Welcome to the Wind Stream Platform. Please read these End User Terms (these "User Terms") carefully because they govern your ("Customer" or "you") access and use of the Wind Stream Platform (as defined below). If you are accessing, downloading or using the Wind Stream Platform on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these User Terms. In that case, "Customer" and "you" will refer to that entity. To make these User Terms easier to read, the terms "Wind Stream," "we," "our" and "us" include Wind Stream Technologies, Inc. and our affiliates and subsidiaries.

By using the Wind Stream Platform, you agree to be bound by these User Terms. If you do not agree to be bound by these User Terms, do not use the Wind Stream Platform.

1. DEFINITIONS

1.1 "Aggregate Data" means any data that is derived or aggregated in de-identified form from (a) any Customer Materials; or (a) Customer's and/or its Authorized Users' access and/or use of the Wind Stream Platform, including, without limitation, any usage data or trends with respect to the Wind Stream Platform.

1.2 "Authorized User" means an employee or contractor whom Customer has authorized to access and use the Wind Stream Platform.

1.3 "Customer Materials" means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Wind Stream Platform or to Wind Stream in connection with Customer's access and/or use of the Wind Stream Platform, but excluding, for clarity, Aggregate Data and any other information, data, data models, content or materials owned or controlled by Wind Stream and made available through or in connection with the Wind Stream Platform.

1.4 "Documentation" means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in hard copy or electronic form if and as provided by Wind Stream to Customer (including any revised versions thereof) relating to the Wind Stream Platform, which may be updated from time to time upon notice to Customer.

1.5 "Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

1.6 "Licensed Seats" means the number of Authorized Users permitted to use the Wind Stream Platform based on Customer's subscription tier, if applicable.

1.7 "Output" means the transcripts, text, decisions, work product, or other output generated by Customer's and its Authorized Users' prompts, inputs, use of and interactions with the Wind Stream Platform. All Output is deemed "Customer Materials".

1.8 "Wind Stream Platform" means Wind Stream's proprietary agentic AI-based platform, and all associated technology, which is made available by Wind Stream to Customer and is intended to integrate with Customer's user applications and AI tools and enable Customer to capture, process, analyze, generate, share, act upon, and collaborate on project management, insights, documents, tasks, workflows, and other outputs, and facilitating integrations and actions across third-party tools.

1.9 "Wind Stream IP" means the Wind Stream Platform, the underlying software provided in conjunction with the Wind Stream Platform, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Wind Stream Platform, the Documentation, and Aggregate Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.

2. WIND STREAM PLATFORM; ACCESS AND USE

2.1 Wind Stream Platform. Subject to the terms and conditions of these User Terms, Wind Stream hereby grants to Customer a limited, non-exclusive, non-transferable (except in compliance with Section 11.6) right to access and use the Wind Stream Platform during the Term, solely for Customer's internal business purposes, in accordance with, and subject to, the number of Licensed Seats.

2.2 Restrictions. Customer will not at any time and will not permit any third party (including, without limitation, Authorized Users) to, directly or indirectly: (a) access or use the Wind Stream Platform in any manner beyond the scope of rights expressly granted in these User Terms; (b) modify or create derivative works of the Wind Stream Platform or Documentation, in whole or in part; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Wind Stream Platform, in whole or in part; (d) frame, mirror, sell, resell, rent or lease any access or use of the Wind Stream Platform to any other party, or otherwise allow any party to access or use the Wind Stream Platform for any purpose other than for the benefit of Customer in accordance with these User Terms; (e) access or use the Wind Stream Platform or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of Wind Stream or any third party, or that violates any applicable law; (f) interfere with, or disrupt the integrity or performance of, the Wind Stream Platform, or any data or content contained therein or transmitted thereby; (g) access or search the Wind Stream Platform (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Wind Stream Platform features provided by Wind Stream for use expressly for such purposes ; or (h) access or use the Wind Stream Platform, Documentation or any other Wind Stream Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Wind Stream Platform.

