Terms of Service

Effective Date: November 4, 2026

Jozie AI Inc. and its affiliates (collectively or individually, as applicable, "Jozie AI," "our," "we," or "us") offer the AI Revenue Accelerator platform — including its website, web application, dashboards, AI workforce, application programming interfaces, integrations and all successor versions (collectively, the "Services") — subject to these AI Revenue Accelerator Terms of Service (these "Terms of Service" and, together with each Order Form, this "Agreement").

BY ACCESSING AND USING THE SERVICES, OR BY CLICKING "I AGREE" DURING THE CUSTOMER ONBOARDING PROCESS, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AS THE "CUSTOMER" HEREUNDER, AS WELL AS TO HAVE ACCEPTED AND ENTERED INTO AN "ORDER FORM" AS THAT TERM IS DEFINED HEREIN. THESE TERMS OF SERVICE ARE A LEGALLY BINDING AGREEMENT BETWEEN JOZIE AI INC. AND CUSTOMER. IF YOU USE THE SERVICES ACTING AS THE AGENT FOR A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH COMPANY OR ENTITY AS THE "CUSTOMER" HEREUNDER, AND YOU GUARANTEE COMPLIANCE BY SUCH COMPANY OR ENTITY WITH THESE TERMS OF SERVICE.

JOZIE AI RESERVES THE RIGHT AT ANY TIME TO CHANGE, ADD, OR DELETE PORTIONS OF THESE TERMS OF SERVICE. JOZIE AI WILL NOTIFY YOU OF CHANGES, IF ANY, BY POSTING UPDATED TERMS OF SERVICE WITH A NEW EFFECTIVE DATE AND BY NOTICE IN THE SERVICES OR BY EMAIL. CHANGES TO FEES OR TO THE FEE CALCULATION METHODOLOGY APPLY TO CUSTOMER ONLY AS AGREED IN AN ORDER FORM.

1. Definitions

• "Access Credentials" means login information, passwords, two-factor authentication devices, API keys, security protocols and policies through which Users and systems access the Services.
• "Admin User" means the employees and/or contractors of Customer designated to administer Customer's organization in the Services, including issuing Access Credentials, assigning roles and configuring policies.
• "AI Workforce" means the coordinated software agents made available through the Services (including the Chief Revenue Officer, Market Intelligence, Competitive Intelligence, Lead Generation, Customer Acquisition, Sales Development, Sales Conversion, Marketing Optimization, Customer Expansion, Customer Retention and Revenue Analytics agents) that analyze Customer Data, produce Recommendations and prepare drafts and actions for Customer's review.
• "AI Output" means any analysis, score, Recommendation, briefing, message draft, campaign content or other output generated by the AI Workforce or the AI assistant, including output produced with the assistance of large language models.
• "Attribution Rules" means the rules, agreed between the parties and recorded in the Services, that determine whether a Revenue Transaction is classified as generated, influenced, associated or unrelated to the Services, and the portion of it that qualifies for the Performance Fee.
• "Baseline" means Customer's historical revenue for the periods and using the method set out in the Order Form, as imported into the Services, as adjusted by Baseline Adjustments.
• "Baseline Adjustment" means a change to the Baseline (for example for seasonality, acquisitions, divestitures, pricing changes or extraordinary events) proposed by one party and approved by the other party through the Services.
• "Customer Data" means all information, data and content that Customer or its Users provide to, upload to, or connect to the Services, including revenue, invoice, collection, customer, product, campaign, opportunity and pipeline data, Prospect Data, and data synchronized from Customer's third-party systems.
• "Documentation" means the text and/or graphical materials, in print or electronic form, that describe the features, functions and use of the Services, prepared by or on behalf of Jozie AI.
• "Fee Statement" means the statement generated by the Services for a period showing the Baseline, Baseline Adjustments, actual revenue, incremental revenue, attributed revenue, Qualified Incremental Revenue, applicable rate and Performance Fee, together with its transaction-level calculation and integrity hash.
• "Implementation Fee" means the one-time fee for implementation and deployment of the Services set out in the Order Form.
• "Intellectual Property Rights" means any and all now known or hereafter existing rights associated with works of authorship, including copyrights, mask work rights and moral rights; trademark, trade dress or service mark rights; trade secret rights; patents, patent rights and industrial property rights; layout design rights, design rights and other proprietary rights of every kind and nature.
• "Jozie AI Technology" means the software, code, scripts, models, neural networks, artificial intelligence, application programming interfaces, attribution and fee calculation engines, methodologies, processes, templates, workflows, tools, algorithms, formulas, user interfaces, know-how, trade secrets and other technical material underlying or used to provide the Services, including all updates, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein.
• "Order Form" means an order form, statement of work, commercial terms recorded in the Services, or other ordering document accepted by Customer and Jozie AI.
• "Outreach" means emails and other communications to Prospects drafted by the AI Workforce or Users and sent through the Services.
• "Performance Fee" means the fee calculated as a percentage of Qualified Incremental Revenue as set out in the Order Form.
• "Prospect" and "Prospect Data" mean an individual who is a lead, contact or customer representative of Customer, and the personal data about that individual contained in Customer Data.
• "Qualified Incremental Revenue" means, for a period, the revenue that both (a) exceeds the adjusted Baseline and (b) qualifies under the Attribution Rules, calculated using the qualification method, fee basis (recognized or collected revenue) and other parameters set out in the Order Form.
• "Recommendation" means an AI Output proposing an action, together with its supporting evidence and estimated impact.
• "Revenue Transaction" means an invoice, booking or other revenue record included in Customer Data.
• "User" means Customer's Admin Users and any other Customer employees or contractors who have been assigned Access Credentials.

