Terms of Service

This Terms of Service, including the applicable Order Form(s) and the Service Terms attached as Exhibit A (collectively, the "Agreement"), is entered into by and between Minutes Mojo, Inc. ("Provider") and the customer identified in the applicable Order Form ("Client"), effective as of the Effective Date set forth therein.

By purchasing or using the Services, Client agrees to this Agreement, the Privacy Notice, and the Data Processing & Security Addendum, each of which is incorporated herein by reference.

Service Terms

1. Scope

These Service Terms apply to all Order Forms entered into between Provider and Client for the provision of the Services. In the event of a conflict between these Service Terms and an Order Form, the Order Form shall govern solely with respect to the conflicting term.

2. Services

Provider shall provide access to its proprietary Minutes Mojo software platform and related services as described in the applicable Order Form (the "Services"). Services are licensed on a per-seat subscription basis.

Services may include:

• (i) AI-enabled meeting minutes and documentation software (the "Provider Solution");
• (ii) managed training or onboarding services;
• (iii) written outputs such as minutes, resolutions, approvals, and recommendations ("Deliverables"); and
• (iv) related support services.

Client's employees, contractors, and Affiliates may use the Services, and Client remains responsible for their compliance. "Affiliate" means any entity controlling, controlled by, or under common control with a party.

3. Intellectual Property & Data Rights

3.1 Provider IP

Provider retains all right, title, and interest in the Provider Solution, Services, and all related intellectual property. Client receives only the limited rights expressly granted herein.

Client shall not reverse engineer, modify, copy, or create derivative works of the Provider Solution except as expressly permitted.

3.2 Client Data

Client retains all right, title, and interest in all data, content, recordings, transcripts, reports, and materials provided by Client or generated from Client inputs ("Client Data").

Provider may process Client Data solely to provide, support, secure, and improve the Services, and to comply with applicable U.S. law. Provider shall not sell Client Data or disclose it except as permitted under this Agreement or with Client's written consent.

Provider may use aggregated and de-identified data for internal analytics and service improvement.

3.3 Deliverables

Subject to full payment of fees, Provider assigns to Client all rights in Deliverables generated using Client Data. Provider retains all rights in the underlying Provider Solution and Provider Components.

4. Artificial Intelligence

Provider may use artificial intelligence or machine learning technologies ("AI Technologies") to deliver the Services.

Client acknowledges that AI-generated outputs ("AI Outputs") may be inaccurate or incomplete and are not a substitute for professional judgment. Client is solely responsible for reviewing and validating AI Outputs.

The Services are not designed or certified for regulated or high-risk uses. Client assumes all risk for any such use.

Provider shall not use Client Data to train generalized AI models made available to third parties except as expressly agreed in writing.

5. Confidentiality

Each party shall protect the other party's Confidential Information using reasonable care and shall not disclose such information except as permitted herein.

Client Data and Deliverables are Client Confidential Information.

6. Security

Provider will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Client Data against unauthorized access or disclosure, in accordance with applicable U.S. federal and state data protection laws, as further described in the Data Processing & Security Addendum.

Provider will notify Client without undue delay after becoming aware of a confirmed security incident involving Client Data.

7. Fees & Payment

Client shall pay all fees specified in the Order Form in accordance with its terms. Failure to pay may result in suspension or termination of Services.

8. Term & Termination

This Agreement remains in effect for the term stated in the Order Form unless earlier terminated for material breach with thirty (30) days' notice and opportunity to cure.

Access and Data Retrieval

Following termination or expiration, Client is solely responsible for retrieving all Deliverables and Client Data. Provider will make the Services available for retrieval for thirty (30) days, after which Provider may delete all Deliverables, work in progress, and Client Data, subject to limited backup retention.

Provider has no obligation to retain data after such period.

9. Warranties & Disclaimers

Except as expressly stated, the Services are provided "AS IS." Provider disclaims all other warranties to the maximum extent permitted by law.

10. Limitation of Liability

Except for breaches of confidentiality, fraud, or willful misconduct, neither party shall be liable for indirect, consequential, or punitive damages.

11. General

• Governing law: Massachusetts, USA.
• Disputes resolved by binding arbitration in Massachusetts.
• Entire Agreement; Severability; Survival apply.