Effective Date: June 21, 2026
Last Updated Date: June 21, 2026
IMPORTANT - PLEASE READ THE TERMS OF THIS EXAMEN LICENSE ANDSERVICES AGREEMENT (THE “AGREEMENT”) CAREFULLY. THIS AGREEMENT IS ABINDING, CONTRACTUAL AGREEMENT BETWEEN YOU AND EXAMEN, INC. (“EXAMEN”) ANDAPPLIES TO YOUR USE OF EXAMEN’S SOFTWARE AND SERVICES (INCLUDING ANY API-BASEDOR CLOUD-HOSTED COMPONENTS) (COLLECTIVELY, THE “SOFTWARE”). THEINDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS THAT THEYHAVE AUTHORITY TO REPRESENT THE ENTITY AND CREATE A LEGALLY BINDING CONTRACT. IF YOU DO NOT AGREE TO THIS AGREEMENT OR HAVE SUCH AUTHORITY, YOU MAY NOTUSE THE SOFTWARE OR SERVICES.
THIS AGREEMENT, AND YOUR USE OF THE EXAMEN SOFTWARE ANDSERVICES, ARE ALSO SUBJECT TO THE EXAMEN TERMS AND CONDITIONS AND PRIVACYPOLICY (AS MAY BE UPDATED FROM TIME TO TIME UPON WRITTEN NOTICE TO CUSTOMER)AVAILABLE, IN EACH CASE, ON THE EXAMEN WEBSITE. BY ACCEPTING THE TERMS OF THISAGREEMENT, YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU ACCEPT AND AGREE TO BE BOUNDBY THE EXAMEN TERMS AND CONDITIONS AND PRIVACY POLICY. IN THE EVENT OF ACONFLICT BETWEEN THIS AGREEMENT AND THE EXAMEN TERMS AND CONDITIONS, UNLESSOTHERWISE SPECIFIED HEREIN, THIS AGREEMENT SHALL CONTROL.
BY CLICKING THE BUTTON BELOW LABELED “YES, I AGREE,” BYINSTALLING OR USING THE SOFTWARE, YOU ARE INDICATING YOUR ACCEPTANCE ANDAGREEING TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY ACCEPTING THEAGREEMENT AS DESCRIBED ABOVE, YOU (1) ACKNOWLEDGE THAT YOU HAVE READ,UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; (2) REPRESENT THAT YOU AREOF LEGAL AGE TO FORM A BINDING CONTRACT; AND (3) REPRESENT THAT YOU HAVE THEAUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU ARE AGREEING ON BEHALF OF ANENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO AGREE ON THE ENTITY’S BEHALF.IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DONOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THIS AGREEMENT OR ACCESS, USE ORINSTALL THE SOFTWARE. YOUR USE OF THE SERVICES MAY CAUSE AUTOMATED OUTBOUND ORINBOUND TELEPHONE CALLS, TEXT MESSAGES OR EMAILS; BY ACCEPTING YOU ACKNOWLEDGETHAT SUCH COMMUNICATIONS ARE INITIATED, CONFIGURED, AND CONTROLLED BY YOU.
Subject to your compliance with this Agreement, Examengrants you a limited, non-exclusive, non-transferable, non-sublicensable,revocable license to access and use the Services (including APIs, dashboardsand downloadable tools) solely for your internal business purposes inaccordance with this Agreement and all Documentation.
PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY, ASTHEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES,AND OBLIGATIONS. THE AGREEMENT TOARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVEAGAINST EXAMEN TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLYBE PERMITTED TO PURSUE CLAIMS AGAINST EXAMEN ON AN INDIVIDUAL BASIS, NOT AS APLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING,(2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE,AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TOHAVE ANY CLAIMS YOU HAVE AGAINST EXAMEN RESOLVED BY A JURY OR IN A COURT OFLAW.
Examen’s goal is to provide helpful and accurate informationthrough the Software, but Examen makes no endorsement, representation or warrantyof any kind about any information displayed therein. Examen is not responsiblefor the accuracy, reliability, effectiveness, or correct use of information youreceive through the Software. If you rely on any such information, you do sosolely at your own risk.
1. Software.
1.1. License & Access. Subject to yourcompliance with this Agreement, Examen grants you a limited, non-exclusive,non-transferable, non-sublicensable, revocable license to access and use theServices (including APIs, dashboards and downloadable tools) solely for yourinternal business purposes in accordance with this Agreement and allDocumentation.
1.2. Open-Source Software. Certain softwarecode incorporated into or distributed with the Software may be licensed bythird parties under various “open-source” or “public-source” software licenses(such as the Apache License) (collectively, the “Open Source Software”).Notwithstanding anything to the contrary in this Agreement, the Open SourceSoftware is not licensed under Section 1.1 and instead is separately licensedpursuant to the terms and conditions of their respective open-source softwarelicenses. You agree to comply with the terms and conditions of such open-sourcesoftware license agreements.
1.3. Data. In addition to the data displayedthrough the Software, the Software may, from time to time, automatically reportback information to Examen’s servers related to usage of the Software, withoutnotice to you (“Usage Data”). Usage Data may be used by Examen in compliancewith all applicable laws and for helpingdiagnose and resolve technical and performance issues in relation to theSoftware and in furtherance of provision of and improvement to the Services. Byusing the Software, you hereby consent to such collection, transmission, anduse of data and agree to obtain all necessary consents from any authorized userfor such contemplated usage. Examen may process and store call audio, SMS,email content, transcripts, documents, and other Customer Data toprovide/improve the Services.
1.4. Ownership. You agree that Examen and itssuppliers own all right, title, and interest in the Software. You will notremove, alter, or obscure any copyright, trademark, service mark or otherproprietary rights notices incorporated in or accompanying the Software. Otherthan the limited license set forth in Section 1.1 above, no right is granted toyou herein. Third-party components included in the Software are subject to theapplicable third-party terms and conditions.