2. Services

2.1 Services

Subject to and in accordance with this Agreement, including payment of all applicable fees, Jozie AI shall make the Services available to Customer, including a dedicated organization account, role-based access for Users, the AI Workforce, revenue intelligence, sales and marketing automation tools, revenue attribution, performance-fee reporting, executive dashboards and integrations, as described in the Documentation and the Order Form.

2.2 Implementation

Jozie AI will perform the implementation and deployment activities described in the Order Form, which may include configuring integrations, importing historical revenue to establish the Baseline, configuring the AI Workforce and onboarding Users. Customer will provide timely access to personnel, systems and data reasonably required for implementation.

2.3 Human Approval and Customer Control

The AI Workforce analyzes data, produces Recommendations and prepares drafts. Outreach, campaign launches, marketing budget changes, Baseline Adjustments and other actions designated in the Services as requiring approval are executed only after approval by a User holding the applicable permission. The AI Workforce is not designed to, and Customer shall not configure or use it to, execute financial transactions, modify prices, issue refunds or credits, offer discounts, sign or amend contracts, or make binding commitments on Customer's behalf. Customer retains sole responsibility for all business decisions, approvals and commitments, whether or not informed by AI Output.

2.4 Customer Access

Customer acknowledges that its Users' access to and use of the Services depend on telecommunications and Internet services. Customer is solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Services, including all related costs, fees, expenses and taxes.

2.5 Modifications to the Services

Jozie AI reserves the right to enhance, improve and modify the Services on a continuous basis at no additional cost to Customer, provided that Jozie AI will not change the Attribution Rules, Baseline method or fee calculation methodology applicable to Customer except as agreed with Customer.

2.6 Third-Party Systems and Models

The Services may interoperate with third-party systems that Customer chooses to connect (for example CRM, ERP, finance, email or marketing platforms) and use large language models operated by Jozie AI or by Anthropic to generate AI Output. Customer's use of third-party systems is governed by Customer's agreements with those providers. Jozie AI is not responsible for the availability, accuracy or acts of third-party systems. Jozie AI selects the language model providers used for the Services and may change them.

3. Access Grant; Licenses; Ownership

3.1 Access Grant

Subject to Customer's compliance with this Agreement and the Documentation, Jozie AI grants to Customer during the Term a non-exclusive, non-transferable, worldwide, revocable, non-sublicensable right to allow its Users to access and use the Services solely for Customer's internal business purposes. Customer shall be responsible for any breach of this Agreement by any User.

