Terms of Use

This page contains three separate sets of terms. Each Part applies only to the subject matter identified in it:

Part 1 - Darrow Website Terms of Use

Welcome to www.darrow.ai (together with any related websites, the “Site”). The Site is owned and operated by Darrow AI Inc. and Darrow AI Ltd. and their affiliated companies (together - “Darrow”, “We”). Please read these Terms of Use (“Terms”) carefully before using the Site. By accessing or using the Site or any of the content on the Site you agree to be legally bound by these Terms, including but not limited to Darrow’s Privacy Policy, as amended from time to time.

Do not use the Site if you do not agree to the Terms or if your jurisdiction will not honor them.

References to “you” mean the “user” individually, unless otherwise stated on the Site or in these Terms. You hereby represent that after reading and understanding these Terms, you agree to these Terms. Persons under 18 years of age are not authorized to use the Site.

We strongly urge you to read these Terms and make sure that you fully understand and agree to them. If you do not agree to these Terms, please discontinue and avoid using our Services. You have the right to cease using our Services at any time, pursuant to these Terms. You are not legally required to provide us with any personal data, but without it we will not be able to provide you with the best experience of using our Services.

01. Terms of Use

These Terms do not govern the use of the platforms available via the Site and\or any other services provided by Darrow only to registered users, including the products addressed in Parts 2 and 3 below (the “Service”). If you are accessing or using the Service, then your use of the Service is subject to the applicable product-specific terms set out below or any agreement separately signed between you and Darrow that governs the use of the Service. Until product-specific terms are published for a Service, these Terms shall govern its use.

02. Limited License

The Site may contain HTML, applications, messages, texts, files, images, photos, videos, sounds, software, code, scripts, logos, trademarks and service marks, data and FAQs and other content of Darrow or its licensors (“Content”). The Site is protected by copyright, trademark, trade secret and other laws; and as between you and Darrow, Darrow owns and retains all rights in the Site and the Content, and any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing.

Darrow hereby grants to you a limited, revocable, non-sublicensable license to use the Site and the Services solely for your personal, non-commercial use, and subject to these Terms. Except as expressly permitted by Darrow, you shall not copy, download, stream, capture, reproduce, duplicate, archive, upload, modify, translate, create derivative works based upon, publish, broadcast, transmit, retransmit, distribute, perform, display, sell or otherwise use or transfer any Content.

03. Trademarks

The trademarks, logos and service marks, whether registered or not, displayed on the Site (“Marks”) are the property of Darrow or other third parties. You are not permitted to use these Marks without the prior written consent of Darrow or such third party.

Company names, logos and other marks displayed are the property of their respective owners. Darrow uses them solely to identify the companies and law firms that are the subject of each signal published in Darrow Markets. Darrow is not affiliated with, sponsored by, endorsed by, or otherwise connected to any company or firm identified in Darrow Markets, and nothing in Darrow Markets should be read to suggest otherwise. Darrow claims no rights in any third-party mark. A trademark owner who wishes to have its logo removed from Darrow Markets may contact legal@darrow.ai, and Darrow will remove it promptly.

04. Email Marketing

By consenting to Darrow’s email marketing services on the Site or subscribing via our subscription tools, you agree to receive email notifications, marketing and/or transactional offers. The Message frequency may vary from time to time.

If you wish to unsubscribe from receiving email marketing messages and notifications, you may notify us at any time by sending an email to: contact@darrow.ai or by clicking on the ‘unsubscribe’ link in such message (the “Unsubscribe Request”). Please note that, once we receive your request, it may take an additional period of time for the Unsubscribe Request to become effective. For any questions, please contact us at: contact@darrow.ai for more information.

To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the service, any errors in such information, and/or any action you may or may not take in reliance on the information or service.

05. Third-Party Services

The Site may make available, or third parties may provide, links to other websites, applications, resources, advertisements, content or other products or services created, hosted or made available by third parties (“Third-Party Services”), and such third parties may use other third parties to provide portions of the Third-Party Service to you. When you access or use a Third-Party Service, you are interacting only with the applicable third party, and you do so at your own risk. Darrow is not responsible for, and makes no warranties, express or implied, as to the Third-Party Services or the providers of such Third-Party Services, including, without limitation, the accuracy or completeness of the information provided by such Third-Party Service or the privacy practices of any third party. Your right to use the Third-Party Services is subject to any applicable acknowledgement and license terms of the Third-Party Services providers.

06. Privacy Policy

Darrow will use any personal information that it may collect or obtain in connection with the Site in accordance with Darrow’s Privacy Policy currently available at www.darrow.ai/privacy-policy (“Privacy Policy”). You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.

07. Use Restrictions

Your failure to comply with the provisions set forth in this Section 7, may result in the termination or suspension of your access to the Site (at Darrow’s sole discretion) and may also expose you to civil and/or criminal liability.

You agree not to, whether by yourself or anyone on your behalf: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Site; (ii) use the Site in connection with any spam, unsolicited mail, harassment, wire fraud or similar conduct; (iii) interfere with or violate any other user or other third party’s right to privacy or other rights including intellectual property rights, or harvest or collect personally identifiable information about any users of the Site without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (iv) transmit or otherwise make available in connection with the Site any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (v) interfere with or disrupt the operation of the Site, or the servers or networks that host the Site, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (vi) sell, license, or exploit for any commercial purposes any use of or access to the Site; (vii) frame or mirror any parts of the Site without Darrow’s prior express written authorization; (viii) create a database by systematically downloading and storing all or any of the content from the Site; (ix) impersonate any person or entity or provide false or misleading personal information; and (x) use the Site for any illegal, immoral or unauthorized purpose; (xi) use the Site in violation of any governmental laws, rules, regulations or orders that are applicable to your use of the Site.

08. Acceptable Use

Access to and use of password protected and/or secure areas of the Site are restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Site, or individuals/users attempting to access areas of the Site that they do not have rights of access to, may be subject to prosecution. You agree that you will not use the Site (a) in furtherance of or with intent to commit any fraudulent or other illegal activities, or otherwise in violation of any applicable law, regulation, legal agreement or Darrow’s published policies; or (b) in a manner that is abusive of Darrow’s programs or other information on the Site.

09. Indemnification

You agree to indemnify, defend and hold harmless Darrow, its affiliates and their respective employees, contractors, agents, officers and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt or expenses (including without limitation attorneys’ fees) arising out of or related to any claim, suit, action or proceeding by a third party arising out of or relating to your use of the Site or breach of these Terms.

10. Limitation of Liability

Darrow assumes no responsibility for the accuracy of the information on the Site. Darrow may change all Content, functionality and Services mentioned on the Site at any time without notice, in its sole discretion. Mention of non-Darrow products or services is for information purposes only and constitutes neither an endorsement nor a recommendation.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (a) IN NO EVENT SHALL DARROW, ITS AFFILIATES OR THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THE SITE.

11. Disclaimers

THE SITE AND ALL CONTENT AND OTHER ITEMS MADE AVAILABLE BY DARROW ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. DARROW ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES OR INACCURACIES OF DATA OR INFORMATION POSTED, DISPLAYED, PUBLISHED OR MADE AVAILABLE FOR USE OR DOWNLOAD ON THE SITE, (ii) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, EVEN IF DARROW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR USE OF THE SITE AND THE CONTENT, OR ANY PART THEREOF, IS MADE SOLELY AT YOUR OWN RISK AND RESPONSIBILITY.

12. Termination and Monitoring

If you violate these Terms, Darrow may suspend or terminate your use of the Site. Darrow’s right to suspend or terminate your use of Site applies even if a breach is committed unintentionally or without your authorization if Darrow believes that suspension or termination is necessary to ensure compliance with applicable laws or to protect the rights, safety, privacy, security or property of Darrow, its customers or third parties.

Darrow reserves the right, but does not assume the obligation, to investigate any violation of these Terms or misuse of the Site.

13. Modifications

Darrow may modify these Terms at any time by posting a revised version on the Site. By accessing the Site, you agree to the latest version of these Terms. IF YOU DO NOT WANT TO BE BOUND BY AN AMENDED VERSION, DO NOT USE THE SITE AND CEASE ALL USE OF THE CONTENT, ANY SERVICES OR ASSISTANCE.

14. Governing Law

These Terms will be exclusively interpreted, construed and enforced in all respects in accordance with the laws of the State of Delaware, without reference to its choice of law principles. Any legal action or proceeding arising under or relating to these Terms shall be brought exclusively in the state or federal courts located in the State of Delaware, and no other court anywhere else.