1.5. Feedback. You agree that submission of anyideas, suggestions, documents, and/or proposals to Examen through its coaching,feedback, evals, or similar pages (“Feedback”) is at your own risk and thatExamen has no obligations (including without limitation obligations ofconfidentiality) with respect to such Feedback. You represent and warrant thatyou have all rights necessary to submit the Feedback. You hereby grant toExamen a fully paid, royalty-free, perpetual, irrevocable, worldwide,non-exclusive, and fully sublicensable right and license to use, reproduce,perform, display, distribute, adapt, modify, re-format, create derivative worksof, and otherwise commercially or non-commercially exploit in any manner, anyand all Feedback, and to sublicense the foregoing rights, in connection withthe operation and maintenance of the Software; provided, however, that Examenshall not identify Customer as the source of any Feedback without Customer’sprior written consent.
1.6. CustomerData. As between the parties, Customer retains all right, title, andinterest in and to (a) Input submitted to or through the Software and (b) anyother data or materials provided by or on behalf of Customer in connection withthe Services (collectively, “Customer Data”). Customer grants Examen a non-exclusive, royalty-free, fully paidlicense to access, host, copy, transmit, display, and process CustomerData as necessary to provide, operate,and support the Services in accordance with this Agreement. Examen claims noownership of Customer Data and acquires no rights in Customer Data other than asexpressly set forth herein.
1.7. No Training.Examen will not use Customer Data to train, fine-tune, or otherwise improve anyExamen artificial intelligence model, except as Customer expressly authorizesin writing. Examen may use commercially available artificial intelligenceservice providers to provide the Services. Examen understands that thoseproviders represent that they do not use Customer Data submitted through theirservices to train their models; however, Examen does not control thoseproviders and does not independently verify or warrant the accuracy of thoserepresentations.
1.8. Retentionand Deletion. During the Term, Examen will retain Customer Data for as longas necessary to provide the Services. Following expiration or termination ofthis Agreement, Examen will retain Customer Data for the thirty (30) dayretrieval period set forth in Section 9.2, after which Examen will usecommercially reasonable efforts to delete Customer Data from active productionsystems within ninety (90) days, subject to (a) retention required byapplicable law and (b) routine backups, which will be deleted in the ordinary courseof backup rotation. At any time during or after the Term, Customer may requestdeletion of specific Customer Data by written notice to support@examen.ai, andExamen will use commercially reasonable efforts to delete the requested datawithin ninety (90) days of receipt, subject to the same exceptions.
2. Use of the Software.
2.1. CertainRestrictions. As a condition of use, you agree not to use the Software forany purpose that is prohibited by the Agreement or by applicable law. You shallnot (and shall not permit any third party): (a) license, sell, rent, lease,transfer, assign, reproduce, distribute, host or otherwise commercially exploitthe Software, (b) copy the Software onto any public or distributed network,except for an internal and secure cloud computing environment; (c) modify,translate, adapt, merge, make derivative works of, disassemble, decompile,reverse compile or reverse engineer any part of the Software except to theextent the foregoing restrictions are expressly prohibited by applicable law;(d) interfere with or attempt to interfere with the proper functioning of theSoftware; (e) attempt to engage in or engage in, any potentially harmful actsthat are directed against the Software or Examen, including but not limited toviolating or attempting to violate any security features of the Software; (f)access the Software in order to build a similar or competitive website,software or service; (g) use any Software in violation of any applicable lawsand regulations (including but not limited to any export laws, restrictions,national security controls and regulations) or outside of the license scope setforth herein; (h) attempt to prompt inject or jailbreak the Software or any ofExamen’s products, for any purpose; or (i) use data collected or produced byExamen to train or use as inputs in any models for any purpose. Any future release,update or other addition to the Software shall be subject to this Agreement.Examen, its suppliers and service providers reserve all rights not granted inthis Agreement. Any unauthorized use of the Software shall permit Examen toterminate the licenses granted pursuant to this Agreement.
2.2. Generative AI.
2.2.1. Generated Output. Certain features of theSoftware permit you to provide documents, records, reports, prompts, scripts,queries or other input (collectively, “Input”) to the Software in order toreceive output generated and returned by the Software based on such Input(“Output”). The Software is not intended to be used, and you agree not to usethe Software to generate any Output, for: (a) any illegal activity; (b) childsexual abuse material or any content that exploits or harms children; (c)generation of hateful, harassing, or violent content; (d) generation of virusesor malware; (e) any activity that has high risk of physical harm; (f) anyactivity that has high risk of economic harm; (g) fraudulent or deceptiveactivity; (h) adult content, adult industries or dating apps; (i) politicalcampaigning or lobbying; (j) activity that violates people’s privacy; (k)unauthorized practice of law or offering tailored legal advice without aqualified person’s review; (l) diagnosing a certain health condition, orproviding treatment instructions; providing diagnostic or treatment servicesfor serious medical conditions; (m) triaging or managing life-threateningissues that need immediate attention; or (n) high risk decision making. Inaddition, you will comply with any third party terms, guidelines, policies orthe like to which we link in connection with your generation of Output.
2.2.2. Similarity of Output. Due to the automatedcontent generation, Output may not be unique across users and the Software maygenerate the same or similar output for you, Examen or a third party. Otherusers may also provide similar Input and receive the same or similar Output.Responses that are requested by and generated for other users are not consideredyour Output. You hereby irrevocably release, acquit and forever discharge, andagree not to sue, Examen and its parents, subsidiaries, affiliates, officers,employees, agents, partners, and licensors (collectively, “Examen Parties”)with respect to any liability for direct or indirect copyright, trademark orother infringement, misappropriation or violation of any rights with respect tothe Output whether it be your own or that of a third party, or in such eventthat this release may be deemed not enforceable, then you agree that yourcomplete awardable damages in relation thereof shall be limited to liquidateddamages in the amount of the lesser of $500.00 or the applicable minimumstatutory damages, each of which shall be deemed to be aggregate damages forany and all related claims of infringement, taken together as one.
2.2.3. Accuracy. Use of the Software may in somesituations result in incorrect Output that does not accurately reflect realpeople, places or facts. You agree to evaluate and be responsible for theaccuracy of any Output as appropriate for your use case.
