Wisdom AI, Inc. Master Service Agreement
Last Updated September 9, 2026
This Master Service Agreement (the “MSA”) governs the use of the Service (defined below), and is a legal agreement between Wisdom AI, Inc. (“Wisdom”) and you or the entity that you represent (“Customer”). This MSA governs the use and access to the Services ordered by Customer and made available by Wisdom under ordering document(s) entered into by the parties (each, an “Order”). By accepting this Agreement, either by physically signing this Agreement, by clicking a box or button indicating your acceptance, by executing an order form or similar instrument that references this Agreement, or by accessing the Service, you agree to the terms of this Agreement. If you do not agree with the terms of this Agreement, you must not accept this Agreement, and may not use or access the Service.
Wisdom and Customer are each a “Party” and, collectively, the “Parties.” This MSA incorporates by reference any attached or incorporated exhibits or addenda, as well as referenced websites and documentation (along with any Order(s), collectively the “Agreement”). The Parties hereto agree as follows:
1. Overview.
Subject to the terms and conditions of this Agreement, Wisdom will make available to Customer Wisdom’s products and services identified in the applicable Order (“Services”). The Services may use third-party artificial intelligence platforms (“AI Platforms”). Use of the Services will be subject to certain limitations, such as limits on the volume or number of queries that may be submitted to the Services by Customer, as further described in the applicable Order.
2. Services.
2.1. Ordering Process; Agreement.
Subscriptions to Services are purchased pursuant to the Order. The Order will identify the Services to which Customer is subscribing and, as applicable, any limitations on the Services, and the time period for which such Order applies.
2.2. Access Grant.
During the Term, subject to Customer’s compliance with the terms of this Agreement, Customer may access and use the Services only for Customer’s internal business purposes in accordance with any documentation, this Agreement, and any limitations set forth in the applicable Order.
2.3. Users.
“User” means an employee or contractor of Customer that Customer allows to use the applicable Services on Customer’s behalf, using the mechanisms designated by Wisdom (“Log-in Credentials”). Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Wisdom’s breach of this Agreement). Customer will promptly notify Wisdom if it becomes aware of any compromise of any Log-in Credentials.
2.4. Restrictions.
Customer will not (and will not permit anyone else to, including via automated means or AI agents), directly or indirectly, do any of the following: (a) provide access to, distribute, sell, or sublicense the Services to a third party (other than Users or as allowed in Section 4.2); (b) use the Services to develop a similar or competing product or service or to provide products or services to a third party; (c) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Services, including prompt-injecting and probing, except to the extent such a restriction is not permitted under applicable Law (and then only with prior notice to Wisdom); (d) modify or create derivative works of the Services or copy any element of the Services; (e) remove or obscure any proprietary notices in the Services; (f) publish benchmarks or performance information about the Services; (g) interfere with the operation of the Services, circumvent any access restrictions, or conduct any security or vulnerability test of the Services; (h) transmit any viruses or other harmful materials to the Product, or intentionally harm the security, availability, or integrity of the Services; or (i) access or use the Services in a manner that violates any applicable law.
3. Service Levels and Support.
During the Term, Wisdom will offer the Services to Customer in accordance with the Service Level Agreement and use commercially reasonable efforts to support the Services in accordance with Wisdom’s Support Policy.
4. Data and Artificial Intelligence.
4.1. Retention of Rights.
Neither Party grants the other any rights or licenses not expressly set out in this Agreement. Without limiting the foregoing, except for the limited licenses granted in this Agreement, (a) Customer retains all of its rights in and to Input and Output (collectively, the “Customer Data”) and (b) Wisdom and its licensors retain all of their rights in and to the Product, including improvements thereto and derivative works thereof.
4.2. Output.
Outputs generated or suggested by the Services in response to Input (“Output”) shall be owned by Customer. Customer grants to Wisdom a worldwide, non-exclusive, fully paid-up, royalty-free right and license to use, copy store, transmit, backup, archive, parse, access, modify, and display Output, and make incidental copies, solely as necessary to provide the Services, including for improving, and ensuring the safety and security of the Services for the Term of this Agreement.
