1.1 Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Service" or "Platform"

means the AskAI workforce intelligence software-as-a-service platform, including all features, functionality, documentation, and related services provided by AskAI.

"Customer Data"

means all data, information, and materials provided by Customer to AskAI or collected through Customer's use of the Service, including employee information, organizational data, and usage data.

"Authorized Users"

means Customer's employees, contractors, and agents who are authorized by Customer to access and use the Service under Customer's account.

"Subscription Term"

means the period during which Customer has purchased access to the Service, as specified in the applicable Order Form.

"Order Form"

means the ordering document executed by both parties that specifies the subscription tier, pricing, term, and other commercial terms.

2.1 Platform Capabilities

Subject to the terms and conditions of this Agreement, AskAI shall provide Customer with access to a cloud-based workforce intelligence platform that delivers the following core capabilities:

1. Predictive Analytics: Machine learning models that analyze employee data to predict turnover probability with 25-93% accuracy over a 12-month forecast period;
2. Financial Impact Quantification: Automated calculation of turnover costs, including replacement expenses, training costs, productivity loss, and revenue impact;
3. Prescriptive Recommendations: Data-driven intervention strategies prioritized by expected return on investment (ROI) and success probability;
4. Analytics Dashboards: Role-based dashboards providing executive, manager, and financial perspectives on workforce metrics;
5. Reporting and Exports: Customizable reports and data export functionality in standard formats.

2.2 Service Levels

AskAI commits to maintaining the Service with 99.9% uptime, calculated monthly and excluding scheduled maintenance windows. Specific service level commitments are detailed in the Service Level Agreement (SLA) attached as Exhibit A.

3.1 Account Eligibility and Authority

Customer represents and warrants that: (a) it has the legal capacity and authority to enter into this Agreement; (b) the individual accepting this Agreement on behalf of Customer is duly authorized to bind Customer; (c) Customer is at least 18 years of age or the age of majority in its jurisdiction; and (d) Customer's use of the Service complies with all applicable laws and regulations.

3.2 Account Credentials and Security

Customer shall:

1. Maintain the strict confidentiality of all account credentials, passwords, and authentication mechanisms;
2. Implement and enforce appropriate security measures to prevent unauthorized access to the Service;
3. Ensure that all Authorized Users comply with the terms of this Agreement;
4. Immediately notify AskAI in writing of any suspected or actual unauthorized access, security breach, or compromise of account credentials;
5. Accept full responsibility for all activities conducted through Customer's account, whether authorized or unauthorized.

3.3 Multi-Factor Authentication

Customer acknowledges that AskAI requires multi-factor authentication (MFA) for all user accounts. Customer agrees to ensure all Authorized Users enable and maintain MFA in accordance with AskAI's security requirements.

4.1 Subscription Fees

Customer shall pay AskAI the subscription fees specified in the applicable Order Form. Fees are based on Customer's organization size, selected subscription tier (Starter, Professional, or Enterprise), and any additional services or features purchased. Current standard pricing is published at www.askai.com/pricing, subject to negotiated terms in the Order Form.

4.2 Payment Terms and Invoicing

1. Billing Cycle: Subscription fees are billed annually in advance, unless otherwise specified in the Order Form;
2. Payment Due Date: All invoices are due and payable within thirty (30) days of the invoice date ("Net 30");
3. Payment Method: Customer shall pay all fees by wire transfer, ACH, or credit card as specified in the invoice;
4. Late Payment: Overdue amounts shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less). AskAI reserves the right to suspend Service access for accounts with payments overdue by more than fifteen (15) days;
5. Taxes: All fees are exclusive of applicable taxes, duties, and governmental charges. Customer is responsible for all such amounts except taxes based on AskAI's net income.

4.3 Subscription Renewal and Cancellation

Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term, the subscription shall automatically renew for successive one-year periods at AskAI's then-current rates. Customer may cancel renewal by providing written notice to billing@askai.com.

