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These SPRCHRGR Terms of Service (these “Terms”) are incorporated by reference into each order for Subscription Services or Consulting Services (as defined below) submitted by a customer (the “Customer”, “you” or “your”) to SPRCHRGR (“SPRCHRGR,” “we,” “us,” or “our”) whether such order is set forth in a purchase order or statement of work that is countersigned by SPRCHRGR or an online order processed through any of SPRCHRGR’s websites (https://sprchrgr.com and https://sprchrgr.app) or by email or similar digital communication platform (as applicable, an “Order”).

Additional terms posted at https://sprchrgr.com/subscription-service-terms (the “Subscription Service Terms”) apply to Subscription Services and are incorporated by reference into this Agreement.

To the extent Customer or Authorized Users access or use any AI Features (as defined below), such use is also subject to SPRCHRGR’s AI Addendum (the “AI Addendum”), which is available at https://sprchrgr.com/ai-addendum and is hereby incorporated by reference into these Terms.

The relative priority of these Terms, any Order, the Subscription Service Terms, and the AI Addendum is set forth in Section 14.14.

SPRCHRGR may modify these Terms from time to time by posting revised terms on its website, provided that such modifications will apply only to Orders entered into after the effective date of the modification unless otherwise agreed by Customer in writing.

For clarity, access to and use of SPRCHRGR’s websites is governed by separate Website Terms of Use available at https://sprchrgr.com/website-terms-of-use.

1. Definitions.

1.1. “Account” shall have the meaning set forth in Section 8.1.

1.2. “Agreement” means, collectively, these Terms, each Order and any other documents incorporated herein or into such Order by reference.

1.3. “AI Features” means any features, or functionality made available by SPRCHRGR that utilize artificial intelligence, machine learning, or automated processing, including any tools that generate content, analyses, or outputs based on Customer Data or inputs.

1.4. “AI Outputs” means any content, data, results, or other outputs generated by AI Features based on inputs provided by or on behalf of Customer.

1.5. “Authorized User” means any individual who is authorized by Customer to access and use the Services on Customer’s behalf, including employees, contractors, or agents of Customer.

1.6. “Available” means any time that the System is capable of performing substantially all material features and functions indicated in the System’s documentation, as measured and tracked by SPRCHRGR’s availability reporting software.

1.7. “Confidential Information” means all non-public information, materials and data relating to Discloser, including without limitation, business plans, marketing plans, customers, technology, employee and organizational information, product designs, product plans and financial information (including trade secrets) and: (a) (i) is labeled or designated in writing as confidential or proprietary, or (ii) Recipient is advised is proprietary or confidential; or (b) in view of the nature of such information and/or the circumstances of its disclosure, Recipient knows or reasonably should know is confidential or proprietary. Notwithstanding the foregoing, (x) the Software and the System shall be deemed SPRCHRGR’s Confidential Information, and (y) Customer Data is not Confidential Information.

1.8. “Consulting Services” means SPRCHRGR’s professional, advisory, and project-based services, including, without limitation, implementation, configuration, and other strategic, financial, or operational services (including outsourced finance support and fractional leadership), in each case as described in an applicable Order.

1.9. “Customer Data” means information, including Personal Information, concerning Customer’s business that is input to the System by an Authorized User or by SPRCHRGR as part of the Services, including any data, content, prompts, queries, or other inputs submitted to the Services. The following are not Customer Data: SPRCHRGR Software, SPRCHRGR Confidential Information, the System, and any material in which SPRCHRGR holds Intellectual Property Rights.

1.10. “Custom Development” means software developed by SPRCHRGR specifically for Customer in connection with the Services.

1.11. “Derived Data” shall have the meaning set forth in Section 2.2.

1.12. “Discloser” shall have the meaning set forth in Section 11.2.

1.13. “Dispute” shall have the meaning set forth in Section 13.2

1.14. “Feedback” shall have the meaning set forth in Section 5.

1.15. “Fees” shall have the meaning set forth in Section 9.1.

1.16. “Force Majeure Event” shall have the meaning set forth in Section 14.8.

1.17. “Intellectual Property Rights” means all copyrights, trademarks, service marks, trade secrets, proprietary methods, patents, moral rights, contract rights, and other proprietary rights as applicable under the laws of any applicable jurisdiction.

1.18. “IP Claims” shall have the meaning set forth in Section 12.1.

1.19. “Losses” shall have the meaning set forth in Section 12.1.

1.20. “Personal Information” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual. Personal Information includes any information that constitutes “Personally Identifiable Information,” “Personal Data,” or equivalent terms as defined by applicable law.

1.21. “Recipient” shall have the meaning set forth in Section 11.2.

1.22. “Service Communications” shall have the meaning set forth in Section 2.5.

1.23. “Services” means the services that SPRCHRGR is obligated to provide as specified in the applicable Order.

1.24. “Software” means SPRCHRGR’s proprietary software that is owned by SPRCHRGR, including any updates, customizations or enhancements thereto including any Custom Development, provided under this Agreement and accompanying documentation and all ideas, concepts, methods and techniques embodied therein.

1.25. “Subscription Services” means SPRCHRGR’s recurring, subscription-based, technology-enabled services, including access to the System, Software, or other platform functionality, and any related support, maintenance, updates, or operational services, in each case as described in an Order.

