End User Agreement

This End User Agreement ("Agreement") is a binding legal contract between you and the organization on whose behalf you are accessing the Services ("Customer," "you," or "your") and Revenant AI LLC ("Revenant AI," "we," "us," or "our"). This Agreement governs your access to and use of the Ghostrun platform and any related software, APIs, documentation, and support services (collectively, the "Services").

By accessing or using the Services, you represent that you have the authority to bind the Customer to this Agreement and that you agree to be bound by its terms. If you do not agree, do not access or use the Services.

1. Definitions

• "Authorized Users" means the individuals who are authorized by Customer to access and use the Services under Customer's account, subject to any user limits specified in the applicable Order.
• "Customer Data" means any data, content, or materials that Customer or its Authorized Users submit to, transmit through, or generate using the Services.
• "Documentation" means the technical documentation, user guides, and other materials made available by Revenant AI describing the features, functionality, and use of the Services.
• "Order" means an ordering document, statement of work, or online subscription agreement executed by the parties that references this Agreement and specifies the Services, fees, term, and other commercial terms.
• "Subscription Term" means the period during which Customer has the right to access and use the Services as specified in the applicable Order.

2. Access and License

2.1 Grant of Rights

Subject to the terms of this Agreement and payment of applicable fees, Revenant AI grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer's internal business operations in accordance with the Documentation and any usage limits specified in the applicable Order.

2.2 Authorized Users

Customer may permit Authorized Users to access and use the Services on Customer's behalf. Customer is responsible for all acts and omissions of its Authorized Users and for ensuring their compliance with this Agreement. Customer shall maintain the confidentiality of all login credentials and promptly notify Revenant AI of any unauthorized access.

2.3 Restrictions

Customer shall not, and shall not permit any third party to:

• Copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services;
• Sublicense, sell, lease, lend, rent, distribute, or otherwise make the Services available to any third party;
• Use the Services to develop a competing product or service;
• Remove, alter, or obscure any proprietary notices or labels on the Services;
• Use the Services in violation of any applicable law, regulation, or third-party rights;
• Introduce malicious code, interfere with the integrity or performance of the Services, or attempt to gain unauthorized access to any systems or networks connected to the Services;
• Use the Services to transmit unlawful, harassing, defamatory, or otherwise objectionable content;
• Exceed the usage limits, user counts, or other restrictions specified in the applicable Order.

3. Customer Data

3.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Revenant AI a limited, non-exclusive license to access, use, and process Customer Data solely to the extent necessary to provide the Services and as otherwise permitted by this Agreement.

3.2 Customer Responsibilities

Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data, and for obtaining all necessary rights, consents, and authorizations for the collection, use, and processing of Customer Data through the Services. Customer shall not submit any data to the Services that Customer does not have the right to process.

3.3 Data Processing

To the extent that Revenant AI processes personal data on behalf of Customer, such processing shall be governed by the data processing terms set forth in the applicable Order or a separately executed Data Processing Agreement. Revenant AI shall process personal data in accordance with Customer's documented instructions and applicable data protection laws.

3.4 Aggregated and Anonymized Data

Revenant AI may generate and use aggregated and anonymized data derived from Customer's use of the Services for purposes of improving, developing, and operating the Services, provided that such data cannot reasonably be used to identify Customer or any individual.

4. Fees and Payment

4.1 Fees

Customer shall pay all fees specified in the applicable Order. Unless otherwise stated in the Order, fees are quoted in U.S. dollars, are non-refundable, and are due in accordance with the payment terms set forth therein.

4.2 Taxes

All fees are exclusive of taxes. Customer is responsible for all applicable taxes, levies, and duties arising from this Agreement, excluding taxes based on Revenant AI's net income.

4.3 Late Payments

If Customer fails to make any payment when due, Revenant AI may charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Revenant AI may also suspend access to the Services upon 15 days' written notice of non-payment.

5. Intellectual Property

5.1 Revenant AI IP

Revenant AI and its licensors retain all right, title, and interest in and to the Services, including all software, algorithms, models, interfaces, documentation, and related intellectual property. Nothing in this Agreement transfers any ownership rights to Customer. All rights not expressly granted herein are reserved by Revenant AI.