15. Miscellaneous

In the event any information posted on the Site from time-to-time conflicts with any provision of these Terms, the applicable provision of these Terms shall prevail. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Darrow. You may not assign, transfer or sublicense all or any of your rights or obligations under these Terms without Darrow’s express prior written consent. Darrow may assign, transfer or sublicense all or any of Darrow’s rights or obligations under these Terms without restriction. The failure of Darrow to exercise or enforce any condition, term or provision of these Terms will not operate as a waiver of such condition, term or provision. Any waiver by Darrow of any condition, term or provision of these Terms shall not be construed as a waiver of any other condition, term or provision. If any provision of these Terms is held invalid or unenforceable, the remainder of these Terms shall continue in full force and effect. Darrow will not be responsible for failures to fulfill any obligations due to causes beyond its control.

16. Contact

Please contact Darrow at legal@darrow.ai with any questions regarding these Terms.

Part 2 - Torch Terms of Service

Scope of this Part 2. This Part 2 applies solely to the Torch web-browser add-on and the related subscription services described in Section 1.1 below. It does not govern access to or use of the Site, which is governed by the Darrow Website Terms of Use set out in Part 1, or any other Darrow product or service, including the Drug Intelligence and Medical Device Intelligence services addressed in Part 3. Capitalized terms used in this Part 2 have the meanings given to them in this Part 2 only. Terms defined in Part 1 or Part 3 (including “Terms,” “Service,” “Services,” “Content,” “Third-Party Services” and “Darrow”) do not apply to, and shall not be used to interpret, this Part 2. To the extent of any conflict between Part 1 and this Part 2 with respect to the Torch Service, this Part 2 shall prevail.

These Torch Terms of Service, as amended from time to time, together with any other terms, agreements and policies referenced herein (which constitute an integral part hereof) (these “Torch Terms”) constitute a legally binding agreement between Darrow AI Inc. (the “Company”) and the customer executing or otherwise accepting the on-line subscription form which refers to these Torch Terms (respectively, the “Customer” and the “Order Form”). The Torch Terms govern the manner in which the Customer may install, integrate, use and access the Torch Service (as defined below) in a subscription-based model. The use of the Torch Service shall be deemed acceptance of these Torch Terms.

01. The Torch Service

1.1. The Torch Service.

The Company’s web-browser add-on known as “Torch” performs analysis of anything displayed in the Customer’s web-browser, including without limitations, webpages, images and documents and provides additional content based on such analysis, all as further described on Company’s website and documentation (the “Torch Service”). The Torch Service is a browser add-on installed on the Customer’s device, which interacts with the Company’s cloud environment, and is made available to the Customer on a Software-as-a-Service subscription based model.

1.2. Subscription Scope.

Customer may access and use the Torch Service, solely for Customer’s own personal use (the “Purpose”). The right to install, use and access the Torch Service, is granted solely to the Customer and is limited, non-transferable, non-exclusive, non-assignable and non-sub-licensable. The Torch Service may only be used by individuals who: (i) can form legally binding contracts under applicable law, and (ii) are authorized to use the Torch Service pursuant to Customer’s procedures and policies (if any) (each, an “Authorized User”).

1.3. Modification or Discontinuation of the Torch Service.

The Company may change or update the Torch Service at any time, including the availability of any feature, content or database, and may impose limitations or restrictions on certain features and services or on the access to the Torch Service (or any part thereof), without notice or liability, unless the Company considers certain change to be material. In case of a material change, the Company will notify Customer by posting an announcement on the Company’s website, through the Torch Service or by email. Furthermore, the Company may offer alternative or additional features to certain Customers, that may not be offered to others.

02. Trial Services; Pre-Released Services

2.1. Trial Services.

The Company may offer, from time to time, some or all of the Torch Service on free trial versions (“Trial Services”). The term of the Trial Services shall be as set forth in the Order Form, unless modified or terminated earlier by either party, for any reason or for no reason. The Company reserves the right to modify, cancel and/or limit the Trial Services at any time and without liability, at its sole discretion and without the need for a written notice.

2.2. Pre-Released Services.

The Company may offer, from time to time, certain features or versions of the Torch Service in alpha or beta versions (the “Pre-Released Services”) and will use best endeavors to identify the Pre-Released Services as such. Pre-Released Services are services that are still under development, and as such they may be incomplete, may contain bugs, suffer disruptions and not operate as intended and designated, more than usual.

2.3. Governing Terms of Trial Services and Pre-Released Services.

The Trial Services and Pre-Released Services are governed by these Torch Terms, provided that notwithstanding anything in these Torch Terms or elsewhere to the contrary, in respect of Trial Services and Pre-Released Services (i) Trial Services and Pre-Released Services are licensed hereunder on an “As-Is” “As Available” basis, with no warranties, express or implied, of any kind; (ii) the indemnity undertakings by the Company set forth in Section 14.1 herein shall not apply; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF COMPANY, ITS AFFILIATES OR ITS THIRD-PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TORCH TERMS, EXCEED US $50. The Company makes no promises that any Trial Services and/or Pre-Released Services will be made available to the Customer and/or generally available.

03. Registration to the Torch Service

Customer shall register and create an account to access the management features of the Torch Service (the “Torch Account”). Customer shall provide the Company with accurate, complete, and updated registration information. Customer is solely responsible for the content and any activity that occurs in the Torch Account. Customer shall: (a) not allow anyone else to access and use the Torch Account; (b) keep all Torch Account credentials and access measures secure at all times; and (c) promptly notify the Company in writing if Customer becomes aware of any unauthorized access or use of the Torch Account.

04. Customer’s Obligations

4.1. Infrastructure.

Customer is solely responsible for obtaining, maintaining and operating the Customer’s workstations, computers, smartphones and other devices, and any related equipment, hardware, software, backup systems, security systems and measures, licenses and ancillary services (the “Customer’s Infrastructure”) necessary to access and use the Torch Service. Customer shall be solely responsible and liable for any fees charged by third parties in connection with the Customer’s Infrastructure. Customer shall be solely responsible for procuring and maintaining its network connections and communications links, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet. Company shall have no responsibility or obligation in connection with the above. Company is not responsible for any delays, delivery failures, or any other loss or damage resulting from the hosting, storage or transfer of software or data over communications networks and facilities, including the internet, and to the performance of any third-party communication, hosting or storage provider, and the Customer acknowledges that the Torch Service may be subject to interruptions, limitations, delays and other risks associated with the use of such hosting, storage and communications facilities.

4.2. Webpage Access.

While using the Torch Service, the Torch Service will process webpages displayed on the Customer’s web-browser, on the Customer’s behalf, in order to provide additional value-added content and allow the Customer to make queries related to such webpages. The Customer is solely responsible and liable to (i) use the Torch Service only to process such web pages which the Customer is legally entitled to access, view and process, whether by a paid subscription or by being open to the public; and (ii) shut-down the Torch Service in case the Customer does not want the Torch Service to process the displayed webpage. The Company may block certain websites which are irrelevant for the Torch Service or contain content which the Company wishes not to process, at the Company’s sole discretion.

05. Customer Data

5.1. Customer Data.

While using the Torch Service, certain information, content and data which the Customer interacts with through the browser, may be uploaded or transferred to the Torch Service to be processed by the Torch Service on the Customer’s behalf (the “Customer Data”). As between the Customer and the Company, and to the extent permitted by applicable law, all rights in the Customer Data shall remain with Customer. Customer hereby grants the Company and its Sub-processors (as defined below) an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to access, use, process, copy, download, store, distribute, create derivative works, and display the Customer Data, for the purpose of maintaining, developing including training foundation models and providing the Torch Service and as required to resolve technical and security problems or otherwise as permitted by these Torch Terms or in writing by Customer.

5.2. Customer Data Representations and Warranties.

Customer represents and warrants that (i) Customer owns or has all the necessary licenses, rights, consents, approvals, permissions, power and authority, necessary to grant the Company the aforementioned right and license and to authorize the Company and its Sub-processors to access, use, process, copy, download, store, distribute and display the Customer Data, without infringing or violating any copyrights, privacy rights, publicity rights, trademarks or any other contractual, intellectual property or proprietary of any third party; (ii) any Customer Data and any use thereof do not and shall not violate any applicable laws, including those related to data privacy or data transfer and export or any policies and terms governing such Customer Data; and (iii) no sensitive data that is protected under a special legislation and requires unique treatment (such as protected health information or credit, debit or other payment card data) will be inserted by Customer to the Torch Service (e.g. during correspondence with the Torch Service chatbot).

