Customer Terms and Conditions

Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement, including without limitation the Usage Limitations, Customer may, solely through its Authorized Users, access and use the Services during the Subscription Period on a non-exclusive, non-transferable (except in compliance with Section 12.8), and non-sublicensable basis solely for Customer’s internal business purposes. The foregoing includes a limited license for Customer to install and use the Client-Side Software solely in support of Customer’s authorized use of the Services. Each Authorized User must have its own unique account on the Services and Authorized Users may not share their account credentials with one another or any third party. Customer will be responsible for all of the acts and omissions of its Authorized Users in connection with this Agreement and for all use of Authorized Users’ accounts.

Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement, Context hereby grants to Customer a non-exclusive, non-transferable (except in compliance with Section 12.8), and non-sublicensable license to use the Documentation during the Subscription Period solely for Customer’s internal business purposes in connection with its use of the Services.

Customer shall not use the Services or Documentation for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of any Context IP, whether in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to of the source code of the Services, in whole or in part (except to the extent otherwise required under applicable law); (iv) remove any proprietary notices from any Context IP; (v) use any Context IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) access or use any Context IP for purposes of competitive analysis of Context or the Services, the development, provision, or use of a competing software service or product, or any other purpose that is to Context’s detriment or commercial disadvantage; (vii) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of valid access credentials; (viii) use any Context IP for any activity where use or failure of the Context IP could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control; or (ix) use Output (as defined below) to develop any artificial intelligence (“AI”) models that compete with Context’s products or services.

Without limiting the generality of Section 2.4, Context may from time to time make Third-Party Products available to Customer or Context may allow for certain Third-Party Products to be integrated with the Services to allow for, among other things, the transmission of information and content from such Third-Party Products into the Services or from the Services to such Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. Context is not responsible for the operation of any Third-Party Products and makes no representations or warranties of any kind with respect to Third-Party Products or their respective providers. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. Customer is responsible for all fees incurred by it (such as, by way of example and without limitation, inference costs) in relation to its use of such Third-Party Products. By authorizing Context to access and use Third-Party Products at Customer’s request and direction, including to transfer Customer Data to and from such Third-Party Products, Customer represents and warrants to Context that it has all right, power, and authority to provide such authorization.

Context reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Context IP.

Notwithstanding anything to the contrary in this Agreement, Context may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Context reasonably determines that (a) there is a threat or attack on any of the Context IP; (b) Customer’s or any Authorized User’s use of the Context IP disrupts or poses a security risk to the Context IP or to any other customer or vendor of Context; (c) Customer, or any Authorized User, is using the Context IP for fraudulent or illegal activities; (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (e) Context’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Context has suspended or terminated Context’s access to or use of any Third-Party Products required to enable Customer to access the Services; or (iii) in accordance with Section 5.1 (any such suspension described in subclauses (i), (ii), or (iii), a “Service Suspension”). Context shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Context shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Context will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

Notwithstanding anything to the contrary in this Agreement, Context may process Usage Data to monitor, maintain, and optimize the Services and for any other lawful purpose. As between Context and Customer, all right, title, and interest in and to such Usage Data is owned solely and exclusively by Context.

Certain aspects of the Services, such as the Client-Side Software may contain or be distributed with open source software code or libraries (“Open Source Components”). Context will provide a list of Open Source Components for a particular version of any distributed portion of the Services, such as the Client-Side Software, on Customer’s request. To the extent required by the license applicable to such Open Source Components: (i) Context will use reasonable efforts to deliver to Customer any notices or other materials (such as source code); and (ii) the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of such licenses prohibit any of the restrictions in this Agreement with respect to any particular Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of such licenses require Context to make an offer to provide source code or related information in connection with the Open Source Component, such offer is hereby made. For purposes of clarity, Open Source Components are Third-Party Products.

Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.

Customer has and will retain sole responsibility for: (i) all Customer Data, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (iii) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party platforms or service providers (“Customer Systems”); (iv) the security and use of Customer’s and its Authorized Users’ access credentials; and (v) all access to and use of the Services directly or indirectly by or through the Customer Systems or its Authorized Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

During the Subscription Period, Context will use commercially reasonable efforts to provide Customer with basic customer support via Context’s standard support channels during Context’s normal business hours.

From time to time, Context may perform certain mutually agreed-upon Enablement Services as mutually agreed-upon by the Parties. Customer will provide Context with all reasonable cooperation required for Context to perform the Enablement Services, including without limitation timely access to any reasonably required Customer materials, information, or personnel. Subject to any limitations identified in an Order, Customer will reimburse Context’s reasonable travel and lodging expenses incurred in providing Enablement Services at Customer’s premises. To the extent the Enablement Services result in any software code or other work product of any kind (“Work Product”), all such Work Product will remain owned solely and exclusively by Context and will be considered part of the Services provided under this Agreement.

Customer shall pay Context the fees identified in the Order (“Fees”) without offset or deduction at the cadence identified in the Order. Fees paid by Customer are non-refundable and non-cancelable. Customer shall make all payments hereunder in US dollars by a mutually agreed-upon payment method. Customer will pay all invoiced amounts within thirty (30) calendar days of the invoice date.

