This Main Services Agreement (“Agreement”) is entered into between Hebbia, Inc. with a place of business at 233 Spring Street, New York, NY (“Company”) and the customer identified in the Order Form (“Customer”) as of the effective date set forth in the Order Form (“Effective Date”). This Agreement sets forth the terms and conditions under which Customer may use the Hebbia Platform and permits Customer to purchase the Hebbia Platform pursuant to Order Forms referencing this Agreement. Each party represents that the person accepting this Agreement has the authority to bind the party to this Agreement.

The parties agree as follows:

1. HEBBIA PLATFORM

1.1. Provision of Hebbia Platform. Customer and Authorized Users may access and use the Hebbia Platform in accordance with this Agreement and the Documentation. Hebbia will provide the Hebbia Platform in accordance with the Service Level Agreement described in Exhibit A (Service Level Agreement).

1.2. Technical Support. Hebbia will provide technical support as described in Exhibit B (Support Terms). Hebbia will not access or use Customer Materials to provide technical support without Customer’s documented consent.

1.3. Security. Hebbia will implement and maintain an industry-standard information security program with administrative, physical, and technical safeguards designed to protect the integrity of Customer Materials.

1.4. Changes. Hebbia may, at its discretion, change or update the Hebbia Platform from time to time. Hebbia will notify Customer in advance of changes to the Hebbia Platform that materially change their functionality.

2. CUSTOMER USE OF HEBBIA PLATFORM

2.1. Customer Administration. Customer is responsible for designating Administrators for its Hebbia Platform account, maintaining updated Administrator contact information, and managing access to Administrator accounts. Administrators may provision accounts for Authorized Users up to the maximum number set forth in an Order Form.

2.2. Customer Responsibilities. Customer is responsible for any use of the Hebbia Platform through its account, including all use of the Hebbia Platform by Customer’s Authorized Users. Customer is responsible for maintaining the confidentiality of account credentials used by Authorized Users to access the Hebbia Platform and preventing unauthorized use of the Hebbia Platform. Customer may not permit sharing of Authorized User accounts and passwords.

2.3. Compliance. Customer and Authorized Users may only use the Hebbia Platform in accordance with applicable laws and regulations, this Agreement, the Documentation, and the Acceptable Use Policy.

2.4. Customer Materials. Customer may upload Customer Materials for use on the Hebbia Platform. Customer represents and warrants (a) that it has the necessary rights, licenses, and permissions to provide the Customer Materials to Hebbia, (b) that the use of Customer Materials under this Agreement will not violate or infringe the rights of any third party. Customer will not submit any Customer Materials containing Restricted Information to the Hebbia Platform without Hebbia’s prior written approval.

2.5. Restrictions. Except as expressly permitted in this Agreement, Customer will not (and will not allow any Representative or third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Hebbia Platform, (b) modify or create derivative works based on the Hebbia Platform, © sell, resell, license, copy, rent, lease, distribute, time-share the Hebbia Platform or otherwise use the Hebbia Platform for the benefit of a third party, or (d) remove or alter proprietary notices from the Hebbia Platform.

2.6. Suspension. Hebbia may suspend customer or an Authorized User’s right to use the Hebbia Platform if (a) Customer or an Authorized User’s use of the Hebbia Platform poses a security risk, may violate the Acceptable Use Policy, or may adversely affect the Hebbia Platform, Hebbia’s systems and infrastructure, or a third party, or (b) Customer is in breach of this Agreement. Hebbia will use commercially reasonable efforts to provide prompt notice of a suspension and an opportunity to cure.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. Hebbia License. Subject to the terms and conditions of this Agreement, Hebbia grants Customer a limited, non-exclusive license for its Authorized Users to access and use the Hebbia Platform for Customer’s internal business purposes.

3.2. Customer License. Customer grants Hebbia a limited, non-exclusive license to use the Customer Materials to provide and support the Hebbia Platform. Hebbia may use the Customer Materials to improve machine learning models that are solely for use by Customer, but Hebbia may not license or otherwise make machine learning models improved with Customer Materials available for use by any third party.

3.3. Ownership. As between the Parties: (a) Customer owns all right, title, and interest in and to the Customer Materials, and (b) Hebbia owns all right, title, and interest in and to the Hebbia Technology. Except for the rights expressly granted by one party to the other in this Agreement, all rights are reserved by the granting party.