5.3.

Other than Company’s security and data protection obligations expressly set forth in Section 7 herein, Company assumes no responsibility or liability for Customer Data, and Customer will be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that the Company shall not be responsible for monitoring and/or moderating the Customer Data to verify Customer’s compliance with its obligations and there shall be no claim against the Company for not acting so. The Customer shall indemnify and hold harmless the Company or anyone on its behalf from any liability, cost, damage and expense (including reasonable legal fees) caused in connection with the Customer Data.

06. Intellectual Property and Right to Use

6.1. Company Intellectual Property.

All right, title and interest in the Torch Service, including without limitation, any content, materials, software, know-how, data files, documentation, code, SDK, API, interfaces, design, text, media, methodologies, artwork, names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any updates, new versions, modifications, improvements, developments or derivatives thereof, belong to the Company and its licensors (including if such improvements and developments are created as a result of processing the Customer Data). These Torch Terms do not convey to the Customer any interest in or to the Torch Service, except for a limited right of use as set forth herein, terminable in accordance with these Torch Terms.

6.2. Prohibited Use.

Customer may not, and may not permit or aid others to: (i) use the Torch Service for any purpose other than the Purpose; (ii) copy, modify, alter, translate, emulate, create derivative works based on, or reproduce the Torch Service; (iii) give, publish, sell, distribute, assign, pledge or transfer (by any means), display, sublicense, rent, lease or otherwise share the rights granted under these Torch Terms to any third party, or use the Torch Service in any service bureau arrangement; (iv) reverse engineer, de-compile, decrypt, revise or disassemble the Torch Service or any part thereof, or extract source code from the object code of the Torch Service; (v) access or use the Torch Service in order to build a competing product or service or for benchmarking purposes; (vi) bypass any measures the Company may use to prevent or restrict access to the Torch Service, and/or take any action intended to circumvent or disable the operation of any security feature or measure of the Torch Service; (vii) access the Torch Service or Company’s systems via any means other than through the interface provided by the Company, or via automated means, including by crawling, scraping, caching or otherwise; (viii) use the Torch Service in any manner that is illegal or not authorized by these Torch Terms; (ix) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or Company’s service providers’) infrastructure; (x) interfere or attempt to interfere with the integrity or proper working of the Torch Service; (xi) remove, deface, obscure, or alter Company’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Torch Service; or (xii) provide any third party access to the Torch Service; or (xiii) use the Torch Service in connection with any high-risk, hazardous environments requiring fail-safe performance, including, without limitation in the operation of aircraft systems, air traffic control, nuclear facilities, weapon systems, or any other application in which the failure of the Torch Service could lead to severe physical or environmental damage. Customer will be solely and fully liable for any acts, omissions, or violation of these Torch Terms and to any losses, damages, liability and expenses incurred by Company or a third party due to any unauthorized use of the Torch Service by the Customer or third party on behalf of the Customer.

6.3. Feedback.

Customer shall notify the Company of any and all design or functional errors, anomalies, and problems associated with the Torch Service discovered or brought to its attention, and may provide the Company suggestions, comments or any other feedback regarding the Torch Service (the “Feedback”). Any such Feedback shall become the Company’s property and the Company may use any Feedback at its sole discretion, free from any right of the Customer or any third party and without any obligation towards Customer. Customer hereby assigns to Company all right, title, and interest worldwide in the Feedback and any intellectual property rights related thereto, and explicitly and irrevocably waives any and all claims associated therewith. Customer shall not provide the Company with any Feedback which infringes any third-party’s right.

6.4. Intellectual Property Infringements.

In the event that the Company believes that the Torch Service, or any part thereof, may infringe intellectual property rights of third parties, then the Company may, in its sole discretion: (i) obtain (at no additional cost to Customer) the right to continue to use the Torch Service; (ii) replace or modify the allegedly infringing part of the Torch Service so that it becomes non-infringing while giving substantially equivalent performance; or (iii) if the Company determines that the foregoing remedies are not reasonably available, then the Company may require that use of the (allegedly) infringing Torch Service (or part thereof) shall cease and in such an event Customer shall receive a prorated refund of any Fees paid for the unused portion of the Subscription Term.

07. Privacy and Security

7.1. Privacy Policy.

Customer acknowledges and agrees that the use of the Torch Service by the Customer and its Authorized Users is governed by the Company’s Privacy Policy available at www.darrow.ai/privacy-policy (the “Privacy Policy,” being the same privacy policy referenced in Part 1), which is deemed an integral part of these Torch Terms. Company shall maintain reasonable technical and organizational measures for protection of personal data in accordance with the Privacy Policy.

7.2. Anonymous Information.

The Company may collect, monitor and freely use Anonymous Information (as defined below), inter alia to provide, develop, maintain, improve, demonstrate and market the Torch Service. “Anonymous Information” means information about the use of the Torch Service which does not enable identification of an individual, such as aggregated data, metadata and analytic information. Anonymous Information shall not be considered Customer’s Confidential Information.

7.3. Security.

Company agrees, during the Subscription Term, to implement reasonable industry-standard, technical, and organizational security measures to protect Customer Data.

08. Third-Party Software and Services

8.1. Sub-processors.

Customer acknowledges that the Torch Service is hosted and made available by certain sub-processors of the Company (the “Sub-processors”).

8.2. Free Software.

The Torch Service includes third-party “open source” or “Free Software” components that are subject to third-party terms and conditions (“Third-Party Components”). If there is a conflict between any Third-Party Components and the terms of these Torch Terms, then the Third-Party Components shall prevail, but solely in connection with the related third-party component. The Company represents and warrants that it is in compliance with the notice and attribution aspects of the Third-Party Components. The license terms, copyright notices and available source code with respect to each Third-Party Component, will be provided by the Company upon request.

8.3. AI Features.

The Torch Service incorporates generative artificial intelligence and large language model services or features and relies on various third-party data sources (the “AI Features”). Part of the AI Features are currently provided in reliance on artificial intelligence technology and third-party data sources provided by the third-parties including Anthropic (Claude) and OpenAI (the “AI Service Providers”). Company reserves the right to use different AI Service Providers at any time without providing prior notice. The Customer understands and acknowledges that the AI Features are mandatory and are integrated by default to the Torch Service. Customer’s use of AI Features is also governed by the AI Service Providers terms linked from the AI Service Providers list above (the “AI Terms”). BY USING THE TORCH SERVICE, THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE AI TERMS. If Customer does not agree to AI Terms, or to any current or future AI Service Provider, its sole remedy is to cease its use of the Torch Service. The use of the AI Features is subject to the Customer’s compliance with any and all applicable laws, the terms herein and the AI Terms. Customer acknowledges that the use of generative AI involves various uncertainties related to the output of such services, including, without limitation, with respect to content quality and accuracy, legality, non-infringement, security, intellectual property and compliance. The Company has no control of the output of such AI Features, and provides no warranty or liability with respect to such output, including, without limitation, its accuracy and completeness. CUSTOMER ACKNOWLEDGES THAT THE TORCH SERVICE IS NOT A SUBSTITUTE FOR LEGAL ADVICE, LEGAL RESEARCH AND INDEPENDENT REVIEW. COMPANY SHALL NOT BE LIABLE FOR THE PERFORMANCE OF THE AI FEATURES AND DOES NOT GUARANTEE THE ACCURACY OR RELIABILITY OF ANY OUTPUT OF ANY AI FEATURE. THE CUSTOMER IS RESPONSIBLE FOR EVALUATING THE RESULTS OF ITS USE OF THE AI FEATURES.

8.4. Third-Party Applications.

The Torch Service enables integration with certain third-party software, platforms or tools (“Third-Party Applications”) as set forth in Company’s documentation or within the Torch Service. Customer acknowledges and agrees that regardless of the manner in which such Third-Party Applications may be presented or offered to Customer, Company does not endorse any such Third-Party Applications or shall be in any way responsible or liable with respect to any such Third-Party Applications. BY ACCESSING, CONNECTING, INTEGRATING AND/OR USING THE THIRD-PARTY APPLICATIONS, CUSTOMER ACKNOWLEDGES THAT ITS ACCESS AND USE OF THE THIRD-PARTY APPLICATIONS ARE AT ITS SOLE DISCRETION AND RISK, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD-PARTY APPLICATIONS ARE IN COMPLIANCE WITH CUSTOMER’S REQUIREMENTS AND ANY APPLICABLE LAW OR REGULATION. IN ADDITION, THE CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT THE TERMS OF USE OF SUCH THIRD-PARTY APPLICATIONS ALLOW INTEGRATION WITH THE TORCH SERVICE AS CONTEMPLATED HEREIN. COMPANY BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY LINKS OR THIRD-PARTY APPLICATIONS, INCLUDING WITHOUT LIMITATION, SUCH THIRD-PARTY APPLICATIONS’ SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMISSIONS BY THIRD PARTIES.

