Terms of Service

1. Freshlake Solution

1.1. Provisioning of the Freshlake Solution

Subject to account enrollment, available credits, technical availability, and the Customer's and its Authorized Users' compliance with this Agreement, Freshlake may make the Freshlake Solution available to the Customer and its Authorized Users during the Term. The Freshlake Solution includes hosted components, Freshlake Interfaces, limited downloadable client tools, and Solution Components for harnessed AI agents and agent-enabled knowledge work.

1. Freshlake may provide the Customer with access to hosted Services, platform features, agent harnesses, and applicable usage tiers through the Freshlake Interfaces.
2. Freshlake may provide access to limited downloadable client tools or helper modules in binary or other supported formats where applicable. The Customer may not copy downloadable tools or modules except for incidental copies technically necessary to install or run them as permitted by the Documentation.
3. Freshlake does not currently offer self-managed, self-deployed, on-premise, private cloud, customer-hosted, customer-managed, or other non-standard deployments of the Freshlake Solution under this Agreement. Any such deployment is outside the scope of this Agreement and requires separate written terms approved by Freshlake.
4. Freshlake grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Freshlake Interfaces solely to access and interact with the Freshlake Solution, subject to usage limits, technical restrictions, and permitted use cases described in this Agreement and the Documentation.

This Agreement governs the Customer's use of the Freshlake Solution and overrides any conflicting license terms presented through any embedded, click-through, or electronic agreements during download or installation.

1.2. Permitted Purpose

The Customer may access and use the Freshlake Solution solely for internal evaluation, pilot, design partner, alpha-preview, and other Freshlake-approved early access purposes in accordance with this Agreement and any applicable Documentation. The Customer may not use the Freshlake Solution for production, high-stakes, regulated, client-facing, or mission-critical use unless Freshlake expressly permits that use in writing or in the Documentation. Use by the Customer or its Authorized Users must comply with all usage restrictions, technical limitations, and acceptable use requirements imposed by Freshlake.

1.3. Suspension of Access; Scheduled Downtime

Freshlake may, in its sole discretion, with or without notice, and without limiting any other rights or remedies under this Agreement, at law or in equity, suspend, restrict, throttle, disable, or terminate the Customer's or any Authorized User's access to the Freshlake Solution in whole or in part, under any of the following circumstances:

1. if the Customer or any Authorized User violates any provision of this Agreement or any acceptable use policy;
2. to perform maintenance, upgrades, updates, migrations, or operational changes;
3. in response to a Force Majeure event or external system disruption;
4. to address actual or suspected security, privacy, safety, legal, abuse, or technical vulnerabilities or incidents;
5. to comply with a court order, subpoena, regulatory requirement, or any applicable law;
6. if the Customer's use of the Freshlake Solution presents a risk of harm to Freshlake, the Freshlake Solution, Freshlake's infrastructure, other customers, any third-party provider, or Freshlake's relationships with cloud providers, subprocessors, vendors, licensors, model providers, or tool providers;
7. if required to avoid breaching obligations under third-party terms binding on Freshlake;
8. for non-payment, insufficient credits, failed auto-reload, suspected fraud, suspected abuse, excessive usage, or attempts to circumvent metering, rate limits, pricing, or access controls; or
9. for any other reason Freshlake determines may create legal, reputational, commercial, technical, operational, security, privacy, or safety risk.

1.4. Modifications

Freshlake may, in its sole discretion and at any time, update, improve, remove, reconfigure, suspend, throttle, reset, deprecate, or discontinue any aspect of the Freshlake Solution or any Solution Component, with or without notice and without liability to the Customer. Freshlake has no obligation to continue supporting any Service, Solution Component, credit package, or deployment configuration.

1.5. Mandatory Updates

The Customer acknowledges and agrees that Freshlake may release patches, bug fixes, updates, or other modifications to the Freshlake Solution or any Solution Component. Continued access to or use of the Freshlake Solution may require the implementation or acceptance of such updates. For hosted Services, Freshlake may apply updates automatically without Customer intervention. For downloadable tools or modules, the Customer is required to implement updates within the period specified by Freshlake or, if no period is specified, promptly after the update is made available. Freshlake may disable or stop supporting older versions at any time. Freshlake will not be responsible for performance, security, compatibility, data loss, or service availability issues resulting from the Customer's failure to implement required updates.

1.6. Subcontracting

Freshlake may engage subcontractors, vendors, cloud providers, model providers, tool providers, infrastructure providers, and other third parties to assist in the provision, hosting, maintenance, security, operation, or support of the Freshlake Solution or any part thereof.

1.7. Third-Party Products and Services

The Freshlake Solution may incorporate or interoperate with open-source software components, frameworks, models, AI model providers, tools, connectors, applications, extensions, data sources, infrastructure, or other third-party products and services subject to their respective license terms, usage policies, privacy notices, and technical limitations. The Customer is responsible for complying with the terms of any applicable third-party products and services, including any policies applicable to AI model providers, cloud providers, tool providers, payment processors, or connected systems used by or on behalf of the Customer. If Freshlake permits the Customer to configure the Freshlake Solution to use Customer-controlled third-party accounts, API keys, model providers, tools, connectors, storage, or infrastructure, the Customer is solely responsible for any provider charges, quotas, account restrictions, retention settings, training settings, and provider-side data practices. Freshlake does not control and is not responsible for third-party products and services, and the Customer uses or connects such third-party products and services at its own risk. Freshlake disclaims all warranties and liability related to Open-Source Components and third-party products and services to the fullest extent permitted by law.

1.8. Monitoring of Usage

The Customer acknowledges and agrees that Freshlake may collect, monitor, review, retain, and analyze Usage Data and Alpha Learning Data related to the Customer's access to and use of the Freshlake Solution. Such monitoring may be conducted for system performance, support, optimization, security, abuse prevention, safety, debugging, verification, billing, compliance with this Agreement, product development, model training, model fine-tuning, agent evaluation, harness improvement, workflow improvement, or other Freshlake business purposes, in accordance with Freshlake's Privacy Policy.

1.9. Support and Enablement

Freshlake may provide technical support, onboarding, advisory, customer enablement, workflow configuration, agent-harness design, evaluation assistance, or other assistance at its discretion. Freshlake is not obligated to provide any support, response time, resolution time, service level, implementation outcome, deliverable, or continued availability of any assistance. Any paid support or enablement is non-cancellable and non-refundable once commenced unless Freshlake states otherwise in writing through an approved Freshlake platform or legal channel.