2.2.4. Limitations of AI-Generated Output. Youacknowledge and agree that, in addition to the limitations and restrictions setforth in this Agreement, there are numerous limitations that apply with respectto artificial intelligence (AI)-generated Output due to the fact that it isautomatically generated, including that (a) it may contain errors or misleadinginformation, (b) AI systems can lack the ability to think creatively and comeup with new ideas and can result in repetitive or formulaic content, (c) AIsystems can struggle with understanding the nuances of language, includingslang, idioms, and cultural references, which can result in Output that is outof context or does not make sense, (d) AI systems do not have emotions andcannot understand or convey emotions in the way humans can, which can result inOutput that lacks the empathy and emotion that humans are able to convey, (e)AI systems can perpetuate biases that are present in the data used to trainthem, which can result in Output that is discriminatory or offensive, (f) AIsystems can struggle with complex tasks that require reasoning, judgment anddecision-making, (g) AI systems require large amounts of data to train andgenerate content, and the data used to train AI systems may be of poor qualityor biased, which will negatively impact the accuracy and quality of thegenerated Output, and (h) AI-generated Output can lack the personal touch thatcomes with content created by humans, which can make it seem cold andimpersonal.
2.2.5. Disclaimers Regarding the use of Generative AI;Not Professional Advice. Under no circumstances will Examen be liable in anyway for any Output, including, but not limited to, for any errors or omissionsin any content, or for any loss or damage of any kind incurred as a result ofthe use of any Output. You agree that you must evaluate, and bear all risksassociated with, the use of any content, including any reliance on theaccuracy, completeness, or usefulness of such Output. Examen is not in thebusiness of providing legal or other professional services or advice. Consultthe services of a competent professional when you need this type of assistance.
2.3. Third Party Services. Examen, via theSoftware or otherwise, may provide, or third parties may provide, links orother access to other sites and resources on the Internet. Examen has nocontrol over such sites and resources and Examen is not responsible for anddoes not endorse such sites and resources. You further acknowledge and agreethat Examen will not be responsible or liable, directly or indirectly, for anydamage or loss caused or alleged to be caused by or in connection with use ofor reliance on any content, events, goods or services available on or throughany such site or resource. Any dealings you have with third parties found whileusing the Software are between you and the third party, and you agree thatExamen is not liable for any loss or claim that you may have against any suchthird party.
3. Registration.
3.1. Accounts. In order to download and/or usethe Software, you may be required to register an account with Examen. Youacknowledge and agree that you are bound by the terms and conditions of thisAgreement with respect to such account and your access to any other servicesmade available by Examen. You agree to provide and maintain true, accurate,current and complete information about yourself as prompted by the Examenaccount registration form. You are responsible for use of the Software by anyand all employees, contractors, or other users that it allows to access theSoftware. Registration data and certain other information about you aregoverned by our Privacy Policy. You are responsible for (and Examen disclaimsall liability arising from) any content or communications sent through youraccount, including those initiated automatically by the Services.
3.2. Necessary Equipment. You must provideall equipment and software necessary to connect to the Software, including butnot limited to, a computer that is suitable to use the Software. You are solelyresponsible for any fees, including Internet connection or mobile fees, thatyou incur when accessing or using the Software.
4. Services and Support.
4.1. In accordance with the terms of this Agreement, Examenwill provide you with the services contemplated herein and under any Order Form(collectively, the “Services”). In furtherance of the foregoing, Examenhereby grants Customer a limited, revocable, non-exclusive, non-transferable,non-sublicensable license to the Software during the Term.
4.2. In accordance with the terms of this Agreement, duringthe Term, Examen will provide you, at no additional charge, with ongoingreasonable technical support services to address any uptime, software, andother performance issues, questions, or concerns related to the Software andgeneral continuous development and enhancement of the Examen Software (the“Support Services”). You acknowledge that Examen will, in its good faithdiscretion, determine the scope of the Support Services.
4.3. During the Term,Examen will provide you with, at no additional charge, all improvements,modifications and updates (collectively, “Updates”), each of which are a partof the Software and are subject to the terms and conditions of this Agreement.You acknowledge that Examen may require you to obtain and use the most recentversion of the API to the extent the Software is being provided to you via anAPI call. Updates may adversely affect how the Software communicates with theServices.
4.4. Examen hereby agrees, and shall ensure that allemployees and personnel of Examen under its direct control and supervisionagree, to: (a) complete diligently the Services; (b) comply with thisAgreement, the applicable Order Form, standard operating procedures, applicablelaws, and industry standards with respect to the performance of the Services;(c) obtain all necessary authorizations, approvals and licenses for theperformance of the Services, including the transport, handling, research,processing, and disposal of Customer Materials, in compliance with ApplicableLaws; and (d) use commercially reasonable efforts to complete its obligationsunder each Order Form in the timeframe specified in the Order Form.
4.5. Fair Use; ExcessConsumption. The Fees set forth in the Order Form are based on expectedusage volumes, including reasonable consumption of computational resources, APIcalls, and AI model tokens (collectively, "Usage Resources"),consistent with Customer's described use case and the number of authorizedusers or seats specified in the Order Form. Examen monitors Usage Resources andmay establish reasonable usage thresholds corresponding to each subscriptiontier, Order Form, or authorized user count. If Customer's consumption of UsageResources materially exceeds (a) such thresholds, (b) levels reasonablyexpected given the number of authorized users under the Order Form, or (c)patterns consistent with ordinary business use (including, without limitation,automated scripts, looping or runaway processes, bulk extraction, sharedcredentials or access by individuals beyond the authorized user count, or usethat degrades Service performance for other customers), Examen may,immediately: (i) engage Customer in good faith to right-size the Order Form,increase the authorized user count, or agree on overage fees; (ii) throttle,rate-limit, or temporarily suspend specific features, skills, or accountscontributing to the excess consumption; and/or (iii) if Customer does not curethe excess consumption or agree to revised commercial terms within thirty (30)days of notice regarding such Usage Resources, suspend the affected Servicesuntil resolution or terminate Customer’s usage rights and any associatedlicenses thereof. Examen will use commercially reasonable efforts to minimizedisruption to Customer's ordinary business operations and will not invoke thisSection in bad faith. Suspension under this Section does not relieve Customerof its payment obligations for Services rendered prior to suspension, and theTerm shall not be tolled during any such suspension except by mutual writtenagreement.
4.6. Security.Examen will use commercially reasonable efforts to maintain administrative,technical, and physical safeguards designed to protect Customer Data againstunauthorized access, use, alteration, or disclosure. These efforts includeusing industry-standard methods to encrypt Customer Data in transit and atrest, limiting access to Customer Data to Examen personnel with a legitimateneed to access such data to provide the Services, and maintainingindustry-standard operational practices. The foregoing does not constitute awarranty, representation, or guarantee of security, and the disclaimers setforth in Section 7 apply.
4.7. Notificationof Security Incidents. If Examen confirms a security incident materiallyaffecting Customer Data, Examen will use commercially reasonable efforts tonotify Customer without undue delay, subject to any restrictions imposed byapplicable law or law enforcement. Examen's notification will include suchinformation about the incident as is reasonably available at the time ofnotification. The parties will cooperate in reasonable good faith with respectto any related investigation or remediation. The foregoing does not constitutea warranty or representation, and the disclaimers set forth in Section 7 apply.
5. Fees.
5.1. General. You will pay Examen theagreed upon fees described in the Order Form for the Services in accordancewith the terms therein and hereof (the “Fees”). If you believethat Examen has billed you incorrectly, you must contact Examen no later than sixty(60) days after the closing date on the first billing statement in which theerror or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Examen’s customer support department.
5.2. Late Fees. Examen may choose to billthrough an invoice, in which case, full payment for invoices not subject to abona fide dispute which are issued in any given month must be received byExamen thirty (30) days after the mailing date of the invoice. Examenwill provide notice to you if you have an unpaid balance after such thirty (30)day period as described in the preceding sentence, warning you that failure topay the balance shall be deemed a material breach of the Agreement (“PaymentNotice”), after which you shall have ten (10) days from the date such PaymentNotice is received to (a) satisfy the undisputed amounts set forth in theinvoice or (b) provide Examen with notice of its objection to the invoicedamounts. Unpaid and undisputed amounts may result in an added charge of 1.0%per month to such unpaid amounts and/or termination of Service following thecure period set forth herein.
6. Indemnification.
To the extent permitted under applicable law, you agree toindemnify and hold the Examen Parties harmless from any losses, costs,liabilities and expenses (including reasonable attorneys’ fees) relating to orarising out of: (a) Customer Data to the extent such claim arises from athird-party allegation that Customer Data infringes or misappropriates suchthird party’s intellectual property rights; (b) your material breach of thisAgreement; or (c) your violation of any applicable laws, rules or regulations.Examen reserves the right, at its own cost, to assume the exclusive defense andcontrol of any matter otherwise subject to indemnification by you, in whichevent you will fully cooperate with Examen in asserting any available defenses.You may not settle or compromise any claim against the Examen Parties withoutExamen’s written consent, which consent shall not be unreasonably withheld.
Examen agrees to indemnify and hold Customer harmless fromany losses, costs, liabilities and expenses (including reasonable attorneys’fees) relating to or arising out of any third-party claim alleging that theSoftware, as provided by Examen, infringes or misappropriates such thirdparty’s intellectual property rights; provided however that said indemnityobligations of Examen shall be subject to a tipping basket of ten-thousanddollars ($10,000.00) and a super-cap of $500,000 in total indemnified liabilityand/or costs and fees.
7. Disclaimer of Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENTPERMITTED BY APPLICABLE LAW, YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK, ANDTHE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALLFAULTS. THE EXAMEN PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS,AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOTLIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE EXAMEN PARTIES MAKE NOWARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SOFTWARE WILL MEET YOURREQUIREMENTS; (2) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE ORERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE WILLBE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.THE EXAMEN PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION,MIS-DELIVERY, OR FAILURE TO STORE ANY DATA THROUGH THE SOFTWARE. EXAMEN DOESNOT MONITOR LEGALITY OF YOUR COMMUNICATIONS AND IS NOT LIABLE FORFINES ORPENALTIES INCURRED BY YOU.
EXAMEN IS NOT A LICENSED CONTRACTOR, REAL ESTATEPROFESSIONAL, NOR LEGAL REPRESENTATIVE AND HAS NO AUTHORITY TO, AND CANNOT ANDSHALL NOT ATTEMPT TO, DIRECTLY OR INDIRECTLY, CONTROL, DIRECT OR INTERFERE WITHTHE PROFESSIONAL SERVICES CONDUCTED BY YOU FOR AND ON BEHALF OF YOUR TENANTS,LICENSEES, CONTRACTORS, VENDORS, SUPPLIERS, PERSONNEL OR OTHER PERSONS. THEEXAMEN SERVICES AND SOFTWARE ARE NOT INTENDED TO, AND DO NOT ACT AS ASUBSTITUTE FOR LICENSED, COMPETENT, PROPERLY TRAINED AND KNOWLEDGEABLE REAL ESTATEPROFESSIONALS, AND ARE NOT TO BE USED IN LIEU OF CONSULTING WITH LICENSED,KNOWLEDGEABLE, AND COMPETENT REAL ESTATE PROFESSIONALS. YOUR RELIANCE ON ANYINFORMATION PROVIDED BY EXAMEN IS SOLELY AT YOUR OWN RISK.
IN CONNECTION WITH THE SERVICES, EXAMEN MAY PROVIDE PERIODICRECOMMENDATIONS TO YOU FOR (I) PROPOSED PROFESSIONAL SERVICES AND/OR (II)CONTRACTORS TO PERFORM PROFESSIONAL SERVICES. ANY SUCH RECOMMENDATIONS AREPROVIDED IN GOOD FAITH BY EXAMEN BASED ON THE THEN-AVAILABLE INFORMATIONAVAILABLE TO EXAMEN. IN MAKING DECISIONS ON WHETHER OR NOT TO CONTRACT FORPROFESSIONAL SERVICES WITH CONTRACTORS, YOU MUST RELY ON YOUR OWN EXAMINATIONOF THE RECOMMENDED WORK TO BE PERFORMED AND INDEPENDENT INVESTIGATION OF ANYKNOWN OR LATENT ISSUES THAT MAY IMPACT THE SIZE, SCOPE, COST, OR NEED TOCONDUCT THE RECOMMENDED PROFESSIONAL SERVICES ON CUSTOMER’S PROPERTY ORPROPERTIES. EXAMEN CANNOT, AND WILL NOT, INDEPENDENTLY VERIFY THE PROFESSIONALSERVICES TO BE PERFORMED, THE COST OF ANY SAID PROFESSIONAL SERVICES, AND THEVERACITY OF ANY CONTRACTORS HOLDING THEMSELVES OUT AS HAVING THE SKILL, CARE,AND COMPETENCY TO PERFORM THE PROFESSIONAL SERVICES. AS SUCH, YOU EXPRESSLYACKNOWLEDGE AND AGREE THAT EXAMEN WILL HAVE NO LIABILITY FOR ANY INACCURACY ORINADEQUACY OF THE RECOMMENDATIONS PROVIDED TO CUSTOMER AND THE INFORMATIONPROVIDED BY, TO, OR FROM EXAMEN.
