Terms of Service

Last Updated: April 2, 2024

This Terms of Service ("Agreement") is a legally binding contract between you and Substrate Labs Inc. ("Substrate," "us," "we," or "our") regarding your use of the Service (as defined in Section 1). References to "Customer", "you", and "your" refer to the individual, company, or other entity that accepts the Agreement, by executing an ordering document provided to you by us, placing an Order using online functionality Substrate makes available like clicking a box, creating an Account (as defined in Section 3.2), or otherwise affirmatively accepting the Agreement through another means Substrate offers you. If the Service is being used on behalf of a company or other entity by an individual authorized to accept this Agreement on its behalf, then all references to "Customer," "you," or "your" refer to the company or other entity. If you are a company or other entity, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement. If you are accepting this Agreement on behalf of a company or other entity and an authorized representative of the entity has already accepted this Agreement on behalf of the entity or entered into a separate agreement regarding the use of the Service ("Separate Agreement") prior to the date upon which you accept this Agreement ("Effective Date"), this Agreement will not apply to you, and your and the entity's rights and obligations with respect to the Service will at all times be governed by, and subject to, the Separate Agreement. If you are not eligible, or do not agree to the terms and conditions of this Agreement, then you do not have our permission to use the Service. Your use of and our provision of the Service to you, constitutes an Agreement by Substrate and by you to be bound by this Agreement.

1. Defined Terms. Certain capitalized terms used in this Agreement are defined in Section 14 (Definitions) and others are defined contextually in this Agreement.

2. Overview. The Service provides features and functionalities in connection with Substrate's unified application programming interface ("API") for open-source machine learning models ("Service"). During the Subscription Term (defined below) and subject to the Customer's compliance with this Agreement, Substrate will make the API available to the Customer under the terms and conditions set forth in this Agreement.

3. The Service.

3.1. Permitted Use. Subject to the terms and conditions of this Agreement and each Order, Substrate will make the Service available to Customer and, if Customer is a company or entity, to Customer's Users during the Subscription Term. Customer may only use the Service internally.

3.2. Access. To access the Service, Customer and its Users must register for an account ("Account") and, in doing so, may be required to provide Substrate with information (such name, email address, or other contact information). Customer agrees that the information it provides to Substrate is accurate, complete, and not misleading and that it will keep it accurate and up to date at all times. Only Users, using the mechanisms designated by Substrate (including, if applicable, API access keys) ("Log-in Credentials"), may access and use the Service. Each User must keep their Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users' compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Substrate's breach of this Agreement). Customer will promptly notify Substrate if Customer becomes aware of any compromise of any Log-in Credentials. Substrate may Process Log-in Credentials in connection with Substrate's provision of the Service or for Substrate's internal business purposes. Customer represents and warrants to Substrate that: (a) it has not previously been suspended or removed from the Service; and (b) its registration and use of the Service is in compliance with all Laws.

3.3. License. Subject to the terms and conditions of this Agreement, Substrate hereby grants to Customer a non-exclusive, royalty-free, fully paid-up, non-sublicensable, non-transferable (except pursuant to Section 13.1) license, during the Subscription Term, to: (a) download, reproduce, and use Substrate's Documentation, technical literature, sample code, and other materials related to the APIs, and reproduce and modify any source code made available as part of such materials; and (b) make calls to Substrate's APIs; in each case of (a) and (b), solely as specified in the Documentation and in accordance with this Agreement. Substrate reserves the right to monitor Customer's use of the APIs and may restrict Customer's access to the API or limit the volume of API calls in that Customer may make, including if Customer's use exceeds Substrate's API call limits or has a negative impact on performance of the Service. Substrate may, but has no obligation to, update, upgrade, or otherwise modify its APIs and features or functionality thereof. For avoidance of doubt, Customer's right to use the APIs is subject to Section 3.4 (Restrictions).

