Skip to main content

StringerAI For Brands Content License Agreement

This CONTENT LICENSE AGREEMENT (“Agreement”) is dated as of the last date the Order is signed (“Effective Date”) and entered into between Wiretap Holdings I, LLC dba Wiretap Labs, a Colorado limited liability company (“Wiretap Labs”) and the Customer identified in the Order (“Customer”). Customer desires to license certain StringerAI Content (as defined below), pursuant to the terms and conditions of this Agreement. The parties agree as follows: 1. DEFINITIONS.

1.1 “Affiliate” means, with respect to a party, any other entity that directly or indirectly controls, is controlled by or is under common control with such entity, where “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of 50% or more of the outstanding voting securities (but only for as long as such entity meets these requirements). 1.2 “Content” means any content in whatever form, including text, data, graphics, moving and still images, videos, designs, sound recordings, works of authorship, and underlying works. 1.3 “Customer Sources” means any source of Content designated by or made available from Customer to Wiretap Labs for the purposes of creating StringerAI Content. 1.4 “Destinations” means the digital properties or locations where Customer is permitted to distribute the StringerAI Content and Derived Works 1.5 “Derived Works” means new original analytic or editorial works created by Customer in connection with Customer’s use of the StringerAI Content for the Permitted Purpose; provided that such works: (a) do not contain all or any substantial part of the original StringerAI Content in unaltered form or provided on a stand-alone basis; and (b) are not capable of being reverse engineered, decompiled, disassembled or otherwise modified to obtain the original, unaltered form of the StringerAI Content. 1.6 “Engagement Data” means the event-based data that is produced from engagement, interaction, or session activity gathered through the Pixel. 1.7 “Intellectual Property” means any idea, invention, discovery, improvement, work of authorship, know-how, trade secret, or Confidential Information. 1.8 “Intellectual Property Rights” means any rights associated or in connection with patents, trademarks, service marks, trade and service names, copyrights, data and designs, trade secrets and other proprietary or intellectual property rights in any Intellectual Property, whether or not patented, patentable, registered, or registerable anywhere in the world. 1.9 “Interface” means the Application Programming Interface (API) (Streaming API, Representational State Transfer (REST) API or Persistent Query), File Transfer Protocol (FTP) service, or bulk download for access of the StringerAI Content by Customer through Customer’s interface in a format determined solely by Wiretap Labs. 1.10 “Order” means any written order document executed by Wiretap Labs and Customer setting forth the terms and conditions relating to the Services. Each Order is incorporated by reference into this Agreement. 1.11 “Permitted Purpose” means the manner in which Customer is authorized to use the StringerAI Content and Services as described in an Order. 1.12 “Pixel” means the JavaScript snippet tracking pixel service that Wiretap Labs makes available to Customer to place on the Destinations 1.13 “Public Sources” means the sources of Content collected from publicly available sources or information that is lawfully made available to the general public. 1.14 “Services” means the service provided by Wiretap Labs to provide access to Customer to StringerAI Content via the Interface, or other transmission or online, web-based data Access Point (AP) pursuant to this Agreement, including providing access to and use of the StringerAI Software and any associated support services. 1.15 “Sources” means the Wiretap Labs Sources and Customer Sources. 1.16 “StringerAI Content” means the resulting articles or summaries, including any tags and metadata, produced by Wiretap Labs by analyzing the Content available from the Sources that is made available to Customer through the Services. 1.17 “StringerAI Software” means the Interface, Webhook, Pixel, and any software, documentation, or technology related to the Service or StringerAI Content. 1.18 “Third Party Content Provider” means any provider of Content, including from a Source listed in the Order, from which Wiretap Labs obtains, receives, or acquires Content. 1.19 “Usage Data” means any content, data, or information that is collected or produced in connection with use of the Services that does not identify Customer or its Users, and may include, but is not limited to, usage patterns, traffic logs, and user conduct associated with the Services. 1.20 “Users” means Customer’s employees, independent contractors, and other individuals who are authorized by Customer to use the Services on behalf of Customer. 1.21 “Webhook” means the software communication channel made available to Customer by Wiretap Labs by which Customer can designate Customer Sources, set Content preferences, or send Content to Wiretap Labs for inclusion in the StringerAI Content. 1.22 “Wiretap Labs Sources” means the Public Sources and Third Party Content Providers that Wiretap Labs may designate to produce StringerAI Content. 2. SERVICES; GRANT OF RIGHTS.

