Terms of Service / Sycamore

These Terms of Service (“MSA”) are between Sycamore Labs, Inc. (“Sycamore”) and you or the organization you represent (“Customer” or “You”), and governs the use and access to the Products. An “Order” means an individual purchase of Products submitted by Customer through the online checkout process made available on Sycamore’s website at https://www.sycamore.so or application (the “Checkout Page”), including the selection of Products, quantities, and pricing. Each Order, once completed, is incorporated into and governed by this Agreement. By using the Products, you agree to be bound by this MSA. If you do not agree to this MSA, do not use the Products.

Sycamore and Customer are each a “Party” and, collectively, the “Parties.” This MSA incorporates by reference any attached or incorporated exhibits or addenda, as well as referenced websites and documentation, including the Privacy Policy found at https://www.sycamore.so/policies/privacy, (along with any Order(s), collectively the “Agreement”). The Parties hereto agree as follows:

1. Overview

Subject to the terms and conditions of this Agreement, Sycamore will make available to Customer Sycamore’s products and services identified in the applicable Order (“Products”). The Products may use third-party artificial intelligence platforms (“AI Platforms”). Use of the Products will be subject to certain limitations, such as limits on the volume or number of queries that may be submitted to the Products by Customer, as further described in the applicable Order.

2. Products

2.1 Ordering Process; Agreement

Subscriptions to Products are purchased pursuant to the Order. The Order will identify the Products to which Customer is subscribing and, as applicable, any limitations on the Products, and the time period for which such Order applies.

2.2 Access Grant

During the Term, subject to Customer’s compliance with the terms of this Agreement, Customer may access and use the Products only for Customer’s internal business purposes in accordance with any documentation, this Agreement, and any limitations set forth in the applicable Order.

2.3 Users

“User” means an employee or contractor of Customer that Customer allows to use the applicable Products on Customer’s behalf, using the mechanisms designated by Sycamore (“Log-in Credentials”). Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Sycamore’s breach of this Agreement). Customer will promptly notify Sycamore if it becomes aware of any compromise of any Log-in Credentials.

2.4 Restrictions

Customer will not (and will not permit anyone else to, including via automated means or AI agents), directly or indirectly, do any of the following: (a) provide access to, distribute, sell, or sublicense the Products to a third party (other than Users or as allowed in Section 4.2); (b) use the Products to develop or train a similar or competing product or service (including an AI product or model) or to provide products or services to a third party not contemplated by this Agreement; (c) scrap, extract, reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Products, including prompt-injecting and probing, except to the extent such a restriction is not permitted under applicable Law (and then only with prior notice to Sycamore); (d) modify or create derivative works of the Products or copy any element of the Products; (e) remove or obscure any proprietary notices in the Products; (f) publish benchmarks or performance information about the Products; (g) interfere with the operation of the Products, circumvent any access restrictions, or conduct any security or vulnerability test of the Products; (h) transmit any viruses or other harmful materials to the Products, or intentionally harm the security, availability, or integrity of the Products; or (i) access or use the Products in a manner that violates any applicable law.

3. Service Levels and Support

During the Term, Sycamore will offer the Products to Customer in accordance with the Service Level Agreement and use commercially reasonable efforts to support the Products in accordance with Sycamore’s Support Policy, attached in Exhibit A and Exhibit B, respectively.

4. Data and Artificial Intelligence

4.1 Retention of Rights

Neither Party grants the other any rights or licenses not expressly set out in this Agreement. Without limiting the foregoing, except for the limited licenses granted in this Agreement, (a) Customer retains all of its rights in and to Input and (b) Sycamore and its licensors retain all of their rights in and to the Products, including improvements thereto and derivative works thereof.

4.2 Output

As between the Parties, output generated or suggested by the Products in response to Input, including any source code repositories made available to Customer via the Products (“Output”) shall be owned by Sycamore. Sycamore hereby grants Customer a perpetual, world-wide, license to use, copy, modify, and internally distribute the Output, but for clarity, this perpetual license shall exclude the Products. Compiled versions of the Output may be sublicensed to Customer’s end users. To the extent that the Output includes or relies on the Products or other Sycamore services, Customer shall have a worldwide, non-exclusive license to use, and sublicense such Products or services to Customer’s end users of the Output solely as necessary to utilize the Output for the Term of this Agreement. After the Term, Customer will not have access to the Products or other services, but may procure access on terms to be mutually agreed upon. Customer grants to Sycamore a worldwide, non-exclusive, fully paid-up, royalty-free right and license to use, copy, store, transmit, backup, archive, parse, access, modify, and display Output, and make incidental copies, solely as necessary to provide the Products, including for improving, and ensuring the safety and security of the Products for the Term of this Agreement.

4.3 Use of Input

Customer hereby grants Sycamore a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to contractors and service providers), non-transferable (except as set forth in Section 18.1) right to access and use any materials that Customer (including its Users) inputs or makes available to Sycamore (collectively, “Input” or “Customer Data”) to provide and market the Products and services and to derive or generate Telemetry.

