Last updated: October 2, 2026
This Platform Services Agreement (this “Agreement”) is between Thrifty AI (“Thrifty AI”) and the party identified as the customer in the applicable Order Form (“Customer”) and is effective as of the date the Parties enter into an Order Form incorporating these terms (the “Effective Date”). Thrifty AI and Customer may be referred to collectively as the “Parties” or individually as a “Party”.
(a) “Affiliate” means any entity that Controls, is Controlled by, or is under common Control with Thrifty AI or the Customer entity agreeing to these terms, where “Control” means ownership of more than 50% of the voting interests of the subject entity or having the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.
(b) “Authorized User” means anyone authorized by Customer to access and use the Platform under its account.
(c) “Customer Materials” means all information, data, or other materials that Customer, its Authorized Users, or its End Users submit to the Platform, including uploaded documents and knowledge base content, prompts and configurations, Likeness Materials, and Conversation Data.
(d) “Documentation” means Thrifty AI’s user guides and technical documentation for the Platform, as updated from time to time, made available by Thrifty AI through the Platform or its support channels.
(e) “Order Form” means an ordering document or online order, including a trial, entered into by the Parties (or their Affiliates) specifying the Platform and any Professional Services to be provided pursuant to this Agreement.
(f) “Output” means the content and materials generated through Customer’s use of the Platform based on Customer’s specific input, including an artificial human’s generated speech, rendered video and expressions, text responses, generated quizzes, videos, games and courses, and interview, assessment, or roleplay reports and scores.
(g) “Platform” means Thrifty AI’s artificial human platform, including Thrifty Studio, the Thrifty AI APIs and SDKs, Thrifty Agent, and any managed deployment, and all associated technology, which is made available by Thrifty AI to Customer pursuant to this Agreement and the applicable Order Form.
(h) “Professional Services” means the customer success, implementation, and managed deployment services (if any) provided by Thrifty AI as specified in the applicable Order Form, which may include designing, building, tuning, and scaling artificial humans on Customer’s behalf.
(i) “Subscription” means the access to and use of the Platform on a per Authorized User basis or on such other basis (such as conversation minutes, sessions, or API usage) as specified in the applicable Order Form.
(j) “Subscription Term” means the time period for the Subscription identified in the applicable Order Form, including any Renewal Term.
(k) “Thrifty AI IP” means the Platform, including its underlying software, including model weights, parameters, algorithms, avatar rendering, speech and vision technology, stock avatars and voices, interfaces, technology, features, databases, tools, content, materials, and know-how created by Thrifty AI or otherwise made available through the Platform, including all improvements, updates, derivative works, configurations, modifications or enhancements thereto and all intellectual property rights therein. Thrifty AI IP shall specifically exclude any Customer Materials and Output.
(l) “End User” means any individual, other than an Authorized User, who interacts with an artificial human deployed by or for Customer through the Platform, including Customer’s customers, students, patients, candidates, and employees.
(m) “Conversation Data” means voice audio, camera video frames, facial imagery, screen-share content, transcripts, recordings, and interview, assessment, or roleplay scores captured or generated during conversations between an artificial human and Authorized Users or End Users.
(n) “Likeness Materials” means any image, photograph, video, voice recording, or other material depicting or representing the face, likeness, or voice of an identifiable individual that Customer submits to the Platform for the purpose of creating or customizing an artificial human.
2.1 Platform. Subject to the terms of the applicable Order Form, Thrifty AI grants to Customer (and its Authorized Users) a limited, non-exclusive, non-transferable (except as otherwise permitted under this Agreement) right to access and use the Platform during the Subscription Term for Customer’s internal business purposes, including deploying artificial humans to interact with End Users in connection with Customer’s business. A Customer Affiliate may separately acquire access rights to the Platform pursuant to this Agreement by entering into an Order Form, and in each such case, all references in this Agreement to the Customer will be deemed to refer to the applicable Affiliate for purposes of that Order Form. Customer will be responsible for all acts, omissions, and obligations of Authorized Users in connection with its Subscription. Thrifty AI may update the content, functionality, and user interface of the Platform from time to time, provided such update will not materially decrease the functionality of the Platform during the applicable Subscription Term. Customer agrees that its use of the Platform under this Agreement is not contingent on the delivery of future features or functionality.