4.3. Use of Input.
Customer hereby grants Wisdom a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to contractors and service providers), non-transferable (except as set forth in Section 18.1) right to access and use any materials that Customer (including its Users) inputs or makes available to Wisdom, (collectively, “Input”) to provide the Services and services as permitted under this Agreement and to derive or generate Telemetry.
4.4. Telemetry.
“Telemetry” means information, technical logs, data, metrics, and learnings generated or derived from, or related to Customer’s and Users’ use of the Services, and/or Customer Data, which information does not identify any natural human persons as the source thereof. As between the Parties, Wisdom owns Telemetry.
4.5. No AI Training.
Wisdom shall not, and shall not allow third parties to, train or fine-tune any large language model or other artificial intelligence technology on Customer Data.
5. Customer Obligations.
Customer is responsible for its Customer Data, including its content and accuracy, and will comply with laws that apply to Customer Data. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Wisdom to access and use Customer Data and exercise the rights granted to it in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data.
6. Suspension of Service.
Wisdom may immediately suspend Customer’s access to any or all of the Services if: (a) Customer breaches Section 2.4 (Restrictions) or Section 5 (Customer Obligations); (b) Customer’s account is 30 days or more overdue; (c) legal orders, new laws or regulations, or changes to existing laws or regulations that require that Wisdom suspend the Services or otherwise may impose additional liability on the part of Wisdom; or (d) Customer’s actions risk harm to any of Wisdom’s other customers or the security, availability, or integrity of any of the Services. Where practicable, Wisdom will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing).
7. Third-Party Platforms.
The Services may support integration with third-party platforms, add-ons, services, or products not provided by Wisdom (“Third-Party Platforms”). Use of any Third-Party Platforms integrated with or made available through the Services is subject to Customer’s agreement with the relevant provider and not this Agreement. Wisdom 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 Wisdom to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf. To the extent an integration with a Third-Party Platform requires that Wisdom use Customer’s access credentials for such Third-Party Platform, Customer: (a) agrees to provide such credentials, (b) represents and warrants that Customer has all necessary rights to provide such credentials, and (c) authorizes Wisdom to use such credentials on Customer’s behalf in connection with the provision of the Services.
8. Fees and Taxes.
8.1. Fees.
Customer will pay the fees for the Services set forth in each Order (“Fees”). All Fees will be paid in U.S. dollars unless otherwise provided in the Order. Fees are invoiced as described in the Order. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. All Fees are non-refundable except as may be set out in Section 13.4 (Mitigation). Fees do not include AI Platform Charges, which are allocated as set forth in Sections 8.4 through 8.7.
8.2. Taxes.
Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Order or this Agreement, whether domestic or foreign, other than Wisdom’s income tax (“Taxes”). Fees and all other amounts payable under this Agreement are exclusive of all Taxes.
8.3. Renewal Fees.
Unless otherwise stated in the applicable Order, all fees for renewal of Services will increase by seven and a half percent (7.5%) over the then current Term’s fees. Wisdom will inform the Customer of such change at least thirty (30) days before implementing such change. Use of the Service beyond such date will be deemed as acceptance of the new fee.
8.4. AI Platform Keys and Charges.
The Services access AI Platforms using API keys or similar access credentials (“AI Platform Keys”) issued by the provider of the applicable AI Platform. “AI Platform Charges” means the fees and charges imposed by an AI Platform for use of the AI Platform. Fees do not include AI Platform Charges. The applicable Order will specify whether Customer will use its own AI Platform Keys (“Customer Keys”) or AI Platform Keys made available by Wisdom (“Wisdom Keys”). If the Order does not specify, Customer will use Customer Keys.
8.5. Customer Keys.
Where Customer uses Customer Keys, Customer will: (a) obtain and maintain, at its own cost, its own agreement with each applicable AI Platform and valid Customer Keys with usage quotas, rate limits, and spending limits sufficient for Customer’s use of the Services; (b) pay all AI Platform Charges directly to the applicable AI Platform; and (c) provide the Customer Keys to Wisdom or connect them to the Services as directed by Wisdom. Customer represents and warrants that it has all necessary rights to provide the Customer Keys to Wisdom, and authorizes Wisdom to use the Customer Keys on Customer’s behalf in connection with the provision of the Services. Customer acknowledges that Customer Data submitted to an AI Platform using Customer Keys is processed by the AI Platform under Customer’s own agreement with such AI Platform and not under this Agreement, and that Section 4.5 (No AI Training) does not apply to processing by an AI Platform Provider under Customer Keys.
