CGS Subscription Agreement

LAETRO, INC. CONTENT GENERATION SUITE • SUBSCRIPTION AGREEMENT

Last Modified Feb 2024

THIS CONTENT GENERATION SUITE SUBSCRIPTION AGREEMENT (“AGREEMENT”) IS ENTERED INTO BY AND BETWEEN LAETRO, INC. (“LAETRO”) AND SUBSCRIBER, AND GOVERNS SUBSCRIBER’S USE OF AND ACCESS TO THE SERVICE. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING ACCEPTANCE, EXECUTING AN ORDER THAT REFERENCES THIS AGREEMENT, OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT (“ACCEPTANCE”), SUBSCRIBER AGREES TO THE TERMS OF THIS AGREEMENT. THE TERM “SUBSCRIBER” WILL REFER TO THE INDIVIDUAL ACCEPTING THIS AGREEMENT, PROVIDED THAT IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, AND THE TERM “SUBSCRIBER” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OR ACCESS THE SERVICES.

Overview. The Services allow Subscriber to generate AI Content in the selected Style, and based on the provided Subscriber Data, in exchange for Generation Tokens. Laetro may offer certain Subscribers access to features of the Services that enable Subscriber to list its Custom Styles on the Style Gallery within the Service (“Style Gallery”). If Subscriber accesses or uses the Services to develop a Custom Style for listing on the Style Gallery or otherwise uses such features to list a Custom Style on the Style Gallery, Subscriber will be deemed a “Style Maker”, and agrees to the terms of the Content Generation Suite Style Maker Addendum, available at https://www.laetro.com/terms-stylemaker (“Style Maker Addendum”), which apply to Subscriber’s use of the Services in addition to the terms of this Agreement.

Services.

2.1

Permitted Use. During the Term, subject to Subscriber’s compliance with the terms of this Agreement, Subscriber may access and use the Services only for its internal business purposes in accordance with the Documentation and this Agreement.

2.2

Colleagues. Only Subscriber’s Colleagues, using the mechanisms designated by Laetro (“Log-in Credentials”), may access and use the Services. Each Subscriber must keep its Log-in Credentials confidential and not share them with anyone else. Subscriber is responsible for its Colleagues’ compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Laetro’s breach of this Agreement). Subscriber will promptly notify Laetro if it becomes aware of any compromise of any Log-in Credentials. Laetro may Process Log-in Credentials in connection with Laetro’s provision of the Services or for Laetro’s internal business purposes.

2.3

Restrictions. Subscriber will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense a Service to a third party (other than Subscriber’s Colleagues); (b) use the Service on behalf of third parties; (c) use a Service to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to a Service, except to the extent expressly permitted by Law (and then only with prior notice to Laetro); (e) modify or create derivative works of a Service or copy any element of a Service; (f) remove or obscure any proprietary notices in a Service; (g) publish benchmarks or performance information about a Service; (h) interfere with the operation of a Service, circumvent any access restrictions, or conduct any security or vulnerability test of a Service; (i) transmit any viruses or other harmful materials to a Service; (j) take any action that risks harm to others or to the security, availability, or integrity of a Service; (k) access or use a Service in a manner that violates any Law, privacy rights, (l) represent that the AI Content is human generated, or (m) use the Services or AI Content to impersonate a third party or violate their rights of publicity without their consent. Additionally, Subscriber must not use a Service with Prohibited Data or for High Risk Activities. Subscriber acknowledges that the Services are not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Laetro is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Laetro has no liability for Prohibited Data or use of a Service for High Risk Activities.

2.4

Generation Tokens. Use of certain features of the Service will require use of Generation Tokens, as indicated by the Service, including to generate AI Content and create Custom Styles. Subscriber’s subscription to the Services includes a monthly allotment of free Generation Tokens (“Free Generation Tokens”). Free Generation Tokens must be used within the month they are issued and will expire at the end of such month. Subscriber may purchase additional Generation Tokens (“Paid Generation Tokens”). Paid Generation Tokens may be used at any time during the Term.

2.5

Styles. Further, the Service may permit Subscriber to create custom Styles based on Subscriber Data (each a “Custom Style”). By default, Custom Styles will be accessible only by Subscriber, unless Subscriber chooses to make Custom Styles available for use by its Colleagues. Subscriber will ensure that all Custom Styles comply with the AUP. Laetro reserves the right to remove or disable access to Subscriber’s Custom Styles at any time for any reason. s

2.6

AI Content.

