Customer Terms of Service

These Customer Terms of Service (this “Agreement”) govern access to and use of the Services (defined below) provided by Glidepath AI, Inc., a Delaware corporation (“Glidepath”), by the customer identified in the applicable Glidepath Account (defined below) (“Customer”). This Agreement is effective as of the earliest of the date that Customer creates a Glidepath Account, Customer accesses the Services (defined below), Customer agrees to an Order Form that references this Agreement, or Customer’s authorized representative otherwise agrees to this Agreement (the “Effective Date”).

For clarity, in the event that Customer was or is currently an “End User” of the Platform under the Glidepath User Terms of Service using the same Glidepath Account associated to its “Customer” designation under this Agreement, this Agreement will govern Customer’s access to and use of the Platform as of the Effective Date (which is the date Customer first agreed to such an Order Form or Customer’s authorized representative otherwise agreed to this Agreement).

By creating a Glidepath Account, accessing or using the Services in any manner, agreeing to an Order Form that references this Agreement, or having an authorized representative otherwise agree to this Agreement, Customer hereby agrees to be bound by this Agreement. If Customer does not agree to be bound by this Agreement, Customer shall not have any right to, access or use the Glidepath AI-enabled software platform (the “Platform”) or any related products and services provided by Glidepath (collectively the “Services”). Glidepath and Customer may sometimes be referred to in this Agreement individually as a “Party” or collectively the “Parties.” The Parties hereby agree as follows:

1. SERVICES

1.1 Access to the Services. Subject to the terms and conditions of this Agreement, Glidepath grants Customer and its authorized personnel (“Authorized Users”) a limited, revocable, non-exclusive, non-transferable right to access and use the Services during the Term in accordance with the terms of this Agreement. Glidepath reserves the right to modify, replace, or discontinue the Services, or any features thereof, at any time. Glidepath will use commercially reasonable efforts to provide Customer with reasonable advance notice of any modification that materially and adversely affects Customer’s use of the Services.

1.2 Use; Restrictions; Monitoring. Customer shall (a) be responsible for its Authorized Users’ compliance with this Agreement, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Glidepath promptly of any such unauthorized access or use, and (c) use the Services only in accordance with the documentation made available by Glidepath (as subject to change from time to time) and applicable laws and government regulations. Additionally, Customer shall not: (i) make the Services or any information therein relating to any end users of the Services (collectively, “End Users”) available to anyone other than Authorized Users; (ii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material; material in violation of third-party privacy rights; or viruses or malicious code; (iii) interfere with or disrupt the integrity or performance of the Services; (iv) attempt to gain unauthorized access to the Services or any related systems, software or networks; (v) de-compile, decrypt, reverse engineer, disassemble, or otherwise reduce the Services to human-readable form or attempt to access the source code of the Services; (vi) provide false identity information, impersonate any person or entity, or otherwise misrepresent Customer’s relationship with any person or entity; or (vii) use or view the Services to create a product or service that is competitive with the Services (the preceding (i) – (vii) collectively, the “Restrictions”). Glidepath shall have the right (but not the obligation) to monitor Customer’s, Authorized Users’ and End Users’ use of the Services to confirm compliance with the terms of this Agreement, it being understood that such monitoring shall not interfere with Customer’s use of the Services. For purposes of this Agreement, “Users” means, collectively, Authorized Users and End Users.

1.3 Order Forms. Customer and its Affiliates may be required to agree to one or more order forms in order to access or use the Platform and/or certain Services (each, an “Order Form”). An Order Form may be entered into during the online registration or sign-up process, checkout flow within the Services or Glidepath Account (defined below), or any other ordering process made available by Glidepath. Unless otherwise specified, all Order Forms shall be governed by this Agreement. In the event of a conflict between this Agreement and an Order Form, the Order Form shall take precedence.

1.4 Ownership. Glidepath owns all right, title, and interest in and to the Services, and all software, tools, services, materials, specifications, ideas, concepts, inventions, processes, techniques, know-how, deliverables, and work product used or developed by Glidepath in connection with its provision of the Services. In the event Customer provides Glidepath with any feedback or suggestions related to the Services (“Feedback”), Customer grants Glidepath a royalty-free, fully-paid-up, perpetual, irrevocable right and license to use Feedback for any lawful purposes, including incorporating Feedback into the Services or Glidepath’s other offerings. Any Feedback is provided for “as is” and shall not identify Customer. No rights are granted to Customer hereunder other than as expressly set forth herein.