2.2 Restrictions. Customer shall not: (a) access or use the Platform in any manner not expressly granted in this Agreement; (b) reproduce, modify or create derivative works of the Platform, in whole or in part; (c) reverse engineer, disassemble, decompile, translate, decode, scrape, or otherwise attempt to derive or improperly access or download any component of the Platform (including through data or model scraping or the use of any crawler or other mechanism); (d) transfer, frame, mirror, sell, resell, rent, or lease any access or use of the Platform to any other third party; (e) access or use the Platform in any manner or for any purpose that infringes any third-party intellectual property or other proprietary right, or that violates any applicable law; (f) interfere with, or disrupt the integrity or performance of, the Platform; (g) access the Platform or Thrifty AI’s Confidential Information for benchmarking or competitive analysis or to develop, train, re-train, fine-tune, test, or improve a product or service that competes with the Platform; (h) allow Authorized User accounts to be shared or used by more than one individual; (i) use the Platform to engage in harmful, abusive, threatening, sexual, violent, fraudulent, or misleading content, or engage in otherwise illegal activities; (j) create an artificial human that replicates the face, likeness, or voice of any real individual without that individual’s authorization, or use the Platform to impersonate any person or to create deceptive or non-consensual depictions of any person; or (k) use the Platform in a manner that violates Thrifty AI’s Acceptable Use Policy, available at thriftyai.com/legal/acceptable-use. Thrifty AI reserves the right, in its reasonable discretion, to suspend or terminate Customer’s access to the Platform if it determines Customer to be in violation of the above.
2.3 Reservation of Rights. Subject to the limited rights expressly granted in this Agreement, Thrifty AI reserves and, as between the Parties, will solely own, the Thrifty AI IP and all rights, title, and interest in and to the Thrifty AI IP. No rights are granted to Customer under this Agreement other than as expressly set forth in this Agreement.
2.4 Third-Party Services. Certain features and functionalities within the Platform may allow Customer and its Authorized Users, at Customer’s option and discretion, to connect to, interface or interact with, access and/or use compatible third-party services, products, technology, and content including but not limited to video conferencing platforms that an artificial human may join, extensions, plug-ins, APIs or similar integrations, and artificial intelligence models developed, hosted, or operated by third parties (collectively, “Third-Party Services”). Any use by Customer of Third-Party Services is solely the responsibility of Customer and the applicable Third-Party Services provider and remains subject to any terms, conditions, or policies applicable to such Third-Party Services.
2.5 Service Levels & Support. During the Subscription Term, Thrifty AI will make the Platform available and provide Customer support in accordance with the service level and support terms specified in the applicable Order Form or otherwise made available by Thrifty AI to Customer in writing.
2.6 Access to Non-Production Versions of the Platform. Customer may be provided with access to beta, trial, proof of concept, or sandbox versions of the Platform or features within the Platform (collectively, the “Beta Features”). Customer acknowledges and understands that its use of Beta Features is not required and is at Customer’s own risk, and that Beta Features are made available on an “as is” basis without warranties of any kind, may be discontinued or modified at any time, and may be subject to other terms. Beta Features are not intended for production use, and any support and service level obligations under this Agreement do not apply to Customer’s use of Beta Features. Thrifty AI will have no liability for any harm or damage arising out of or in connection with Beta Features.
2.7 Platform Metadata. Customer acknowledges that Thrifty AI may aggregate and/or de-identify Platform Metadata and use such aggregated and/or de-identified data for any purpose, including to improve the Platform and understand how the Platform is being used. “Platform Metadata” means any data that is derived from Customer’s and/or its Authorized Users’ use of the Platform, including, without limitation, any usage data, trends, statistical data and performance information, analytics, or similar information regarding the operation of the Platform, excluding Customer Materials. Platform Metadata does not include, and Thrifty AI will not derive Platform Metadata from, the content of any Conversation Data or Likeness Materials.