4.4 Telemetry

“Telemetry” means information, technical logs, data, metrics, and learnings generated or derived from, or related to Customer’s and Users’ use of the Products, and/or Customer Data, which information does not directly identify any natural human persons as the source thereof. As between the Parties, Sycamore owns Telemetry.

4.5 AI Training

Sycamore may train or fine-tune any large language model or other artificial intelligence technology on Customer Data.

4.6 Session Replay

Sycamore may record Customer’s use and interaction with the Products solely for product improvement and support purposes. If Customer uses Output to record its own end users’ interaction with the Output, Customer is responsible for acquiring all necessary consents before any such recording. Sycamore shall not be liable for Customer’s breach of applicable law governing recording of end users.

5. Customer Obligations

Customer is responsible for its Customer Data, including its content and accuracy, and will comply with laws that apply to Customer Data. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Sycamore to access and use Customer Data and exercise the rights granted to it in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data.

6. Suspension of the Products

Sycamore may immediately suspend Customer’s access to any or all of the Products if: (a) Customer breaches Section 2.4 (Restrictions) or Section 5 (Customer Obligations); (b) Customer’s account is 30 days or more overdue; (c) legal orders, new laws or regulations, or changes to existing laws or regulations that require that Sycamore suspend the Products or otherwise may impose additional liability on the part of Sycamore; or (d) Customer’s actions risk harm to any of Sycamore’s other customers or the security, availability, or integrity of any of the Products. Where practicable, Sycamore will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing).

7. Third-Party Platforms

The Products may support integration with third-party platforms, add-ons, services, or products not provided by Sycamore (“Third-Party Platforms”). Use of any Third-Party Platforms integrated with or made available through the Products is subject to Customer’s agreement with the relevant provider and not this Agreement. Sycamore does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Products or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Products, Customer authorizes Sycamore to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf. To the extent an integration with a Third-Party Platform requires that Sycamore use Customer’s access credentials for such Third-Party Platform, Customer: (a) agrees to provide such credentials, (b) represents and warrants that Customer has all necessary rights to provide such credentials, and (c) authorizes Sycamore to use such credentials on Customer’s behalf in connection with the provision of the Products.

8. Fees and Taxes

8.1 Fees

Customer will pay the fees for the Products set forth in each Order (“Fees”). All Fees will be paid in U.S. dollars unless otherwise provided in the Order. Fees are invoiced as described in the Order. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. All Fees are non-refundable except as may be set out in Section 13.4 (Mitigation).

8.2 Taxes

Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Order, whether domestic or foreign, other than Sycamore’s income tax (“Taxes”). Fees are exclusive of all Taxes.

8.3 Payment

You hereby authorize Sycamore to charge any Fees to the payment method on file with your account, and to automatically charge such Fees on a monthly or other recurring basis until you cancel your account.

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each Party represents, warrants, and covenants to the other Party that:

(a) if applicable, it is duly organized, validly existing, and in good standing in the jurisdiction of its incorporation;
(b) the execution and delivery of this Agreement by such Party and the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Party;
(c) this Agreement constitutes a valid and binding obligation of such Party that is enforceable in accordance with its terms;
(d) the entering into and performance of this Agreement by such Party does not and will not violate, conflict with, or result in a material default under any other agreement or obligation by which such Party is or may become subject or bound;
(e) it will comply with all laws and regulations applicable to its performance under this Agreement; and
(f) this Agreement is approved and executed by representatives authorized to bind such Party to such Agreement.

9.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1 (MUTUAL WARRANTIES), THE PRODUCTS, OUTPUT, ANY SUPPORT OR TECHNICAL SERVICES, AND ALL OTHER SYCAMORE SERVICES ARE PROVIDED “AS IS”. SYCAMORE, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. SYCAMORE DOES NOT WARRANT THAT CUSTOMER’S USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. SYCAMORE IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE SYCAMORE’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. Without limiting the foregoing, and notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that: (a) the Output is not professional advice; (b) the Products may produce, and the Output may include, inaccurate or erroneous information; (c) Customer is responsible for independently evaluating the Output and any other information Customer receives from the Products; (d) Output is generated using artificial intelligence, and may be similar or identical to outputs independently provided to other users of the Products; and (e) due to the changing nature of AI Platforms and Third-Party Platforms, Sycamore does not guarantee the Products will support or be compatible with specific AI Platforms and Third-Party Platforms.

10. Term and Termination

10.1 Term

The term of this Agreement begins on the effective date set forth in the first Order between the Parties referencing this Agreement (the “Effective Date”) and continues until no Order has been in effect for a period of at least ninety (90) days, unless terminated earlier in accordance with the terms of this Agreement (the “Term”). The term of each Order will continue for the initial term specified in the applicable Order (the “Order Initial Term”) and will automatically renew for additional successive renewal terms having the length set forth on the Order (each renewal term, an “Order Renewal Term”), unless either Party gives the other Party notice of non-renewal at least 30 days before the start of the next Order Renewal Term. If no Order Renewal Term is specified in the Order, then the Order will expire at the conclusion of the Order Initial Term.

