Exact Match Marketing Terms of Service

1. Introduction and Acceptance

These Terms of Service (the "Terms") are effective as of the date posted on Exact Match's website or, if a later effective date is stated with the posted version, as of that later effective date (the "Effective Date"), and apply to each individual or legal entity that accesses the Site, registers for an account, initiates Trial Access, purchases, or otherwise uses the Services (the "Customer," "you," or "your"). These Terms are entered into by and between Customer and Exact Match Marketing, Inc., a Delaware corporation ("Exact Match," "we," "us," or "our"). Exact Match and Customer are referred to herein individually as a "Party" and collectively as the "Parties."

Acceptance

By (a) clicking an "I Accept," "I Agree," or similar button or checkbox presented with these Terms; (b) executing or accepting an Order Form or other agreement that references or incorporates these Terms; (c) creating an account on Exact Match's website; (d) accessing or using the Site or Services; or (e) accessing or using any Output, Customer and each User acknowledge that they have read, understood, and agree to comply with these Terms. If Customer or any User does not agree to these Terms, Customer and such User must not access or use the Site, Services, or Output.

Authority to Bind

If an individual executes or accepts an Order Form or other agreement with Exact Match on behalf of a legal entity, such individual represents and warrants that the individual has full legal authority to bind that entity to the applicable agreement, including these Terms and the Acceptable Use Policy to the extent incorporated therein. Each User who accesses the Site, Services, or Output without authority to bind Customer remains obligated to comply with these Terms and the Acceptable Use Policy, but such access or use does not by itself establish that the User has authority to modify Customer's contractual commitments or bind Customer to commercial terms beyond those accepted by an authorized representative of Customer.

Binding Agreement

These Terms, together with each Order Form, the Acceptable Use Policy, any applicable data processing addendum, and any other documents expressly incorporated by reference, constitute a binding legal agreement between Exact Match and Customer governing Customer's and each User's access to and use of the Site, Services, and Output. These Terms apply regardless of whether Customer has entered into a separate written agreement with Exact Match. If a separate written agreement between Customer and Exact Match conflicts with these Terms, the separate written agreement controls to the extent of the conflict, except that the Acceptable Use Policy applies to all access to and use of the Services and Output and controls with respect to acceptable-use restrictions unless the Acceptable Use Policy expressly states otherwise.

Eligibility

The Services are intended solely for use by businesses and individuals who are at least eighteen (18) years of age and who can form legally binding contracts under applicable law. By accepting these Terms, Customer represents and warrants that it satisfies these eligibility requirements.

Updates

Exact Match may update or modify these Terms from time to time in accordance with Section 28 (Modifications to the Terms). The version of these Terms in effect as of the Effective Date, as subsequently modified in accordance with Section 28, shall govern Customer's access to and use of the Services.

2. Definitions

For purposes of these Terms of Service (these "Terms"), the following capitalized terms shall have the meanings set forth below. Other capitalized terms may be defined elsewhere in these Terms or in an applicable Order Form, and shall have the meanings ascribed to them where first defined.

"Acceptable Use Policy" or "AUP"

means Exact Match's then-current acceptable use policy, as made available by Exact Match and as may be updated from time to time in accordance with these Terms, governing permitted and prohibited uses of the Services and Output.

"Affiliate"

means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where "control" means the ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interests of such entity.

"Agreement"

means, collectively, these Terms, each Order Form, the Acceptable Use Policy, the Documentation, and any addenda, exhibits, schedules, separate written agreements, or other terms expressly incorporated by reference herein.

"API"

means any application programming interface made available by Exact Match as part of the Services, including any associated specifications, software development kits, libraries, sample code, and Documentation.

"Confidential Information"

has the meaning set forth in Section 14.1.

"Customer"

means the individual or legal entity that accepts these Terms, that executes an Order Form referencing these Terms, that accesses the Site, initiates Trial Access, or otherwise accesses or uses the Services.

"Customer Agent"

means any AI agent, large language model, MCP client, workflow, application, script, automation, bot, software tool, integration, or other non-human system that accesses, queries, uses, retrieves, processes, exports, transmits, activates, or otherwise interacts with the Services or Output under Customer's account, credentials, API keys, systems, instructions, configuration, or authority.

"Customer Data"

means any data, content, files, text, materials, User Input, or other information that is submitted, uploaded, transmitted, or otherwise made available to the Services by or on behalf of Customer or any User, including any data ingested via the API or MCP, but excluding Output, Usage Data, Feedback, and the Services themselves.

"Customer User"

means an individual employee, contractor, administrator, developer, representative, or agent of Customer who accesses or uses the Services or Output under Customer's account, credentials, systems, or authority, and whose use is subject to and counts against any applicable usage entitlements set forth in the Order Form.

"Documentation"

means the user guides, technical specifications, online help files, API and MCP reference materials, and other written or electronic materials made generally available by Exact Match that describe the features, functionality, and proper use of the Services, as updated from time to time.

"Downstream Agent"

means any AI agent, large language model, MCP client, workflow, application, script, automation, bot, software tool, integration, or other non-human system that accesses, queries, uses, retrieves, processes, exports, transmits, activates, or otherwise interacts with the Services or Output through or on behalf of a Downstream Customer.

"Downstream Customer"

means any customer, client, subscriber, licensee, or other third party to whom Customer makes available, directly or indirectly, the Services or Output through Customer's product, service, platform, workflow, agent, application, integration, campaign, or other offering.

"Downstream User"

means any natural person who accesses or uses the Services or Output through or on behalf of a Downstream Customer.

"Effective Date"

means the date set forth in Section 1 of these Terms or, with respect to a particular Order Form, the date specified therein.

"Feedback"

means any suggestions, ideas, enhancement requests, recommendations, comments, or other input provided by Customer or any User regarding the Services, the Software, the API, the MCP, the Documentation, or Exact Match's business.

"Fees"

means the fees, charges, and other amounts payable by Customer for the Services as set forth in the applicable Order Form.

"Intellectual Property Rights"

means all worldwide intellectual property and proprietary rights, including patents, copyrights, trademarks, service marks, trade secrets, know-how, moral rights, rights in databases, and any other similar or analogous rights, whether registered or unregistered, and any applications, registrations, renewals, and extensions thereof.

"MCP"

means the Model Context Protocol interface or any equivalent or successor protocol made available by Exact Match that enables programmatic exchange of context, prompts, tools, or data between Customer systems or third-party models and the Services.

"Order Form"

means an ordering document, online order, or quote that is executed by or on behalf of Customer and Exact Match or otherwise accepted by Customer through Exact Match's website or direct sales channel, that references or incorporates these Terms, and that specifies the Services ordered, the Fees, the term, any downstream rights, and any other commercial terms.

"Output"

means the data, text, content, reports, results, recommendations, model outputs, or other materials generated, produced, returned, or delivered by the Services to Customer or its Users in response to Customer Data, prompts, instructions, configurations, or other inputs.

"Personal Data"

means any information relating to an identified or identifiable natural person, to the extent such information is protected as personal data, personal information, or a similar term under applicable privacy or data protection laws.

"Privacy Policy"

means Exact Match's then-current privacy policy, as published on its website and as may be updated from time to time.

"Services"

means the proprietary software-as-a-service offerings, platforms, applications, APIs, MCP interfaces, and related services made available by Exact Match through its website or direct sales channel and identified in an Order Form, together with any associated Documentation, but excluding any Trial Access except where expressly stated.

"Site"

means Exact Match's websites, webpages, customer portals, online interfaces, and other online properties through which Exact Match makes available information, accounts, access, Trial Access, the Services, or Output.

"Software"

means the proprietary software, code, algorithms, models, scripts, and related technology owned or licensed by Exact Match that comprise or underlie the Services, including any updates, upgrades, modifications, enhancements, and derivative works thereof.

"Term"

means the term of these Terms as set forth in Section 16, together with the term of each Order Form.

"Trial Access"

means any access to Services or features that are designated by Exact Match as alpha, beta, evaluation, preview, pilot, proof-of-concept, trial, demo, sandbox, free, free-tier, freemium, limited-access, or similar, and that are made available to Customer, any Customer User, or any Customer Agent at no charge or for evaluation purposes, whether or not pursuant to an Order Form.

"Usage Data"

means data and information generated by or collected through Exact Match's operation, monitoring, and provision of the Services relating to the configuration, performance, security, availability, and use of the Services, in each case in a manner that does not identify Customer, any User, or any individual.

"User"

means Customer, each Customer User, each Customer Agent, each Downstream Customer, each Downstream User, each Downstream Agent, and any other person or system that accesses or uses the Services or Output through Customer's account, credentials, systems, authority, downstream offering, or commercial relationship.

"User Input"

means any search query, prompt, instruction, file, spreadsheet, CRM data, customer list, identifier, audience criteria, configuration data, or other data or content submitted to the Services by or on behalf of any User.

References in these Terms to "including" mean "including, without limitation," and references to a "Section" are to a section of these Terms unless otherwise indicated. The singular includes the plural and vice versa, and references to any gender include all genders. Headings are for convenience only and shall not affect interpretation.

3. Direct and Downstream Use

3.1 Direct and Downstream Use. These Terms govern Customer's direct access to and use of the Services through Exact Match's website, direct sales channels, or Order Forms executed directly between Exact Match and Customer, and any downstream access to or use of the Services or Output through Customer's account, systems, offerings, or commercial relationships. Customer is responsible for all downstream access to and use of the Services and Output, whether or not such downstream access or use is expressly permitted in an Order Form or separate written agreement. Customer shall not resell, redistribute, white-label, syndicate, broker, provide managed services using, or otherwise make available the Services or Output for the benefit of any third party except to the extent permitted in the applicable Order Form or a separately signed written agreement with Exact Match.

