Wolfia Inc. Terms of Service

These Wolfia Terms of Service (this Agreement or MSA) are effective as of the effective date of an applicable signed order form (each, an Order Form, and such date, the Effective Date) and are by and between Wolfia Inc., a Delaware corporation with its principal place of business at 10500 Avery Club Drive Unit 6, Austin, TX 78717 (Wolfia, we, us, our), and the customer (i) set forth on the Order Form or (ii) who registers for the Services on a free trial basis (Trial Services) and accepts this Agreement (Customer). Wolfia and Customer are each a Party and together the Parties.

Order-of-Precedence. If there is any conflict between this Agreement and an Order Form, the Order Form controls. For privacy and data-protection matters, a duly executed Data Processing Addendum (DPA) controls over conflicting terms in this Agreement or any Order Form. If Customer receives Trial Services, the Free Trial Services section governs such access.

1. Services

Services means the products and services ordered by Customer from Wolfia in an Order Form referencing this Agreement, or the Trial Services made available to Customer. Services include Wolfia's AI-powered knowledge base and enterprise answer engine, related software, documentation (including docs.wolfia.com), and any related support or maintenance provided by Wolfia. Services exclude third-party products or services, even if connected to the Services via integrations. Subject to this Agreement, Wolfia will make the Services available to Customer during the Term.

2. Fees and Payment

2.1 Fees. Customer will pay the fees specified in the Order Form (Fees).

2.2 Payment; Taxes. Customer will maintain a valid payment method on file unless otherwise agreed in the Order Form. Wolfia will invoice Customer as specified in the Order Form (or, if not specified, within thirty (30) days of the Effective Date and the start of any Renewal Term). Unless otherwise stated in the Order Form, Fees are: (a) charged automatically to the payment method on file; or (b) if agreed in writing, due net thirty (30) days from invoice. Overdue amounts may result in suspension upon notice until paid. Fees exclude all taxes, levies, and duties (Taxes). Customer is responsible for Taxes, except those based on Wolfia's income, property, or employees.

2.3 Price Changes. Wolfia may change prices effective upon the start of a Renewal Term with at least 30 days' prior notice.

2.4 Discounts. Any promotional pricing or discounts stated on an Order Form may be limited in duration and may expire at renewal unless expressly stated otherwise on the Order Form.

2.5 Free Trial Services. If Customer is granted Trial Services, Wolfia will provide them from registration/approval until the earlier of: (a) the end of the stated trial period; (b) the start date of paid Services under an Order Form; or (c) termination by Wolfia in its discretion.

Trial Data Deletion. Information provided during Trial Services may be permanently deleted unless Customer executes an Order Form for the same Services or exports data before the trial ends.

Trial Disclaimer. TRIAL SERVICES ARE PROVIDED AS IS. WOLFIA PROVIDES NO WARRANTY OR INDEMNITY FOR TRIAL SERVICES AND WILL HAVE NO LIABILITY ARISING OUT OF TRIAL SERVICES, EXCEPT TO THE EXTENT THIS EXCLUSION IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE WOLFIA'S LIABILITY FOR TRIAL SERVICES WILL NOT EXCEED $100 USD. NOTWITHSTANDING ANYTHING TO THE CONTRARY, CUSTOMER IS FULLY LIABLE FOR DAMAGES ARISING FROM ITS USE OF TRIAL SERVICES, ANY BREACH OF THIS AGREEMENT, AND CUSTOMER'S INDEMNIFICATION OBLIGATIONS.

3. Term and Termination

3.1 Term and Renewal. This Agreement commences on the Effective Date and continues through the initial term specified in the Order Form (or, for Trial Services, the trial period). If the Order Form does not specify a term, the initial term is one year. Unless otherwise stated or terminated as provided here, this Agreement and the Order Form(s) automatically renew for successive terms equal to the initial term (each, a Renewal Term), unless either Party gives written notice of non-renewal at least 30 days before the end of the then-current term.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach if the breach remains uncured 10 days after written notice. Wolfia may terminate immediately upon notice if Customer breaches Section 4.5 (Prohibited Uses) or Section 4.6 (No AI Training). Non-payment of Fees 60 days after the due date is a material breach.

3.3 Effect of Termination; Survival. Upon termination or expiration, Customer's right to use the Services under the affected Order Form(s) stops and Wolfia may remove access. Unless otherwise required by law or expressly stated, Fees are non-refundable. The following survive: Sections 2 (for amounts accrued), 4.1–4.2–4.6, 5, 7.3, 8, 9, and 10.