10.2 Termination

Either Party may terminate this Agreement (including the Order) immediately upon written notice if the other Party: (a) fails to cure a material breach of this Agreement (including, where Customer is the breaching Party, a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that Party and not dismissed within 60 days.

10.3 Effect of Termination

Upon expiration or termination of this Agreement, Customer’s rights to access, and Sycamore’s obligations to provide, the Products will cease, and all Fees accrued up to such expiration or termination will be immediately payable. Following the date of expiration or earlier termination of this Agreement, Sycamore will return or delete Customer Data and other Customer Confidential Information (as described in Section 14) within ninety (90) days of expiration or termination, provided that Sycamore may retain copies of Customer Data and other Confidential Information (a) as permitted under this Agreement, (b) as necessary to comply with applicable law, and (c) to the extent contained in standard backups, subject to this Agreement’s confidentiality provisions.

10.4 Survival

These Sections survive expiration or termination of this Agreement: 2.4 (Restrictions), 4 (Data and Artificial Intelligence), 5 (Customer Obligations), 8 (Fees and Taxes), 9.2 (Disclaimers), 10.3 (Effect of Termination), 10.4 (Survival), 11 (Feedback), 12 (Limitations of Liability), 13 (Indemnification), 14 (Confidentiality), 15 (Required Disclosures), 16 (Trials and Betas), 17 (Publicity), and 18 (General Terms) and any other sections that, by their express terms, should survive such expiration or termination. Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a Party may have.

11. Feedback

To the extent Customer provides Sycamore with feedback (including suggestions and comments for enhancements or functionality) regarding the Products (including Output and underlying datasets used to prepare the same), or Sycamore’s other services, or technology (“Feedback”), Sycamore has (a) sole discretion to determine whether and how to proceed with Feedback and (b) the full and unrestricted right to use and exploit the Feedback or incorporate Feedback into any of its products, services, technology, or other materials.

12. Limitations of Liability

12.1 Consequential Damages Waiver

EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS (AS DEFINED BELOW) NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.

12.2 Liability Cap

EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSORS’) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SYCAMORE PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT.

12.3 Excluded Claims

“Excluded Claims” means: (a) either Party’s breach of Section 14 (Confidentiality) and (b) either Party’s indemnification obligations under Section 13 (Indemnification).

12.4 Nature of Claims and Failure of Essential Purpose

The waivers and limitations in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

13. Indemnification

13.1 Indemnification by Sycamore

Sycamore will defend, indemnify, and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees), or agreed in a settlement by Sycamore, resulting from any third-party claim to the extent alleging that the Products, when used by Customer in accordance with this Agreement, infringe or misappropriate a third party’s patent, copyright, trademark, or trade secret.

13.2 Indemnification by Customer

Customer will indemnify and hold harmless and, at Sycamore’s request will defend, Sycamore from and against any third-party claim, including any damages and costs awarded against Sycamore (including reasonable attorneys’ fees) or agreed in a settlement resulting from the claim, to the extent (a) alleging facts that, if true, would result in Customer’s breach of Section 5 (Customer Obligations), or (b) relating to Customer’s use of Output, including claims arising from Output actions.

13.3 Procedures

The indemnifying Party’s obligations in this Section 13 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party’s expense for reasonable out-of-pocket costs. The indemnifying Party may not settle any claim without the indemnified Party’s prior consent if settlement would require the indemnified Party to take or refrain from taking any action (other than relating to use of the Products, when Sycamore is the indemnifying Party).

13.4 Mitigation

In response to an actual or potential claim relating to infringement, misappropriation, or violation of intellectual property rights, if required by settlement or injunction or as Sycamore determines necessary to avoid material liability, Sycamore may at its option: (a) procure rights for Customer’s continued use of the applicable Products; (b) replace or modify the allegedly infringing portion of the applicable Products to avoid infringement or misappropriation without reducing such Products’ overall functionality; or (c) terminate this Agreement and refund to Customer any pre-paid, unused Fees for the terminated portion of the Term.

13.5 Exceptions

Sycamore’s obligations in this Section 13 do not apply: (a) to infringement or misappropriation resulting from AI Platforms, or from Customer’s modification of Products or use of Products in combination with items not provided by Sycamore (including AI Platforms, Third-Party Platforms or Customer Data); (b) to unauthorized use of the Products; (c) if Customer settles or makes any admissions about a claim without Sycamore’s prior consent; or (d) to Trials and Betas or other free or evaluation use.