4.4 Fee Adjustments

AskAI reserves the right to adjust subscription fees upon renewal. AskAI shall provide Customer with at least sixty (60) days' advance written notice of any fee increases. If Customer does not agree to the increased fees, Customer may terminate the Agreement effective as of the renewal date by providing written notice within thirty (30) days of receiving the fee increase notice.

4.5 Refund Policy

All subscription fees are non-refundable except: (a) as expressly provided in this Agreement; (b) in the event of AskAI's material breach that remains uncured for thirty (30) days following written notice; or (c) as required by applicable law. No refunds shall be provided for partial subscription periods or unused services.

5.1 Customer Data Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer hereby grants AskAI a limited, non-exclusive, worldwide license to access, use, process, and analyze Customer Data solely to the extent necessary to provide the Service, improve the Platform's machine learning models, and fulfill AskAI's obligations under this Agreement.

5.2 Customer Responsibilities for Data

Customer represents, warrants, and covenants that:

1. Customer has obtained all necessary rights, consents, and authorizations required to provide Customer Data to AskAI and to permit AskAI's use of such data as contemplated by this Agreement;
2. Customer Data is accurate, complete, and does not violate any applicable laws, regulations, or third-party rights;
3. Customer has complied with all applicable employment, labor, and data protection laws in collecting and providing Customer Data;
4. Customer shall maintain appropriate notices and obtain required consents from employees regarding data collection and processing;
5. Customer shall not provide any data that constitutes Protected Health Information (PHI) under HIPAA unless a Business Associate Agreement (BAA) has been executed.

5.3 Data Security and Privacy

AskAI shall implement and maintain administrative, physical, and technical safeguards designed to protect Customer Data, including:

1. AES-256 encryption for data at rest and TLS 1.3 encryption for data in transit;
2. Role-based access controls and multi-factor authentication;
3. Regular security audits and vulnerability assessments;
4. SOC 2 Type II certified security controls;
5. HIPAA-compliant data handling procedures (when BAA is in effect).

Notwithstanding the foregoing, Customer acknowledges that no security measures are impenetrable and that AskAI cannot guarantee absolute security. Customer assumes all risks associated with electronic data transmission.

5.4 Privacy Policy

AskAI's collection, use, and disclosure of personal information is governed by our Privacy Policy, available at www.askai.com/privacy-policy, which is incorporated into this Agreement by reference.

5.5 Data Processing Agreement

To the extent Customer Data includes personal data subject to the European Union General Data Protection Regulation (GDPR) or other applicable data protection laws, the parties agree to execute AskAI's standard Data Processing Agreement (DPA), which shall govern the processing of such personal data.

6.1 Prohibited Activities

Customer agrees NOT to, and shall ensure that Authorized Users do not:

1. Use the Service for any unlawful purpose or in violation of any applicable laws or regulations;
2. Infringe upon or misappropriate any intellectual property rights of AskAI or third parties;
3. Transmit any viruses, malware, or other harmful code;
4. Attempt to gain unauthorized access to the Service or related systems;
5. Reverse engineer, decompile, or disassemble any portion of the Service;
6. Use Customer Data for discriminatory purposes prohibited by law;
7. Share account credentials or allow unauthorized access;
8. Interfere with or disrupt the Service or servers;
9. Remove or modify any proprietary notices or labels;
10. Use the Service to compete with AskAI or develop competing products.

7.1 AskAI's Intellectual Property

The Service, including all software, algorithms, machine learning models, documentation, user interfaces, and content, is the exclusive property of AskAI and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

7.2 Limited License Grant

Subject to Customer's compliance with this Agreement, AskAI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Term solely for Customer's internal business purposes.

7.3 Restrictions

Customer shall not, and shall not permit any third party to: (a) copy, modify, or create derivative works of the Service; (b) rent, lease, lend, sell, sublicense, or transfer the Service; (c) use the Service for service bureau or time-sharing purposes; or (d) remove or alter any proprietary notices.