3.4. Suggestions. Customer may submit Suggestions to Hebbia. Hebbia may, in its discretion and for any purpose, (a) use, modify, and incorporate into Hebbia’s products and Hebbia Platform and (b) license or sublicense the Suggestions without obligation to Customer.

3.5. Hebbia Data. Hebbia may collect and create usage data about Customer’s use of the Hebbia Platform to provide the Hebbia Platform and manage Customer’s account, including calculating fees. Hebbia may collect and create usage data about Customer’s use of the Hebbia Platform, so long as the usage data is aggregated or de-identified, to improve the Hebbia Platform and create and distribute reports and materials about Hebbia’s products and Hebbia Platform. Hebbia will not identify Customer as a source of information for any report or material described in this Section without
Customer’s prior written approval.

3.6. Customer Marketing. Hebbia may use Customer’s name, logo, and marks on its website and in marketing materials.

4. FEES AND PAYMENT

4.1. Fees. Customer will pay Hebbia the fees for the Hebbia Platform based on the pricing plan set forth in the Order Form. All payments are due in U.S. dollars unless otherwise indicated on the Order Form or invoice. All fees paid are non-refundable except as set forth in this Agreement and not subject to set-off.

4.2. Invoicing & Payment. Hebbia will invoice Customer according to the terms of the Order Form. All invoices issued under this Agreement are due and payable according to the payment terms in the Order Form, if applicable, or within thirty (30) days from invoice send date. If the Customer requires the use of a purchase order or purchase order number, the Customer (a) must provide the purchase order number at the time of purchase and (b) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are void.

4.3. Disputes & Late Payments. Customer must dispute any invoiced fees within sixty (60) days of invoice send date. Past due amounts are subject to a finance charge of 1.5% per month (or the highest rate permitted by law). Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Hebbia in collecting past due amounts. If Customer’s fees are past due, after providing five (5) days prior notice, Hebbia may suspend the Hebbia Platform.

4.4. Taxes. Fees are exclusive of taxes imposed by government authorities (“Taxes”). Except for Taxes on Hebbia’s income, revenues, gross receipts, personnel, or assets, Customer will be solely responsible for all sales, service, value-added, use, excise, consumption and other Taxes on amounts payable by Customer under the Orders and this Agreement. Customer will pay the Taxes unless Customer provides Hebbia with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. TERM & TERMINATION

5.1. Agreement Term. The Agreement will remain in effect for the Term.

5.2. Order Terms. Unless otherwise set forth in an Order Form, the plan for the Hebbia Platform after the Initial Term will automatically renew for additional one (1) year Order Terms, unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the current Order Term. Hebbia may send a notice of different pricing at least forty-five (45) days in advance of the renewal.

5.3. Termination. Either party may terminate this Agreement if (a) the other party is in material breach of the Agreement and fails to cure that breach within ten (10) days after receipt of written notice, or (b) the other party ceases its business operations or becomes subject to insolvency proceedings. Hebbia may also terminate the Agreement if it has the right to suspend the Hebbia Platform under Section 2.6 or in order to comply with law or regulation.

5.4. Effect of Termination. If this Agreement expires or is terminated, then (a) any fees payable under an Order Form or for Hebbia Platform rendered will become immediately due to be paid, (b) the rights granted by one party to the other will cease immediately except as otherwise set forth in this Section, © Hebbia will delete Customer Materials within thirty (30) days after termination unless the parties otherwise agree in writing, and (d) the following Sections will survive: 3.2 (until Customer Materials) are deleted, 3.4, 3.5, 4, 5.4, 6, 7, 8, 9, 10, 11, and 12.

6. CONFIDENTIALITY

6.1. Definition of Confidential Information. “Confidential Information” means any business or technical information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) under this Agreement that is marked as confidential or would normally be considered confidential to a reasonable person under the circumstances. Non-public Hebbia Confidential v1.0 information about the Hebbia Technology and pricing of the Hebbia Platform will be Confidential Information of Hebbia. The Customer Materials will be Confidential Information of Customer. Confidential Information will not include any information that (a) is or becomes public through no fault of the Receiving Party, (b) was known to the Receiving Party prior to receipt, © is obtained by the Receiving Party from a third party not under an obligation of confidentiality, and (d) is independently developed by Receiving Party without use of the Disclosing Party’s Confidential Information.