2. Restrictions on Use

2.1. General Restrictions on Use

The Customer shall not, and shall not permit any Authorized User or third party to, directly or indirectly:

1. sub-license, sell, resell, rent, lend, lease, distribute or otherwise transfer access to the Freshlake Solution or any part thereof, except as expressly authorized in this Agreement;
2. use or access the Freshlake Solution:
   1. in violation of applicable laws or regulations;
   2. in any way that threatens, disrupts, degrades, or circumvents the integrity, availability, performance, or security of the Freshlake Solution;
   3. in excess of usage limits, rate limits, reasonable request volumes, credit balances, or other technical restrictions; or
   4. for any purpose not expressly permitted by this Agreement.
3. upload, process, create, collect, transmit, store, use, or make available any Customer Data:
   1. that contains viruses, worms, malware, harmful code, or any other malicious software;
   2. the Customer does not have the lawful right to create, collect, transmit, store, use, process, or make available;
   3. that infringes, misappropriates, or violates the rights of any third party, including privacy, publicity, confidentiality, contractual, professional, court-order, and intellectual property rights; or
   4. that violates any third-party AI provider, tool provider, connector, cloud provider, or platform terms.
4. copy, reproduce, or create derivative works of any Freshlake Software, Freshlake Interfaces, Freshlake Technology, harness configurations, prompts, skills, tools, workflows, evaluations, or Documentation, except as expressly authorized;
5. modify, adapt, translate, enhance, or create derivative works or improvements of the Freshlake Solution, including source code, prompts, skills, tools, harnesses, models, Freshlake Interfaces, sandbox configurations, workflows, or evaluation methods;
6. reverse engineer, decompile, disassemble, decode, or attempt to extract the underlying algorithms, prompts, skills, tool configurations, model routing logic, subagent orchestration, sandbox implementation, architecture, source code, or other non-public implementation details of any Freshlake-provided Service, agent harness, model, Freshlake Software, or workflow;
7. remove, obscure, or alter any proprietary notices, trademarks, copyright, metadata, watermarks, provenance indicators, or branding from the Freshlake Solution;
8. access or use the Freshlake Solution to develop, benchmark, train, tune, evaluate, or improve any product, service, model, agent, harness, dataset, tool, workflow, or system that is competitive with Freshlake;
9. scrape, crawl, harvest, record, mine, or extract data, agent outputs, work artifacts, evaluation results, harness behavior, prompts, workflow behavior, or other outputs from the Freshlake platform, Freshlake Interfaces, or Services without prior written authorization;
10. perform vulnerability scanning, penetration testing, load testing, security testing, model extraction, prompt extraction, red-team testing, or other technical testing without prior written consent;
11. use the Services or any AI-generated output for impersonation, fraud, biometric surveillance, deceptive conduct, phishing, spam, harassment, unlawful surveillance, or to deliver or amplify misleading, harmful, or unlawful content;
12. use the Services in hazardous environments, critical infrastructure, weapons development, clinical decision-making, fully automated decisions that materially affect legal rights or access to essential services, or any use prohibited or treated as high-risk under applicable AI, privacy, safety, or sector-specific laws;
13. submit, process, or attempt to generate outputs containing regulated, restricted, or highly sensitive information, including protected health information, payment card data, government identifiers, biometric identifiers, export-controlled information, children's data, special categories of personal information, confidential client materials, privileged materials, or information subject to heightened legal, professional, contractual, or regulatory handling requirements, unless Freshlake Documentation expressly permits that category of data and the Customer has implemented all required legal and technical safeguards;
14. represent AI-generated output as human-generated, remove or obscure any required AI disclosures, watermarks, metadata, or provenance indicators, or use the Services in a way that deceives any person about whether they are interacting with an AI system;
15. bypass, disable, or interfere with any access control, usage restriction, credit metering, rate limit, token gating, pricing, fee, quota, or billing mechanism;
16. use the Services to develop, design, or facilitate biological, chemical, nuclear, radiological, or other weapons, or to conduct cyber abuse, unauthorized access, credential theft, malware activity, DDoS activity, or other harmful activity; or
17. otherwise use the Freshlake Solution in violation of this Agreement, any acceptable use policy, or Documentation.

2.2. Exclusions of Responsibility

The Customer acknowledges and agrees that Freshlake will not be responsible or liable for any issues, errors, losses, claims, or liabilities arising out of or relating to:

1. any modifications, tampering, or damage to the Freshlake Software or Services by the Customer or its Representatives;
2. any operation, configuration, or use of the Freshlake Solution not in accordance with this Agreement, the applicable Documentation, or Freshlake's written instructions, including any combination or integration with hardware, software, systems, data, providers, or services not expressly approved by Freshlake;
3. any misuse, abuse, negligence, unlawful conduct, or professional obligation violation by the Customer or third parties under its control;
4. the Customer's failure to promptly apply patches, bug fixes, or Maintenance Releases provided by Freshlake in accordance with Section 1.5;
5. errors, downtime, security incidents, data loss, provider-side retention, provider-side training, or charges arising from the Customer's own networks, infrastructure, devices, credentials, third-party accounts, connected systems, or provider configurations; or
6. any Open-Source Components, third-party services, pre-release features, beta features, evaluation-only tools, demo access, no-charge access, temporary access modules, or Freshlake Software provided without a corresponding license fee or production-level support.

2.3. Access Control and Account Management

In addition to the restrictions set forth above, the Customer's access to and use of the Freshlake Solution is subject to the following account management and access control obligations:

1. Account Provisioning. Access to the Freshlake Solution requires registration through Freshlake's platform, which may occur via token-based access, OAuth sign-in (e.g. GitHub, Google), and/or issuance of the Customer-specific administrator account (the "Administrator Account"). Where applicable, the Administrator Account may be used by the Customer to provision individual user accounts for its internal users (the "Customer User Accounts"). Each individual who accesses the Freshlake Solution under the Customer's account, whether directly registered or provisioned by the Administrator, is considered an "Authorized User" under this Agreement. The Customer acknowledges that it does not own any Freshlake account, username, workspace, access token, or platform identifier.
2. Customer Responsibility for Authorized Users. The Customer is solely responsible for managing its Authorized Users and ensuring their compliance with this Agreement. The Customer shall not allow any Authorized User to share login credentials or use another person's credentials to access the Freshlake Solution. The Customer will ensure that all Authorized Users access the Services solely through their assigned Customer User Account and are contractually or otherwise bound to comply with terms no less protective of Freshlake's rights than this Agreement.
3. Organization Administration. If an Authorized User accesses the Freshlake Solution using an email address, domain, identity provider, workspace, payment method, or invitation associated with the Customer, Freshlake may treat that access as occurring on behalf of the Customer. Administrator Accounts and other Customer-designated administrators may be able to view, manage, export, restrict, or delete Customer User Accounts, Customer Data, usage records, billing information, credits, connected systems, work artifacts, and other workspace activity associated with the Customer. Freshlake may transfer, merge, suspend, or reassign account administration where Freshlake determines that account access is associated with an organization.
4. Security and Notification Obligations. The Customer is responsible for maintaining the confidentiality of all access credentials issued under its account. The Customer must promptly notify Freshlake of any actual or suspected unauthorized use of any Customer User Account. Freshlake may suspend or deactivate any Customer User Account if it believes that unauthorized access has occurred, or is likely to occur, in connection with that account.
5. Liability for Access. The Customer remains fully responsible and liable for all access and use of the Freshlake Solution by any person or system using credentials, access tokens, keys, accounts, or access provisioned by or on behalf of the Customer, whether such use was authorized or in violation of this Agreement.

