Terms of Service

1.1 Right to Use

Subject to Customer's compliance with the terms and conditions of these Terms, Judgment Labs grants Customer a limited, non-exclusive, revocable right to use the Services solely for Customer's internal business purposes on a device that Customer owns or controls. Customer may not resell, transfer, assign, or sublicense Customer's rights under these Terms to any third party or use the Services to provide services for the benefit of any third party.

1.2 Third-Party Providers

Certain Services or features thereof may rely on, interoperate with, or otherwise utilize or leverage products and/or services provided by third parties (such services, "Third-Party Services" and the providers of such services, "Third-Party Service Providers"). Customer is solely responsible and liable for complying with all terms, conditions and policies imposed by Third-Party Service Providers on Third-Party Services ("Third-Party Terms"). Judgment Labs is not, and will not be deemed to be, a party to any Third-Party Terms, all of which are exclusively between Customer and the applicable Third-Party Service Provider(s). Judgment Labs does not make any warranties or guarantees with respect to Third-Party Services, including the performance or continued availability of Third-Party Services and Judgment Labs may (either itself or as required by the Third-Party Service Provider) limit or cease providing interoperation with any or all Third-Party Services (and, as a consequence, certain or all features of the Services may be limited or ceased) without entitling Customer to any refund, credit, or other compensation if, for example and without limitation, the Third-Party Service Provider ceases to make the Third-Party Service available for interoperation or use with the Services in a manner acceptable to us. Moreover, the performance of Third-Party Services (and Third-Party Service Providers) is outside Judgment Labs's control. JUDGMENT LABS WILL NOT BE LIABLE FOR, AND JUDGMENT LABS EXPRESSLY DISCLAIMS, ANY LIABILITY FOR LOSSES, COSTS, OR EXPENSES TO THE EXTENT CAUSED BY ANY THIRD-PARTY SERVICES OR THIRD-PARTY SERVICE PROVIDERS OR FOR CUSTOMER'S COMPLIANCE (OR NON-COMPLIANCE) WITH ANY APPLICABLE THIRD-PARTY TERMS, EACH OF WHICH ARE CUSTOMER'S EXCLUSIVE RESPONSIBILITY AND LIABILITY.

1.3 Modifications; Support

Notwithstanding anything to the contrary in these Terms, (a) Judgment Labs may conduct maintenance on the Services from time to time without prior notice to Customer and (b) Judgment Labs may modify features of the Services from time to time at Judgment Labs's sole discretion. Except as expressly set forth in an Order Form, (i) Judgment Labs will not be required to provide any support with respect to the Services and (ii) no service levels, uptime requirements, or other performance standards, obligations, or requirements will apply to the Services.

2.1 Authorization

Customer represents and warrants that (a) Customer is validly existing and in good standing under the laws of the place of its establishment or incorporation, (b) Customer has full corporate power and authority to execute, deliver, and perform its obligations under these Terms, (c) the person entering into these Terms on Customer's behalf has been duly authorized and empowered to enter into these Terms, and (d) these Terms are valid, binding and enforceable against Customer and all Customer Personnel (as defined below) in accordance with their terms.

2.2 Jurisdiction

Customer may only use the Services in jurisdictions authorized by Judgment Labs. The Services are not intended to subject Judgment Labs to any non-United States jurisdiction or law. Customer represents and warrants that neither Customer nor any Customer personnel using the Services ("Customer Personnel") (a) is located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a "terrorist supporting" country or (b) is on any of the U.S. government lists of restricted end users.

2.3 Use and Sharing

The Services are provided to Customer only for Customer's internal business use and not for the benefit or use of any third party. Judgment Labs may enable Customer to designate authorized Customer Personnel to use the Services, and if so, only such Customer Personnel may use the Services.

