Terms of Service

Effective 01/15/25

This Terms of Service Agreement (“Agreement”) governs Customer's access to and use of the Services provided by Wood Wide AI, Inc., a Delaware corporation (“Wood Wide AI”). By clicking "I Accept," "I Agree," or a similar button, creating an account, or accessing or using the Services, Customer agrees to be bound by this Agreement. If Customer is entering into this Agreement on behalf of an organization, Customer represents and warrants that Customer has authority to bind that organization to this Agreement. If Customer does not agree to this Agreement, Customer may not access or use the Services.

Effective Date: The earlier of (a) Customer's initial access to the Services or (b) Customer's acceptance of this Agreement.

  1. SERVICES AND ACCESS

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  1. Description. Wood Wide AI provides cloud-based API services that allow customers to access Wood Wide AI's platform of pre-built machine learning models for data analysis applications (the "Services"). The Services are designed for data analysis use cases and incorporate technology licensed from Carnegie Mellon University (“Carnegie Mellon”).

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  1. Grant of Access. Wood Wide AI grants Customer a limited, non-exclusive, non-transferable, and revocable license to access and use the Services solely for Customer's internal business purposes in accordance with this Agreement. Wood Wide AI reserves all rights not expressly granted to Customer.

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  1. Authorized Users. The Services may only be accessed by Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services ("Authorized Users"). Customer is responsible for ensuring all Authorized Users comply with this Agreement and are at least 16 years old. Customer shall be responsible for the security of user identification and passwords and shall not permit sharing of credentials. Customer shall ensure that each Authorized User has a unique API key and account credentials. Sharing of credentials or API keys among multiple individuals is prohibited.

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  1. Early Access/Beta Features. From time to time, Wood Wide AI may make certain features, models, APIs, or functionality available to Customer on an early access, beta, preview, or experimental basis (“Early Access Features”). Early Access Features are made available solely for testing and evaluation and are provided “AS IS” and without any warranties, indemnities, commitments, service levels, support obligations, or representations of any kind. Customer acknowledges and agrees that: (a) Early Access Features may be incomplete, inaccurate, unreliable, or not fully functional; (b) Early Access Features may be modified, suspended, or discontinued at any time without notice; (c) Wood Wide AI has no obligation to provide uptime, availability, durability of data, or any service-level commitments for Early Access Features; (d) Wood Wide AI’s indemnification obligations do not apply to Early Access Features; and (e) Customer assumes all risks arising from use of Early Access Features. Customer agrees to provide feedback regarding Early Access Features, and Wood Wide AI may use such feedback without restriction.

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  1. Account Registration and API Keys. To access the Services, Customer must create an account by providing accurate, current, and complete registration information. Customer agrees to maintain and promptly update this information. Wood Wide AI may refuse registration or cancel accounts at its discretion. Upon account creation and payment of applicable fees, Wood Wide AI will issue Customer one or more API keys to access the Services. Each API key is issued on a per-user basis and may only be used by a single Authorized User. Customer shall not share, transfer, publish, or otherwise disclose API keys to any third party. Customer is responsible for all activity occurring under Customer's API keys. Customer must immediately notify Wood Wide AI of any unauthorized use or suspected compromise of an API key. Wood Wide AI may revoke, suspend, or regenerate API keys at any time for security reasons, suspected misuse, or breach of this Agreement.

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  1. API USAGE AND TECHNICAL REQUIREMENTS

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  1. API Access and Rate Limits. Customer's use of the Services is subject to usage limits, rate limits, and other technical restrictions as determined by Wood Wide AI and communicated through the Services interface or documentation. Wood Wide AI may modify these limits at any time with reasonable notice.

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  1. API Versioning. Wood Wide AI may update, modify, or deprecate API versions. Wood Wide AI will provide reasonable advance notice of material changes or deprecations, but Customer is responsible for updating integrations to maintain compatibility.

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  1. Service Availability. While Wood Wide AI uses commercially reasonable efforts to maintain Services availability, Wood Wide AI does not guarantee uninterrupted access and may perform maintenance that temporarily affects availability. Customer acknowledges that the Services rely on third-party cloud infrastructure providers, and Wood Wide AI disclaims all liability for service interruptions, data loss, security incidents, or performance issues caused by such third-party cloud infrastructure providers, including but not limited to Amazon Web Services, Microsoft Azure, Google Cloud Platform, or other hosting and infrastructure services.

