Terms of Service Agreement

AnySoftware, Inc. d/b/a AnySoft (“AnySoft,” “we,” “us,” and/or “our”) provides the AnySoft Service (as defined below). As used in this Agreement, the term “Customer” means the individual, organization and/or or entity specified on the applicable order form submitted by, or on behalf of, such individual, organization and/or entity for the purchase of a subscription license to access the AnySoft Service.

1. Definitions

Capitalized terms have the meaning set forth below or as defined within this Agreement.

• “Account” means the account registered in the name of Customer to access the AnySoft Service, including any sub-accounts registered for Users.
• “Account Data” means the account information and data provided by Customer and/or its Users, which may include, name, location, e-mail address, or other contact information, and billing information.
• “AI Law” means any federal, state, or local law, rule, or regulation pertaining to the development, sale, or use of AI Tools, including, without limitation, the Colorado Artificial Intelligence Act (CAIA) and EU AI Act.
• “AI Tools” means generative artificial intelligence, large language models, and machine learning services or applications which are capable of generating outputs in response to an Input.
• “AnySoft AI Tools” means AI Tools owned and operated directly by AnySoft.
• “AnySoft Service” means AnySoft’s proprietary cloud-based service through which AnySoft provides hosted applications generated by AI Tools, including the “Anya” agentic AI service, as may be further described in an Order Form.
• “AnySoft Technology” means the AnySoft Service, AnySoft AI Tools, Performance Data, Documentation, any code or other deliverables provided as part of Professional Services, and all applicable software, data, or technical information used by AnySoft or provided to Customer in connection with the foregoing, including all infrastructure, orchestration logic, building blocks, and marketplace components.
• “Beta Features” means any beta versions of and/or beta features and/or functionality of the AnySoft Service, which are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description, and made available by AnySoft to Customer hereunder.
• “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, that (a) is clearly identified as confidential or proprietary at the time of disclosure, or (b) the receiving party knew or should have known, given the nature of the information and the circumstances of its disclosure, was considered confidential or proprietary. Confidential Information does not include Personal Data (as defined in Section 7.1).
• “Customer Data” means any content or information, including Inputs, uploaded, submitted, and/or transmitted to the AnySoft Service (including any AI Tools included in or made available as part of the AnySoft Service) by Customer or Users, or otherwise provided to AnySoft by Customer or any User in connection with the use of the AnySoft Service, including from Third-Party Services, or other Customer materials provided by Customer or accessed by AnySoft in connection with the Professional Services. Customer Data does not include Performance Data.
• “Customer Marks” means Customer’s trademarks, tradenames, service marks, and logos.
• “Documentation” means AnySoft’s then-current technical and functional documentation for relating to the AnySoft Service that are provided or made available to Customer, and as may be modified by AnySoft from time to time.
• “Fees” means the fees for the AnySoft Service and any Professional Services as set forth on an Order Form.
• “Input” means a prompt, input, query, command, or other user instruction from Customer.
• “Order Form(s)” means an order form, order page, purchase order, or other similar document mutually agreed upon and executed by the parties and referring to this Agreement which specifies the AnySoft Service, any Professional Services, and applicable Fees.
• “Output” means any text, data, information, documents, call transcript, summary, briefings, or other output generated through the submission of Input to the AI Tools available through the of the AnySoft Service.
• “Performance Data” means general performance and usage data, metrics, and analytics about the AnySoft Service, including Customer’s use of the AnySoft Service. Performance Data does not include any Customer Data.
• “Professional Services” means any integration, onboarding, training, or other services related to the AnySoft Service performed by AnySoft for Customer, as identified on an Order Form.
• “Third-Party Service” means any third-party service or application connected to, or integrated with, the AnySoft Service by or on behalf of Customer. Third-Party Services do not include any Third-Party AI Tools included in or used directly by the AnySoft Service.
• “Third-Party AI Tools” means AI Tools owned and operated by a third party and used by AnySoft under license.
• “Third-Party AI Provider” means a provider of a Third-Party AI Tool.
• “Usage Parameters” means the maximum number of permitted users and/or seats (if any) specified on the applicable Order Form(s), and any other parameters applicable to the subscription purchased by Customer and/or otherwise specified in the Documentation, Order Form, or in writing by AnySoft regarding the scope of use of the AnySoft Service by Customer and/or its Users.
• “Users” means employees, contractors, or agents of Customer who are authorized by Customer to access the AnySoft Service pursuant to Customer’s rights under this Agreement, and subject to any Usage Parameters.

2. Eligibility

Customer must be at least 18 years of age or the age of majority in customer’s jurisdiction. Customer affirms and represents and warrants that Customer is 18 years old or the age of majority in Customer’s jurisdiction, and is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this agreement. In addition, the AnySoft Service is not intended for use by individuals under the age of 18, or the equivalent minimum age in the relevant jurisdiction. Customer must ensure, and represents and warrants, that each User is at least 18 years of age, or the equivalent minimum age in the relevant jurisdiction. Any use of or access to the AnySoft Service (or any part thereof) by Customer and/or any User that does not meet the eligibility requirements set forth in this Section is strictly prohibited and is a material violation of this Agreement.