3.2 Customer Data

To enable Jozie AI to provide the Services, Customer grants to Jozie AI a non-exclusive, royalty-free license to access, use, copy, process and transmit Customer Data solely as necessary to provide, secure and support the Services for the benefit of Customer, including to calculate attribution and fees and to send Outreach approved by Customer. Customer owns all right, title and interest in and to Customer Data and reserves all rights not expressly granted. Customer is responsible for maintaining back-up copies of Customer Data held in its own systems. Except to the extent caused by Jozie AI's breach of its security obligations, Jozie AI will not be responsible for any loss, corruption or alteration of Customer Data.

3.3 AI Output

As between the parties, and subject to Jozie AI's rights in the Jozie AI Technology, Customer may use AI Output for its internal business purposes. Customer acknowledges that AI Output is generated automatically, may be inaccurate, incomplete or similar to output provided to others, and must be reviewed by Customer before it is relied upon or used externally.

3.4 Users

Unless otherwise provided in the Order Form, Customer, through its Admin Users, may provide for an unlimited number of Users. Customer will at all times be responsible for all actions taken under Customer's organization or any User's account, including approvals granted through the Services.

3.5 Service Levels

Any service levels applicable to the Services are as set out in the Order Form or in a Service Level Agreement made available by Jozie AI and expressly incorporated herein.

3.6 Ownership

The Services, the Jozie AI Technology, the Platform Analytics (defined below), the Documentation and all worldwide Intellectual Property Rights in each of the foregoing and in all derivative works thereof are the exclusive property of Jozie AI and its licensors. The Services are licensed to Customer, not sold, and except for the rights expressly granted herein, all rights are reserved by Jozie AI and its licensors.

3.7 Marketing

Jozie AI may publicly refer to Customer as a customer of Jozie AI, including on Jozie AI's website and in sales presentations, and may use Customer's logo for such purposes, unless Customer notifies Jozie AI in writing that it opts out. Jozie AI will not publish Customer's revenue figures, Fee Statements or results without Customer's prior written consent.

3.8 Collection and Use of Information

Jozie AI may collect and store information regarding use of the Services, including information derived from aggregated and anonymized usage of the Services across customers (collectively, "Platform Analytics"). Platform Analytics shall not include any personally identifiable information or Customer Data in a form that identifies Customer or any individual. Jozie AI may use Platform Analytics to operate, secure and improve the Services, develop updates and verify compliance with this Agreement.

3.9 Customer Feedback

Customer hereby assigns to Jozie AI all rights, title and interest in and to any suggested improvements, enhancements or other feedback provided by Customer or any User with respect to the Services.

4. Customer Responsibilities

4.1 Access Credentials

Customer will be responsible for all acts and omissions of its Users and all activity under its organization. Customer agrees to (1) keep Access Credentials, including API keys and integration credentials, secure and confidential; (2) not permit others to use Access Credentials; (3) enable and require two-factor authentication where Customer's security policies call for it; and (4) notify Jozie AI immediately at legal@jozieai.com of any unauthorized use of Access Credentials or any other known or suspected breach of security.

4.2 Accuracy of Revenue Data

Customer is responsible for the completeness and accuracy of the Customer Data used to establish the Baseline and to calculate attribution and fees, including historical revenue, Revenue Transactions, collection status and customer records. Customer shall provide such data through the integrations, imports or interfaces described in the Documentation in a timely manner, and shall not withhold, alter or misclassify Revenue Transactions for the purpose of reducing Fee Statements. Jozie AI may, on reasonable notice, request reasonable supporting records to verify the Customer Data underlying a Fee Statement.