1.26. “System” shall have the meaning set forth in the applicable Order.

1.27. “Third-Party Site(s)” means any websites, platforms, applications, or other software or materials owned and operated by any third party or third parties.

1.28. “Taxes” shall have the meaning set forth in Section 9.3.

1.29. “Transition Assistance” shall have the meaning set forth in Section 2.6.

2. Customer Data.

2.1. Responsibility for Customer Data. Customer will be solely responsible for the accuracy, quality, and legality of all Customer Data and for the creation, publication, maintenance, and compliance with any privacy policies or legal requirements pertaining to the collection, storage, maintenance, use, disclosure, and processing of all Customer Data, including any inputs submitted to AI Features. In the event that Customer is or becomes subject to any privacy law that requires that the parties enter into additional contractual terms governing the processing of Personal Information (including, without limitation, the California Consumer Privacy Act (“CCPA”) or the European Union General Data Protection Regulation (“GDPR”)), Customer shall be solely responsible for: (i) notifying SPRCHRGR of such requirement; and (ii) ensuring that the parties enter into such additional contractual terms before disclosing any Personal Information to SPRCHRGR. Customer shall not provide or make available to SPRCHRGR any Personal Information: (x) in violation of this Agreement; (y) that constitutes Protected Health Information (“PHI”) under the Health Insurance Portability and Accountability Act (“HIPAA”); and/or (z) that is otherwise inappropriate for the nature of the Services, and Customer shall defend, indemnify and hold SPRCHRGR harmless from all claims, liabilities, damages and losses in connection with Customer’s provision of any Personal Information.

2.2. Derived Data. SPRCHRGR may create and use for its own business purposes data derived from Customer Data and AI Outputs that has been aggregated and/or anonymized such that it does not identify Customer or any individual and does not reveal proprietary or personal information of Customer or Customer’s own customers, employees, vendors, or business partners (“Derived Data”). This includes, without limitation, data derived from Customer’s use of the Services, including AI Features. SPRCHRGR may use Derived Data to operate, improve, and enhance the Services. As between SPRCHRGR and Customer, SPRCHRGR will be the sole and exclusive owner of all Derived Data.

2.3. Breach Notification. If SPRCHRGR believes that the security or integrity of any Customer Data stored in the System has been compromised, SPRCHRGR will promptly notify Customer and investigate the cause or source of such loss of security or integrity. SPRCHRGR will promptly notify Customer of the outcome of its investigation into the cause or source of such loss or security or integrity and will use commercially reasonable efforts to remedy or repair the System to prevent a reoccurrence of such loss of security or integrity. Customer will be solely responsible for notifying any affected persons as required by applicable law or applicable privacy policies.

2.4. Customer Permission and Release. Customer hereby requests that SPRCHRGR provide access to Customer Data to any Third-Party Site indicated in an applicable Order. Notwithstanding any other provision of this Agreement, Customer hereby releases SPRCHRGR, fully and completely, for any losses, costs, damages or other liability arising out of or relating to any agreement between Customer and the Third Party operating such Third-Party Site or any use or misuse of Customer Data by such Third Party.

2.5. Communications; Recordings and AI Processing. Customer acknowledges and agrees that, in connection with the provision of the Services, SPRCHRGR may record, transcribe, and process meetings, calls, and other communications involving Customer or its Authorized Users that relate to the Services (collectively, “Service Communications”), including through the use of AI-enabled or third-party tools. SPRCHRGR may use Service Communications and any resulting recordings, transcripts, summaries, and related outputs for purposes of providing, supporting, and improving the Services. SPRCHRGR may provide notice of recording through available communication channels. Customer, not SPRCHRGR, is responsible for ensuring that Authorized Users and any participants it invites to Service Communications are informed of such recording and, where required by applicable law, that any necessary consents are obtained. For clarity, Service Communications and any content contained therein constitute Customer Data; provided that SPRCHRGR may use such materials to generate Derived Data.

2.6. Return of Customer Data. Upon expiration or termination of this Agreement, if Customer requests assistance to access, retrieve, or a copy any Customer Data stored in the System, SPRCHRGR will provide assistance to Customer at SPRCHRGR’s then-current applicable billing rates (“Transition Assistance”). SPRCHRGR may delete Customer Data from the System if Customer has not requested Transition Assistance within thirty (30) days of the expiration or termination of this Agreement.

3. AI Features

3.1. Use of AI Features. Subject to the terms and conditions of this Agreement, Customer may access and use AI Features solely as part of its permitted use of the Services. Customer acknowledges that AI Features are provided as a component of the Services and are subject to the limitations, restrictions, and disclaimers set forth in this Agreement and the AI Addendum.

3.2. Nature of AI Outputs. Customer acknowledges and agrees that AI Outputs are generated through automated processes and may be based on incomplete, inaccurate, or imperfect information or assumptions. AI Outputs may contain errors, omissions, or unintended results and may not reflect current, complete, or accurate information.

3.3. Customer Responsibility. Customer is solely responsible for reviewing, evaluating, and validating all AI Outputs prior to any reliance thereon. Customer further acknowledges and agrees that it is solely responsible for any decisions, actions, or omissions in reliance, in whole or in part, upon AI Outputs, including without limitation any financial, operational, compliance, or other business decisions. Customer will apply appropriate human judgment and, where applicable, independent analysis in connection with its use of the Services and AI Outputs.