3.2 Scope of Services. Subject to these Terms and the applicable Order Form, Exact Match will make available the Services expressly identified in the applicable Order Form or in the Services themselves. The scope, functionality, usage limits, term, fees, and any permitted downstream rights applicable to the Services are as set forth in the applicable Order Form, the Documentation, and the Acceptable Use Policy. No other services, features, commitments, or rights are conferred under these Terms.

3.3 Separate Indirect Agreements. Any reseller, distributor, agency, white-label, private-label, OEM, affiliate, referral, introducer, managed services provider, systems integrator, value-added reseller, marketplace, platform, syndication, brokerage, or other indirect business relationship is permitted only to the extent set forth in the applicable Order Form or in a separately signed written agreement executed by an authorized representative of Exact Match. No such relationship exists based on course of dealing, marketing material, online content, prior practice, silence, account configuration, product availability, or oral statement.

3.4 Updates to Services. Exact Match may modify, enhance, add to, or discontinue features or components of the Services, provided that Exact Match will not materially diminish the core functionality of prepaid Services during the then-current subscription term. New or additional services, modules, or offerings may be subject to additional or different terms.

3.5 Geographic Availability. The Services are offered from and provisioned within the United States. Customer is responsible for determining whether its access to and use of the Services from any particular jurisdiction is lawful and for complying with applicable law, including Section 26 (Export and Sanctions Compliance).

3.6 Downstream Responsibility and Flow-Down Terms. If Customer makes the Services or Output available to any Downstream Customer, Downstream User, or Downstream Agent, Customer shall ensure that such downstream access and use is subject to the Acceptable Use Policy or written restrictions no less protective of Exact Match, the Services, Output, data suppliers, and consumers; prohibit all downstream use for any purpose prohibited by the Agreement; preserve and pass through all legal notices, product warnings, usage restrictions, suppression signals, field restrictions, opt-out indicators, provenance information, and other controls made available through the Services; maintain commercially reasonable records sufficient to identify Downstream Customers with access to the Services or Output; promptly investigate and remediate any actual or suspected downstream misuse; and suspend or terminate downstream access upon Exact Match's request if Exact Match reasonably determines that continued access presents legal, regulatory, privacy, security, operational, or reputational risk. Customer is responsible and liable for all acts and omissions of Downstream Customers, Downstream Users, and Downstream Agents relating to the Services or Output.

4. Order Forms

Each Order Form forms part of the Agreement and is governed by these Terms. If there is a conflict between an Order Form and these Terms, the Order Form controls solely with respect to the Services ordered under that Order Form, any downstream rights expressly granted in that Order Form, and only to the extent of the conflict, subject to Section 29.2. Any purchase order, vendor onboarding form, or similar Customer-issued document is of no force or effect and does not modify the Agreement unless expressly signed by an authorized representative of Exact Match as an amendment to these Terms.

5. Access and Accounts

5.1 Account Registration. In order to access and use the Services, Customer must register for an account through Exact Match's direct website or as otherwise provided in an Order Form. Customer shall provide accurate, current, and complete information in connection with account registration and shall promptly update such information as necessary to maintain its accuracy. Exact Match may refuse, suspend, or terminate any account that contains information believed to be inaccurate, incomplete, or misleading, or that is otherwise established or used in violation of these Terms.

5.2 Customer Users; Customer Agents. Customer may permit its Customer Users and Customer Agents to access and use the Services solely on Customer's behalf and in accordance with these Terms, the applicable Order Form, the Documentation, and the Acceptable Use Policy. Customer shall ensure that each Customer User is bound by written obligations of confidentiality and use no less protective than those set forth in these Terms. Customer is responsible for ensuring that each User complies with these Terms, and any act or omission of any User in connection with the Services or Output shall be deemed an act or omission of Customer.

5.3 Credentials. Access to the Services is enabled through unique user credentials, including usernames, passwords, API keys, tokens, and other authentication mechanisms (collectively, "Credentials"). Credentials are issued to a single, identifiable Customer User or Customer Agent and may not be shared, transferred, or used by more than one individual or system. Customer shall not, and shall not permit any User to, (a) sell, lease, lend, or otherwise transfer Credentials to any third party, (b) create generic or shared accounts, or (c) circumvent or attempt to circumvent any authentication, user-limit, or seat-based controls implemented by Exact Match.

5.4 Account Security. Customer is solely responsible for maintaining the confidentiality and security of all Credentials and for implementing and maintaining reasonable administrative, technical, and physical safeguards designed to prevent unauthorized access to or use of the Services. Customer shall (a) require strong, unique passwords for each Customer User, (b) enable multi-factor authentication where made available by Exact Match, (c) promptly deactivate Credentials of personnel or systems that are no longer permitted to access the Services, and (d) promptly notify Exact Match of any actual or suspected unauthorized access to or use of the Services or any Credentials, or any other known or suspected breach of security.

5.5 Responsibility for Account Activity. Customer is responsible and liable for all activity occurring under its account, through its Credentials, or through any User, including all use of the Services and Output, Customer Data, User Inputs, API and MCP calls, downstream activations, and fees incurred, whether or not such activity was permitted by Customer. Exact Match shall have no liability for any loss or damage arising from Customer's failure to comply with this Section 5, including any failure to safeguard Credentials or promptly report unauthorized access.

5.6 Eligibility. Customer represents and warrants that (a) it is a legal entity or, if an individual, of legal age to enter into a binding contract; (b) it has full power and authority to enter into and perform under any Order Form or other agreement it enters into with Exact Match; and (c) it is not barred from receiving the Services under the laws of the United States or any other applicable jurisdiction. The Services are not directed to, and may not be used by, individuals under the age of eighteen (18).

5.7 Cooperation. Customer shall reasonably cooperate with Exact Match in connection with the investigation of any suspected unauthorized access, security incident, downstream misuse, AUP violation, or violation of these Terms involving Customer's account, Users, Customer Data, User Inputs, Output, integrations, or downstream offerings, including by preserving and providing relevant logs, records, attestations, personnel access, and other information reasonably requested by Exact Match.

6. Trial Access, Beta Services, and Free Access

6.1 Trial Access. Exact Match may make available certain Services, features, or functionality through Trial Access. Trial Access is provided solely for Customer's internal evaluation and non-production testing, and Customer shall not use Trial Access for production purposes, with live or business-critical data, in connection with the operation of Customer's business, or for the benefit of any third party unless expressly authorized in writing by Exact Match.

6.2 No Commitments; As-Is. Trial Access is provided "AS IS," "AS AVAILABLE" and "WITH ALL FAULTS," without guarantee, warranty, indemnity, service level, uptime, availability, performance, support, maintenance, backup, business continuity, disaster recovery, or security commitment of any kind. Trial Access may be unavailable, modified, suspended, throttled, rate-limited, or discontinued at any time, with or without notice, in Exact Match's sole discretion, and Exact Match shall have no liability arising from any Trial Access.

6.3 Customer Obligations; Termination. All Customer obligations under these Terms apply to Trial Access, including the Acceptable Use Policy, API and MCP Restrictions, Customer Data provisions, confidentiality obligations, Customer indemnification obligations, and export and sanctions compliance obligations. Exact Match may suspend, modify, or terminate Trial Access at any time, with or without cause and with or without notice, without liability to Customer.

7. Acceptable Use Policy

7.1 Permitted Use. Subject to these Terms and the applicable Order Form, Exact Match grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for Customer's internal business purposes and for any downstream use permitted in the applicable Order Form or a separately signed written agreement with Exact Match. Customer shall use the Services and Output in accordance with these Terms, the Documentation, the Acceptable Use Policy, and all applicable laws, regulations, and rules. The Acceptable Use Policy applies to all access to and use of the Services and Output, including Trial Access and access or use that is not governed by an Order Form.

7.2 Responsibility for Users. Customer is responsible and liable for all access to and use of the Services and Output through Customer's accounts, credentials, systems, authority, downstream offering, or commercial relationship. Any breach of these Terms or the Acceptable Use Policy by any such person or system shall be deemed a breach by Customer.

7.3 Acceptable Use Policy. Customer shall comply with, and shall ensure that each User complies with, the Acceptable Use Policy. Customer shall not permit any User to use the Services or Output in any manner prohibited by the Acceptable Use Policy.

7.4 Cooperation; Enforcement. Customer shall promptly notify Exact Match of any actual or suspected violation of this Section 7 or the Acceptable Use Policy, or any unauthorized use of or access to the Services or Output of which Customer becomes aware. Exact Match may investigate suspected violations and take appropriate action, including suspension, termination, removal or disabling of offending content, integrations, workflows, Customer Agents, or downstream access, remediation or deletion requirements, notices to data suppliers or affected third parties, and disclosures to law enforcement or regulatory authorities. Exact Match's exercise or non-exercise of these rights does not relieve Customer of its obligations or limit Customer's liability for any breach.

7.5 Updates to the Acceptable Use Policy. Exact Match may update the Acceptable Use Policy from time to time to address misuse risks, legal requirements, or operational needs, with notice to Customer in accordance with Section 28. Continued use of the Services following the effective date of any such update constitutes acceptance of the updated Acceptable Use Policy.