13.6 Exclusive Remedy

THIS SECTION 13 SETS OUT CUSTOMER’S EXCLUSIVE REMEDY AND SYCAMORE’S ENTIRE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

14. Confidentiality

14.1 Definition

“Confidential Information” means information disclosed to the receiving Party (“Recipient”) under this Agreement that is designated by the disclosing Party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature or the circumstances of its disclosure. Sycamore’s Confidential Information includes the terms and conditions of this Agreement and the Products (including any technical or performance information about the Products). Customer’s Confidential Information includes Customer Data.

14.2 Obligations

As Recipient, each Party will: (a) hold Confidential Information in confidence and implement reasonable measures to prevent its disclosure to third parties except as permitted in this Agreement, including Section 4 (Data and Artificial Intelligence); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know provided it remains responsible for their compliance with this Section 14 and they are bound by written agreements (or, in the case of professional advisers like attorneys and accountants, ethical duties) imposing confidentiality and non-use obligations no less protective than this Section 14.

14.3 Exclusions

These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving Party or its representatives; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using or referencing Confidential Information.

14.4 Remedies

Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each Party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 14, without necessity of posting a bond or proving actual damages.

15. Required Disclosures

Nothing in this Agreement prohibits either Party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other Party in advance and cooperates in any effort to obtain confidential treatment.

16. Trials and Betas

If Customer receives access to Products or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Sycamore (or if not designated, 30 days). Trials and Betas are optional and either Party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Sycamore may never release, and their features and performance information are Sycamore’s Confidential Information. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, SYCAMORE PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND ITS LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US$100.

17. Publicity

Sycamore may include Customer and its trademarks in Sycamore’s customer lists and promotional materials but will cease further use at Customer’s written request.

18. General Terms

18.1 Assignment

Neither Party may assign this Agreement without the prior consent of the other Party, except that either Party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its voting securities or assets to which this Agreement relates to the other Party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.

18.2 No Third Party Beneficiaries

There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the Parties hereto (and their respective successors and permitted assigns), any rights, remedies, obligations or liabilities.

18.3 Governing Law, Jurisdiction and Venue

This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Santa Clara County, California and both Parties submit to the personal jurisdiction of those courts.

18.4 Notices

Except as set out in this Agreement, any notice or consent under this Agreement must be in writing to 1881 Page Mill Road, Palo Alto, CA 94304 with email to legal@sycamore.so if to Sycamore or to the address or email address specified on the applicable Order if to Customer, and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); (c) one day after dispatch if by a commercial overnight delivery service; or (d) upon the earlier of the receipt of a confirmation email or one day after sending if by email. Either Party may update its address with notice to the other Party pursuant to this Section. Sycamore may also send operational notices to Customer by email or through the Products.

18.5 Entire Agreement

This Agreement, including the Order, and other exhibits referenced herein, is the Parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

18.6 Amendments

Except as otherwise expressly set forth in this Agreement, any amendments, modifications, or supplements to this Agreement must be in writing and signed by each Party’s authorized representatives or, as appropriate, agreed through electronic means provided by Sycamore. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Sycamore; any of these Customer documents are for administrative purposes only and have no legal effect. Notwithstanding the foregoing, Sycamore may from time to time notify Customer of updates to this Agreement (including by displaying a notification through the Products). Such updated version of this Agreement will become effective on a going forward basis at the start of 60 days after the date on which Sycamore provided such notice to Customer. Sycamore may change model providers or modify Product features at any time.

18.7 Waivers and Severability

Waivers must be signed by the waiving Party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, such invalidity will not affect the remainder of this Agreement, and the invalid, illegal, or unenforceable provision will be replaced by a valid provision that has as near as possible an effect to that of the invalid, illegal, or unenforceable provision as is reasonably practicable without such replacement provision risking similar invalidity, illegality, or unenforceability.

18.8 Force Majeure

Neither Party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, change in Law, refusal of government license, or natural disaster.

18.9 Subcontractors

Sycamore may use subcontractors and permit them to exercise Sycamore’s rights, but Sycamore remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.

18.10 Independent Contractors

The Parties are independent contractors, not agents, partners, or joint venturers.

18.11 Compliance with Laws

Each Party will comply with all applicable laws, including those concerning anti-bribery and anti-corruption. Customer will comply with all relevant U.S. and foreign export and import Laws in using any Products. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use the Products in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Products any information controlled under the U.S. International Traffic in Arms Regulations.

18.12 Government End-Users

Elements of the Products may include commercial computer software. If the user or licensee of the Products is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Products or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Products were developed fully at private expense. All other use is prohibited.

18.13 Conflicts in Interpretation

Inconsistencies or conflicts among the terms of this Agreement will be resolved in the following descending order of precedence: (a) this MSA; (b) any applicable exhibits; and (c) the Order.