6.2. Obligations. The Receiving Party will use reasonable care (a) not to use the Disclosing Party’s Confidential Information for any purpose not permitted under this Agreement and (b) to limit disclosure of Confidential Information only to its and its Affiliate’s employees, contractors, and advisors (“Representatives”) who need access to the Confidential Information for a purpose permitted under this Agreement and who have a legal obligation of confidentiality. The Receiving Party will ensure its Representatives are subject to no less restrictive confidentiality obligations than those in this Agreement. Each party will be responsible for the actions of its Representatives. With respect to each Order Form, the obligations set forth in this Section will survive for five (5) years following expiration or termination of the services term for the Order Form.

6.3. Compelled Disclosure. Each party may disclose the other party’s Confidential Information when required by law or regulation so long as the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted, and reasonable assistance at the Disclosing Party’s cost to contest or limit the disclosure.

7. DISCLAIMERS

7.1. General. TO THE FULLEST EXTENT PERMITTED BY LAW, HEBBIA AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS (A) MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, AND (B) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HEBBIA AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE HEBBIA PLATFORM IS ACCURATE, COMPLETE, UNINTERRUPTED, OR WILL ACHIEVE ANY INTENDED RESULT. THE HEBBIA PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” HEBBIA WILL NOT BE LIABLE FOR ANY THIRD-PARTY SERVICE OR FOR ANY RESTRICTED INFORMATION RECEIVED IN BREACH OF THIS AGREEMENT.

7.2. Beta Offering. Despite anything to the contrary in this Agreement, Customer acknowledges that (a) Customer has the sole discretion whether to use any Beta Offering, (b) Beta Offerings may not be supported and may be changed at any time, including in a manner that reduces functionality, © Beta Offerings may not be available or reliable, and (d) Hebbia provides Beta Offerings “as-is” and will have no liability arising out of or in connection with Beta Offerings.

8. INDEMNIFICATION

8.1. By Customer. Customer will indemnify, defend, and hold harmless Hebbia from and against all damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from a third-party claim regarding (a) Customer Materials and (b) Customer’s use of the Hebbia Platform in violation of this Agreement.

8.2. By Hebbia. Hebbia will indemnify, defend, and hold harmless Customer from and against all damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from a third-party claim regarding an allegation that Hebbia’s technology used to provide the Hebbia Platform infringes or misappropriates any U.S. patent, copyright, or trade secret of such third party. In no event will Hebbia have obligations or liability under this Section arising from: (a) use of the Hebbia Platform in a modified form or in combination with materials not furnished by Hebbia, (b) services performed according to Customer specifications, and © any content, information, or data provided by Customer. For any claim covered by this Section, Hebbia may, at its election (i) procure the rights to use the portion of the Hebbia Platform alleged to be infringing, (ii) replace the alleged infringing portion of the Hebbia Platform with a non-infringing alternative, or (iii) terminate the allegedly infringing portion of the Hebbia Platform, or this Agreement and provide Customer with a pro rata refund of prepaid fees for the affected Hebbia Platform.

8.3. General. The party seeking indemnification will promptly notify the indemnifying party of the claim and cooperate with the indemnifying party by providing reasonable assistance in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, such consent not to be unreasonably withheld or delayed, and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ARE A PARTY’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

9. LIMITATION OF LIABILITY

9.1. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY NOR ITS AFFILIATES, LICENSORS, OR SUPPLIERS WILL BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, OR SERVICE INTERRUPTION, ANY DATA INACCURACY, OR THE COST OF SUBSTITUTE SERVICES (IN EACH CASE WHETHER DIRECT OR INDIRECT), REGARDLESS OF THE LEGAL
THEORY AND REGARDLESS OF WHETHER A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9.2. Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES, LICENSORS, OR SUPPLIERS WILL BE LIABLE FOR A TOTAL AMOUNT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY OR OTHER LEGAL OR EQUITABLE THEORY THAT EXCEEDS IN THE AGGREGATE THE FEES PAID OR PAYABLE FOR CUSTOMER’S USE OF THE HEBBIA PLATFORM IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

9.3. Excluded Claims.
“Excluded Claims” means (a) either party’s intellectual property indemnification obligations or (b) a claim based on Customer’s breach of Section 2.5.