2.1 Services. Subject to the terms and conditions of this Agreement, Wiretap Labs shall provide the Services to Customer. Customer shall supply Wiretap Labs with Customer Sources along with access and personnel resources that Wiretap Labs reasonably requests in order for Wiretap Labs to provide the Services. Customer is responsible for integrating Customer’s systems with the Interface and complying with the applicable Interface documentation provided by Wiretap Labs, in each case as necessary to access the StringerAI Content via the Interface and use the Services. 2.2 StringerAI Content License. Subject to the terms and conditions of this Agreement, Wiretap Labs hereby grants to Customer, during the Term (as defined below), a non-exclusive, non-transferable (except as permitted by Section 12.3), non-sublicensable license to the StringerAI Content for Customer to reproduce, create Derived Works from, distribute to the Destinations, and publicly display at the Destinations solely for the Permitted Purposes. Wiretap Labs will make the StringerAI Content available to Customer via the Interface. 3. RESPONSIBILITIES AND RESTRICTIONS.

3.1 Support.

(a) Wiretap Labs will undertake commercially reasonable efforts to make the Services available to process Content from the Sources promptly following their release. Wiretap Labs shall use its commercially reasonable efforts to process at least 90% of the applicable Content from the Sources with respect solely to the covered industry categories (matched by company name and keywords) within one business day of such release. Wiretap Labs shall provide Customer prior written notice of any outage of the Services due to scheduled maintenance within 48 hours thereof and shall use its commercially reasonable efforts to minimize the time of any outage. (b) Wiretap Labs will provide Customer with a Webhook to manually submit the missing Source for processing by the Service. In order to be eligible for such manual processing, the Source must be verifiably published elsewhere (e.g., company newsroom, official corporate blog, Scope 1–3 Emission Calculator (SEC) filings) and fall within the coverage categories applicable to the Service (as set forth in the applicable Order). Wiretap Labs will provide Customer with a Webhook for submitting unprocessed Sources. If necessary, Wiretap Labs may also provide an AI-assisted ingestion mechanism. Manually submitted Sources will be processed within one business day, subject to the same performance standards as automatically ingested Sources. Customer may submit up to 10 manually added Sources per calendar month at no additional cost. Additional submissions beyond that allotted volume requires a “Decision Insights” subscription under a separately negotiated agreement between Customer and Wiretap Labs for that subscription. (c) Subject to the terms hereof, Wiretap Labs will provide reasonable support to Customer for the Services from Monday through Friday during Wiretap Lab’s normal business hours.