2.4 Access Credentials

Customer may be required to create an account to use the Services. Customer is responsible for use of the Services by Customer and Customer Personnel, their respective access to Services accounts, and all acts and omissions through Services accounts, as well as for use of the Services by any third party through Services access credentials of Customer or any Customer Personnel, whether authorized or not. Customer is solely responsible for implementing and maintaining security measures to safeguard Customer's and Customer Personnel's access credentials and to prevent use and disclosure of such credentials by unauthorized third parties. Customer will promptly notify Judgment Labs in writing of any unauthorized use of the Services or access credentials that comes to Customer's attention. Judgment Labs has no obligation to inquire about the authority of anyone using the account access credentials of Customer or any Customer Personnel. JUDGMENT LABS WILL NOT BE LIABLE FOR, AND JUDGMENT LABS EXPRESSLY DISCLAIMS, ANY LIABILITY FOR LOSSES, COSTS, OR EXPENSES CAUSED BY ANY UNAUTHORIZED USE OF THE SERVICES THROUGH CUSTOMER'S ACCOUNT.

3.1 Customer Systems

Customer is solely responsible for obtaining and maintaining, at Customer's expense, all of the necessary hardware, software, systems, and technology, including, without limitation, hosted platforms and large language models ("Customer LLMs") (collectively, "Customer Systems") required for Customer to use, and Judgment Labs to provide, the Services. Customer will provide Judgment Labs with the limited access to Customer-designated systems and Customer Data that Customer elects to connect to the Services and that is reasonably necessary for Judgment Labs to provide the Services. Judgment Labs will not access Customer Systems or Customer Data except to the extent expressly provided or made available by Customer for the operation of the Services, and nothing in these Terms requires Customer to grant Judgment Labs access to Customer's production systems or to Customer Data beyond what Customer intentionally submits to or integrates with the Services. Without limiting the disclaimers in Section 10 (Disclaimers), Customer is solely responsible and liable for all Customer Systems.

3.2 Restrictions

Customer agrees that the Services contain trade secrets and other valuable proprietary information belonging to Judgment Labs. Customer will not, and will ensure that Customer Personnel do not: (a) alter, copy, modify, translate, or make derivative works of, or permit the alteration, copying, modification, translation, or making derivative works of, the Services or any component thereof; (b) attempt to derive the source code or object code for the Services, including by reverse engineering, decompiling, disassembling, or similar means; (c) seek to acquire any ownership interest in or to the Services; (d) license, offer, sell, resell, transfer, lease, or otherwise distribute the Services or attempt any of the foregoing; (e) remove, alter, or obfuscate any copyright, trademark, or other proprietary rights notices included with the Services; (f) access or use the Services in order to design, develop, or build a similar product or competitive product; (g) exceed any Judgment Labs limitations with respect to use of the Services (including, without limitation, any limitations set forth on an Order Form) or otherwise use the Services for any purpose other than Customer's internal business purposes; (h) enable access to the Services by anyone not authorized to use the Services; (i) develop any scripts or software applications that interact with or integrate with the Services unless first authorized in writing by Judgment Labs; (j) circumvent or modify any security technologies designed to prevent unauthorized access to the Services; (k) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Judgment Labs without Judgment Labs's express written consent; or (l) use any meta-tags or any other "hidden text" utilizing any of Judgment Labs's names, trademarks, or service marks without the express written consent of Judgment Labs.

3.3 Acceptable Use

Customer will not use the Services, and will ensure that no Customer Personnel uses the Services, to: (a) infringe on, violate, dilute, or misappropriate the intellectual property rights, rights of publicity, privacy rights, or other rights of any person; (b) engage in any fraudulent, unlawful, or abusive activities; (c) store, send, or post defamatory, inflammatory, trade libelous, threatening, abusive, hateful, harassing, obscene, pornographic, or indecent content or data; (d) interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services or Judgment Labs provision of services to other customers; (e) attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information stored on or in connection with the Services; or (f) upload or transmit any content that constitutes unsolicited or unauthorized advertising promotional materials, commercial activities, or any other form of solicitation. Additionally, Customer must not use the Services with Prohibited Data or for High-Risk Activities. Customer acknowledges that the Services are not intended to meet any legal obligations for these uses, and that Judgment Labs is not a Business Associate (as defined under HIPAA) unless Customer has executed a business associate agreement with Judgment Labs in accordance with Section 4.2. Notwithstanding anything else in this Agreement, Judgment Labs has no liability for Prohibited Data or use of the Services for High-Risk Activities. As used herein, “Prohibited Data” means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (b) unless Customer has executed a business associate agreement with Judgment Labs pursuant to Section 4.2, 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 laws regarding children’s privacy, such as the Children’s Online Privacy Protection Act (or related rules or regulations); (e) Social Security numbers, driver’s license numbers, or other government-issued ID numbers; or (f) any data or information subject to Laws or standards similar to the Laws (referenced in clauses (a) – (e)). “High-Risk Activities” means activities where use or failure of the Services (or a portion thereof) could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.