# Policy: Terms of Service These Terms of Service (“MSA”) are between Sycamore Labs, Inc. (“Sycamore”) and you or the organization you represent (“Customer” or “You”), and governs the use and access to the Products. An “Order” means an individual purchase of Products submitted by Customer through the online checkout process made available on Sycamore’s website at https://www.sycamore.so or application (the “Checkout Page”), including the selection of Products, quantities, and pricing. Each Order, once completed, is incorporated into and governed by this Agreement. By using the Products, you agree to be bound by this MSA. If you do not agree to this MSA, do not use the Products. Sycamore and Customer are each a “Party” and, collectively, the “Parties.” This MSA incorporates by reference any attached or incorporated exhibits or addenda, as well as referenced websites and documentation, including the Privacy Policy found at [https://www.sycamore.so/policies/privacy](/policies/privacy), (along with any Order(s), collectively the “Agreement”). The Parties hereto agree as follows: ## 1. Overview Subject to the terms and conditions of this Agreement, Sycamore will make available to Customer Sycamore’s products and services identified in the applicable Order (“Products”). The Products may use third-party artificial intelligence platforms (“AI Platforms”). Use of the Products will be subject to certain limitations, such as limits on the volume or number of queries that may be submitted to the Products by Customer, as further described in the applicable Order. ## 2. Products ### 2.1 Ordering Process; Agreement Subscriptions to Products are purchased pursuant to the Order. The Order will identify the Products to which Customer is subscribing and, as applicable, any limitations on the Products, and the time period for which such Order applies. ### 2.2 Access Grant During the Term, subject to Customer’s compliance with the terms of this Agreement, Customer may access and use the Products only for Customer’s internal business purposes in accordance with any documentation, this Agreement, and any limitations set forth in the applicable Order. ### 2.3 Users “User” means an employee or contractor of Customer that Customer allows to use the applicable Products on Customer’s behalf, using the mechanisms designated by Sycamore (“Log-in Credentials”). Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Sycamore’s breach of this Agreement). Customer will promptly notify Sycamore if it becomes aware of any compromise of any Log-in Credentials. ### 2.4 Restrictions Customer will not (and will not permit anyone else to, including via automated means or AI agents), directly or indirectly, do any of the following: (a) provide access to, distribute, sell, or sublicense the Products to a third party (other than Users or as allowed in Section 4.2); (b) use the Products to develop or train a similar or competing product or service (including an AI product or model) or to provide products or services to a third party not contemplated by this Agreement; (c) scrap, extract, reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Products, including prompt-injecting and probing, except to the extent such a restriction is not permitted under applicable Law (and then only with prior notice to Sycamore); (d) modify or create derivative works of the Products or copy any element of the Products; (e) remove or obscure any proprietary notices in the Products; (f) publish benchmarks or performance information about the Products; (g) interfere with the operation of the Products, circumvent any access restrictions, or conduct any security or vulnerability test of the Products; (h) transmit any viruses or other harmful materials to the Products, or intentionally harm the security, availability, or integrity of the Products; or (i) access or use the Products in a manner that violates any applicable law. ## 3. Service Levels and Support During the Term, Sycamore will offer the Products to Customer in accordance with the [Service Level Agreement](/policies/sla) and use commercially reasonable efforts to support the Products in accordance with Sycamore’s [Support Policy](/policies/support), attached in Exhibit A and Exhibit B, respectively. ## 4. Data and Artificial Intelligence ### 4.1 Retention of Rights Neither Party grants the other any rights or licenses not expressly set out in this Agreement. Without limiting the foregoing, except for the limited licenses granted in this Agreement, (a) Customer retains all of its rights in and to Input and (b) Sycamore and its licensors retain all of their rights in and to the Products, including improvements thereto and derivative works thereof. ### 4.2 Output As between the Parties, output generated or suggested by the Products in response to Input, including any source code repositories made available to Customer via the Products (“Output”) shall be owned by Sycamore. Sycamore hereby grants Customer a perpetual, world-wide, license to use, copy, modify, and internally distribute the Output, but for clarity, this perpetual license shall exclude the Products. Compiled versions of the Output may be sublicensed to Customer’s end users. To the extent that the Output includes or relies on the Products or other Sycamore services, Customer shall have a worldwide, non-exclusive license to use, and sublicense such Products or services to Customer’s end users of the Output solely as necessary to utilize the Output for the Term of this Agreement. After the Term, Customer will not have access to the Products or other services, but may procure access on terms to be mutually agreed upon. Customer grants to Sycamore a worldwide, non-exclusive, fully paid-up, royalty-free right and license to use, copy, store, transmit, backup, archive, parse, access, modify, and display Output, and make incidental copies, solely as necessary to provide the Products, including for improving, and ensuring the safety and security of the Products for the Term of this Agreement. ### 4.3 Use of Input Customer hereby grants Sycamore a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to contractors and service providers), non-transferable (except as set forth in Section 18.1) right to access and use any materials that Customer (including its Users) inputs or makes available to Sycamore (collectively, “Input” or “Customer Data”) to provide and market the Products and services and to derive or generate Telemetry. ### 4.4 Telemetry “Telemetry” means information, technical