3.4. Acceptable Use. Customer will use AI Features and AI Outputs solely in accordance with this Agreement and applicable law. Without limiting the foregoing, Customer will not use the Services in any manner that is unlawful or that infringes or misappropriates the rights of any third party.

3.5. Third-Party AI Services. Customer acknowledges that AI Features may incorporate or rely on Third-Party Sites or third-party services, including third-party artificial intelligence or machine learning services. SPRCHRGR does not control such Third-Party Sites or services and disclaims all responsibility and liability for their performance, availability, accuracy, or security, and any use of such Third-Party Sites or services is at Customer’s own risk. To the extent such liability cannot be disclaimed under applicable law, such liability will be subject to the limitations of liability set forth in Section 10.2.

3.6. AI Addendum. Use of AI Features is subject to the AI Addendum, which is incorporated into and forms part of this Agreement. Customer is responsible for its Authorized Users’ compliance with the AI Addendum, and any use of AI Features by such Authorized Users will be deemed use by Customer under this Agreement.

4. Intellectual Property Rights.

4.1. System, Software and Services. Subject to the terms and conditions of this Agreement, SPRCHRGR grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable license to use the System, Software, Custom Developments and Services as set forth in this Agreement. SPRCHRGR retains all right, title and interest in and to the System, Software, Custom Developments, and Services, and all Intellectual Property Rights therein. Apart from a limited right and license to utilize the System as part of the Services, Customer is not acquiring any right or license to the System, Third-Party Sites, Custom Developments, or Software as a result of this Agreement. Customer acknowledges that SPRCHRGR’s Intellectual Property Rights in the System, Custom Developments, Software and Services include copyrights and rights in trade secrets including, without limitation, trade secrets pertaining to features, functions, operations, methodologies, capacities and method of action of the Software, all of which are maintained in secrecy and confidentiality by SPRCHRGR. All rights not granted expressly to Customer are reserved to SPRCHRGR.

4.2. AI Features and Outputs. To the extent the Services include AI Features, and subject to the terms and conditions of this Agreement, as between SPRCHRGR and Customer, Customer will own AI Outputs generated specifically for Customer through Customer’s permitted use of the Services. Notwithstanding the foregoing, SPRCHRGR retains all right, title, and interest in and to the AI Features, and any underlying models, algorithms, methodologies, workflows, processes, templates, and generalized learnings (including any improvements thereto), and nothing in this Agreement transfers ownership of any such materials to Customer. Customer hereby grants to SPRCHRGR and its affiliates, subcontractors, and service providers a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, fully paid-up, royalty-free license to access, use, host, copy, store, reproduce, modify, adapt, transmit, process, display, perform, create derivative works of, and otherwise exploit AI Outputs solely to the extent necessary or useful to provide, operate, support, secure, maintain, analyze, improve, and enhance the Services, including the AI Features, and to create and use Derived Data, in each case otherwise permitted by this Agreement.

4.3. Customer Data. As between SPRCHRGR and Customer, Customer will be the sole and exclusive owner of Customer Data.

4.4. Network Security; Backup. SPRCHRGR will implement commercially reasonable security measures to prevent unauthorized access to computer hardware and other equipment and/or software owned and used by SPRCHRGR or its third-party service providers to deliver the Services. The System may permit Authorized Users to disable certain security measures. Customer shall require Authorized Users to keep all security measures fully engaged. Customer shall be solely responsible for the security of Customer’s computer and networking systems and credentials used to access the Services and all acts and omissions of Authorized Users. Customer shall use reasonable efforts to prevent unauthorized access to the System and notify SPRCHRGR promptly of any breach of security affecting the System. To the extent the Services provide access to Third-Party Sites, the parties acknowledge that SPRCHRGR has no control over such Third-Party Sites and will not be liable for any breach of network security of a Third-Party Site. SPRCHRGR will maintain commercially reasonable backup measures designed to ensure that Customer Data stored on the System remains accessible during the term of the applicable Order; provided however that Customer acknowledges and agrees that SPRCHRGR has no ability or right to back up any data residing on any Third-Party Site and is not liable in any way for any data stored on any Third-Party Site.

4.5. Restrictions. Customer may not, and may not allow any third party to: (i) attempt to disassemble, reverse engineer, reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means or disclose any of the foregoing; (ii) use the Software or any SPRCHRGR Confidential Information in any way to create any software that performs functions that are the same as, or similar to, those performed by the Software; (iii)(a) use the Software, Services, or any SPRCHRGR Confidential Information to train, fine-tune, or otherwise improve any machine learning or artificial intelligence models or systems; (iv) provide, rent, lease, lend, or use the Software for timesharing, subscription, or service bureau purposes; or (v) sublicense, transfer or assign any of the rights or licenses granted under this Agreement. Customer shall not: (x) use the Software for storage, possession, or transmission of any information, the possession, creation or transmission of which violates any foreign, state, local or federal law or regulation or industry standard; or (y) transmit Customer Data over, or use Customer Data in connection with, the Software, in any manner that infringes upon or misappropriates any third party right. In addition, Customer agrees not to use AI Outputs to develop, train, fine-tune, or improve any competing or substitute artificial intelligence or machine learning products or services, except as expressly permitted in writing by SPRCHRGR.

