fileAI Subscription Agreement

This fileAI Subscription Agreement (“FSA”) serves as the framework agreement for fileAI’s subscription services and governs any previously executed and active Order Forms (defined below) and any future Order Forms executed by the customer identified in the applicable Order Form (“Customer”) and the fileAI company identified in that Order Form (“fileAI”). This FSA, the applicable Order Form(s), and any other incorporated terms, exhibits, and addenda comprise the complete understanding between the parties on the subject matter (“Agreement”). This FSA supersedes any previously executed FSA or other master agreement(s) entered into by the parties which pertain to the Services (defined below).

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests or the ability to direct management and policies by contract or otherwise.

‍1.2 “Aggregated Data” means data derived from the operation of the Services that has been aggregated, anonymized, and de-identified such that it cannot reasonably be used to identify Customer, any User, or any individual. For clarity, Aggregated Data excludes all Customer Data.

‍1.3 “Customer Data” means all data, content, files, or information submitted to or uploaded to the Services by or on behalf of Customer or its Users, excluding Usage Data and Aggregated Data.

‍1.4 “Customer Environment” means Customer’s systems, networks, infrastructure, or third-party platforms into which the Services may integrate, including customer-hosted cloud environments.

‍1.5 “Documentation” means the technical user guides, manuals, and specifications made available by fileAI for the Services.

‍1.6 “Order Form” means a mutually executed ordering document that specifies the Services, fees, subscription term, and applicable deployment model, and may include usage limits, service levels, and any supplemental terms expressly agreed to in writing by both parties.

‍1.7 "Personal Data" means any information relating to an identified or identifiable natural person, as defined by the General Data Protection Regulation (EU) 2016/679 (“GDPR”), that is processed by fileAI on behalf of Customer in connection with the Services. 

‍1.8 “Services” means the cloud-based artificial intelligence and automation platform and related services provided by fileAI, as described in an Order Form, excluding any third-party services and Customer Environment components.

‍1.9 “Subscription Term” means the period specified in an Order Form during which Customer is authorized to use the Services.

‍1.10 “Usage Data” means technical logs, telemetry, performance metrics, and operational data generated through use of the Services, excluding Customer Data.

‍1.11 “User” means any Customer employee or individual contract worker who is designated by Customer to access and use the Services for or on behalf of Customer.

2.1 Access Rights. Subject to this Agreement and the applicable Order Form, fileAI grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer’s internal business purposes in accordance with the usage limits and policies referenced in the applicable Order Form or Documentation.

‍2.2 Deployment Models. The Services may be deployed in one or more models, as specified in the Order Form. The parties agree that fileAI’s responsibilities, warranties, and service commitments vary by deployment model as described herein and in the Security Exhibit, and any service levels apply only to the portion of the stack under fileAI’s direct control at or within the Demarcation Point as defined in the applicable Security Exhibit.

‍2.3 Integration and Demarcation of Responsibility. Where the Services integrate with the Customer Environment, the parties agree to a shared responsibility model. fileAI is responsible for the Services up to the Demarcation Point defined in the Security Exhibit. Customer is solely responsible for, and fileAI has no obligation or liability arising from: (a) the security and availability of the Customer Environment; (b) network connectivity, firewalls, and identity systems; (c) third-party software and infrastructure not controlled by fileAI; and (d) any failures, outages, or security incidents originating outside the Demarcation Point.

‍2.4 Restrictions. Customer shall not: (a) reverse engineer, decompile, disassemble, or attempt to derive source code, algorithms, or trade secrets from the Services, except to the extent such restriction is prohibited by applicable law; (b) use the Services or any output, data, or insights derived therefrom to build, train, or improve a competing product or service; (c) interfere with or disrupt the integrity, performance, security, or availability of the Services or any related systems or networks; (d) circumvent usage limits, access controls, or security measures, including by sharing accounts or credentials, or by automated access outside documented APIs; (e) use the Services in any manner that violates applicable laws, regulations, or third-party rights; or(f) permit any User or third party to engage in any of the foregoing activities.