8. Limitation of Liability.
8.1. DISCLAIMER OF CERTAIN DAMAGES. YOUUNDERSTAND AND AGREE THAT IN NO EVENT SHALL EXAMEN PARTIES BE LIABLE FOR ANYINDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUTOF OR IN CONNECTION WITH THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANYDAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT EXAMEN HASBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FORPERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTIONWITH THIS AGREEMENT, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE ORINABILITY TO USE THE SOFTWARE; (2) DATA YOU SUBMIT THROUGH THE SOFTWARE; (3)UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (4) ANYOTHER MATTER RELATED TO THE SOFTWARE.
8.2. CAP ON LIABILITY. UNDER NO CIRCUMSTANCESWILL THE EXAMEN PARTIES BE LIABLE TO YOU IN THE AGGREGATE FOR MORE THAN THEAMOUNT YOU HAVE PAID EXAMEN IN THE TWELVE (12) MONTHS PRECEDING THE CLAIMGIVING RISE TO LIABILITY. THE FOREGOING LIMITATION SHALL NOT APPLY TO EXAMEN’S INDEMNIFICATIONOBLIGATIONS UNDER SECTION 6.
8.3. BASIS OF THE BARGAIN. THE LIMITATIONS OFDAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAINBETWEEN EXAMEN AND YOU.
8.4. EXCLUSIONS.SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAINWARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL ORCONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAYNOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIEDWITH ANY PORTION OF THE SERVICE OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVEREMEDY IS TO DISCONTINUE USE OF THE SOFTWARE. IF YOU ARE A USER FROM ANY STATEWHERE CONSUMER/USER OBLIGATIONS OR PROTECTIONS UNDER INDEMNIFICATION, WARRANTYDISCLAIMERS OR LIMITATIONS OF LIABILITY WOULD HAVE ANY LIMITING OR INVALIDATINGEFFECT ON THE SECTIONS OF THIS AGREEMENT TITLED “INDEMNIFICATION”, “DISCLAIMEROF WARRANTIES,” AND “LIMITATION OF LIABILITY” THEN THOSE SECTIONS ARE INTENDEDTO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THAT STATE. IF ANYPORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF SUCH STATE,THEN THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THEREMAINING PORTIONS OF THE APPLICABLE SECTIONS.
9. Term and Termination.
9.1. Term.Subject to earlier termination as provided in this Section 9, this Agreement isfor the Initial Service Term as specified in the Order Form and shall beautomatically renewed for additional periods of the same duration as theInitial Service Term (collectively, the “Term”), unless either party requeststermination at least thirty (30) days prior to the end of the then-currentterm.
9.2. Termination.Examen may terminate this Agreement and the Services for convenience uponthirty (30) days’ notice, except that in the event of a prepaid period of theServices then such termination shall be on sixty (60) days’ notice with anyapplicable remaining prepaid thereafter being subject to refund. In addition toany other remedies it may have, either party may also terminate this Agreementimmediately if the other party materially breaches any of the terms orconditions of this Agreement and fails to cure such alleged breach within thenotice period or where no such cure period is specified with regard to theconcerned breach, then upon thirty (30) days’ notice following demand andfailure to cure. You will pay in full for the Services up to and including thelast day on which the Services are provided. Upon any termination other thannonpayment, Examen will make Customer Data available to Customer for electronicretrieval for a period of thirty (30) days after the effective date oftermination. Thereafter, Examen will use commercially reasonable efforts todelete stored Customer Data in accordance with Section 1.8 (Retention andDeletion). You are responsible for offloading any Input you wish to transitionaway from the Services, prior to the date of expiration or termination of thisAgreement.
9.3. Effect of Termination. Except fortermination by Customer due to Examen’s uncured material breach, Examen willnot have any liability whatsoever to you for any suspension or termination ofthe Services. All provisions of this Agreement which by their nature shouldsurvive, shall survive termination of this Agreement, including withoutlimitation, ownership provisions, warranty disclaimers, and limitation ofliability.
10. DisputeResolution. In the event of any dispute, claim, question, ordisagreement arising from or relating to this Agreement or the breach thereof(collectively “Dispute”), the Parties shall use their best efforts to amicablyresolve the Dispute.
10.1. Mediation. Ifthe Parties do not resolve the Dispute pursuant to the foregoing paragraphwithin a period of 30 days, then, upon notice by either Party to the other, theParties agree to mediate the Dispute in good faith through utilization of amutually agreeable mediator via JAMS, ADR Services or AAA, in a locationmutually agreeable to the Parties. The Parties will work in good faith with themediator to attempt to complete the mediation within 90 days of such notice.Any Party refusing to participate in mediation shall be deemed to haveirrevocably waived by right to recover attorney fees arising from or related toany concerned Dispute.
10.2. Arbitration. Ifthe Parties do not resolve the Dispute through mediation, then, upon notice byeither Party to the other, the Dispute will be finally settled by arbitrationadministered by JAMS San Francisco with the provisions of its CommercialArbitration Rules (“Rules”) controlling for purposes of procedure. Thearbitration will be conducted on a confidential basis before a singlearbitrator mutually agreed to by the Parties. The arbitrator will beexperienced in contract and technology law. If the Parties cannot agree upon anarbitrator, one shall be selected in accordance with then prevailing JAMSprocedure. The arbitrator must issue a written decision or award which providesan explanation for all conclusions of law and fact. Unless otherwise ordered bythe arbitrator for purposes of a final evidentiary hearing, the arbitration maybe conducted by remote appearance for the convenience of the Parties. An awardof arbitration may be confirmed in a court of competent jurisdiction. Thearbitrator shall award any prevailing Party on a claim or defense some or allof its reasonable pre-award expenses of the arbitration, including thearbitrators’ fees, administrative fees, out-of-pocket expenses such as copyingand telephone, witness fees, and attorneys’ fees. The arbitrator may decide allmatters arising out of the dispute including the applicability of thearbitration provisions and issue orders resolving matters in discovery ordispositive motions as well as for injunctive or other equitable relief. EACHOF THE PARTIES HERETO UNDERSTANDS AND AGREES THAT BY ENTERING INTO THISAGREEMENT FOR ARBITRATION, THEY ARE IRREVOCABLY WAIVING ANY RIGHT TO A TRIAL BYJURY.