3.2 Restrictions on Use. Customer shall not, and shall not permit any third party to: (a) except as expressly authorized in this Agreement for the Permitted Purposes and at the Destinations, reproduce, display, download, modify, create derivative works of or distribute the StringerAI Content or the StringerAI Software, or attempt to reverse engineer, decompile, disassemble or access the source code for the StringerAI Software or any component thereof; (b) use the Services or the StringerAI Software, or any component thereof, in the operation of a service bureau to support or process any content, data, or information for any party other than Customer; (c) permit any party, other than the then-currently authorized Users to access the Services or StringerAI Software; (d) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party, or that violates any applicable law; (e) use the Services or StringerAI Software to store or transmit any code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; (f) remove obscure, alter, or modify any copyright notices, proprietary legends, or other attributions included in StringerAI Content; (g) add any copyright notices or other designations that conflict with, confuse, or negate the notices on StringerAI Content; (h) create any Derived Works that infringe upon or misappropriate a third party’s trademark, copyright, or other intellectual property, or that may be tortious or unlawful; (i) use StringerAI Content to train Artificial Intelligence (AI) or Machine Learning (ML) models, or (j) alter or remove any tags or metadata provided with the StringerAI Content. Furthermore, Customer may only create and distribute Derived Works so long as such works do not violate this Agreement or any third party’s Intellectual Property Rights. Customer shall not misrepresent the StringerAI Content or display or distribute the StringerAI Content and any Derived Works in any way that may create a false or misleading impression as to the origin or value of any item of the StringerAI Content. In particular, and with respect to any and all use of the StringerAI Content by Customer as authorized hereunder, Customer shall comply with all reasonable display requirements as Wiretap Labs or any Third Party Content Providers may issue. Customer shall comply with all laws, rules, and regulations concerning the use, distribution, display and export of the StringerAI Content and any Derived Works. Upon becoming aware that the StringerAI Content includes any illegal or infringing Content, Customer shall promptly inform Wiretap Labs. Customer shall not place StringerAI Content behind a registration gate, paywall, or any other form of restricted access requiring user registration or login. All such content must remain freely accessible to the public. 3.3 Users. Customer will be liable for the acts and omissions of all Users to the extent any of such acts or omissions, if performed by Customer, would constitute a breach of, or otherwise give rise to liability to Customer under, this Agreement. Customer shall not, and shall not permit any User to, use the Services or StringerAI Content except as expressly permitted under this Agreement. Customer is responsible for all Users’ compliance with this Agreement. 3.4 Content Removal Requests. Customer acknowledges and agrees that Wiretap Labs does not review StringerAI Content before providing it or making it available to Customer. Wiretap Labs has the right, in its sole discretion, to format, modify, and edit the StringerAI Content for the Permitted Purpose. Upon receiving a Content removal request from Wiretap Labs (each, a “Content Removal Request”), Customer shall promptly, but in no event more than two business days, remove, delete and destroy any Content specified in the Content Removal Request from the StringerAI Content. To the extent any Derived Work includes Content that is subject to a Content Removal Request, Customer shall promptly, but in no event more than five business days, recreate the Derived Work without such Content. Notwithstanding the foregoing, if Wiretap Labs provides Customer with a Content Removal Request for any Content that Wiretap Labs identifies as illegal or infringing (as determined by Wiretap Labs in its sole discretion) (collectively, “Identified Content”), Customer shall immediately, delete, remove, and cease using any Identified Content, including from any Derived Works. 3.5 AI Disclaimer. Customer shall place an AI disclaimer on any published StringerAI Content and Derived Work substantially similar to the following provision:

“This content was generated with the assistance of AI using authoritative sources such as official press releases, company websites, and trusted [CUSTOMER] content. While [CUSTOMER] strives for accuracy, AI-generated content may contain inadvertent errors. If you notice any factual inaccuracies, please report them via our support portal, and we will correct them promptly.”