4.1 Ownership

Customer owns and retains all right, title, and interest in and to information, data, content, and/or files transmitted, uploaded, or stored in association with Customer's and Customer Personnel's use of the Services, including personal information ("Customer Data"), including all intellectual property rights therein. Customer acknowledges and agrees that Customer (not Judgment Labs) has control over Customer Data stored by operation of the Services and that Judgment Labs is not responsible for performing, and is not liable for failing to perform, any back-up of any Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, security, and appropriateness of all Customer Data.

4.2 Use of Customer Data

Customer grants Judgment Labs a non-exclusive, worldwide, royalty-free license to process Customer Data solely to provide the Services and to perform Customer's documented instructions. Judgment Labs will not access or use Customer Data except (a) to provide, secure, support, or maintain the Services, (b) to prevent or address technical issues or service misuse, or (c) as required by Applicable Laws. Judgment Labs will not use Customer Data for product development or model training, will not create derivative works of Customer Data (other than de-identified operational artifacts required to provide the Services), and will not disclose Customer Data to third parties except to subcontractors engaged to perform the Services on Judgment Labs's behalf under obligations of confidentiality and data protection no less protective than those herein (each, a "Subcontractor"). Judgment Labs will not, and will not permit any Subcontractor, subprocessor, or third-party provider of AI Technology to, use Customer Data, Judges, or Insights to train, fine-tune, or develop any artificial intelligence or machine learning model or any other product or service. Judgment Labs will maintain reasonable technical and organizational measures designed to protect Customer Data.

Judgment Labs may generate and use aggregated or de-identified data that does not identify Customer or any individual, and may use such data to operate, analyze, improve, and develop its products and services (excluding training, fine-tuning, or otherwise developing any artificial intelligence or machine learning model), provided that such data is not attributable to Customer or Customer's end users. To the extent applicable, Customer and Judgment Labs will comply with their respective obligations under the Data Processing Addendum and the Data Security Requirements, which are incorporated herein by reference. If Customer will upload or provide protected health information subject to HIPAA in connection with these Terms, Customer must execute the Business Associate Agreement available at [insert hyperlink] prior to uploading or providing any such protected health information. Customer’s failure to comply with the preceding sentence will constitute a material breach of these Terms by Customer, and Customer agrees that in such case, Judgment Labs will have no liability to Customer for any HIPAA violation by Judgment Labs or any of its subcontractors.

4.3 Rights in Customer Data

Customer represents and warrants that it has all rights, licenses, and permissions necessary for Customer to submit Customer Data to the Services and to permit Judgment Labs to process Customer Data solely to provide the Services and perform Customer's documented instructions. Customer is responsible for ensuring that its submission and use of Customer Data complies with Applicable Laws, including obtaining all required notices and consents from individuals whose Personal Data (as defined under Applicable Laws) may be included in Customer Data.