EXCEPT AS PROVIDED BY THE RULESAND THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE AND FINAL PROCESSAND REMEDIAL MECHANISM FOR ANY DISPUTE BETWEEN THE PARTIES. ACCORDINGLY, EXCEPTAS PROVIDED FOR BY THE RULES AND THIS AGREEMENT, NO PARTY WILL BE PERMITTED TOPURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION OTHER THANFOR ENFORCEMENT OF AN ARBITRATION AWARD/JUDGMENT OR TO COMPEL COMPLIANCE WITHSUBMISSION TO ARBITRATION. THIS MEANS THAT BY CONSENT TO THIS AGREEMENT, EACHOF THE PARTIES UNDERSTAND AND AGREE THAT THEY MAY NOT PURSUE ANY ACTION INCOURT UPON A REPRESENTATIVE OR CLASS BASIS, NOR MAY THE ARBITRATOR PRESIDE OVERANY CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR WILL NOT HAVE THEAUTHORITY TO DISREGARD OR REFUSE TO ENFORCE ANY LAWFUL POLICY, AND THEARBITRATOR SHALL NOT ORDER OR REQUIRE ANY PARTY TO ADOPT A POLICY NOT OTHERWISEREQUIRED BY LAW. NOTHING IN THIS AGREEMENT OR IN THIS PROVISION IS INTENDED TOWAIVE THE PROVISIONAL RELIEF REMEDIES AVAILABLE UNDER THE RULES.
IN ADDITION TO THE FOREGOING BASESOF RELIEF AND ORDERS WHICH THE ARBITRATOR SHALL BE EMPOWERED TO GRANT ANDISSUE, THE ARBITRATOR SHALL HAVE THE POWER TO ISSUE ANY AND ALL FORMS OFINJUNCTIVE RELIEF, INCLUDING AS THE SAME MAY RELATE TO PUBLIC INJUNCTIVE RELIEFAND PUBLIC INTEREST, TO ALL EXTENTS THAT THE SAME COULD BE AWARDED IN ANYINDIVIDUAL LAWSUIT.
10.3. Exception. The provisions of this, Section 10, shall not apply toany action which is brought and maintained within the jurisdiction of SmallClaims. Further, in the event that either Party may suffer irreparable harmabsent the issuance of immediate injunctive relief, said Party shall beentitled to initiate an action for that purpose only, such that a motionseeking said relief may first be heard and decided by a court of competentjurisdiction. Upon the deciding of any such motion, the other provisions ofthis, Section 10, shall then control, and a concerned court may order anyfurther proceedings under the matter stayed or transferred as appropriate.
11. General Provisions.
11.1. Electronic Communications. Thecommunications between you and Examen use electronic means. For contractualpurposes, you (1) consent to receive communications from Examen in anelectronic form; and (2) agree that all terms and conditions, agreements,notices, disclosures, and other communications that Examen provides to you electronicallysatisfy any legal requirement that such communications would satisfy if it wereto be in writing. The foregoing does not affect your statutory rights.
11.2. Assignment. This Agreement, and yourrights and obligations hereunder, may not be assigned, subcontracted,delegated, or otherwise transferred by you without Examen’s prior writtenconsent, and any attempted assignment, subcontract, delegation, or transfer inviolation of the foregoing will be null and void; provided, however, that onadvanced written notice to Examen, Customer may assign this Agreement withoutconsent to an Affiliate or to a successor in connection with a merger,acquisition, corporate reorganization, or sale of all or substantially all ofits assets. Examen may assign or transfer this Agreement, in whole or in part,without restriction; provided that Examen provides Customer with written noticeof any such assignment.
11.3. Force Majeure. Examen shall not be liablefor any delay or failure to perform resulting from causes outside itsreasonable control, including, but not limited to, acts of God, war, terrorism,riots, embargos, acts of civil or military authorities, fire, floods, accidents,strikes or shortages of transportation facilities, fuel, energy, labor ormaterials.
11.4. Governing Law. This Agreement will begoverned by the laws of the State of California without regard to its conflictof law provisions. You and Examen agree to submit to the personal and exclusivejurisdiction of the state and federal courts located within San FranciscoCounty, California.
11.5. Notice. Where Examen requires that youprovide an e-mail address, you are responsible for providing Examen with yourmost current e-mail address. In the event that the last e-mail address youprovided to Examen is not valid, or for any reason is not capable of deliveringto you any notices required or permitted by this Agreement, Examen’s dispatchof the e-mail containing such notice will nonetheless constitute effectivenotice. You may give notice to Examen at support@examen.ai.
11.6. Waiver. Any waiver or failure to enforceany provision of this Agreement on one occasion will not be deemed a waiver ofany other provision or of such provision on any other occasion.
11.7. Severability.If any provision of this Agreement is, for any reason, held to be invalid orunenforceable, the other provisions of this Agreement will remain enforceable,and the invalid or unenforceable provision will be deemed modified so that itis valid and enforceable to the maximum extent permitted by law.
11.9. Export Control.You may not use, export, import, or transfer the Software except as authorizedby U.S. law, the laws of the jurisdiction in which you obtained the Software,and any other applicable laws. In particular, but without limitation, theSoftware may not be exported or re-exported (a) into any United Statesembargoed countries; or (b) to anyone on the U.S. Treasury Department’s list ofSpecially Designated Nationals or the U.S. Department of Commerce’s DeniedPerson’s List or Entity List. By using the Software, you represent and warrantthat (i) you are not located in a country that is subject to a U.S. Governmentembargo, or that has been designated by the U.S. Government as a “terroristsupporting” country and (ii) you are not listed on any U.S. Government list ofprohibited or restricted parties. You also will not use the Software for anypurpose prohibited by U.S. law, including the development, design, manufactureor production of missiles, nuclear, chemical or biological weapons. Youacknowledge and agree that products, services, or technology provided by Examenare subject to the export control laws and regulations of the United States.You shall comply with these laws and regulations and shall not, without priorU.S. government authorization, export, re-export, or transfer Examen products,services or technology, either directly or indirectly, to any country inviolation of such laws and regulations.