4. PROPRIETARY RIGHTS.

4.1 Customer Sources and Derived Works. As between the parties, Customer owns all right, title, and interest in Customer Sources and Derived Works (except for any StringerAI Content therein), including all Intellectual Property Rights in any of the foregoing. 4.2 Customer Sources License Grant. Customer hereby grants to Wiretap Labs, its Affiliates, and its and their respective authorized representatives and contractors, during the Term, a non-exclusive, non-transferable (except as permitted by Section 12.3) license to use the Customer Sources (and Content from Customer Sources) for the purpose of performing the Services for Customer, creating the StringerAI Content, and fulfilling Wiretap Labs’ other obligations and exercising its rights under this Agreement. In addition, Customer hereby grants to Wiretap Labs, its Affiliates, and its and their respective authorized representatives and contractors a perpetual, non-exclusive, non-transferable (except as permitted by Section 12.3) license to use the Customer Sources and Content from Customer Sources to provide products and services to Wiretap Labs’ and its Affiliates’ other customers. 4.3 StringerAI Intellectual Property. All proprietary technology utilized by Wiretap Labs to perform its obligations under this Agreement, and all Intellectual Property Rights in and to the foregoing, as between the parties, are the exclusive property of Wiretap Labs. Wiretap Labs or its third party licensors retain ownership of all right, title, and interest to all copyrights, patents, trademarks, trade secrets, and other Intellectual Property Rights in and to the StringerAI Content, StringerAI Software, and the Services, including without any customizations, and enhancements, and all processes, know-how, and the like utilized by or created by Wiretap Labs. Any rights not expressly granted to Customer hereunder are reserved by Wiretap Labs. 4.4 Usage Data. Wiretap Labs retains ownership of all right, title, and interest in and to the Usage Data. Wiretap Labs may use Usage Data in connection with its performance of its obligations in this Agreement and for any other lawful business purpose, including, but not limited to, benchmarking, data analysis, and to improve Wiretap Labs’s services, systems, and algorithms. 4.5 Feedback. Except as expressly set forth herein, Wiretap Labs alone (and its licensors, where applicable) retains all Intellectual Property Rights relating to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Service or the StringerAI Software (collectively, “Feedback”), which are hereby assigned to Wiretap Labs. Customer is not required to provide any Feedback. If Customer does so, Customer hereby relinquishes and disclaims any and all rights, interest and title in and to any Feedback, and understands and agrees that Wiretap Labs may use and incorporate into its Services and Wiretap Software any Feedback free of any obligation to Customer. 5. PIXEL AND ENGAGEMENT DATA.

5.1 Pixel. Customer hereby acknowledges that Wiretap Labs provides a Pixel that allows Customer to track user interactions, engagement, and session activity within and across the Destinations. The Pixel operates by collecting event-based data, including but not limited to page views, session duration, referrer URLs, and engagement (collectively, “Engagement Data”). Customer may install the Pixel on its websites, applications, or other digital platforms in accordance with Wiretap Labs’ instructions. Customer shall ensure that the Pixel does not collect personal data unless explicitly configured by the Customer in a manner that is compliant with applicable data protection laws. As between Wiretap Labs and Customer, Wiretap Labs will own any Engagement Data. Customer shall not: (a) use the Pixel or Engagement Data except as expressly authorized herein; (b) use the Pixel or Engagement Data for any purpose other than internal analytics purposes; (c) copy, reproduce, modify, distribute, damage, interfere with, disassemble, decompile, reverse engineer or create derivative works of the Pixel or the Engagement Data; (d) breach, disable, tamper with or interfere with the proper working of the Pixel or the Engagement Data or develop or use (or attempt) any workaround for any security measure related to the Pixel or the Engagement Data; or (e) provide Wiretap Labs with Engagement Data from any device sending any “Limit Ad Tracking” signals, “Do Not Track” signals, “Global Privacy Control” signals, opt-out requests, and similar browser privacy preferences. 