4.3 Outreach and Marketing Compliance

Customer is the sender of all Outreach and the controller of all Prospect Data. Customer represents and warrants that it has, and will maintain, a lawful basis and all notices and consents required by applicable law for Jozie AI to process Prospect Data and for Customer to send each Outreach, including under the CAN-SPAM Act, the Telephone Consumer Protection Act, Canada's Anti-Spam Legislation, the EU and UK General Data Protection Regulation and Privacy and Electronic Communications Regulations, and comparable laws. Customer will (a) accurately record consent and its source in the Services; (b) configure its sender identity, postal address and communication policy accurately; (c) honor unsubscribe and do-not-contact requests; and (d) review Outreach before approving it. The compliance controls in the Services (including consent checks, suppression lists, sending limits, quiet hours and content checks) assist Customer but do not constitute legal advice or guarantee compliance.

4.4 Use Guidelines

Customer shall comply with all applicable laws, rules and regulations in its use of the Services and shall use the Services solely for its internal business purposes. Customer shall not:

• License, sublicense, sell, resell, rent, lease, transfer, assign, copy, reproduce, distribute, time share or otherwise commercially exploit or make the Services available to any third party;
• Disrupt any servers or networks connected to the Services;
• Attempt to gain unauthorized access to the Services, the Jozie AI Technology, other customers' data, or any related systems or networks;
• Remove, alter or obscure any proprietary notices associated with the Services;
• Use the Services in violation of any applicable law, rule, regulation or guideline;
• Attempt to probe, scan or test the vulnerability of any system or network associated with the Services;
• Copy, distribute, modify, adapt, hack, disassemble, decompile, decode or reverse engineer the Services or Jozie AI Technology;
• Access or use the Services for purposes of competitive analysis or development of a competing service;
• Send spam, unsolicited bulk messages, or messages to individuals who have opted out or for whom Customer lacks a lawful basis;
• Configure the AI Workforce or the Services to circumvent human approval, guardrails or compliance controls, or to execute financial transactions, change prices, issue refunds or credits, offer discounts or make binding commitments;
• Send or store infringing, obscene, threatening, libelous or otherwise unlawful material; or
• Send or store material containing software viruses, worms, Trojan horses or other harmful computer code.

4.5 Restrictions

Customer agrees that, during the period in which Customer is using the Services and ending on the fourth (4th) anniversary of the last date of Customer's use of the Services, Customer will not directly or indirectly, and will ensure that its Users do not directly or indirectly, render services to any third party for the purposes of competing with the Services or Jozie AI Technology, or interfere with business relationships between Jozie AI and its customers or potential customers. Customer acknowledges that Jozie AI will suffer irreparable harm if Customer breaches these obligations and that monetary damages would be inadequate; accordingly, Jozie AI will be entitled to seek preliminary and permanent injunctive relief.

4.6 Customer Data Restrictions

Customer represents, warrants and covenants that the Customer Data:

• Will not and does not infringe the patent, copyright, trademark, trade secret or other Intellectual Property Right of others;
• Will not and does not violate the privacy, publicity or other rights of third parties or any other law;
• Is not and will not become unlawful, tortious, fraudulent, defamatory, harmful to minors, obscene or pornographic;
• Will not and does not violate Customer's own privacy policy;
• Will not and does not disclose information protected under any law, agreement or fiduciary relationship, except as Customer is authorized to disclose; and
• Will not and does not contain any viruses, Trojan horses, spyware, malware, worms or other harmful components.

5. Fees and Payment

5.1 Implementation Fee

Customer will pay the Implementation Fee set out in the Order Form (by default, fifty thousand U.S. dollars (US$50,000)). Unless otherwise stated in the Order Form, the Implementation Fee is invoiced when the Order Form becomes effective and is non-refundable.

5.2 Performance Fee

Customer will pay a Performance Fee equal to the percentage of Qualified Incremental Revenue set out in the Order Form (by default, one percent (1%)), subject to any rate tiers, minimum or maximum fees and other terms in the Order Form. No Performance Fee is payable for a period in which there is no Qualified Incremental Revenue, except any minimum fee stated in the Order Form. Revenue that is merely associated with AI Workforce activity, but does not satisfy the Attribution Rules, does not qualify.