8.6. Wisdom Keys.
Where the Order specifies Wisdom Keys, or where Customer uses features of the Services that use an AI Platform without valid Customer Keys in place, Wisdom may provide the Services using Wisdom Keys. Customer will reimburse Wisdom for all AI Platform Charges attributable to Customer’s use of the Services, at Wisdom’s actual cost, as measured by Wisdom. Wisdom will invoice such amounts monthly or quarterly in arrears, as determined by Wisdom. Such amounts are deemed Fees for purposes of this Agreement, other than Section 8.3 (Renewal Fees), and are due and payable in accordance with Section 8.1. Upon Customer’s reasonable request, Wisdom will provide summary documentation of the usage underlying such amounts. Changes to an AI Platform’s pricing apply to amounts payable under this Section 8.6 as of the effective date of such changes. If Customer’s usage materially exceeds any usage estimate set forth in the Order, or if any amounts payable under this Section 8.6 are past due, then in addition to its rights under Section 6 (Suspension of Service), Wisdom may require prepayment or a deposit for future AI Platform Charges or require that Customer transition to Customer Keys.
8.7. Key Failures; AI Platform Terms.
Wisdom will not be in breach of this Agreement and will have no liability to the extent the Services are limited, degraded, or unavailable because Customer Keys are invalid, suspended, revoked, rate-limited, or exhausted, or because of any act, omission, unavailability, or pricing or model change of an AI Platform. If Customer Keys fail for any of the foregoing reasons, Wisdom may (but is not required to), upon notice to Customer (email sufficing), temporarily provide the Services using Wisdom Keys, in which case Section 8.6 applies to such use. Customer will use the Services in compliance with the applicable AI Platform terms and usage policies, and Wisdom may suspend access to features of the Services that use an AI Platform to the extent required by an AI Platform or to the extent Customer’s use violates such terms or policies. Wisdom may substitute an AI Platform or model with another of substantially similar capability upon notice to Customer.
9. Warranties and Disclaimers.
9.1. Mutual Warranties.
Each Party represents, warrants, and covenants to the other Party that:
(a)
it is duly organized, validly existing, and in good standing in the jurisdiction of its incorporation;
(b)
the execution and delivery of this Agreement by such Party and the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Party;
(c)
this Agreement constitutes a valid and binding obligation of such Party that is enforceable in accordance with its terms;
(d)
the entering into and performance of this Agreement by such Party does not and will not violate, conflict with, or result in a material default under any other agreement or obligation by which such Party is or may become subject or bound;
(e)
it will comply with all laws and regulations applicable to its performance under this Agreement.
9.2. Disclaimers.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1 (MUTUAL WARRANTIES), THE SERVICES, ANY SUPPORT, OR TECHNICAL SERVICES, AND ALL OTHER WISDOM SERVICES ARE PROVIDED “AS IS”. WISDOM, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. WISDOM DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. WISDOM IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE WISDOM’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. Without limiting the foregoing, and notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that: (a) the Output is not professional advice; (b) the Services may produce, and the Output may include, inaccurate or erroneous information; (c) Customer is responsible for independently evaluating the Output and any other information Customer receives from the Services; (d) Output is generated using artificial intelligence, and may be similar or identical to outputs independently provided to other users of the Services; and (e) due to the changing nature of AI Platforms and Third-Party Platforms, Wisdom does not guarantee the Services will support or be compatible with specific AI Platforms and Third-Party Platforms.
10. Term and Termination.
10.1. Term.
The term of this Agreement begins on the effective date set forth in the first Order between the Parties referencing this Agreement (the “Effective Date”) and continues until no Order has been in effect for a period of at least ninety (90) days, unless terminated earlier in accordance with the terms of this Agreement (the “Term”). The term of each Order will continue for the initial term specified in the applicable Order (the “Order Initial Term”) and will automatically renew for additional successive renewal terms having the length set forth on the Order (each renewal term, an “Order Renewal Term”), unless either Party gives the other Party notice of non-renewal at least 30 days before the start of the next Order Renewal Term. If no Order Renewal Term is specified in the Order, then the Order will expire at the conclusion of the Order Initial Term.