5. Feedback.

Customer may submit comments, information, questions, data, ideas, description of processes, or other information provided to SPRCHRGR (“Feedback”). Customer agrees that SPRCHRGR is free to use, disclose, reproduce, adapt, license, or otherwise distribute and exploit the Feedback without any obligation or restriction.

6. Recruiting Our People.

SPRCHRGR invests heavily to recruit and train the staff we engage (“Our People”) to provide Services to you. The training Our People receive from us incorporates our proprietary intellectual property, which cannot be unbundled from Our People. Our People therefore have superior skills and value to all future employers as a result of our training, and you recognize that there is a premium marketable value to these investments that we make into Our People that is worth more than other job candidates you or we may source and hire to work directly for Customer's business who have not received our proprietary training and intellectual property. You therefore agree that the additional terms posted at https://sprchrgr.com/our-people apply and are incorporated herein with regard to Our People.

7. Term and Termination.

7.1. Term. This Agreement will commence on the effective date of the first Order and will remain in effect until all Orders have expired or been terminated, unless earlier terminated in accordance with this Agreement. Each Order will remain in effect for the term specified in that Order, subject to any earlier termination in accordance with this Agreement and, in the case of any Order for Subscription Services, the applicable Subscription Service Terms.

7.2. Subscription Services. If Customer receives Subscription Services, the terms governing the subscription term, renewal, cancellation, suspension, and termination of such Subscription Services will be set forth in the applicable Subscription Service Terms and the applicable Order, and such provisions will control with respect to the Subscription Services. Nothing in this Section 7.2 is intended to modify the termination, cancellation, or renewal provisions set forth in the Subscription Service Terms.

7.3. Termination for Convenience (Consulting Services). Unless otherwise specified in the applicable Order, either party may terminate any Order for Consulting Services or other non-Subscription Services for convenience upon thirty (30) days’ prior written notice to the other party. Customer will remain responsible for all Fees accrued through the effective date of termination and any documented non-cancellable costs incurred by SPRCHRGR in connection with such Services.

7.4. Termination for Cause. Either party may terminate this Agreement or any affected Order upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach; provided that if the breach consists solely of Customer’s failure to pay undisputed amounts when due, the cure period will be ten (10) days.

7.5. Immediate Termination; Suspension. SPRCHRGR may suspend or terminate Customer’s access to the Services immediately upon written notice if SPRCHRGR reasonably determines that: (a) Customer’s use of the Services is unlawful or in material violation of this Agreement; (b) Customer’s use of the Services poses a material security, legal, or operational risk to SPRCHRGR, the Services, or any third party; or (c) SPRCHRGR is required to do so by applicable law.

7.6. Effect of Termination. Upon expiration or termination of this Agreement or any Order for any reason: (a) all rights granted to Customer with respect to the terminated Services will immediately cease; (b) Customer will promptly cease use of the terminated Services; and (c) each party will remain responsible for the obligations accrued through the effective date of termination. Termination of an Order will not, by itself, terminate any other Order unless expressly stated.

7.7. Survival. All payment obligations accrued prior to the effective date of termination or expiration will survive termination of this Agreement. In addition, any provisions of this Agreement that by their nature should survive termination or expiration will continue in effect, including, without limitation, provisions relating to confidentiality, intellectual property, indemnification, and limitations of liability.

8. Customer Accounts and Security.

8.1. Customer Accounts. To use certain features of the Services, Customer may be required to create an account (“Account”). Customer is solely responsible for the information associated with such Account and all activities that occur under its Account, whether or not authorized by Customer. Customer agrees to provide true, accurate, current, and complete information as requested by any forms and maintain and promptly update such information to keep it true, accurate, current, and complete. Customer’s failure to maintain true, accurate, current, and complete Account information may result in Customer’s inability to access or use the Services.

8.2. Account Security. Customer is solely responsible for maintaining the confidentiality of Account passwords and other access credentials. Customer agrees to notify SPRCHRGR immediately if Customer becomes aware of any unauthorized use of its password or Account at support@sprchrgr.com.

8.3. Authentication Requests for Sensitive Transactions.

8.3.1. Authentication Process. From time to time, SPRCHRGR may require Customer or an Authorized User to verify their identity before SPRCHRGR processes certain sensitive requests (such as initiating a vendor payment or disclosing confidential financial information). To do so, SPRCHRGR has implemented a request authentication process that requires Customer to complete an identity verification process using a third-party authenticator application (e.g., Google Authenticator, Microsoft Authenticator, or another compatible application selected by Customer).

8.3.2. Customer Responsibility for Authentication Access. Customer acknowledges and agrees to comply with this authentication process and to ensure that Authorized Users do the same. Customer is solely responsible for maintaining access to any device or authenticator application used in connection with this process, and SPRCHRGR will not be liable for any failure to complete a transaction or a request due to Customer’s loss of access, device failure, lockout, or misconfiguration.

8.3.3. Third-Party Authenticator Disclaimer. Customer acknowledges and agrees that its use of any third-party authenticator application is at Customer’s own risk. SPRCHRGR does not endorse or provide support for any such applications and disclaims all responsibility for any issues arising from their use, including outages, errors, or security vulnerabilities.

8.3.4. Authentication Audit Logs. SPRCHRGR will maintain logs of authentication activity related to sensitive transactions and may retain such records for as long as reasonably necessary for its business purposes, unless deletion is required by applicable law.