1.5 Inputs and Outputs. Customer and its Authorized Users can interact with the Services in a variety of formats (each, an “Input”). The Services may generate responses (each, an “Output”) based on the Inputs. Customer is responsible for all Inputs and is solely responsible for all use of the Outputs.

1.6 Reliance on Outputs. Outputs may be generated using certain artificial intelligence or machine learning tools, which are frontier technologies that are still improving in accuracy. As a result, Output may not always be accurate, reliable or appropriate for a Customer’s given use case. Customer acknowledges that any Output is provided for general informational purposes only and does not constitute legal, financial, accounting, or other professional advice. Customer understands that it is responsible for any actions taken based upon information received from Glidepath (including any Outputs), and where professional advice is needed, that Customer should seek independent professional advice from a person who is licensed or qualified in the applicable field and jurisdiction. Glidepath does not covenant or warrant that the Output will be accurate, complete, current, error-free, free of bias, fit for a particular purpose, or suitable for Customer’s intended use. Customer is solely responsible for determining the suitability of the Output for Customer’s purposes and for complying with applicable laws, regulations, and industry standards in connection with its use of the Output.

2. ACCOUNT

2.1 Registration. In order to access the Services, Customer will be required to register for an account with Glidepath (“Glidepath Account”). In registering a Glidepath Account, Customer shall (i) provide true, accurate, current, and complete information as prompted during the registration process (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If Customer provides any Registration Data that is untrue, inaccurate, incomplete or not current, or Glidepath has reasonable grounds to suspect that any Registration Data is untrue, inaccurate, incomplete or not current, Glidepath has the right to suspend or terminate Customer’s Glidepath Account and refuse any and all current or future use of the Services.

2.2 Accounts. Glidepath reserves the right to remove or reclaim any Glidepath Account at any time and for any reason, including claims by a third party that any Glidepath Account violates such third party’s rights.

3. FEES AND PAYMENT

3.1 Fees. Customer shall timely pay Glidepath all applicable fees set forth in an Order Form or otherwise payable under this Agreement (collectively, “Fees”), including any applicable implementation fee (“Implementation Fee”). Any Implementation Fee shall be due and payable upon execution of the applicable Order Form and shall be non-refundable.

3.2 Success Fees. As part of the Services, Glidepath may facilitate introductions (each, a “Connection”) between Customer and End Users (such as prospective franchisees) that result, directly or indirectly, in successfully completed transactions (such as signed franchise agreements) (each, a “Completed Transaction”). In exchange for each Completed Transaction arising from a Connection, Customer shall pay to Glidepath a success fee (each, a “Success Fee”) as described in the applicable Order Form. Notwithstanding the foregoing, Customer shall not be obligated to pay a Success Fee with respect to any Completed Transaction with another User with whom Customer had an active commercial relationship at the time of the initial Connection or where Customer demonstrates that, within the ninety (90) days prior to the Connection, Customer was in active discussions regarding a potential transaction with such End User, in each case independent of the Services.

3.3 Subscription Fees. With respect to any Services subject to a Subscription Plan (defined below), Customer shall pay the subscription fees set forth in the applicable Order Form (the “Subscription Fees”) for the corresponding Subscription Term (defined below). Unless otherwise provided for in an Order Form, all Subscription Fees for each Subscription Term shall be invoiced and due in full on or before the first day of such Subscription Term. Where a billing start date is identified in the applicable Order Form (the “Billing Start Date”), Subscription Fees shall instead be billed based on the billing frequency identified in the applicable Order Form (the “Billing Frequency”) in advance beginning on such Billing Start Date.

3.4 Units. Where applicable, a “Unit” means each individual operating location (e.g., store, restaurant, branch, site, or territory) operated by or on behalf of Customer and added to Customer’s Glidepath Account. Customer’s initial committed Unit count (“Initial Unit Count”) is set forth in the applicable Order Form and applies to all subscription-based Services identified in the applicable Order Form. Customer may add Units at any time, with additional Units billed pro rata for the remainder of the then-current Subscription Term. Any reduction in the number of Units by Customer will take effect only at the start of the next renewal Subscription Term, provided that Customer gives written notice to Glidepath at least thirty (30) days before the end of the then-current Subscription Term.

3.5 Payments. All Fees will be quoted and payable in United States dollars. Customer’s payment obligations are non-cancelable and Fees paid are non-refundable except as otherwise provided for in this Agreement. Customer authorizes Glidepath to automatically charge its payment method on file for all Fees when due. If an Order Form instead provides for invoicing, invoiced amounts are due and payable within thirty (30) days of the applicable invoice date.

3.6 Taxes. The Fees exclude, and Customer will be solely responsible for, all sales, use, excise, withholding and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity in connection with its and its Authorized Users’ use of the Services and payment of the Fees (excluding taxes based solely on Glidepath’s income).

3.7 No Circumvention. Customer shall not take any action that has the purpose or effect of circumventing payment of any Fees, including Success Fees, payable under this Agreement, including by completing or facilitating, outside of the Services, a transaction with any End User introduced through a Connection. Any such conduct will constitute a material breach of this Agreement.

4. REPRESENTATIONS AND WARRANTIES.

4.1 Mutual Representations and Warranties. Each Party represents and warrants that: (a) it is an entity in good standing in the jurisdiction in which it is registered; (b) it has full right, power, and authority to enter into this Agreement and to bind itself to the terms and conditions herein, and that it is not a party to any other agreement that conflicts with its ability to enter into this Agreement; and (c) it will comply with all applicable federal, state, and local laws and regulations in respect to its performance of its obligations hereunder.

4.2 Customer Representations and Warranties. Customer further represents and warrants that it is solely responsible for obtaining and maintaining any consents, approvals, rights, and licenses necessary for Glidepath to use as permitted hereunder, the Customer Data (defined below), and that all Customer Data is true, accurate, current, and complete.

4.3 WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS SECTION 4, THE SERVICES AND ALL OTHER SERVICES PROVIDED BY GLIDEPATH IN CONNECTION WITH THE SERVICES ARE PROVIDED “AS IS,” AND, TO THE EXTENT LEGALLY PERMISSIBLE, GLIDEPATH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ORAL OR WRITTEN, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE. GLIDEPATH MAKES NO COVENANT OR WARRANTY AS TO ANY INFORMATION ON THE SERVICES PROVIDED BY OTHER CUSTOMERS OR USERS (INCLUDING CURRENT OR PROSPECTIVE FRANCHISEES), THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR ANY SERVICES PROVIDED BY OR ON BEHALF OF GLIDEPATH, INCLUDING WITH RESPECT TO THE FACTUAL ACCURACY OF ANY SUCH INFORMATION OR ITS SUITABILITY FOR CUSTOMER’S USE CASES.

5. TERM AND TERMINATION.

5.1 Term. The term of this Agreement will commence on the Effective Date and will continue in full force and effect until terminated in accordance with this Section 5 (the “Term”).

5.2 Subscription Term. Glidepath may offer plans that Customer may sign up for that allow subscription-based use of certain Services or certain aspects of the Services (each, a “Subscription Plan”). Subscription Plans are offered for a set subscription period (each such period, a “Subscription Term”) agreed to in the applicable Order Form. Glidepath reserves the right to modify or introduce new Subscription Plans for subsequent Subscription Terms, including changes to fees, features, or available Services, upon reasonable prior notice to Customer prior to the applicable renewal.

5.3 Renewals. Each Subscription Plan will automatically renew for successive Subscription Terms equal in length to the then-current Subscription Term unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. For each renewal Subscription Term, Glidepath may increase the applicable Subscription Fees by providing at least sixty (60) days’ prior written notice to Customer.

5.4 Cancellations. If a Subscription Plan is not renewed in accordance with Section 5.3, Customer’s right to use the Services under that Subscription Plan will continue until the end of the then-current Subscription Term and then terminate without incurring any further Subscription Fees under that Subscription Plan.