8. API and MCP Restrictions

8.1 Scope of Authorized Access. Exact Match may make available to Customer one or more application programming interfaces (each, an "API") and one or more Model Context Protocol interfaces (each, an "MCP Interface") for use solely in connection with Customer's authorized use of the Services under an executed Order Form and the Documentation. All API and MCP Interface calls must be authenticated using credentials issued by Exact Match to Customer or its Users, and Customer shall use only the endpoints, methods, parameters, and data fields expressly documented by Exact Match. Any access to or interaction with the Services other than through the user interface or through the API and MCP Interface as expressly authorized hereunder is prohibited.

8.2 Rate Limits and Operational Restrictions. Customer shall comply with all rate limits, quotas, throttling parameters, payload size restrictions, concurrency limits, and other operational restrictions published in the Documentation or otherwise communicated by Exact Match. Exact Match reserves the right to modify, impose, or enforce additional rate limits and operational restrictions at any time in its reasonable discretion to protect the integrity, security, performance, or availability of the Services. Customer shall not, and shall not permit any User to, circumvent, disable, or attempt to circumvent or disable any such limits or restrictions, including through the use of multiple accounts, distributed requests, proxy services, or automated retry logic designed to evade enforcement.

8.3 Prohibited Integrations and Uses. Without limiting the Acceptable Use Policy, Customer shall not, and shall not permit any User to:

1. use the API or MCP Interface to build, train, fine-tune, evaluate, validate, benchmark, or improve any machine learning model, large language model, foundation model, embedding model, agent, or other artificial intelligence system, whether for Customer's internal use or for the benefit of any third party;
2. use the API or MCP Interface to develop, support, or operate any product or service that competes with the Services or any component thereof, or to conduct competitive analysis, feature comparison, or benchmarking of the Services;
3. use the API or MCP Interface to scrape, harvest, index, mirror, cache (other than transient caching strictly necessary for authorized use), or systematically extract data, Output, or any other materials from the Services;
4. integrate the API or MCP Interface with any application, agent, automation, plug-in, or system that resells, white-labels, sublicenses, syndicates, brokers, or otherwise redistributes the Services, the API, the MCP Interface, or any Output to third parties, except to the extent permitted in the applicable Order Form or a separately signed written agreement with Exact Match;
5. use the API or MCP Interface to transmit, store, or process any malicious code, or to probe, scan, penetration test, or test the vulnerability of any Exact Match system without prior written authorization;
6. use the API or MCP Interface in connection with any high-risk activity in which the failure or inaccuracy of the Services could result in personal injury, death, environmental damage, or material property damage; or
7. chain, route, or relay API or MCP Interface calls through unauthorized intermediaries, including unaffiliated agents, orchestration layers, or third-party platforms, in a manner that obscures the identity of the calling Authorized User or the nature of the request.

8.4 Model Training Restriction. Customer expressly acknowledges and agrees that no right or license is granted, by implication or otherwise, to use the Services, the API, the MCP Interface, the Documentation, the Software, or any Output to train, fine-tune, ground, retrieve-augment, distill, or otherwise develop or improve any artificial intelligence or machine learning model, except to the extent (if any) expressly set forth in an Order Form executed by an authorized representative of Exact Match. This restriction applies regardless of whether such use is for commercial or non-commercial purposes.

8.5 MCP-Specific Requirements. With respect to the MCP Interface, Customer shall (i) implement and maintain authentication, authorization, and session management consistent with the Documentation; (ii) ensure that any client, agent, or host application connecting to the MCP Interface accurately identifies itself and the human or automated principal initiating each request; (iii) not expose the MCP Interface, or any tools, resources, or prompts surfaced through it, to end users or systems other than Users acting within the scope of Customer's permitted use and any downstream rights set forth in the applicable Order Form or a separately signed written agreement with Exact Match; and (iv) promptly apply security patches, version upgrades, and configuration changes required by Exact Match for continued use of the MCP Interface.

8.6 Developer Obligations. Customer and its Users with developer access shall (i) safeguard API keys, tokens, client secrets, and other credentials as Confidential Information of Exact Match, and not embed such credentials in client-side code, public repositories, or otherwise distribute them; (ii) promptly rotate credentials and notify Exact Match in writing upon any actual or suspected compromise; (iii) maintain accurate contact information for technical and security correspondence; (iv) implement reasonable logging, error handling, and back-off procedures to avoid overloading the Services; and (v) comply with all migration, deprecation, and end-of-life schedules published by Exact Match with respect to API or MCP Interface versions.

8.7 Monitoring and Enforcement. Exact Match may monitor use of the API and MCP Interface for compliance with these Terms, the Documentation, and applicable law, and may log, throttle, suspend, revoke, or terminate API keys, MCP credentials, or access in accordance with Section 15 (Suspension) and Section 16 (Term and Termination). Customer shall reasonably cooperate with Exact Match in any investigation of suspected misuse of the API or MCP Interface.

8.8 Reservation. All rights in and to the API, the MCP Interface, and any associated software development kits, client libraries, schemas, and specifications are reserved to Exact Match. No license is granted under this Section 8 except the limited, non-exclusive, non-transferable, non-sublicensable right to access and use the API and MCP Interface during the applicable subscription term solely as expressly permitted by these Terms, the applicable Order Form, and the Documentation.

9. Customer Data

9.1 Ownership of Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data, including all intellectual property rights therein. Except for the limited rights expressly granted in these Terms, no right, title, or interest in or to Customer Data is transferred to Exact Match.

9.2 License to Exact Match. Customer hereby grants to Exact Match a non-exclusive, worldwide, royalty-free license to host, copy, store, transmit, process, display, and otherwise use Customer Data solely as necessary to (a) provide, maintain, support, secure, and improve the Services for Customer; (b) prevent or address technical or security issues; (c) comply with applicable law or valid legal process; and (d) enforce these Terms. Exact Match may also use de-identified and aggregated data derived from Customer Data, provided that such data does not identify Customer, any User, or any individual, for purposes of operating, analyzing, and improving the Services and Exact Match's business. Exact Match shall not use Customer Data or User Inputs to train generally available foundation models offered to third parties except as expressly permitted by Customer in writing or in an Order Form.

9.3 Customer Warranties Regarding Customer Data. Customer represents and warrants that (a) it has and will maintain all rights, consents, permissions, authorizations, and licenses necessary to provide Customer Data to Exact Match and to grant the license set forth in Section 9.2; (b) Customer Data and Exact Match's authorized use of Customer Data in accordance with these Terms, does not and will not violate any applicable law, infringe or misappropriate any third-party intellectual property or proprietary right, or violate any third party's rights of privacy or publicity; (c) Customer has provided all required notices and obtained all required consents from data subjects whose personal information is included in Customer Data; and (d) Customer Data does not contain any malicious code, viruses, or other harmful components.

9.4 Customer Responsibility. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data and for the means by which Customer or any User acquired Customer Data. Exact Match is not obligated to verify, validate, correct, supplement, or screen Customer Data. Customer shall not submit to the Services any data that Customer is prohibited by law or contract from disclosing, including, without limitation, protected health information subject to HIPAA, payment card data subject to PCI-DSS, government-classified information, or biometric identifiers, unless expressly agreed in writing by Exact Match in an Order Form or separately signed addendum.

9.5 Security and Storage. Exact Match shall implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction, as further described in Section 12 (Privacy and Security) and any applicable data processing addendum.

9.6 Backups and Loss. Customer is responsible for maintaining its own backup copies of Customer Data. Exact Match's liability for any loss, corruption, or destruction of Customer Data shall be subject to the limitations of liability set forth in Section 20.

9.7 Return or Deletion Upon Termination. Upon expiration or termination of the applicable Order Form or these Terms, Customer may, within thirty (30) days of the effective date of termination, request in writing the return or export of Customer Data in a format reasonably designated by Exact Match. Following such thirty (30)-day period, Exact Match shall have no obligation to retain Customer Data and may delete or destroy Customer Data in its possession or control in the ordinary course, except to the extent retention is required by applicable law, legal process, or Exact Match's standard backup, archival, or business continuity practices, in which case the obligations of these Terms shall continue to apply to such retained Customer Data for so long as it is retained.

9.8 Trial Access. Exact Match's obligations under this Section 9 with respect to Trial Access are limited as set forth in Section 6, and Customer shall not submit production, sensitive, regulated, or business-critical Customer Data through Trial Access unless expressly authorized in writing by Exact Match.

10. Output

10.1 Ownership of Output as Between the Parties. Subject to Customer's payment of all applicable fees, compliance with these Terms and the applicable Order Form, and the rights expressly reserved to Exact Match in Section 13 (Intellectual Property Rights) and elsewhere in these Terms, as between Customer and Exact Match, Customer owns the Output specifically generated for Customer through Customer's permitted use of the Services. Exact Match hereby assigns to Customer such rights, title, and interest as Exact Match may have in such Output, to the extent necessary to give effect to the foregoing allocation of ownership.

10.2 Reservation of Rights. Notwithstanding Section 10.1, Exact Match and its licensors retain all right, title, and interest in and to the Services, the Software, the API, the MCP interfaces, the Documentation, all underlying models, algorithms, weights, prompts, templates, training data, know-how, and any pre-existing or independently developed materials used to generate Output, including all intellectual property rights therein. No ownership of, or license to, any of the foregoing is transferred to Customer by virtue of Customer's ownership of Output.

10.3 License to Exact Match. Customer grants to Exact Match a non-exclusive, worldwide, royalty-free, fully paid-up license to host, store, copy, transmit, display, process, and otherwise use the Output: (a) to provide, maintain, support, and improve the Services for Customer; (b) to comply with applicable law and legal process; (c) to enforce these Terms; and (d) in aggregated, de-identified, or anonymized form that does not identify Customer or any natural person, for Exact Match's internal business purposes, including improvement of the Services. Exact Match shall not use Customer-identifying Output to train generally available foundation models offered to third parties except as expressly permitted by Customer in writing or in an Order Form.