Subject to the restrictions set forth in this Agreement, Subscriber may freely use the AI Content. Subscriber acknowledges that due to the nature of AI Features, outputs of AI Features may not be unique, and may generate content that is similar to Subscriber’s AI Content.
Notwithstanding the foregoing, Subscriber will not, and will not permit any third party to, directly or indirectly use the AI Content (or any portion thereof) to train an artificial intelligence model of any kind. Breach of this Section 2.6(b) may cause substantial harm to Laetro for which damages alone are an insufficient remedy, and Laetro may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of Section 2.6(b).
The Service may permit Subscriber to submit AI Content to Laetro to request further modifications. Laetro is under no obligation to accept such request. Any such services will be subject to a separate written agreement between Subscriber and Laetro.

Support. During the Term, Laetro will use commercially reasonable efforts to provide support for the Services during its standard business hours in accordance with Laetro’s standard support practices (“Support”).

Upgrades. Subscriber’s purchase of access to Services is not contingent on the delivery of any future functionality or features or dependent on any oral or written public or private comments made by Laetro regarding future functionality or features of the Services. From time to time, Laetro, in its sole discretion, may make available Upgrades under additional or different terms. Nothing in this Agreement obligates Laetro to make Upgrades available to Subscriber as part of the Services.

Data and Content.

5.1

Use of Subscriber Data, AI Content, and Custom Styles. Subscriber grants Laetro the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Subscriber Data, Custom Styles, and AI Content only as necessary to: (a) provide any Services and Support; (b) derive or generate Usage Data; (c) create and compile Aggregated Data; and (d) as otherwise required by Laws or as agreed to in writing between the parties.

5.2

Data Protection Laws. Subscriber will not use the Service or otherwise provide Laetro with any Subscriber Data that is subject to Data Protection Laws without first entering into a data processing addendum or other written agreement with Vender concerning the Processing of such Subscriber Data in accordance with such Data Protection Laws.

5.3

Security. Laetro will implement and maintain commercially reasonable policies and procedures designed to protect the Subscriber Data against unauthorized access, use or disclosure. The foregoing constitutes Laetro’s sole and exclusive obligation with respect to protection of Subscriber Data or other Content from unauthorized access, use, loss or disclosure.

5.4

Usage Data; Aggregated Data. Laetro may Process Usage Data and Aggregated Data for internal business purposes, such as to: (a) track use of Services for billing purposes; (b) provide support for Services; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; (e) to improve Services, its other products and services, and to develop new products and services; and (f) for all other lawful business practices, such as analytics, benchmarking, and reports. Subscriber will not interfere with the collection of Usage Data.

Subscriber Obligations. Subscriber is responsible for its Subscriber Data, including its content and accuracy, and will comply with Laws and the AUP when using the Services or AI Content. Subscriber represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Laetro to Process Subscriber Data set forth in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Subscriber Data.

Suspension of Service. Laetro may immediately suspend Subscriber’s access to any or all of the Services if: (a) Subscriber breaches Section 2.3 (Restrictions), Section 2.6(b) (AI Content) or Section 6 (Subscriber Obligations); (b) Subscriber’s account is overdue; (c) changes to Laws or new Laws require that Laetro suspend a Service or otherwise may impose additional liability on the part of Laetro; or (d) Subscriber’s actions risk harm to any of Laetro’s other Subscribers or the security, availability, or integrity of a Service. Where practicable, Laetro will use reasonable efforts to provide Subscriber with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, Laetro will restore Subscriber’s access to the Service(s).

Third-Party Platforms. Use of Third-Party Platforms is subject to Subscriber’s agreement with the relevant provider and not this Agreement. Laetro 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 Subscriber Data. By enabling a Third-Party Platform to interact with the Services, Subscriber authorizes Laetro to access and exchange Subscriber Data with such Third-Party Platform on Subscriber’s behalf.

Commercial Terms.

9.1

Fees and Taxes. Except as otherwise described in an Order, fees for the Services (“Fees”) are described on the Product Plans Page. All Fees will be paid in US dollars unless otherwise provided in the Order. Except as indicated on the applicable Order or the Product Plans Page, Fees for Paid Generation Tokens will be due upon purchase, subscription Fees will be paid in advance, and all other Fees will be due within 30 days of the invoice date. If Subscriber elects to pay by credit card, Subscriber hereby authorizes Laetro and its third-party payment processors to charge Fees to Subscriber’s credit card account when due. Laetro may update Fees on a going forward basis by posting updated fees on the Product Plans Page at least 15 days prior to being effective. Fees for Renewal Terms are at Laetro’s then-current rates, regardless of any discounted pricing in the Order. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All Fees are non-refundable except as may be set out in Section 10.2 (Warranty Remedy), Section 11.3 (Effect of Termination), or Section 14.4 (Mitigation). Subscriber is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply, whether domestic or foreign, other than Laetro’s income tax (“Taxes”). Fees are exclusive of all Taxes.