5.2 Feedback

If Customer provides suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), Revenant AI may use such Feedback without restriction or obligation to Customer. Customer hereby assigns to Revenant AI all right, title, and interest in any Feedback.

6. Confidentiality

6.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that the receiving party should reasonably understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes the terms of this Agreement, Customer Data, and Revenant AI's proprietary technology and business information.

6.2 Obligations

Each party shall: (a) protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not use the other party's Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement; and (c) not disclose the other party's Confidential Information to any third party except as expressly permitted herein.

6.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without reference to the Confidential Information. A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the other party prompt notice where legally permitted.

7. Warranties and Disclaimers

7.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) it will comply with all applicable laws in its performance under this Agreement.

7.2 Service Warranty

Revenant AI warrants that during the Subscription Term, the Services will perform materially in accordance with the Documentation. Customer's sole remedy for a breach of this warranty is for Revenant AI to use commercially reasonable efforts to correct the non-conformity, or, if Revenant AI is unable to do so within 30 days of receiving written notice, Customer may terminate the affected Order and receive a pro-rata refund of prepaid fees for the remaining Subscription Term.

7.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." REVENANT AI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. REVENANT AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL ERRORS WILL BE CORRECTED.

8. Limitation of Liability

8.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO REVENANT AI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.3 Exceptions

The limitations in this Section 8 shall not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under Section 9; (c) either party's breach of Section 6 (Confidentiality); or (d) liability arising from a party's gross negligence or willful misconduct.

9. Indemnification

9.1 By Revenant AI

Revenant AI shall defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising from allegations that Customer's authorized use of the Services infringes a third party's intellectual property rights, provided that Customer promptly notifies Revenant AI, gives Revenant AI sole control of the defense, and provides reasonable cooperation.

9.2 By Customer

Customer shall defend, indemnify, and hold harmless Revenant AI from and against any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising from: (a) Customer Data or Customer's use of the Services in violation of this Agreement; or (b) Customer's breach of applicable law.

10. Term and Termination

10.1 Term

This Agreement commences on the date Customer first accesses the Services and continues until all Orders have expired or been terminated. Each Order shall specify its own Subscription Term.

10.2 Termination for Cause

Either party may terminate this Agreement or any Order if the other party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice of the breach.

10.3 Termination for Insolvency

Either party may terminate this Agreement immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation that is not dismissed within 60 days.

10.4 Effect of Termination

Upon termination or expiration: (a) Customer's access to the Services will cease; (b) Customer shall pay all outstanding fees for Services provided through the date of termination; (c) upon request, Revenant AI will make Customer Data available for export for a period of 30 days following termination, after which Revenant AI may delete Customer Data in accordance with its standard practices; and (d) all provisions that by their nature should survive termination shall survive, including Sections 3.1, 5, 6, 7.3, 8, 9, and 12.

11. Service Levels and Support

Revenant AI shall provide the Services in accordance with any service level commitments specified in the applicable Order or a separately executed Service Level Agreement. Support services, including availability, response times, and escalation procedures, shall be as described in the applicable Order or support documentation.

12. General Provisions

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflicts of law principles.

12.2 Dispute Resolution

Any dispute arising out of or relating to this Agreement shall first be subject to good-faith negotiation between senior representatives of each party. If the dispute is not resolved within 30 days, either party may pursue resolution in the state or federal courts located in the State of Colorado, and each party consents to the exclusive jurisdiction of such courts.

12.3 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this section is void.

12.4 Notices

All notices under this Agreement shall be in writing and delivered by email to the address specified in the applicable Order or, for Revenant AI, to legal@revenantai.com. Notices are effective upon confirmed receipt.

12.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, power failures, Internet disruptions, or pandemics, provided the affected party gives prompt notice and uses commercially reasonable efforts to mitigate the impact.

12.6 Severability

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

12.7 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

12.8 Entire Agreement

This Agreement, together with all Orders and any referenced documents (including Data Processing Agreements), constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. In the event of a conflict between this Agreement and an Order, the Order shall prevail to the extent of the conflict.

12.9 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

13. Contact

For questions about this Agreement, please contact us at:

Revenant AI LLC
Email: legal@revenantai.com
Website: revenantai.com