2.8 Feedback. Customer grants to Thrifty AI a non-exclusive, worldwide, royalty-free right and license to use and exploit without restriction all feedback and suggestions provided by Customer and its Authorized Users regarding the Platform or any portion thereof (collectively, “Feedback”), including, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, suggested modifications, and user-desired features.
3.1 Fees. Customer will pay all undisputed amounts due under the applicable Order Form (“Fees”) within thirty (30) days of invoice date. If Customer disputes any part of an invoice in good faith, Customer will pay the undisputed part and provide Thrifty AI with notice and detail of the dispute by the invoice due date.
3.2 Payments. Payments due to Thrifty AI under this Agreement must be made in the currency specified in the applicable Order Form by wire transfer to an account designated by Thrifty AI or such other payment method mutually agreed by the Parties. All payments are non-refundable unless otherwise provided in this Agreement. Customer will reimburse Thrifty AI for all reasonable costs and expenses incurred in collecting any late payments. Thrifty AI reserves the right to suspend or downgrade Customer’s access to the Platform with notice in the event of Customer’s non-payment of past-due invoices. Customer is responsible for providing complete and accurate billing information to Thrifty AI, including the purchase order number at the time of purchase, if Customer requires one.
3.3 Taxes. Any Fees charged to Customer are exclusive of taxes. Customer is responsible for all sales, use, goods and services, value added, and excise taxes, and any other similar taxes, duties and charges imposed by any national, federal, state, or other governmental regulatory authority on any Fees, other than any taxes imposed on Thrifty AI’s income. If any withholding is required by law, Customer will pay Thrifty AI any additional amounts necessary to ensure that the net amount that Thrifty AI receives, after any such withholding, equals the amount Thrifty AI would have received if no withholding had been applied. Thrifty AI’s failure to charge appropriate tax due to incomplete or incorrect information provided by Customer will not relieve Customer of its obligations under this Section 3.3. If Customer is exempt from certain taxes, Customer will provide proof of such exemption to Thrifty AI without undue delay upon execution of the applicable Order Form.
3.4 Auto-renewal. Unless otherwise stated in the applicable Order Form, Customer agrees that its Subscription will automatically renew at the end of the then-current Subscription Term (the “Renewal Date”) for subsequent renewal periods equal to the original Subscription Term (each, a “Renewal Term”), at Thrifty AI’s then-current rates. Customer authorizes Thrifty AI to automatically charge Customer for the applicable Fees on or after each Renewal Date unless the Subscription has been terminated or canceled by either Party at least thirty (30) days prior to the applicable Renewal Date. If Customer chooses to cancel its Subscription during the Subscription Term, Customer may use the Platform until the end of Customer’s then-current Subscription Term provided Customer has paid Thrifty AI in accordance with Section 3, but without any right to a refund or credit for such remaining period of the Subscription Term.
4.1 Definition. “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential, proprietary, or that reasonably should be considered confidential or proprietary given the nature of the information and/or the circumstances of disclosure, whether in verbal, written, electronic or other form, including commercial and technical information and information concerning unique products, data, metadata, documents, technology, computer systems and databases, trade secrets, know-how, source code, and computer, data processing and communications architectures, model weights, parameters, systems, applications, programs and routines. Confidential Information specifically includes this Agreement along with any Order Form, the Platform, Customer Materials, and any business, technical, or financial materials, documentation, or subject matter. 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 that 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 using a reasonable standard of care and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement. If the Parties previously entered into a non-disclosure agreement, that agreement is superseded and replaced by the terms of this Section 4. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (a) to those employees, representatives, advisors, or contractors of the Receiving Party who have a need to know such Confidential Information to perform under this Agreement (“Representatives”) and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, 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 (if permitted by law) to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. The Receiving Party (i) shall procure that its Representatives with access to Confidential Information comply with this Section 4 as if they were parties to this Agreement in place of the Receiving Party, and (ii) is liable to the Disclosing Party for the failure of the Receiving Party’s Representatives to comply with this Section 4 to the same extent that the Receiving Party would have been had the Receiving Party failed to comply.