10.4 Non-Exclusivity and Similarity of Output. Customer acknowledges and agrees that the Services are made available to multiple customers and that, due to the probabilistic, generative, and statistical nature of the underlying technology, Output generated for Customer may be similar to, or substantially the same as, output generated for other customers or users in response to similar or identical prompts, instructions, configurations, or inputs. Exact Match makes no representation that Output is unique to Customer, and Customer's ownership rights under Section 10.1 do not extend to: (a) any Output independently generated for other customers; (b) any portion of Output that consists of generic, factual, or commonly available material; or (c) any underlying components of the Services described in Section 10.2. Customer shall not assert any claim against Exact Match or any other customer based on the existence of similar or identical Output.

10.5 Accuracy; No Reliance Without Review. Customer acknowledges that Output may be inaccurate, incomplete, outdated, biased, misleading, offensive, non-unique, or otherwise unsuitable for Customer's intended purpose. Exact Match does not warrant the accuracy, reliability, completeness, currency, fitness, legality, or non-infringement of any Output. Customer is solely responsible for reviewing, validating, editing, fact-checking, and approving all Output before any use, publication, distribution, or reliance.

10.6 Customer Responsibility for Use of Output. Customer is solely responsible for its and each User's use, deployment, publication, distribution, downstream provision, and commercialization of Output, including all decisions made in reliance on Output and all materials incorporating Output. Customer shall ensure that all use of Output complies with applicable law, third-party terms, and the Acceptable Use Policy, and shall not represent, or permit any User to represent, Output as human-authored where disclosure of automated or AI-generated content is required.

10.7 Prohibited Uses of Output. Customer shall not use, and shall not permit any User to use, Output for any purpose prohibited by the Acceptable Use Policy.

10.8 Trial Access. Trial Access may be made available without an Order Form. Output generated through Trial Access is provided "AS IS" and "AS AVAILABLE," without warranties, indemnities, service-level, availability, support, security, or performance commitments by Exact Match, and is subject to Section 6. Customer's obligations under this Section 10, including Sections 10.5, 10.6, and 10.7, and Customer's indemnification obligations under Section 19, apply to Output generated through Trial Access.

11. Fees, Invoicing, and Taxes

11.1 Fees. Customer shall pay all fees set forth in the applicable Order Form (the "Fees") in accordance with the payment terms specified therein. Except as otherwise expressly set forth in these Terms or an applicable Order Form, all Fees are non-cancelable and all amounts paid are non-refundable. Fees for renewal terms shall be at Exact Match's then-current rates unless otherwise stated in the applicable Order Form.

11.2 Invoicing and Payment. Exact Match shall invoice Customer for Fees in accordance with the billing frequency stated in the applicable Order Form. Unless otherwise specified in the Order Form, Customer shall pay all undisputed invoiced amounts within thirty (30) days after the date of the invoice. All payments shall be made in U.S. dollars by the payment method designated by Exact Match. If Customer has authorized payment by credit card, ACH, or other automatic payment method, Customer authorizes Exact Match to charge the applicable Fees to such payment method on the dates Fees become due.

11.3 Disputed Amounts. If Customer in good faith disputes any portion of an invoice, Customer shall (a) pay all undisputed amounts on or before the due date and (b) provide written notice of the dispute to Exact Match within fifteen (15) days after the invoice date, specifying in reasonable detail the basis for the dispute. The Parties shall use good-faith efforts to resolve any disputed amounts promptly. Failure to provide timely notice of a dispute shall constitute Customer's acceptance of the invoice as rendered.

11.4 Late Payments. Any amount not paid when due shall accrue interest from the due date until paid in full at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer shall reimburse Exact Match for all reasonable costs of collection, including reasonable attorneys' fees and court costs, incurred in collecting past-due amounts.

11.5 Suspension for Non-Payment. Without limiting any other rights or remedies available to Exact Match, if Customer fails to pay any undisputed amount within ten (10) days after receiving written notice of non-payment, Exact Match may, in addition to its other rights under these Terms, suspend Customer's and its Authorized Users' access to the Services, in whole or in part, until such amounts are paid in full. Suspension under this Section shall not relieve Customer of its obligation to pay Fees during the period of suspension.

11.6 Taxes. All Fees are exclusive of any and all taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, goods and services, withholding, or similar taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchase of and access to the Services, excluding only those taxes based on Exact Match's net income, property, or employees. If Exact Match has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Exact Match with a valid tax exemption certificate authorized by the appropriate taxing authority.

11.7 Fee Changes. Exact Match may modify Fees applicable to subsequent renewal terms by providing Customer with written notice (which may be by email) at least thirty (30) days prior to the end of the then-current term. Fees set forth in an executed Order Form shall not be increased during the initial term of such Order Form except as expressly stated therein.

11.8 Records and Audit. Customer shall maintain accurate records sufficient to verify its compliance with the usage-based Fees and quantity limitations set forth in any applicable Order Form. Upon Exact Match's reasonable request and not more than once per twelve (12) month period, Customer shall provide Exact Match with a written certification of such usage. If an audit or certification reveals underpayment, Customer shall promptly pay the underpaid amounts together with interest as provided in Section 11.4.

12. Privacy and Security

12.1 Privacy Policy; Consumer Privacy Rights Notice. Exact Match's collection, use, and disclosure of personal information in connection with the Services is described in its privacy policy, available at the URL designated by Exact Match from time to time (the "Privacy Policy"). Exact Match may also make available a consumer privacy rights notice describing consumer rights, request procedures, opt-out rights, deletion rights, appeal rights, and related state privacy rights (the "Consumer Privacy Rights Notice").

12.2 Security Safeguards. Exact Match shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data within its possession or control. Such safeguards shall include, at a minimum, encryption of Customer Data in transit over public networks, logical access controls, role-based authentication, audit logging of administrative actions, vulnerability management, and personnel confidentiality obligations. Exact Match may update its security practices from time to time, provided that any such update shall not materially diminish the overall level of protection afforded to Customer Data during the applicable subscription term.

12.3 Data Processing Addendum. To the extent Customer's use of the Services involves processing Personal Data subject to a data processing addendum executed by the parties or incorporated into an Order Form (the "DPA"), the DPA shall govern and shall control over these Terms with respect to such processing.

12.4 Security Incidents. Exact Match shall notify Customer without undue delay after becoming aware of a confirmed unauthorized acquisition, access, use, or disclosure of Customer Data within Exact Match's control that compromises the security or confidentiality of such Customer Data. Exact Match's notification of, or response to, any such incident shall not be construed as an acknowledgment of fault or liability.

12.5 Vulnerability Reporting; No Unauthorized Testing. Customer shall promptly report to Exact Match any suspected vulnerability, security weakness, credential compromise, unauthorized access, misuse of the Services, or other security concern involving the Services, Output, API, MCP Interface, Customer Agents, or downstream access. Customer shall not conduct penetration testing, vulnerability scanning, load testing, security testing, or similar testing of the Services or Exact Match systems without Exact Match's prior written authorization. Exact Match may, in its discretion, establish a coordinated vulnerability disclosure process or other reporting procedure, and Customer shall comply with any such process or procedure made available by Exact Match.

13. Intellectual Property Rights

13.1 Ownership by Exact Match. As between the parties, Exact Match and its licensors own and shall retain all right, title, and interest in and to the Services, the Software, the API, the MCP, the Documentation, and all underlying technology, models, algorithms, workflows, templates, prompts, configurations, user interfaces, designs, know-how, methodologies, and processes used to provide the foregoing, together with all modifications, enhancements, derivative works, and improvements thereto, and all patents, copyrights, trademarks, trade secrets, and other intellectual property and proprietary rights therein and thereto (collectively, the "Exact Match IP"). No rights are granted to Customer with respect to the Exact Match IP other than the limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable subscription term solely for Customer's internal business purposes and any downstream use permitted under the applicable Order Form or a separately signed written agreement with Exact Match, and strictly in accordance with these Terms, the applicable Order Form, the Documentation, and the Acceptable Use Policy.

13.2 Reservation of Rights. All rights not expressly granted to Customer in these Terms or an Order Form are reserved by Exact Match and its licensors. No license, immunity, or other right is granted by implication, estoppel, exhaustion, or otherwise. Customer acknowledges that the Services are licensed and made available on a subscription basis, not sold, and that Customer acquires no ownership interest in the Services, the Software, the Documentation, or any Exact Match IP by virtue of these Terms or its or any User's use of the Services.

13.3 Trademarks. "Exact Match," the Exact Match logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Exact Match or its affiliates. Customer shall not use such trademarks without the prior written permission of Exact Match, except as expressly permitted under these Terms.

13.4 Feedback. Customer may, but is not obligated to, provide Exact Match with suggestions, comments, ideas, recommendations, enhancement requests, corrections, or other feedback relating to the Services, the Software, the API, the MCP, the Documentation, or any Exact Match IP (collectively, "Feedback"). Customer hereby irrevocably assigns to Exact Match all right, title, and interest in and to all Feedback, including all intellectual property rights therein, and to the extent any such rights cannot be assigned by operation of law, Customer hereby grants Exact Match a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, distribute, create derivative works of, publicly display, publicly perform, and otherwise exploit such Feedback for any purpose, without attribution, compensation, or accounting to Customer. Customer represents and warrants that it has the right to provide Feedback on the foregoing terms and that Feedback does not include any Confidential Information of Customer or any third party that Customer is not authorized to disclose.