logs, data, metrics, and learnings generated or derived from, or related to Customer’s and Users’ use of the Products, and/or Customer Data, which information does not directly identify any natural human persons as the source thereof. As between the Parties, Sycamore owns Telemetry. ### 4.5 AI Training Sycamore may train or fine-tune any large language model or other artificial intelligence technology on Customer Data. ### 4.6 Session Replay Sycamore may record Customer’s use and interaction with the Products solely for product improvement and support purposes. If Customer uses Output to record its own end users’ interaction with the Output, Customer is responsible for acquiring all necessary consents before any such recording. Sycamore shall not be liable for Customer’s breach of applicable law governing recording of end users. ## 5. Customer Obligations Customer is responsible for its Customer Data, including its content and accuracy, and will comply with laws that apply to Customer Data. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Sycamore to access and use Customer Data and exercise the rights granted to it in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data. ## 6. Suspension of the Products Sycamore may immediately suspend Customer’s access to any or all of the Products if: (a) Customer breaches Section 2.4 (Restrictions) or Section 5 (Customer Obligations); (b) Customer’s account is 30 days or more overdue; (c) legal orders, new laws or regulations, or changes to existing laws or regulations that require that Sycamore suspend the Products or otherwise may impose additional liability on the part of Sycamore; or (d) Customer’s actions risk harm to any of Sycamore’s other customers or the security, availability, or integrity of any of the Products. Where practicable, Sycamore will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). ## 7. Third-Party Platforms The Products may support integration with third-party platforms, add-ons, services, or products not provided by Sycamore (“Third-Party Platforms”). Use of any Third-Party Platforms integrated with or made available through the Products is subject to Customer’s agreement with the relevant provider and not this Agreement. Sycamore does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Products or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Products, Customer authorizes Sycamore to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf. To the extent an integration with a Third-Party Platform requires that Sycamore use Customer’s access credentials for such Third-Party Platform, Customer: (a) agrees to provide such credentials, (b) represents and warrants that Customer has all necessary rights to provide such credentials, and (c) authorizes Sycamore to use such credentials on Customer’s behalf in connection with the provision of the Products. ## 8. Fees and Taxes ### 8.1 Fees Customer will pay the fees for the Products set forth in each Order (“Fees”). All Fees will be paid in U.S. dollars unless otherwise provided in the Order. Fees are invoiced as described in the Order. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. All Fees are non-refundable except as may be set out in Section 13.4 (Mitigation). ### 8.2 Taxes Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Order, whether domestic or foreign, other than Sycamore’s income tax (“Taxes”). Fees are exclusive of all Taxes. ### 8.3 Payment You hereby authorize Sycamore to charge any Fees to the payment method on file with your account, and to automatically charge such Fees on a monthly or other recurring basis until you cancel your account. ## 9. Warranties and Disclaimers ### 9.1 Mutual Warranties Each Party represents, warrants, and covenants to the other Party that: - (a) if applicable, it is duly organized, validly existing, and in good standing in the jurisdiction of its incorporation; - (b) the execution and delivery of this Agreement by such Party and the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Party; - (c) this Agreement constitutes a valid and binding obligation of such Party that is enforceable in accordance with its terms; - (d) the entering into and performance of this Agreement by such Party does not and will not violate, conflict with, or result in a material default under any other agreement or obligation by which such Party is or may become subject or bound; - (e) it will comply with all laws and regulations applicable to its performance under this Agreement; and - (f) this Agreement is approved and executed by representatives authorized to bind such Party to such Agreement. ### 9.2 Disclaimers EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1 (MUTUAL WARRANTIES), THE PRODUCTS, OUTPUT, ANY SUPPORT OR TECHNICAL SERVICES, AND ALL OTHER SYCAMORE SERVICES ARE PROVIDED “AS IS”. SYCAMORE, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. SYCAMORE DOES NOT WARRANT THAT CUSTOMER’S USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. SYCAMORE IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE SYCAMORE’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. Without limiting the foregoing, and notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that: (a) the Output is not professional advice; (b) the Products may produce, and the Output may include, inaccurate or erroneous information; (c) Customer is responsible for independently evaluating the Output and any other information Customer receives from the Products; (d) Output is generated using artificial intelligence, and may be similar or identical to outputs independently provided to other users of the Products; and (e) due to the changing nature of AI Platforms and Third-Party Platforms, Sycamore does not guarantee the Products will support or be compatible with specific AI Platforms and Third-Party Platforms. ## 10. Term and Termination ### 10.1 Term The term of this Agreement begins on the effective date set forth in the first Order between the Parties referencing this Agreement (the “Effective Date”) and continues until no Order has been in effect for a period of at least ninety (90) days, unless terminated earlier in accordance with the terms of this Agreement (the “Term”). The term of each Order will continue for the initial term specified in the applicable Order (the “Order Initial Term”) and will automatically renew for additional successive renewal terms having the length set forth on the Order (each renewal term, an “Order Renewal Term”), unless either Party gives the