3.1 fileAI Ownership. fileAI and its licensors retain all right, title, and interest in and to the Services, Documentation, including all software, AI models, algorithms, workflows, schema, training data, and any improvements, enhancements, modifications, or derivative works thereof, including those based on or incorporating Customer feedback. Except for the limited license rights expressly granted in Section 2.1, no ownership rights or other licenses are transferred to Customer.

‍3.2 Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer represents and warrants that it has all necessary rights to provide Customer Data to fileAI and that such Customer Data does not violate any third-party rights or applicable laws. Customer grants fileAI and its Affiliates, subcontractors, subprocessors, and service providers a limited, non-exclusive, worldwide license to process, host, store, transmit, display, reproduce, modify, and create derivative works and temporary copies of Customer Data solely to provide, maintain, and support the Services, perform fileAI’s obligations under this Agreement, and as otherwise permitted herein, including for creation of Aggregated Data as described in Section 3.3.

‍3.3 Aggregated Data and Model Improvement. Unless otherwise specified in an Order Form or Data Processing Agreement, fileAI may use Aggregated Data and Usage Data to operate, maintain, improve, and enhance the Services and its AI models, and to develop new products and features, provided such data does not identify Customer, a User, or any individual.

‍3.4 Feedback. If Customer provides feedback or suggestions regarding the Services ("Feedback"), Customer hereby grants fileAI a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose without restriction or obligation to Customer. Customer represents and warrants that it has all rights necessary to grant this license and that the Feedback does not violate any third-party rights.

4.1 Security Measures. fileAI will maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction, as further described in the Security Exhibit. fileAI will review and update its security measures at least annually to address evolving threats and maintain compliance with industry standards.

‍4.2 Data Processing. To the extent that fileAI processes Personal Data (as defined in Section 1.7) on behalf of Customer that is subject to the GDPR, then fileAI and Customer will comply with the terms of the fileAI Data Processing Agreement, currently available at www.file.ai/dpa (“DPA”), the terms of which are incorporated into this FSA.  

5.1 Fees. Customer will pay all fees specified in the applicable Order Form(s) in accordance with the payment terms set forth therein. Except as expressly stated in this Agreement (including Sections 7.1 and 10.2) and subject to applicable laws, all Services are non-cancelable and all fees are non-refundable, including in the event of early termination by Customer.

‍5.2 Payment Terms. Unless otherwise stated in an Order Form, invoices are due and payable net thirty (30) days from the invoice date. Any undisputed amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month (18% per annum) or the maximum rate permitted by applicable law, calculated daily and compounded monthly. In addition to any other rights or remedies available to fileAI, failure to pay undisputed amounts when due may result in suspension of the Services in accordance with Section 10.2.

‍5.3 Taxes. All fees are exclusive of, and Customer shall pay or reimburse fileAI for, all sales, use, value-added, goods and services, consumption, and other taxes, duties, levies, tariffs, and similar governmental charges (collectively, "Taxes"), excluding only taxes based on fileAI's net income, gross receipts, or property. If Customer is required by law to withhold any taxes from payments to fileAI, Customer shall: (a) increase the payment to fileAI so that the net amount received by fileAI equals the full amount of fees due; or (b) if Customer cannot gross up the payment, provide fileAI with official tax receipts or other documentation satisfactory to fileAI showing payment of such withholding taxes. Customer shall pay any Taxes that should have been but were not charged on previous invoices upon fileAI's request.

6.1 Confidential Information. Each party (the "Receiving Party") agrees to: (a) protect the other party's (the "Disclosing Party's") Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) use such Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement; and (c) not disclose such Confidential Information to any third party except as expressly permitted herein. Notwithstanding the foregoing, fileAI may disclose Customer’s Confidential Information to its Affiliates, subcontractors, subprocessors, and professional advisors who have a legitimate need to know such information and who are bound by confidentiality obligations at least as protective as those contained herein. Each party shall be responsible for any breach of this Section 6.1 by its permitted recipients.

‍6.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (c) is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation and without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's written records. If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall, to the extent legally permitted: (i) promptly notify the Disclosing Party in writing prior to such disclosure; (ii) cooperate with the Disclosing Party's reasonable efforts to seek confidential treatment or a protective order; and (iii) disclose only that portion of the Confidential Information that is legally required to be disclosed.

7.1 Limited Warranty. fileAI warrants that: (a) it has the necessary rights to provide the Services to Customer; and (b) the Services do not and will not infringe the intellectual property rights of a third party. Customer’s sole remedy and fileAI’s sole liability for a breach of the foregoing warranties is fileAI’s obligation to defend and indemnify Customer under Section 8.1(a). 

‍7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, THE SERVICES ARE PROVIDED “AS IS,” AND FILEAI DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY IN FULL TO CUSTOMER.

8.1 By fileAI. fileAI will defend, indemnify, and hold Customer, its Affiliates, and their respective officers, directors, employees, and agents harmless from and against any third-party claim to the extent resulting from or alleged to have resulted from: (a) the Services’ infringement of a third party’s intellectual property right; or (b) fileAI’s material breach of the Agreement. fileAI shall have no obligation under this Section 8.1 for claims arising from: (i) modification of the Services by anyone other than fileAI; (ii) use of the Services in combination with products, services, or data not provided or approved by fileAI; (iii) Customer's failure to implement updates made available by fileAI that would have avoided the infringement; (iv) Customer Data; or (v) use of the Services in violation of this Agreement or applicable law.

8.2 By Customer. Customer shall defend, indemnify, and hold fileAI, its Affiliates, and their respective officers, directors, employees, and agents harmless from and against any third-party claim to the extent resulting from or alleged to have resulted from: (a) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates third-party intellectual property rights, privacy rights, or other rights; or (b) Customer’s material breach of this Agreement. 

8.3 Indemnification Procedures. Each party will promptly notify the other in writing of any third-party claim. The indemnifying party will (a) control the defense of the claim; and (b) obtain the other party’s prior written approval of the indemnifying party’s settlement or compromise of a claim. The indemnified party will (i) not unreasonably withhold or delay its approval of the request for settlement or compromise; and (ii) assist and cooperate in the defense as reasonably requested by the indemnifying party at the indemnifying party’s expense.

9.1 Liability Cap. Subject to Section 9.3, neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for an amount that exceeds the total fees paid or payable to fileAI during the term of the applicable Order Form(s).

9.2 Damages Waiver. SUBJECT TO SECTION 9.3, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, INCLUDING ITS RESPECTIVE AFFILIATES, BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, USE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

‍9.3 Exclusions. The limitations of liability stated in Sections 9.1 and 9.2 do not apply to: (a) either party's confidentiality obligations under Section 5; (b) either party's indemnification obligations under Section 8; (c) either party's liability for fraud, gross negligence, or intentional misconduct; or (d) either party's violation of the other party's intellectual property rights.

10.1 Term. This FSA is effective on the date the first Order Form is executed by Customer and fileAI (“Effective Date”) and remains in effect until all Order Forms have expired or been terminated.

10.2 Termination and Suspension. Either party may terminate this Agreement or an affected Order Form upon thirty (30) days’ prior written notice if the other party materially breaches this Agreement and fails to cure such breach within the thirty (30) day notice period; provided that fileAI may suspend access to the Services immediately upon notice to Customer if: (a) Customer's account is more than fifteen (15) days overdue; (b) fileAI reasonably believes Customer's use of the Services violates applicable law or third-party rights; (c) fileAI reasonably believes Customer's use poses a security risk to the Services, fileAI, or other customers; or (d) Customer becomes subject to bankruptcy, insolvency, or similar proceedings. fileAI will use commercially reasonable efforts to provide advance notice of suspension where practicable, except in cases of emergency. Suspension will not relieve Customer from its payment obligations.

‍10.3 Effect of Termination. Termination of this FSA or an Order Form will not relieve Customer from its obligation to pay fileAI any fees stated in an Order Form, excluding termination by Customer for fileAI’s uncured material breach of this FSA. If Customer terminates this FSA or an Order Form because of fileAI’s uncured material breach, fileAI will refund a pro-rata share of any pre-paid fees under the applicable Order Form.  Upon termination or expiration of this Agreement or any Order Form, Customer may request export of Customer Data in a commercially reasonable format within thirty (30) days after the effective date of termination. fileAI shall use commercially reasonable efforts to make such data available for export, subject to payment of any outstanding fees. After the thirty (30) day period, or upon thirty (30) days after termination for Customer's material breach, fileAI shall have no obligation to maintain or provide Customer Data and may delete such data in accordance with its standard data retention policies, unless legally prohibited. Notwithstanding the foregoing, fileAI may retain copies of Customer Data: (a) as required by applicable law or regulatory requirements; (b) in archived or backup systems in accordance with fileAI's standard backup and disaster recovery procedures until such data is overwritten in the ordinary course of business (but in no event longer than one hundred eighty (180) days after termination unless required by law); or (c) as reasonably necessary for audit, compliance, and legal defense purposes, provided that fileAI shall maintain the confidentiality and security of any such retained data in accordance with Section 6. Customer acknowledges that fileAI shall have no liability for deletion of Customer Data following termination in accordance with this Section 10.3. The provisions of this FSA that by their nature extend beyond the termination of this FSA will survive termination.

11.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed, or conditioned, except that either party may assign this Agreement without consent to an Affiliate or a successor-in-interest that is not a competitor of the non-assigning party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates, provided that the assignee agrees in writing to be bound by the terms of this Agreement. Any attempted assignment in violation of this Section shall be void.

11.2 No Partnership. This Agreement does not create a partnership, agency relationship, or joint venture between the parties.  The parties are independent contractors, and neither party has authority to bind the other or to create any obligation or responsibility on behalf of the other.  

‍11.3 Entire Agreement. This Agreement, together with all Order Forms and Exhibits, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations, and communications, whether written or oral, relating to such subject matter. Any terms contained in or referenced by Customer purchase orders, vendor portals, invoices, or similar documents issued by either party are expressly rejected and shall have no force or effect unless expressly agreed to in a writing signed by both parties that specifically references this Section.

‍11.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from this Agreement. In either case, the remaining provisions of this Agreement shall remain in full force and effect.

‍11.5 Notices. Notices will be provided in writing to the email address and/or physical address of the other party stated on the Order Form, unless otherwise stated in the Agreement.  Notices are effective on the date of delivery.  

‍11.6 Marketing. Except as necessary to provide the Services to Customer, fileAI will not name Customer as a customer of fileAI in its marketing and promotional materials without obtaining Customer’s prior consent.  

‍11.7 Dispute Resolution. If an issue arises under the Agreement and the applicable Order Form was signed by (a) Bluesheets Pte Ltd, then the Agreement is governed by the laws of Singapore, and any action or proceeding related to the Agreement will be brought in Singapore courts; (b) fileAI LLC,  then the Agreement is governed by the laws of the State of Delaware, and any action or proceeding (including those arising from non-contractual disputes or claims) related to the Agreement will be brought in the federal or state courts located in Wilmington, DE, USA. Each party irrevocably submits to the jurisdiction and venue of the applicable courts.

‍11.8 Amendment. The parties may amend the Agreement only in a written amendment signed by both parties, except for the DPA, which may be updated from time to time to the extent a change is advisable under applicable laws or regulations.

‍11.9 Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement (except for payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials, provided that the affected party: (a) provides prompt notice to the other party of such force majeure event; and (b) uses commercially reasonable efforts to mitigate the effects of such event. If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected Order Form upon written notice to the other party.

‍11.10 Export Compliance. Customer will comply with all applicable export and import control laws and regulations in its use of the Services and will not export, re-export, or transfer the Services or any related technical data in violation of such laws and regulations. Customer represents that it is not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, and is not on any U.S. government list of prohibited or restricted parties.

‍11.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and electronically delivered signatures shall have the same force and effect as original signatures. Each party represents and warrants that the individual binding a party under this FSA is authorized to do so.