13.5 Restrictions on Exact Match IP. Customer shall not, and shall not permit any User to: (a) copy, modify, translate, or create derivative works of the Services, the Software, the API, the MCP, or the Documentation; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, models, algorithms, structure, or organization of the Services or Software, except to the limited extent applicable law expressly permits despite this limitation; (c) remove, obscure, or alter any proprietary notices or labels; (d) sell, resell, rent, lease, sublicense, distribute, syndicate, broker, time-share, or otherwise make the Services available to any third party, except to the extent permitted under the applicable Order Form or a separately signed written agreement with Exact Match; or (e) use the Services or any Exact Match IP to develop, train, or improve any competing product, service, or model. The foregoing restrictions are in addition to, and do not limit, the restrictions set forth in the Acceptable Use Policy and Section 8 (API and MCP Restrictions).

13.6 Third-Party Materials. The Services may incorporate or interoperate with third-party software, services, data, or materials ("Third-Party Materials"). Third-Party Materials are the property of their respective owners and may be subject to separate terms and conditions. Exact Match makes no representations or warranties regarding any Third-Party Materials, and Customer's use of Third-Party Materials is at Customer's own risk.

14. Confidentiality

14.1 Definition. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with these Terms or any Order Form, whether disclosed orally, in writing, electronically, or by inspection, that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data. Confidential Information of Exact Match includes the Services, Software, APIs, MCP interfaces, Documentation, Output methodologies, non-public technical information, security information, non-public pricing, product roadmaps, and the terms of any Order Form or other non-public agreement between the parties.

14.2 Obligations. The Receiving Party shall: (a) use the Confidential Information of the Disclosing Party solely to exercise its rights and perform its obligations under these Terms; (b) protect the Confidential Information of the Disclosing Party using at least the same degree of care it uses to protect its own confidential information of like kind, and in no event less than a reasonable degree of care; and (c) not disclose the Confidential Information of the Disclosing Party to any third party except as expressly permitted in these Terms.

14.3 Permitted Disclosures. The Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, contractors, agents, advisors, and Affiliates who have a need to know such Confidential Information for purposes consistent with these Terms and who are bound by written or professional obligations of confidentiality at least as protective as those set forth herein. The Receiving Party shall be responsible for any breach of this Section 14 by such persons.

14.4 Exclusions. The obligations in this Section 14 shall not apply to information that the Receiving Party can demonstrate by competent evidence: (a) was rightfully in its possession without obligation of confidentiality prior to receipt from the Disclosing Party; (b) is or becomes publicly available through no fault or breach of the Receiving Party; (c) is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.

14.5 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation, subpoena, court order, or other valid legal process, provided that the Receiving Party (a) gives the Disclosing Party prompt prior written notice of such required disclosure to the extent legally permitted, (b) reasonably cooperates, at the Disclosing Party's expense, with the Disclosing Party's efforts to obtain a protective order or other appropriate remedy, and (c) discloses only that portion of the Confidential Information that is legally required to be disclosed.

14.6 Equitable Relief. The Receiving Party acknowledges that any unauthorized use or disclosure of the Disclosing Party's Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity, without the requirement to post bond or prove actual damages.

14.7 Return or Destruction. Upon expiration or termination of these Terms, or upon the Disclosing Party's earlier written request, the Receiving Party shall promptly return or, at the Disclosing Party's election, destroy all Confidential Information of the Disclosing Party in its possession or control, and upon request shall certify in writing that it has done so. The Receiving Party may retain Confidential Information (a) contained in routine system backups maintained in the ordinary course of business, (b) required to be retained by applicable law or regulation, or (c) reasonably necessary to enforce its rights or comply with its obligations under these Terms, in each case subject to the continuing confidentiality obligations of this Section 14.

14.8 Duration. The obligations set forth in this Section 14 shall commence upon disclosure of the Confidential Information and shall continue for a period of five (5) years following expiration or termination of these Terms; provided, however, that with respect to Confidential Information that constitutes a trade secret under applicable law, and with respect to Customer Data, the obligations of this Section 14 shall continue for so long as such information remains a trade secret or, in the case of Customer Data, in accordance with Section 9.

14.9 No License. Except as expressly set forth in these Terms, no license or other right, by implication, estoppel, or otherwise, is granted by the Disclosing Party to the Receiving Party under any Confidential Information or any intellectual property rights related thereto.

15. Suspension

15.1 Suspension Rights. Exact Match may suspend, throttle, or restrict Customer's, any User's, any downstream access, or any specific account's access to or use of the Services or Output, in whole or in part, immediately and without prior notice where Exact Match reasonably determines that: (a) such access or use creates or facilitates a material security risk, vulnerability, intrusion, denial-of-service condition, malware, or comparable threat; (b) continued provision of the Services would violate, or cause Exact Match to violate, applicable law, a court order, governmental directive, or third-party right; (c) Customer has failed to pay any undisputed fees when due and such failure has continued for more than ten (10) days after written notice of non-payment; (d) Customer or any User has violated, or Exact Match reasonably believes that Customer or any User has violated, the Acceptable Use Policy, the API and MCP Restrictions, or any other use restriction in these Terms or an applicable Order Form; or (e) suspension is necessary to prevent material harm to Exact Match, the Services, other customers, or any third party.

15.2 Notice of Suspension. Except where Exact Match reasonably determines that immediate suspension is required to address a security, legal, or other exigent risk, Exact Match shall use commercially reasonable efforts to provide Customer with advance notice of any suspension and an opportunity to cure the underlying condition. Where advance notice is not practicable, Exact Match shall provide notice of the suspension as soon as reasonably practicable after suspension is effected. Notices under this Section 15 may be delivered by email to the administrative or billing contact on file for Customer or through the Services, and shall be effective upon transmission.

15.3 Scope of Suspension. Suspensions under this Section 15 may apply to all or any portion of the Services, including specific accounts, Users, downstream access, API or MCP credentials, integrations, environments, datasets, Output, or features, as Exact Match determines is reasonably necessary to address the underlying condition. Exact Match shall use commercially reasonable efforts to limit the scope and duration of any suspension accordingly.

15.4 Customer Cooperation. Customer shall cooperate in good faith with Exact Match in investigating and remediating any condition giving rise to a suspension, including by promptly providing requested information, preserving and producing relevant logs and records, ceasing the offending conduct, disabling compromised credentials, removing offending Customer Data or Output, suspending downstream access, and implementing reasonable remedial measures.

15.5 Reinstatement. Exact Match shall promptly restore Customer's access to the affected Services after the condition giving rise to the suspension has been resolved to Exact Match's reasonable satisfaction, including, in the case of suspension for non-payment, upon Customer's payment in full of all undisputed past-due amounts, together with any applicable late charges and interest. Exact Match may condition reinstatement on Customer's implementation of additional security, technical, or operational safeguards reasonably designed to prevent recurrence.

15.6 Effect of Suspension. A suspension under this Section 15 shall not (a) relieve Customer of its obligation to pay fees accrued or payable under any Order Form for the suspended period, except to the extent the suspension was caused solely by Exact Match's material breach of these Terms; (b) extend the term of any Order Form; or (c) constitute a termination of these Terms or any Order Form. Exact Match's exercise of its suspension rights under this Section 15 is in addition to, and not in lieu of, any other rights or remedies available to Exact Match under these Terms, any Order Form, or applicable law, including the right to terminate as set forth in Section 16 (Term and Termination).

15.7 No Liability for Suspension. Subject to Exact Match's compliance with this Section 15, Exact Match shall have no liability to Customer, any Authorized User, or any third party for any suspension, throttling, or restriction of access effected in accordance with this Section 15.

16. Term and Termination

16.1 Term. These Terms commence on the earlier of (a) the Effective Date set forth in the first Order Form executed by the parties, or (b) the date on which Customer first accesses or uses the Services, and shall continue in effect until terminated in accordance with this Section 16. Each Order Form shall have the subscription term set forth therein (the "Subscription Term"). Unless otherwise specified in the applicable Order Form, each Subscription Term shall automatically renew for successive renewal periods of equal length to the then-current Subscription Term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

16.2 Termination for Cause. Either party may terminate these Terms or any Order Form for cause upon written notice to the other party if: (a) the other party materially breaches these Terms or any Order Form and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail, provided that no cure period shall apply to breaches of Sections 7 (Acceptable Use Policy), 8 (API and MCP Restrictions), 9 (Customer Data) (with respect to Customer warranties), 13 (Intellectual Property Rights), or 14 (Confidentiality); or (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law that is not dismissed within sixty (60) days.

16.3 Termination by Exact Match. In addition to its other rights hereunder, Exact Match may terminate these Terms or any Order Form immediately upon written notice if (a) Customer fails to pay any undisputed amount when due and such failure continues for ten (10) days following written notice; (b) Customer's continued use of the Services would, in Exact Match's reasonable judgment, expose Exact Match to legal, regulatory, or security risk; or (c) required by applicable law, court order, or governmental authority.

16.4 Termination of Trial Access. Notwithstanding any other provision of this Section 16, Exact Match may suspend, modify, or terminate any Trial Access, or Customer's access thereto, at any time, with or without cause and with or without notice, without liability to Customer.

16.5 Termination for Convenience. Except as expressly set forth in an Order Form, neither party may terminate an Order Form for convenience prior to the end of the then-current Subscription Term. Customer may elect not to renew an Order Form by providing the non-renewal notice described in Section 16.1. Exact Match may terminate Trial Access for convenience at any time upon notice to Customer.