09. Subscription; Payments

9.1. Subscription Term and Fees.

The Torch Service is provided on a subscription basis for the term specified in Customer’s Order Form (the “Subscription” and the “Subscription Term”). During the Subscription Term Customer shall pay the Company the applicable fees set forth in the Order Form(s) (the “Fees”). Unless expressly indicated otherwise, Fees are stated in US dollars. Customer hereby authorizes the Company, either directly or through the Company’s payment processing services, to charge the Fees via Customer’s selected payment method, upon the due date. Unless expressly set forth herein, the Fees are non-cancelable and non-refundable. The Company reserves the right to change the Fees at any time, upon notice to Customer, provided that any increase shall only become effective upon the end of the then-applicable Subscription Term. The Fees may apply to certain quantities or usage limitations, and in case of excessive use, overage fee may apply, as provided in the Order Form(s).

9.2. Subscription Auto-Renewal.

In order to ensure that Customer will not experience any interruption or loss of services, Customer’s Subscription shall automatically renew by default, unless canceled by either the Company or the Customer at least 30 days prior to its expiration, for a renewal period equal in time to the original Subscription Term (excluding any renewal period) at the then applicable Fees.

9.3. Taxes.

The Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties (the “Taxes”), except for income tax imposed on the Company. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to the Company, Customer shall promptly notify the Company in writing and the Company shall make reasonable efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax shall be “grossed up” and added on top of the Fees payable by Customer.

9.4. Payment Terms.

The Fees set forth in each Order Form are final. Customer shall pay each invoice according to the payment terms set forth in the Order Form. Unless otherwise set forth in the Order Form, the Fees shall be paid annually, in advance, upon receipt of an invoice. All Fees are non-cancelable and non-refundable, unless required otherwise by mandatory law. Delinquent payments may bear compounded interest, as of the payment due date and until paid in full, at a rate equal to the lower of: (i) 1.5% per month, or (ii) the highest rate permitted by law. The aforesaid shall not derogate from any other right or remedy to which the Company may be entitled. Customer will be responsible for all reasonable expenses (including reasonable attorneys’ fees) incurred by the Company in collecting any payment. The Torch Service shall be made available to Customer for the applicable Subscription Term only following receipt by the Company of the amounts due by Customer. Payment in installments shall not imply that the Customer may terminate the Subscription during the Subscription Term prior to the payment of any installment.

9.5. Credit Card.

Credit card details may be needed to complete an order, and the Torch Service will be available to Customer following successful completion of billing. Customer will be notified accordingly. Customer authorizes the Company to continue to charge its credit card or any replacement card upon the beginning of each billing period for the agreed amount of such period, but failure to charge Customer’s card does not derogate from Customer’s payment obligation.

10. Termination

10.1. Termination for Cause.

A breach of obligations by either party hereto which is not cured within 10 days from receiving notice thereof, shall entitle the non-breaching party to immediately terminate these Torch Terms by written notice. Notwithstanding, if a party files for petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes or becomes subject to any action in furtherance of any of the foregoing, the other party will be entitled to terminate these Torch Terms immediately by written notice.

10.2. Termination or Suspension by Company.

Company may terminate or suspend Customer’s use of and access to the Torch Service (or any part thereof) immediately, without prior notice or liability, in each of the following events: (i) the Company believes, in its sole discretion, that Customer or any third party is using the Torch Service in a manner that may impose a security risk, may cause harm to the Company or any third party, and/or may create any liability to the Company or any third party; (ii) if the Company believes, in its sole discretion, that Customer or any third party is using the Torch Service in breach of these Torch Terms or applicable laws; or (iii) if the Company is unable to charge the Fees through Customer’s approved payment means or if any payment is or is likely to become overdue. The aforementioned rights are in addition to any rights and remedies that may be available to the Company in accordance with these Torch Terms and/or under any applicable law.

10.3. Termination by Customer.

Customer may terminate its Subscription to the Torch Service by cancelling its Subscription, whereby termination will take effect at the end of the then-current Subscription Term and shall not derogate from Customer’s obligation to pay the applicable Fees for the Subscription Term.

10.4. Effect of Termination.

Unless expressly indicated otherwise in these Torch Terms, the termination or expiration of these Torch Terms shall not relieve Customer from its obligation to pay due Fees. Upon termination or expiration of these Torch Terms, Customer’s Subscription and all rights granted to Customer hereunder shall terminate, and Customer shall cease to have access to the Torch Service and any Customer Data and shall remove any Torch Service components from Customer’s systems. Customer is solely responsible to export all available Customer Data prior to such termination or expiration, and following termination or expiration, the Company may delete the Customer Data without retaining any copy thereof. In addition, Customer shall return or destroy, at Company’s choice, Company’s Confidential Information (as defined below) then in Customer’s possession and Customer shall have no claim against the Company in this regard.

10.5. Survival.

All the provisions of these Torch Terms which by their nature should survive termination (including, without limitation, confidentiality, ownership and intellectual property, warranty disclaimers, limitations of liability and indemnification) shall remain in full force and effect following termination thereof, for any reason whatsoever. Termination of these Torch Terms shall not relieve Customer from any obligation arising or accruing prior to such termination or limit any liability which Customer otherwise may have to the Company or third parties.

11. Confidentiality

11.1. Confidential Information.

For purposes of these Torch Terms, the term “Confidential Information” shall mean any and all non-public business, product, technology and marketing data and information, whether written, oral or in any other medium disclosed or otherwise provided by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include any information which the Receiving Party can prove: (a) is publicly available at the time of disclosure or subsequently becomes publicly available through no act or omission of the Receiving Party in breach of these Torch Terms; (b) is already known to the Receiving Party at the time of disclosure; (c) is disclosed to the Receiving Party free from confidentiality obligations by a third party who is not, to the knowledge of the Receiving Party, in breach of an obligation of confidentiality; or (d) was or is independently developed by the Receiving Party without use of or reliance upon the Confidential Information.

11.2. Confidentiality Obligations.

Receiving Party undertakes and warrants that: (i) it shall hold the Confidential Information of Disclosing Party in confidence and shall take all reasonable steps to safeguard and protect the Confidential Information including, without limitation, those steps that it takes to protect its own Confidential Information of a similar nature; (ii) it shall not disclose or otherwise provide any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to those of its employees who have a need to know such Confidential Information for the purpose of fulfilling these Torch Terms and provided that such employees are bound by written confidentiality obligations which are at least as restrictive as those contained herein; (iii) it shall not copy or use the Confidential Information for any purpose except to the extent required to perform its obligations, or exercise its rights, hereunder, whilst maintaining the Disclosing Party’s interests; and (iv) if the Receiving Party is requested or legally compelled to disclose any Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, the Receiving Party shall make best efforts to provide the Disclosing Party prompt notice thereof, and, at the request and expense of the Disclosing Party, uses reasonable efforts to limit such disclosure to the extent requested. Receiving party’s obligations with respect to Confidential Information shall expire five (5) years from the date of termination or expiration of the last Subscription Term, unless under applicable law a longer period of protection applies.

11.3. Right to Disclose.

Company reserves the right to access, read, preserve, and disclose any information that it obtains in connection with the Torch Service as the Company reasonably believes necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Torch Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to Customer’s support requests, and/or (v) protect the rights, property or safety of the Company, its users or the public.

12. Warranty and Disclaimer

12.1. THE TORCH SERVICE, AND ANY RELATED SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY, COMPATIBILITY, OR NON-INFRINGEMENT. THE COMPANY MAKES NO GUARANTEE THAT THE CONTENT, SUGGESTIONS, OR INSIGHTS GENERATED BY THE TORCH SERVICE WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR THE CUSTOMER’S USE CASE, INDUSTRY, OR JURISDICTION. THE COMPANY SHALL NOT BE LIABLE FOR ANY MISSING, INACCURATE OR INCOMPLETE INFORMATION, NOR FOR ANY ACTIONS TAKEN OR NOT TAKEN IN RELIANCE ON THE TORCH SERVICE.