5.1 Ownership. As between Customer and Thrifty AI and to the extent permitted under applicable law, Customer (a) retains ownership of its Customer Materials and (b) owns Output. Thrifty AI assigns to Customer all right, title, and interest, if any, in and to Output. Output does not include, and nothing in this Section 5.1 assigns to Customer any rights in, the Thrifty AI IP, including any stock avatar, voice, or other Platform asset that appears in or is used to generate Output; Customer’s right to use such assets is limited to the rights granted in Section 2.1.
5.2 License. Notwithstanding anything in this Agreement to the contrary, Customer grants to Thrifty AI a non-exclusive, worldwide, royalty-free and fully paid-up right and license to host, store, backup, transmit, display, and process the Customer Materials solely to provide and support the Platform and otherwise perform its obligations under this Agreement. Thrifty AI will not use any Customer Materials, including Conversation Data and Likeness Materials, to train its models, and will not use Likeness Materials to create any artificial human for anyone other than Customer.
5.3 Output. Customer acknowledges that: (a) due to the nature of generative AI, Output may be similar to content generated for others; (b) Customer is solely responsible for all use of the Output, including evaluating the accuracy and appropriateness of the Output; (c) neither the Platform nor any Output is intended or designed to provide medical, financial, legal, or other professional advice or recommendations, or to make hiring, credit, admissions, or similar decisions with legal or similarly significant effects on individuals, without human intervention or involvement by a qualified and/or licensed professional; and (d) Customer shall not hide or misrepresent to its Authorized Users, End Users, or customers the fact that they are interacting with an artificial intelligence system, including an artificial human, rather than a human, or misrepresent to any third party that the Output is human-generated.
5.4 Security; Data Processing Agreement. Thrifty AI will implement and maintain reasonable administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Materials. The Thrifty AI Data Processing Agreement, available at thriftyai.com/legal/data-processing (the “DPA”), is incorporated by reference into this Agreement and governs how Thrifty AI will process and protect any Personal Data (as defined in the DPA) shared by Customer.
5.5 HIPAA. Customer agrees not to process any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) or any similar U.S. federal or state laws, rules or regulations (“Protected Health Information”) in the Platform or otherwise share such information with Thrifty AI until and unless Customer has entered into a business associate agreement (a “BAA”) with Thrifty AI governing the Parties’ respective obligations with respect to such data. Unless a BAA is in place, Thrifty AI will have no liability under this Agreement for Protected Health Information, notwithstanding anything to the contrary in this Agreement or in HIPAA or any similar federal or state laws, rules or regulations. Upon mutual execution of the BAA, the BAA is incorporated by reference into this Agreement and is subject to its terms.
5.6 Recordings, Biometric Data, and End User Notices. Customer acknowledges that, depending on the features Customer enables, the Platform may capture and process Conversation Data, including voice audio, camera video frames, facial imagery, and screen-share content, and may record conversations and generate transcripts, scores, and reports. As between the Parties, Customer is solely responsible for: (a) determining which such features to enable for each deployment; (b) providing all notices to, and obtaining all consents from, Authorized Users and End Users that are required under applicable law before any conversation is recorded or any voice, image, or facial data is captured, including under laws governing call and video recording, biometric identifiers or biometric information, and the privacy of children and students; (c) clearly disclosing to End Users that they are interacting with an artificial intelligence system; and (d) configuring retention periods for Conversation Data that comply with applicable law and Customer’s own policies. Customer shall not use the Platform to identify individuals through facial recognition or to infer an individual’s emotions, health, or other sensitive characteristics, except as expressly permitted by applicable law and described in the applicable Order Form.
5.7 Likeness and Voice Rights. Before submitting any Likeness Materials, Customer shall obtain and maintain, for the duration of its use of the resulting artificial human, a written authorization from each individual depicted (or, where that individual is a minor or otherwise lacks capacity, from a person legally authorized to act on that individual’s behalf) that permits the creation and use of an artificial human based on that individual’s face, likeness, or voice for the purposes for which Customer will use it. Customer will provide evidence of such authorization to Thrifty AI upon reasonable request. If any such authorization is withdrawn or expires, Customer will promptly cease using, and instruct Thrifty AI to delete, the affected artificial human and Likeness Materials.
6.1 Mutual. Each Party represents and warrants that it will comply with all laws, rules, and regulations applicable to the exercise of its rights and performance of its obligations under this Agreement.
6.2 By Thrifty AI. Thrifty AI represents and warrants that, during the applicable Subscription Term: (a) the Platform, when used in accordance with this Agreement, will materially conform with the Documentation; and (b) it has implemented appropriate technical measures to protect against the introduction of software viruses, worms, logic bombs, Trojan horses or other code, files, or scripts intended to do harm to the Platform. If any material non-conformity with the Documentation persists without relief more than thirty (30) days after Customer’s written notice of the non-conformity and if Thrifty AI is unable to correct the non-conformity in the Platform within thirty (30) days following receipt of such notice, then Customer may terminate the applicable Order Form and, as Customer’s exclusive remedy, receive a refund of any prepaid, unused fees applicable to the remaining portion of the Subscription Term measured from the effective date of termination. In addition, Thrifty AI represents and warrants that any Professional Services will be performed in a professional and workmanlike manner and in accordance with generally accepted industry standards and any specific requirements for the Services identified in the applicable Order Form. Customer will have thirty (30) days after delivery of the Professional Services to provide Thrifty AI with written notice of a breach of the foregoing warranty, in which event Thrifty AI’s entire liability (and Customer’s exclusive remedy) will be to correct any nonconforming elements of the Professional Services so that they conform to such warranty or, in the event that Thrifty AI is not able to make the nonconforming elements conforming to Customer’s reasonable satisfaction after good faith efforts, provide a refund of any Fees paid for the nonconforming elements of the Professional Services.
6.3 By Customer. Customer represents and warrants that (a) it has obtained and will continue to have, during the Term, all necessary rights, licenses, authorizations, and consents for the access to and use of the Customer Materials, including the authorizations required under Section 5.7 and the notices and consents required under Section 5.6; (b) the Customer Materials do not infringe or misappropriate any intellectual property rights, or violate any rights of publicity or privacy, of a third party; and (c) Thrifty AI’s use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement between Customer and any third party.
6.4 Disclaimer. EXCEPT AS OTHERWISE STATED IN SECTION 6.2, THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THRIFTY AI DISCLAIMS AND DOES NOT MAKE ANY ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ACCURACY, AVAILABILITY, COMPATIBILITY, OR NON-INFRINGEMENT NOR DOES THRIFTY AI MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY THIRD-PARTY SERVICES, THAT THE PLATFORM WILL BE ERROR-FREE, THAT ANY ARTIFICIAL HUMAN WILL CORRECTLY PERCEIVE, UNDERSTAND, OR RESPOND TO ANY SPEECH, IMAGE, OR SCREEN CONTENT, THAT ANY INTERVIEW, ASSESSMENT, OR ROLEPLAY SCORE WILL BE ACCURATE, OR THAT CUSTOMER’S USE OF THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS.
7.1 Thrifty AI Indemnification. Thrifty AI will defend Customer, its Affiliates, and its and their employees, directors, and officers (collectively, “Customer Indemnified Parties”) against any claim, suit, or proceeding brought by a third party (each, a “Claim”) alleging that Customer’s access to or use of the Platform in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights, and will indemnify and hold Customer Indemnified Parties harmless from and against any damages and costs awarded against Customer Indemnified Parties by a court of competent jurisdiction or agreed in a settlement by Thrifty AI (including reasonable attorneys’ fees) resulting from such Claims. Customer acknowledges that Thrifty AI may make any modifications to the Platform to mitigate, or otherwise respond to, any such Claim, including by suspending or terminating Customer’s access to or use of the Platform. This Section 7.1 states Customer’s sole remedy and Thrifty AI’s sole liability with respect to any intellectual property infringement or misappropriation Claim. Notwithstanding the above, Thrifty AI’s obligations under this Section 7.1 will not apply if the Claim arises from: (a) Customer’s breach of this Agreement, gross negligence, willful misconduct or fraud; (b) Customer Materials, including Likeness Materials; (c) any modification to any Output made by Customer or its Authorized Users where there would be no basis for the Claim but for the modification; (d) Customer’s failure to implement or use any work-arounds, modifications, or updates to the Platform that have been provided by Thrifty AI; (e) Customer’s use of the Platform in a manner that it knows, or should know, is likely to infringe or misappropriate any proprietary right of a third party; (f) Customer’s disabling, evasion, disruption or interference with any content filters or safety systems included in the Platform; or (g) Customer’s use of Third-Party Services.
7.2 Customer Indemnification. Customer will defend Thrifty AI, its Affiliates, and its and their employees, directors, and officers (collectively, “Thrifty AI Indemnified Parties”) against any Claim arising from (a) Customer’s gross negligence, willful misconduct, fraud, or use of the Platform in a manner that is not in accordance with this Agreement, (b) Customer Materials, or (c) Customer’s failure to provide any notice or obtain any consent or authorization required under Section 5.6 or Section 5.7. Customer will indemnify and hold Thrifty AI Indemnified Parties harmless from and against any damages and costs awarded against Thrifty AI Indemnified Parties by a court of competent jurisdiction or agreed in settlement by Customer resulting from such Claims. Notwithstanding the above, Customer’s obligations under this Section 7.2 will not apply if the Claim arises from Thrifty AI’s breach of this Agreement, gross negligence, willful misconduct or fraud.
7.3 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. The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible except that the Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written approval unless the settlement: (a) is for a monetary amount, (b) unconditionally releases the Indemnified Party from all liability without prejudice, (c) does not require any admission of wrongdoing by the Indemnified Party, and (d) does not place restrictions upon the Indemnified Party’s business, products or services, except that where Thrifty AI is the Indemnifying Party, then this clause (d) does not apply with respect to Customer’s access to or use of the Platform. 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. If the Indemnifying Party refuses or fails to fulfill its obligation of defense, the Indemnified Party may, on notice to the Indemnifying Party and at the Indemnifying Party’s expense, defend itself and the Indemnifying Party shall assist the Indemnified Party with the defense of any such Claim for which the Indemnified Party conducts the defense.
8.1 Exclusions. Neither Party will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, lost revenues, loss of goodwill, interruption of business or for any indirect, special, incidental, reliance, or consequential damages of any kind.
8.2 Total Liability. In no event will a Party’s total aggregate liability exceed the fees paid or payable by Customer to Thrifty AI in the twelve (12) month period preceding the event giving rise to the claim.
8.3 Uncapped Claims. Nothing in Section 8.1 or Section 8.2 shall be taken to limit or exclude liability for: (a) Customer’s payment obligations; (b) a breach of Section 2.2 (“Restrictions”); (c) a Party’s indemnification obligations in Section 7; (d) a Party’s infringement or misappropriation of the other Party’s intellectual property rights; or (e) a Party’s gross negligence, willful misconduct, or fraud.
9.1 Term. This Agreement commences on the Effective Date and will remain in effect until its expiration or termination in accordance with its terms (the “Term”). Any Order Form executed pursuant to this Agreement remains governed by this Agreement for its applicable Subscription Term, irrespective of any earlier termination or expiration of this Agreement. Termination or expiration of this Agreement does not automatically terminate an Order Form.
9.2 Termination. Either Party may terminate this Agreement and any Order Form: (a) if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or (b) with immediate effect if the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days.
9.3 Consequences of Expiration or Termination. Upon expiration or termination of this Agreement and any Order Form executed pursuant to this Agreement, the rights granted pursuant to Section 2.1 will terminate. No expiration or termination will relieve 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. Any terms that by their nature are intended to survive termination or expiration of this Agreement, including but not limited to confidentiality, indemnification, and limitation of liability, shall remain in effect until fulfilled.
9.4 Treatment of Customer Materials Following Expiration or Termination. Thrifty AI shall deactivate Customer’s access to the Platform, and any artificial humans deployed by or for Customer, following expiration or termination of Customer’s Subscription. Thrifty AI will make Customer Materials, including any retained recordings and transcripts, available to Customer for export upon written request for up to thirty (30) days following such expiration or termination, after which, and unless otherwise legally required, Thrifty AI will be entitled to delete all Customer Materials in its systems or under its control. Thrifty AI will securely destroy all Customer Materials, including Likeness Materials and Conversation Data, from the Platform upon Customer’s written request following expiration or termination of its Subscription within ninety (90) days of receipt of such request.
10.1 Publicity. Thrifty AI may include Customer’s name and logo in its online customer list and in print and electronic marketing materials subject to Thrifty AI complying with any written guidelines that Customer may provide. Thrifty AI will not publicly display any artificial human created from Customer’s Likeness Materials, or any Conversation Data, without Customer’s prior written consent.
10.2 Export Control. Each Party represents that it is not named on any U.S. government or other applicable government list of prohibited or restricted parties, nor is it owned or controlled by or acting on behalf of any such parties. Customer agrees that it will not access or use the Platform in any manner that would cause any Party to violate any U.S. or international embargoes, economic sanctions, or export controls laws or regulations.
10.3 Insurance. Thrifty AI will carry industry-standard insurance (e.g. General Commercial Liability, Errors and Omissions, Worker’s Compensation) appropriate for its provision of the Platform and Professional Services.
10.4 Purchases through a Reseller. If Customer has purchased access to the Platform or any services from a third-party authorized by Thrifty AI to resell Platform access (a “Reseller”), the following provisions of this Agreement will not apply and are superseded by the terms between Customer and that Reseller: Section 3 (Fees and Payment); Section 9.1 (Term), and any customer support obligations under this Agreement that such Reseller has agreed to assume.
10.5 Assignment. Neither Party may assign the Agreement, in whole or in part, without the prior written consent of the other. However, either Party may assign the Agreement to its affiliate or successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.
10.6 Severability; No Waiver. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions of this Agreement will remain in full force and effect. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.
10.7 Relationship of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the Parties, or confer any rights, benefits, remedies, obligations, or liabilities upon any third party. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Except as expressly set forth in this Agreement, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
10.8 Force Majeure. Neither Party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control.
10.9 Governing Law; Venue. Both Parties agree to the application of the laws of [Governing jurisdiction], without regard to conflict of law principles and the exclusive jurisdiction and venue of the courts located in [Venue]. The United Nations Convention on Contracts for the International Sale of Goods does not apply to transactions under the Agreement.
10.10 Notice. Thrifty AI may give general notices related to the Platform that apply to all customers by email or posting them through the Platform. Other notices under the Agreement must be in writing and sent to the business mailing or email address specified in writing by Customer, such as in the Order Form as applicable. Notices are deemed given when received. Notices to Thrifty AI must be sent by nationally recognized overnight courier or certified mail to Thrifty AI, [Registered address], Attn: Legal, or by email to legal@thriftyai.com.
10.11 Entire Agreement. This Agreement, including its exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. Notwithstanding any language to the contrary, no terms or conditions stated in a purchase order, vendor onboarding process and documentation, or web portal shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties. To the extent of any conflict or inconsistency between this Agreement and any attachment, exhibit, addendum, or Order Form, the terms of such attachment, exhibit, addendum, or Order Form shall prevail.