3. Ownership, Reservation of Rights and License Grants

3.1. Ownership of Customer Data; License to Freshlake

The Customer retains all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data. The Customer grants to Freshlake, its affiliates, and its subcontractors a nonexclusive, worldwide, royalty-free, transferable, sublicensable, and fully paid-up right to access, collect, use, process, store, disclose, transfer, transmit, copy, modify, display, create derivative works of, and otherwise exploit Customer Data to:

1. provide, operate, maintain, secure, troubleshoot, support, and improve the Services;
2. perform actions authorized by the Customer or its Authorized Users in connection with use of the Services;
3. investigate incidents, enforce this Agreement, prevent abuse, protect safety, comply with law, and protect Freshlake, users, and third parties; and
4. analyze, develop, train, fine-tune, evaluate, test, benchmark, improve, and commercialize Freshlake Technology; and
5. generate aggregated, de-identified, anonymized data sets, metrics, analytics or other statistical information that cannot reasonably be used to identify the Customer or any individual ("Aggregated Data").

3.2. Inputs and Outputs

As between the Parties, the Customer retains its rights in Inputs and owns any Outputs generated for the Customer, subject to Freshlake's ownership of the Freshlake Solution, Freshlake Technology, Freshlake-owned materials, third-party rights, and any limitations in this Agreement. Outputs exclude Freshlake Software, Freshlake Interfaces, system prompts, hidden reasoning, tool definitions, skills, harness configurations, templates, evaluation methods, model routing, generic techniques, know-how, Usage Data, Aggregated Data, and Freshlake-owned materials embedded in or used to generate Outputs. The Customer acknowledges that Outputs may not be unique, and the same or similar outputs may be generated for other customers or users.

3.3. Alpha-Preview Improvement and Model Training

The Customer acknowledges that alpha-preview access, free credits, promotional credits, trial access, discounted access, and other early access are provided in part so Freshlake can learn from use of the Freshlake Solution. Freshlake may use Alpha Learning Data to operate, secure, analyze, improve, develop, train, fine-tune, evaluate, test, benchmark, and commercialize Freshlake Technology. Freshlake may also use Aggregated Data and de-identified data for any lawful business purpose. Freshlake will not use Customer Data, Inputs, or Outputs to train third-party foundation models or general-purpose AI models for the third-party provider's independent benefit without the Customer's express consent, except where the Customer selects, connects, or enables a third-party provider or feature whose terms, settings, or policies permit such use.

3.4. Third-Party AI Providers

The Customer instructs and authorizes Freshlake, its affiliates, subprocessors, subcontractors, service providers, and third-party AI providers to process Customer Data, Inputs, Outputs, Personal Information, Usage Data, and related metadata as necessary to provide, operate, secure, support, bill, monitor, improve, and enforce the Services, subject to this Agreement and Freshlake's Privacy Policy. Third-party AI providers may process Inputs, Outputs, usage metadata, and related information for model processing, tool execution, safety monitoring, abuse prevention, billing, debugging, compliance, and other purposes governed by their applicable terms and policies. Freshlake is not responsible for third-party provider retention, training, moderation, security, availability, pricing, output behavior, or other provider-side practices.

3.5. Feedback

Any suggestions, enhancement requests, recommendations, corrections, ideas, comments, evaluation results, benchmark results, or other feedback provided by the Customer or its Authorized Users relating to the Services or any Freshlake product or service ("Feedback") will be owned by Freshlake. The Customer hereby irrevocably assigns to Freshlake all right, title, and interest, including all Intellectual Property Rights, in and to Feedback. To the extent any Feedback cannot be assigned, the Customer grants to Freshlake and its affiliates a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, and fully sublicensable license to use, reproduce, modify, incorporate, disclose, distribute, create derivative works from, commercialize, and otherwise exploit Feedback for any purpose. Feedback is not Customer Confidential Information, and Freshlake may use Feedback without attribution, restriction, approval, accounting, or compensation.

3.6. Reservation of Rights

All rights not expressly granted by Freshlake to the Customer under this Agreement are reserved by Freshlake and its licensors. No rights are granted by implication, estoppel, or otherwise.

3.7. Documentation License

Subject to the terms and conditions of this Agreement, Freshlake grants to the Customer a limited, revocable, non-exclusive, non-transferable, non-sub-licensable license during the Term to access and use the Documentation solely in connection with the Customer's authorized use of the Freshlake Solution for permitted purposes under this Agreement.

4. Privacy

The Customer acknowledges and agrees that Personal Information processed by Freshlake in connection with the Freshlake Solution will be handled in accordance with Freshlake's Privacy Policy available at https://freshlake.ai/privacy-policy (or any successor URL designated by Freshlake) as may be updated from time to time.

5. Fees and Payment

5.1. Fees

The Customer will pay to Freshlake all fees for access to and use of the Freshlake Solution as set forth on the Freshlake platform, pricing page, online payment interface, invoice, account dashboard, or other Freshlake-approved billing interface (collectively, "Fees"). All Fees are stated in the currency specified by Freshlake. Unless otherwise specified by Freshlake:

1. Fees are non-cancelable and non-refundable;
2. quantities, credit purchases, Subscription Plan benefits, account plan limits, usage limits, and credit allocations may not be decreased during the applicable billing period or credit validity period; and
3. if the Customer exceeds any applicable usage limits, credit allocations, Subscription Plan allowances, or service capacities, Freshlake may charge additional fees at its then-current rates, and the Customer agrees to pay such amounts in accordance with this Agreement.

5.2. Credits

Use of the Freshlake Solution may require the purchase and use of platform credits. Credits are deducted based on usage of the Freshlake Solution or other metered activity, as described in the Documentation, pricing interface, account dashboard, or other Freshlake-approved billing interface. Metered activity may include, without limitation, AI API token usage, third-party model or service fees, infrastructure and runtime costs, tool calls, connector usage, sandbox execution time, storage, bandwidth, retrieval, evaluation, orchestration, or other platform resources used by or on behalf of the Customer. Because the Freshlake Solution is in alpha-preview, credit balances, credit packages, metering methods, included usage, usage limits, and eligible Services may change over time, and Freshlake may impose or modify limits designed to protect the Freshlake Solution, manage costs, prevent abuse, collect learning signals, or support product development. If Freshlake permits the Customer to configure the Freshlake Solution to use Customer-controlled third-party accounts, API keys, model providers, tools, connectors, or infrastructure, the Customer remains responsible for any charges imposed by those third parties, even if Freshlake credits are also deducted for Freshlake-managed metered activity. Freshlake will charge for completed, initiated, attempted, failed, or cancelled Services based on the metered activity recorded by Freshlake, and credits will be automatically deducted from the Customer's account accordingly. The Customer may cancel active sessions through the Freshlake platform where supported, but Freshlake is not required to refund or reissue credits for any partially completed, initiated, attempted, failed, or cancelled jobs, agent runs, tool executions, or sessions, unless required by applicable law. Purchased credits are non-refundable, non-transferable, and have no cash value, except as required by applicable law. Free, promotional, trial, discounted, gifted, or bonus credits are provided at Freshlake's discretion, may be changed, revoked, reduced, restricted, or expired at any time, have no cash value, create no entitlement to continued access, and are provided in part so Freshlake may collect and use data and learning signals as described in this Agreement and Freshlake's Privacy Policy. Unused credits may expire if not used within the period specified in the pricing interface, account dashboard, Documentation, or other Freshlake-approved billing interface. Expired or forfeited credits will not be reissued or refunded. Credits may only be used toward eligible Freshlake services as defined by Freshlake.