5.3 Calculation Methodology

For each period, the Services calculate: (a) the Baseline using the method set out in the Order Form; (b) the Baseline as adjusted by approved Baseline Adjustments; (c) actual revenue on the fee basis in the Order Form (recognized or collected), excluding refunded amounts; (d) incremental revenue, being actual revenue in excess of the adjusted Baseline; (e) attributed qualifying revenue under the Attribution Rules, with each Revenue Transaction attributed no more than once; and (f) Qualified Incremental Revenue using the qualification method in the Order Form (by default, the lesser of attributed qualifying revenue and incremental revenue). Baseline Adjustments and changes to the Attribution Rules take effect only when agreed by both parties through the Services or in writing.

5.4 Fee Statements and Invoices

Jozie AI will issue Fee Statements monthly, or as otherwise set out in the Order Form, and may issue an annual true-up statement reconciling the year's monthly Fee Statements against the annual calculation. Each Fee Statement includes its full calculation and a cryptographic integrity hash, and is available to Customer in the Services. Once a Fee Statement is issued, the Customer Data for its period is locked in the Services; corrections are made by voiding the Fee Statement and issuing a corrected version. Unless otherwise specified in the Order Form, invoices are due within thirty (30) days of the invoice date.

5.5 Disputes

Customer may dispute a Fee Statement in good faith through the Services, stating the reasons in reasonable detail, within thirty (30) days after it is issued; otherwise the Fee Statement is deemed accepted. The parties will work together in good faith to resolve any dispute, and Customer will pay all undisputed amounts when due. Where a dispute results in a corrected Fee Statement, any resulting difference will be invoiced or credited against future invoices.

5.6 General

Except as otherwise set forth herein or in an Order Form, all fees are non-refundable, will be paid in U.S. dollars and exclude all applicable sales, use, value-added and other taxes. Any fees not paid when due are subject to interest at one percent (1.0%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.

5.7 Taxes

Customer will make all payments to Jozie AI free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to Jozie AI, other than taxes on Jozie AI's income, will be Customer's sole responsibility.

5.8 Pilots and Free Services

If Customer uses the Services free of charge, whether in connection with a pilot, proof of concept, demonstration environment, trial period or otherwise ("Free Services"), Customer acknowledges that Free Services are offered "as is," "as available," and without any representations or warranties of any kind, and Jozie AI hereby disclaims the same. Demonstration environments may contain generated sample data that is identified as such in the Services. Jozie AI may terminate Customer's access to Free Services at any time, with or without notice.

6. Confidentiality and Data Protection

6.1 Confidential Information

Each party (the "Disclosing Party") may from time to time during the Term disclose to, or the other party (the "Receiving Party") may learn, certain information regarding the Disclosing Party's business, including technical, marketing, financial, employee, planning and other confidential or proprietary information ("Confidential Information"). The Services and the Jozie AI Technology constitute Confidential Information of Jozie AI, and Customer Data, Fee Statements and Customer's revenue results constitute Confidential Information of Customer.

6.2 Protection of Confidential Information

The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose it only to its employees, contractors and service providers who have a need to know it for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder.

6.3 Exceptions

The Receiving Party's obligations will not apply to any portion of the Disclosing Party's Confidential Information that the Receiving Party can document: (a) was already lawfully known to the Receiving Party at the time of disclosure; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, after giving the Disclosing Party prompt notice where legally permitted.

6.4 Data Protection

With respect to personal data contained in Customer Data (including Prospect Data), Customer is the controller and Jozie AI is the processor, processing such data only on Customer's documented instructions as set out in this Agreement and the Services. Each party shall comply with its respective obligations under applicable data protection laws. Upon request, the parties will enter into a data processing agreement reflecting these roles. Jozie AI's handling of personal data it processes as a controller is described in its Privacy Policy.

6.5 Security

Jozie AI will maintain reasonable administrative, technical and physical safeguards designed to protect Customer Data, including logical separation of each customer's data, role-based access controls, encryption of Customer Data in transit and of integration credentials and other secrets at rest, two-factor authentication, audit logging and logging of AI Workforce activity. Jozie AI will notify Customer without undue delay after becoming aware of a breach of security leading to unauthorized access to Customer Data.