11.11. U.S.Government Rights. As defined in 48 C.F.R. § 2.101, DFARS §252.227-7014(a)(1) and DFARS § 252.227-7014(a)(5) or otherwise, Software andall related documentation provided in connection with this Agreement are“commercial items,” “commercial computer software”, and/or “commercial computersoftware documentation.” Consistent with DFARS § 227.7202 and FAR section12.212, any use, modification, reproduction, release, performance, display,disclosure or distribution thereof by or for the Government shall be governedsolely by the terms of this Agreement and shall be prohibited except to theextent expressly permitted by the terms of this Agreement.
11.12. Entire Agreement. This Agreement isthe final, complete and exclusive agreement of the parties with respect to thesubject matter hereof and supersedes and merges all prior discussions betweenthe parties with respect to such subject matter. You also may be subject to additionalterms and conditions that may apply when you use affiliate or third partyservices, third party content or third party software.
11.13. Privacy. At Examen, we respect theprivacy of our users. For details please see our Privacy Policy. By using theSoftware, you consent to our collection and use of personal data as outlinedtherein.
11.14. Modifications for Regulatory Change. Examenmay modify the Services or this Agreement on thirty (30) days’ prior writtennotice as reasonably necessary to comply with changes in law or carrierpolicies relating to telecommunications, AI or data privacy. If any suchmodification materially and adversely affects Customer’s use of the Services,Customer may terminate this Agreement upon written notice to Examen withinthirty (30) days of receiving notice of such modification, and Examen willrefund any prepaid Fees for Services not yet rendered.
11.15. Publicity. Examen may identify you as anExamen customer, including by using your name and logo, in its marketingmaterials and on its website.
12. Confidentiality.
12.1. Definition.“Confidential Information” means non-public information disclosed by one party(the “Disclosing Party”) to the other (the “Receiving Party”), whether orally,in writing, or by inspection, that is designated as confidential or thatreasonably should be understood to be confidential given the nature of theinformation and the circumstances of disclosure. Customer Data is Customer'sConfidential Information. Examen's prompts, workflows, skills, templates,system instructions, pricing, and non-public technical and business informationare Examen's Confidential Information.
12.2. Obligations.The Receiving Party will (a) use the same degree of care to protectConfidential Information as it uses to protect its own confidential informationof like kind, but in no event less than reasonable care; (b) not useConfidential Information for any purpose outside the scope of this Agreement;and (c) not disclose Confidential Information to any third party except to itsemployees, contractors, agents, and professional advisors who have a need toknow for purposes of this Agreement and who are bound by confidentialityobligations no less protective than those in this Section.
12.3. Exceptions.Confidential Information does not include information that (a) is or becomespublicly available without breach of this Agreement, (b) was known to theReceiving Party prior to disclosure without obligation of confidentiality, (c)is received from a third party without breach of any obligation ofconfidentiality, or (d) is independently developed by the Receiving Partywithout use of or reference to the Disclosing Party's Confidential Information.The Receiving Party may disclose Confidential Information to the extentrequired by law or valid legal process, provided that, where legally permitted,it gives the Disclosing Party reasonable prior notice and cooperates in anyeffort to seek a protective order.
12.4. Survival.The obligations in this Section 12 survive termination of this Agreement andcontinue for five (5) years thereafter, except with respect to trade secrets,which will be protected for so long as they remain trade secrets underapplicable law.
EXAMEN, INC.
AGENT OWNERSHIP ADDENDUM
(Agent Package Assignment and Platform License)
This Agent Ownership Addendum (this “Addendum”) supplements the Examen License and Services Agreement between Examen, Inc. (“Examen”) and the customer identified in theapplicable Order Form (“Customer”). This Addendum applies only if the applicable Order Form expressly selects the Agent Ownership Package; otherwise, this Addendum is not part of the Agreement and has no effect. Capitalized terms used but not defined in this Addendum have the meanings given in the Agreement or the applicable Order Form. In the event of any conflict between this Addendum and the Agreement, this Addendum controls with respect to theownership and license matters addressed herein, including over Sections 1.4 (Ownership) and 1.5 (Feedback) of the Agreement. In the event of any conflict between this Addendum and the applicable Order Form, the Order Form will control.
1. Definitions.
1.1. “Agent”means each configured artificial-intelligence agent, skill, or automatedworkflow that Examen develops and deploys specifically for Customer pursuant toan Order Form, as identified in that Order Form.
1.2. “Agent Package” means, with respect to each Agent: (a) the prompts, systemprompts, instructions, and agent definitions authored by Examen specificallyfor Customer; (b) Customer-specific configurations and settings; (c) Customer’s templates, style guides, and house rules, including as encoded into the Agent;(d) Deliverable-Specific Code; and (e) Derived Artifacts. The Agent Packagedoes not include the Platform, Shared Components, or General Learnings.
1.3.“Deliverable-Specific Code” means software code authored by Examen solelyfor Customer’s Agents and not designed or intended for reuse across Examencustomers or engagements. Deliverable-Specific Code does not include Shared Components, including where Deliverable-Specific Code invokes or depends uponShared Components.
1.4.“Derived Artifacts” means configurations, parameters, evaluation criteria,and similar artifacts generated specifically for Customer’s Agents fromCustomer Data or from Customer feedback in the course of the Services, in eachcase in the form embodied in Customer’s Agents.
1.5.“Platform” means Examen’s proprietary software, systems, andinfrastructure, including its agent orchestration and execution framework,model routing and selection systems, sandboxed runtimes, user interfaces,data-processing and document-extraction pipelines, integrations and connectors,application programming interfaces, monitoring, security, and billing systems,and all related documentation, together with all modifications, improvements,and derivative works of any of the foregoing, in each case whether or not usedin connection with Customer’s Agents.
