TERMS OF USE

BEFORE USING THE CREWAI PLATFORM YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS OF USE THAT APPLY TO THE CREWAI PLATFORM. BY AGREEING TO THE TERMS OF USE YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED (A) TO ACCESS AND USE THE CREWAI PLATFORM AND (B) TO POST, SUBMIT, PROVIDE, TRANSMIT AND OTHERWISE DISCLOSE ANY INFORMATION AND DOCUMENTS YOU MAY DISCLOSE ON, THROUGH OR IN CONNECTION WITH THE CREWAI PLATFORM. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCESS THE CREWAI PLATFORM. CLICK “ACCEPT” IF YOU FULLY ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THESE TERMS OF USE. OTHERWISE, CLICK “DO NOT ACCEPT.” CLICKING “ACCEPT” ESTABLISHES A BINDING AGREEMENT BETWEEN YOU AND CREWAI, INC. ACCEPTANCE OF THESE TERMS OF USE IS REQUIRED AS A CONDITION TO PROCEEDING WITH THE USE OF THE SERVICE.

Welcome to the Terms of Use of CrewAI, Inc., a Delaware corporation (“CrewAI”). These Terms of Use (as amended from time to time and together with any documents expressly incorporated by reference, these “Terms of Use”), effective as of September 24th, 2024 (the “Effective Date”), set forth the terms governing the provision, access and use of the CrewAI Platform (as defined below) by you (“Customer”) and any Authorized Users (as defined below) of CrewAI applications (including any new versions, updates or upgrades) on or through www.crewai.com, whether as a guest or a registered user. Each of CrewAI and Customer may be referred to herein individually as a “Party” or collectively as “Parties”.