6.6 No Protected Health Information

Customer shall not provide, transmit, disclose or otherwise make available to Jozie AI any "Protected Health Information" as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). Customer agrees that Jozie AI is not a "Business Associate" under HIPAA, and Customer shall not use the Services in any manner that would require Jozie AI or the Services to comply with HIPAA.

7. Warranties and Disclaimers

THE SERVICES WILL MATERIALLY CONFORM TO THE DOCUMENTATION. IF CUSTOMER BELIEVES THE SERVICES DO NOT MATERIALLY CONFORM TO THE DOCUMENTATION, CUSTOMER MUST PROVIDE JOZIE AI NOTICE OF SUCH NONCONFORMITY WITHIN THIRTY (30) DAYS. EXCEPT AS PROVIDED IN THE FIRST SENTENCE OF THIS SECTION 7, THE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE", AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND JOZIE AI HEREBY DISCLAIMS THE SAME.

WITHOUT LIMITING THE FOREGOING, JOZIE AI DOES NOT WARRANT OR GUARANTEE ANY LEVEL OF REVENUE, GROWTH, PIPELINE, CONVERSION OR RETURN ON INVESTMENT. ESTIMATED IMPACTS, FORECASTS AND OTHER AI OUTPUT ARE ESTIMATES BASED ON CUSTOMER DATA AND MAY BE INACCURATE. AI OUTPUT DOES NOT CONSTITUTE LEGAL, TAX, ACCOUNTING OR FINANCIAL ADVICE. FEE STATEMENTS ARE CALCULATED FROM CUSTOMER DATA AS PROVIDED BY CUSTOMER, AND JOZIE AI IS NOT RESPONSIBLE FOR ERRORS RESULTING FROM INACCURATE OR INCOMPLETE CUSTOMER DATA.

8. Indemnification

8.1 Customer Indemnification

CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS JOZIE AI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, CLIENTS, SUPPLIERS, RESELLERS AND LICENSORS FROM AND AGAINST ANY AND ALL COSTS, FEES, LOSSES, CLAIMS AND LIABILITIES WHICH THEY MAY INCUR IN CONNECTION WITH CUSTOMER'S BREACH OF THIS AGREEMENT, CUSTOMER'S USE OF THE SERVICES, CUSTOMER DATA, OR ANY OUTREACH OR OTHER COMMUNICATION SENT BY OR ON BEHALF OF CUSTOMER THROUGH THE SERVICES, INCLUDING CLAIMS UNDER ANTI-SPAM, TELEMARKETING AND DATA PROTECTION LAWS.

8.2 Jozie AI Indemnification

JOZIE AI AGREES TO DEFEND CUSTOMER FROM AND AGAINST ANY AND ALL LEGITIMATE THIRD-PARTY CLAIMS THAT THE SERVICES, WHEN USED IN ACCORDANCE WITH THIS AGREEMENT, INFRINGE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

9. Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WILL JOZIE AI, OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, SUPPLIERS, RESELLERS OR LICENSORS, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST, CORRUPTED OR STOLEN DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, INCLUDING ANY LOSS ARISING FROM BUSINESS DECISIONS MADE IN RELIANCE ON AI OUTPUT.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, JOZIE AI'S AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT AND THE SERVICES SHALL IN NO EVENT EXCEED THE CHARGES AND FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

10. Term and Termination

10.1 Term

The initial term of each Order Form shall commence on its effective date and continue for one (1) year, unless a different term is stated in the Order Form. Each Order Form shall renew automatically for additional one (1) year periods unless a party provides the other party written notice of its intention not to renew at least sixty (60) days prior to the expiration of the then-current term. The initial term together with each renewal term is the "Term."

10.2 Termination

If a party breaches this Agreement, the other party may terminate this Agreement and any relevant Order Form effective immediately upon written notice if the breaching party does not cure the breach within thirty (30) days after receiving such notice.

