MULTIPLICITAS COMMERCIAL TERMS OF SERVICE

Effective Date: April 18, 2024.

Welcome to Multiplicitas! Before accessing our Services, please read these Commercial Terms of Service carefully.

These Commercial Terms of Service ("Terms") are an agreement between Multiplicitas ("Multiplicitas," "we," "us," or "our") and you or the organization, company, or other entity that you represent ("Customer" or "you"). They govern Customer's use of Multiplicitas' bespoke AI solutions, including our AI models, APIs, associated software applications, and any other offerings that reference these Terms (collectively, the "Services"). These Terms are effective on the earlier of the date that Customer first electronically consents to a version of these Terms and the date that Customer first accesses the Services ("Effective Date").

Please note: You may not enter into these Terms on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity. Services under these Terms are not for consumer use.

Section 1: Services

1.1 Overview

Subject to these Terms, Customer may use the Services, including making submissions to the Services ("Prompts") and generating responses to its Prompts ("Outputs" and, together with Prompts, "Customer Content").

1.2 Beta Services

Multiplicitas may offer Services that are in pre-release, beta, or trial form ("Beta Services"). Beta Services are provided "as-is" and may not be suitable for production use. Multiplicitas is not responsible for Customer's use of or reliance on Beta Services.

1.3 Feedback

If Customer decides, in its sole discretion, to provide Multiplicitas with feedback regarding the Services, Multiplicitas may use that feedback without obligation to Customer.

1.4 Customer Content

As between the Parties and to the extent permitted by applicable law, Multiplicitas agrees that Customer owns all Outputs, and disclaims any rights it receives to the Customer Content under these Terms. Subject to Customer's compliance with these Terms, Multiplicitas hereby assigns to Customer its right, title, and interest (if any) in and to Outputs. Multiplicitas will not train models on Customer Content from paid Services without Customer's explicit consent.

Section 2; Prompts, Outputs, and Materials

2.1 Definitions

You may submit text, documents, or other materials to our Services for processing ("Prompts"). Our Services may generate responses based on your Prompts ("Outputs"). Prompts and Outputs are collectively referred to as "Materials."

2.2 Personal Information

You acknowledge that our Private Policy governs our use and processing of any personal information you submit to us in connection with your use of the Services, whether as part of your Prompts or otherwise.

2.3 Rights to Materials

You are responsible for all Prompts you submit to our Services. By submitting Prompts, you represent and warrant that you have all necessary rights, licenses, and permissions for us to process the Prompts under these Terms. You also represent and warrant that your Prompts will not violate these Terms, our Acceptable Use Policy, or any applicable laws or regulations.

As between you and Multiplicitas, and to the extent permitted by applicable law, you retain any right, title, and interest in the Prompts you submit. Subject to your compliance with these Terms, Multiplicitas assigns to you all of its right, title, and interest (if any) in Outputs generated based on your Prompts.

2.4 Use of Materials

Multiplicitas may use Materials to provide, maintain, improve, and develop the Services and other products or services. Multiplicitas may not train models on Materials submitted by paid customers.

2.5 Reliance on Outputs

Multiplicitas' Services utilize advanced artificial intelligence and machine learning technologies, which are continually evolving to improve accuracy, reliability, and safety. When using our Services, you acknowledge and agree that:

a. Outputs may not always be accurate and may contain material inaccuracies, even if they appear accurate due to their level of detail or specificity;

b. You should not rely on any Outputs without independently confirming their accuracy;

c. The Services and Outputs may not reflect correct, current, or complete information; and

d. Outputs may contain content that is inconsistent with Multiplicitas' views.

Section 3: Bespoke AI Agents

3.1 Customized AI Agents

Multiplicitas may offer customized versions of its AI agents ("Customized AI Agents") created based on instructions, queries, data, and information provided by third parties ("Third-Party AI Agents"). Multiplicitas may also offer customized versions of its AI agents created by Multiplicitas itself.

Unless a Customized AI Agent is expressly identified as a Multiplicitas product, such Customized AI Agent may be created by a third party and incorporate third-party content, instructions, or data that are not controlled by or owned by Multiplicitas. Information about the creator of a Customized AI Agent can be found beneath the name of each Customized AI Agent.