16.6 Effects of Termination. Upon any expiration or termination of these Terms or an Order Form: (a) all rights and licenses granted to Customer under the terminated Terms or Order Form shall immediately cease, and Customer shall cease, and shall cause all Users to cease, all access to and use of the Services, Software, Documentation, APIs, MCP interfaces, and Output affected by the termination; (b) Customer shall pay all fees accrued or payable through the effective date of termination, and, in the case of termination by Customer for convenience (where permitted) or by Exact Match for cause, all fees for the remainder of the then-current Subscription Term shall accelerate and become immediately due and payable; (c) each party shall, at the other party's request, return or destroy the other party's Confidential Information in its possession or control, subject to legal retention obligations and routine backup practices; and (d) Customer may request the return or deletion of Customer Data in accordance with Section 9, provided that any such request must be made within thirty (30) days following the effective date of termination, after which Exact Match shall have no obligation to retain Customer Data and may delete it in the ordinary course.

16.7 No Refunds. Except as expressly provided in these Terms or an applicable Order Form, all fees paid are non-refundable and no refunds or credits shall be issued upon termination or expiration.

16.8 Survival. The following provisions shall survive any expiration or termination of these Terms: Section 2 (Definitions), Section 3 (Direct and Downstream Use), Section 6 (Trial Access, Beta Services, and Free Access) with respect to disclaimers and Customer obligations, Section 9 (Customer Data) with respect to deletion and warranties, Section 10 (Output) with respect to ownership and limitations, Section 11 (Fees, Invoicing, and Taxes) with respect to amounts accrued prior to termination, Section 13 (Intellectual Property Rights), Section 14 (Confidentiality), Section 16.6 and Section 16.7, Section 18 (Disclaimers), Section 19 (Indemnification), Section 20 (Limitation of Liability), Section 21 (Governing Law and Venue), Section 22 (Dispute Resolution), Section 23 (Notices), and Section 29 (Miscellaneous), together with any other provision that by its nature is intended to survive.

17. Representations and Warranties

17.1 Mutual Representations and Warranties. Each party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation; (b) it has full corporate power and authority to enter into these Terms and any applicable Order Form and to perform its obligations hereunder; (c) the execution, delivery, and performance of these Terms and any Order Form have been duly authorized by all necessary corporate action and do not and will not conflict with or result in a breach of any agreement, instrument, judgment, order, or applicable law to which it is a party or by which it is bound; and (d) when accepted, these Terms constitute a legal, valid, and binding obligation enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally.

17.2 Customer Representations and Warranties. Customer represents, warrants, and covenants to Exact Match that, at all times during the term of these Terms and any Order Form, Customer and all Users:

1. will access and use the Services, the Software, the API, the MCP, the Documentation, and any Output solely in accordance with these Terms, the applicable Order Form, the Acceptable Use Policy, the Documentation, and all applicable laws, rules, and regulations;
2. Customer has and will maintain all rights, consents, permissions, licenses, and authorizations necessary (i) to provide, upload, submit, transmit, or otherwise make available all Customer Data to Exact Match, (ii) to grant the licenses to Customer Data set forth in these Terms, and (iii) for Exact Match and its sub-processors to host, process, transmit, store, and otherwise use Customer Data as contemplated by these Terms and the applicable Order Form, in each case without violating any third-party right (including any intellectual property, privacy, publicity, or contractual right) or any applicable law;
3. Customer Data and Exact Match's permitted use of Customer Data in accordance with these Terms, does not and will not (i) infringe, misappropriate, or otherwise violate any intellectual property right, privacy right, publicity right, or other right of any third party, (ii) violate any applicable law, rule, or regulation, including those governing privacy, data protection, marketing communications, telemarketing, electronic mail, consumer protection, and unfair or deceptive trade practices, or (iii) contain any material that is unlawful, defamatory, obscene, harassing, or otherwise prohibited by the Acceptable Use Policy;
4. Customer has provided, and will provide, all notices to, and has obtained, and will obtain, all consents and authorizations from, individuals and other third parties as required by applicable law in connection with the collection, use, disclosure, and transfer of Customer Data to Exact Match and the processing thereof in connection with the Services;
5. will not use the Services, the Software, the API, the MCP, the Documentation, or any Output (i) to develop, train, fine-tune, evaluate, or improve any product, service, model, or offering that competes with the Services, (ii) for any high-risk activity in which failure or inaccuracy could lead to death, personal injury, or severe environmental or property damage, or (iii) for any purpose prohibited by these Terms or applicable law;
6. Customer is not, and is not acting on behalf of any person or entity that is, (i) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive economic sanctions administered by the U.S. Government or other applicable authority, or (ii) identified on any restricted-party list maintained by the U.S. Government, the United Nations, the European Union, the United Kingdom, or other applicable authority; and
7. Customer's and each User's review, validation, deployment, and use of any Output, and any decisions made by Customer, any User, or any third party in reliance thereon, are the sole responsibility of Customer, and Customer will not represent, or permit any User to represent, any Output as having been generated solely by a human or in a manner that is misleading or deceptive.

17.3 Exact Match Limited Warranty. Exact Match represents and warrants that the Services, when used by Customer in accordance with these Terms, the applicable Order Form, and the Documentation, will materially conform to the Documentation. Customer's sole and exclusive remedy, and Exact Match's sole and exclusive obligation, for any breach of the foregoing warranty shall be, at Exact Match's option and expense, to (a) use commercially reasonable efforts to correct or re-perform the non-conforming Services, or (b) if Exact Match determines that the foregoing remedy is not commercially reasonable, terminate the affected Services and refund any prepaid, unused fees attributable to the non-conforming portion of the Services. To be eligible for this remedy, Customer must notify Exact Match in writing of the alleged non-conformity within thirty (30) days after the date on which the non-conformity first occurred, with sufficient detail to enable Exact Match to reproduce and verify the issue.

17.4 Exclusions. The warranty set forth in Section 17.3 shall not apply to, and Exact Match shall have no liability with respect to, any non-conformity arising out of or relating to: (a) Trial Access, which is provided strictly on an "AS IS" and "AS AVAILABLE" basis as set forth in Section 6; (b) use of the Services other than in accordance with these Terms, the applicable Order Form, or the Documentation; (c) Customer Data, third-party products or services, or any modifications to the Services not made by or on behalf of Exact Match; (d) Customer's or any User's negligence, misuse, or unauthorized use of the Services; or (e) any force majeure event or other cause outside Exact Match's reasonable control.

17.5 No Other Warranties. Except for the express representations and warranties set forth in this Section 17, and subject to the disclaimers set forth in Section 18, neither party makes, and each party expressly disclaims, any other representations, warranties, or conditions of any kind, whether express, implied, statutory, or otherwise.

18. Disclaimers

18.1 Disclaimer of Implied Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 17 (REPRESENTATIONS AND WARRANTIES), THE SERVICES, SOFTWARE, API, MCP INTERFACES, DOCUMENTATION, AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND EXACT MATCH MARKETING, ON BEHALF OF ITSELF AND ITS LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

18.2 No Warranty of Uninterrupted or Error-Free Operation. Exact Match does not warrant that the Services, Software, API, or MCP interfaces will operate uninterrupted, secure, free from delay, error-free, or in combination with any specific hardware, software, system, data, or third-party service, that defects will be corrected, or that the Services or the servers, networks, or systems that make the Services available are free of viruses or other harmful components. Customer acknowledges that internet-based services are inherently subject to outages, latency, and disruptions outside Exact Match's reasonable control.

18.3 Output Disclaimer. Output may be probabilistic, generative, or algorithmically derived and may be inaccurate, incomplete, outdated, biased, offensive, non-unique, or otherwise unsuitable for Customer's intended use. Exact Match makes no representation or warranty regarding any Output, and Customer is solely responsible for evaluating, validating, and determining the appropriateness of Output before relying upon, publishing, distributing, or otherwise using it.

18.4 Third-Party Materials and Integrations. The Services may interoperate with, link to, or include materials, data, models, or services provided by third parties. Exact Match does not control and is not responsible for any such third-party materials or services, and disclaims all warranties and liability arising from or relating to them. Customer's use of any third-party materials or services is at Customer's sole risk and may be subject to additional terms imposed by the applicable third party.

18.5 Trial Access. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, TRIAL ACCESS IS PROVIDED STRICTLY "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT ANY WARRANTY, INDEMNITY, SERVICE LEVEL, AVAILABILITY, UPTIME, SUPPORT, SECURITY, OR PERFORMANCE COMMITMENT OF ANY KIND BY EXACT MATCH MARKETING. Trial Access may be modified, suspended, withdrawn, or discontinued at any time without notice and may not be used for production, commercial, or mission-critical purposes unless expressly authorized in writing by Exact Match. All Customer obligations under these Terms continue to apply with respect to Trial Access.

18.6 Customer Responsibility. Customer is solely responsible for determining whether the Services are appropriate for Customer's intended purposes and for compliance with all laws, regulations, and contractual obligations applicable to Customer's use of the Services and Output. The Services are not designed, intended, or authorized for use in any application or environment in which the failure of the Services could lead to death, personal injury, or severe physical, environmental, financial, or property damage, and Exact Match disclaims any express or implied warranty of fitness for any such use.

18.7 Jurisdictional Limitations. Some jurisdictions do not allow the exclusion of certain warranties or limitations on implied warranties. To the extent any such warranty cannot be disclaimed under applicable law, the scope and duration of such warranty shall be the minimum permitted under such law. The disclaimers in this Section 18 apply to the maximum extent permitted by applicable law and shall survive any termination or expiration of these Terms.