12.2. CUSTOMER ACKNOWLEDGES THAT USE OF THE TORCH SERVICE IS AT ITS SOLE RISK, AND THAT THE ENTIRE RISK REGARDING QUALITY, PERFORMANCE, ACCURACY, AND RESULTS REMAINS WITH THE CUSTOMER. FURTHERMORE, THE COMPANY DOES NOT WARRANT THAT THE USE OF THE TORCH SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE TORCH SERVICE WILL MEET THE CUSTOMER’S REQUIREMENTS OR EXPECTATIONS.

13. Limitation of Liability

NOTWITHSTANDING ANYTHING IN THESE TORCH TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

IN NO EVENT SHALL COMPANY, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, AFFILIATES, AGENTS, MEMBERS OR EMPLOYEES BE LIABLE UNDER ANY CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY: (I) SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES; (II) LOSS OF OR DAMAGE TO CUSTOMER’S SYSTEMS, DEVICES, DATA, INFORMATION, GOODWILL, PROFITS, SAVINGS, OR PURE ECONOMIC LOSS; (III) THE FAILURE OF INDUSTRY STANDARD SECURITY MEASURES AND PROTECTIONS; AND/OR (IV) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; REGARDLESS OF (A) WHETHER COMPANY, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE; OR (B) THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S AGGREGATE AND CUMULATIVE LIABILITY FOR ALL DIRECT CLAIMS, DAMAGES AND LOSSES (WHETHER IN CONTRACT, TORT OR OTHERWISE), IS LIMITED TO THE FEES PAID TO THE COMPANY FOR USE OF THE TORCH SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CAUSE OF THE CLAIM.

14. Indemnification

14.1. By Company.

Company hereby agrees to defend and indemnify Customer against any damages awarded against Customer by a court of competent jurisdiction, or paid in settlement, in connection with a third-party claim, suit or proceeding that the grant of right to use the Torch Service within the scope of these Torch Terms infringes any valid U.S. patent. Company shall have no obligations or liability hereunder in case (i) the Torch Service is used in an unlawful manner or in violation of these Torch Terms; (ii) features are provided at the request of the Customer; (iii) the Torch Service is used in combination with other products, equipment, software, or data not in accordance with the documentation provided by Company; (iv) the alleged infringement is resulting from processes developed by the Customer or at the Customer’s request within the Torch Service; or (v) the alleged infringement is based on the Customer Data and any other content provided by Customer or use of the Torch Service by the Customer. SECTIONS 6.4 AND 14.1 STATE THE COMPANY’S SOLE AND ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY THE COMPANY AND/OR THE TORCH SERVICE AND UNDERLYING TECHNOLOGY.

14.2. By Customer.

Without derogating from Company’s rights under these Torch Terms and under applicable law, Customer hereby agrees to defend and indemnify Company against any damages awarded against Company by a court of competent jurisdiction, or paid in settlement, in connection with (i) a third party claim, suit or proceeding that use of the Customer Data and any other content provided by Customer, or the use of the Torch Service by the Customer infringes any intellectual property rights of a third party; (ii) the use or misuse of the Torch Service by Customer or any third party using a Torch Account.

14.3. General.

The defense and indemnification obligations of the indemnifying Party under this Section 14 are subject to: (i) the indemnifying Party being given prompt written notice of the claim; (ii) the indemnifying Party being given immediate and complete control over the defense and/or settlement of the claim; and (iii) the indemnified Party providing cooperation and assistance, at the indemnifying Party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying Party’s defense of, or response to, such claim.

15. Miscellaneous

15.1. Export Control.

The Torch Service may be subject to Israeli, U.S. or foreign export controls, laws and regulations (the “Export Controls”), and Customer agrees and confirms that: (i) Customer is not located or uses, exports, re-exports or imports the Torch Service (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) Customer is solely responsible for complying with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use of the Torch Service.

15.2. Force Majeure.

Neither Company nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, pandemic, terrorism, and governmental action.

15.3. Governing Law; Jurisdiction.

These Torch Terms shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to conflict of laws’ provisions that would result in the application of the laws of any other jurisdiction and the parties hereto submit the exclusive jurisdiction to the competent courts in the State of Delaware. If applicable, to the fullest extent permitted by law, the parties waive the right to a jury trial with respect to any action arising under or relating to these Torch Terms.

15.4. Class Action Waiver.

WHERE PERMITTED UNDER APPLICABLE LAWS, CUSTOMER AND COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both Customer and the Company agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

15.5. Relationship of the Parties; No Third-Party Beneficiaries.

The Parties are independent contractors. These Torch Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. There are no third-party beneficiaries to these Torch Terms.

15.6. General.

The headings used in these Torch Terms are for convenience only and should not be considered in construing these Torch Terms. The schedules and exhibits attached hereto are incorporated herein by this reference.

15.7. Entire Agreement.

These Torch Terms (and the other terms, agreements and policies referenced herein) constitute the entire agreement between Customer and the Company with respect to Customer’s use of the Torch Service and supersede all prior or contemporaneous understandings regarding such subject matter.

15.8. Assignment.

Company may assign at any time any of its rights and/or obligations hereunder to any third party without Customer’s consent. Customer may not assign any of its rights or delegate any obligations hereunder, in whole or in part without the prior written consent of Company, and any attempt by Customer to do so shall be deemed null and void.

15.9. Notice.

All notices or reports permitted or required under these Torch Terms shall be made by personal delivery, by express courier service (such as FedEx or UPS) that requires proof of delivery, certified or by registered mail, return receipt requested, or by electronic mail, and shall be deemed effective (a) if mailed, 5 business days after mailing; (b) if made by personal delivery or sent by messenger or express courier service, upon delivery; and (c) if sent via electronic mail, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt.

15.10. Severability.

In the event that a court of competent jurisdiction finds any provision of these Torch Terms to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect, and such provision shall be reformed only to the extent necessary to make it valid, enforceable and legal.

15.11. No Waiver.

The failure of the Company to enforce any right or provision in these Torch Terms will not constitute a waiver of such right or provision unless acknowledged and agreed by Company in writing.

15.12. Amendments.

The Company reserves the right to change these Torch Terms at any time by posting a new version at: darrow.ai/terms-of-use. In the event of a material change, Company shall notify the Customer by posting a notice in the Torch Service or on the Company’s website, or by sending the Customer an email. Any such modifications shall become effective immediately upon posting, provided that with respect to Order Forms in effect at the time of posting, the change shall only become effective upon the end of the then-applicable Subscription Term.

Part 3 - Drug Intelligence and Medical Device Intelligence Trial Services

Scope of this Part 3. This Part 3 applies solely to trial access to the Company’s Drug Intelligence Engine and Medical Device Intelligence Engine described in Section 1.1 below. It does not govern access to or use of the Site, which is governed by the Darrow Website Terms of Use set out in Part 1, or the Torch Service, which is governed by Part 2, or any other Darrow product or service. Capitalized terms used in this Part 3 (including “Purpose,” “Customer Data,” “Pre-Released Services” and “User”) have the meanings given to them in this Part 3 only. Terms defined in Part 1 or Part 2 (including “Terms,” “Service,” “Content,” “Third-Party Services,” “Darrow,” “Torch Terms,” “Torch Service,” “Torch Account,” “Trial Services” and “Authorized User”), and any identically named terms defined in Part 2, do not apply to, and shall not be used to interpret, this Part 3. To the extent of any conflict between Part 1 and this Part 3 with respect to the Intelligence Services, this Part 3 shall prevail.

These Drug Intelligence and Medical Device Intelligence Trial Terms of Service, as amended from time to time, together with any other terms, agreements and policies referenced herein (which constitute an integral part hereof) (these “Intelligence Trial Terms”) constitute a legally binding agreement between Darrow AI Inc., a Delaware corporation with its principal place of business at 276 5th Ave, New York, New York, USA (the “Company”) and the person or entity accessing or using the Intelligence Services (as defined below) (the “Customer”). These Intelligence Trial Terms shall become binding upon Customer’s access to or use of the Intelligence Services, or any other form of acceptance of these Intelligence Trial Terms, which shall be deemed the Customer’s agreement to be bound by them. The Intelligence Trial Terms govern the manner in which the Customer and its authorized users (each, a “User”) may use and access the Intelligence Services.