4.4 Compliance with Laws

Customer will comply with all applicable local, state, national, and foreign laws in connection with Customer's use of the Services ("Applicable Laws"). Customer acknowledges that the Services, including any and all system hardware, system software, technical data, know-how, or other data or information obtained from Judgment Labs ("Judgment Labs Systems") may be subject to the import and/or export control laws of one or more countries and, accordingly, their import, export, re-export, and transfer may be restricted or prohibited. Customer agrees not to, and agrees to cause all Customer Personnel not to, directly or indirectly, import, export, re-export, transfer, or cause to be imported, exported, re-exported, or transferred, any such Judgment Labs Systems to any destination, entity, or persons prohibited or restricted under any law or regulation, unless Customer has first obtained prior written consent Judgment Labs and any applicable governmental entity, either in writing or as provided by applicable regulation, as the same may be amended from time to time.

4.5 Security Incidents and Deletion

If Judgment Labs becomes aware of a confirmed unauthorized access to, or unauthorized acquisition, disclosure, loss, or destruction of, Customer Data in Judgment Labs's possession or control (a "Security Incident"), Judgment Labs will notify Customer without undue delay, and in any event within seventy-two (72) hours after Judgment Labs confirms the Security Incident, and will provide the information then reasonably available to Judgment Labs together with reasonable cooperation. Upon Customer's written request, or upon expiration or termination of these Terms, Judgment Labs will, within a reasonable period, delete or return Customer Data in Judgment Labs's possession or control, except that (a) Customer Data in routine, encrypted backups will be deleted in accordance with Judgment Labs's documented backup cycles and will remain protected until deleted, and (b) Judgment Labs may retain Customer Data to the extent, and for so long as, required by Applicable Laws. This Section 4.5 states Customer's exclusive remedies, and Judgment Labs's entire obligations, with respect to Security Incidents and the deletion or return of Customer Data.

5.1 General

Customer will pay Judgment Labs the fees (a) charged on the Judgment Labs website, (b) charged on an Order Form, and/or (c) that have otherwise been charged by Judgment Labs for the Services (the "Fees"), as applicable. Judgment Labs may, in its sole discretion and at any time, modify any Fees.

5.2 Payment

Customer will pay all Fees by (a) check, (b) bank wire transfer in immediately available funds to an account designated by Judgment Labs, or (c) credit or debit card via an authorized payment processor. If by credit or debit card, Customer authorizes Judgment Labs (or its payment processor) to charge Customer's credit or debit card number provided to Judgment Labs and represents and warrants that Customer is authorized to use and have Fees charged to that credit or debit card. Unless otherwise set forth in an Order Form or as communicated in writing by Judgment Labs, all payments pursuant to these Terms: (i) are nonrefundable; (ii) will be made in U.S. Dollars; and (iii) are exclusive of taxes and duties, which will be paid solely by Customer (other than taxes based on Judgment Labs's net income). All Fees are payable without setoff, counterclaim, deduction, recoupment, or withholding of any kind for amounts owed or purportedly owed by Judgment Labs under these Terms, Applicable Laws, or otherwise. The terms of payment specified herein may be subject to Judgment Labs's approval of Customer's credit, and Judgment Labs may at any time revise the specified terms of payment to require payment in advance.

5.3 Authorization

If applicable, Customer authorizes Judgment Labs to maintain Customer's account information and charge Customer's designated payment method in its account (the "Designated Payment Method") as permitted in these Terms and as otherwise disclosed to Customer, including, without limitation, in connection with any subscriptions to the Services. Customer represents and warrants that it is authorized to use and have Fees charged to the Designated Payment Method.

5.4 Effect of Non-Payment

If Customer fails to pay any Fees or other amounts due and owing, Judgment Labs may, without limiting its rights or remedies at law, in equity, or under these Terms (each of which Judgment Labs expressly reserves), (a) automatically charge the Designated Payment Method, (b) impose a finance charge on any outstanding balances, (c) suspend or terminate Customer's account or Customer's access to the Services, and/or (d) impose additional fees and/or charges, including, without limitation, reinstatement fees if Customer's account or Customer's access to the Services has been suspended or terminated. Customer will reimburse Judgment Labs for all costs and expenses associated with any of the foregoing, including, without limitation, attorneys' fees and costs of collection.