19. Indemnification

19.1 Customer Indemnification Obligation. Customer shall defend, indemnify, and hold harmless Exact Match, its affiliates, and their respective officers, directors, employees, agents, contractors, successors, and assigns (collectively, the "Exact Match Indemnitees") from and against any and all third-party claims, demands, actions, suits, investigations, or proceedings (each, a "Claim"), and pay any damages, liabilities, settlements, fines, penalties, judgments, costs, and expenses (including reasonable attorneys' fees and court costs) finally awarded against an Exact Match Indemnitee or agreed in settlement, to the extent arising out of or relating to: (a) Customer Data, including User Inputs, or Exact Match's authorized hosting, processing, transmission, storage, or use thereof in accordance with these Terms, including any allegation that such Customer Data infringes, misappropriates, or violates any intellectual property right, privacy right, publicity right, or other right of any third party, or violates any applicable law; (b) Customer's or any User's use of, reliance on, publication of, distribution of, downstream provision of, or other action or omission with respect to any Output; (c) any breach or alleged breach by Customer or any User of the Acceptable Use Policy, the API and MCP restrictions, or any other use restriction set forth in these Terms or any Order Form; (d) any violation or alleged violation by Customer or any User of applicable law, regulation, or third-party right in connection with the Services; (e) Customer's products, services, business, operations, downstream offerings, or commercial relationships, including any combination of the Services or Output with Customer's or any third party's products, services, data, or systems not provided by Exact Match; and (f) any negligence, willful misconduct, or fraud by Customer or any User.

19.2 Application to Trial Access. The indemnification obligations set forth in this Section 19 apply in full to Customer's and each User's access to and use of any Trial Access, notwithstanding the absence of any reciprocal indemnification, service-level, availability, or other commitment by Exact Match with respect to such Trial Access.

19.3 Indemnification Procedure. As a condition to Customer's indemnification obligations under this Section 19, Exact Match shall: (a) promptly notify Customer in writing of the Claim, provided that any failure or delay in providing such notice shall not relieve Customer of its obligations under this Section 19 except to the extent Customer is materially prejudiced by such failure or delay; (b) grant Customer sole control over the defense and settlement of the Claim, provided that Customer shall not enter into any settlement that (i) imposes any liability, obligation, restriction, or admission of fault on any Exact Match Indemnitee, (ii) requires any payment by an Exact Match Indemnitee, or (iii) does not include an unconditional release of the Exact Match Indemnitees from all liability arising out of the Claim, in each case without the prior written consent of Exact Match; and (c) provide Customer, at Customer's expense, with reasonable cooperation and assistance in the defense of the Claim. Exact Match may participate in the defense of any Claim with counsel of its own choosing at its own expense.

19.4 No Limitation. The remedies set forth in this Section 19 are in addition to, and not in lieu of, any other remedies available to Exact Match at law or in equity. Customer's indemnification obligations under this Section 19, including with respect to any User or downstream access, are not subject to the limitations of liability set forth in Section 20.

19.5 Exact Match Indemnification. Exact Match shall defend Customer from and against any third-party Claim alleging that the Services, as provided by Exact Match and used by Customer in accordance with these Terms, directly infringe a United States patent, copyright, or trademark, or misappropriate a trade secret, and shall pay damages and reasonable attorneys' fees finally awarded against Customer in such Claim or agreed in settlement by Exact Match. Exact Match shall also indemnify Customer for third-party Claims to the extent arising from Exact Match's material breach of Section 14 (Confidentiality) or Exact Match's material breach of its security obligations under Section 12 resulting in unauthorized acquisition, access, use, or disclosure of Customer Data within Exact Match's control. Exact Match shall have no obligation under this Section 19.5 to the extent a Claim arises from Customer Data, User Inputs, Output, Customer's or any User's use of the Services or Output in breach of the Agreement, modifications not made by Exact Match, combinations with products, services, data, or systems not provided by Exact Match, Trial Access, or Customer's failure to use an update or workaround made available by Exact Match. If the Services become, or in Exact Match's reasonable opinion are likely to become, the subject of an infringement Claim, Exact Match may procure the right for Customer to continue using the affected Services, modify or replace the affected Services so they are non-infringing, or terminate the affected Services and refund prepaid, unused Fees for the terminated portion of the affected Services.

20. Limitation of Liability

20.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EXACT MATCH MARKETING, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER FORM, OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT EXACT MATCH MARKETING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2 Aggregate Cap on Direct Damages. SUBJECT TO SECTION 20.4, THE TOTAL CUMULATIVE LIABILITY OF EXACT MATCH MARKETING AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS, ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER FORM, OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO EXACT MATCH MARKETING UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. MULTIPLE CLAIMS SHALL NOT ENLARGE THIS CAP.

20.3 Trial Access. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, THE TOTAL CUMULATIVE LIABILITY OF EXACT MATCH MARKETING AND ITS AFFILIATES ARISING OUT OF OR RELATING TO TRIAL ACCESS SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100.00) IN THE AGGREGATE. CUSTOMER ACKNOWLEDGES THAT TRIAL ACCESS IS PROVIDED WITHOUT INDEMNIFICATION OR SERVICE-LEVEL OR AVAILABILITY COMMITMENTS AND ON AN "AS IS" BASIS AS SET FORTH IN SECTION 6.

20.4 Exclusions from Standard Cap. The limitations and exclusions set forth in Sections 20.1 and 20.2 shall not apply to: (a) Customer's payment obligations under any Order Form, including amounts due for Services rendered and applicable taxes; (b) Customer's indemnification obligations under Section 19; (c) Customer's breach of Section 3 (Direct and Downstream Use), Section 7 (Acceptable Use Policy), Section 8 (API and MCP Restrictions), Section 9 (Customer Data warranties), or Section 14 (Confidentiality), other than with respect to Confidential Information consisting of Customer Data, which shall remain subject to the cap in Section 20.2; (d) Customer's infringement or misappropriation of Exact Match's intellectual property rights; (e) Customer's violation of Section 26 (Export and Data Transfer Compliance); (f) Exact Match's indemnification obligations under Section 19.5 and Exact Match's liability for data loss, corruption, or unauthorized acquisition, access, use, or disclosure of Customer Data caused by Exact Match's material breach of Section 12 or Section 14, which shall be subject to the super cap in Section 20.5; or (g) any liability that cannot be limited or excluded under applicable law.

20.5 Super Cap for Exact Match Covered Claims. Exact Match's total cumulative liability for its indemnification obligations under Section 19.5 and for data loss, corruption, or unauthorized acquisition, access, use, or disclosure of Customer Data caused by Exact Match's material breach of Section 12 or Section 14 shall not exceed two (2) times the total Fees actually paid or payable by Customer to Exact Match under the applicable Order Form during the twelve (12) months immediately preceding the first event giving rise to liability. This Section 20.5 does not limit any liability that cannot be limited or excluded under applicable law.

20.6 Allocation of Risk. Customer acknowledges and agrees that the fees charged by Exact Match for the Services reflect, and Exact Match's willingness to provide the Services is conditioned upon, the allocation of risk set forth in this Section 20, and that the limitations and exclusions in this Section 20 form an essential basis of the bargain between the parties and shall apply notwithstanding the failure of essential purpose of any limited remedy.

20.7 Time Limitation on Claims. Except for claims arising from Customer's payment obligations or Customer's infringement or misappropriation of Exact Match's intellectual property rights, no action arising out of or relating to these Terms or the Services may be brought by either party more than one (1) year after the cause of action first accrued.

21. Governing Law and Venue

21.1 Governing Law. These Terms, each Order Form, and any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between the parties (whether sounding in contract, tort, statute, or otherwise) shall be governed by, and construed and enforced in accordance with, the laws of the State of Ohio, without regard to its conflict of laws principles or rules that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (as enacted in any jurisdiction) shall not apply to these Terms or any Order Form.

21.2 Exclusive Venue. Subject to Section 22 (Dispute Resolution), the parties agree that any action, suit, or proceeding arising out of or relating to these Terms, any Order Form, or the Services shall be brought exclusively in the state courts located in Franklin County, Ohio, or the United States District Court for the Southern District of Ohio, and each party irrevocably submits to the exclusive jurisdiction of such courts. Each party waives any objection to the laying of venue in such courts and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.

21.3 Equitable Relief. Notwithstanding Section 21.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or to enforce the Authorized Use Policy, without first complying with any informal dispute resolution procedures.

21.4 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER FORM, THE SERVICES, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED OF THE OPPORTUNITY TO CONSULT WITH COUNSEL OF ITS CHOICE WITH RESPECT TO THIS WAIVER AND THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THESE TERMS.

21.5 Class Action Waiver. To the fullest extent permitted by applicable law, each party agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

22. Dispute Resolution

Informal Resolution. Before initiating a formal proceeding, each party will use good-faith, commercially reasonable efforts to escalate any dispute, claim, controversy, or disagreement arising out of or relating to these Terms, any Order Form, or the Services to appropriate internal business or legal contacts and to seek a reasonable business resolution, except that either party may seek injunctive, equitable, or other provisional relief at any time where necessary to protect intellectual property rights, Confidential Information, security, data, the Services, or compliance with the Acceptable Use Policy.

23. Notices

23.1 Notices. Legal notices under these Terms must be in writing and delivered by hand, nationally recognized overnight courier, certified or registered mail, or, for notices to Exact Match other than notices of breach, termination, indemnification, or dispute, by email to the legal email address designated below. Notices are effective upon receipt if delivered by hand, one (1) business day after deposit with an overnight courier, three (3) business days after deposit in the U.S. mail, or upon confirmation of transmission if permitted by email. Routine operational, billing, support, and product communications may be delivered by email, in-product messaging, or posting to the Exact Match website or customer portal.