8.1 Uptime Commitment

AskAI commits to maintaining the Service with 99.9% uptime, calculated monthly and excluding: (a) scheduled maintenance windows (announced at least 48 hours in advance); (b) emergency maintenance; (c) factors outside AskAI's reasonable control; and (d) Customer's internet connectivity or equipment issues.

8.2 Support Services

Support levels vary by subscription tier:

• Starter Plan: Email support (24-hour response time), quarterly business reviews
• Professional Plan: Priority email support (4-hour response time), monthly business reviews, dedicated success manager
• Enterprise Plan: 24/7 phone and email support (1-hour response time), weekly check-ins, dedicated success manager, white-glove onboarding

8.3 Service Credits

If AskAI fails to meet the 99.9% uptime commitment, Customer may be eligible for service credits as detailed in the SLA attached as Exhibit A.

9.1 AskAI's Limited Warranty

AskAI warrants that: (a) it has the right and authority to enter into this Agreement and grant the rights granted herein; (b) the Service will perform materially in accordance with the applicable documentation; and (c) AskAI will provide the Service in a professional and workmanlike manner consistent with industry standards.

9.2 Customer's Representations and Warranties

Customer represents and warrants that: (a) it has all necessary rights and authority to enter into this Agreement; (b) its use of the Service will comply with all applicable laws and regulations; (c) Customer Data does not and will not infringe upon or misappropriate any third-party intellectual property rights; and (d) Customer has obtained all necessary consents and authorizations for the collection and processing of Customer Data.

9.3 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ASKAI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, ASKAI DOES NOT WARRANT THAT:

1. THE SERVICE WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS OR EXPECTATIONS;
2. THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
3. PREDICTIVE MODELS WILL ACHIEVE SPECIFIC ACCURACY RATES FOR ANY PARTICULAR EMPLOYEE OR SITUATION;
4. CUSTOMER WILL ACHIEVE ANY SPECIFIC FINANCIAL OUTCOMES, COST SAVINGS, OR RETURN ON INVESTMENT;
5. ANY ERRORS OR DEFECTS IN THE SERVICE WILL BE CORRECTED;
6. THE SERVICE WILL BE COMPATIBLE WITH ALL HARDWARE, SOFTWARE, OR SYSTEMS.

9.4 Predictive Analytics Disclaimer

Customer acknowledges and agrees that: (a) the Service provides predictive analytics and recommendations based on statistical models and historical data; (b) predictions are probabilistic in nature and not guarantees of future outcomes; (c) actual results may vary significantly from predictions; (d) AskAI makes no representations regarding the accuracy of predictions for any specific individual or situation; and (e) Customer is solely responsible for all employment decisions and actions taken based on Service outputs.

10.1 Limitation on Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ASKAI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO ASKAI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Employment Decisions Disclaimer

Customer acknowledges and agrees that: (a) the Service provides analytical tools and recommendations only; (b) AskAI does not make employment decisions on Customer's behalf; (c) Customer retains sole discretion and responsibility for all employment-related decisions, including hiring, termination, promotion, compensation, and retention strategies; and (d) AskAI shall have no liability whatsoever for any employment decisions made by Customer, whether or not based on Service outputs.

10.4 Exceptions to Limitations

The limitations set forth in this Article X shall not apply to: (a) either party's indemnification obligations under Article XI; (b) Customer's payment obligations; (c) Customer's breach of Section 6 (Acceptable Use); (d) either party's gross negligence or willful misconduct; or (e) liabilities that cannot be limited under applicable law.

10.5 Basis of the Bargain

Customer acknowledges that the limitations of liability set forth in this Article X are fundamental elements of the basis of the bargain between the parties, and that AskAI would not be able to provide the Service on an economically reasonable basis without such limitations.

11.1 Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless AskAI and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

1. Customer's use of the Service;
2. Customer's breach of this Agreement;
3. Customer's violation of any applicable laws or regulations;
4. Customer Data or any claim that Customer Data infringes third-party rights;
5. Employment decisions made by Customer based on Service outputs;
6. Customer's negligence or willful misconduct.