4. Ownership, License, and Use

4.1 Ownership. Each Party retains all right, title, and interest in its intellectual property and proprietary rights. Wolfia retains all rights in the Services, underlying technology, documentation, and modifications (Services Information). Customer retains all rights in data, information, content, and materials it provides or connects (Customer Information).

4.2 Feedback. Customer may provide feedback, suggestions, or ideas (Feedback). Customer grants Wolfia a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use Feedback for any purpose. Feedback is not Customer Information or Confidential Information.

4.3 License to the Services. Subject to this Agreement and the Order Form, Wolfia grants Customer a non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Services for Customer's internal business purposes in accordance with documentation and any usage limits in the Order Form. Customer grants Wolfia a limited license during the Term to process Customer Information to provide, maintain, secure, and improve the Services for Customer.

4.4 Authorized Users. Customer may designate and provide access to the Services to its employees, agents, or authorized contractors (Authorized Users), subject to any usage limits specified in the Order Form. Customer is responsible for all use and misuse by Authorized Users and for their compliance with this Agreement. Accounts and credentials may not be shared.

4.5 Prohibited Uses. Customer and its Authorized Users will not: (a) resell, sublicense, distribute, rent, or lease the Services; (b) violate laws or third-party rights; (c) access or attempt to access the Services or related systems without authorization; (d) decompile, disassemble, or reverse engineer the Services (except to the extent prohibited restrictions are unenforceable by law); (e) upload or transmit malicious code; (f) use robots, scrapers, or similar tools except through documented APIs; (g) provide access to anyone associated with a Wolfia competitor; (h) use the Services to develop a competing product or extract information for that purpose; (i) operate a service bureau or similar arrangement; or (j) permit or encourage third parties to do any of the foregoing. Wolfia may suspend access if it reasonably suspects a breach of this Section.

4.6 No AI Training on Customer Information. Wolfia will not use Customer Information (including queries and indexed content) to train general-purpose AI/ML models offered to others without Customer's express prior written consent. Aggregated, de-identified usage data may be used to operate, secure, and improve the Services (e.g., reliability, quality), but not to train external general-purpose models.

5. Confidentiality

5.1 Definition. If the Parties have a separate mutual NDA regarding this subject matter, it controls. Otherwise, Confidential Information means non-public information disclosed by a Party (Disclosing Party) to the other (Receiving Party) that is designated confidential or reasonably should be considered confidential under the circumstances. Wolfia's Confidential Information includes the Services Information, pricing and terms of this Agreement and any Order Forms, business/marketing plans, and product/technical information. Customer's Confidential Information includes the Customer Information. Confidential Information excludes information that is: (i) publicly available without breach; (ii) known to the Receiving Party without restriction before disclosure; (iii) rightfully received from a third party without restriction; or (iv) independently developed without use of the Disclosing Party's Confidential Information. Feedback is not Confidential Information.

5.2 Protection. The Receiving Party will use the same degree of care it uses for its own similar confidential information (but no less than reasonable care), use Confidential Information only for purposes of this Agreement, and limit access to those with a need to know who are bound by protections no less stringent.

5.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information if legally compelled, provided it gives prior notice (if legally permitted) and reasonable assistance at the Disclosing Party's expense.

6. Privacy and Security

Wolfia processes personal data in accordance with its Privacy Policy at https://wolfia.com/privacy and its Security Statement/Trust Center at https://trust.wolfia.com/ (including the current subprocessor list). Where the Services involve Wolfia processing personal data on Customer's behalf, the Parties may enter into a Data Processing Addendum (DPA). In the event of conflict, the DPA controls for privacy and data-protection matters.

7. Representations, Warranties, and Disclaimers

7.1 Authority. Each Party represents it has the legal power and authority to enter into this Agreement.

7.2 Wolfia Warranties. During the applicable Term, Wolfia warrants that: (a) the Services will perform materially in accordance with the applicable documentation; and (b) the Security Statement/Trust Center accurately describes in all material respects Wolfia's safeguards for Customer Information processed by the Services. Customer's exclusive remedy for breach of this Section 7.2 is as set forth in Section 3.2 (Termination for Cause) and any applicable refund terms.

7.3 Disclaimers. EXCEPT FOR THE LIMITED WARRANTIES ABOVE, THE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE. WOLFIA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WOLFIA DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR THAT THE SERVICES ARE FREE OF MALICIOUS CODE. CUSTOMER ACKNOWLEDGES NETWORKS AND THE INTERNET MAY INTRODUCE DELAYS, FAILURES, OR OTHER ISSUES OUTSIDE WOLFIA'S CONTROL.