8.3.5. Compromised Credentials and Reliance on Authentication. Customer agrees to immediately notify SPRCHRGR in writing if any device or authentication credentials used in connection with the authentication process are lost, stolen, or otherwise compromised. Such notice will not be deemed effective unless and until SPRCHRGR provides written acknowledgement of receipt. Upon effective notice, SPRCHRGR will suspend processing of sensitive requests for Customer until new authentication credentials have been securely established and verified. SPRCHRGR disclaims all liability for any access, actions, or transactions that occur using lost, stolen, or compromised devices or credentials unless and until Customer has provided, and SPRCHRGR acknowledges receipt of, such notice. Customer further acknowledges and agrees that, in the absence of such notice, SPRCHRGR is entitled to rely in good faith on authentication requests that appear to be properly submitted using the established authentication process and credentials (including where such requests are generated or transmitted through automated systems or workflows authorized by Customer), and SPRCHRGR shall have no liability for any losses, damages, or unauthorized transactions resulting therefrom, to the maximum extent permitted by applicable law.

9. Fees; Taxes.

9.1. Fees. Customer will pay SPRCHRGR the amounts specified in each applicable Order (“Fees”). Except as expressly stated in the Order, in these Terms, or as required by applicable law, Fees paid are non-refundable, and payment obligations are non-cancelable. Additionally, if Customer terminates this Agreement other than as expressly permitted under this Agreement, SPRCHRGR will invoice Customer for any documented non-cancellable, non-mitigable expenses that SPRCHRGR has incurred with respect to the Services (including, without limitation, license fees paid to third parties) and Customer shall pay such invoiced amount within thirty (30) days of receipt of such invoice, or in accordance with the payment terms set forth in the applicable Order, if earlier. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICES PROVIDED DURING A FREE TRIAL PERIOD ARE PROVIDED "AS-IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES.

9.2. Third-Party Software Price Adjustments. For any third-party software or service billed to SPRCHRGR that is related to the Services we provide to Customer, if the provider of such software or service increases the price charged to SPRCHRGR for licensing, subscription, or access, SPRCHRGR reserves the right to pass through such cost increases to Customer. SPRCHRGR will provide written notice to Customer of any such price increase at least thirty (30) days prior to the effective date. Customer agrees to pay the amounts corresponding to such price increase included in the Fees reflected in SPRCHRGR’s invoices.

9.3. Taxes. Customer is responsible for any sales, use, value-added, withholding, or similar taxes, levies, duties, or governmental charges (collectively, “Taxes”) other than taxes based on SPRCHRGR’s income. Fees and expenses are exclusive of Taxes. If SPRCHRGR has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 9.3, SPRCHRGR will invoice Customer, and Customer will pay that amount unless Customer provides SPRCHRGR with a valid tax exemption certificate authorized by the appropriate taxing authority.

10. Liability and Risk Management.

10.1. Insurance. SPRCHRGR will maintain, at its own expense, the following insurance coverage during the term of this Agreement:

(a) Commercial General Liability insurance with limits of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate, covering bodily injury, property damage, and related liabilities;

(b) Professional Liability (Errors and Omissions) insurance covering liabilities arising from the performance of the Services, with limits of not less than two million dollars ($2,000,000) per claim and two million dollars ($2,000,000) in the aggregate; and

(c) Cyber Liability insurance covering data breaches, unauthorized access, and other security incidents, with limits of not less than two million dollars ($2,000,000) per claim and two million dollars ($2,000,000) in the aggregate.

Upon written request to legal@sprchrgr.com, SPRCHRGR will provide Customer with a certificate of insurance evidencing such coverage. Customer will maintain, at its own expense, insurance coverage of the types and in the amounts that are commercially reasonable for its business and sufficient to cover its obligations under this Agreement. Customer is encouraged to maintain cyber liability coverage appropriate to the Customer Data and systems it makes available to SPRCHRGR. Specific minimum coverage requirements apply to Customer only where expressly stated in an Order.

10.2. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR (A) CUSTOMER’S OBLIGATIONS UNDER SECTIONS 2.1, 4.5, AND 6, AND (B) A PARTY’S OBLIGATIONS UNDER SECTIONS 11 AND 12, NEITHER PARTY NOR ITS LICENSORS (AND IN THE CASE OF SPRCHRGR, ANY OF SPRCHRGR’S AFFILIATES AND THEIR RESPECTIVE BUSINESS PARTNERS, LICENSEES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AND AGENTS) SHALL BE LIABLE TO THE OTHER PARTY FOR ANY (I) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, PRODUCTS LIABILITY AND STRICT LIABILITY, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN, OR (II) AMOUNTS IN THE AGGREGATE THAT EXCEED (Y) IN THE CASE OF SUBSCRIPTION SERVICES, THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SPRCHRGR DURING THE THEN-CURRENT SUBSCRIPTION TERM, AND (Z) IN THE CASE OF CONSULTING SERVICES, THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SPRCHRGR DURING THE SIX (6) MONTHS PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM. The parties agree that limitations and exclusions of liability specified in this Section 10 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

10.3. AI Outputs Disclaimer. WITHOUT LIMITING THE FOREGOING, SPRCHRGR MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI OUTPUTS, WHICH MAY BE SUBJECT TO ERRORS, OMISSIONS, OR UNINTENDED RESULTS, AND ARE NOT A SUBSTITUTE FOR CUSTOMER’S INDEPENDENT REVIEW, ANALYSIS, AND PROFESSIONAL JUDGMENT.

10.4. No Warranty for Third-Party Systems and Services. SPRCHRGR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY SERVICES (INCLUDING AUTHENTICATOR APPLICATIONS OR THIRD-PARTY SOFTWARE OR AI SERVICES) THAT CUSTOMER OR ITS AUTHORIZED USERS USE IN CONNECTION WITH THE SERVICES, INCLUDING WITH RESPECT TO AVAILABILITY, ACCURACY, SECURITY, OR FUNCTIONALITY. CUSTOMER ACKNOWLEDGES AND AGREES THAT USE OF SUCH THIRD-PARTY SYSTEMS AND SERVICES IS AT CUSTOMER’S SOLE RISK, AND SPRCHRGR DISCLAIMS ALL LIABILITY OR RESPONSIBILITY FOR ANY FAILURES OR DAMAGES RESULTING FROM THEIR USE.

10.5. Disclaimer of Liability for Misuse of Lost or Compromised Credentials. SPRCHRGR FURTHER DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR UNAUTHORIZED ACCESS, FRAUDULENT TRANSACTIONS, OR OTHER MISUSE RESULTING FROM THE USE OF LOST, STOLEN, OR COMPROMISED DEVICES OR CREDENTIALS, UNLESS AND ONLY TO THE EXTENT THAT SUCH ACCESS OR TRANSACTIONS OCCUR AFTER CUSTOMER HAS PROVIDED EFFECTIVE WRITTEN NOTICE TO SPRCHRGR AND SPRCHRGR HAS ACKNOWLEDGED RECEIPT OF THAT NOTICE IN WRITING, AS DESCRIBED IN SECTION 8.3.5. FOR CLARITY, SPRCHRGR SHALL HAVE NO LIABILITY FOR ANY TRANSACTIONS OR REQUESTS AUTHENTICATED USING COMPROMISED CREDENTIALS THAT OCCUR PRIOR TO OR CONTEMPORANEOUSLY WITH SPRCHRGR’S ACKNOWLEDGEMENT OF SUCH NOTICE, AND SPRCHRGR SHALL BE ENTITLED TO RELY ON THE AUTHENTICATION PROCESS IN GOOD FAITH UNLESS AND UNTIL SUCH NOTICE IS EFFECTIVELY RECEIVED AND ACKNOWLEDGED.

10.6. Allocation of Risk. The parties agree that the limitations and exclusions of liability in this Section 10 reflect a reasonable allocation of risk between the parties and form a material basis of the bargain between them.

11. Confidential Information.

11.1. Prior Agreements Superseded. This Section 11 supersedes any prior confidentiality agreement or non-disclosure agreement between the parties unless otherwise expressly agreed in writing.

11.2. Use and Protection of Confidential Information. Each party (as applicable, the “Recipient”) will not use any Confidential Information of the other party (as applicable, the “Discloser”) except as necessary to perform its obligations or exercise its rights under this Agreement including as permitted under Section 2, and will not use or disclose such Confidential Information to any third party, other than its officers, employees, contractors, or representatives of the Recipient with a need to know for purposes of this Agreement and who are subject to confidentiality obligations consistent with the terms of this Agreement (“Representatives”). The Recipient will protect the Discloser’s Confidential Information using at least reasonable care and no less than the degree of care it uses to protect its own confidential information of a similar nature. Upon termination or expiration of this Agreement, or earlier upon request of the Discloser, the Recipient shall promptly return or destroy (at the Discloser’s election) the Discloser’s Confidential Information in its possession or under its control, except that the Recipient may retain copies as required for legal, regulatory, bona fide internal recordkeeping purposes, and routine backup or archival systems, subject to the confidentiality obligations set forth herein.

11.3. Exclusions. The confidentiality obligations of this Section 11 shall not apply to any information that: (a) is or becomes publicly known without any fault of or participation by the Recipient or its Representatives; (b) was in Recipient’s possession prior to the time it was received from the Discloser or came into the Recipient’s possession thereafter, in each case lawfully obtained from a source other than the Discloser or its Representatives and not subject to any obligation of confidentiality or restriction on use; or (c) is independently developed by the Recipient without reference to the Discloser’s Confidential Information. It shall not be a violation of this Section 11 for the Recipient to disclose any Confidential Information to the extent it is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Recipient shall, unless prohibited by law, notify the Discloser of the requirement of disclosure before making such disclosure and shall comply with any protective order or other limitation on disclosure obtained by the Discloser.

11.4. Equitable Relief. Any use or disclosure of the Discloser’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the Discloser irreparable damage for which remedies other than injunctive relief may be inadequate, and both Parties agree that the Discloser may seek injunctive or other equitable relief seeking to restrain such use or disclosure.

11.5. Duration. The provisions of this Section 11 will survive the termination or expiration of this Agreement for any reason for a period of five years, except that with respect to any Confidential Information that constitutes a trade secret under applicable, these provisions will survive for so long as such information retains its status as a trade secret under such law.

12. Indemnification.

12.1. By SPRCHRGR. Subject to Section 12.3, SPRCHRGR will indemnify, defend, and hold harmless Customer and its affiliates and their respective officers, directors, employees, agents and other representatives (collectively, the “Indemnitees”) against all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties, including reasonable attorneys’ and consultants’ fees or other expenses (collectively “Losses”) to the extent arising from any third-party claims, actions, or proceedings alleging that (a) the Services or Software infringe, violate or misappropriate any third party’s Intellectual Property Rights (an “IP Claim”), or (b) a third party has suffered injury to person or damage to tangible personal property caused by the gross negligence or willful misconduct of SPRCHRGR or any of its officers, directors, employees, or agents.

12.2. Remedies for IP Claims. If SPRCHRGR determines that its provision of the Services is or may be the subject of an IP Claim, SPRCHRGR may, in its sole discretion and at its sole cost and expense, elect to: (a) modify the Services to eliminate the cause of the IP Claim; (b) cease to provide the applicable Services and refund any prepaid Fees in respect of the applicable Services; or (c) procure for Customer the right to continue the use of the infringing component of the Services. SPRCHRGR’s execution and completion of the foregoing remedies will be SPRCHRGR’s sole liability, and Customer’s exclusive remedy, for any such IP Claim.

12.3. Exceptions. SPRCHRGR will have no indemnity obligation for any IP Claim to the extent arising from: (a) any combination, operation, or use of the System, Software or Services by Customer with any programs, data, content, or equipment not supplied by SPRCHRGR or not specified in writing for such purpose (collectively, the “Combined Items”), if such infringement would have been avoided absent the combination, operation, or use of such Combined Items; (b) any unauthorized modification of the System or Software by Customer; (c) Customer’s failure to implement any replacement or modification of the System or Software provided by SPRCHRGR; (d) Customer’s use of the Services in violation of this Agreement or applicable law; or (e) any Customer Data, inputs, prompts, instructions, or other materials provided by or on behalf of Customer, or any AI Outputs.

12.4. By Customer. Customer will indemnify, defend, and hold harmless SPRCHRGR, and its affiliates, officers, directors, employees, agents, and other representatives against all Losses arising from any third-party claims, actions or proceedings, arising out of or in connection with: (a) Customer’s use of the Services in violation of this Agreement or applicable law; (b) Customer’s breach or violation of this Agreement; (c) any access to or use of the request authentication process described in Section 8.3., including any fraudulent or unauthorized request made using a device or credentials associated with Customer or its Authorized Users, regardless of whether such request was initiated by an Authorized User, unless the unauthorized use resulted solely from SPRCHRGR’s gross negligence or willful misconduct; (d) Customer’s violation of the rights of any third party, including, without limitation, any claims that (i) Customer Data, or the collection or use thereof, infringes or misappropriates any third party right, or (ii) the combination by or on behalf of Customer of any Customer software, Customer Data, content, other data, marks or other materials with the Services infringes or violates any third party’s Intellectual Property Rights; or (e) generation or any use of AI Outputs by or on behalf of Customer, or any decisions, actions, or omissions taken in reliance on such AI Outputs.

12.5. Indemnification Procedure. If any party is entitled to indemnification under this Section 12, the party seeking such indemnification (the “Indemnified Party”) must: (a) promptly notify the other party (the “Indemnitor”) of the existence of the claim (together with copies of any applicable documents or other relevant information), provided that any delay or failure to so notify the Indemnitor shall not relieve the Indemnitor from its responsibilities hereunder, except to the extent the Indemnitor is actually prejudiced by any such failure or delay; (b) provide Indemnitor with reasonable assistance and cooperation in connection with the defense of the claim, in each case at the Indemnitor’s sole expense; and (c) allow Indemnitor to control the defense of the claim and any related settlement negotiations, provided that the Indemnified Party shall have the right to participate in such claim or settlement negotiations, with counsel of its choosing and at its sole expense. The Indemnitor may not consent to entry of any judgment or enter into any settlement that imposes liability or obligations on the Indemnified Party or diminishes the Indemnified Party’s rights without first obtaining the Indemnified Party’s express written consent (not to be unreasonably withheld, conditioned, or delayed).

13. Dispute Resolution.

13.1. Customer Concerns. Most concerns can be resolved quickly and to Customer’s satisfaction by contacting us at support@sprchrgr.com. We will try our best to resolve any disagreement with you by first discussing it in good faith. If we can’t resolve the issue within thirty (30) days of discussion, you or we may escalate dispute resolution actions as set forth in this Section 13.

13.2. Disputes. By agreeing to these Terms, Customer expressly agrees to the arbitration of all Disputes. Any controversy, allegation, or claim that arises out of or relates to the Services, these Terms, or any additional terms, whether heretofore or hereafter arising (collectively, a “Dispute”), except for any Excluded Disputes defined in Section 13.6 below, shall be finally resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator or arbitral panel may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, the remaining portions of the arbitration provisions will remain in force.

13.3. Arbitration Procedures. In the event Customer’s concern cannot be resolved informally, Customer and SPRCHRGR agree that, except as provided in Section 13.6 below, all Disputes, (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth in this Section 13 (Dispute Resolution) and the JAMS Rules, the terms in this Section 13 will control and prevail.

Except as otherwise set forth in Section 13.6 below, you may seek any remedies available to you under federal, state, or local laws in an arbitration action. As part of the arbitration, both you and SPRCHRGR will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given, and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms, (a) you and SPRCHRGR may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.