5.3. Subscription Plans and Dynamic Usage Allowances

Freshlake may offer Subscription Plans that include access to eligible Services, Credits, usage allowances, priority access, features, or other benefits as determined by Freshlake. The content, features, duration, Fees, renewal period, cancellation method, and other benefits of a Subscription Plan will be described in the applicable pricing page, checkout flow, account dashboard, billing portal, or other Freshlake-approved billing interface, as may be updated by Freshlake from time to time. Unless Freshlake expressly states otherwise in writing through a Freshlake-approved billing interface, Subscription Plans do not guarantee any fixed number of agent runs, tokens, tool calls, Outputs, compute minutes, sandbox minutes, model requests, retrieval operations, workflow executions, or other units of usage. Actual usage available under a Subscription Plan may vary based on model selection, task complexity, tool usage, infrastructure cost, third-party provider availability, system capacity, abuse prevention, account behavior, feature availability, alpha-preview conditions, and other factors determined by Freshlake. Freshlake may modify, throttle, queue, restrict, suspend, reset, expire, or otherwise limit Subscription Plan usage, included usage, priority access, or plan benefits at any time, with or without notice, including to manage cost, capacity, abuse, safety, legal risk, alpha-preview learning, product development, or third-party provider requirements. Freshlake does not guarantee that any particular feature, model, tool, connector, priority level, usage allowance, or other Subscription Plan benefit will always be available through the Services.

5.4. Subscription Renewal and Cancellation

Subscription Plans automatically renew for successive billing periods unless cancelled before the renewal date, unless Freshlake states otherwise or applicable law requires otherwise. By purchasing, activating, or continuing a Subscription Plan, the Customer authorizes Freshlake and its payment processors to charge the applicable payment method on a recurring basis for the then-current Fees, taxes, and other charges associated with the Subscription Plan. The Customer is responsible for cancelling through the Freshlake platform or any other cancellation method made available by Freshlake before the renewal date to avoid charges for the next billing period. Cancellation will take effect at the end of the then-current billing period unless Freshlake states otherwise or applicable law requires otherwise, and access to the applicable Subscription Plan may continue through the end of the paid billing period unless Freshlake determines otherwise. Subscription Plan Fees are non-refundable and non-creditable except as required by applicable law or expressly stated by Freshlake. Freshlake may change Subscription Plan Fees, benefits, included usage, usage allowances, limits, renewal terms, cancellation methods, or billing periods for future billing periods by posting the change, making the change available through the Freshlake platform, or otherwise providing notice where required by applicable law. Unless Freshlake states otherwise or applicable law requires otherwise, changes to Subscription Plan Fees will not apply until the next renewal or future billing period.

5.5. Auto-Reload of Credits

If the Customer enables auto-reload functionality through the Freshlake platform, Freshlake or its authorized payment processor will automatically charge the designated payment method when available credits fall below a configured threshold. Charges will be based on the Customer's selected credit package and pricing plan. If credits are insufficient and auto-reload is disabled or fails, Freshlake may suspend, pause, throttle, or block the initiation or continuation of the Services, including agent runs, tool executions, sandbox sessions, retrieval, evaluations, or other metered activity, until additional credits are successfully applied to the account. The Customer may disable or update auto-reload settings at any time through the Freshlake interface and is responsible for maintaining valid payment credentials. All auto-reload credits are subject to the same non-refund policy as manually purchased credits.

5.6. Changes to the Fees

Freshlake may update or modify Fees, credit packages, Subscription Plans, included usage, usage limits, payment terms, billing methods, or pricing models at any time, and changes will apply to future purchases, renewals, usage, or metered activity after the change is posted or otherwise made available. Continued use of the Freshlake Solution after any Fee change becomes effective constitutes acceptance of the revised Fees.

5.7. Billing and Payment Processors

Freshlake may process payment at the time of purchase, through Subscription Plan renewal, auto-reload, invoice, or another Freshlake-approved billing method. Payment processing services may be provided by third-party providers such as Stripe and are subject to their applicable terms and conditions. Freshlake is not responsible for the performance, availability, security, or accuracy of such third-party payment services.

5.8. Disputed Charges

The Customer must notify Freshlake in writing of any questions or concerns regarding any transaction, invoice, credit deduction, or charge within thirty (30) days of the charge, invoice, or deduction date. The Customer must pay all undisputed amounts in accordance with this Agreement. Failure to provide timely notice will constitute a waiver of that claim.

5.9. Late Payment

The Customer may not withhold or set off any amounts due under this Agreement. Without limiting its other rights, Freshlake may suspend, restrict, or terminate the Customer's access to the Freshlake Solution if any Fees remain unpaid. Any late payment will be subject to interest at the rate of one and a half percent (1.5%) per month, compounded monthly (equivalent to 19.56% annually), or the maximum rate permitted by applicable law if lower. Freshlake may also recover reasonable costs of collection, including collection, legal fees and expenses.

5.10. Taxes

All Fees are exclusive of taxes. The Customer is responsible for all applicable sales, use, value-added, excise, and similar taxes, duties, tariffs, assessments, export and import fees or similar charges, including interest and penalties imposed thereon, imposed by any governmental authority on the transactions contemplated or in connection with this Agreement, excluding taxes based on the net income or profits of Freshlake.

5.11. Suspension for Non-payment

Any suspension of the Freshlake Solution or Services due to non-payment, insufficient credit balance, failed auto-reload, failed Subscription Plan renewal, disputed charges, suspected fraud, or payment processor failure will not relieve the Customer of its obligation to pay any outstanding Fees or make payments under this Agreement. Freshlake is not liable for any loss, service delay, data loss, output loss, artifact loss, or unavailability arising from such suspension.