2.3 Authorized Users. Customer will not allow any party other than Authorized Users to access or use the Wind Stream Platform. Customer may permit Authorized Users to access and/or use the Wind Stream Platform, provided that (a) the access and use, including the number of Authorized Users, does not exceed the number of Licensed Seats, and (b) Customer ensures each Authorized User complies with all applicable terms and conditions of these User Terms. Customer is responsible for all acts, omissions and obligations of Authorized Users in connection with the activities contemplated by these User Terms and/or the Wind Stream Platform, as though such acts, omissions and/or obligations were those of Customer. Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Wind Stream Platform in accordance with customary security protocols, and will promptly notify Wind Stream if Customer knows or reasonably suspects that any user name and/or password has been compromised. Each account for the Wind Stream Platform may only be accessed and used by the specific Authorized User for whom such account is created.

2.4 Third Party Services. Certain features and functionalities within the Wind Stream Platform may allow Customer and its Authorized Users to integrate, interface or interact with compatible third-party services, products, technology and content, including but not limited to Zoom, Google Meet, and Microsoft Teams (collectively, without limitation, "Third-Party Services") through the Wind Stream Platform. Wind Stream does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Wind Stream Platform or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Wind Stream Platform.

2.5 Beta Offerings. From time to time, Wind Stream may make non-production versions of the Wind Stream Platform that are under development ("Beta Offerings") available to you. You may access these Beta Offerings at your sole discretion. Beta Offerings are intended for testing purposes only, and may be subject to additional terms that will be presented to you at the time of sign-up. Notwithstanding anything in these User Terms, Wind Stream is not obligated to provide you with support for the Beta Offerings or correct any bugs, defects, or errors in the Beta Offerings. Wind Stream may discontinue, suspend, or remove Beta Offerings (including any Customer Materials stored as part of the Beta Offerings) or your access thereto at any time in its sole discretion and may never make them generally available. In the event that a version of a Beta Offering becomes generally available without the applicable Beta Service designation, you may be permitted to continue using the generally available version of the Beta Offering, subject to additional payments and terms as provided in these User Terms or subject to other terms for such Beta Offering or Wind Stream Platform. You understand that any information you obtain regarding Beta Offerings is Wind Stream's Confidential Information, and you agree not to disclose such information except as provided herein, and to only use such information in connection with your use of the Beta Offerings. Notwithstanding anything to the contrary in these User Terms, Wind Stream will have no liability for any harm or damage arising out of or in connection with any Beta Offerings.

2.6 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Wind Stream reserves and, as between the Parties will solely own, the Wind Stream IP and all rights, title and interest in and to the Wind Stream IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

2.7 Support. Wind Stream will provide reasonable technical support to Customer by electronic mail and/or phone in connection with its use of the Wind Stream Platform on weekdays during the hours of 9:00 a.m. to 5:00 p.m. Pacific Time, with the exception of U.S. federal holidays ("Support Hours"), subject to the following conditions: (a) prior to initiating any support request, Customer (and its own personnel responsible for information technology support) will have first attempted to resolve the issue generating the need for such support; and (b) Customer will reasonably cooperate with Wind Stream support staff as needed to resolve the issue. Customer may initiate a helpdesk ticket during Support Hours by emailing success@windstream.ai or contacting Customer's dedicated account manager.

2.8 Feedback. From time to time, Customer or its employees, contractors, or representatives may provide Wind Stream with suggestions, comments, feedback or the like with regard to the Wind Stream Platform (collectively, "Feedback"). Customer hereby grants Wind Stream a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Wind Stream's business purposes, including, without limitation, the testing, development, maintenance and improvement of the Wind Stream Platform.

2.9 Changes to Terms or Platform. We may update these User Terms at any time, at our sole discretion. If we do so, we'll let you know either by posting the updated User Terms either on our website, within the Wind Stream Platform or through other communications. It's important that you review these User Terms whenever we update them or you use the Wind Stream Platform. If you continue to use the Wind Stream Platform after we have posted updated User Terms, you are agreeing to be bound by the updated User Terms. If you don't agree to be bound by the updated User Terms, then you may not use the Wind Stream Platform anymore. Because the Wind Stream Platform is evolving over time, we may change or discontinue all or any aspect of the Wind Stream Platform, at any time and without notice, at our sole discretion.