5.5 Termination. Either party may terminate this Agreement by providing the other Party with at least ten (10) days’ prior written notice if no Order Form is then in effect. Either Party may terminate this Agreement or an individual Order Form immediately upon written notice to the other Party if the other Party materially breaches this Agreement or any Order Form (including any failure to pay Fees when due) and fails to cure such breach within thirty (30) days after receiving written notice thereof. The expiration, non-renewal, or termination of an individual Subscription Plan or Order Form will not, by itself, terminate this Agreement or any other Order Form.

5.6 Effect of Termination. Termination of this Agreement will automatically terminate all active Order Forms. Upon termination of this Agreement for any reason: (a) Customer shall remain responsible for payment of all Fees that have accrued under this Agreement and any Order Forms as of the effective date of termination, including all Subscription Fees for the entirety of any then-current Subscription Term; (b) all rights granted by Glidepath hereunder shall cease and Customer shall immediately cease all use of the Services; and (c) Sections 1.2, 1.4, 3, 5.6, and 6 through 10 will survive the termination of this Agreement.

6. CUSTOMER INFORMATION.

6.1 Customer Data. All data and information that Customer or its Authorized Users upload, provide, or otherwise make available on the Services or otherwise to Glidepath concerning Customer and its Authorized Users (collectively, “Customer Data”), is, as between the Parties, owned by Customer.

6.2 Glidepath’s Use of Customer Data. Customer hereby grants to Glidepath a non-exclusive right and license to access, reproduce, create derivative works from, distribute, and use the Customer Data to provide, maintain, and improve the Services, and to develop other Glidepath products and services. Glidepath does not use (nor authorize third parties to use) Customer Data to train or fine-tune generative artificial intelligence models. Glidepath will not disclose Customer Data in identifiable form to other Users of the Services except as directed or authorized by Customer in connection with Customer’s use of the Services.

6.3 Aggregated Data. Glidepath may generate aggregated, anonymized, and/or de-identified data from Customer Data and from data relating to use of the Services (the “Aggregated Data”). Aggregated Data will not identify Customer, Authorized Users or any other individual. Glidepath owns all right, title, and interest in and to the Aggregated Data and may use Aggregated Data for any legitimate business purpose, including to analyze, develop, improve, and market its products and services, to generate benchmarking and analytics, and for other internal business and operational purposes.

7. CONFIDENTIALITY.

7.1 Confidential Information. From time to time each Party (“Discloser”) may disclose or make available to the other Party (“Recipient”) certain non-public information, including with respect to the Discloser’s business, technology, products, services, financial or pricing information, or customers, whether orally or in written, electronic or other form or media, in each case that is marked confidential or should otherwise reasonably be understood to be confidential in light of the nature of the information and circumstances of its disclosure (collectively, “Confidential Information”). Confidential Information shall not include information that: (a) is or becomes generally available to the public other than as a result of any act or omission of the Recipient; (b) is or becomes available to Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such information; (c) was known by or in the possession of Recipient on a non-confidential basis before being disclosed by or on behalf of Discloser; or (d) was or is independently developed by Recipient without reference to or use of any Confidential Information of Discloser. For the avoidance of doubt, “Confidential Information” shall not include Customer Data to the extent that Glidepath uses such data in accordance with Section 6.2 (Glidepath’s Use of Customer Data).

7.2 Obligations. Recipient shall: (i) protect and safeguard the confidentiality of Discloser’s Confidential Information with at least the same degree of care as Recipient uses to protect its own confidential information, but in no event with less than a reasonable degree of care; (ii) not use Discloser’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise Recipient’s rights or perform its obligations under this Agreement; and (iii) not disclose any Confidential Information of Discloser to any person or entity except Recipient’s personnel, contractors, agents, and representatives who need to know the Confidential Information to assist Recipient, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. Recipient shall be responsible for any breach of this Section caused by any such personnel, contractors, agents, or representatives. Upon the termination of this Agreement and upon any earlier request of Discloser, Recipient shall promptly return to Discloser or erase and destroy all copies, whether in written, electronic or other form or media, of Discloser’s Confidential Information in Recipient’s possession or control; provided, however, Recipient may retain Confidential Information in accordance with its standard backup or record retention policies or as required by law.

7.3 Required Disclosure. In the event Recipient is required to disclose any of Discloser’s Confidential Information under applicable law or a valid order issued by a court or governmental agency of competent jurisdiction, then Recipient may disclose such Confidential Information so long as Recipient (to the extent not legally prohibited) gives reasonable advance written notice to Discloser prior to such disclosure and reasonably requested assistance to Discloser if it wishes to contest or limit such disclosure.