6.1 Ownership by Judgment Labs

Subject to the use rights granted under these Terms, as between the parties, Judgment Labs owns and retains all right, title, and interest in and to the Services and any improvements, modifications, enhancements, or derivatives of the foregoing, all work product (including any software) and deliverables created, and all intellectual property rights relating to any of the foregoing. These Terms do not convey to Customer any rights of ownership in or related to the Services, work product, or deliverables. Except for the rights expressly granted in these Terms, no other rights are granted to Customer in, to, or under Judgment Labs's intellectual property rights, whether by implication, estoppel, waiver, or otherwise.

6.2 Usage Data

Judgment Labs may collect and generate de-identified technical, diagnostic, and usage information regarding Customer's use of the Services ("Usage Data"). Usage Data will not include Customer Data, model inputs, model outputs, or any data that identifies Customer or any individual. Judgment Labs may use Usage Data (a) to operate, support, improve, and secure the Services, (b) to develop new features and functionality, and (c) for benchmarking and analytics, provided that such Usage Data is in aggregated or de-identified form and cannot be used to identify Customer or Customer's end users. Judgment Labs will own all right, title, and interest in Usage Data.

6.3 AI Technology

(a) Use of AI Technology

Customer may elect to enable features of the Services that use AI Technology to generate Insights based on Customer Data and the Judges that Customer provides or configures. "AI Technology" means the artificial intelligence models and other machine-based systems used by the applicable features of the Services. "Judges" means the evaluation criteria, scoring configurations, rules, rubrics, and parameters provided or configured by Customer to assess the performance and behavior of Customer’s AI agents. "Insights" means the outputs, results, scores, analyses, recommendations, alerts, discovered patterns, and other information generated by the applicable features of the Services in connection with Customer’s AI agents and Customer Data. As between the parties, Customer owns all right, title, and interest in and to Judges and Insights.

Judgment Labs will process Judges and Insights solely to provide the Services and solely through AI Technology that Customer selects or enables. To the extent Customer elects to use AI Technology provided by third parties, Customer authorizes Judgment Labs to transmit Judges and receive Insights from such third parties solely for the purpose of providing the Services. Use of third-party AI Technology is subject to Customer's agreement with the applicable third-party provider, and Judgment Labs is not responsible for such third-party tools.

(b) IP Rights in Insights

Customer understands that due to the nature of the AI Technology, Insights may not be unique, and it is possible that the AI Technology may generate the same or similar Insights for other users if the Judges are similar.

(c) Reliability of Insights

CUSTOMER ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES ARE RAPIDLY EVOLVING AND MAY PRODUCE OUTPUT THAT IS INACCURATE, UNRELIABLE, INAPPROPRIATE, INFRINGING, OR OTHERWISE UNSUITABLE OR THAT DOES NOT MEET CUSTOMER'S EXPECTATIONS.

(d) Restrictions

Without limiting the other restrictions or provisions of these Terms, Customer agrees not to use the AI Technology or resulting Insights in a manner that may infringe upon or violate the rights of any third party or violate any Applicable Laws, and Customer acknowledges and agrees that (i) Customer is solely responsible for vetting and evaluating the accuracy, appropriateness, legality, and suitability for Customer's use of any Insights before using it, including evaluating whether such use will infringe upon or violate the rights of others, (ii) Customer assumes all risk associated with Customer's use of AI Technology and the resulting Insights, and (iii) Judgment Labs will have no liability for such use.

(e) Additional Acknowledgement

Customer acknowledges that Judgment Labs engages third parties that provide artificial intelligence technologies used to provide the AI Technology, subject to the restrictions regarding Customer Data set forth in Section 4.2.

7.1 Term

The term of these Terms commences on Customer's acceptance of these Terms (whether via a click-through purchase or by entering into an Order Form) and, unless either party terminates Customer's access to the Services as set forth in this Section 7, continues until the expiration or termination of the stated term (a) on Judgment Labs's website in connection with Customer's purchase, (b) on the Order Form, or (c) otherwise communicated by Judgment Labs.

