer, except to the extent any such Claim arises directly from Peec’s material breach of this Agreement; or (e) any negligent, grossly negligent, or intentionally wrongful act or omission by Customer, its Users, or any of its or their respective personnel in the performance or use of the Services under this Agreement. Customer may not settle any claim without Peec’s prior written consent if settlement would require Peec to admit fault or take or refrain from taking any action. Peec may participate in a claim with its own counsel at its own expense.

13. GENERAL TERMS

13.1 Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement to an Affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities to the other party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. “Affiliate” means an entity directly or indirectly owned or controlled by a party, where “ownership” means the beneficial ownership of 50% or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

13.2 Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of Delaware and the United States without regard to conflicts of law’s provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in New Castle County, Delaware and both parties submit to the personal jurisdiction of those courts.

13.3 Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

13.4 Notices. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); or (c) one day after dispatch if by a commercial overnight delivery service. Notices may not be sent via email unless otherwise expressly permitted elsewhere in this Agreement. Either party may update its address with notice to the other party. Peec may also send operational notices to Customer by email or through the Services. Notices to Peec will be delivered to: Peec AI US Inc., 104 W 27th St., New York, NY 10001.

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

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

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

13.8 Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. If such force majeure event affects a party for a period of thirty days or more, the non-affected party may terminate this Agreement immediately on written notice to the affected party.

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

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

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

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

13.13 Conflicts in Interpretation. If there are inconsistencies or conflicts between the documents forming this Agreement, the order of precedence is as follows: (a) the Data Processing Agreement, as regards the processing of personal data; (b) the terms of an Order expressly agreed to deviate from this Agreement; (c) the Introduction and this Part II; (d) any other terms of Orders, schedules, exhibits, attachments, addenda and applicable policies; and (e) the Documentation.