8. INDEMNIFICATION AND RELEASE.

8.1 Indemnification. Customer shall defend and hold harmless Glidepath and its officers, directors, employees, and agents from and against any third-party action, claim, suit, demand, or proceeding brought against them (each, a “Claim”), and indemnify them for all damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred in connection therewith, arising from or relating to: (a) Customer’s use of the Services in violation of this Agreement; (b) any Customer Data or Glidepath’s use thereof in accordance with this Agreement; (c) Customer’s relationship or interactions with any other Users of the Services (including current or prospective franchisees).

8.2 Release. Customer acknowledges and agrees that Customer is solely responsible for its and its Authorized Users’ interactions with other Users of the Services (including current or prospective franchisees). To the extent permitted by applicable law, Customer hereby releases Glidepath from any and all claims or liability related to any such interactions and any action, inaction, or conduct, whether online or offline, of any other user of the Services.

9. LIMITATION OF LIABILITY.

9.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GLIDEPATH HAVE ANY LIABILITY TO CUSTOMER OR ANY OTHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT GLIDEPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GLIDEPATH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE THE FEES PAID TO GLIDEPATH IN THE TWELVE (12) MONTHS PRECEDING THE INITIAL EVENT GIVING RISE TO ANY SUCH LIABILITY. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

10. GENERAL PROVISIONS.

10.1 Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that either Party may assign this Agreement in connection with its merger or sale of all or substantially all of its assets or voting securities. Any attempted assignment in violation of this Section will be null and void.

10.2 Notices. Any notice required or permitted hereunder shall be in writing and will be deemed to have been duly given if delivered by email: (i) in the case of Customer receiving notice, to the email address provided in Customer’s Glidepath Account at the time such notice is dispatched; and (ii) in the case of Glidepath receiving notice, to contact@glidepath.com. Customer is responsible for providing Glidepath with a valid and current email address in Customer’s Glidepath Account.

10.3 Publicity. Glidepath may use Customer’s name and trademarks in Glidepath’s marketing materials and website, including but not limited to displaying the Customer’s logo, solely for the purpose of identifying Customer as a customer of Glidepath.

10.4 Governing Law and Venue. This Agreement is governed by and construed under the laws of the State of New York, without regard to any conflict of laws principles. Any claim, suit, proceeding, dispute, or action arising under or relating to this Agreement shall be brought in the state or federal courts located in New York County, New York, and the Parties agree to the exclusive personal jurisdiction of such courts.

10.5 Agreement Updates. Glidepath reserves the right to change this Agreement at any time. When changes are made, Glidepath will make a new copy of this Agreement available on the Services and will update the “Last Updated” date at the top of this Agreement. If Glidepath makes any material changes, Glidepath will use commercially reasonable efforts to provide Customer with reasonable advance notice of such changes (e.g., on the Services or via Customer’s Glidepath Account). If Customer continues to access or use any of the Services after the effective date of such changes, Customer understands and agrees that such continued use will constitute its acceptance of the modified Agreement. Any modifications to this Agreement will be effective upon posting the modified version or as otherwise indicated at the time of posting. Depending on the nature of the change, Glidepath may also notify Customer directly (for example, by email or through the Services) or request Customer’s consent to the change.

10.6 Miscellaneous. No failure to exercise, and no delay in exercising, on the part of either Party, any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right hereunder preclude further exercise of any other right hereunder. Neither Party will be liable to the other for any failure or delay in the performance of such Party’s non-monetary obligations due to causes beyond its reasonable control, such as failure or delay caused by fire, natural disaster, acts of war, terrorism, riots, civil disorders, epidemics, communications line or power failures, or governmental action. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Any waivers hereunder or, subject to Section 10.5 amendments to, this Agreement shall be effective only if made in writing and signed by a representative of each Party authorized to bind such Party. This Agreement constitutes the entire agreement between the Parties relating to this subject matter hereof and supersedes all prior or contemporaneous agreements concerning such subject matter (whether written or oral). The relationship between the Parties is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. For purposes of this Agreement the word “including”, and correlative terms, means inclusion without limitation.