10.3 Suspension of Services

Jozie AI may cancel or suspend all Users' access to the Services, or suspend Outreach or specific AI Workforce functions, if: (a) a reasonable threat to the technical security or integrity of the Services exists; (b) Jozie AI reasonably believes Customer's use of the Services violates applicable law or Section 4; (c) Jozie AI believes that Customer has breached any representation, warranty or covenant in this Agreement; or (d) any amount due is not received by Jozie AI within thirty (30) days after it was due.

10.4 Rights Upon Termination

Upon expiration or termination of this Agreement: (a) Customer's and its Users' right to access and use the Services will terminate; (b) Fee Statements will be issued for all periods through the effective date of termination (and for any later period stated in the Order Form), and all fees accrued through that date become due; (c) upon Customer's request made within thirty (30) days, Jozie AI will make Customer Data available for export in a standard format, after which Jozie AI will delete Customer Data from the Services, except for records it must retain by law or to support issued Fee Statements and audit logs; and (d) each party will destroy and make no further use of any Confidential Information of the other party, except as permitted by this Section.

10.5 Survival

Sections 1, 3.3, 3.6, 3.8, 3.9, 4.5, 5, 6, 7, 8, 9, 10 and 11 shall survive any termination or expiration of this Agreement.

11. General

11.1 Governing Law; Arbitration

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, U.S.A., without reference to conflicts of laws provisions. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in King County, Washington, in accordance with the rules of the American Arbitration Association. The arbitrator shall apply the law of the State of Washington, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction.

If the above arbitration provision is held invalid or unenforceable, any dispute with respect to this Agreement shall be brought and heard either in the Washington state courts located in King County, Washington, or the federal district court for the Western District of Washington, and Customer irrevocably consents to the jurisdiction and venue of such courts.

Notwithstanding the foregoing, if either party seeks preliminary injunctive relief to protect its rights, such party may, without waiving this arbitration agreement, invoke the jurisdiction of a court of competent jurisdiction for the exclusive purpose of obtaining such relief, and each party consents to the jurisdiction of, and venue in, the state and federal courts sitting in King County, Washington.

BY ENTERING INTO THIS ARBITRATION AGREEMENT, CUSTOMER AND JOZIE AI AGREE THAT EACH MAY BRING CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

11.2 Export; Anti-Corruption

Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions, and with applicable anti-corruption laws, in providing and using the Services.

11.3 Severability

If any provision of this Agreement is held invalid or unenforceable, the other provisions will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

11.4 Entire Agreement; Order of Precedence

This Agreement, including all Order Forms, constitutes the entire agreement between the parties as to its subject matter and supersedes all previous and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of a conflict between these Terms of Service and an Order Form, the Order Form controls with respect to fees, the fee calculation methodology and the Term.

11.5 No Assignment

Neither party will assign, subcontract, delegate or otherwise transfer this Agreement, or its rights and obligations herein, without the prior written consent of the other party, except that Jozie AI may use subcontractors and service providers to provide the Services and remains responsible for them.

11.6 Notices

Notices from Jozie AI to Customer may be delivered by email to the address of Customer's account owner or through the Services. Notices from Customer to Jozie AI may be delivered by email to legal@jozieai.com or by registered or certified mail, postage prepaid, return receipt requested, or by nationally recognized overnight courier to:

Jozie AI Inc.
Attn: Legal Department
Seattle, Washington
United States of America

11.7 Force Majeure

Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if caused by a civil disturbance, war, terrorist attack, embargo, government action or restriction, act of God, sabotage, fluctuation or non-availability of electrical power, labor dispute, fire, earthquake, flood, pandemic, failure of third-party systems or networks, or any other event beyond the control of such party.

11.8 Independent Contractors

Jozie AI's relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other. The AI Workforce does not act as Customer's agent for the purpose of entering into any agreement or commitment with a third party.

Contact Us

For questions about these Terms of Service, contact us by email at legal@jozieai.com.