7.2 Termination

(a) Non-Renewal

If automatic renewal applies, either party may terminate Customer's access to the Services (and, therefore, these Terms) by issuing written notice of non-renewal at least 30 days prior to the expiration of the then-current term.

(b) Termination for Cause

Either party may terminate Customer's access to the Services (and, therefore, these Terms) upon written notice to the other party (i) if such other party commits a material breach of these Terms and fails to cure such breach within 30 days of having received notice of the breach or (ii) immediately if the other party becomes insolvent, makes an assignment for the benefit of its creditors, appoints a receiver for the whole or part of its assets, if there is a filing of voluntary bankruptcy petition by such other party or the filing against such other party of an involuntary bankruptcy petition that is not stayed or dismissed within 60 days, or there is an issuance of any order or the passing of a resolution for the winding-up of such other party's business.

7.3 Termination for Convenience

If Customer is not subject to an Order Form, then Customer may terminate Customer's access to the Services (and, therefore, these Terms) by notifying Judgment Labs in writing or by closing Customer's account. Unless expressly set forth in an Order Form, Judgment Labs may terminate Customer's access to the Services at any time by notifying Customer in writing (with email notice being sufficient) or by disabling or terminating Customer's account (with or without notice).

7.4 Suspension of Services

Without limiting Judgment Labs's rights or remedies in these Terms, Judgment Labs may suspend or limit access to the Services at any time: (a) if Judgment Labs determines or reasonably suspects that Customer is using the Services in violation of Applicable Laws or in connection with any fraudulent activity; (b) if Judgment Labs reasonably determines that Customer's use of the Services adversely affects or interferes with the normal operation of the Services or any service to others; (c) if Judgment Labs is prohibited by an order of a court or other governmental agency from providing the Services; (d) if Judgment Labs reasonably believes there exists a security incident that threatens the security of the Services, Customer Data, or any data of others; or (e) for any other reason in Judgment Labs's reasonable discretion. JUDGMENT LABS WILL HAVE NO LIABILITY FOR ANY DAMAGES, LIABILITIES, OR LOSSES AS A RESULT OF ANY SUSPENSION OR LIMITATION OF CUSTOMER'S USE OF THE SERVICES IN ACCORDANCE WITH THIS SECTION.

7.5 Effect of Expiration or Termination

Upon any expiration or termination of these Terms, (a) all unpaid Fees (including any Fees payable for the remainder of Customer's subscription to the Services) will become immediately due and payable, (b) no refunds will be given on early termination, including any refunds for any pre-paid amounts, regardless of the reason for such termination, (c) all rights granted to Customer under these Terms and Judgment Labs's obligations will immediately cease, and (d) Customer will stop accessing or using the Services, except the following provisions will survive: Sections 3.2 (Restrictions), 4.1 (Ownership), 4.2 (Use of Customer Data), 4.5 (Security Incidents and Deletion), 5 (Fees and Payment Terms), 6 (Intellectual Property Rights), 7.5 (Effect of Expiration or Termination), 8 (Confidentiality), 9 (Indemnification), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Dispute Resolution) and 13 (General Provisions).

8.1 Protection

Customer may be exposed to or receive certain information that is not generally known to the public and is marked as confidential or proprietary, or which, under the circumstances ought to be treated as confidential ("Confidential Information"). Customer agrees that if Customer is exposed to or receives Confidential Information, Customer: (a) will protect Confidential Information from unauthorized disclosure using at least a commercially reasonable degree of care; (b) will not disclose Confidential Information to any third party; and (c) will not use the Confidential Information for any purpose.

8.2 Return

After any expiration or termination of these Terms, or at any time upon request from Judgment Labs, Customer will immediately return or destroy (at Judgment Labs's sole direction) all materials or media containing any Confidential Information, including all copies thereof, and will certify in writing to Judgment Labs that all such Confidential Information has been returned or destroyed.