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  1. Customer Infrastructure Obligations. Customer is responsible for providing its own hardware, equipment, and IT infrastructure necessary to use the Services. Wood Wide AI does not support Customer's infrastructure or assume liability for any associated data loss or recovery issues. Sufficient internet connectivity must be maintained by Customer.

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  1. Shared Responsibility Model. Customer acknowledges that the Services operate under a shared responsibility model typical of cloud-based services. While Wood Wide AI is responsible for the security and availability of the Services application layer, Customer is responsible for: (a) securing Customer's access credentials and user accounts; (b) configuring appropriate access controls and permissions; (c) maintaining the security of Customer's network and systems used to access the Services; and (d) implementing appropriate data backup and business continuity measures. Wood Wide AI's responsibility does not extend to the underlying cloud infrastructure, which is managed by third-party providers subject to their respective terms and service level agreements.

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  1. RESTRICTIONS AND PROHIBITED USES

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  1. General Restrictions. Customer will not, and will not permit anyone else to: (a) provide access to, distribute, sell or sublicense the Services to a third party; (b) use the Services on behalf of, or to provide services to, any third party; (c) use the Services to develop a competing service; (d) reverse engineer, decompile, disassemble, or seek to access the source code of the Services; (e) modify or create derivative works of the Services; (f) remove proprietary notices; (g) publish benchmarks or performance information; (h) interfere with the Services' operation or conduct security testing; (i) transmit malware; (j) engage in fraudulent, illegal, or unethical activities; or (k) use the Services to store or transmit offensive, illegal, defamatory, or inappropriate content.

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  1. High Risk Activities and Sensitive Information. Customer must not use the Services with "Sensitive Information" or for "High Risk Activities. Customer acknowledges that the Services are not intended to meet legal obligations for Sensitive Information or High Risk Activities, and Wood Wide AI is not a HIPAA Business Associate. Customer accepts all liability for claims arising from High Risk Activities and/or Sensitive Information. For purposes of this Agreement, "High Risk Activities" means activities where use or failure of the Services could lead to death, personal injury or environmental damage, including those impacting life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control; and "Sensitive Information" means any (a) special categories of data under GDPR Article 9(1), (b) protected health information under HIPAA, (c) payment card data subject to PCI DSS, (d) information protected under COPPA or Gramm-Leach-Bliley Act, (e) social security numbers, driver's license numbers or government ID numbers, or (f) similar data protected under applicable laws.

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  1. Model and Output Restrictions. Customer shall not, and shall not permit any third party to: (a) use any output, prediction, or result generated by the Services (“Output”) to train, fine-tune, or improve any machine learning model; (b) create datasets, embeddings, or model weights derived from Output; (c) attempt to reconstruct, extract, or derive the underlying models, algorithms, architecture, or software of the Services; (d) benchmark the Services or publish performance results without Wood Wide AI’s prior written consent; or (e) use the Services or Output to develop or offer products or services that are competitive with the Services. Wood Wide AI may immediately suspend Customer’s access for suspected violation of this Section.

 

  1. CUSTOMER DATA AND MACHINE LEARNING

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  1. Ownership and License. Customer owns all rights, title, and interest to Customer's data submitted through the Services ("Customer Data"). Customer grants Wood Wide AI the non-exclusive, worldwide right to use, copy, store, transmit, display, modify and create derivative works of Customer Data, but only as necessary to provide, maintain and improve (including through machine learning techniques) the Services and support.

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  1. Customer Input Responsibility. Customer is solely responsible for the quality, accuracy, legality, and appropriateness of all data, prompts, queries, and other inputs submitted to the Services (“Customer Inputs”). Customer acknowledges that the Services are designed for numeric, structured, and tabular data and may not operate correctly with unstructured, anomalous, or unsupported data types. Wood Wide AI shall have no liability arising from Customer Inputs or results generated from Customer Inputs.

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  1. Customer Environment and Integration. Customer is solely responsible for configuring, operating, securing, and maintaining its systems, networks, data pipelines, integrations, and infrastructure used to access the Services (“Customer Environment”). Wood Wide AI is not responsible for and shall have no liability arising from: (a) delays, failures, or performance issues caused by the Customer Environment; (b) Customer’s integration or use of third-party systems, libraries, tools, or code; (c) the quality or completeness of Customer Data; or (d) Customer’s failure to adhere to the technical requirements specified by Wood Wide AI. The performance, accuracy, and reliability of the Services may depend on Customer’s compliance with these requirements.