IN THE CASE OF ARBITRATION AND WHERE PERMITTED BY LAW, YOU ARE AGREEING TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.

13.4. Location. The arbitration will take place in the City and County of Los Angeles, California, United States of America, unless the parties agree to video, phone, or internet connection appearances.

13.5. Limitations. You and SPRCHRGR agree that any arbitration shall be limited to the Claim between SPRCHRGR and you individually. YOU AND SPRCHRGR AGREE THAT: (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

13.6. Exceptions to Arbitration. You and SPRCHRGR agree that the following Claims are not subject to the above provisions concerning binding arbitration (“Excluded Disputes”): (a) any controversy, allegation or claim that arises out of or relates to our actual or alleged intellectual property rights; (b) any claim related to, or arising from, allegations of theft, piracy, invasion of privacy, unauthorized use, or enforcing collection of past-due fees payable to us under this Agreement; (c) any claim related to or arising from an Order which contains its own dispute resolution terms; and (d) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

13.7. Arbitration Fees. If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we initiate arbitration for a Claim, we will pay the costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.

13.8. Severability. You and SPRCHRGR agree that if any portion of this Section 13 is found illegal or unenforceable (except any portion of Section 13.6), that portion shall be severed and the remainder of the section shall be given full force and effect. If Section 13.6 is found to be illegal or unenforceable then neither you nor SPRCHRGR will elect to arbitrate any Claim falling within that portion of Section 13.6 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the City and County of Los Angeles, California, United States of America, and you and SPRCHRGR agree to submit to the personal jurisdiction of that court.

14. Miscellaneous.

14.1. Compliance with Laws. Each party must comply with all applicable laws in connection with its performance under this Agreement.

14.2. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument.

14.3. Independent Contractors. The parties are independent contractors. Each party will be responsible for its own taxes, insurance, and expenses, except as expressly set forth in this Agreement. Neither party is authorized to make any agreement, warranty, or representation on the other party’s behalf or to incur any obligation, express or implied, on the other party’s behalf. Both SPRCHRGR and Customer are authorized to enter into this Agreement and there are no other agreements existing that would prohibit either of them from doing so.

14.4. Communications Between Us. Unless another provision of these Terms requires otherwise, if any condition of these Terms requires you to give us notice in writing, you can send this to us at support@sprchrgr.com. If we are required to give you notice in writing, we may do so by email or using any other contact details you provide to us. Otherwise, the parties may communicate via standard business communication methods, including text, email, secure file transfer and cloud-based collaboration.

14.5. Publicity. SPRCHRGR may identify Customer as a customer and use Customer’s name and logo in SPRCHRGR’s marketing materials, including on its website, in publicly available customer lists, and in media releases, in accordance with Customer’s reasonable brand guidelines, if provided. Additionally, if either party provides the other with a testimonial or endorsement, the receiving party may use such testimonial or endorsement in its marketing materials. Neither party will make any public statements that materially disparages or harms the reputation of the other party; provided that nothing in this Section 14.5 restricts either party from making truthful statements as required by applicable law or legal process.

14.6. Modifications. SPRCHRGR may modify these Terms from time to time; provided that any such modification will be effective only with respect to Orders entered into after the effective date of such modification, unless Customer otherwise agrees in writing.

14.7. No Waiver. Any waiver of a provision of this Agreement must be in writing and signed by the party to be charged. A valid waiver hereunder shall not be interpreted to be a waiver of that obligation in the future or any other obligation under this Agreement.

14.8. Force Majeure. Neither SPRCHRGR nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of the affected party, which may include, without limitation, denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action (each, a “Force Majeure Event”).

14.9. Assignment. Neither party may assign or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in their entirety, without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section 14.9 will be null and void.

14.10. Severability. Except as otherwise provided in Section 13.8, if any provision of these Terms is held to be invalid or unenforceable, then that portion shall be severed, and the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms.

14.11. No Third-Party Beneficiaries. These Terms do not create any right in favor of any third party.

14.12. Governing Law. These Terms, and any matter arising out of or relating to these Terms, and any claim, cause of action, controversy, or matter in dispute between Customer and SPRCHRGR, whether sounding in contract, tort, statute, regulation, or otherwise, will be governed by and construed in accordance with the laws of the State of California, consistent with the Federal Arbitration Act, without reference to any choice or conflict of laws principles (whether of the State of California or any other jurisdiction).

14.13. Entire Agreement. These Terms, including any Orders and any documents, policies or terms expressly referenced and incorporated into this Agreement (including, without limitation, the Subscription Service Terms and any applicable AI Addendum), constitute the entire agreement and understanding between Customer and SPRCHRGR with respect to the Services and supersede all prior or contemporaneous agreements, proposals, or understandings relating to the subject matter hereof.

14.14. Order of Precedence. In the event of any conflict among the documents comprising this Agreement, the following order of precedence will apply: (a) the applicable Order, but only with respect to the specific Services, Fees, scope, and other transaction-specific terms expressly set forth therein; (b) the AI Addendum, solely with respect to AI Features, AI Outputs, and related rights, restrictions, and risk allocations; (c) the Subscription Service Terms, solely with respect to Subscription Services; and (d) these Terms. For clarity, the Website Terms of Use govern only access to and use of SPRCHRGR’s public-facing websites and do not govern purchased Services except as expressly stated.