3. AnySoft Service; Access; Restrictions

3.1 Access to the AnySoft Service.

Subject to the terms and conditions of this Agreement, AnySoft hereby grants to Customer a revocable, non-sublicensable, non-transferable (except as provided in Section 14.2), non-exclusive right to access and use, and to permit its Users to access and use, the AnySoft Service, solely for Customer’s internal business purposes and in accordance with this Agreement and the Documentation, and subject to any Usage Parameters or other limitations set forth in the Order Form and/or Documentation or by AnySoft in writing regarding the scope of use of the AnySoft Service.

3.2 Accounts.

To access and use the AnySoft Service, Customer and each User must register for an Account using unique Account credentials. These credentials cannot be shared or used by more than one individual User to access the AnySoft Service. Customer is responsible for maintaining the confidentiality of Customer’s and its Users’ Account credentials and is solely responsible for all activities that occur under the Accounts, regardless of whether such activity is authorized by Customer. Customer will promptly notify AnySoft of any actual or suspected unauthorized use or access to its Account. Customer agrees to, and shall ensure that its Users, provide and maintain Account Data that is true, accurate, current, up to date, and complete. Customer agrees that it will not, and will not permit any User or other third party to, (a) create an Account using a false identity or fictitious name or information; and/or (b) create an Account or use the AnySoft Service if Customer or such User has been previously removed or banned from use of the AnySoft Service, or any part thereof.

3.3 Beta Features.

If Customer elects to access any Beta Features, AnySoft grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Beta Features solely for Customer’s internal evaluation and subject to any and all technical limitations implemented in the Beta Features and/or other applicable limitations by AnySoft for the Beta Features. Beta Features are provided as-is, are not supported, and may be subject to additional terms as specified by AnySoft in writing and/or in the applicable documentation for the Beta Features. Nothing in this Agreement requires or otherwise obligates AnySoft to make available any Beta Features to Customer. AnySoft reserves the right to terminate Customer’s access to any Beta Features at any time, for any reason.

3.4 Restrictions.

Customer will not, and will not permit any User or other party to: (a) allow any third party to access the AnySoft Service except as expressly allowed herein; (b) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the AnySoft Service for the benefit of any unauthorized third party; (c) reverse engineer, decompile, disassemble, decode, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the AnySoft Service; (d) use any automated software, devices or other processes to “scrape,” extract, or download data from the AnySoft Service (other than Customer Data) without the prior written consent of AnySoft; (e) interfere in any manner with the operation of the AnySoft Service or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the AnySoft Technology without the prior written consent of AnySoft; (f) attempt to access the AnySoft Service through any unapproved interface; (g) attempt to circumvent any usage restrictions of the AnySoft Service; (h) modify, copy or make derivative works based on any part of the AnySoft Service; (i) access or use the AnySoft Service to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking, or engage in model extraction or theft attacks; (j) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of AnySoft or its licensors on the AnySoft Technology or any copies thereof; (k) use the AnySoft Technology in any manner that infringes, misappropriates, or otherwise violates the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; (l) take any action that imposes an unreasonable or disproportionately large load on the AnySoft Service (or any part or component thereof), or its underlying infrastructure and systems; (m) frame, mirror, or utilize framing techniques to enclose the AnySoft Service or any portion thereof; (n) impersonate any person or entity, use a fictitious name, or falsely state or otherwise misrepresent Customer’s affiliation with any person or entity or falsify age or date of birth or any other eligibility requirements; (o) use the AnySoft Service (or any part thereof), or transmit Customer Data or any other content, data, or materials, in any manner that violates any law, rule, regulation or any other legal or regulatory requirement imposed by any regulatory or government agency, including, without limitation, export laws and regulations; or (p) otherwise use the AnySoft Service in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with applicable law, the Documentation, the Order Form or this Agreement. The AnySoft Service may have storage and other limitations.

3.5 Suspension.

AnySoft reserves the right to suspend Customer’s or any User’s access to the AnySoft Service for any failure, or suspected failure, to comply with the foregoing conditions. AnySoft may also suspend Customer’s or any User’s access to all or any part of the AnySoft Service, without notice and without incurring any resulting obligation or liability, if: AnySoft believes, in its good faith and reasonable discretion, that Customer’s or any User’s use of the AnySoft Service poses a risk to the security or integrity of AnySoft’s systems, interferes with AnySoft’s ability to reliably provide the AnySoft Service to other customers, or may subject AnySoft to liability. This Section 3.5 does not limit any of AnySoft’s other rights or remedies, whether at law, in equity, or under this Agreement. AnySoft will use reasonable efforts to notify Customer or the applicable User(s) prior to suspension and will restore access to Customer or the applicable User(s) as soon as such risks no longer apply.