6. Confidential Information

6.1. Definitions

For the purposes of this Agreement, a Party receiving Confidential Information is the "Recipient" and the Party disclosing such information is the "Discloser". "Confidential Information" means any and all non-public information disclosed by the Discloser to the Recipient in connection with this Agreement, including information concerning the Discloser's past, present or future customers, suppliers, products, services, technology, business plans, and operations. Freshlake Confidential Information includes non-public features, alpha-preview services, roadmaps, pricing, credits, Freshlake Technology, and other non-public Freshlake technology or business information. Customer Confidential Information includes Customer Data. Confidential Information does not include, except with respect to Personal Information:

1. information already known or independently developed by the Recipient without access to the Discloser's Confidential Information;
2. information that is or becomes publicly available through no wrongful act of the Recipient; or
3. information received lawfully by the Recipient from a third party not under an obligation of confidentiality.

6.2. Confidentiality Covenants

The Recipient agrees that during the Term and thereafter, it will not, except as necessary to exercise its rights or perform its obligations under this Agreement:

1. disclose the Discloser's Confidential Information to any third party, except:
   1. in the case of the Customer, to its personnel who have a need to know the information and are bound by written obligations of confidentiality no less protective than this Agreement, and to any other recipients approved by Freshlake in writing;
   2. in the case of Freshlake, to its personnel, consultants, agents, affiliates, subcontractors, vendors, professional advisors, or service providers who have a need to know and are subject to confidentiality obligations;
2. use the Discloser's Confidential Information for any purpose other than as permitted under this Agreement; or
3. alter or remove any proprietary legends from Confidential Information.

6.3. Safeguarding Obligations

Each Party will take reasonable precautions to safeguard the other Party's Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.

6.4. Exceptions to Confidentiality

Notwithstanding Section 6.2, the Recipient may disclose the Discloser's Confidential Information:

1. if required by applicable law or by the order of a court or similar judicial or administrative body, provided that, the Recipient gives prompt written notice to the Discloser unless legally prohibited; or
2. to its legal, financial, accounting, tax, or professional advisors who are bound by confidentiality and require access in connection with the Recipient's business.

6.5. Return of Confidential Information

Upon the expiration or termination of this Agreement or closure of a Customer account on the Freshlake platform, each Party shall, within a reasonable time, return or securely destroy all Confidential Information of the other Party in its possession or control, in accordance with its standard data destruction practices and applicable legal or regulatory requirements. Notwithstanding the foregoing, Freshlake may retain copies of the Customer's Confidential Information:

1. in automated backups or archival systems, provided that such information remains subject to the confidentiality obligations in this Agreement;
2. to the extent necessary to comply with applicable laws, legal obligations, safety obligations, accounting obligations, or enforce its rights under this Agreement; or
3. where deletion is not technically feasible using commercially standard systems. For clarity, deletion of Customer Data is governed by Section 10.4.

7. Warranty and Disclaimer

7.1. Customer Warranty

The Customer represents, warrants and covenants to Freshlake that, for all Customer Data submitted to or made available through the Freshlake Solution, the Customer has provided all required notices and disclosures, obtained all necessary consents and permissions, and otherwise has all legal authority, in each case as required under applicable laws, confidentiality obligations, contractual obligations, professional obligations, court orders, and third-party provider terms, to enable Freshlake and its subcontractors to lawfully provide the Services. This includes, without limitation, Freshlake's collection, storage, access, use, disclosure, processing, and transmission of Customer Data and Personal Information on behalf of the Customer, including to or from applicable third parties.

7.2. General Disclaimer

THE FRESHLAKE SOLUTION IS CURRENTLY IN ALPHA-PREVIEW AND IS PROVIDED FOR EVALUATION, DESIGN PARTNER, PILOT, AND EARLY CUSTOMER USE. THE SERVICES, OUTPUTS, WORK PRODUCT, ARTIFACTS, RECOMMENDATIONS, ANALYSES, AUTOMATIONS, MATERIALS, AND ALL CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. USE OF THE SERVICES IS AT THE CUSTOMER'S OWN RISK. FRESHLAKE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, SECURE, CURRENT, AVAILABLE, COMPLETE, ACCURATE, RELIABLE, COMPLIANT, OR THAT ALL DEFECTS CAN OR WILL BE CORRECTED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FRESHLAKE DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

7.3. Output Disclaimer

WITHOUT LIMITING THE FOREGOING, FRESHLAKE MAKES NO REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA, OUTPUT, WORK PRODUCT, RECOMMENDATION, ANALYSIS, ARTIFACT, AUTOMATION, OR INFORMATION PROVIDED THROUGH THE SERVICES IS ACCURATE, RELIABLE, COMPLETE, CURRENT, COMPLIANT, NON-INFRINGING, UNIQUE, SECURE, OR FIT FOR ANY PARTICULAR PURPOSE, OR THAT SUCH DATA, OUTPUT, WORK PRODUCT, RECOMMENDATION, ANALYSIS, ARTIFACT, AUTOMATION, OR INFORMATION SHOULD BE RELIED UPON BY THE CUSTOMER OR ANY THIRD PARTY WITHOUT INDEPENDENT REVIEW. OUTPUTS MAY REFLECT LIMITATIONS OF THE UNDERLYING MODELS, TOOLS, CONNECTORS, CUSTOMER DATA, THIRD-PARTY SERVICES, OR MODEL CUTOFFS, AND MAY NOT REFLECT EVENTS OR CHANGES OCCURRING AFTER THE RELEVANT DATA OR MODEL CUTOFF.

7.4. Professional Responsibility

THE SERVICES DO NOT PROVIDE LEGAL, FINANCIAL, TAX, ACCOUNTING, REGULATORY, COMPLIANCE, MEDICAL, OR OTHER PROFESSIONAL ADVICE, DO NOT CREATE A PROFESSIONAL-CLIENT RELATIONSHIP, AND ARE NOT A SUBSTITUTE FOR REVIEW BY QUALIFIED PROFESSIONALS. THE CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND EXERCISING PROFESSIONAL JUDGMENT BEFORE RELYING ON OUTPUTS OR USING THEM IN CLIENT WORK, FILINGS, TRANSACTIONS, NEGOTIATIONS, DECISIONS, OR ADVICE.

7.5. Security Disclaimer

Freshlake may implement measures designed to help secure the Services and Customer Data, but Freshlake cannot guarantee that unauthorized third parties will never defeat those measures or that Customer Data, Outputs, artifacts, accounts, or connected systems will never be accessed, disclosed, altered, lost, or destroyed. The Customer provides Customer Data and connects third-party systems at its own risk.

8. Customer Indemnity

8.1. No Freshlake Indemnity

Freshlake does not provide any defense, indemnity, or hold-harmless obligation under this Agreement. THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND EXCLUSIVE CUSTOMER RESPONSIBILITIES IN THIS AGREEMENT ARE AN ESSENTIAL BASIS OF THE BARGAIN.