3. FEES AND PAYMENT

3.1 Fees. You agree to pay Wind Stream all applicable fees in connection with your registration and/or use of the Wind Stream Platform. Fees are based on your subscription tier, as further detailed on the Wind Stream Platform or as otherwise agreed between you and Wind Stream in an order form or other enterprise agreement, and may include a subscription fee for a specified number of credits. Additional details regarding fees and credit allocations can be found on the Wind Stream Platform (unless otherwise agreed between you and Wind Stream in an order form or other enterprise agreement).

3.2 Payments; Credit Usage. All payments made for the Wind Stream Platform to Wind Stream will be made in U.S. dollars by credit card and will be non-refundable. You hereby authorize Wind Stream, through a third-party credit card processor, to charge your credit card for the applicable fees. Your subscription tier includes a specified allocation of credits. If you exceed your allocated credits, you may purchase additional credits or upgrade to a higher subscription tier to receive additional credits. The Wind Stream Platform will only be made available if the agreed upon fees are paid in full, and access to the Wind Stream Platform may be suspended for the time that any such fees are due and not paid.

3.3 Taxes. You will be responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by you to Wind Stream hereunder, other than any taxes imposed on Wind Stream's income. Without limiting the foregoing, in the event you are required to deduct or withhold any taxes from the amounts payable to Wind Stream hereunder, you shall pay an additional amount, so that Wind Stream receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

4. CONFIDENTIAL INFORMATION

4.1 Definition. As used herein, "Confidential Information" means any information that one Party (the "Disclosing Party") provides to the other Party (the "Receiving Party") in connection with these User Terms, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Wind Stream Platform and the Documentation will be deemed Confidential Information of Wind Stream. However, Confidential Information will not include any information or materials that: (a) are at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (b) are rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (c) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party ; or (d) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.

4.2 Obligations. The Receiving Party will maintain the Disclosing Party's Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under these User Terms; provided that Wind Stream may use and modify Confidential Information of Customer in de-identified form for purposes of developing and deriving Aggregate Data. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (a) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under these User Terms and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in these User Terms, or (b) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

4.3 Terms of User Terms. The terms and conditions of these User Terms will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party's advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

5. CUSTOMER MATERIALS AND DATA

5.1 Ownership. Wind Stream acknowledges that, as between Customer and Wind Stream and except as set forth in Section 5.2, Customer owns and retains all right, title and interest in and to all Customer Materials.

5.2 License. Notwithstanding anything in these User Terms to the contrary, Customer hereby grants to Wind Stream (a) a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display and perform publicly, and modify the Customer Materials solely for the purpose of hosting, operating, improving and providing the Wind Stream Platform (which may include generating and providing Output and verifying general updates and improvements to the Wind Stream Platform), and (b) a non-exclusive, worldwide, royalty-free, perpetual, irrevocable right and license to use, host, reproduce, display and perform publicly, and modify the Customer Materials for internal operations and functions such as operational analytics and reporting, internal financial reporting and analysis, audit functions, archival, and other internal business purposes.

5.3 Data Security. Each Party will use commercially reasonable efforts and take no less than industry standard precautions to store, collect, transmit, handle and receive all data received from the other Party in connection with these User Terms, and will cooperate with one another in good faith with respect to any issue, inquiry or incident involving the security of such data to the extent necessary to comply with applicable laws, rules and regulations including, without limitation, all applicable data protection and privacy laws. To the extent that Customer's use of the Wind Stream Platform involves the processing of personal information by Wind Stream, the parties shall enter into a data processing agreement as required under applicable data protection laws.

5.4 Authority. Customer represents and warrants that: (a) it has obtained and will obtain and continue to have, during the Term, all necessary rights, consents, authority and licenses for the access to and use of the Customer Materials (including any consents necessary for recording or transcription of audio and/or video calls, inputs and outputs from Third Party Services, and any other collection of personal data provided in connection with Customer's use of the Wind Stream Platform) as contemplated by these User Terms; (b) it is authorized to access and use all Third Party Services used by Customer in connection with the Wind Stream Platform, and provide any input and output and any other Customer Materials therefrom ; and (c) Wind Stream's use of the Customer Materials in accordance with these User Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party. Customer is solely responsible (i) for ensuring that the technology it uses the Wind Stream Platform with is able to obtain all necessary consents, or (ii) for otherwise manually obtaining all necessary consents.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Warranties. Each Party hereby represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into these User Terms and (b) the execution, delivery and performance of these User Terms and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party.