10. DISPUTES

10.1. Informal Resolution. Hebbia wants to address Customer’s concerns and requests that Customer bring issues that may lead to a dispute to our attention immediately. Before filing a claim, Hebbia and Customer agree to try to resolve the dispute by providing notice to the other party and having the appropriate executives attempt to resolve the dispute through communication and discussion. After fifteen (15) days, either party may bring a formal proceeding.

10.2. Arbitration Terms. Hebbia and Customer agree to resolve any claims relating to this Agreement or the Hebbia Platform through final and binding arbitration, except as further set forth below. Any dispute will be administered by the American Arbitration Association under its Commercial Arbitration Rules by a single arbitrator. The arbitration will take place in New York, NY in the English language. Either party may bring a lawsuit in court for claims for injunctive relief to stop unauthorized use or abuse of the Hebbia Platform or claims of intellectual property infringement without first engaging in the informal resolution process described above. Hebbia and Customer consent to the exclusive jurisdiction and venue of the federal or state courts of New York, NY.

11. GENERAL PROVISIONS

11.1. Entire Agreement. All attachments and exhibits to the Agreement and Order Forms executed by the parties are hereby incorporated into the Agreement by reference. This Agreement constitutes the entire agreement between Customer and Hebbia with respect to the subject matter of this Agreement and supersedes any prior or contemporaneous agreements whether written or oral, including any non-disclosure agreements. Except as otherwise set forth in this Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless set forth in writing and signed by the parties. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: Order Form, the Agreement, and the Documentation.

11.2. Governing Law. This Agreement will be governed by New York law except for its conflicts of laws principles.

11.3. Notices. Notices must be sent by first class mail or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable Administrator account email address and are deemed given when sent. Notices must be sent to Hebbia at Hebbia, Inc., Attn: Legal Department, 233 Spring Street, New York, NY
10013 with a copy to contracts@hebbia.ai.

11.4. Assignment. Either party may assign this Agreement in its entirety, without the other party’s consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, and Customer must provide Hebbia with prompt notice following such event. Any other attempt to transfer or assign is void. This Agreement will be binding upon and inure to the benefit of the parties and their respective, permitted successors and assigns.

11.5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship between the parties. There are no third-party beneficiaries under this Agreement.

11.6. Construction. Any ambiguity in the Agreement will be interpreted equitably without regard to which party drafted the Agreement. “Including” and “include” will be construed to mean “including without limitation.

11.7. Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition or event (for example, natural disaster, pandemic, act of war or terrorism, labor disputes, governmental action, utilities failures, third-party vendor failures, and Internet disturbance) that was beyond its reasonable control. No failure of telecommunications or network systems will be considered a service outage or service deficiency for any purpose under this Agreement.

11.8. Remedies. The parties agree that a breach of Section 2.5 or 6 will cause irreparable injury and that the harmed party will have the right to obtain immediate equitable relief to enjoin such activity, in addition to whatever remedies it may have at law.

11.9. Waiver. No failure or delay by either party in exercising a right under this Agreement will constitute a waiver of that right. A waiver of a default is not a waiver of any subsequent default.

11.10. Severability. If a court of competent jurisdiction finds any term of this Agreement to be unenforceable, the
unenforceable term will be modified to reflect the parties’ intention and only to the extent necessary to make the term enforceable. The remaining provisions of the Agreement will remain in effect.

11.11. Counterparts. This Agreement and any Order Form may be executed in counterparts, which taken together will constitute one instrument, and may be executed and delivered electronically.

11.12. Export Compliance. The Hebbia Platform may be subject to export restriction laws and regulations in the U.S. and any other applicable jurisdiction and Customer is responsible for compliance regarding Customer’s and its Authorized Users’ use of the Hebbia Platform. Customer will not permit Authorized Users to use the Hebbia Platform from a U.S. embargoed country.