11.2 AskAI Indemnification

AskAI agrees to indemnify, defend, and hold harmless Customer from third-party claims that the Service infringes such third party's intellectual property rights, provided that Customer: (a) promptly notifies AskAI in writing of the claim; (b) grants AskAI sole control of the defense and settlement; and (c) provides reasonable cooperation in the defense.

12.1 Subscription Term

This Agreement commences on the Effective Date and continues for the initial Subscription Term specified in the Order Form, and shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

12.2 Termination for Convenience

Customer may terminate this Agreement for convenience by providing written notice at least thirty (30) days prior to the end of the then-current Subscription Term. No refunds shall be provided for early termination or unused portions of the Subscription Term.

12.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; (b) becomes insolvent or files for bankruptcy; or (c) ceases business operations.

12.4 Suspension

AskAI may suspend Customer's access to the Service immediately if: (a) Customer's account is more than fifteen (15) days overdue; (b) Customer violates the Acceptable Use Policy; or (c) AskAI reasonably believes suspension is necessary to prevent harm to the Service or other customers.

12.5 Effect of Termination

Upon termination or expiration of this Agreement: (a) all licenses granted herein immediately terminate; (b) Customer shall cease all use of the Service; (c) Customer shall pay all outstanding fees; and (d) AskAI shall delete Customer Data within ninety (90) days in accordance with its data retention policy, unless legally required to retain such data.

13.1 Right to Modify

AskAI reserves the right to modify these Terms at any time. Material changes will be communicated to Customer via email or in-platform notification at least thirty (30) days prior to the effective date of such changes.

13.2 Acceptance of Changes

Customer's continued use of the Service after the effective date of any modifications constitutes acceptance of the modified Terms. If Customer does not agree to the modifications, Customer's sole remedy is to terminate this Agreement in accordance with Section 12.2.

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, United States of America, without regard to its conflict of law principles.

14.2 Jurisdiction

Subject to the arbitration provisions in Article XV, the parties consent to the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts for any legal proceedings.

15.1 Informal Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (collectively, "Dispute"), the parties agree to first attempt in good faith to resolve the Dispute through informal negotiation. Either party may initiate informal negotiations by providing written notice to the other party describing the Dispute. The parties shall meet (in person or virtually) within fifteen (15) days of such notice and negotiate in good faith for a period of thirty (30) days.

15.2 Binding Arbitration

If the parties are unable to resolve the Dispute through informal negotiation within thirty (30) days, either party may submit the Dispute to final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect, except as modified by this Agreement.

The arbitration shall be conducted as follows:

1. Location: The arbitration shall take place in Boston, Massachusetts, unless the parties mutually agree to another location;
2. Arbitrator: The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties or, if the parties cannot agree, selected in accordance with AAA rules;
3. Language: The arbitration shall be conducted in English;
4. Discovery: Discovery shall be limited to matters directly relevant to the Dispute and shall be conducted in accordance with the Federal Rules of Civil Procedure;
5. Award: The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction;
6. Costs: Each party shall bear its own attorneys' fees and costs, except that the arbitrator may award attorneys' fees and costs to the prevailing party if permitted by applicable law.

15.3 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information.

15.4 Class Action Waiver

THE PARTIES AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN THE PARTIES INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY LAW: (A) NO ARBITRATION OR PROCEEDING SHALL BE JOINED WITH ANY OTHER; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR RESOLVED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (C) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.

16.1 Entire Agreement

This Agreement, together with any Order Forms and exhibits, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

16.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and such invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16.3 Waiver

No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided in writing.

16.4 Assignment

Customer may not assign or transfer this Agreement without AskAI's prior written consent. AskAI may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void.

16.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, or internet service provider failures.

16.6 Notices

All notices under this Agreement shall be in writing and delivered via email or certified mail to the addresses specified in the Order Form or as updated by either party in writing.

For questions, concerns, or notices regarding these Terms of Service: