End User License Agreement

IMPORTANT – READ CAREFULLY: This End User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and SprintReview, Inc. DBA Actual AI ("Actual AI") for any software and documentation that accompany this EULA.

ACTUAL AI PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS EULA AND THE PROOF OF LICENSE AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY CLICKING "I AGREE," INSTALLING OR OTHERWISE USING OR ACCESSING THE SOFTWARE, YOU: (A) AGREE TO BE BOUND BY THE TERMS OF THIS EULA; AND (B) REPRESENT AND WARRANT THAT (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, AND (II) IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND BIND THEM TO THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL, USE, OR ACCESS THE SOFTWARE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS EULA, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS EULA, AND THIS EULA EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF ACTUAL AI'S SOFTWARE.

We may update this EULA from time to time and will provide you with the latest version by providing a notice to you in the Software. Your licensing of Software is in accordance with the terms of the EULA in effect at the time of such licensing. By licensing Software, you accept and agree to the EULA in effect at such time.

1. Definitions

"Affiliate" means an entity controlled by or under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Open Source Software" means any open source software, or any individual software components, that are licensed under the terms of various separate software license agreements.

"Proof of License" means the collective set of documentation from Actual AI evidencing your obligation to pay associated fees for the license, and/or the authorized scope of use of the Software under this EULA.

"Server" means a single physical computer that is accessed or accessible by multiple client programs and/or users and are owned, leased, or controlled by you. Multiple computers that share processing power or operate in a networked configuration as a single computer, such as a "server cluster," or similar arrangement, shall constitute multiple Servers for the purpose of this EULA.

"Software" means collectively, any Actual AI software for which you are acquiring a license to which this EULA applies, including any Hosted Features (as defined below) and all versions related thereto, and associated media, printed materials, and online or electronic documentation. The term "Software" specifically excludes all Open Source Software provided with the Software.

"Software License Key" means a unique code to be issued to you by Actual AI that is required to activate the Software.

"You" or "Your" means the individual or legal entity specified in the Proof of License.

2. License Grant

2.1 Trial or Beta Licenses

The Software can be activated with no-cost evaluation or beta test Software License Key(s). Software License Keys for evaluation or beta test versions of the Software will expire on a certain date as noted when you activate the evaluation or beta test Software License Key (the "Expiration Date"). When you activate the Software using an evaluation or beta test Software License Key, the Software is licensed to you subject to the additional terms of this "Trial or Beta Licenses" section. If you activate an evaluation or beta version of the Software (hereinafter referred to as an "Evaluation Product" or "Beta Product," as applicable) with an evaluation or beta Software License Key, then and notwithstanding anything in this EULA to the contrary: (a) you may use the Evaluation Product or Beta Product, as applicable, internally until the Expiration Date only to evaluate the suitability of the Evaluation Product for licensing on a for-fee basis or test and evaluate the Beta Product, as applicable; (b) Actual AI will have no duty or obligation to provide you with the support services described by Section 4 below; and (d) THE EVALUATION PRODUCT OR BETA PRODUCT, AS APPLICABLE, TOGETHER WILL ALL ASSOCIATED DOCUMENTATION, IS PROVIDED TO YOU "AS IS" WITH ALL FAULTS AND DEFECTS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ACTUAL AI, AND ITS AFFILIATES AND RESPECTIVE LICENSORS, HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND SATISFACTORY QUALITY AND ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, ACTUAL AI PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NEITHER ACTUAL AI NOR ANY OF ITS AFFILIATES BEAR ANY LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF THE EVALUATION PRODUCT OR BETA PRODUCT, AS APPLICABLE, THROUGH AND AFTER THE EXPIRATION DATE, AND HAS NO DUTY TO PROVIDE SUPPORT TO YOU.

2.2 License Rights

The Software is provided under a license to you and is not sold. Subject to the terms and limitations of this EULA and the terms of your Proof of License, Actual AI hereby grants you a non-exclusive, non-transferable limited license, without rights to sublicense, during the license term to: (i) use the Software License Key(s) to activate the Software to the extent permitted by your Proof of License and subject to payment of the applicable license fees, if any; (ii) install as many instances of the Software on as many Servers as you like, provided that the total number of authorized users across all of your instances does not exceed the amount of users permitted by your Proof of License; (iii) use the Software, in object code form only, solely for internal use and solely in accordance with the terms and conditions of this EULA and the Proof of License, and (iv) use the documentation for the Software in connection with permitted licensed uses of the Software. An applicable Software License Key or other program within the Software may monitor your usage of the Software to ensure your compliance with the limitations set forth in the Proof of License and this EULA. We also reserve the right to audit your usage of the Software at any time.

2.3 SaaS License and Use

Certain features of the Software, such as interactive features, may be provided on a hosted basis to you if you purchase access to them (the "Hosted Features"). Subject to the terms and limitations of this EULA and the terms of your Proof of License, Actual AI hereby grants you during the license term a non-exclusive, non-transferable license, without the right to sublicense, to access and use the Hosted Features to the extent permitted by your Proof of License, subject to the payment of applicable license fees if any, and subject to the Hosted Features terms and conditions set forth in Section 2.9 below.