8.3 Injunctive Relief

Customer expressly acknowledges and agrees that no adequate remedy exists at law for an actual or threatened breach of this Section 8 and that in such event Judgment Labs will be entitled to seek and obtain immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

8.4 Feedback

Customer may from time to time voluntarily provide suggestions, enhancements, recommendations, requests for features or functionality, comments, or other feedback to Judgment Labs regarding Judgment Labs and/or the Services ("Feedback"). Feedback, even if designated as "confidential" or "proprietary" by Customer, will not create any confidentiality or other obligation for Judgment Labs, and Customer hereby assigns to Judgment Labs all rights (including intellectual property rights), title and interest in and to such Feedback. All Feedback is Confidential Information.

Customer will indemnify and hold Judgment Labs and its affiliates, and its and their officers, employees, and agents harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising from or in connection with (a) Customer's access to or use of the Services, (b) Customer Data, (c) Customer's breach or alleged breach of these Terms, and/or (d) Customer's infringement, misappropriation, or violation of any intellectual property rights, rights of publicity, privacy rights, or other rights of a third party (each, an "Indemnifiable Claim"). Additionally, Customer will, at Judgment Labs's sole election, defend Judgment Labs from any Indemnifiable Claims. If Judgment Labs directs Customer to defend an Indemnifiable Claim, then (i) Judgment Labs has the right to approve the counsel Customer select to defend the Indemnifiable Claim and (ii) Judgment Labs may also have its own counsel participate in the defense and settlement of the Indemnifiable Claim at Customer's expense. Judgment Labs may also exclusively retain control of the defense of an Indemnifiable Claim. Customer will not settle an Indemnifiable Claim without Judgment Labs's written consent.

THE SERVICES ARE PROVIDED "AS IS," AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, JUDGMENT LABS HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND THIRD-PARTY SERVICE PROVIDERS, WHETHER STATUTORY, EXPRESS, IMPLIED, OR THROUGH A COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. JUDGMENT LABS DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. JUDGMENT LABS MAKES NO WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION OR RESULTS OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES OR CONCLUSIONS DRAWN THEREFROM AND CUSTOMER ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR ACTIONS TAKEN OR DECISIONS MADE (OR NOT TAKEN OR MADE) AS A RESULT OF CUSTOMER'S USE OF THE SERVICES OR ANY INFORMATION, RESULTS, OR OUTPUT PROVIDED, OBTAINED, OR DERIVED THROUGH THE USE OF THE SERVICES OR CONCLUSIONS DRAWN THEREFROM, INCLUDING, WITHOUT LIMITATION, ANY USE OR MODIFICATION OF ANY CUSTOMER LLMS IN CONNECTION WITH JUDGMENT LABS' PROVISION OF THE SERVICES. JUDGMENT LABS DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED ACCESS, USE, OR RELEASE OF ANY OF CUSTOMER DATA.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL (A) JUDGMENT LABS OR ANY OF ITS SERVICE PROVIDERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR PERSONAL INJURY, PROPERTY DAMAGE, ERROR OR INTERRUPTION OF USE, LOSS, INACCURACY, OR CORRUPTION OF DATA, COVER, LOST PROFITS OR REVENUE, LOSS OF BUSINESS, OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, REGARDLESS OF THE FORM IN WHICH THE ACTION IS BROUGHT (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THE RELATIONSHIP BETWEEN THE PARTIES (INCLUDING THESE TERMS), INCLUDING THE USE OR INABILITY TO USE THE SERVICES, WHETHER OR NOT JUDGMENT LABS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, OR (B) JUDGMENT LABS'S TOTAL LIABILITY UNDER THESE TERMS, REGARDLESS OF LEGAL THEORY (INCLUDING NEGLIGENCE), EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE GREATER OF (I) THE AMOUNT CUSTOMER PAID TO USE THE SERVICES IN THE PRECEDING SIX-MONTH PERIOD AND (II) $50. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. THE PARTIES ACKNOWLEDGE THAT THIS SECTION 11 REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT NEITHER PARTY WOULD ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS LIMITATION ON LIABILITY WILL APPLY DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THESE TERMS.