10.

Warranties and Disclaimers.

10.1

Limited Warranty. Laetro warrants to Subscriber that the Services will perform materially as described in its Documentation and Laetro will not materially decrease the overall functionality of the Service (“Limited Warranty”).

10.2

Warranty Remedy. If Laetro breaches the Limited Warranty and Subscriber makes a reasonably detailed warranty claim in the manner required by Laetro within 30 days of discovering a breach of the Limited Warranty, then Laetro will use reasonable efforts to correct the non-conformity. If Laetro cannot do so within 30 days of receipt of Subscriber’s warranty claim, either party may terminate this Agreement as it relates to the non-conforming Service. Laetro will then refund to Subscriber any pre-paid, unused Fees for the Service attributable to the terminated portion of the applicable Term and for any unused Paid Generation Tokens, in each case, less any processing fees or charges incurred by Laetro in respect of such Fees or refund. This Section sets forth Subscriber’s exclusive remedy and Laetro’s entire liability for breach of the Limited Warranty. These warranties do not apply to: (a) issues caused by Subscriber’s or Colleague’s misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party Platforms or other third-party systems; (c) use of the applicable Service other than according to the Documentation; or (d) Trials and Betas or other free or evaluation use.

10.3

Disclaimers. Except as expressly provided in Section 10.2 (Limited Warranty), the Services, Support, Styles, AI Content, and all other Laetro services are provided “AS IS”. Laetro, 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. Laetro does not warrant that Subscriber’s use of the Services will be uninterrupted or error-free, that Laetro will review Subscriber Data for accuracy, or that it will maintain Subscriber Data without loss. Laetro is not liable for delays, failures, or problems inherent in use of the Internet and electronic communications or other systems outside Laetro’s control. Subscriber may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

11.

Term and Termination.

11.1

Term. The term of this Agreement (the “Term”) starts on Acceptance and continues for the period indicated in the Order or if none, then one month (the “Initial Term”). The Agreement will automatically renew for successive periods equal in length to the Initial Term (each a “Renewal Term”), unless either party notifies the other of its intent not to renew prior to expiration of the then-current Term. Notwithstanding the foregoing, if Subscriber is a Style Maker, and Laetro elects to provide limited access to features of the Services as contemplated under the Style Maker Addendum (“Limited Access”), this Agreement, as modified by the Style Maker Addendum, will apply and continue to apply with respect to Subscriber’s use of the Services as a Style Maker until such access is terminated in accordance with the Style Maker Addendum.

11.2

Termination. Either party may terminate this Agreement together with all Orders if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 10 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 30 days. Laetro may terminate this Agreement without cause at any time upon written notice to Subscriber, in which case Laetro will refund to Subscriber any pre-paid, unused Fees for the Service attributable to the terminated portion of the applicable Term and for any unused Paid Generation Tokens, in each case, less any processing fees or charges incurred by Laetro in respect of such Fees or refund.

11.3

Effect of Termination. Upon expiration or termination of this Agreement, Subscriber’s access to and Laetro’s obligations to provide the Services and Support, will cease. Following termination or expiration of this Agreement, Laetro will be under no obligation to store or retain the applicable Subscriber Data, Custom Styles, or AI Content and may delete them at any time in its sole discretion. Subscriber Data and other Confidential Information, as defined in Section 15, may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.

11.4

Survival. These Sections survive expiration or termination of this Agreement: 2.3 (Restrictions), 2.5 (Styles), 2.6 (AI Content), 5.4 (Usage Data; Aggregated Data), 6 (Subscriber Obligations), 9.1 (Fees and Taxes), 10.3 (Disclaimers), 11.3 (Effect of Termination), 11.4 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14 (Indemnification), 15 (Confidentiality), 16 (Required Disclosures), 19 (General Terms), and Exhibit A (Definitions). 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.

12.

Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Subscriber retains all intellectual property rights and other rights in Subscriber Data provided to Laetro. Except for Subscriber’s use rights in this Agreement, and subject to Section 2.6, Laetro and its licensors retain all intellectual property rights and other rights in the Services, Documentation, Usage Data, and Laetro technology, templates, formats, and dashboards, including any modifications or improvements to these items made by Laetro. If Subscriber provides Laetro with feedback or suggestions regarding the Services or other Laetro offerings, Laetro may use the feedback or suggestions without restriction or obligation.

13.

Limitations of Liability.

13.1

Consequential Damages Waiver. Except for 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.