3.4. Restrictions. Customer will not (and will not permit its Users or anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Service to a third party (other than Users); (b) use the Service on behalf of, or to provide any product or service to, third parties; (c) use the Service to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Service (other than as contemplated by the Documentation with respect to the source code), except to the extent expressly permitted by Law (and then only with prior notice to Substrate); (e) modify or create derivative works of the Service or copy any element of the Service; (f) remove or obscure any proprietary notices in the Service; (g) publish benchmarks or performance information about the Service; (h) interfere with the operation of the Service, circumvent or violate any access, usage, rate, concurrency, or frequency restrictions, or conduct any security or vulnerability test of the Service; (i) transmit any viruses or other harmful materials to the Service or perform denial-of-service attacks or other similar attacks; (j) take any action that risks harm to others or to the security, availability, or integrity of the Service; (k) access or use the Service in a manner that violates any Law; (l) use the Service with Prohibited Data or for High Risk Activities; (m) use the Service in any way other than as expressly authorized in the Agreement; or (n) authorize or knowingly assist any third party to do any of the foregoing. Customer acknowledges that the Service is not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Substrate is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Substrate has no liability for Prohibited Data or use of the Service for High Risk Activities.

3.5. Data Protection Laws. Customer will not use the Service with any Customer Data that is subject to Data Protection Laws without first entering into a data processing addendum with Substrate concerning the Processing of such Customer Data in accordance with such Data Protection Laws.

3.6. Support. During the applicable Subscription Term, Substrate will provide Customer with support for the Service during Substrate's normal business hours and in accordance with Substrate's standard support practices ("Support").

3.7. Use of Customer Data. Customer grants Substrate the non-exclusive, worldwide, sublicensable right to use, copy, store (temporarily), disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data solely to the extent necessary to: (a) provide the Service (including the generation of AI Output and the provision of other AI Features); (b) create, derive, or generate Usage Data; (c) create and compile Aggregated Data; and (d) as otherwise required by Laws or as agreed to in writing between the parties.

3.8. Privacy Policy. To the extent Personal Data as defined in Substrate's Privacy Policy at https://docs.substrate.run/reference/legal/privacy-policy (opens in a new tab) is uploaded, transmitted, submitted, provided, or processed in connection with Customer's use of the Service, Substrate will comply with the Privacy Policy.

3.9. Usage Data; Aggregated Data. Substrate may Process Usage Data and Aggregated Data for internal business purposes to: (a) track use of Service for billing purposes; (b) provide support for Service; (c) monitor the performance and stability of the Service; (d) prevent or address technical issues with the Service; (e) improve Service, our other products and services, and to develop new products and services (including without limitation, to train artificial intelligence or machine learning models); and (f) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data.

3.10. Customer Obligations. Customer is responsible for its Customer Data, including its content and accuracy, and will comply with Laws and the Documentation when using the Service. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Substrate to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process the Customer Data as set forth in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data.

3.11. Suspension. Substrate may immediately suspend Customer's and its Users' access to the Service if: (a) Customer breaches Section 3.4 (Restrictions) or Section 3.10 (Customer Obligations); (b) Customer's Account is 30 days or more overdue; (c) changes to Laws or new Laws require that Substrate suspend the Service or otherwise may impose additional liability on us; or (d) Customer's or its Users' actions risk harm to any of Substrate's other customers or the security, availability, or integrity of the Service. Where practicable, Substrate will use reasonable efforts to provide Customer with prior notice of the suspension. If the issue that led to the suspension is resolved, Substrate will use reasonable efforts to restore your access to the Service.

3.12. Modifications to the Service. Substrate may modify or discontinue all or any part of the Service at any time (including by limiting or discontinuing certain features or functionality of the Service), temporarily or permanently, without notifying Customer (except that Substrate will use commercially reasonable efforts provide Customer with 30 days' prior notice in the event of any deprecation of any material feature or functionality of the Service). Substrate will have no liability for any change or modification to the Service or any suspension or termination of access to or use of the Service as a result thereof. Notwithstanding the foregoing, any such change or modification will only apply on a going-forward basis.

3.13. Customer Systems. Customer will provide and maintain any hardware, software, other technology, and infrastructure that Customer requires to access and use the Service. Customer will be solely liable for implementation, securing, and maintaining the foregoing, and Substrate will not be liable to Customer for any failure or non-fulfillment of Customer to do so.