1. ACCESS TO THE CREWAI PLATFORM.

1.1: General. From time to time, CrewAI and Customer may enter into order forms that expressly reference, and are governed by, these Terms of Use and are executed by an authorized representative of each Party (each, an “Order Form”). Each Order Form is hereby incorporated by reference.
1.2: Changes to Terms of Use. CrewAI reserves the right, at its sole discretion, to change or modify portions of these Terms of Use at any time. If CrewAI does this, CrewAI will post the changes on this page and will indicate at the top of this page the date these Terms of Use were last revised. Customer may read a current, effective copy of these Terms of Use by visiting www.crewai.com. CrewAI will also notify Customer of any material changes, either through the CrewAI Platform (as defined below) user interface, a pop-up notice, email, or through other reasonable means. Customer’s continued use of the CrewAI Platform (as defined below) after the date any such changes become effective constitutes acceptance of the new Terms of Use. Customer should periodically visit this page to review the current Terms of Use so Customer is aware of any revisions. If Customer does not agree to abide by these or any future Terms of Use, Customer will not access, browse, or use (or continue to access, browse, or use) the CrewAI Platform (as defined below).
1.3: Access Grant. CrewAI will use commercially reasonable efforts to make CrewAI’s proprietary platform that allows you to build multi-agent automations using AI Technology (as defined below) (the “CrewAI Platform”) available to Customer and Customer’s Affiliates (as defined below). Subject to the terms and conditions of these Terms of Use, CrewAI hereby grants Customer and Customer’s Affiliates the limited, non-exclusive, non-transferable, non-sublicensable right to access and use the CrewAI Platform during the Term (as defined below), solely for purposes of managing and servicing the number of units set forth in the Order Form (each, a “Unit”) at properties of Customer and Customer Affiliates. For ACTIVE/131638387.3 purposes of these Terms of Use, “Affiliate” means any legal entity of which Customer owns, directly or indirectly, fifty percent (50%) or more of the voting stock or other equity interest which provide Customer the control to direct the Affiliate’s compliance with these Terms of Use. Any such entity controlled by Customer will be considered an Affiliate for only such time as such voting stock or other controlling equity interest is maintained.
1.4: Restrictions and Responsibilities. Customer will not provide access to the CrewAI Platform except to its and any of its Affiliates’ employees, contractors and consultants who assist in managing and/or servicing properties of Customer or any Customer Affiliate (“Authorized Users”). For clarity, the employees, contractors and consultants who assist in managing and/or servicing properties of any Customer Affiliate are no longer Authorized Users immediately upon such time as the applicable entity no longer meets the definition of “Affiliate”. Customer is and will be liable for the acts or omissions of its Affiliates and its Authorized Users in violation of these Terms of Use as if they were “Customer” hereunder. Customer will not, and will not permit any Authorized User to, use the CrewAI Platform for any purpose other than the purposes expressly set forth herein. Customer will not, and will not permit any Authorized User to, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the CrewAI Platform; (b) modify, translate, or create derivative works based on the CrewAI Platform; (c) use the CrewAI Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party (other than an Authorized User); (d) remove any proprietary notices or labels; or (e) use the CrewAI Platform to develop or improve a product or service that is competitive to the CrewAI Platform. Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the CrewAI Platform, including modems, hardware, server, software, operating system, networking, web servers and the like. Customer will also be responsible for maintaining the confidentiality of Customer’s and its Authorized Users’ usernames, passwords and account details, and for any actions taken by parties with access to such usernames and passwords. Customer will not, and will ensure that its Authorized Users do not, disclose such usernames and passwords to any third parties (other than Authorized Users). Customer will inform CrewAI immediately if it discovers that any such username and/or password has been disclosed or made available to a third party, or that any unauthorized third party is otherwise accessing or using the CrewAI Platform. Without limiting any other rights or remedies set forth herein or available pursuant to law, CrewAI may immediately suspend Customer’s or any Authorized User’s access to the CrewAI Platform if Customer is in breach of any term or condition of these Terms of Use.
1.5: License to Customer Data. Customer hereby grants to CrewAI a non-exclusive, royalty-free, fully paid up, non-sublicensable (except to contractors, consultants and service providers of CrewAI), non- transferable (subject to Section 10.6) right and license to copy, distribute, display, create derivative works of and otherwise use the data and information (a) uploaded, input or otherwise made available by or on behalf of Customer or any Customer Affiliate to or through the CrewAI Platform, including through the Third Party Services (as defined below) and (b) the Outputs (as defined below) (the “Customer Data”) to (i) provide the CrewAI Platform and otherwise perform CrewAI’s obligations under these Terms of Use, (ii) improve and develop products and services, including by training and developing models and/or algorithms, and (iii) create aggregated and/or anonymized data (“Aggregated Data”). For the avoidance of doubt, Aggregated Data is not Customer Data.
1.6: Feedback. Customer or any Customer Affiliate may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to CrewAI with respect to the CrewAI Platform or Evaluation Services (as defined below). CrewAI will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants to CrewAI a royalty-free, fully paid up, worldwide, transferable, ACTIVE/131638387.3 sublicensable (through multiple tiers), irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback, and (b) use the Feedback and/or any subject matter thereof, including the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback. Customer acknowledges and agrees that Feedback is not Confidential Information (as defined below).
1.7: Evaluation Services. From time to time, each of Customer and Customer Affiliates may be invited to try certain services at no charge for a free pilot period or if such services are not generally available to customers (collectively, “Evaluation Services”). Evaluation Services will be designated as beta, pilot, evaluation, trial, limited release or the like. In the event Customer’s or any Customer Affiliates’ initial use of the CrewAI Platform will be pursuant to a free pilot period (the “Pilot Period”), the duration of the Pilot Period and the properties of Customer and any Customer Affiliate that will be included in connection with the use of the CrewAI Platform during the Pilot Period will be included in the Order Form (provided, that, if the Parties have entered into a separate agreement for a pilot period, the terms of such agreement shall govern such pilot period and these Terms of Use will govern the use of the CrewAI Platform and any Evaluation Services made available thereafter). For the avoidance of doubt, the provision of the CrewAI Platform by CrewAI during the Pilot Period (if any) is deemed “Evaluation Services” hereunder. Evaluation Services are for Customer’s internal evaluation purposes only and, notwithstanding anything to the contrary set forth herein, are provided “as is” without warranty of any kind, and may be subject to additional terms. CrewAI may discontinue Evaluation Services at any time in its sole discretion and may never make them generally available. CrewAI will have no liability for any harm or damage arising out of or in connection with any Evaluation Services.
1.8: Third Party Services. The CrewAI Platform may enable access to or integration with certain third party services, products, solutions, software, application programming interfaces and/or other technology which are currently or may be in the future utilized by Customer and with respect to which Customer has a separate contractual relationship with the applicable third party (collectively, the “Third Party Services”). The Third Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and Customer may be required to authenticate to or create separate accounts to use Third Party Services. Some Third Party Services may provide CrewAI with access to certain information that Customer or a Customer Affiliate has provided to such Third Party Services. Any data, information or other materials related to Customer or a Customer Affiliate collected via or received by CrewAI from any Third Party Service will be deemed Customer Data. CrewAI has no control over and is not responsible for such Third Party Services, including the accuracy, availability, reliability or completeness of information shared by or available through the Third Party Services, or on the privacy practices of the Third Party Services. CrewAI will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Services. Any dealings Customer has with third parties while using the CrewAI Platform are between Customer and the third party. CrewAI is not liable for any loss caused by or claim that may have against any such third party or that arise under Customer’s agreements with any such third party.
1.7: Service Levels; Support. CrewAI will use reasonable efforts consistent with prevailing industry standards to provide the CrewAI Platform in a manner that minimizes errors and interruptions in accessing the CrewAI Platform. The CrewAI Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by CrewAI or by third-party providers, or because of other causes beyond CrewAI’s reasonable control, but CrewAI will use reasonable efforts ACTIVE/131638387.3 to provide advance notice in writing or by email of any scheduled service disruption within CrewAI’s control.