1. The Intelligence Services

1.1 The Intelligence Services. The Company’s Drug Intelligence Engine and Medical Device Intelligence Engine solutions (collectively, the “Intelligence Services”), which analyze and structure fragmented medical data to enable potential product liability case discovery. The Intelligence Services are hosted on Company’s cloud and are made available to the Customer solely for evaluation purposes during a limited, no-fee trial period of two weeks, unless agreed in writing otherwise between Company and Customer (the “Trial Period”). During the Trial Period, the Intelligence Services are provided to Customer free of charge. No fees, taxes, or payment obligations apply unless and until the parties separately agree in writing to enter into a paid subscription or other commercial arrangement. The Company may, at any time and at its sole discretion, terminate or suspend the Intelligence Services, or offer Customer the option to transition to paid Intelligence Services under separate terms. For clarity, these Intelligence Trial Terms do not create any commercial relationship, commitment, or obligation to provide paid Intelligence Services, and the Company provides the Intelligence Services solely as an evaluation at its discretion.

1.2 Trial Access. Customer may access and use the Intelligence Services solely during the Trial Period and only for Customer’s internal evaluation and testing of the Intelligence Services (the “Purpose”). The right to use and access the Intelligence Services is granted solely to the Customer and its Users, and is limited, non-transferable, non-exclusive, non-assignable and non-sub-licensable. The Intelligence Services may only be used by individuals who: (i) can form legally binding contracts under applicable law, and (ii) are authorized to use the Intelligence Services pursuant to Customer’s procedures and policies (if any).

1.3 Modification or Discontinuation of the Intelligence Services. The Company may change or update the Intelligence Services at any time, including the availability of any feature, content or database, and may impose limitations or restrictions on certain features and services or on access to the Intelligence Services (or any part thereof), without notice or liability. During the Trial Period, the Company may suspend, modify, or terminate access to the Intelligence Services at any time and for any reason, without notice or liability.

1.4 Pre-Released Services. The Company may offer, from time to time, certain features or versions of the Intelligence Services in alpha or beta versions (the “Pre-Released Services”) and will use best endeavors to identify the Pre-Released Services as such. Pre-Released Services are services that are still under development, and as such they may be incomplete, may contain bugs, suffer disruptions and not operate as intended and designated, more than usual.

2. Registration to the Intelligence Services

The Company will set up an account for each User (each, an “Intelligence Account”) based on the details provided by the User to the Company. The Company will then provide the User with access credentials or an invitation to access the Intelligence Services through such Intelligence Account. The Customer shall ensure that all information provided by its Users for this purpose is accurate, complete, and up to date. Customer is solely responsible for the content and any activity that occurs in each Intelligence Account. Customer shall: (a) not allow anyone other than Users to access and use the Intelligence Accounts; (b) keep, and ensure that Users keep, all Intelligence Account credentials and access measures secure at all times; (c) ensure that the login details for each User may only be used by that User, and that multiple individuals may not share the same login details; and (d) promptly notify the Company in writing if Customer becomes aware of any unauthorized access or use of an Intelligence Account.

3. Customer’s Obligations

3.1 Infrastructure. Customer is solely responsible for obtaining, maintaining and operating the Users’ workstations, computers, smartphones and other devices, and any related equipment, hardware, software, backup systems, security systems and measures (the “Customer’s Infrastructure”) necessary to access and use the Intelligence Services. Customer shall be solely responsible and liable for any fees charged by third parties in connection with the Customer’s Infrastructure. Customer shall be solely responsible for procuring and maintaining its network connections and communications links, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet. Company shall have no responsibility or obligation in connection with the above. Company is not responsible for any delays, delivery failures, or any other loss or damage resulting from the hosting, storage or transfer of software or data over communications networks and facilities, and to the performance of any third-party communication, hosting or storage provider, and the Customer acknowledges that the Intelligence Services may be subject to interruptions, limitations, delays and other risks associated with the use of such hosting, storage and communications facilities.

3.2 Users. Customer is responsible for all acts or omissions of Users and their use of the Intelligence Services. The Company shall not have any liability towards Users, and the Customer is solely responsible for responding to any claims, requests and demands by the Users or any other third party related to the Customer. Company will, to the extent allowed by law, promptly notify Customer of its receipt of a User or such related third-party claim, request or demand and comply with Customer’s reasonable requests regarding the handling of such claim, request or demand.

4. Customer Data

4.1 Customer Data. While using the Intelligence Services, certain information, content and data which the Customer interacts with through the Intelligence Services, may be uploaded or transferred to the Intelligence Services to be processed by the Intelligence Services on the Customer’s behalf (the “Customer Data”). As between the Customer and the Company, and to the extent permitted by applicable law, all rights in the Customer Data shall remain with Customer. Customer hereby grants the Company and its Sub-processors (as defined below) an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to access, use, process, copy, download, store, distribute, create derivative works, and display the Customer Data, for the purpose of maintaining, developing including training foundation models and providing the Intelligence Services and as required to resolve technical and security problems or otherwise as permitted by these Intelligence Trial Terms or in writing by Customer.

Customer Data Representations and Warranties. Customer represents and warrants that (i) Customer owns or has all the necessary licenses, rights, consents, approvals, permissions, power and authority, necessary to grant the Company the aforementioned right and license and to authorize the Company and its Sub-processors to access, use, process, copy, download, store, distribute and display the Customer Data, without infringing or violating any copyrights, privacy rights, publicity rights, trademarks or any other contractual, intellectual property or proprietary of any third party; (ii) any Customer Data and any use thereof do not and shall not violate any applicable laws, including those related to data privacy or data transfer and export or any policies and terms governing such Customer Data; and (iii) no sensitive data that is protected under a special legislation and requires unique treatment (such as protected health information or credit, debit or other payment card data) will be inserted by Customer to the Intelligence Services (e.g. during correspondence with the Intelligence Services chatbot).

4.2 Other than Company’s security and data protection obligations expressly set forth in Section 6.3 herein, Company assumes no responsibility or liability for Customer Data, and Customer will be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that the Company shall not be responsible for monitoring and/or moderating the Customer Data to verify Customer’s compliance with its obligations and there shall be no claim against the Company for not acting so. The Customer shall indemnify and hold harmless the Company or anyone on its behalf from any liability, cost, damage and expense (including reasonable legal fees) caused in connection with the Customer Data.

5. Intellectual Property and Right to Use

5.1 Company Intellectual Property. All right, title and interest in the Intelligence Services, including without limitation, any content, materials, software, know-how, data files, documentation, code, SDK, API, interfaces, design, text, media, methodologies, artwork, names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any updates, new versions, modifications, improvements, developments or derivatives thereof, belong to the Company and its licensors (including if such improvements and developments are created as a result of processing the Customer Data). These Intelligence Trial Terms do not convey to the Customer or the Users any interest in or to the Intelligence Services, except for a limited right of use as set forth herein, terminable in accordance with these Intelligence Trial Terms.

5.2 Prohibited Use. Customer and its Users may not, and may not permit or aid others to: (i) use the Intelligence Services for any purpose other than the Purpose; (ii) copy, modify, alter, translate, emulate, create derivative works based on, or reproduce the Intelligence Services; (iii) give, publish, sell, distribute, assign, pledge or transfer (by any means), display, sublicense, rent, lease or otherwise share the rights granted under these Intelligence Trial Terms to any third party, or use the Intelligence Services in any service bureau arrangement; (iv) reverse engineer, de-compile, decrypt, revise or disassemble the Intelligence Services or any part thereof, or extract source code from the object code of the Intelligence Services; (v) access or use the Intelligence Services in order to build a competing product or service or for benchmarking purposes; (vi) bypass any measures the Company may use to prevent or restrict access to the Intelligence Services, and/or take any action intended to circumvent or disable the operation of any security feature or measure of the Intelligence Services; (vii) access the Intelligence Services or Company’s systems via any means other than through the interface provided by the Company, or via automated means, including by crawling, scraping, caching or otherwise; (viii) use the Intelligence Services in any manner that is illegal or not authorized by these Intelligence Trial Terms; (ix) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or Company’s service providers’) infrastructure; (x) interfere or attempt to interfere with the integrity or proper working of the Intelligence Services; (xi) remove, deface, obscure, or alter Company’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Intelligence Services; or (xii) provide any third party access to the Intelligence Services; or (xiii) use the Intelligence Services in connection with any high-risk, hazardous environments requiring fail-safe performance in which the failure of the Intelligence Services could lead to severe physical or environmental damage. Customer will be solely and fully liable for any acts, omissions, or violation of these Intelligence Trial Terms by Users and to any losses, damages, liability and expenses incurred by Company or a third party due to any unauthorized use of the Intelligence Services by the Customer or by any of Users or third party on behalf of the Customer.