6.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE WIND STREAM PLATFORM AND OTHER WIND STREAM IP ARE PROVIDED ON AN "AS IS" BASIS, AND WIND STREAM MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS AUTHORIZED USERS OR TO ANY OTHER PARTY REGARDING THE WIND STREAM IP, THE WIND STREAM PLATFORM OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WIND STREAM HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WIND STREAM HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE WIND STREAM PLATFORM WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED. Customer acknowledges that Output may contain information that is false, misleading, inaccurate, or which infringes the intellectual property rights of third parties or other applicable law. Customer is solely responsible for all use of the Output, including all evaluation of the accuracy and appropriateness of Output.

7. INDEMNIFICATION

7.1 Wind Stream Indemnification. Subject to Section 7.2, Wind Stream will defend Customer against any claim, suit or proceeding brought by a third party ("Claims") alleging that Customer's authorized access or use of the Wind Stream Platform infringes or misappropriates such third party's Intellectual Property Rights, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Wind Stream (including reasonable attorneys' fees) resulting from such Claim.

7.2 Exclusions. Wind Stream's obligations under Section 7.1 will not apply if the underlying third-party Claim arises from or as a result of: (a) Customer's breach of these User Terms, negligence, willful misconduct or fraud; (b) any Customer Materials; (c) Customer's failure to use any enhancements, modifications, or updates to the Wind Stream Platform that have been provided by Wind Stream; (d) modifications to the Wind Stream Platform by anyone other than Wind Stream; (e) combinations of the Wind Stream Platform with software, data or materials not provided by Wind Stream ; or (f) any Output.

7.3 IP Remedies. If Wind Stream reasonably believes the Wind Stream Platform (or any component thereof) could infringe any third party's Intellectual Property Rights, Wind Stream may, at its sole option and expense use commercially reasonable efforts to: (a) modify or replace the Wind Stream Platform, or any component or part thereof, to make it non-infringing ; or (b) procure the right for Customer to continue using the Wind Stream Platform. If Wind Stream determines that neither alternative is commercially practicable, Wind Stream may terminate these User Terms, in its entirety or with respect to the affected component, by providing written notice to Customer. In the event of any such termination, Wind Stream will refund to Customer a pro-rata portion of the Fees that have been paid for the unexpired portion. The rights and remedies set forth in this Section 7 will constitute Customer's sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Wind Stream Platform.

7.4 Customer Indemnification. Subject to Section 7.5, Customer will defend Wind Stream against Claims arising from (a) any Customer Materials, including, without limitation, (i) any Claim that the Customer Materials infringe, misappropriate or otherwise violate any third party's Intellectual Property Rights or privacy or other rights ; or (ii) any Claim that the use, provision, transmission, display or storage of Customer Materials violates any applicable law, rule or regulation; (b) any of Customer's products or services; (c) Customer's breach of Section 5.4 ; and (d) access or use of the Wind Stream Platform by Customer or its Authorized Users in a manner that is not in accordance with these User Terms or the Documentation, including, without limitation, any breach of the license restrictions in Section 2.2, and in each case, will indemnify and hold harmless Wind Stream against any damages and costs awarded against Wind Stream or agreed in settlement by Customer (including reasonable attorneys' fees) resulting from such Claim.

7.5 Indemnification Procedures. The Party seeking defense and indemnity (the "Indemnified Party") will promptly notify the other Party (the "Indemnifying Party") of the Claim for which indemnity is being sought and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any Claim without the Indemnified Party's prior written approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party's business, products or services). The Indemnified Party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.