1.6. “SharedComponents” means software, tools, libraries, runtime helpers, promptpatterns, schemas, templates, and other components that are designed for, or infact put to, use across multiple Examen customers or engagements, includinggeneral-purpose components invoked by or delivered with an Agent.
1.7.“General Learnings” means know-how, skill, experience, techniques, methods,processes, ideas, concepts, and generalized improvements (includingimprovements to the Platform and Shared Components) that Examen or itspersonnel learn, develop, or refine in the course of performing services forCustomer or others, in each case excluding Customer Data, Customer’sConfidential Information, and the Agent Package itself.
2. Ownership of theAgent Package.
2.1.Assignment. Effective upon Examen’s receipt of full payment of the buildfees applicable to an Agent, as set forth in the applicable Order Form, Examenhereby assigns and transfers to Customer all of Examen’s right, title, andinterest in and to the Agent Package for that Agent.
2.2. Further Assurances. At Customer’s reasonable request and sole expense, Examen willexecute such documents and take such actions as are reasonably necessary toevidence or perfect Customer’s ownership of the Agent Package.
2.3.Customer Data; Output. As between the parties, and consistent with Section1.6 of the Agreement, Customer retains all right, title, and interest in and toCustomer Data, and Customer owns all Output generated by Customer’s Agents forCustomer, subject to the terms of the Agreement (including Section 2.2thereof).
2.4. NoImplied Rights. Ownership of the Agent Package does not convey to Customerany ownership of, or any license to, the Platform, the Shared Components, orthe General Learnings, except as expressly set forth in Sections 4 and 5.2 ofthis Addendum.
3. Examen RetainedRights.
3.1.Platform; Shared Components; General Learnings. Examen and its licensorsretain all right, title, and interest in and to the Platform, the SharedComponents, and the General Learnings, including all intellectual propertyrights therein. Nothing in this Addendum or any Order Form assigns any of theforegoing to Customer.
3.2. Use ofGeneral Learnings; No Exclusivity. Customer acknowledges that Examenprovides similar services to other customers. Subject to Examen’sconfidentiality obligations under the Agreement and to Section 1.7 (NoTraining) of the Agreement, Examen may use General Learnings for any purpose,including to develop, improve, and operate the Platform and agents for othercustomers, and nothing in this Addendum restricts Examen from independentlydeveloping or providing agents, deliverables, or services for any third partythat are similar in function or subject matter to Customer’s Agents; providedthat Examen will not use for, disclose to, or provide to any third partyCustomer’s Agent Package, Customer Data, or Customer’s ConfidentialInformation.
4. PlatformSubscription License (Examen to Customer).
4.1. HostedOperation. During the Term, and conditioned on an active subscription underan Order Form and Customer’s payment of all applicable Fees, Customer’s Agentswill be hosted and operated on the Platform, and Examen grants Customer alimited, non-exclusive, non-sublicensable license to access and use thePlatform solely to run and use Customer’s Agents in accordance with theAgreement and the applicable Order Form.
4.2. HostedBasis Only. The Platform is made available solely on a hosted basis. ThisAddendum does not grant Customer any right to receive a copy of, self-host,operate, or access the source code of the Platform or any Shared Component.
4.3.Successors. Customer may assign its rights in the Agent Package, and, uponwritten notice to Examen, its subscription and the license under Section 4.1,to a successor in interest in connection with a merger, acquisition, or sale ofall or substantially all of Customer’s business or assets to which thisAddendum relates, provided the successor assumes in writing all of Customer’sobligations under the Agreement, the applicable Order Forms, and this Addendum,including payment obligations. Section 11.2 of the Agreement otherwise applies.
5. Cross-Licenses.
5.1. HostingLicense (Customer to Examen). Customer grants Examen a non-exclusive,royalty-free, fully paid license during the Term to host, run, reproduce,display, modify, and create derivative works of the Agent Package solely toprovide, operate, maintain, support, and improve the Services for Customer,including to incorporate Customer feedback into Customer’s Agents.Modifications to, and derivative works of, the Agent Package created by Examenin the course of providing the Services form part of the Agent Package and areowned by Customer in accordance with Section 2.1.
5.2.Embedded Components License (Examen to Customer). To the extent any SharedComponents or other Examen background technology are embedded in the artifactsdelivered to Customer as part of an Agent Package, Examen grants Customer anon-exclusive, perpetual, royalty-free license to use such embedded items solelyas part of, and in connection with the use of, that Agent Package. This licenseis not transferable except together with the Agent Package pursuant to Section4.3.
6. Delivery UponTermination.
6.1.Delivery. Upon termination or expiration of the Agreement or the applicableOrder Form, and provided Customer has paid all Fees then due, Examen will, uponCustomer’s written request made within thirty (30) days after the effectivedate of termination, deliver to Customer one copy of the then-current AgentPackage for each Agent as to which the assignment under Section 2.1 has takeneffect, in a commercially reasonable, human-readable format.
6.2. As-Is;No Portability Warranty. Customer acknowledges that the Agent Package isdesigned to operate on the Platform. Any delivery under Section 6.1 is provided“AS IS,” and Examen makes no representation or warranty that the Agent Packagewill operate, or achieve any level of performance or accuracy, outside thePlatform. Any transition or migration assistance beyond the delivery describedin Section 6.1 is subject to the parties’ mutual written agreement and Examen’sthen-current professional services rates.
6.3.Archival Copy. Examen may retain archival copies of the Agent Packagesolely as required for legal, regulatory, or compliance purposes, subject tothe confidentiality obligations of the Agreement.
7. Restrictions.
Customer will not, and will not permit any third party to: (a) reverse engineer, decompile,disassemble, or otherwise attempt to derive the source code, architecture, ornon-public interfaces of the Platform or any Shared Component, except to theextent such restriction is prohibited by applicable law; (b) resell,sublicense, white-label, or otherwise make the Platform available to or for thebenefit of any third party; or (c) use Examen’s Confidential Information todevelop a product or service that competes with the Platform. For the avoidanceof doubt, clause (c) does not restrict Customer’s use of its own Agent Package,Customer Data, or Output.
8. General.
This Addendum is incorporated into and forms part of the Agreement. Except as expresslymodified by this Addendum, the Agreement remains unmodified and in full forceand effect. This Addendum may be executed in counterparts, each of which isdeemed an original and all of which together constitute one instrument.