5.3 Feedback. Customer shall notify the Company of any and all design or functional errors, anomalies, and problems associated with the Intelligence Services discovered or brought to its attention by its Users, and may provide the Company suggestions, comments or any other feedback regarding the Intelligence Services (the “Feedback”). Any such Feedback shall become the Company’s property and the Company may use any Feedback at its sole discretion, free from any right of the Customer or any third party and without any obligation towards Customer. Customer hereby assigns to Company all right, title, and interest worldwide in the Feedback and any intellectual property rights related thereto, and explicitly and irrevocably waives any and all claims associated therewith. Customer shall not provide the Company with any Feedback which infringes any third-party’s right.

5.4 Intellectual Property Infringements. In the event that the Company believes that the Intelligence Services, or any part thereof, may infringe intellectual property rights of third parties, then the Company may, in its sole discretion: (i) obtain (at no additional cost to Customer) the right to continue to use the Intelligence Services; (ii) replace or modify the allegedly infringing part of the Intelligence Services so that it becomes non-infringing while giving substantially equivalent performance; or (iii) if the Company determines that the foregoing remedies are not reasonably available, then the Company may require that use of the (allegedly) infringing Intelligence Services (or part thereof) shall cease.

6. Privacy and Security

6.1 Privacy Policy. Customer acknowledges and agrees that the use of the Intelligence Services by the Customer and the Users is governed by the Company’s Privacy Policy available at: https://www.darrow.ai/privacy-policy (the “Privacy Policy”) which is deemed an integral part of these Intelligence Trial Terms by reference. Company shall maintain reasonable technical and organizational measures for protection of personal data in accordance with the Privacy Policy.

6.2 Anonymous Information. The Company may aggregate or anonymize Customer Data to create “Anonymous Information”, which does not identify any individual or Customer. The Company may freely use, disclose, and publish such Anonymous Information for any lawful purpose, including analytics, research, benchmarking, and development of new products or services. Anonymous Information shall not be considered Customer’s Confidential Information.

6.3 Security. Company agrees to implement reasonable industry-standard, technical, and organizational security measures to protect Customer Data.

7. Third-Party Software and Services

7.1 Sub-processors. Customer acknowledges that the Intelligence Services are hosted and made available by certain sub-processors of the Company (the “Sub-processors”).

7.2 Free Software. The Intelligence Services include third-party “open source” or “Free Software” components that are subject to third-party terms and conditions (“Third-Party Components”). If there is a conflict between any Third-Party Components and the terms of these Intelligence Trial Terms, then the Third-Party Components shall prevail, but solely in connection with the related third-party component. The Company makes no representations or warranties regarding any Third-Party Components included in the Intelligence Services. The license terms, copyright notices and available source code with respect to each Third-Party Component will be provided upon request.

7.3 Third Party Applications. The Intelligence Services may enable integration with certain third-party software, platforms, or tools (the “Third-Party Applications”) as set forth in Company’s documentation or within the Intelligence Services. Customer acknowledges and agrees that regardless of the manner in which such Third-Party Applications may be presented or offered to Customer, Company does not endorse any such Third-Party Applications or shall be in any way responsible or liable with respect to any such Third-Party Applications. BY ACCESSING, CONNECTING, INTEGRATING AND/OR USING THE THIRD-PARTY APPLICATIONS, CUSTOMER ACKNOWLEDGES THAT ITS ACCESS AND USE OF THE THIRD-PARTY APPLICATIONS ARE AT ITS SOLE DISCRETION AND RISK, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD-PARTY APPLICATIONS ARE IN COMPLIANCE WITH CUSTOMER’S REQUIREMENTS AND ANY APPLICABLE LAW OR REGULATION. INTEGRATIONS WITH THIRD-PARTY APPLICATIONS ARE PROVIDED “AS-IS” AND SOLELY FOR EVALUATION PURPOSES. THE CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND COMPLYING WITH THE APPLICABLE TERMS OF SUCH THIRD PARTY APPLICATIONS AND ENSURING THAT THEIR USE IS PERMITTED FOR TRIAL INTEGRATION. COMPANY BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY LINKS OR THIRD-PARTY APPLICATIONS, INCLUDING WITHOUT LIMITATION, SUCH THIRD-PARTY APPLICATIONS’ SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMISSIONS BY THIRD PARTIES.

7.4 AI Features. The Intelligence Services incorporate generative artificial intelligence and large language model services or features and relies on various third-party data sources (the “AI Features”). Part of the AI Features are currently provided in reliance on artificial intelligence technology and third-party data sources provided by the third-parties including OpenAI (the “AI Service Providers”). Company reserves the right to use different AI Service Providers at any time without providing prior notice. The Customer understands and acknowledges that the AI Features are mandatory and are integrated by default to the Intelligence Services. Customer’s use of AI Features is also governed by the AI Service Providers terms, which we may make available or reference from time to time (the “AI Terms”). BY USING THE INTELLIGENCE SERVICES, THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE AI TERMS. If Customer does not agree to AI Terms, or to any current or future AI Service Provider, its sole remedy is to cease its use of the Intelligence Services. The use of the AI Features is subject to the Customer’s compliance with any and all applicable laws, the terms herein and the AI Terms. Customer acknowledges that the use of generative AI involves various uncertainties related to the output of such services, including, without limitation, with respect to content quality and accuracy, legality, non-infringement, security, intellectual property and compliance. The Company has no control of the output of such AI Features, and provides no warranty or liability with respect to such output, including, without limitation, its accuracy and completeness. CUSTOMER ACKNOWLEDGES THAT THE INTELLIGENCE SERVICES ARE NOT SUBSTITUTE FOR LEGAL ADVICE, LEGAL RESEARCH AND INDEPENDENT REVIEW. COMPANY SHALL NOT BE LIABLE FOR THE PERFORMANCE OF THE AI FEATURES AND DOES NOT GUARANTEE THE ACCURACY OR RELIABILITY OF ANY OUTPUT OF ANY AI FEATURE. THE CUSTOMER IS RESPONSIBLE FOR EVALUATING THE RESULTS OF ITS USE OF THE AI FEATURES.

8. Termination

8.1 Term and Termination. The Intelligence Services will automatically end at the conclusion of the Trial Period. Either party may terminate the Intelligence Services at any time before the end of the Trial Period, for any reason or no reason, by providing written notice to the other party.

8.2 Effect of Termination. Upon termination or expiration of the Intelligence Services, all rights granted to Customer and the Users hereunder shall terminate, and Customer shall cease to have access to the Intelligence Services and any Customer Data and shall remove any Intelligence Services components from Customer’s systems. Customer is solely responsible to export all available Customer Data prior to such termination or expiration, and following termination or expiration, the Company may delete the Customer Data without retaining any copy thereof. In addition, each party shall return or destroy, at the other party’s choice, the other party’s written Confidential Information (as defined below) then in such party’s possession.

8.3 Survival. All the provisions of these Intelligence Trial Terms which by their nature should survive termination (including, without limitation, confidentiality, ownership and intellectual property, warranty disclaimers, limitations of liability and indemnification) shall remain in full force and effect following termination thereof, for any reason whatsoever. Termination of these Intelligence Trial Terms shall not relieve Customer from any obligation arising or accruing prior to such termination or limit any liability which Customer otherwise may have to the Company or third parties.

9. Confidentiality

9.1 Confidential Information. For purposes of these Intelligence Trial Terms, the term “Confidential Information” shall mean any and all non-public business, product, technology and marketing data and information, whether written, oral or in any other medium disclosed or otherwise provided by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include any information which the Receiving Party can prove: (a) is publicly available at the time of disclosure or subsequently becomes publicly available through no act or omission of the Receiving Party in breach of these Intelligence Trial Terms; (b) is already known to the Receiving Party at the time of disclosure; (c) is disclosed to the Receiving Party free from confidentiality obligations by a third party who is not, to the knowledge of the Receiving Party, in breach of an obligation of confidentiality; or (d) was or is independently developed by the Receiving Party without use of or reliance upon the Confidential Information.