2. OWNERSHIP; RESERVATION OF RIGHTS.

As between the Parties, CrewAI retains all right, title and interest in and to the CrewAI Platform and all associated intellectual property rights. CrewAI grants no, and reserves any and all, rights with respect to the CrewAI Platform other than the rights expressly granted to Customer under these Terms of Use. As between the Parties, Customer retains all right, title and interest in and to the Customer Data. Customer grants no, and reserves any and all, rights with respect to the Customer Data, other than the rights expressly granted to Customer under these Terms of Use.

3. FEES; PAYMENT TERMS.

3.1: Fees. Customer will pay to CrewAI the fees set forth in the Order Form in accordance with the payment terms set forth therein and herein. CrewAI may increase prices for any Renewal Term (as defined below) by providing Customer notice of the price increase at least thirty (30) days prior to the end of the then-current term.

3.2: Payment Terms. Payment obligations are non-cancelable and all fees paid are non-refundable. Past due amounts shall bear a late payment charge, until paid, at the rate of one and one half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. If the Order Form requires that CrewAI invoice Customer for any fees, Customer will pay all such invoiced amounts within thirty (30) days of receipt of the applicable invoice.

3.3: Net of Taxes. All amounts payable by Customer to CrewAI hereunder are exclusive of any sales, use and other taxes or duties, however designated, including withholding taxes, excise, sales, use, value- added and property taxes (collectively, “Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of CrewAI. Customer will not withhold any Taxes from any amounts due CrewAI.

4. TERM; TERMINATION.

4.1: Term; Termination. These Terms of Use are effective for as long as Customer or an Authorized User has an agreement with CrewAI to make the CrewAI Platform available, including for the duration of a Pilot Period (if any) and the initial term set forth in the Order Form (the “Initial Term”), unless otherwise earlier terminated in accordance with these Terms of Use. Thereafter, these Terms of Use will automatically renew for renewal terms of equal duration (each, a “Renewal Term” and, together with the Pilot Period (if any) and the Initial Term, the “Term”), unless either Party provides written notice of termination during the Pilot Period (as set forth below) or written notice of non-renewal during the Initial Term or any Renewal Term to the other Party at least thirty (30) days prior to the end of the then- current term. Either Party may terminate these Terms of Use for any or no reason during the Pilot Period, upon written notice to the other Party. At any time during the Term, either Party may terminate these Terms of Use immediately by providing a written notice to the other Party if that other Party has breached any of its material obligations and has not fully cured the breach within thirty (30) days after it has been given an initial written notice specifying the breach.

4.2: Effect of Termination. In the event that these Terms of Use are terminated for any reason, (a) all rights granted to Customer with respect to the CrewAI Platform will immediately terminate and (b) Customer will (i) cease use of the CrewAI Platform, and (ii) pay to CrewAI all amounts due and owing under these Terms of Use. In addition, upon expiration or termination of these Terms of Use, each Recipient (as ACTIVE/131638387.3 defined below) will return to the Discloser (as defined below) or destroy, at the Discloser’s election, all of the Discloser’s Confidential Information and all copies or other tangible embodiments thereof.