If Customer fails to make any payment when due, and Customer has not notified Context in writing within ten (10) days of the payment becoming due and payable that the payment is subject to a good faith dispute, without limiting Context’s other rights and remedies: (i) Context may charge interest on the undisputed past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Context for all reasonable costs incurred by Context in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, Context may suspend Customer’s and its Authorized Users’ access to all or any part of the Services until such amounts are paid in full.

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Context’s income.

From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as “confidential” or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, “Confidential Information”). Confidential Information does not include information that is already known to the receiving Party at the time of disclosure or is or becomes: (a) publicly available through no wrongful act or omission of the receiving Party; (b) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (c) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party’s Confidential Information.

The receiving Party shall not use the disclosing Party’s Confidential Information except to perform its obligations and exercise its rights hereunder nor shall it disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder (“Representatives”). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.

On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.

Customer acknowledges that, as between Customer and Context, Context owns all right, title, and interest, including all intellectual property rights, in and to the Context IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

Context acknowledges that, as between Context and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data and Output.

If Customer or any of its employees or contractors sends or transmits any communications or materials to Context by mail, email, telephone, or otherwise, suggesting or recommending changes to the Context IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Context is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.

9.1.1 Context shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any claim, suit, action, or proceeding brought by an unaffiliated third party (“Third-Party Claim”) against Customer alleging that the Services infringe or misappropriate such third party’s intellectual property rights.

9.1.2 If such a claim is made or appears possible, Customer agrees to permit Context, at Context’s sole discretion: to (i) modify or replace the Services, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Customer to continue use. If Context determines that neither alternative is reasonably commercially available, Context may terminate this Agreement, in its entirety or with respect to the affected component, effective immediately on written notice to Customer.

9.1.3 This Section 9.1 will not apply to the extent that the alleged infringement arises from: (i) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Context or authorized by Context in writing; (ii) modifications to the Services not made by Context; (iii) use of any version of the Services other than the most current version or failure to timely implement any Maintenance Release made available by Context; (iv) Inputs or Outputs; or (v) Third-Party Products.

Customer shall indemnify, hold harmless, and, at Context’s option, defend Context from and against any Losses resulting from any Third-Party Claim alleging that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property or other rights or based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Context or authorized by Context in writing; or (iv) use of or reliance on any Output; in each case provided that Customer may not settle any Third-Party Claim against Context unless Context consents to such settlement, and further provided that Context will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

The Party seeking indemnification (the “Indemnified Party”) shall provide the Party from which indemnification is sought (the “Indemnifying Party”): (i) prompt written notice of any Third-Party Claim for which indemnification is sought; (ii) sole control of the defense and settlement of the Third-Party Claim (provided that neither Party may settle or otherwise dispose of any Third-Party Claim in a manner that imposes any obligation on the other Party without the other Party’s prior written approval, not to be unreasonably withheld, conditioned, or delayed); and (iii) all reasonable cooperation, at the Indemnifying Party’s request and expense, in the defense and settlement of the Third-Party Claim.

THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND CONTEXT’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for the period identified in the Order (the “Initial Subscription Period”). This Agreement will automatically renew for additional successive terms equal to the length of the Initial Subscription Period unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Subscription Period” and together with the Initial Subscription Period, the “Subscription Period”).

In addition to any other express termination right set forth in this Agreement:

11.2.1 Context may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Context’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 2.2 or Section 6;

11.2.2 either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching Party provides the breaching Party with written notice of such breach; or

11.2.3 either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Context IP and, without limiting Customer’s obligations under Section 6, Customer shall delete, destroy, or return all copies of the Context IP and certify in writing to the Context that the Context IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

This Section 11.4 and Sections 1, 4.2, 6, 7, 8, 9, 10, 11.3, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii) second, any other documents incorporated herein by reference. Excluding Orders, terms in business forms, purchase orders, quotes, or similar documents used by either Party will not amend or modify this Agreement; any such documents are for administrative purposes only.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement or in the Order (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

Context may change this Agreement (except for any Orders) from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of this Agreement. Context will provide Customer with reasonable notice prior to any amendments or modifications taking effect, either by emailing the email address associated with Customer’s account on the Services or by another method reasonably designed to provide notice to Customer. If Customer accesses or uses the Services after the effective date of the revised Agreement, such access and use will constitute Customer’s acceptance of the revised Agreement beginning at the next Renewal Subscription Term (if any) or, if Customer enters into a new Order with Context, as of the date of execution of such Order.

No failure or delay by either Party in exercising any right or remedy available to it in connection with this Agreement will constitute a waiver of such right or remedy. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the Party granting the waiver.

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder must be instituted in the federal courts of the United States or the courts of the State of California in each case located in Santa Clara County, California and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Context. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.

Each of the Documentation and the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2.2, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

Context may identify Customer as a user of the Services and may use Customer’s name, logo, and other trademarks in Context’s customer list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer). Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose without the other Party’s prior written approval.