8.2. Customer Indemnity

The Customer will defend, indemnify and hold harmless Freshlake, its affiliates, and their respective officers, directors, employees, agents, suppliers, licensors, subcontractors, subprocessors, and service providers (each, a "Freshlake Indemnitee") from and against any and all Losses arising from any third party claim that relates to: (i) Customer Data, Inputs, Outputs, or any claim that the submission, use, storage, processing, or disclosure of such data infringes any Intellectual Property Rights or violates applicable law, confidentiality obligations, professional obligations, contractual obligations, court orders, provider terms, or third-party rights; (ii) the Customer's breach of any obligation, representation, warranty or covenant under this Agreement; (iii) any unauthorized use of the Services by the Customer, its Authorized Users, or any person or system using Customer credentials, keys, tokens, accounts, or connected systems; (iv) use of the Services by the Customer or its Authorized Users in combination with third-party software, data, systems, applications, providers, or services; (v) the Customer's violation of applicable law or third-party terms; or (vi) the Customer's negligence, willful misconduct, fraud, or misuse of the Services. The Customer will not settle any such claim without the prior written consent of Freshlake and will cooperate fully in Freshlake's defense of the claim.

8.3. Indemnification Procedure

Freshlake must promptly notify the Customer in writing of any claim for which indemnification is being sought, except that failure to provide prompt notice will not relieve the Customer of its indemnity obligations except to the extent the Customer is materially prejudiced by such failure. Freshlake may, at its option, control the defense, settlement, or compromise of any claim subject to indemnification. The Customer may not settle any claim without Freshlake's prior written consent. Freshlake may participate in any defense with counsel of its own choosing at the Customer's expense where Freshlake reasonably determines that separate counsel is appropriate.

9. Limitation of Liabilities

The Parties acknowledge that the following limitations reflect fair allocation of risk and form an essential basis of the bargain between them. These limitations will survive and continue in full force and effect despite any failure of essential purpose, consideration or of an exclusive remedy:

9.1. Limitation on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FRESHLAKE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE FRESHLAKE SOLUTION, OR THE SERVICES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER TO FRESHLAKE IN THE 12 MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. FOR CLARITY, THIS LIMITATION APPLIES TO CLAIMS ARISING FROM USE OF THE SERVICES, INCLUDING ANY CREDIT-BASED OR OTHER METERED TRANSACTIONS, WHETHER PREPAID OR AUTO-RELOADED. FOR NO-CHARGE, DEMO, EVALUATION, TRIAL, BETA, OR ALPHA-PREVIEW ACCESS FOR WHICH NO FEES WERE PAID, FRESHLAKE WILL HAVE NO LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW. MULTIPLE CLAIMS SHALL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL FRESHLAKE'S THIRD-PARTY SUPPLIERS, LICENSORS, SUBCONTRACTORS, SUBPROCESSORS, MODEL PROVIDERS, TOOL PROVIDERS, OR PAYMENT PROCESSORS HAVE LIABILITY UNDER THIS AGREEMENT.

9.2. Exclusions

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, FRESHLAKE SHALL NOT BE LIABLE FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOSS OF PROFITS, REVENUE, DATA, OUTPUTS, ARTIFACTS, FILES, GOODWILL OR ANTICIPATED SAVINGS; (III) BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (IV) PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE; (V) UNAUTHORIZED ACCESS, HACKING, TAMPERING, OR THIRD-PARTY PROVIDER CONDUCT; OR (VI) CUSTOMER DATA, CUSTOMER SYSTEMS, CONNECTED SYSTEMS, THIRD-PARTY ACCOUNTS, OR THIRD-PARTY SERVICES, IN EACH CASE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES.

10. Term and Termination

10.1. Term

This Agreement will commence on the Effective Date and will remain in effect for so long as the Customer continues to access or use the Freshlake Solution, has an active account, has available credits, has an active Subscription Plan, or has any outstanding payment, confidentiality, indemnity, or other surviving obligation, unless terminated in accordance with this Section 10.

10.2. Suspension and Termination by Freshlake

Freshlake may suspend, restrict, throttle, disable, delete, reclaim, or terminate access to the Services, any account, any workspace, any username, any token, any credits, any connected system, any Customer Data, any Outputs, any artifacts, or any portion of the Freshlake Solution at any time, in its sole discretion, with or without notice, without cause or for any reason, and without liability, including if: (i) the Customer or any Authorized User violates this Agreement or applicable law; (ii) Freshlake determines that use poses a legal, reputational, commercial, safety, privacy, security, abuse, technical, provider, or operational risk; (iii) Freshlake ceases to offer the Services or any feature; (iv) such action is required by applicable law or government authority; (v) credits are insufficient; (vi) payment fails; (vii) the Customer's use is inconsistent with alpha-preview, evaluation, design partner, pilot, or early customer purposes; (viii) an account is inactive; or (ix) Freshlake determines that suspension, restriction, deletion, reclamation, or termination would help protect or improve the Freshlake Solution, Freshlake's business, or other users.

10.3. Termination by Customer

The Customer may stop using the Freshlake Solution at any time, but the Customer is solely responsible for exporting any Customer Data or Outputs before doing so using then-available functionality. Termination by the Customer will not entitle the Customer to any refund of prepaid Fees, unused Fees, unused credits, partially used credits, credit packages, Subscription Plans, account plans, billing periods, or other amounts paid, and will not relieve the Customer of any amounts incurred before termination. Any licenses, assignments, waivers, payment obligations, indemnity obligations, limitations of liability, disclaimers, confidentiality obligations, and Freshlake rights that arose before termination will survive termination.

10.4. Effect of Termination

1. Upon expiration or termination of this Agreement, any account, credit package, Subscription Plan, account plan, billing period, or access to the Freshlake Solution, the Customer will:
   1. immediately cease and ensure that all Authorized Users immediately cease accessing or using the Freshlake Solution;
   2. permanently delete from all devices and systems the Customer controls any Freshlake Software, Documentation and Confidential Information;
   3. return to Freshlake any Freshlake-owned materials in its possession; and
   4. certify in writing, upon Freshlake's request, that the above actions have been completed.
2. Freshlake may, where technically feasible and legally permitted, make Customer Data available for electronic retrieval through then-available export functionality or another method selected by Freshlake. Freshlake has no obligation to maintain, store, export, recover, or return Customer Data, Outputs, work artifacts, connected-system data, logs, transcripts, or sandbox files before or after expiration, suspension, account closure, feature discontinuation, or termination. Freshlake may delete, overwrite, aggregate, anonymize, de-identify, retain, or render inaccessible any Customer Data after termination, account closure, feature discontinuation, workspace deletion, or expiration of applicable retention periods. Termination will not limit Freshlake's rights to use Feedback, Usage Data, Alpha Learning Data, Aggregated Data, de-identified data, or other information that Freshlake is permitted to use under this Agreement. If applicable law prevents deletion, Freshlake will retain the Customer Data in accordance with applicable law and will maintain its confidentiality as required by this Agreement.
3. No expiration or termination will affect the Customer's obligation to pay any Fees incurred before the effective date of termination, nor entitle the Customer to any refund of prepaid or unused Fees or credits. All unpaid amounts owed to Freshlake shall become immediately due and payable upon termination.
4. Survival. The following Sections, together with any provision of this Agreement which expressly or by its nature should survive termination or expiration, will survive expiration or termination: Section 3 (Ownership; Reservation of Rights), Section 4 (Privacy), Section 5 (Fees and Payment), Section 6 (Confidential Information), Section 7 (Warranty and Disclaimer), Section 8 (Customer Indemnity), Section 9 (Limitation of Liabilities), Section 10.4 (Effect of Termination), and Section 12 (General Provisions).

11. Support Services

11.1. Support Services

Freshlake may provide technical support during Freshlake's business hours via email at support@freshlake.ai or as otherwise provided in the Documentation (the "Support Services"). Support Services are provided at Freshlake's discretion and are not subject to any guaranteed response time, resolution time, service level, availability commitment, or support commitment. Freshlake may update or amend the scope, availability or terms of the Support Services from time to time in its sole discretion, including to reflect changes in the Customer's plan, Service tier, Documentation, credit status, or account status.

11.2. Maintenance Releases

During the Term, Freshlake may provide Maintenance Releases (including updated Documentation) that Freshlake, in its sole discretion, makes generally available to similarly situated customers. All Maintenance Releases will be deemed part of the Freshlake Solution and subject to terms of this Agreement. For any downloadable Freshlake tools or modules, the Customer is responsible for installing all Maintenance Releases as soon as practicable after receipt. The Customer acknowledges that failure to install required updates may impact functionality, security, or support eligibility. The Customer is not entitled to any new versions, modules, upgrades, features, credits, support, or services that Freshlake makes available separately. For purposes of this Agreement, "Maintenance Release" means any update, upgrade, release, patch or other adaptation or modification of the Freshlake Solution, including any updated Documentation, that Freshlake may provide during the Term.

12. General Provisions

12.1. Notices

All notices required or permitted under this Agreement must be in writing and will be deemed given:

1. when delivered in person;
2. when sent by email to the designated inbox and labelled for the "Legal Department";
3. one (1) business day after being sent by overnight courier; or
4. five (5) business days after being mailed by first class mail, postage prepaid to the official contact designated by the Party to whom a notice is being given.

Notices must be sent:

1. if to Freshlake, to Freshlake AI Inc., Attn: Legal Department, at legal@freshlake.ai, and to any mailing address Freshlake designates in an invoice, account interface, or on the Website. Freshlake may change its contact information by posting the new contact information on the Website or by giving notice thereof to the Customer; and
2. if to Customer, to the current mailing or email address that Freshlake has on file with respect to the Customer. Freshlake may also provide notices to the Customer via the Freshlake platform interface or the customer account dashboard, which shall be deemed delivered when posted. The Customer is solely responsible for keeping the Customer's contact information on file with Freshlake current at all times during the Term.

12.2. Assignment

The Customer may not assign or transfer this Agreement in whole or part, without Freshlake's prior written consent. Any attempted assignment in violation of this Section will be null and void. Freshlake may assign or transfer this Agreement in whole or part, without the Customer's consent, including to an affiliate or in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its assets. This Agreement will bind and benefit the Parties and their respective permitted successors and assigns.

12.3. Governing Law and Attornment; Individual Claims

This Agreement and any dispute, claim, or cause of action (each, an "Action") arising out of or relating to it will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. Any Action shall be brought exclusively in the courts located in Toronto, Ontario, Canada. Each Party irrevocably submits and attorns to the personal jurisdiction and venue of such courts. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Nothing in this Section prevents Freshlake from seeking injunctive or equitable relief in any jurisdiction as necessary to protect its Intellectual Property Rights, Confidential Information, security, systems, or users. To the maximum extent permitted by applicable law, all Actions must be brought only in an individual capacity and not as a plaintiff or class member in any class, collective, consolidated, private attorney general, representative, or similar proceeding. To the maximum extent permitted by applicable law, each Party waives any right to a jury trial.

12.4. Export Compliance

The Customer will comply with all applicable export control, sanctions, and trade compliance laws and regulations in connection with its access to or use of the Freshlake Solution. This includes, but is not limited to, the export laws and regulations of Canada, the United States (including the Export Administration Regulations, or "EAR") and any other applicable jurisdictions. Freshlake makes no representation or warranty that the Freshlake Solution, or any part thereof, may be lawfully exported, re-exported, or transferred without the Customer first obtaining any necessary licenses or government approvals under applicable law, or that any such license or approval has been, will be, or can be obtained. The Customer shall not itself, or permit any other person to, export, re-export, or release any Controlled Technology, directly or indirectly, to any country, jurisdiction, or person if such action

1. is prohibited by applicable export laws, sanctions, or trade restrictions, or
2. requires prior governmental authorization, unless such authorization has been duly obtained.

"Controlled Technology" means any software, documentation, technology, or other technical data (or any products that incorporate or use such items) that is subject to export restrictions under applicable law, including but not limited to EAR or Canada's Export Control List.

12.5. Construction

Except as otherwise provided in this Agreement, the Parties' rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms "consent" or "discretion" mean the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.

12.6. Force Majeure

Neither Party will be liable for any failures or delay in performance under this Agreement, except for payment obligations, to the extent caused by any event or circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, acts of government, war, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, Internet or hosting service failures or disruptions, or unavailability, price changes, policy changes, or modification of third-party telecommunications, infrastructure, websites, models, providers, tools, or services ("Force Majeure"). For clarity, a Force Majeure event will not excuse the Customer's obligation to pay Fees or to comply with indemnification obligations under this Agreement.

12.7. Severability

Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.

12.8. Waiver

A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

12.9. Independent Contractors

Freshlake's relationship to the Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.

12.10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.

12.11. Amendments

Freshlake may amend this Agreement, in whole or in part, by providing notice to the Customer, posting the amended terms on the Freshlake website, updating the "Last updated" date, or making amended terms available through the Freshlake platform. Unless otherwise indicated, any such amendment will become effective as of the date the notice is delivered, posted, or made available, whichever is earliest. If the Customer does not agree to the amended terms, Customer must immediately cease all use of the Freshlake Solution. Continued use of the Freshlake Solution following such notice constitutes acceptance of the amendment.

12.12. Publicity and Press Releases

Freshlake may publicly identify the Customer as a user of the Freshlake Solution and may use the Customer's name and logo in Freshlake's website, investor materials, presentations, and marketing collateral, provided such use is in accordance with any brand guidelines provided by the Customer. Freshlake may also reference the general nature of the relationship in conversations with investors, analysts, media, and prospective customers. Freshlake will stop using the Customer's name and logo in new promotional materials after the Customer sends an opt-out notice to legal@freshlake.ai, but Freshlake is not required to remove prior uses already published, distributed, or incorporated into existing materials.