8. LIMITATIONS OF LIABILITY

8.1 Exclusion of Damages. NEITHER WIND STREAM NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WIND STREAM PLATFORM WILL BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE USER TERMS OR FROM THE USE OF OR INABILITY TO USE THE WIND STREAM PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WIND STREAM OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8.2 Total Liability. IN NO EVENT WILL WIND STREAM'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE USER TERMS OR FROM THE USE OF OR INABILITY TO USE OR ACCESS THE WIND STREAM PLATFORM OR CONTENT EXCEED ONE HUNDRED DOLLARS ($100).

8.3 Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 8 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN WIND STREAM AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.

9. DISPUTE RESOLUTION FOR INDIVIDUALS

9.1 Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these User Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Wind Stream Platform (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Wind Stream agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these User Terms, and that you and Wind Stream are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these User Terms.

9.2 Exceptions and Opt-out. As limited exceptions to Section 9.1 above: (i) any Dispute involving the infringement or misappropriation of our intellectual property rights may be resolved in court and need not be resolved through arbitration ; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

9.3 Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (the "AAA Rules") then in effect, except as modified by these User Terms. If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

9.4 Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Each party will be responsible for their own filing, administrative, arbitrative and similar fees, and the losing party will pay the prevailing party for all costs and attorney's fees.

10. TERM AND TERMINATION

10.1 Term. These user terms apply to you for the duration of your access to the Wind Stream Platform until (i) terminated by us or (ii) until you cease use of the Wind Stream Platform.

10.2 Termination. We may terminate your access to and use of the Wind Stream Platform, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending an email to us at success@windstream.ai, or, if applicable, via the Wind Stream Platform.

10.3 Survival. This Section 10.3 and Sections 1, 2.2, 2.4, 2.6, 2.8, 3, 4, 5.2(b), 5.4, 6.2, 7, 8, 9, 10.4, and 11 survive any termination or expiration of these User Terms.

10.4 Effect of Termination. Upon expiration or termination of these User Terms: (a) the rights granted pursuant to Section 2.1 will terminate ; and (b) Customer will return or destroy, at Wind Stream's sole option, all Wind Stream Confidential Information in its possession or control, including permanent removal of such Wind Stream Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer's possession or under Customer's control, and at Wind Stream's request, certify in writing to Wind Stream that the Wind Stream Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination or entitle Customer to any refund.

11. GENERAL

11.1 Entire Agreement. These User Terms are the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter.

11.2 Notices. All notices required or permitted under these User Terms will be in writing, will reference these User Terms, and will be sent to the address or email address set forth in the Order Form attached above or to such other address as may be specified by the relevant Party to the other Party in accordance with this Section 11.2. Such notices will be deemed given: (a) when delivered personally; (b) one (1) business day after deposit with a nationally recognized express courier, with written confirmation of receipt; (c) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid ; or (iv) when sent by email, on the date the email was sent without a bounce back message if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party.

11.3 Waiver. Either Party's failure to enforce any provision of these User Terms will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these User Terms will be effective unless it is in writing and signed by the Party granting the waiver.

11.4 Severability. If any provision of these User Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of these User Terms will remain in full force and effect.

11.5 Governing Law; Jurisdiction. These User Terms will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under these User Terms will be brought exclusively in the federal or state courts located in San Francisco, California, and the Parties irrevocably consent to the personal jurisdiction and venue therein.

11.6 Assignment. Customer will not assign or transfer these User Terms, by operation of law or otherwise, without Wind Stream’s prior written consent. Any attempt to assign or transfer these User Terms without such consent...

11.10 Third-Party Vendors. With respect to any third-party vendors including any hosting (e.g. Fly.io) or payment vendors (e.g. Stripe), Wind Stream will use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but will not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that such damages or issues are caused directly from the gross negligence or willful misconduct of Wind Stream.

11.11 Export Regulation. Customer will comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the Wind Stream Platform or software, or any Customer Materials, outside the United States (“Export Rules”), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval.

11.12 U.S. Government End Users. The Wind Stream Platform, software and Documentation are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and other relevant government procurement regulations. Any use, duplication, or disclosure of the software or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth in these User Terms.

11.13 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in these User Terms will be construed to establish any partnership, joint venture or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Party’s prior written consent.

11.14 No Third-Party Beneficiaries. No provision of these User Terms are intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any party other than the Parties and their respective successors and assigns.

11.15 Counterparts. These User Terms may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.