8. Indemnification

8.1 By Wolfia. Wolfia will defend Customer against any third-party claim alleging that Customer's permitted use of the Services infringes or misappropriates a third party's U.S. patent, copyright, trademark, or trade secret, and will indemnify Customer for damages, costs, and attorneys' fees finally awarded against Customer (or settlement amounts approved by Wolfia). If the Services are or are likely to be the subject of a claim, Wolfia may: (i) procure continued use; (ii) modify or replace the Services to be non-infringing without materially reducing functionality; or (iii) terminate the affected subscription(s) and refund prepaid Fees for the remaining term. Wolfia has no obligation for claims caused by: (x) combination with non-Wolfia products or data; (y) modifications not made by Wolfia; (z) use in breach of this Agreement; or (aa) use of Trial Services. This Section states Wolfia's sole liability and Customer's exclusive remedy for IP claims.

8.2 By Customer. Customer will defend Wolfia against any claim arising from: (a) Customer's or its Authorized Users' breach of Section 4.5 or applicable law; or (b) Customer Information (including alleged infringement, misappropriation, or violation of law), and will indemnify Wolfia for damages, costs, and attorneys' fees finally awarded (or settlement amounts approved by Customer).

8.3 Procedure. The indemnified Party must promptly notify the indemnifying Party, grant sole control of the defense/settlement, and provide reasonable assistance at the indemnifying Party's expense.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO WOLFIA UNDER THE APPLICABLE ORDER FORM(S) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

THE ABOVE LIMITATIONS DO NOT APPLY TO: (A) CUSTOMER'S PAYMENT OBLIGATIONS; (B) DEATH OR BODILY INJURY CAUSED BY A PARTY'S NEGLIGENCE; OR (C) A PARTY'S WILLFUL MISCONDUCT OR FRAUD. LIABILITY FOR TRIAL SERVICES IS LIMITED AS SET FORTH IN SECTION 2.5.

10. Miscellaneous

10.1 Entire Agreement; DPA Precedence. This Agreement, together with any Order Forms, the Privacy Policy, and the Security Statement/Trust Center, constitutes the entire agreement on this subject and supersedes prior or contemporaneous understandings. Where a DPA is in place, the DPA controls for privacy and data-protection matters. No modification is effective unless in writing and signed by the Party against whom it is asserted (email may suffice if expressly stated).

10.2 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except either Party may assign it in its entirety (including all Order Forms), without consent, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all assets, provided the assignee agrees in writing to be bound by this Agreement and is not a direct competitor of the non-assigning Party. Any prohibited assignment is void.

10.3 Severability. If any provision is held contrary to law, it will be modified to achieve the original intent to the maximum extent permitted, and the remainder will remain in effect.

10.4 Relationship. The Parties are independent contractors; no partnership, joint venture, agency, or fiduciary relationship is created.

10.5 Notices. Notices must be in writing and are deemed given when: (a) received, if personally delivered; (b) received/confirmed, if sent by email; (c) the next business day, if sent by recognized overnight courier; or (d) received, if sent by certified/registered mail. Notices to Wolfia: legal@wolfia.com and Wolfia Inc., Attn: Legal, 10500 Avery Club Drive Unit 6, Austin, TX 78717. Notices to Customer: to the contacts in the Order Form or account.

10.6 Governing Law; Venue. This Agreement is governed by the laws of the State of Delaware, without regard to conflicts rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, and waive any objection to jurisdiction and venue in such courts.

10.7 Export. Customer will comply with applicable export and sanctions laws (including U.S. EAR and OFAC). Customer represents it is not on a denied or restricted list and will not permit access from embargoed jurisdictions.

10.8 Anti-Corruption. No improper payments may be offered, given, solicited, or received. Report concerns to legal@wolfia.com.

10.9 Publicity. With Customer's prior written consent (email sufficient), Wolfia may identify Customer as a customer and use Customer's name and logo in customer lists and marketing materials. Any case study or press release requires mutual written approval.

10.10 Amendments by Posting. Wolfia may amend this Agreement by posting an updated version at https://wolfia.com/terms and providing at least ten (10) days' prior notice (email to the account admin sufficient). Continued use after the effective date constitutes acceptance. If Customer objects, Customer may terminate effective as of the amendment date by written notice before that date.