other Party notice of non-renewal at least 30 days before the start of the next Order Renewal Term. If no Order Renewal Term is specified in the Order, then the Order will expire at the conclusion of the Order Initial Term. ### 10.2 Termination Either Party may terminate this Agreement (including the Order) immediately upon written notice if the other Party: (a) fails to cure a material breach of this Agreement (including, where Customer is the breaching Party, a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that Party and not dismissed within 60 days. ### 10.3 Effect of Termination Upon expiration or termination of this Agreement, Customer’s rights to access, and Sycamore’s obligations to provide, the Products will cease, and all Fees accrued up to such expiration or termination will be immediately payable. Following the date of expiration or earlier termination of this Agreement, Sycamore will return or delete Customer Data and other Customer Confidential Information (as described in Section 14) within ninety (90) days of expiration or termination, provided that Sycamore may retain copies of Customer Data and other Confidential Information (a) as permitted under this Agreement, (b) as necessary to comply with applicable law, and (c) to the extent contained in standard backups, subject to this Agreement’s confidentiality provisions. ### 10.4 Survival These Sections survive expiration or termination of this Agreement: 2.4 (Restrictions), 4 (Data and Artificial Intelligence), 5 (Customer Obligations), 8 (Fees and Taxes), 9.2 (Disclaimers), 10.3 (Effect of Termination), 10.4 (Survival), 11 (Feedback), 12 (Limitations of Liability), 13 (Indemnification), 14 (Confidentiality), 15 (Required Disclosures), 16 (Trials and Betas), 17 (Publicity), and 18 (General Terms) and any other sections that, by their express terms, should survive such expiration or termination. Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a Party may have. ## 11. Feedback To the extent Customer provides Sycamore with feedback (including suggestions and comments for enhancements or functionality) regarding the Products (including Output and underlying datasets used to prepare the same), or Sycamore’s other services, or technology (“Feedback”), Sycamore has (a) sole discretion to determine whether and how to proceed with Feedback and (b) the full and unrestricted right to use and exploit the Feedback or incorporate Feedback into any of its products, services, technology, or other materials. ## 12. Limitations of Liability ### 12.1 Consequential Damages Waiver EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS (AS DEFINED BELOW) NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE. ### 12.2 Liability Cap EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSORS’) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SYCAMORE PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT. ### 12.3 Excluded Claims “Excluded Claims” means: (a) either Party’s breach of Section 14 (Confidentiality) and (b) either Party’s indemnification obligations under Section 13 (Indemnification). ### 12.4 Nature of Claims and Failure of Essential Purpose The waivers and limitations in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose. ## 13. Indemnification ### 13.1 Indemnification by Sycamore Sycamore will defend, indemnify, and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees), or agreed in a settlement by Sycamore, resulting from any third-party claim to the extent alleging that the Products, when used by Customer in accordance with this Agreement, infringe or misappropriate a third party’s patent, copyright, trademark, or trade secret. ### 13.2 Indemnification by Customer Customer will indemnify and hold harmless and, at Sycamore’s request will defend, Sycamore from and against any third-party claim, including any damages and costs awarded against Sycamore (including reasonable attorneys’ fees) or agreed in a settlement resulting from the claim, to the extent (a) alleging facts that, if true, would result in Customer’s breach of Section 5 (Customer Obligations), or (b) relating to Customer’s use of Output, including claims arising from Output actions. ### 13.3 Procedures The indemnifying Party’s obligations in this Section 13 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party’s expense for reasonable out-of-pocket costs. The indemnifying Party may not settle any claim without the indemnified Party’s prior consent if settlement would require the indemnified Party to take or refrain from taking any action (other than relating to use of the Products, when Sycamore is the indemnifying Party). ### 13.4 Mitigation In response to an actual or potential claim relating to infringement, misappropriation, or violation of intellectual property rights, if required by settlement or injunction or as Sycamore determines necessary to avoid material liability, Sycamore may at its option: (a) procure rights for Customer’s continued use of the applicable Products; (b) replace or modify the allegedly infringing portion of the applicable Products to avoid infringement or misappropriation without reducing such Products’ overall functionality; or (c) terminate this Agreement and refund to Customer any pre-paid, unused Fees for the terminated portion of the Term. ### 13.5 Exceptions Sycamore’s obligations in this Section 13 do not apply: (a) to infringement or misappropriation resulting from AI Platforms, or from Customer’s modification of Products or use of Products in combination with items not provided by Sycamore (including AI Platforms, Third-Party Platforms or Customer Data); (b) to unauthorized use of the Products; (c) if Customer settles or makes any admissions about a claim without Sycamore’s prior consent; or (d) to Trials and Betas or other free or evaluation use. ### 13.6 Exclusive Remedy THIS SECTION 13 SETS OUT CUSTOMER’S EXCLUSIVE REMEDY AND SYCAMORE’S ENTIRE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. ## 14. Confidentiality ### 14.1 Definition “Confidential Information” means information disclosed to the receiving Party (“Recipient”) under this Agreement that is designated by the disclosing Party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature or the circumstances of its disclosure. Sycamore’s Confidential Information includes the terms and conditions of this Agreement and the Products (including any technical or performance information about the Products). Customer’s Confidential Information includes Customer Data. ### 14.2 Obligations As Recipient, each Party will: (a) hold Confidential Information in confidence and implement reasonable measures to prevent its disclosure to third parties except as permitted in this Agreement, including Section 4 (Data and Artificial Intelligence); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know provided it remains responsible for their compliance with this Section 14 and they are bound by written agreements (or, in the case of professional advisers like attorneys and accountants, ethical duties) imposing confidentiality and non-use obligations no less protective than this Section 14. ### 14.3 Exclusions These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving Party or its representatives; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using or referencing Confidential Information. ### 14.4 Remedies Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each Party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 14, without necessity of posting a bond or proving actual damages. ## 15. Required Disclosures Nothing in this Agreement prohibits either Party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other Party in advance and cooperates in any effort to obtain confidential treatment. ## 16. Trials and Betas If Customer receives access to Products or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Sycamore (or if not designated, 30 days). Trials and Betas are optional and either Party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Sycamore may never release, and their features and performance information are Sycamore’s Confidential Information. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, SYCAMORE PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND ITS LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US$100. ## 17. Publicity Sycamore may include Customer and its trademarks in Sycamore’s customer lists and promotional materials but will cease further use at Customer’s written request. ## 18. General Terms ### 18.1 Assignment Neither Party may assign this Agreement without the prior consent of the other Party, except that either Party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its voting securities or assets to which this Agreement relates to the other Party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. ### 18.2 No Third Party Beneficiaries There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the Parties hereto (and their respective successors and permitted assigns), any rights, remedies, obligations or liabilities. ### 18.3 Governing Law, Jurisdiction and Venue This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Santa Clara County, California and both Parties submit to the personal jurisdiction of those courts. ### 18.4 Notices Except as set out in this Agreement, any notice or consent under this Agreement must be in writing to 1881 Page Mill Road, Palo Alto, CA 94304 with email to legal@sycamore.so if to Sycamore or to the address or email address specified on the applicable Order if to Customer, and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); (c) one day after dispatch if by a commercial overnight delivery service; or (d) upon the earlier of the receipt of a confirmation email or one day after sending if by email. Either Party may update its address with notice to the other Party pursuant to this Section. Sycamore may also send operational notices to Customer by email or through the Products. ### 18.5 Entire Agreement This Agreement, including the Order, and other exhibits referenced herein, is the Parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement. ### 18.6 Amendments Except as otherwise expressly set forth in this Agreement, any amendments, modifications, or supplements to this Agreement must be in writing and signed by each Party’s authorized representatives or, as appropriate, agreed through electronic means provided by Sycamore. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Sycamore; any of these Customer documents are for administrative purposes only and have no legal effect. Notwithstanding the foregoing, Sycamore may from time to time notify Customer of updates to this Agreement (including by displaying a notification through the Products). Such updated version of this Agreement will become effective on a going forward basis at the start of 60 days after the date on which Sycamore provided such notice to Customer. Sycamore may change model providers or modify Product features at any time. ### 18.7 Waivers and Severability Waivers must be signed by the waiving Party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, such invalidity will not affect the remainder of this Agreement, and the invalid, illegal, or unenforceable provision will be replaced by a valid provision that has as near as possible an effect to that of the invalid, illegal, or unenforceable provision as is reasonably practicable without such replacement provision risking similar invalidity, illegality, or unenforceability. ### 18.8 Force Majeure Neither Party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, change in Law, refusal of government license, or natural disaster. ### 18.9 Subcontractors Sycamore may use subcontractors and permit them to exercise Sycamore’s rights, but Sycamore remains responsible for their compliance with this Agreement and for its overall performance under this Agreement. ### 18.10 Independent Contractors The Parties are independent contractors, not agents, partners, or joint venturers. ### 18.11 Compliance with Laws Each Party will comply with all applicable laws, including those concerning anti-bribery and anti-corruption. Customer will comply with all relevant U.S. and foreign export and import Laws in using any Products. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use the Products in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Products any information controlled under the U.S. International Traffic in Arms Regulations. ### 18.12 Government End-Users Elements of the Products may include commercial computer software. If the user or licensee of the Products is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Products or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Products were developed fully at private expense. All other use is prohibited. ### 18.13 Conflicts in Interpretation Inconsistencies or conflicts among the terms of this Agreement will be resolved in the following descending order of precedence: (a) this MSA; (b) any applicable exhibits; and (c) the Order.