10.2. Termination.
Either Party may terminate this Agreement (including the Order) immediately upon written notice if the other Party: (a) fails to cure a material breach of this Agreement (including, where Customer is the breaching Party, a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that Party and not dismissed within 60 days.
10.3. Effect of Termination.
Upon expiration or termination of this Agreement, Customer’s rights to access, and Wisdom’s obligations to provide, the Services will cease. Following the date of expiration or earlier termination of this Agreement, Wisdom will promptly return or delete Customer Data and other Customer Confidential Information (defined below), provided that Wisdom may retain copies of Customer Data and other Confidential Information (a) as permitted under this Agreement, (b) as necessary to comply with applicable law, and (c) to the extent contained in standard backups, subject to this Agreement’s confidentiality provisions.
10.4. Survival.
These Sections survive expiration or termination of this Agreement: 2.4 (Restrictions), 4 (Data and Artificial Intelligence), 5 (Customer Obligations), 8 (Fees and Taxes), 9.2 (Disclaimers), 10.3 (Effect of Termination), 10.4 (Survival), 11 (Feedback), 12 (Limitations of Liability), 13 (Indemnification), 14 (Confidentiality), 15 (Required Disclosures), 16 (Trials and Betas), 17 (Publicity), and 18 (General Terms) and any other sections that, by their express terms, should survive such expiration or termination. 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.
11. Feedback.
To the extent Customer provides Wisdom with feedback (including suggestions and comments for enhancements or functionality) regarding the Services (including Output and underlying datasets used to prepare the same), or Wisdom’s other services, or technology (“Feedback”), Wisdom has (a) sole discretion to determine whether and how to proceed with Feedback and (b) the full and unrestricted right to use and exploit the Feedback or incorporate Feedback into any of its products, services, technology, or other materials.
12. Limitations of Liability.
12.1. Consequential Damages Waiver.
EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS (AS DEFINED BELOW) NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.
12.2. Liability Cap.
EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSORS’) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO WISDOM 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.
12.3. Excluded Claims.
“Excluded Claims” means: (a) either Party’s breach of Section 14 (Confidentiality) and (b) either Party’s indemnification obligations under Section 13 (Indemnification).
12.4. Nature of Claims and Failure of Essential Purpose.
The waivers and limitations in this Section 12 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.
13. Indemnification.
13.1. Indemnification by Wisdom.
Wisdom will defend, indemnify, and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees), or agreed in a settlement by Wisdom, resulting from any third-party claim to the extent alleging that the Services, when used by Customer in accordance with this Agreement, infringes or misappropriates a third party’s patent, copyright, trademark, or trade secret.
13.2. Indemnification by Customer.
Customer will indemnify and hold harmless and, at Wisdom’s request will defend, Wisdom from and against any third-party claim, including any damages and costs awarded against Wisdom (including reasonable attorneys’ fees) or agreed in a settlement resulting from the claim, to the extent (a) alleging facts that, if true, would result in Customer’s breach of Section 5 (Customer Obligations), or (b) relating to Customer’s use of Output.
13.3. Procedures.
The indemnifying Party’s obligations in this Section 13 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party’s expense for reasonable out-of-pocket costs. The indemnifying Party may not settle any claim without the indemnified Party’s prior consent if settlement would require the indemnified Party to take or refrain from taking any action (other than relating to use of the Services, when Wisdom is the indemnifying party).
13.4. Mitigation.
In response to an actual or potential claim relating to infringement, misappropriation, or violation of intellectual property rights, if required by settlement or injunction or as Wisdom determines necessary to avoid material liability, Wisdom may at its option: (a) procure rights for Customer’s continued use of the applicable Services; (b) replace or modify the allegedly infringing portion of the applicable Services to avoid infringement or misappropriation without reducing such Services overall functionality; or (c) terminate this Agreement and refund to Customer any pre-paid, unused Fees for the terminated portion of the Term.
13.5. Exceptions.
Wisdom’s obligations in this Section 13 do not apply: (a) to infringement or misappropriation resulting from Customer’s modification of Services or use of Services in combination with items not provided by Wisdom (including AI Platforms, Third-Party Platforms or Customer Data); (b) to unauthorized use of the Services; (c) if Customer settles or makes any admissions about a claim without Wisdom’s prior consent; or (d) to Trials and Betas or other free or evaluation use.