4.3: Survival. Upon expiration or termination of these Terms of Use, all obligations in these Terms of Use will terminate, provided that Sections 1.2 (Restrictions and Responsibilities), 1.4 (Feedback), 2 (Ownership; Reservation of Rights), 3 (Fees; Payment Terms), 4 (Term; Termination), 5 (Confidentiality), 6.3 (Disclaimers), 6.4 (Use of Artificial Intelligence), 7 (Limitations of Liability), 8 (Indemnification) and 10 (General) will survive.

5. CONFIDENTIALITY.

5.1: Definition of Confidential Information. “Confidential Information” means, subject to the exceptions set forth in Section 5.2 hereof, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a Party (the “Discloser”) to the other Party (the “Recipient”) and that (a) the Discloser has marked as confidential or proprietary, or (b) the Discloser identifies as confidential at the time of disclosure with written confirmation within fifteen (15) days of disclosure to the Recipient; provided, however, that reports and/or information related to or regarding the Discloser’s business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers billing records, and products or services will be deemed Confidential Information of the Discloser even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in Section 5.2 hereof.

5.2: Exceptions to Confidential Information. Confidential Information will not include any information which: (a) the Recipient can show by written record was in its possession prior to disclosure by the Discloser hereunder, provided that the Recipient must promptly notify the Discloser of any prior knowledge; (b) is or becomes generally known by the public other than through the Recipient’s failure to observe any or all terms and conditions hereof; or (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favor of Discloser.

5.3: Use and Disclosure of Confidential Information. The Recipient may only use the Confidential Information for the purpose of performing its obligations and exercising its rights hereunder. The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient’s employees, contractors, consultants and service providers who are required to have access to such Confidential Information in connection with the performance of the Recipient’s obligations, or the exercise of the Recipient’s rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees, consultants, contractors and service providers are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in these Terms of Use. The Recipient will use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of these Terms of Use.

5.4: Disclosures Required by Law. In the event that the Recipient is required by law to make any disclosure of any of the Confidential Information of the Discloser, by subpoena, judicial or administrative order or otherwise, the Recipient will first give written notice of such requirement to the Discloser, and will permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential ACTIVE/131638387.3 Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection.

6. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

6.1: Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into these Terms of Use and to perform its obligations hereunder, (b) the execution of these Terms of Use and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (c) these Terms of Use constitutes a legal, valid and binding obligation when signed by both Parties.
6.2: Customer Representations and Warranties. Customer represents and warrants that it has the legal authority and all rights necessary to provide the Customer Data to CrewAI hereunder, and Customer’s provision of the Customer Data to CrewAI hereunder does not and will not violate or conflict with or result in a breach of any terms, conditions, duties or obligations Customer has to any third party or any other rights of any third party or any applicable law, rule or regulation.
6.3: Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE CREWAI PLATFORM IS PROVIDED ON AN “AS-IS” BASIS AND CREWAI DISCLAIMS ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. CREWAI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. CREWAI DOES NOT WARRANT THAT THE CREWAI PLATFORM IS ERROR-FREE OR THAT OPERATION OF THE CREWAI PLATFORM WILL BE SECURE OR UNINTERRUPTED.

6.4: Use of Artificial Intelligence. Customer acknowledges and agrees that the CrewAI Platform includes and integrates with proprietary and/or third-party advanced technologies, such as artificial intelligence, machine learning systems and similar technology and features (collectively, “AI Technology”) and each of Customer and Customer’s Affiliates is able to use AI Technology to, among other things, build multi- agent automations. Customer acknowledges and agrees that, in addition to the other limitations and restrictions set forth in these Terms of Use: Customer and each Customer Affiliate will use discretion and independent judgment before relying on, sharing or otherwise using the responses or other content generated by the AI Technology and provided to Customer or any Customer Affiliate through the CrewAI Platform (“Outputs”) or relying on any actions taken by the AI Technology on behalf of Customer, and will monitor and track any such actions to ensure they are appropriate; AI Technology is based on predefined rules and algorithms, and the Outputs may not necessarily be unique from outputs generated, created, enhanced or modified by other users of the CrewAI Platform; AI Technology can perpetuate biases that are present in the data used to train them, which can result in Outputs that are discriminatory or offensive; AI Technology can struggle with complex tasks that require reasoning, judgment and decision-making; AI Technology may misunderstand or misinterpret Customer’s queries or other instructions; and Outputs can lack the personal touch that comes with content created by humans, which can make them seem cold and impersonal. Notwithstanding anything to the contrary in these Terms of Use, CrewAI bears no liability to Customer, any Customer Affiliate or anyone else arising from or relating to Customer’s or any Customer Affiliate’s use of any of the Outputs or any actions taken by the AI Technology in connection with Customer’s use thereof.