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  1. Use of Artificial Intelligence. Customer acknowledges that Wood Wide AI may employ artificial intelligence in providing the Services. Customer acknowledges that artificial intelligence systems are a rapidly evolving field. While Wood Wide AI is always working to improve the Services, due to the probabilistic nature of machine learning, the Services may provide inaccurate output or otherwise not always produce the intended results. By using the Services, Customer consents to AI usage and provides Customer Data with awareness of Wood Wide AI's AI employment.

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  1. Model Training and Improvement. Customer acknowledges that Wood Wide AI may use aggregated, anonymized insights derived from Customer Data to improve the Services and develop new machine learning models, provided such use does not identify Customer or reveal Customer's Confidential Information.

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  1. Security and Data Processing. Wood Wide AI implements commercially reasonable administrative, technical, and physical safeguards to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. All storage and processing occurs in the United States.

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  1. Results and Output Disclaimers. Customer acknowledges that machine learning models may produce inaccurate, incomplete, or biased results. Customer is solely responsible for validating, interpreting, and acting upon any results or outputs from the Services. Customer shall not rely on the Services or Output for decisions involving safety, financial commitments, legal obligations, regulatory compliance, or other high-impact business decisions. Wood Wide AI disclaims all liability for decisions made based on Output.

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  1. THIRD-PARTY PLATFORMS AND INFRASTRUCTURE. Customer may choose to use the Services with any platform, add-on, service or product not provided by Wood Wide AI related to the Services ("Third-Party Platforms"). Use of Third-Party Platforms is subject to Customer's agreement with the relevant provider and not this Agreement. Wood Wide AI does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability. Customer further acknowledges that Wood Wide AI's provision of the Services depends on third-party cloud infrastructure, hosting services, content delivery networks, and other technology providers ("Third-Party Infrastructure"). Wood Wide AI disclaims all liability for any failures, outages, security breaches, data loss, or other issues arising from Third-Party Infrastructure, and such events shall not constitute a breach of this Agreement by Wood Wide AI.

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  1. LICENSED TECHNOLOGY. Customer acknowledges that the Services incorporate technology licensed from Carnegie Mellon. THE INTELLECTUAL PROPERTY, TECHNOLOGY, INFORMATION, PRODUCTS AND/OR MATERIALS FURNISHED OR MADE AVAILABLE HEREUNDER ARE FURNISHED OR MADE AVAILABLE, IN WHOLE OR IN PART, BY COMPANY UNDER A LICENSE FROM CARNEGIE MELLON UNIVERSITY. CARNEGIE MELLON MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, EXCLUSIVITY OR RESULTS OBTAINED FROM USE OF ANY INTELLECTUAL PROPERTY, TECHNOLOGY, INFORMATION, PRODUCTS AND/OR MATERIALS FURNISHED OR PROVIDED. FURTHER, CARNEGIE MELLON MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, OR COPYRIGHT INFRINGEMENT, OR THEFT OF TRADE SECRETS AND DOES NOT ASSUME ANY LIABILITY HEREUNDER OR OTHERWISE FOR ANY INFRINGEMENT OF ANY PATENT, TRADEMARK, OR COPYRIGHT ARISING FROM THE USE OF THE INTELLECTUAL PROPERTY, TECHNOLOGY INFORMATION, PRODUCTS AND/OR MATERIALS.

CARNEGIE MELLON SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY REASON WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR INABILITY TO USE SAID INTELLECTUAL PROPERTY, TECHNOLOGY, INFORMATION, PRODUCTS AND/OR MATERIALS OR ANY APPLICATIONS OR DERIVATIONS THEREOF, EVEN IF CARNEGIE MELLON AND/OR ANY OF ITS LICENSEES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. SUPPORT. Wood Wide AI will use commercially reasonable efforts to provide Customer with technical support for the Services during Wood Wide AI's normal business hours via email or other designated channels. Support includes assistance with troubleshooting, bug fixes, and general usage questions related to the Services. Unless otherwise agreed, support does not include: (1) on-site services; (2) training; (3) support for third-party products or services; or (4) custom development or feature requests. Wood Wide AI shall have no service-level obligations for Early Access Features, and outages or performance issues with Early Access Features shall not constitute a breach of this Agreement.

