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Legal

Legal

1. End Customer License Agreement

2. Master SaaS Agreement

ANNEX 1: Service Legal Agreement ANNEX 2: Subprocessor List ANNEX 3: Data Processing Addendum Legal

1. End Customer License Agreement

This End Customer License Agreement (“Agreement”) is effective as of the date the Customer accepts it (“Effective Date”), and is entered into between Unboxed AI, Inc., a Delaware corporation with its principal office at 530 5th Avenue, New York, NY 10036 (“Unboxed AI”), and the Customer as identified in the applicable Statement of Work (“SOW”).

Each of Unboxed AI and the Customer may be referred to individually as a “Party” and collectively as the “Parties.”

If the Customer obtains Services through an authorized Partner, this Agreement will take precedence over any conflicting terms in that Partner arrangement regarding the relationship between the Customer and Unboxed AI. Any rights granted exclusively through a Partner must be enforced with the Partner, not Unboxed AI.

BY SIGNING A STATEMENT OF WORK, OR ACCESSING OR USING THE SERVICE, YOU ACCEPT THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE UNBOXED AI’S PRODUCTS OR SERVICES.

1. DEFINITIONS

1. “Affiliates” – Entities that directly or indirectly control, are controlled by, or are under common control with a Party (with “control” defined as ownership of 50% or more voting power).

2. “Authorized User” – Individuals designated by the Customer to use the Services.

3. “Customer” – The entity identified in the SOW.

4. “Customer Data” – Any content, files, or data uploaded or submitted by the Customer.

5. “Facility” – Customer-designated sites where the Services are accessed or used.

6. “Fees” – Charges as described in Section 5.1 and the applicable SOW.

7. “License Agreement” – This Agreement, including all exhibits and annexes.

8. “Partner” – An authorized Unboxed AI reseller, distributor, or service partner.

9. “Partner Contract” – An agreement under which a Partner is authorized to resell or provide Unboxed AI’s Services.

10. “Services” – The offerings and deliverables defined in Section 2 and the relevant SOW.

11. “Service Data” – Statistical, operational, or performance data derived from the Customer’s use of the Services.

12. “Service Software” – Unboxed AI’s proprietary AI-driven software, including any updates or enhancements, and any third-party components included in the Services.

13. “Subscription” – The Customer’s limited, non-transferable license to access and use the Services during the agreed term.

14. “Subscription Start Date” – The date Services are first made available as set out in the SOW.

15. “Subscription Term” – The period during which the Customer is authorized to use the Services, as stated in the SOW.

16. “Statement of Work (SOW)” – A jointly executed document detailing the scope of Services, pricing, payment terms, and the Subscription Term. The Customer acknowledges that Unboxed AI may enforce the terms of this Agreement directly, regardless of Partner involvement.

2. SERVICES

Unboxed AI will provide the Services as defined in the applicable SOW. This includes access to the Service Software and any associated features, governed by the terms of this Agreement.

3. TERM

This Agreement remains in effect from the Effective Date through the duration of all active Subscriptions unless terminated earlier in accordance with its terms.

4. LICENSE AND INTELLECTUAL PROPERTY

4.1 License Grant – Unboxed AI grants the Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to use the Services in accordance with this Agreement and any SOW.

4.2 Ownership – All intellectual property rights in the Services, Software, and Service Data remain the exclusive property of Unboxed AI and its licensors. Nothing in this Agreement transfers any ownership rights. Customer feedback may be used by Unboxed AI without attribution or compensation, and does not constitute confidential information.

5. FEES

5.1 Fees – Customer agrees to pay all fees specified in the SOW.

5.2 Payment Terms – All payments must follow the schedule and terms outlined in the SOW.

6. TERM & TERMINATION

6.1 Duration – This Agreement continues through the active Subscription Term(s) unless terminated earlier.

6.2 Termination for Convenience – Either Party may terminate the Agreement with 30 days’ prior written notice.

7. WARRANTIES

7.1 Disclaimer – Except as explicitly stated, Unboxed AI disclaims all warranties, including implied warranties of merchantability and fitness for a particular purpose.

7.2 Customer Authority – The Customer represents that it has the authority to enter into this Agreement.

8. LIMITATION OF LIABILITY

Neither Party shall be liable for indirect, incidental, or consequential damages, even if advised of their possibility, except as otherwise stated in the Agreement.

9. CONFIDENTIALITY

Each Party agrees to keep the other’s confidential information secure and not to disclose it without prior written consent, except as required by law.

10. GENERAL TERMS

Additional provisions, governing law, and dispute resolution terms are contained in the full Agreement and apply to all services provided.