7. LIMITATIONS OF LIABILITY.

7.1: Disclaimer of Consequential Damages. EXCEPT FOR LIABILITY ARISING FROM (A) CUSTOMER’S BREACH OF SECTION 1.2 (RESTRICTIONS AND RESPONSIBILITIES) ABOVE OR (B) CUSTOMER’S BREACH OF SECTION 5 (CONFIDENTIALITY) ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.

7.2: General Cap on Liability. EXCEPT FOR LIABILITY ARISING FROM (A) CUSTOMER’S BREACH OF SECTION 1.2 (RESTRICTIONS AND RESPONSIBILITIES) ABOVE, (B) CUSTOMER’S BREACH OF SECTION 5 (CONFIDENTIALITY) ABOVE, (C) CUSTOMER’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTIONS 8.1 AND 8.2 BELOW, AS APPLICABLE, OR (D) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 3, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID AND PAYABLE BY CUSTOMER TO CREWAI UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

7.3: Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

8. INDEMNIFICATION.

8.1: Indemnification by CrewAI. CrewAI will indemnify, defend and hold Customer and the officers, directors, agents, and employees of Customer (“Customer Indemnified Parties”) harmless from settlement amounts and damages, liabilities, penalties, costs and expenses (“Liabilities”) that are payable to any third party by the Customer Indemnified Parties (including reasonable attorneys’ fees) arising from any claim, demand or action by a third party that the CrewAI Platform infringes or misappropriates any United States copyright or trade secret (except for claims for which CrewAI is entitled to indemnification under Section 8.2, in which case CrewAI will have no indemnification obligations with respect to such claim). CrewAI will have no liability or obligation under this Section 8.1 with respect to any Liability if such Liability is caused in whole or in part by: (a) modification of the CrewAI Platform by any party other than CrewAI; (b) the combination, operation, or use of the CrewAI Platform with other product(s), data or services where the CrewAI Platform would not by itself be infringing; or (c) unauthorized or improper use of the CrewAI Platform. This Section 8.1 states CrewAI’s entire obligation and Customer’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.
8.2: Indemnification by Customer. Customer will indemnify, defend and hold CrewAI and the officers, directors, agents, and employees of CrewAI (“CrewAI Indemnified Parties”) harmless from Liabilities that are payable to any third party by the CrewAI Indemnified Parties (including reasonable attorneys’ fees) arising from any claim, demand or action by a third party that arises out of or is in connection with ACTIVE/131638387.3 (a) any use by Customer or any Customer Affiliate of the CrewAI Platform in violation of these Terms of Use, (b) the Customer Data, including CrewAI’s use of the Customer Data in accordance with these Terms of Use, (c) Customer’s or any Customer Affiliate’s violation of any terms and conditions related to and/or governing use of any Third Party Services, or (d) the acts or omissions of any Affiliate in violation of these Terms of Use.
8.3: Action in Response to Potential Infringement. If the use of the CrewAI Platform or any portion thereof by Customer has become, or in CrewAI’s opinion is likely to become, the subject of any claim of infringement, CrewAI may at its option and expense (a) procure for Customer the right to continue using the CrewAI Platform as set forth hereunder; (b) replace or modify the CrewAI Platform to make it non- infringing so long as the CrewAI Platform has at least equivalent functionality; (c) substitute an equivalent for the CrewAI Platform or (d) if options (a)-(c) are not reasonably practicable, terminate these Terms of Use.
8.4: Indemnification Procedure. If a Customer Indemnified Party or a CrewAI Indemnified Party (each, an “Indemnified Party”) becomes aware of any matter it believes it should be indemnified under Section 8.1 or Section 8.2, as applicable, involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an “Action”), the Indemnified Party will give the other Party (the “Indemnifying Party”) prompt written notice of such Action. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action with counsel of its own choosing. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

9. GOVERNMENT MATTERS.

Customer may not remove or export from the United States or allow the export or re-export of the CrewAI Platform, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the CrewAI Platform (including the software, documentation and data related thereto) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms of Use and will be prohibited except to the extent expressly permitted by the terms of these Terms of Use.