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  1. SUSPENSION OF SERVICE. Wood Wide AI may suspend Customer's access to the Services if Customer breaches any provision of this Agreement, if Customer's account is 30 days or more overdue, or if Customer's actions risk harm to other customers or the security, availability or integrity of the Services. Where practicable, Wood Wide AI will use reasonable efforts to provide Customer with prior notice of the suspension.

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  1. FEES AND PAYMENT. 

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  1. Pricing. Customer agrees to pay the fees displayed on Wood Wide AI's website or within the Services at the time of purchase. Wood Wide AI offers the following pricing options:

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  1. Pay-As-You-Go Credits. Customer may purchase credits in advance to use the Services on a usage-based basis. Credits are deducted on a per-API-call basis at the rates displayed on Wood Wide AI's website or within the Services. Credits are non-refundable, non-transferable, and have no cash value. Unused credits expire twelve (12) months from the date of purchase unless otherwise specified at the time of purchase. Wood Wide AI may modify credit pricing and deduction rates upon 30 days' notice; provided, however, that credits already purchased will be honored at the deduction rates in effect at the time of purchase.

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  1. Subscription Plans. Customer may elect to purchase a subscription plan as described on Wood Wide AI's website. Subscription fees are charged on a per-user basis, with each Authorized User requiring a separate paid subscription. All fees are quoted and payable in U.S. dollars.

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  1. Billing. Customer authorizes Wood Wide AI to charge Customer's designated payment method for credit purchases at the time of purchase and, on a recurring basis (monthly or annually, as selected by Customer) for all applicable subscription fees. Customer is responsible for providing valid payment information and maintaining current billing details.

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  1. Automatic Renewal. Subscription plans automatically renew for successive periods of the same duration unless Customer cancels before the renewal date through the account settings or by contacting Wood Wide AI. Pay-as-you-go credits do not automatically renew.

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  1. Price Changes. Wood Wide AI may modify pricing upon 30 days' notice. For subscription plans,  price changes take effect at the next renewal period. Customer's continued use after a price change constitutes acceptance. For pay-as-you-go credits, price changes apply to credits purchased after the effective date of the change.

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  1. Non-Refundable. All fees, including credit purchases, are non-refundable except as expressly provided in this Agreement.

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  1. Taxes. Fees exclude applicable taxes. Customer is responsible for all taxes other than Wood Wide AI's income tax.

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  1. Late Payment. Late payments on subscription plans are subject to a service charge of 1.5% per month or the maximum allowed by law, whichever is less.

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  1. Credit Balance and Account Standing. Customer may view current credit balance and usage history within the Services. If Customer's credit balance reaches zero, access to pay-as-you-go Services will be suspended until additional credits are purchased. Wood Wide AI is not responsible for any interruption in Service resulting from insufficient credits.

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  1. TERM AND TERMINATION

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  1.  Term. This Agreement commences when Customer accepts this Agreement and continues until terminated. Paid subscriptions renew automatically for successive periods unless Customer cancels through the account settings prior to the renewal date.

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  1.  Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) ceases operation, (b) seeks bankruptcy protection, or (c) makes an assignment for the benefit of creditors. Wood Wide AI may terminate this Agreement immediately upon written notice if Customer: (i) materially breaches this Agreement and fails to cure within 5 days of notice, (ii) fails to pay undisputed fees when due, (iii) violates the restrictions in Section 3 (Restrictions and Prohibited Uses), (iv) uses the Services with Sensitive Information or for High Risk Activities, or (v) engages in any conduct that poses a security risk to the Services or other customers. 

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  1.  Termination by Wood Wide AI. Wood Wide AI may terminate without cause upon 10 days' written notice to Customer.

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  1.  Effect of Termination. Upon termination, Customer's access ceases immediately, and Customer must return or destroy Wood Wide AI's proprietary information. Termination does not affect Customer's payment obligations or entitle Customer to refunds.

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  1. INTELLECTUAL PROPERTY. 

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  1.  Services. Wood Wide AI owns all rights, title, and interest in the Services and Wood Wide AI's proprietary information, including all software, technologies, methodologies, algorithms, trademarks, copyrights, patents, trade secrets, and other intellectual property. No rights or licenses are granted except as expressly stated in this Agreement.