12.13. Beta Features

Freshlake may from time to time make Solution Components available on a preview, beta, pilot, limited release, evaluation, demo, or non-General Availability ("non-GA") basis ("Beta Features"). Beta Features are provided for evaluation purposes only, are provided "as is," may contain bugs, errors, or omissions, may be modified or discontinued at any time, and are not covered by any Freshlake support obligations, warranties, indemnities, service levels, service commitments, data retention commitments, security commitments, or availability commitments. The Customer must not submit confidential, privileged, regulated, proprietary, client, personal, or otherwise sensitive materials to demo, evaluation, no-charge, or Beta Features unless Freshlake Documentation expressly permits that category of data. All non-public Beta Features, alpha-preview features, performance information, screenshots, demonstrations, evaluation results, benchmarks, limitations, prompts, workflows, and related communications are Freshlake Confidential Information unless Freshlake makes them public. Freshlake makes no commitments regarding future availability of Beta Features in production versions of the Freshlake Solution, and discontinuing Beta Features may affect access to configurations, artifacts, Customer Data, Outputs, logs, transcripts, or work product associated with those Beta Features.

12.14. English Language

It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C'est la volonté expresse des Parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

13. Definitions

As used in this Agreement, the following capitalized words have the meaning set out below:

1. "Aggregated Data" means data or information derived from the Customer's use of the Freshlake Solution that has been de-identified, anonymized, and combined with other data such that it no longer identifies the Customer or any individual.
2. "Alpha Learning Data" means Customer Data, Usage Data, Feedback, evaluation results, telemetry, error reports, logs, transcripts, tool traces, sandbox activity, artifacts, and related operational, safety, support, billing, debugging, verification, performance, and evaluation information collected or generated through use of the Freshlake Solution.
3. "Authorized User" means an individual who is authorized by the Customer to access and use the Freshlake Solution on the Customer's behalf, and for whom the Customer has provided access credentials. This may include employees, contractors, or other designated personnel acting under the Customer's control.
4. "Credits" means prepaid Freshlake-metered value purchased by the Customer and redeemable for access to eligible Services on a pay-as-you-go or prepaid basis. Credits may be deducted based on AI API token usage, third-party model or service fees, infrastructure and runtime costs, tool calls, connector usage, sandbox execution time, storage, bandwidth, retrieval, evaluation, orchestration, or other metered activity associated with the Freshlake Solution.
5. "Customer Data" means Inputs and Outputs, together with any other data, information, content, records, and files that the Customer or any Authorized User submits to, loads into, transmits to, generates through, or makes available to the Freshlake Solution, including Personal Information, but excluding Aggregated Data, Freshlake Technology, Freshlake Software, Documentation, Services, and other Freshlake property.
6. "Direct Competitor" for the purpose of this Agreement is any Person developing or implementing software solutions, methods or techniques for AI agent orchestration, agent harnessing, AI-enabled knowledge-work automation, tool-using agents, subagent coordination, sandboxed agent execution, agent evaluation, agent workflow automation, or related agent performance optimization.
7. "Documentation" means the technical, usage, support, pricing, billing, and policy documentation made available by Freshlake from time to time in connection with the Freshlake Solution, including materials shared via the Freshlake website, platform interface, customer channels, or at https://docs.freshlake.ai.
8. "Freshlake Interfaces" means the access, control, automation, integration, and communication surfaces made available by Freshlake for use with the Freshlake Solution, including the Freshlake website, web application, platform interfaces, dashboards, account interfaces, authentication flows, APIs, MCP, ACP, A2A, CLI, connector interfaces, downloadable access tools, webhooks, integrations, and related interface endpoints.
9. "Freshlake Software" means Freshlake's hosted software and any limited downloadable client tools or helper modules used for AI agent orchestration, agent harnessing, tool use, sandbox execution, workflow automation, retrieval, evaluation, reporting, or other knowledge-work automation.
10. "Freshlake Solution" means: (i) the Freshlake Interfaces; (ii) the Freshlake Software; and (iii) the Freshlake web-based platform and user interface, including Solution Components. For clarity, the Freshlake Solution includes browser-based, hosted, and limited downloadable client components, which may be accessed via hosted infrastructure or the Freshlake Interfaces, as applicable. Self-managed, self-deployed, on-premise, private cloud, customer-hosted, customer-managed, or other non-standard deployments are not included in the Freshlake Solution under this Agreement.
11. "Freshlake Technology" means Freshlake's products, models, agents, harnesses, prompts, skills, tools, workflows, evaluations, classifiers, safety systems, orchestration systems, model routing, sandbox designs, software, interfaces, configurations, methods, know-how, and related technology, excluding Customer Data and Licensed Third Party Technology.
12. "Input" or "Inputs" means any prompt, instruction, file, connected data, tool result, sandbox file, configuration, workflow context, or other data, content, record, material, or information submitted to, loaded into, transmitted to, or made available through the Freshlake Solution by or on behalf of the Customer or an Authorized User.
13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
14. "Licensed Third Party Technology" means third-party technology that is licensed under separate license terms and not under this Agreement, including Open-Source Components.
15. "Loss" or "Losses" means any and all losses, damages, claims, Actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
16. "Maintenance Release" has the meaning given in Section 11.2.
17. "Open-Source Components" means any software component that is subject to any open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser Public License, or other obligation, restriction, or license agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.
18. "Output" or "Outputs" means any work product, artifact, recommendation, report, code, summary, analysis, or other output generated by or returned through the Freshlake Solution for the Customer or an Authorized User.
19. "Person" means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, governmental authority, unincorporated organization, trust, association or other entity.
20. "Personal Information" means information about an identifiable individual or information that can reasonably be used to identify an individual, including such information contained in Customer Data, account records, Usage Data, or other information processed by Freshlake in connection with the Freshlake Solution.
21. "Privacy Policy" means Freshlake's privacy policy located at https://freshlake.ai/privacy-policy, as may be updated from time to time.
22. "Services" means the Freshlake Solution and any support, enablement, onboarding, advisory, configuration, evaluation, or other assistance Freshlake makes available, collectively, and any part thereof.
23. "Solution Components" means any feature, module, interface, API, connector, agent harness, tool, skill, prompt, model option, routing configuration, subagent, sandbox, workflow, evaluation, report, deployment, logging, metering rule, usage limit, pricing configuration, credit package, or other component made available as part of or for use with the Freshlake Solution.
24. "Subscription Plan" means any recurring access plan, subscription, membership, package, or account plan made available by Freshlake that may include access to eligible Services, Credits, usage allowances, priority access, features, or other benefits as determined by Freshlake.
25. "Term" means the duration of this Agreement as described in Section 10, including any period during which the Customer accesses or uses the Freshlake Solution, maintains an account, maintains credits, maintains an active Subscription Plan, or has outstanding obligations under this Agreement.
26. "Usage Data" means data and metadata relating to access to or use of the Freshlake Solution, including logs, telemetry, usage patterns, performance data, credit usage, billing usage, session metadata, Freshlake Interface usage, tool calls, connector activity, sandbox activity, error reports, evaluation results, and system usage.
27. "Website" means any websites used by Freshlake to provide the Freshlake Solution, including the websites located freshlake.ai.