13.2

Liability Cap. Except for Excluded Claims, each party’s (and its suppliers’ and licensor’s) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Subscriber to Laetro 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.

13.3

Excluded Claims. “Excluded Claims” means: (a) Subscriber’s breach of Sections 2.3 (Restrictions), 2.6(b) (AI Content), or 6 (Subscriber Obligations); (b) either party’s breach of Section 15 (Confidentiality) (but excluding claims relating to Subscriber Data); or (c) amounts payable to third parties under the indemnifying party’s obligations in Section 14 (Indemnification).

13.4

Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 13.4 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.

14.

Indemnification.

14.1

Indemnification by Laetro. Laetro will defend Subscriber from and against any third-party claim to the extent alleging that the Service, when used by Subscriber as permitted under the applicable Order infringes or misappropriates a third-party’s U.S. patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Subscriber against any damages and costs awarded against Subscriber (including reasonable attorneys’ fees) or agreed in a settlement by Laetro resulting from the claim.

14.2

Indemnification by Subscriber. Subscriber will defend Laetro from and against any third-party claim to the extent resulting from Subscriber Data, Custom Styles or Subscriber’s breach or alleged breach of Section 6 (Subscriber Obligations), and will indemnify and hold harmless Laetro against any damages and costs awarded against Laetro (including reasonable attorneys’ fees) or agreed in a settlement by Subscriber resulting from the claim.

14.3

Procedures. The indemnifying party’s obligations in this Section 14 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 admit fault or take or refrain from taking any action (other than relating to use of the Services, when Laetro is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

14.4

Mitigation. In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as Laetro determines necessary to avoid material liability, Laetro may at its option: (a) procure rights for Subscriber’s continued use of the applicable Service; (b) replace or modify the allegedly infringing portion of the applicable Service to avoid infringement or misappropriation without reducing the Service’s overall functionality; or (c) terminate the Agreement and refund to Subscriber any pre-paid, unused fees for the terminated portion of the Term and for any unused Paid Generation Tokens, in each case, less any processing fees or charges incurred by Laetro in respect of such Fees or refund.

14.5

Exceptions. Laetro’s obligations in this Section 14 do not apply: (a) to infringement or misappropriation resulting from Subscriber’s modification of Services or use of Services in combination with items not provided by Laetro (including Third-Party Platforms); (b) to infringement or misappropriation resulting from or based on Subscriber Data, AI Features, or AI Content; (c) to unauthorized use of Services; (d) if Subscriber settles or makes any admissions about a claim without Laetro’s prior consent; or (e) to Trials and Betas (as defined in Section 17) or other free or evaluation use.

14.5

Exclusive Remedy. This Section 14 sets out Subscriber’s exclusive remedy and Laetro’s entire liability regarding infringement or misappropriation of third-party intellectual property rights.

15.

Confidentiality.

15.1

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 and the circumstances of its disclosure. Laetro’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Services.

15.2

Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 5.1 (Use of Subscriber Data); 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, except, in the case where Laetro is the Recipient, Laetro may retain the Subscriber’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Laetro, the subcontractors referenced in Section 19.8), provided it remains responsible for their compliance with this Section 15 and they are bound to confidentiality obligations no less protective than this Section 15.

15.3

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

15.4

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 15.

16.

Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Subscriber 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.

17.

Trials and Betas. If Subscriber 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 Subscriber’s internal evaluation during the period designated by Laetro (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 Laetro may never release, and their features and performance information are Laetro’s Confidential Information. Notwithstanding anything else in this Agreement, Laetro provides no warranty, indemnity, SLA, or support for Trials and Betas, and its liability for Trials and Betas will not exceed US$50.

18.

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

19.

General Terms.

19.1

Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that Laetro may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities to the other party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

19.2

Governing Law, Disputes. 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. Any dispute or claim arising out of or in connection with this Agreement or breach thereof, shall be finally settled by binding, confidential arbitration in Santa Clara County, California, administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures by one arbitrator appointed in accordance with said rules. Absent manifest error, judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either Party may apply to any court of competent jurisdiction for injunctive relief without breach of this Section.

19.3

Notices. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing: (i) if to Laetro, at 266 Mercy St, Mountain View, CA 94041 or support@laetro.com, or (ii) if to Subscriber, to the address or email address Laetro then-has on file for Subscriber. Notices and consents under this Agreement will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); or (c) one day after dispatch if by email or a commercial overnight delivery service. Either party may update its address with notice to the other party. Laetro may also send operational notices to Subscriber through the Services.

19.4

Entire Agreement. This Agreement (which includes any Order, the Style Maker Addendum, and the AUP) 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.