Any dispute, claim, or controversy arising out of or relating to these Terms (a "Dispute") will be brought and resolved exclusively in the courts identified in Section 13.9 (Governing Law and Venue), and each party irrevocably submits to the exclusive jurisdiction and venue of those courts and waives any objection to venue in, or based on forum non conveniens with respect to, those courts. Notwithstanding the foregoing, Judgment Labs may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or other proprietary rights. The prevailing party in any action or proceeding to enforce these Terms will be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such action or proceeding.

13.1 Entire Agreement

These Terms (together with any Supplemental Terms) constitute the entire understanding of the parties with respect to their subject matter and supersede all prior or contemporaneous proposals, understandings, and agreements. If Customer provides Judgment Labs with any pre-printed terms and conditions that appear on any purchase order or other form document, such terms will be of no force or effect.

13.2 Assignment

Customer may not assign or transfer these Terms or any of Customer's rights or obligations under it without Judgment Labs's prior written consent. Judgment Labs may freely assign these Terms, including to its affiliates. Any attempted assignment in violation of this paragraph will be null and void. Subject to the foregoing, these Terms are binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

13.3 Severability

If a court finds any term of these Terms to be invalid or unenforceable, that term will be enforced to the maximum extent permissible so as to reflect the parties' intent, and the remainder of these Terms will remain in full force and effect.

13.4 Waiver

Either party's delay or failure to exercise any right under these Terms or any law does not mean a party waives that right or any other rights under these Terms in the future. No waiver of any provision of these Terms, or any rights or obligations of either party under these Terms, will be effective except pursuant to a written instrument signed by the party against whom the waiver is sought.

13.5 Use of Name and Logo

Notwithstanding any terms to the contrary in these Terms, Customer consents to Judgment Labs's use of Customer's name, logo, and other source identifiers on Judgment Labs's website and on Judgment Labs's promotional and marketing related materials, including, without limitation, for purposes of identifying Customer as a customer of Judgment Labs and describing Customer's use of the Services. Judgment Labs will cease and remove such use of Customer's name, logo, and other source identifiers promptly following Customer's written request.

13.6 Independent Contractors

Nothing contained in these Terms will be construed to create a joint venture or partnership between the parties. Neither party is authorized as an agent or legal representative of the other party. Neither party will have the right or authority to bind or create any obligation on the other party.

13.7 Force Majeure

Judgment Labs is excused from performance of these Terms and will not be liable for any delay in whole or in part caused by any event outside of its control.

13.8 No Third-Party Beneficiary

Nothing contained in these Terms will be deemed to create, or be construed as creating, any third-party beneficiary right of action upon any third party in any manner whatsoever.

13.9 Governing Law and Venue

These Terms are 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 any Dispute or other action or proceeding arising out of or relating to these Terms will be the state and United States federal courts located in San Francisco, California, and each party submits to the personal jurisdiction of those courts and irrevocably waives any objection to venue in, or based on forum non conveniens with respect to, those courts.

13.10 Notices

By using the Services, Customer agrees (a) to receive communications (including any communications that are required to be issued in writing hereunder) electronically, including via email, (b) that any such electronically-issued communications will satisfy any legal communication requirements, including those that require notices to be in writing, (c) that, without limiting Judgment Labs's notification rights in the third introductory paragraph of these Terms, Judgment Labs may issue notices to the email or other address provided by Customer to Judgment Labs, and (d) that such notice will be effective on delivery. Notices to Judgment Labs, including termination notices, must be delivered to contact@judgmentlabs.ai or by certified mail to 255 California Street, Suite 800, San Francisco, CA 94111. Such notice will be effective on confirmed receipt.

13.11 Interpretation

The headings of these Terms are for reference only and will not be used to interpret the meaning of these Terms. Any reference to "includes" or "including" will be understood to be exemplary and not limiting and followed by "but not limited to." Each party has had the opportunity to review these Terms with legal counsel, and there will be no presumption that ambiguities will be construed or interpreted against the drafter.