23.2 Notice Addresses. Notices to Exact Match shall be sent to:

Notices to Customer shall be sent to the postal or electronic mail address identified by Customer in the applicable Order Form or Customer's account profile. Customer is responsible for keeping its contact information current.

24. Force Majeure

Neither party shall be liable for any delay or failure in performance, other than Customer's payment obligations, to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, public health emergencies, war, terrorism, civil unrest, governmental action, labor disruptions, power or internet failures, third-party hosting or network failures, denial-of-service attacks, or similar events. The affected party shall use commercially reasonable efforts to mitigate the effects of the event and resume performance. If a force majeure event prevents performance of material obligations for more than sixty (60) days, the other party may terminate the affected Order Form upon written notice, and Customer shall remain obligated to pay all fees accrued through termination.

25. Assignment

25.1 Assignment by Customer. Customer shall not assign, delegate, sublicense, transfer, or otherwise dispose of these Terms or any Order Form, in whole or in part, whether voluntarily, involuntarily, by operation of law, by merger, consolidation, change of control, sale of substantially all assets, or otherwise, without the prior written consent of Exact Match, which consent may be granted, withheld, or conditioned in Exact Match's sole discretion. For purposes of this Section 25, any direct or indirect change of control of Customer shall be deemed an assignment requiring such prior written consent. Any purported assignment, delegation, or transfer in violation of this Section 25 shall be null and void ab initio and shall constitute a material breach of these Terms.

25.2 Assignment by Exact Match. Exact Match may, without the consent of Customer and without prior notice, assign, delegate, or transfer these Terms, any Order Form, or any of its rights or obligations hereunder, in whole or in part, to (a) any affiliate of Exact Match, or (b) any successor in interest in connection with a merger, acquisition, consolidation, reorganization, change of control, sale of all or substantially all of its assets, equity financing, or similar corporate transaction.

25.3 Successors and Assigns. Subject to the restrictions set forth in this Section 25, these Terms and each Order Form shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. No assignment shall relieve the assigning party of any obligation or liability accrued under these Terms or any Order Form prior to the effective date of such assignment.

26. Export and Data Transfer Compliance

26.1 Compliance Obligations. Customer shall comply with all applicable export control, sanctions, restricted-party, data-transfer, and national-security laws and regulations in connection with its access to and use of the Services and Output, including U.S. sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control, applicable U.S. export control laws, and laws restricting access to or transfer of bulk sensitive personal data or government-related data to countries of concern or covered persons (collectively, "Export and Data Transfer Laws").

26.2 Restricted Parties and Jurisdictions. Customer represents, warrants, and covenants that Customer and its Users are not, and will not make the Services or Output available to, any individual, entity, country, territory, or person that is the target of applicable sanctions, export restrictions, restricted-party rules, or Export and Data Transfer Laws, including any country of concern, covered person, restricted party, or comprehensively sanctioned jurisdiction designated by applicable law.

26.3 Prohibited Transfers and Uses. Customer shall not, and shall not permit any User to, directly or indirectly, export, re-export, transfer, release, disclose, provide access to, or otherwise make available the Services or Output (a) to or for the benefit of any person or destination prohibited by Export and Data Transfer Laws; (b) in a manner that would constitute a prohibited or restricted transfer of bulk sensitive personal data, covered personal identifiers, precise geolocation data, personal health data, personal financial data, biometric identifiers, or government-related data; (c) for any prohibited military, intelligence, weapons, surveillance, or national-security end use; or (d) in any manner that would cause Exact Match or its Affiliates to violate applicable law.

26.4 Customer Responsibility. Customer is solely responsible for determining whether its access to, use of, disclosure of, transfer of, or downstream provision of Services or Output requires any license, approval, authorization, registration, filing, due diligence, data compliance program, access control, audit, or recordkeeping measure under Export and Data Transfer Laws. Exact Match makes no representation that the Services or Output are appropriate or available for use in any particular location or for transfer to any particular person.

26.5 Cooperation; Remedies. Customer shall promptly notify Exact Match if Customer or any User becomes subject to a restricted-party designation, sanctions, export-control restriction, data-transfer restriction, or investigation relating to Export and Data Transfer Laws. Customer shall reasonably cooperate with Exact Match in connection with any compliance review, audit, governmental request, investigation, suspension, restriction, or termination relating to this Section 26. Any breach of this Section 26 is a material breach of these Terms.

27. Publicity

27.1 Customer Identification. Subject to Customer's reasonable written trademark usage guidelines provided in advance to Exact Match, Customer grants Exact Match a limited, non-exclusive, non-transferable, royalty-free license during the term of the applicable Order Form to use Customer's name, logo, and trademarks solely to identify Customer as a customer of Exact Match on Exact Match's website, in customer lists, and in sales, marketing, and investor materials. Customer may withdraw this license upon written notice, after which Exact Match shall cease new uses and remove Customer's marks from its website and customer lists within a commercially reasonable period, but need not recall, destroy, or modify materials already in print, distribution, or archival storage.

27.2 Case Studies; Press Releases. Exact Match shall not issue any press release, case study, customer success story, quotation, or testimonial that names or identifies Customer without Customer's prior written consent, which may be provided by email. Once approved, such materials may be reused in substantially the same form unless Customer revokes approval in writing.

28. Modifications to the Terms

28.1 Modifications. Exact Match may modify these Terms from time to time by posting updated Terms on its website, sending notice to the email address associated with Customer's account, or providing in-product notice. Unless a later date is stated in the notice, modifications will be effective fourteen (14) days after posting or notice, except that modifications required to address legal, regulatory, security, misuse, or operational concerns may become effective sooner. Exact Match will use commercially reasonable efforts to provide notice of material modifications that materially diminish Customer's rights or materially increase Customer's obligations under these Terms.

28.2 Acceptance; Termination Right. Customer's continued access to or use of the Site, Services, or Output after a modification becomes effective constitutes acceptance of the modified Terms. With respect to Services purchased under an active Order Form, if a modification materially diminishes Customer's rights or materially increases Customer's obligations during the then-current Subscription Term, Customer may terminate the affected Order Form by providing written notice to Exact Match within thirty (30) days after the modification notice, and Exact Match will refund any prepaid, unused Fees for the terminated portion of the affected Order Form. The foregoing termination right does not apply to modifications required by law, modifications to the Acceptable Use Policy, API and MCP Restrictions, security requirements, Trial Access, or modifications that Customer expressly accepts.

28.3 No Customer Modifications. No modification, amendment, waiver, purchase order, vendor onboarding form, click-through agreement, supplier code of conduct, or other Customer-issued document shall modify these Terms unless expressly signed by an authorized representative of Exact Match as an amendment to these Terms, subject to the precedence rules in Section 29.2 for separate written agreements between Customer and Exact Match.

29. Miscellaneous

29.1 Entire Agreement. These Terms, together with all Order Forms, the Acceptable Use Policy, any applicable data processing addendum, and any other documents expressly incorporated by reference, constitute the entire agreement between Exact Match and Customer with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, representations, understandings, and agreements, whether oral or written, with respect to such subject matter. Notwithstanding the foregoing, any applicable Order Form or separately signed written agreement between the parties governing reseller, agency, white-label, affiliate, referral, managed services, downstream use, or other indirect business relationships shall remain in effect in accordance with its terms and shall govern the matters addressed therein as set forth in Section 3 (Direct and Downstream Use), subject to the precedence rules in Section 29.2.

29.2 Order of Precedence. In the event of any conflict or inconsistency among the documents comprising the agreement between the parties, the order of precedence shall be: (a) any separately signed written agreement between Customer and Exact Match, solely with respect to the subject matter addressed therein; (b) the applicable Order Form, solely with respect to the Services ordered thereunder, any downstream rights expressly granted thereunder, and only to the extent such Order Form expressly references and modifies a specific provision of these Terms; (c) any data processing addendum, solely with respect to the processing of Personal Data; (d) these Terms; (e) the Acceptable Use Policy; and (f) the Documentation. Notwithstanding the foregoing, the Acceptable Use Policy applies to all access to and use of the Services and Output and controls with respect to acceptable-use restrictions, including in the event of any conflict with a separate written agreement, Order Form, data processing addendum, these Terms, or the Documentation, unless the Acceptable Use Policy expressly states otherwise.

29.3 Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if such modification is not possible, shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

29.4 No Waiver. No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party.

29.5 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

29.6 Independent Contractors. The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf.

29.7 Construction; Headings. The headings and captions in these Terms are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument.

29.8 Counterparts; Electronic Signatures. To the extent any Order Form or other document executed in connection with these Terms is signed in counterparts, each such counterpart shall be deemed an original, and all of which together shall constitute one and the same instrument. The parties agree that electronic signatures, including those delivered via DocuSign, Adobe Sign, click-through acceptance, or other electronic means, shall have the same legal effect as original handwritten signatures, and that delivery of a signed document by electronic transmission (including PDF or facsimile) shall constitute valid and effective delivery.

29.9 Survival. Any provision of these Terms that, by its nature or express terms, is intended to survive termination or expiration shall so survive, including the provisions identified in Section 16.8 and this Miscellaneous section.

29.10 Further Assurances. Each party shall, upon the reasonable request of the other party, execute such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of these Terms.

29.11 Interpretation of Currency. All references to dollar amounts in these Terms and any Order Form refer to lawful currency of the United States of America, unless expressly stated otherwise.