5.2 Data Privacy. To the extent that any personal data is included in any Engagement Data, Customer is responsible for ensuring compliance with applicable data protection laws and regulations, including but not limited to: (a) General Data Protection Regulation (GDPR) (General Data Protection Regulation) in the European Union; (b) California Consumer Privacy Act (CCPA) (California Consumer Privacy Act); and (c) any other similar data protection laws in any other applicable territory, each as amended, replaced, supplemented or superseded. Customer shall provide clear and conspicuous notice to end users regarding tracking activities and obtain any necessary user consent before deploying the Pixel. Wiretap Labs shall provide tools to honor “Limited Ad Tracking” signals, “Do Not Track” signals, “Global Privacy Control” signals, opt-out requests, and similar browser privacy preferences, but Customer remains responsible for implementing any required compliance measures. Wiretap Labs shall offer a mechanism for users to opt out of tracking (e.g., via browser settings, opt-out cookies, or a universal opt-out link). Customer shall (i) implement its own Privacy Policy that explains gives individuals any notices required under applicable data protection laws and regulations, including a description of how tracking occurs, how users can opt out, and how data is handled, (ii) provide individuals a “Do Not Sell My Personal Information” or “Your Privacy Choices” link for submitting opt-out requests, and (iii) promptly provide Wiretap Labs notice of any opt-outs. Customer acknowledges that browser privacy settings, ad blockers, or network firewalls may interfere with Pixel functionality, including blocking requests to tracking domains. Wiretap Labs does not guarantee collection of Engagement Data for users who actively block tracking services. Wiretap Labs implements industry-standard encryption and security controls to protect Engagement Data In Transit and at rest. Each party further agrees to negotiate in good faith any future amendments and data protection agreements as required to enable Wiretap Labs and Customer to comply with their respective obligations under any applicable data protection laws and regulations related to or impacting automated processing of data, privacy, cybersecurity, or data protection. 5.3 DPA. To the extent that any personal data is included in any Engagement Data, the terms of the Independent Controller Data Processing Addendum, located at https://wiretaplabs.com/legal/data-processing-addendum (“DPA”), is hereby incorporated by reference. The DPA sets out how the parties shall process personal data on Customer’s behalf in connection with the Services provided to Customer under this Agreement, including terms addressing lawful data transfers, as applicable. 5.4 Privacy Policy. Customer is solely responsible for reviewing the information made available by Wiretap Labs in its privacy policy, located at https://wiretaplabs.com/legal/privacy-policy, and making an independent determination as to whether the Services and Wiretap’s privacy practices meet Customer’s requirements and legal obligations under applicable data protection laws and regulations. Customer acknowledges and agrees that Wiretap may collect, use, disclose, and otherwise process any personal data contained in the Engagement Data in accordance with its privacy policy. 6. FEES AND PAYMENT TERMS.

6.1 Price. Customer shall pay Wiretap Labs the fees set forth in the applicable Order (“Fees”) in accordance with the terms of this Agreement. Fees are exclusive of, and Customer shall pay all taxes, fees, duties, and other governmental charges arising from the payment of any Fees or any amounts owed to Wiretap Labs under this Agreement (excluding any taxes arising from Wiretap Labs’s income or any employment taxes). Fees for any Services requested by Customer that are not set forth in Exhibit A or an Order will be charged as mutually agreed to by the parties in writing. 6.2 Payment. Unless provided otherwise in the applicable Order, Customer shall pay to Wiretap Labs all Fees within 30 days after Customer’s receipt of the applicable invoice for such Services. If Customer disagrees with any Fees set forth in an invoice, Customer must notify Wiretap Labs of the dispute within 30 days after receipt of such invoice. If Wiretap Labs does not receive notice of a dispute during such 30 day period, Customer will be deemed to have accepted the Fees set forth in the invoice. All payments received by Wiretap Labs are non-refundable except as otherwise expressly provided in this Agreement. Customer shall make all payments in United States dollars. 7. TERM AND TERMINATION.

7.1 Term. This Agreement commences on the Effective Date and, unless terminated earlier in accordance with this Agreement, continues until all Orders have terminated (“Term”). 7.2 Order Term. The initial term of an Order begins on the date set forth in the Order and continues for one year (“Initial Term”). Each Order will automatically renew for additional one year periods (each, a “Renewal Term”), unless a party gives the other party written notice of its intent to not renew at least 90 days prior to the end of the Initial Term or the then-current Renewal Term. 7.3 Termination for Cause. A party may terminate this Agreement or an Order upon notice if the other party breaches any material provision of this Agreement and (provided that such breach is capable of cure) does not cure such breach within 30 days after being provided with written notice of such breach. 7.4 Effects of Termination. Upon termination of this Agreement and all Orders: (a) all amounts owed to Wiretap Labs under this Agreement before such termination will be due and payable in accordance with Section 6; (b) Customer’s rights to access and use the Services and access additional StringerAI Content will immediately cease; (c) Customer shall promptly discontinue all access and use of the Services; and (d) Customer may continue to use the StringerAI Content that it has obtained from the Interface prior to the effective date of termination so long as such use is in accordance with this Agreement and is consistent with Customer’s use on the effective date of termination. Sections 3.2, 3.3 3.4, 4, 5.1, 5.2, 5.4, 6, 7.4, 8.1, 8.3, 9, 10, 11, and 12 survive expiration or termination of this Agreement. 7.5 Suspension. Notwithstanding anything to the contrary in this Agreement, Wiretap Labs may suspend Customer’s access to the Services if Wiretap Labs determines that: (a) Customer’s or any of its Users’ use of the Services or StringerAI content poses a reasonable risk of harm or liability to Wiretap Labs and, if capable of being cured, Customer is not taking appropriate action to cure such risk; (b) Customer has breached Sections 3.2, 3.4, or 11; (d) Customer’s or its Users’ use of the Services or StringerAI Content violates applicable law; (e) Customer has failed to pay any undisputed amounts owed under this Agreement when due and has failed to cure such late payment within 15 days after Wiretap Labs has provided Customer with written notice of such late payment; or (f) for scheduled or emergency maintenance to any of the StringerAI Software. Wiretap Labs shall use commercially reasonable efforts to provide Customer with notice of such suspension. Wiretap Labs may suspend Customer’s access to the Services until the situation giving rise to the suspension has been remedied to Wiretap Labs’s reasonable satisfaction. Wiretap Labs’s suspension of Customer’s access to the Services will not relieve Customer of its payment obligations under this Agreement. 8. WARRANTY; DISCLAIMERS.

8.1 Customer Warranties. Customer represents and warrants that it has: (a) the right to license to Wiretap Labs all Content from Customer Sources in order for Wiretap Labs to perform its obligations and exercise its rights as contemplated in this Agreement; (b) obtained the necessary rights and consents from all Customer Sources necessary for Wiretap Labs to provide the Services and exercise its rights in accordance with this Agreement, including, without limitation, consenting to Wiretap Labs use of generative AI to create the StringerAI Content from Content from Customer Sources; (c) grant Wiretap Labs the licenses in Section 4.2; and (d) complied with its obligations under Section 5. 8.2 Wiretap Labs Warranties. Wiretap Labs warrants to Customer that it will perform the Services in a professional manner consistent with industry standards. If Customer notifies Wiretap Labs of a breach of the foregoing warranty specifying the breach in reasonable detail within 30 days after Wiretap Labs performs the applicable Services, Wiretap Labs shall, at its own expense and as its sole obligation and Customer’s exclusive remedy for breach of the foregoing warranty: (a) use commercially reasonable efforts to re-perform the Services; or (b) if Wiretap Labs cannot re-perform such Services, Customer may terminate this Agreement upon written notice to Wiretap Labs and Wiretap Labs shall refund to Customer the fees paid for Services for the period following termination. 8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND AND EACH PARTY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE StringerAI CONTENT IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND AND CUSTOMER ACCEPTS FULL RESPONSIBILITY FOR ITS USE OF THE StringerAI CONTENT. Wiretap Labs MAKES NO WARRANTY THAT THE StringerAI CONTENT WILL BE COMPLETE OR ERROR FREE. Wiretap Labs MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCURACY OF THE StringerAI CONTENT OR THAT THE StringerAI CONTENT WILL MEET CUSTOMER’S REQUIREMENTS. 9. INDEMNIFICATION.

9.1 Claims Against Customer. Wiretap Labs shall defend any claim, suit, or action against Customer brought by a third party to the extent based on an allegation that the StringerAI Software infringes any Intellectual Property Rights of such third party (a “Customer Claim”), and Wiretap Labs shall indemnify and hold Customer harmless, from and against damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and other legal expenses) (collectively, “Losses”) that are specifically attributable to such Customer Claim or those costs and damages agreed to in a settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying Wiretap Labs in writing of such Customer Claim; (b) giving Wiretap Labs sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Wiretap Labs’s request and expense, assisting in such defense. In the event that the use of the StringerAI Software is enjoined, Wiretap Labs shall, at its option and at its own expense either: (i) procure for Customer the right to continue using the StringerAI Software; (ii) replace the StringerAI Software with a non-infringing but functionally equivalent product; (iii) modify the StringerAI Software so it becomes non-infringing; or (iv) terminate this Agreement and refund the amounts Customer paid for access to the StringerAI Software that relate to the period during which Customer was not able to use the StringerAI Software. Notwithstanding the foregoing, Wiretap Labs will have no obligation under this Section 9.1 with respect to any infringement claim based upon: (1) any use of the StringerAI Software not in accordance with this Agreement; (2) any use of the StringerAI Software in combination with products, equipment, software, or data that Wiretap Labs did not supply or approve of if such infringement would have been avoided without the combination with such other products, equipment, software or data; (3) any modification of the StringerAI Software by any person other than Wiretap Labs or its authorized agents or subcontractors; or (4) any StringerAI Content. This Section 9.1 states Wiretap Labs’s entire liability and Customer’s sole and exclusive remedy for infringement claims or actions. 9.2 Claims Against Wiretap Labs. Customer shall defend, any claim, suit, or action against Wiretap Labs brought by a third party to the extent that such claim, suit, or action is based upon: (a) Wiretap Labs’s use of any Content from Customer Sources in accordance with this Agreement; (b) a Derived Work; or (c) Customer’s breach of this Agreement (each, a “Wiretap Labs Claim”) and Customer shall indemnify and hold Wiretap Labs harmless, from and against Losses that are specifically attributable to such Wiretap Labs Claim or those costs and damages agreed to in a settlement of such Wiretap Labs Claim. The foregoing obligations are conditioned on Wiretap Labs: (a) promptly notifying Customer in writing of such Wiretap Labs Claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Customer’s request and expense, assisting in such defense. 10. LIMITATIONS OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID OR OWED BY CUSTOMER TO Wiretap Labs UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXCLUSIONS AND LIMITATION OF LIABILITIES SET FORTH IN THIS SECTION 10 DO NOT APPLY TO A PARTY’S OBLIGATIONS UNDER SECTION 9, TO LIABILITY ARISING FROM A PARTY’S BREACH OF SECTION 11, OR TO LIABILITY ARISING FROM CUSTOMER’S BREACH OF SECTION 3. 11. CONFIDENTIALITY.

11.1 Definitions. “Confidential Information” means all information disclosed by one party (“Discloser”) to the other party (“Recipient”) under this Agreement during the Term. Confidential Information includes information that is marked or identified as confidential and, if not marked or identified as confidential, information that should reasonably have been understood by Recipient to be proprietary and confidential to Discloser or to a third party. Wiretap Labs’s Confidential Information includes StringerAI Software. Customer’s Confidential Information includes Customer Sources. 11.2 Protection. Recipient shall not use any Confidential Information for any purpose not expressly permitted by this Agreement and shall not disclose Confidential Information to anyone other than Recipient’s employees and independent contractors who have a need to know such Confidential Information for purposes of this Agreement and who are subject to confidentiality obligations no less restrictive than Recipient’s obligations under this Section 11. Recipient will be liable to the Discloser for any of its employees’ and independent contractors’ acts or omissions, which, if performed by Recipient, would constitute a breach of this Section 11. Recipient shall protect Confidential Information from unauthorized use, access, and disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. 11.3 Exceptions. Recipient will have no confidentiality obligations under Section 11.2 above with respect to any information of Discloser that Recipient can document: (a) was already known to Recipient prior to Discloser’s disclosure; (b) is disclosed to Recipient by a third party who had the right to make such disclosure without violating any confidentiality agreement with or other obligation to the party who disclosed the information; (c) is, or through no fault of Recipient has become, generally available to the public; or (d) is independently developed by Recipient without access to or use of Confidential Information. Recipient may disclose Confidential Information if required to as part of a judicial process, government investigation, legal proceeding, or other similar process on the condition that, to the extent permitted by applicable law, Recipient gives prior written notice of such requirement to Discloser. Recipient shall take reasonable efforts to provide this notice in sufficient time to allow Discloser to seek an appropriate confidentiality agreement, protective order, or modification of any disclosure, and Recipient shall reasonably cooperate in such efforts at the expense of Discloser. 12. GENERAL.

12.1 Independent Contractor. The relationship of the parties established under this Agreement is that of independent contractors and neither party is a partner, employee, agent, or joint venture partner of or with the other, and neither party has the right or authority to assume or create any obligation on behalf of the other party. 12.2 Subcontractors. Wiretap Labs may utilize subcontractors, subprocessors, and other third-party service providers (collectively, “Subcontractors”) in the performance of its obligations, provided that Wiretap Labs will remain liable and responsible for the Subcontractors’ acts and omissions to the extent any of such acts or omissions, if performed by Wiretap Labs, would constitute a breach of, or otherwise give rise to liability to Wiretap Labs under, this Agreement when they are performing for or on behalf of Wiretap Labs. 12.3 Assignment. Neither party may assign this Agreement or any of its rights under this Agreement to any third party without the other party’s prior written consent; except that a party may assign this Agreement without consent from the other party to (a) an Affiliate; or (b) any successor to its business or assets to which this Agreement relates, whether by merger, acquisition, or sale of all or substantially all of its assets, or otherwise. Any attempted assignment in violation of the foregoing will be void and of no force or effect. 12.4 Force Majeure. Except for payment obligations, neither party will be liable for any breach of this Agreement, or for any delay or failure of performance, resulting from any cause beyond that party’s reasonable control. 12.5 Notices. To be effective, notices under this Agreement must be delivered in writing by courier, or certified or registered mail (postage prepaid and return receipt requested) to the other party at the address for each party first set forth on the signature page and will be effective upon receipt, except that e-mail may be used for routine communications and to obtain operational approvals and consents but may not be used for any other notices. 12.6 Governing Law; Venue. The laws of the State of Colorado govern this Agreement and any matters related to this Agreement, without regard to any conflicts of laws principles that would require the Application of the laws of a different jurisdiction. The parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against, state or federal courts sitting in Denver, Colorado in any litigation arising out of this Agreement or the Services. 12.7 Remedies. Each party acknowledges that any actual or threatened breach of Sections 3.2, 3.4 or 11 will constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, that injunctive relief is an appropriate remedy for such breach, and that if granted, the breaching party agrees to waive any bond that would otherwise be required. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other legal expenses, in addition to any other relief it may receive from the non-prevailing party. 12.8 Compliance with Laws. Each party shall comply with all laws, rules, and regulations, applicable to that party in connection with this Agreement. 12.9 Waivers. To be effective, any waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 12.10 Severability. If any provision of this Agreement is unenforceable, the other provisions of this Agreement will be unimpaired, and the unenforceable provision will be deemed modified so that it is enforceable to the maximum extent permitted by law (unless such modification is not permitted by law, in which case such provision will be disregarded). 12.11 Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. 12.12 Entire Agreement. This Agreement, including any Order and any exhibits or attachments thereto, constitutes the final and entire agreement between the parties regarding the subject hereof and supersedes all other agreements, whether written or oral, between the parties concerning such subject matter. No terms and conditions proposed by either party will be binding on the other party unless accepted in writing by both parties, and each party hereby objects to and rejects all terms and conditions not so accepted. To the extent of any conflict between the provisions of this Agreement and the provisions of any Order, the provisions of the Agreement will govern unless the Order specifically overrides this Agreement. No amendment to this Agreement will be effective unless in writing and signed by the party to be charged.