19.5

Amendments. Laetro may amend, modify or supplement this Agreement upon at least 30 days’ prior written notice to Subscriber, provided that any such amendment, modification or supplement will apply on a going forward basis beginning on the following Renewal Term, provided that with respect to any Limited Access, such amendment, modification, or supplement will apply on a going forward basis at the end of such 30 day notice period. Except as set forth in the 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 Laetro. Nonetheless, with notice to Subscriber, Laetro may modify the AUP to reflect new features or changing practices. The terms in any Subscriber purchase order or business form will not amend or modify this Agreement and are expressly rejected by Laetro; any of these Subscriber documents are for administrative purposes only and have no legal effect.

19.6

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, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

19.7

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, refusal of government license, or natural disaster (“Force Majeure Events”).

19.8

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

19.9

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

19.10

Export. Subscriber will comply with all relevant U.S. and foreign export and import Laws in using any Service. Subscriber: (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 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.

19.11

DMCA. Subscriber acknowledges that it has reviewed Laetro’s Copyright Policy, available at https://www.laetro.com/copyright-policy.

19.12

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

19.13

Conflicts in Interpretation. If there are inconsistencies or conflicts between the terms of the body of this Agreement and the terms of any Schedules, exhibits, attachments, addenda, AUP, and other documents attached to or incorporated by reference in this Agreement, the order of precedence is as follows: (a) the terms contained in the body of this Agreement; (b) the AUP; and (c) the Documentation.

EXHIBIT A

Definitions

1.1 “AI Content” means the Content generated by the Services in response to the provided Subscriber Data.

1.2 “AI Features” means a feature of the Service that is powered by or uses generative artificial intelligence or other machine learning functionality.

1.3 “Affiliate” means an entity directly or indirectly owned or controlled by a party, where “ownership” means the beneficial ownership of 50% or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

1.4 “Aggregated Data” means Subscriber Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Subscriber or a specific individual.

1.5 “AUP” means the then-current version of Laetro’s Acceptable Use Policy, which is available at https://www.laetro.com/terms-aup or such other URL or location as may be specified by Laetro from time to time.

1.6 “Colleague” means any employee or contractor of Subscriber or its Affiliates that Subscriber allows to use the Services on Subscriber’s behalf.

1.7 “Content” means artwork, illustrations, photographs, text, movies, animations, audio, concepts or other work, material or content of any kind.

1.8 “Subscriber Data” means any Content, data or information that: (a) Subscriber (including its Colleagues) submits to the Services, including from Third-Party Platforms; and (b) is Processed by Laetro to provide the Services to Subscriber.

1.9 “Data Protection Laws” means: (a) the California Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100 to 1798.199) and its implementing regulations, as amended or superseded from time to time; (b) the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and the e-Privacy Directive 2002/58/EC (as amended by Directive 2009/136/EC), their national implementations in the European Economic Area (“EEA”), and all other data protection laws of the EEA including laws of the European Union (“EU”), the data protection laws of the United Kingdom (“UK”) and Switzerland, each as applicable, and as may be amended or replaced from time to time; and (c) any similar Laws.

1.10 “Documentation” means the then-current version of Laetro’s usage guidelines and standard technical documentation for the Services that Laetro makes generally available to its Subscribers that it provides the applicable Services to, the current version of which are at https://www.laetro.com/terms.

1.11 “Generation Tokens” means an in-Service token used to generate AI Content or enable or access certain features of the Service.

1.12 “High Risk Activities” means activities where use or failure of a Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.

1.13 “Laws” means all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data.

1.14 “Order” means an order that describes the Services being purchased by Subscriber that is executed by the parties and references this Agreement.

1.15 “Product Plans Page” means the then-current version of Laetro’s pricing page for the Services, which is available at https://www.laetro.com/terms-cgs-program-page or such other URL or location as may be specified by Laetro from time to time.

1.16 “Process” means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process.

1.17 “Prohibited Data” means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (b) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (c) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (e) social security numbers, driver’s license numbers, or other government ID numbers; or (f) any data similar to the above protected Laws.

1.18 “Service” or “Services” means the then-current version of Laetro’s AI Marketing Studio, including its Documentation, but excluding Support.

1.19 “Style” means the style of Content that the AI Content will be generated in by the Service. Styles may be developed by third parties and made available through the Services.

1.20 “Third-Party Platform” means any third-party platform, add-on, service, or product not provided by Laetro that Subscriber elects to integrate or enable for use with any Service.

1.21 “Upgrades” means additions, enhancements, upgrades, new services, or modules that include new features and substantial increases in functionality to the Services that Laetro makes available to its Subscribers for an additional fee.

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