11.13. Modifications. Hebbia may modify the terms of this Agreement (including any terms or policies referenced herein as applicable) from time to time, with written notice to Customer or by posting the updated and/or modified agreement on Hebbia’s website. Customer can review the most current version of the Agreement at anytime by visiting the website. The revised Agreement will become effective on (a) the date set forth in the notice or (b) the effective date of the posted change (above), whichever is later. If Customer (or any Authorized User) access or uses the Hebbia Service after the effective date, such use will constitute Customer’s acceptance of any revised terms and conditions.

12. DEFINITIONS

12.1. “Acceptable Use Policy” means the acceptable use policy for the Hebbia Platform available at www.hebbia.ai/acceptable-use or otherwise provided by Hebbia.

12.2. “Administrator” means a Customer-designated Authorized User who administers the Hebbia Platform account and has access to permissions and other sensitive settings.

12.3. “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means the ability to direct the management and policies of an entity.

12.4. “Authorized Users” means Customer employees who are users of Customer’s Hebbia Platform account and identified on an Order Form or otherwise permitted access upon approval by Hebbia.

12.5. “Beta Offering” means products or features available to Customer on a trial, beta, early access, or similar basis.

12.6. “Customer Materials” means any materials that are uploaded to the Hebbia Platform by Customer.

12.7. “Documentation” means any Hebbia-provided written documentation and policies.

12.8. “Effective Date” means the earlier of the date Customer first accepted this Agreement or the order start date set forth on Customer’s first Order Form.

12.9. “Hebbia Platform” means the Hebbia products ordered by Customer under an Order Form or otherwise provided by Hebbia and used by Customer under this Agreement, including the Hebbia websites and other tools.

12.10. “Hebbia Technology” means the Hebbia Platform, Documentation, and Hebbia’s trademarks, logos, and other brand features.

12.11. “Initial Term” means the term for the order starting on the date set forth on the Customer’s first Order Form and continuing for the period set forth in the Order Form.

12.12. “Order Term” means the Initial Term or any renewal terms for the Hebbia Platform.

12.13. “Restricted Information” means (a) sensitive personal information such as social security numbers, passport numbers, driver’s license numbers, and other government identification numbers, (b) Protected Health Information (as defined in the U.S. Health Insurance Portability and Accountability Act of 1996 and regulations thereunder) or similar information under comparable laws or regulations, © personal data as defined in the General Data Protection Regulation (EU) 2016/679, or (d) any other information that is subject to heightened requirements under applicable law or industry standards that have not been specifically addressed in this Agreement.

12.14. “Suggestions” means bug reports, feedback, comments, ideas, or suggestions regarding the Hebbia Platform or Hebbia’s new products provided by or on behalf of Customer to Hebbia, exclusive of any Customer Confidential Information contained therein.

12.15. “Term” means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of (a) the last Order Term has expired or (b) until the Agreement is terminated.

Exhibit A – Service Level Agreement

This Service Level Agreement (“SLA”) is a policy governing the Hebbia Platform used under the terms of the Agreement. Unless otherwise provided in this SLA, this SLA is subject to the terms of the Agreement and capitalized terms not otherwise defined will have the meaning set forth in the Agreement. This SLA states Customer’s sole and exclusive remedy for any failure by Hebbia to meet the Service Commitment (as defined below).
The Hebbia Platform will be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance (“Service Commitment”). If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such requested maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Hebbia’s control will also be excluded from any such calculation. In the event the Hebbia Platform is not available in accordance with the Service Commitment, for each period of downtime lasting longer than one (1) hour, Customer may request a service credit of one day of pro-rated fees for the Hebbia Platform; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Hebbia) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive a service credit, Customer must notify Hebbia in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive service credit. Such service credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of fees for the Hebbia Platform in any one (1) calendar month in any event. Hebbia will only apply a service credit to the month in which the incident occurred. Hebbia’s blocking of data communications in accordance with its policies shall not be deemed to be a failure of Hebbia to provide adequate service levels under this Agreement.

Exhibit B – Support Terms

Hebbia will provide reasonable technical support to Customer via both telephone and electronic mail on weekdays from 9:00am through 6:00pm Eastern Standard Time, with the exclusion of US Federal Holidays (“Support Hours”). Customer may initiate a triage ticket to the Hebbia Helpdesk any time by emailing eng@hebbia.ai. Hebbia will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.