10. GENERAL.

10.1: Force Majeure. No Party hereto will have any liability under these Terms of Use for such Party’s failure or delay in performing any of the obligations imposed by these Terms of Use to the extent such failure or delay is the result of any event beyond such Party’s reasonable control, including: (a) any fire, explosion, unusually severe weather, natural disaster or Act of God; (b) epidemic; any nuclear, biological, chemical, or similar attack; any other public health or safety emergency; any act of terrorism; and any action reasonably taken in response to any of the foregoing; (c) any act of declared or undeclared war or of a public enemy, or any riot or insurrection; (d) damage to machinery or equipment; any disruption in transportation, communications, electric power or other utilities, or other vital infrastructure; or any means of disrupting or damaging internet or other computer networks or facilities; (e) any strike, lockout or other labor dispute or action; or (f) any action taken in response to any of the foregoing events by any civil or military authority.
10.2: Severability. In the event that any provision of these Terms of Use is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and the remainder will continue in effect, to the extent consistent with the intent of the Parties as of the Effective Date. The terms and conditions of these Terms of Use are severable. If any term or condition of these Terms of Use is deemed to be illegal or unenforceable under any rule of law, all other terms will remain in force. Further, the term or condition which is held to be illegal or unenforceable will remain in effect as far as possible in accordance with the intention of the Parties as of the Effective Date.
10.3: Relationship of the Parties. Nothing in these Terms of Use will be construed to place the Parties in an agency, employment, franchise, joint venture, or partnership relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third Parties. Neither Party will represent to the contrary, either expressly, implicitly or otherwise.
10.4: Remedies. Each Party acknowledges that a breach by it of any of the terms of Section 5 may cause irreparable harm to the Discloser for which Discloser could not be adequately compensated by money damages. Accordingly, Recipient agrees that, in addition to all other remedies available to Discloser in an action at law, in the event of any breach or threatened breach by the Recipient of the terms of these Terms of Use, the Discloser may seek, from any court of competent jurisdiction and without the necessity of proving actual damages or posting any bond or other security, temporary and permanent injunctive relief, including specific performance of the terms of Section 5.
10.5: Governing Law; Consent to Jurisdiction. The law, including the statutes of limitation, of the State of New York will govern these Terms of Use, the interpretation and enforcement of its terms and any claim or cause of action (in law or equity), controversy or dispute arising out of or related to it or its negotiation, execution or performance, whether based on contract, tort, statutory or other law, in each case without giving effect to any conflicts-of-law or other principle requiring the application of the law of any other jurisdiction. Each of the Parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York and of the United States of America for any litigation among the Parties hereto arising out of or relating to these Terms of Use, or the negotiation, validity or performance of these Terms of Use, waives any objection to the laying of venue of any such litigation in such courts and agrees not to plead or claim in any such court that such litigation brought therein has been brought in any inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of such courts.
10.6: Assignment; Binding Effect. Neither Party may assign or transfer these Terms of Use in whole or in part, without the prior written consent of the other Party, except that either Party may assign or transfer these Terms of Use without the written consent of the other Party to an affiliate or corporation or other business entity succeeding to all or substantially all the assets and business of the assigning Party to which these Terms of Use relates, whether by merger or purchase or otherwise. Any attempted assignment, delegation or transfer by a Party in violation hereof will be null and void. Subject to the foregoing, these Terms of Use will be binding on the Parties and their successors and permitted assigns.
10.7: Notices. All notices under these Terms of Use will be in writing, reference these Terms of Use and be sent to the address set forth on the Order Form. Notices will be deemed given: (a) when delivered personally; (b) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; (c) by email for which receipt is confirmed or (d) one (1) day after deposit with an internationally recognized commercial overnight carrier, with written verification of receipt. ACTIVE/131638387.3 Each Party may update its notice address by providing written notice to the other Party in accordance with this Section 10.7.
10.8: No Waiver. Failure by either Party to enforce any provision of these Terms of Use will not be deemed a waiver of future enforcement of that or any other provision.
10.9: Complete Agreement. These Terms of Use constitutes the entire agreement between the Parties with respect to the subject matter hereof. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations. To the extent of any conflict or inconsistency between the provisions in the body of these Terms of Use and the Order Form, the terms of these Terms of Use will prevail, unless the Order Form expressly amends a provision in these Terms of Use. These Terms of Use may not be modified or waived, in whole or part, except in writing and signed by an officer or duly authorized representative of both Parties.