Third-Party AI Agents created by other users may be shared with you. You should only open and use Third-Party AI Agents from sources you trust. You are solely responsible for your interactions with Third-Party AI Agents that may be independently developed by third parties unaffiliated with Multiplicitas. Your use of Third-Party AI Agents may expose you to content that you find offensive, inappropriate, or objectionable.

If you encounter a Third-Party AI Agent or content generated by a Third-Party AI Agent that violates these Terms or the Acceptable Use Policy, please submit a report using the "Report an Issue" form. Third-Party AI Agents may contain advertisements. Multiplicitas may remove, suspend, or disable access to Third-Party AI Agents at any time without prior notice, and users may withdraw or delete their Third-Party AI Agents at any time without prior notice.

3.2 Customized AI Agent Generator

Subscribers of certain Multiplicitas services may have the ability to create Customized AI Agents using the Customized AI Agent Generator feature. All information (including the name and description of the AI Agent), instructions, knowledge, documents, and data you provide to create a Customized AI Agent must comply with the Acceptable Use Policy and must not infringe, facilitate, or promote the infringement of any third-party rights (including intellectual property rights, trademark rights, and publicity rights) or any illegal or harmful activities.

You may not suggest that Multiplicitas, any of its affiliates, or associated third parties have created, endorsed, or approved your Customized AI Agent. You may not make misleading or false statements about the development, approval, affiliation, or creation of a Customized AI Agent. You may not create Customized AI Agents primarily intended for or designed to primarily attract minors. You are responsible for ensuring that your Customized AI Agent complies with these Terms and the Acceptable Use Policy.

Multiplicitas, at its sole discretion, may review, suspend, block publication, limit access to, remove, or terminate access to the AI Agents you create at any time and without prior notice if you violate these Terms (including the Acceptable Use Policy), if we suspect you are engaging in fraudulent or illegal activities, or if you or we suspend or close your Multiplicitas account. You may appeal these decisions as set forth in the "User Access Restriction and Appeal" section of these Terms.

Customized AI Agents may contain third-party advertisements. You will not be remunerated or entitled to any compensation for these advertisements that may appear in Customized AI Agents.

3.3 Sharing Customized AI Agents

You may not share your Customized AI Agents with any third parties without Multiplicitas' prior written consent. If Multiplicitas grants you permission to share your Customized AI Agent, the name associated with your Multiplicitas account, as well as any personal or confidential data or other information, data, or documents you upload or enter into your AI Agent, may be made available or shared with the authorized recipients of your AI Agent link, Multiplicitas affiliates, or external partners, as permitted by Multiplicitas.

Section 4: Trust and Safety; Restrictions

4.1 Compliance

Each Party will comply with all laws applicable to the provision (for Multiplicitas) and use (for Customer) of the Services, including any applicable data privacy laws.

4.2 Acceptable Use Policy

Customer may only use the Services in compliance with these Terms, including the Acceptable Use Policy ("AUP"), which is incorporated by reference into these Terms and may be updated by Multiplicitas. Customer must use reasonable efforts to ensure the same of its customers or other end-users ("Users").

4.3 Use Restrictions

Customer may not, and must not attempt to: (a) access the Services to build a competing product or service; (b) reverse engineer or duplicate the Services; or (c) support any third party's attempt at such prohibited conduct. Customer and its Users may only use the Services in the countries and regions Multiplicitas supports.

4.4 Security

Customer will promptly notify Multiplicitas if it believes or knows that: (a) its account has been compromised; or (b) it is subject to a security incident that may negatively impact the Services.

Section 5: Confidentiality

5.1 Confidential Information

The Parties may share information that is identified as confidential or that a Party would reasonably understand to be confidential ("Confidential Information"). Customer Content is Customer's Confidential Information.

5.2 Obligations of Parties

The receiving Party ("Recipient") may only use the Confidential Information of the disclosing Party ("Discloser") to exercise its rights and perform its obligations under these Terms. Recipient will protect Discloser's Confidential Information using no less than reasonable care and will promptly notify Discloser of any suspected breach.