13.6. Exclusive Remedy.
THIS SECTION 13 SETS OUT CUSTOMER’S EXCLUSIVE REMEDY AND WISDOM’S ENTIRE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
14. Confidentiality.
14.1. Definition.
“Confidential Information” means information disclosed to the receiving Party (“Recipient”) under this Agreement that is designated by the disclosing Party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature or the circumstances of its disclosure. Wisdom’s Confidential Information includes the terms and conditions of this Agreement and the Services (including any technical or performance information about the Services). Customer’s Confidential Information includes Customer Data.
14.2. Obligations.
As Recipient, each Party will: (a) hold Confidential Information in confidence and implement reasonable measures to prevent its disclosure to third parties except as permitted in this Agreement, including Section 4 (Data and Artificial Intelligence); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information. 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 14 and they are bound by written agreements (or, in the case of professional advisers like attorneys and accountants, ethical duties) imposing confidentiality and non-use obligations no less protective than this Section 14.
14.3. 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 or its representatives; (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 referencing Confidential Information.
14.4. Remedies.
Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each Party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 14, without necessity of posting a bond or proving actual damages.
15. Required Disclosures.
Nothing in this Agreement prohibits either Party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other Party in advance and cooperates in any effort to obtain confidential treatment.
16. Trials and Betas.
If Customer receives access to Services or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Wisdom (or if not designated, 30 days). Trials and Betas are optional and either Party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Wisdom may never release, and their features and performance information are Wisdom’s Confidential Information. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, WISDOM PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND ITS LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US$100.
17. Publicity.
Wisdom may include Customer and its trademarks in Wisdom’s customer lists and promotional materials but will cease further use at Customer’s written request.
18. General Terms.
18.1. Assignment.
Neither Party may assign this Agreement without the prior consent of the other Party, except that either Party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its voting securities or assets to which this Agreement relates 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.
18.2. Governing Law, Jurisdiction and Venue.
This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Santa Clara County, California and both Parties submit to the personal jurisdiction of those courts.
18.3. Notices.
Except as set out in this Agreement, any notice or consent under this Agreement must be in writing to: Legal Department, Wisdom AI, Inc., 1875 S. Grant St., Suite 600, San Mateo, CA 94402 with email to legal@wisdom.ai if to Wisdom or to the address or email address specified on the applicable Order if to Customer, 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); (c) one day after dispatch if by a commercial overnight delivery service; or (d) upon the earlier of the receipt of a confirmation email or one day after sending if by email. Either Party may update its address with notice to the other Party pursuant to this Section. Wisdom may also send operational notices to Customer by email or through the Services.
18.4. Entire Agreement.
This Agreement, including the Order, and other exhibits referenced herein, 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.
18.5. Amendments.
Except as otherwise expressly set forth in this Agreement, 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 Wisdom. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Wisdom; any of these Customer documents are for administrative purposes only and have no legal effect. Notwithstanding the foregoing, Wisdom may from time to time notify Customer of updates to this Agreement (including by displaying a notification through the Services). Such updated version of this Agreement will become effective on a going forward basis at the start of the first Order Renewal Term occurring at least 60 days after the date on which Wisdom provided such notice to Customer.
18.6. 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, such invalidity will not affect the remainder of this Agreement, and the invalid, illegal, or unenforceable provision will be replaced by a valid provision that has as near as possible an effect to that of the invalid, illegal, or unenforceable provision as is reasonably practicable without such replacement provision risking similar invalidity, illegality, or unenforceability.
18.7. 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, change in Law, refusal of government license, or natural disaster.
18.8. Subcontractors.
Wisdom may use subcontractors and permit them to exercise Wisdom’s rights, but Wisdom remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
18.9. Independent Contractors.
The Parties are independent contractors, not agents, partners, or joint venturers.
18.10. 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.
18.11. Government End-Users.
Elements of the Services may include 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 was developed fully at private expense. All other use is prohibited.
18.12. Conflicts in Interpretation.
Inconsistencies or conflicts among the terms of this Agreement will be resolved in the following descending order of precedence: (a) this Agreement; (b) any applicable exhibits; and (c) the Order.