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  1. Outputs. Customer acknowledges that the Services consist of proprietary analytical, computational, and inferential processes, methodologies, and model-driven operations developed by Wood Wide AI. Customer further acknowledges and agrees that, because Outputs arise from such proprietary processes, as between Customer and Wood Wide AI, Wood Wide AI retains all right, title, and interest in and to any Outputs. Wood Wide AI grants Customer a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, and internally distribute such Outputs for Customer’s internal business purposes. Without limiting the generality of the foregoing, Wood Wide AI may use aggregated, anonymized insights derived from Outputs for its own business purposes, including improving its services, developing industry benchmarks, and creating derivative works, provided such use cannot identify Customer or Customer's specific operations, data, or business information. 

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  1. CONFIDENTIALITY. Customer's use of the Services is subject to the confidentiality obligations set forth in: (a) the Mutual Non-Disclosure Agreement between the parties, if executed, or (b) if no separate NDA has been executed, the following confidentiality terms:

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  1. Definition of Confidential Information. "Confidential Information" means all non-public, proprietary, or confidential information disclosed by either party to the other party, whether orally, in writing, electronically, or in any other form, including but not limited to: (a) technical data, algorithms, software, source code, object code, documentation, specifications, designs, and know-how; (b) business information, including pricing, customer lists, financial information, marketing plans, and business strategies; (c) the Services and related documentation; (d) the terms and conditions of this Agreement; (e) any information that is marked, designated, or otherwise identified as confidential or proprietary; and (f) any information that, under the circumstances of disclosure, ought reasonably to be treated as confidential.

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  1. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the receiving party; (b) was rightfully known to the receiving party prior to disclosure without any obligation of confidentiality; (c) is rightfully received by the receiving party from a third party without breach of any confidentiality obligation; (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (e) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party reasonable advance notice of such required disclosure.

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  1. Obligations. Each party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party; (c) not use Confidential Information for any purpose other than as necessary to perform its obligations under this Agreement; (d) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (e) limit access to Confidential Information to those employees and agents who have a legitimate need to know and are bound by confidentiality obligations at least as restrictive as those contained herein.

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  1. Survival. The obligations set forth in this Section 12 will survive termination of this Agreement for a period of five (5) years, except that obligations relating to trade secrets will survive for so long as such information remains a trade secret under applicable law.

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  1. WARRANTIES AND DISCLAIMERS. THE SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE UNINTERRUPTED, OR BE ERROR-FREE. COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF MACHINE LEARNING RESULTS OR OUTPUTS.

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  1. INDEMNIFICATION

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  1. Customer Indemnification. Customer will defend, indemnify, and hold harmless Wood Wide AI against any and all third-party claims, demands, suits, or proceedings ("Claims") and resulting damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) Customer's use of the Services, including any use by Authorized Users; (b) Customer Data, Customer Inputs, or any data processed through the Services; (c) Customer's breach of this Agreement or violation of applicable laws; (d) Customer's negligence, willful misconduct, or unauthorized use of the Services; (e) any decisions, actions, or business processes based on Service outputs or results; (f) Customer's integration of the Services with Customer's systems, third-party platforms, or other technologies; (g) any claim that Customer Data or Customer's use of Customer Data with the Services infringes third-party intellectual property rights; (h) Customer's failure to comply with the restrictions in Section 3 (Restrictions and Prohibited Uses); and (i) any claim arising from Customer's use of Early Access Features or beta functionality.

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  1. Customer Indemnification of Carnegie Mellon. Customer shall defend, indemnify and hold harmless Carnegie Mellon, its trustees, officers, employees, attorneys and agents from and against all claims or demands made against any one or more of them (and any related losses, expenses and costs, including attorneys' fees and expenses) arising out of or relating to Customer's use or disposition of or act or omission regarding, the intellectual property, technology, information, products or materials furnished or provided hereunder and/or any goods or services which are based on or utilize any of the foregoing in whole or in part including but not limited to, any claims of product liability, personal injury (including, but not limited to, death), damage to property or violation of any laws or regulations including, but not limited to, claims of active or passive negligence.

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  1. Wood Wide AI Indemnification. Wood Wide AI will indemnify Customer against claims that the Services, when used as authorized, infringe third-party intellectual property rights, subject to prompt notice and cooperation in defense. In the event of a claim, Wood Wide AI may (a) modify the Services, (b) replace the Services with substantially similar functionality, or (c) terminate the affected Services and refund any unused prepaid Fees. These remedies are Customer’s exclusive remedy for IP claims.

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  1. Exclusions from Indemnification. Wood Wide AI's indemnification obligations shall not apply to: (a) any claim for which Customer has indemnification obligations under Section 13.1; or (b) any Early Access Features.