5.3 Exclusions

Recipient's obligations do not apply to information that: (a) was known to Recipient without a duty of confidentiality; (b) was disclosed to Recipient by a third party without a duty of confidentiality; (c) is or becomes publicly available through no fault of Recipient; or (d) was independently developed by Recipient without using Discloser's Confidential Information.

5.4. Intellectual Property

Except as expressly stated in these Terms, neither Party grants the other any rights to its intellectual property.

5.5. Publicity

Neither Party may make public statements about Customer's use of the Services without the other Party's written consent.

Section 6: Fees and Payment

6.1 Fees

Customer is responsible for fees incurred for its use of the Services at the rates specified by Multiplicitas, unless otherwise agreed. Multiplicitas may require prepayment or offer credits, subject to additional terms. Multiplicitas may update its rates with at least 30 days' notice.

6.2 Taxes

Customer is responsible for any taxes, duties, or assessments owed for its use of the Services, unless otherwise specified by Multiplicitas.

6.3 Billing

Failure to pay amounts owed when due may result in suspension or termination of Customer's access to the Services.

Section 7: Term and Termination

7.1 Term

These Terms commence on the Effective Date and continue until terminated.

7.2 Termination for Convenience

Either Party may terminate these Terms at any time with written notice to the other Party. Multiplicitas will provide at least 30 days' prior notice.

7.3 Termination for Cause

Either Party may terminate these Terms upon written notice if the other Party materially breaches these Terms and fails to cure the breach within 30 days of receiving notice. Multiplicitas may immediately terminate these Terms if it reasonably believes that its provision of the Services to Customer is prohibited by law.

7.4 Suspension

Multiplicitas may suspend Customer's access to the Services if: (a) Multiplicitas reasonably believes that Customer or its Users are using the Services in violation of these Terms or applicable law; or (b) Multiplicitas is required to do so by its vendors. Multiplicitas will use reasonable efforts to provide notice and restore access as soon as possible.

7.5 Effect of Termination

Upon termination, Customer's right to access the Services will immediately cease. Certain provisions of these Terms will survive termination, as specified in Section 11.4.

Section 8: Dispute Resolution

8.1 Informal Resolution

The Parties will attempt to informally resolve any dispute related to these Terms ("Dispute") before initiating formal proceedings.

8.2 Arbitration

Any Dispute that cannot be informally resolved will be settled by binding arbitration in accordance with the rules of a nationally recognized arbitration organization. The arbitration will be conducted in the English language and the decision of the arbitrator will be final and binding.

8.3 Equitable Relief

Notwithstanding the foregoing, either Party may seek equitable relief from a court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

Section 9: Warranties and Disclaimers

9.1 Mutual Warranties

Each Party represents and warrants that: (a) it has the authority to enter into these Terms; and (b) it will comply with all applicable laws in its performance under these Terms.

9.2 Customer Warranties

Customer represents and warrants that it has all rights necessary to submit Prompts to the Services and to grant Multiplicitas the rights specified in these Terms.

9.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." MULTIPLICITAS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MULTIPLICITAS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

Section 10: Limitation of Liability

10.1 Exclusion of Damages

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

Section 11: General Provisions

11.1 Entire Agreement

These Terms, including all exhibits and addenda, constitute the entire agreement between the Parties regarding the subject matter hereof and supersede all prior agreements and understandings, whether written or oral.

11.2 Amendment

Multiplicitas may amend these Terms from time to time by posting the revised version on its website or providing notice to Customer. By continuing to use the Services after the effective date of any amendments, Customer agrees to be bound by the revised Terms.

11.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in effect and the invalid or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.

11.4 Survival

Sections 3 (Confidentiality), 4 (Intellectual Property), 6 (Fees and Payment), 8 (Dispute Resolution), 9.3 (Disclaimer of Warranties), 10 (Limitation of Liability), and 11 (General Provisions) will survive the termination or expiration of these Terms.

11.5 Assignment

Neither Party may assign these Terms without the other Party's prior written consent, except that Multiplicitas may assign these Terms without consent to an affiliate or in connection with a merger, acquisition, or sale of assets.

11.6 Governing Law

These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.