2.4 Proof of License

Your Proof of License will specify: (a) the Software licensed, (b) the license term, (c) the total number of authorized users (including individual users and maximum concurrent users), and (d) any other applicable terms (e.g., Expiration Date, use restrictions (such as open source projects or commercial use) authorized location(s) for a site license, etc.). Additionally, if your Proof of License includes additional services, then it will also specify the (e) service and (f) service term. If your rights to Software or services are limited in duration and the date such rights begin is other than the purchase date, your Proof of License will provide that beginning date(s). The Proof of License may be delivered to you in various forms, including but not limited to, an email, a written document, or a click-through agreement.

3. License Restrictions

You may not assign this EULA, in whole or in part, without the prior written consent of Actual AI, except as part of the sale or other transfer of any Server on which the Software came pre-loaded, provided that you retain no copies of the Software and the transferee agrees in writing to honor the terms and conditions of this EULA in all respects. In the case of any such transfer, Actual AI shall continue to own all right, title and interest in and to any intellectual property embodied in the Software. Any attempt by you to assign or otherwise transfer your right and obligations under this EULA in violation of the provisions of this Section 10 shall be null and void. Subject to the foregoing, this EULA will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

4. Your Responsibilities

Actual AI collects information about its users to measure and analyze how its users interact with its products, such as usage patterns and characteristics of its user base. Actual AI collects such information in accordance with its Privacy Policy, which is incorporated herein by reference.

5. Support

Actual AI's – AS WELL AS ITS AFFILIATES, AND ANY OF THEIR RESPECTIVE LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS – AGGREGATE LIABILITY SHALL NOT, IN ANY EVENT, EXCEED THE LICENSE FEES, IF ANY, ACTUALLY PAID BY YOU FOR THE SOFTWARE LICENSED UNDER THIS EULA IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER ACTUAL AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

6. Updates

This EULA is governed and construed by the laws of the State of Arizona, United States without regard to any choice or conflict of law principles or rules. The United Nations Convention for the International Sale of Goods shall not apply. The federal and state courts located in Maricopa County, Arizona USA shall have exclusive jurisdiction in respect of any and all disputes arising in connection with this EULA or Proof of License. This EULA and the Proof of License is the entire agreement between us with respect to the subject matter hereof and supersedes the terms of any purchase orders and any other communications or advertising with respect to the Software. If any provision of this EULA is held invalid, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this EULA shall continue in full force and effect. This EULA may be modified only by written agreement signed by authorized representatives of you and Actual AI. No term or provision hereof will be considered waived by Actual AI, and no breach excused, unless such waiver or consent is in writing signed by Actual AI. No consent by Actual AI to, or waiver of, a breach, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent breach. The section headings appearing in this EULA are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such paragraph or in any way affect such section. Any notice required or permitted to be given must be in writing and is considered received: (a) when personally delivered; (b) one business day after having been sent by overnight mail via a professional carrier; or (c) when sent via facsimile or electronic mail, receipt confirmed, with an original document placed in the mail within 5 business days of the date of that facsimile or electronic mail. All business and legal communications from Actual AI to you may be sent through the Software or by email or regular mail to the address on file in your account. You may designate another address in writing by changing your address in your account. Legal notices to Actual AI must be sent with a copy addressed to: SprintReview, Inc. DBA Actual AI, 251 LITTLE FALLS DRIVE, WILMINGTON, DE 19808, to the attention of "Legal" or such other address as may be communicated to you by Actual AI.

7. Termination

If you have any questions about this EULA or wish to request any special terms for a customer subscription, please direct all correspondence to: SprintReview, Inc. DBA Actual AI, 251 LITTLE FALLS DRIVE, WILMINGTON, DE 19808, or email legal@actual.ai. If you want to report a suspected bug or security vulnerability with our site or products, please contact security@actual.ai.

8. Disclaimer of Warranties

Actual AI warrants that the Software will perform substantially in accordance with the accompanying documentation for a period of ninety (90) days from the date of receipt (the "Warranty Period"). The foregoing warranty does not apply to any failure of the Software that is caused by: (i) use of the Software in combination with or in connection or in connection with any hardware or software not specified in the documentation or expressly authorized by Actual AI in writing; (ii) modifies or damages the Software, or the media on which it is provided, including abnormal physical or electrical stress; or (iii) misuses the Software, including any use of the Software other than as specified in the associated documentation. THE FOREGOING WARRANTIES DO NOT APPLY, AND ACTUAL AI STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD PARTY MATERIALS.

9. Limitation of Liability

Within the Warranty Period, should you encounter and report to Actual AI a reproducible error that causes the Software to not meet the foregoing warranty, then Actual AI will, at its sole discretion, either: (a) resolve the error or malfunction, and modify or replace the Software (if deemed necessary by Actual AI); or( b) allow you to terminate this EULA with respect to the non-conforming Software and, upon your return of the Software to Actual AI, Actual AI shall refund to you the amount you paid for the non-conforming Software. THE REMEDIES DESCRIBED IN THIS SECTION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDIES, AND ACTUAL AI'S SOLE LIABILITY UNDER THIS EULA.

10. Export Control

Actual AI provides the Software solely on the terms and conditions set forth in this EULA and the Proof of License and on the condition that you accept and comply with them. By clicking "I agree," installing or otherwise using or accessing the Software, you agree to be bound by the terms of this EULA.

11. U.S. Government Rights

The Software is provided "as is" and with all faults and defects without warranty of any kind.