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  1. LIMITATION OF LIABILITY. IN NO EVENT WILL COMPANY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF DATA, OR COST OF REPLACEMENT SERVICES. WITHOUT LIMITING THE FOREGOING, COMPANY SHALL HAVE NO LIABILITY FOR: (a) DECISIONS, ACTIONS, OR BUSINESS PROCESSES BASED ON OUTPUT, PREDICTIONS, OR RESULTS; (b) INACCURATE, INCOMPLETE, BIASED, OR UNEXPECTED MACHINE LEARNING RESULTS; (c) FINANCIAL LOSSES ARISING FROM RELIANCE ON ALGORITHMIC RECOMMENDATIONS OR PREDICTIONS; (d) BUSINESS INTERRUPTION OR OPERATIONAL DELAYS CAUSED BY MODEL PERFORMANCE ISSUES; (e) REGULATORY NON-COMPLIANCE RESULTING FROM USE OF OUTPUT; (f) DAMAGES ARISING FROM CUSTOMER'S INTEGRATION OF SERVICES WITH CUSTOMER'S SYSTEMS OR THIRD-PARTY PLATFORMS; (g) ANY CLAIMS RELATED TO EARLY ACCESS FEATURES OR BETA FUNCTIONALITY; or (h) SERVICE INTERRUPTIONS, DATA LOSS, OR SECURITY INCIDENTS CAUSED BY THIRD-PARTY CLOUD INFRASTRUCTURE PROVIDERS, HOSTING SERVICES, OR OTHER TECHNOLOGY VENDORS. COMPANY'S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO CUSTOMER'S INDEMNIFICATION OBLIGATIONS TO CARNEGIE MELLON UNDER SECTION 14.2, WHICH SHALL BE UNLIMITED.

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  1. USE OF CUSTOMER MARKS. Customer grants Wood Wide AI a limited license to use Customer's name, logo, and trademarks to identify Customer as a client and demonstrate the Services' capabilities, provided Wood Wide AI complies with Customer's reasonable trademark guidelines and ceases use upon Customer's written request.

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  1. MODIFICATIONS. Wood Wide AI may modify this Agreement with notice to Customer. Modifications take effect immediately unless Wood Wide AI specifies otherwise. Customer's continued use constitutes acceptance of modifications.

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  1. GENERAL PROVISIONS

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  1. Governing Law and Disputes. This Agreement is governed by Delaware law. All disputes will be resolved through binding arbitration under AAA Consumer Arbitration Rules.

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  1. Assignment. Customer may not assign this Agreement without Wood Wide AI's written consent. Wood Wide AI may freely transfer its rights.

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  1. Carnegie Mellon Third-Party Beneficiary. Carnegie Mellon is an express third-party beneficiary of this Agreement with respect to any claims arising from or relating to the licensed technology incorporated in the Services. Customer acknowledges that Carnegie Mellon may enforce the provisions of this Agreement that relate to the protection of Carnegie Mellon's rights and interests.

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  1. Reporting Obligations. Wood Wide AI may be required to provide certain information regarding Customer agreements to its technology licensors. Customer consents to Wood Wide AI providing such information as may be required under Wood Wide AI's licensing obligations, subject to the confidentiality provisions of this Agreement.

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  1. Privacy. Wood Wide AI's collection and use of personal information in connection with the Services is described in Wood Wide AI's Privacy Policy, available at https://woodwide.ai/privacy-policy. By using the Services, Customer acknowledges that Customer has read and agrees to the Privacy Policy. Wood Wide AI may update the Privacy Policy from time to time, and Customer's continued use of the Services constitutes acceptance of any such updates.

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  1. Export Compliance. Customer agrees to comply with all U.S. and foreign export laws and represents that Customer is not on any prohibited parties list or located in an embargoed country.

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  1. Open Source Software. The Services may incorporate third-party open source software. To the extent required by applicable open source licenses, those licenses will apply to the open source components on a standalone basis.

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  1. Government End-Users. Elements of the Services are commercial computer software. If Customer is a U.S. Government entity, use is restricted by the terms of this Agreement in accordance with applicable Federal Acquisition Regulations.

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  1. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, and outages or failures of third-party cloud infrastructure providers, hosting services, or other critical technology vendors.

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  1. Electronic Communications. Customer consents to receive communications from Wood Wide AI electronically, including via email to the address associated with Customer's account or through notices posted within the Services. Customer agrees that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

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  1. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter.

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