9.2 Confidentiality Obligations. Receiving Party undertakes and warrants that: (i) it shall hold the Confidential Information of Disclosing Party in confidence and shall take all reasonable steps to safeguard and protect the Confidential Information including, without limitation, those steps that it takes to protect its own Confidential Information of a similar nature; (ii) it shall not disclose or otherwise provide any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to those of its employees who have a need to know such Confidential Information for the purpose of fulfilling these Intelligence Trial Terms and provided that such employees are bound by written confidentiality obligations which are at least as restrictive as those contained herein; (iii) it shall not copy or use the Confidential Information for any purpose except to the extent required to perform its obligations, or exercise its rights, hereunder, whilst maintaining the Disclosing Party’s interests; and (iv) if the Receiving Party is requested or legally compelled to disclose any Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, the Receiving Party shall make best efforts to provide the Disclosing Party prompt notice thereof, and, at the request and expense of the Disclosing Party, shall use reasonable efforts to limit such disclosure to the extent requested. Receiving party’s obligations with respect to Confidential Information shall expire five (5) years from the end of the Trial Period unless under applicable law a longer period of protection applies.

9.3 Right to Disclose. Each party reserves the right to access, read, preserve, and disclose any information that it obtains in connection with the Intelligence Services as such party reasonably believes necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Intelligence Trial Terms, including to investigate potential violations hereof, (iii) in the case of the Company (a) detect, prevent, or otherwise address fraud, security or technical issues, (b) respond to Customer’s support requests, and/or (c) protect the rights, property or safety of the Company, its users or the public.

10. Warranty and Disclaimer

CUSTOMER ACKNOWLEDGES THAT THE INTELLIGENCE SERVICES ARE NOT SUBSTITUTE FOR LEGAL ADVICE, AUDIT, ASSESSMENT, OR ANY MEDICAL, LEGAL, OR REGULATORY CONCLUSION, AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR OBTAINING NECESSARY LEGAL, MEDICAL, SCIENTIFIC OR REGULATORY ADVICE, OR FOR CUSTOMER’S OWN DUE DILIGENCE, INVESTIGATION, AND PROCESSES.

THE INTELLIGENCE SERVICES, AND ANY RELATED SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY, OR NON-INFRINGEMENT. THE COMPANY MAKES NO GUARANTEE THAT THE REPORTS, SUGGESTIONS, OUTPUTS OR INSIGHTS GENERATED WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR THE CUSTOMER’S USE CASE, INDUSTRY, OR JURISDICTION. THE COMPANY SHALL NOT BE LIABLE FOR (A) ANY UNDETECTED, MISDETECTED, OR MISCHARACTERIZED EVENTS, SIGNALS, RISKS, OR CASES; (B) ANY ACTIONS TAKEN OR NOT TAKEN IN RELIANCE ON THE INTELLIGENCE SERVICES OR OUTPUTS; OR (C) ANY DECISIONS, FILINGS, OR COMMUNICATIONS MADE BY CUSTOMER.

CUSTOMER ACKNOWLEDGES THAT USE OF THE INTELLIGENCE SERVICES IS AT ITS SOLE RISK, AND THAT THE ENTIRE RISK REGARDING QUALITY, PERFORMANCE, ACCURACY, AND RESULTS REMAINS WITH THE CUSTOMER. FURTHERMORE, THE COMPANY DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE USE, OR THAT THE INTELLIGENCE SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS OR EXPECTATIONS.

11. Limitation of Liability

NOTWITHSTANDING ANYTHING IN THESE INTELLIGENCE TRIAL TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

11.1 IN NO EVENT SHALL COMPANY, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, AFFILIATES, AGENTS, MEMBERS OR EMPLOYEES BE LIABLE UNDER ANY CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY: (I) SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES; (II) LOSS OF OR DAMAGE TO CUSTOMER’S SYSTEMS, DEVICES, DATA, INFORMATION, GOODWILL, PROFITS, SAVINGS, OR PURE ECONOMIC LOSS; (III) THE FAILURE OF INDUSTRY STANDARD SECURITY MEASURES AND PROTECTIONS; AND/OR (IV) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; REGARDLESS OF (A) WHETHER COMPANY, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE; OR (B) THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).

11.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S AGGREGATE AND CUMULATIVE LIABILITY FOR ALL DIRECT CLAIMS, DAMAGES AND LOSSES (WHETHER IN CONTRACT, TORT OR OTHERWISE), IS LIMITED TO USD 50.

12. Indemnification

12.1 Without derogating from Company’s rights under these Intelligence Trial Terms and under applicable law, Customer hereby agrees to defend and indemnify Company against any damages awarded against Company by a court of competent jurisdiction, or paid in settlement, in connection with (i) a third party claim, suit or proceeding that the Customer Data, or any other materials provided by or on behalf of Customer or its Users, or Customer’s or its Users’ use of the Intelligence Services in violation of these Intelligence Trial Terms infringes any intellectual property rights of a third party; (ii) any unauthorized or unlawful use of the Intelligence Services by Customer, its Users, or any third party using Customer’s Intelligence Account.

12.2 General. The defense and indemnification obligations of the Customer under this Section 12 are subject to: (i) the Customer being given written notice of the claim; (ii) the Customer being given complete control over the defense and/or settlement of the claim; and (iii) the Company providing cooperation and assistance, at the Customer’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the Customer’s defense of, or response to, such claim. Notwithstanding anything to the contrary, the Customer may not settle any claim, action, or proceeding that (a) imposes any obligation or liability on the Company, (b) requires the Company to admit fault or wrongdoing, or (c) affects the Company’s rights, reputation, or ongoing business operations, without the prior written consent of the Company.

13. Miscellaneous

13.1 Export Control. The Intelligence Services may be subject to U.S., Israeli or foreign export controls, laws and regulations (the “Export Controls”), and Customer agrees and confirms that: (i) Customer is not located or uses, exports, re-exports or imports the Intelligence Services (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) Customer is solely responsible for complying with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use of the Intelligence Services.

13.2 Force Majeure. Neither Company nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, pandemic, terrorism, and governmental action.

13.3 Governing Law; Jurisdiction. These Intelligence Trial Terms shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to conflict of laws’ provisions that would result in the application of the laws of any other jurisdiction and the parties hereto submit the exclusive jurisdiction to the competent courts in the State of Delaware. To the fullest extent permitted by law, the parties waive the right to a jury trial with respect to any action arising under or relating to these Intelligence Trial Terms.

13.4 Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAWS, CUSTOMER AND COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both Customer and the Company agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

13.5 Relationship of the Parties; No Third-Party Beneficiaries. The Parties are independent contractors. These Intelligence Trial Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. There are no third-party beneficiaries to these Intelligence Trial Terms.

13.6 General. The headings used in these Intelligence Trial Terms are for convenience only and should not be considered in construing these Intelligence Trial Terms. The schedules and exhibits attached hereto are incorporated herein by this reference.

13.7 Entire Agreement. These Intelligence Trial Terms, together with any other terms, agreements, and policies expressly referenced herein (all of which constitute an integral part hereof), constitute the entire agreement between Customer and the Company with respect to Customer’s use of the Intelligence Services and supersede all prior or contemporaneous understandings regarding such subject matter.

13.8 Assignment. Company may assign at any time any of its rights and/or obligations hereunder to any third party without Customer’s consent. Customer may not assign any of its rights or delegate any obligations hereunder, in whole or in part without the prior written consent of Company, and any attempt by Customer to do so shall be deemed null and void.

13.9 Notice. All notices or reports permitted or required under these Intelligence Trial Terms shall be made by personal delivery, by express courier service (such as FedEx or UPS) that requires proof of delivery, certified or by registered mail, return receipt requested, or by electronic mail, and shall be deemed effective (a) if mailed, 5 business days after mailing; (b) if made by personal delivery or sent by messenger or express courier service, upon delivery; and (c) if sent via electronic mail, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt.

13.10 Severability. In the event that a court of competent jurisdiction finds any provision of these Intelligence Trial Terms to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect, and such provision shall be reformed only to the extent necessary to make it valid, enforceable and legal.

13.11 No Waiver. The failure of the Company to enforce any right or provision in these Intelligence Trial Terms will not constitute a waiver of such right or provision unless acknowledged and agreed by Company in writing.

13.12 Amendments. The Company reserves the right to change these Intelligence Trial Terms at any time by posting a new version at: darrow.ai/terms-of-use. In the event of a material change, Company shall notify the Customer by posting a notice in the Intelligence Services or on the Company’s website, or by sending the Customer an email. Any such modifications shall become effective immediately upon posting.

Last Updated: October 2025.

14. Contact

For any questions or queries about these Intelligence Trial Terms or the Intelligence Services in general, please do not hesitate to contact us at the following e-mail address: legal@darrow.ai.