3.14. AI Features. a) Generally. Certain portions of the Service may include or be powered by generative artificial intelligence ("AI Features"), which may generate and return an output to Customer ("AI Output"). The AI Output will be deemed Customer Data hereunder. Customer acknowledges that AI Outputs provided to Customer may be similar or identical to AI Outputs independently provided by Substrate to others. b) Infringement by Outputs. Due to the nature of the AI Features, Substrate does not represent or warrant that (a) any AI Output does not incorporate or reflect third-party content or materials or (b) any AI Output will not infringe third-party intellectual property rights. c) Optional AI Features. Certain optional AI Features (the "Optional AI Features") may require Substrate to retain certain Customer Data (e.g., embeddings, AI Output, etc.) for extended periods to enable higher performance or additional features of the Service. Customer grants Substrate the non-exclusive, worldwide, revocable (provided such revocation may prevent Substrate from providing Optional AI Features), sublicensable right to store and publicly display Customer Data solely to the extent necessary to provide Optional AI Features. Optional AI Features may be enabled or disabled upon reasonable written notice to Substrate, or as otherwise provided by Substrate through the Service. d) Additional Use Restrictions. Some of the Third-Party Platforms that Substrate employs to provide the AI Features have restrictions on the types of data that can be submitted to their services. Before using any AI Features, Customer should review and ensure it complies with the acceptable use policies of the Third-Party Platforms, including those available at https://stability.ai/use-policy (opens in a new tab) and https://openai.com/policies/usage-policies (opens in a new tab). Customer is responsible for its compliance with such policies, and Substrate has no responsibility for Service interruptions caused by Customer's violation of such policies. Substrate may suspend or terminate Customer's use of all or part of the Service if Substrate becomes aware that Customer is violating such policies. e) Disclaimer. AI Outputs are generated through machine learning processes and are not tested, verified, endorsed, or guaranteed to be accurate, complete, or current by Substrate. Customer should independently review and verify all AI Outputs as to appropriateness for any or all Customer use cases or applications.

3.15. Third-Party Platforms. Use of Third-Party Platforms are subject to Customer's agreements with the relevant provider and not this Agreement. Substrate does not control and have no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Service or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Service, Customer authorizes Substrate to access and exchange Customer Data with such Third-Party Platform on Customer's behalf. 3.16. Open Source. The Service may be distributed or used with certain third-party open source software ("OSS"), as listed in the Documentation or as specified by Substrate upon prior written request by Customer. Any use of OSS on a stand-alone basis will be subject to the terms of the applicable OSS license and not this Agreement.

4. Commercial Terms.

4.1. Subscription Term Renewal. Each Subscription Term will automatically renew for successive terms equal in length to the Subscription Term. Customer may cancel the Service by in the Substrate Dashboard or by emailing [email protected]. YOUR CANCELLATION MUST BE RECEIVED AT LEAST THIRTY (30) DAYS BEFORE THE EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION TERM IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION PERIOD.

4.2. Fees. Fees for the Service are described in the Order. All fees for the Service ("Fees") will be paid in US dollars unless otherwise provided in an Order. Fees are invoiced or charged as described in the Order. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. Your Account will be charged a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less and Customer will also be responsible for Fees or charges that are incidental to any chargeback or collection of any the unpaid amount including any collection Fees. All Fees and other expenses are non-refundable. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Substrate's income tax ("Taxes"). Fees are exclusive of all Taxes.

4.3. Authorization. You authorize Substrate or its third-party payment processors to charge all sums for the Orders that you place and any level of Service you select as described in this Agreement or published by Substrate, including all applicable Taxes, to the payment method specified in your Account. If you pay any Fees with a credit card, then Substrate may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You agree that Substrate may seek pre-authorization of the credit card account Customer provide to Substrate for payment prior to any purchase to verify that the credit card is valid and has the necessary funds or credit available to cover such purchase. If your payment method is no longer valid at the time a renewal Fee is due, then Substrate reserves the right to delete your Account and any information or Customer Data associated with your Account without any liability to you.

4.4. Pricing. Substrate reserves the right to determine pricing for the Service. We will use reasonable efforts to keep pricing information with respect to the Service that is published on Substrate's pricing page available https://substrate.run/pricing (opens in a new tab) up to date, and Substrate encourages Customers to check it regularly for current pricing information. Unless Substrate and Customer otherwise agree in an Order executed by the parties, Substrate may change the Fees for the Service (including any feature or functionality of the Service) and Substrate will notify Customer of any such changes before they apply. Substrate may make promotional offers with different features and different pricing to any of Substrate's other customers. These promotional offers, unless made to Customer, will not apply to your Order or this Agreement.

4.5. Renewal Fees. Unless otherwise agreed to by the parties, Fees for renewal Subscription Terms are at Substrate's then-current Fees at the time of such renewal regardless of any discounted pricing in a prior Order or promotional offers previously extended to Customer.

4.6. Delinquent Accounts. Substrate may suspend or terminate access to the Service for any Account for which any amount is due but unpaid. In addition to the amounts due for the Service, a delinquent Account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees. If your payment method is no longer valid at the time payment is due, then Substrate reserves the right to delete your Account and any information associated with your Account without any liability to you.

5. Limited Warranty; Disclaimer.

5.1. Limited Warranty. Substrate warrants to Customer that the Service will perform materially as described in the Documentation during a Subscription Term ("Limited Warranty").

5.2. Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 5.1, THE SERVICE IS PROVIDED "AS IS". SUBSTRATE, ON OUR OWN BEHALF AND ON BEHALF OF OUR SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT CUSTOMER'S USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT SUBSTRATE WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. SUBSTRATE IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE SUBSTRATE'S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.

5.3. Warranty Remedy. If Substrate breaches a Limited Warranty during the Subscription Term and Customer makes a reasonably detailed warranty claim in the manner required by Substrate within 30 days of discovering a breach of the Limited Warranty for the Service, then Substrate will use reasonable efforts to correct the non-conformity. If Substrate cannot do so within 30 days of receipt of Customer's warranty claim, either party may terminate the affected Order as it relates to the Service. Substrate will then refund to Customer any pre-paid, unused Fees for the terminated portion of the applicable Subscription Term. This Section 5.3 sets forth Customer's exclusive remedy and Substrate's entire liability for breach of the Limited Warranty. This warranty does not apply to: (a) issues caused by Customer's or Users' misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party Platforms or other third-party systems; (c) use of the applicable Service other than according to the Documentation; or (d) Trials and Betas (defined below) or other free or evaluation use. 6. Term and Termination.

6.1. Term. This Agreement starts on the Effective Date and continues until terminated in accordance with the terms of this Agreement.

6.2. Termination. Either party may terminate this Agreement (including any or all Orders) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. Either party may terminate this Agreement upon 15 days' prior written notice to the other if there are no Orders then-in-effect. If Customer violates any provision of this Agreement, then your authorization to access the Service and this Agreement automatically terminate. In addition, Substrate may, in our sole discretion, terminate this Agreement or Customer's Account on the Service, or suspend or terminate Customer's access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to Customer arising from such termination. Customer may terminate your Account and this Agreement at any time by contacting [email protected]

6.3. Effect of Termination. Upon expiration or termination of an Order, Customer's access to and Substrate's obligations to provide the Service will cease, including any licenses and other rights granted to any of Substrate's APIs. If applicable, Customer must uninstall the APIs. Substrate will be under no obligation to store or retain any Customer Data and may delete any Customer Data at any time in our sole discretion. Customer Data and other Confidential Information, as defined in Section 10, may be retained in Recipient's (defined below) standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement's confidentiality restrictions.

6.4. Survival. These Sections survive expiration or termination of this Agreement: 3.4 (Restrictions), 3.9 (Usage Data; Aggregated Data), 3.10 (Customer Obligations), 3.14 (AI Features), 4.2 (Fees), 4.3 (Authorization), 5.2 (Disclaimer), 6.3 (Effect of Termination), 6.4 (Survival), 7 (Ownership), 8 (Limitations of Liability), 9 (Indemnification), 10 (Confidentiality), 13 (Miscellaneous), and 14 (Definitions). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

7. Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data. Except for Customer's use rights in this Agreement, Substrate and our licensors retain all intellectual property rights and other rights in the Service (including all APIs), Software, Documentation, Aggregated Data, Usage Data, and Substrate's technology, templates, formats, and dashboards, including any modifications or improvements to these items made by us. If Customer provides Substrate with feedback or suggestions regarding the Service or our other offerings (collectively, "Feedback"), Substrate may use the Feedback or suggestions without restriction or obligation.

8. Limitations of Liability. Except for Customer's breaches of Sections 3.1 (Permitted Use), 3.4 (Restrictions), 3.10 (Customer Obligations), either party's breach of Section 10 (Confidentiality) (but excluding claims relating to Customer Data), and amounts payable to third parties under the indemnifying party's obligations in Section 9 (Indemnification) (collectively, "Excluded Claims"), neither Substrate's, Customer's or their respective suppliers or licensors will have liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance. Except for Excluded Claims, neither Substrate's, Customer's, or their respective suppliers' or licensors' liability arising out of or related to this Agreement will exceed in aggregate the amounts paid or payable by Customer to Substrate pursuant to this Agreement during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under this Agreement. The waivers and limitations in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

9. Indemnification. Customer will defend Substrate, our affiliates, and their respective directors, officers, employers, agents, successors and assigns ("Substrate Indemnities") from and against any third-party claim to the extent resulting from: (a) Customer Data; (b) Customer's breach or alleged breach of Section 3.10 (Customer Obligations); (c) Customer's or its Users' violations of Law, fraud, gross negligence, or willful misconduct; or (d) Customer's or its Users' breach or non-fulfillment of any representation, warranty, or covenant in this Agreement, and Customer will indemnify and hold the Substrate Indemnities harmless against any damages and costs awarded against the Substrate Indemnities (including reasonable attorneys' fees) or agreed in a settlement by Customer resulting from the claim.

10. Confidentiality.

10.1. Definition. "Confidential Information" means information disclosed to the receiving party ("Recipient") under this Agreement that is marked by the disclosing party ("Discloser") as proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the time of disclosure. Our Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service.

10.2. Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 3.7 (Use of Customer Data); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser's request, Recipient will delete all Confidential Information, except, in the case where Substrate is the Recipient, Substrate may retain the Customer's Confidential Information to the extent required to continue to provide the Service. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided Recipient remains responsible for their compliance with this Section 10 and they are bound to confidentiality obligations no less protective than this Section 10.

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

10.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 10.

10.5. Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

11. Trials and Betas. If Customer or its Users receive access to or use of Service or features thereof on a free or trial basis or as an alpha, beta, or early access offering ("Trials and Betas"), such access to or use is permitted only for Customer's internal evaluation and testing purposes during the period designated by Substrate (not to exceed thirty 30 days unless otherwise agreed upon by the parties in writing). These Trials and Betas will be considered part of the Service and, subject to the remainder of this Section 11, all provisions of this Agreement relating to the Service will apply to these Trials and Betas. Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Substrate may never release, and their features and performance information are deemed to be Substrate's Confidential Information. Substrate may suspend Customer's and its Users' access to the Trials and Betas at any time. Customer's and its Users' use of Trials and Betas is at their own risk. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SUBSTRATE PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND OUR LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US $50.00.

12. Modifications. Substrate may modify this Agreement from time to time with notice to Customer. Modifications take effect at Customer's next Subscription Term or Order unless Substrate indicates an earlier effective date. If Substrate requires modifications with an earlier effective date and Customer objects, Customer's exclusive remedy is to terminate this Agreement with notice to Substrate, in which case Substrate will provide Customer a refund of any pre-paid Fees for the terminated portion of the current Subscription Term. To exercise this termination right, Customer must notify Substrate of its objections within 30 days after Substrate's notice of the modified Agreement. Once the modified Agreement takes effect Customer's continued use of the Service constitutes its acceptance of the modifications. Substrate may require Customer to click to accept the modified Agreement.

13. Miscellaneous.

13.1. General Provisions. This Agreement, including the Privacy Policy and any other agreements expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between Customer and Substrate regarding your use of the Service. Customer may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without Substrate's prior written consent. Substrate may assign this Agreement and all rights granted under this Agreement, including with respect to your Customer Data, at any time without notice or consent. The failure to require performance of any provision will not affect Substrate's right to require performance at any other time after that, nor will a waiver by Substrate of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. The parties are independent contractors, not agents, partners, or joint ventures. Throughout this Agreement the use of the word "including" means "including but not limited to." If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

13.2. Governing Law. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in San Mateo County, California and both parties submit to the personal jurisdiction of those courts.

13.3. Additional Terms. Customer's use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that Substrate may post on or link to from the Service ("Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.

13.4. Consent to Electronic Communications. By using the Service, Customer consents to receiving certain electronic communications from Substrate as further described in Substrate's Privacy Policy. Please read Substrate's Privacy Policy to learn more about Substrate electronic communications practices. Customer agree that any notices, agreements, disclosures, or other communications that Substrate sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.

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

13.6. Export. Customer will comply with all relevant U.S. and foreign export and import Laws in using any Service. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country; (b) agrees not to access or use Service in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Service any information controlled under the U.S. International Traffic in Arms Regulations.

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

13.8. Contact Information. The Service is offered by Substrate Labs, Inc., located at 199 Cook St. #102, Brooklyn, NY 11206. Customer may contact Substrate by sending correspondence to that address or by emailing Substrate at [email protected].

13.9. Notice to California Residents. If Customer are a California resident, then under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

13.10. Conflicts in Interpretation. If there are inconsistencies or conflicts between the terms of the body of this Agreement and the terms of any schedules, exhibits, attachments, addenda, Orders, and other documents attached to or incorporated by reference in this Agreement now or as later mutually agreed to by the parties, the order of precedence is as follows: (a) the terms of the Order (but only with respect to the Service purchased thereunder); (b) the terms contained in the body of this Agreement; (c) the terms of the applicable schedules, exhibits, attachments, addenda, and policies to this Agreement; and (d) the Documentation.

14. Definitions.

"Acceptable Use Policy" means the then-current version of Substrate's Acceptable Use Policy, which is available https://docs.substrate.run/reference/legal/usage-policy (opens in a new tab) or such other URL or location as may be specified by Substrate from time to time.

"Aggregated Data" means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.

"AI Features" has the meaning given to it in Section 3.14.a).

"AI Output" has the meaning given to it in Section 3.14.a).

"Customer Data" means any data or information that: (a) Customer (including its Users) submits to the Service, including from Third-Party Platforms; and (b) is collected, accessed, used, disclosed, transferred, transmitted, stored, hosted, or otherwise processed by Substrate to provide the Service to Customer.

"Customer Systems" means Customer's hardware, software, other technology, and infrastructure that Customer is required to provide and maintain in order for Customer to access and use the Service.

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

"Documentation" means the then-current version of Substrate's written usage guidelines and standard technical documentation for the Service, including without limitation the Acceptable Use Policy, that Substrate makes generally available or that are provided to Customer.

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

"Laws" means all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data, including Customer Personal Data as defined in Substrate's Privacy Policy, or personal information, or any similar concepts under applicable Laws.

"Optional AI Features" has the meaning given to it in Section 3.14.c).

"Order" means an order that is executed by the parties or a process Customer complete through the online order flow Substrate provide each of which references this Agreement.

"Privacy Policy" means the Privacy Policy https://docs.substrate.run/reference/legal/privacy-policy (opens in a new tab)

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

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

"Software" means any Substrate customer software, scripts, sample code, or other code provided by Substrate or use with the Service.

"Subscription Term" means the period during which Customer's subscription to access and use the Service is in effect, as identified in the applicable Order.

"Third-Party Platform" means any third-party platform, add-on, service, or product not provided by Substrate that Customer elects to integrate or enable for use with the Service.

"Usage Data" means information generated from the use of the Service, which data does not identify Users, any other natural human persons, or Customer, such as technical logs, data, and learnings about Customer's use of the Service, but excluding any identifiable Customer Data.

"User" means any employee or contractor of Customer that Customer allows to use the Service on Customer's behalf.