3.6 Customer Data.

Customer acknowledges and agrees that Customer, and not AnySoft, will have the sole responsibility for any and all Customer Data submitted, transmitted, contributed, provided, or otherwise made available by Customer and its Users in connection with the use of the AnySoft Technology, including the accuracy, quality, integrity, legality, reliability, and appropriateness thereof. The Customer Data will not: (a) be deceptive, defamatory, abusive, harassing, fraudulent, obscene, pornographic, objectionable, or unlawful; (b) contain any viruses, worms or other malicious computer programming codes intended to damage the AnySoft Service; or (c) violate, and Customer making it available to AnySoft pursuant to this Agreement will not violate, the intellectual property, privacy, or other rights of any third party or any Applicable Data Protection Laws (as defined in Section 7.1). Customer represents and warrants that Customer has all necessary ownership, rights, authorizations, and consents to transmit, submit, and otherwise use the Customer Data in connection with the AnySoft Technology and to grant AnySoft the licenses in and to the Customer Data as set forth in this Agreement. Without limiting the generality of the foregoing, Customer is responsible for ensuring that its use of the AnySoft Service complies with applicable law including obtaining consents and providing notices to its Users and any third-party in connection with its and their use of the AnySoft Service, including for any features that enable (i) recording, monitoring, or communications using or made available through the AnySoft Service; and/or (ii) uploading or submission of recorded conversations (such features, the “Recording Features”). The laws regarding the notice and notification requirements of such recorded conversations vary by location. It is Customer’s responsibility to follow applicable foreign, federal and local laws when using such features, including informing the participants that the discussion is being recorded.

3.7 Third-Party Services.

Certain features and functionalities within the AnySoft Service may allow Customer and its Users to interface or interact with, access, or use compatible Third-Party Services. Customer is responsible for enabling the integration of each Third-Party Service, and by doing so, Customer acknowledges that: (a) AnySoft may access any Customer Data provided via a Third-Party Service so that it may be used in accordance with the terms of this Agreement, and (b) it is instructing AnySoft to share Customer Data (including Personal Data where directed) with the providers such Third-Party Services. Third-Party Services are not under the control of AnySoft and AnySoft does not endorse, is not responsible for, and makes no representations as to any Third-Party Services, their content, or the manner in which they handle, secure, protect, or use Customer’s data. Customer’s use of the Third-Party Services is governed by the Customer’s agreement with providers of the Third-Party Services. Customer acknowledges and agrees that, for the purposes of Applicable Data Protection Laws, each of AnySoft and providers of any Third-Party Service are not processors or subprocessors of Personal Data with respect to each other. AnySoft is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer's access or use of any such Third-Party Services, or Customer’s reliance on the privacy practices or other policies of such Third-Party Services. ANYSOFT DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES, AND ANYSOFT WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN CUSTOMER AND THE THIRD-PARTY PROVIDERS OF SUCH THIRD-PARTY SERVICES.

3.8 Use of AI Tools.

Customer acknowledges and agrees that the AnySoft Service includes the use of AI Tools, including Third-Party AI Tools. With respect to the AI Tools and their use by Customer as part of the AnySoft Service, Customer agrees that:

• Third-Party AI Tools may be subject to additional, terms, conditions, or policies (collectively, “AI Policies”). Customer agrees to and shall ensure that its Users use the AI Tools in accordance with the use restrictions set forth in this Agreement, any applicable AI Policies, and any additional terms, conditions, and policies that may be referenced in the Documentation or distributed in writing to Customer from time to time. AnySoft’s current list of Third-Party AI Tools are available at https://trust.delve.co/anysoftware.
• Inputs and Outputs may be used by AnySoft or third parties as necessary (i) to provide the AnySoft Service to Customer, including generating Outputs, (ii) to train, retrain, or fine-tune the AnySoft AI Tools (but not any Third-Party AI Tools), (iii) as may be required by applicable law, and (iv) as necessary to enforce this Agreement and/or any AI Policies. For clarity, AnySoft will not, and will not permit any third party to use any (A) Inputs to train, retrain, or fine-tune Third-Party AI Tools; or (B) Customer Data (excluding Inputs) submitted, transmitted, or provided through the AnySoft Service to train any AI Tools, unless Customer has explicitly agreed to the use of such Customer Data for training. Inputs will be processed according to this Agreement and will be deleted thirty (30) days after submission, unless otherwise agreed to by Customer in an Order Form or required by applicable laws. As between AnySoft and Customer, Customer is solely responsible for the accuracy, quality, integrity, reliability and appropriateness of Inputs and Customer’s compliance with all applicable laws in the creation of Inputs.
• Customer acknowledges and agrees that, due to the nature of AI Tools and the fact that AI is a rapidly evolving field, (i) Output may not be unique to Customer or its Users or may be similar to the Output provided to other customers, (ii) Outputs may contain material inaccuracies, misleading information, or ‘hallucinations’ or otherwise not produce intended results, (iii) Outputs may not reflect correct, current, up-to-date, or complete information; (iv) AI Tools are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content; (v) data used to train AI Tools may be of poor quality or biased; (vi) AI Tools may have difficulty understanding the nuances of language, including slang, idioms, and cultural references, or with complex tasks that require reasoning, judgment, or decision-making. AnySoft does not represent or warrant that Outputs will (A) be free of third-party content or (B) not infringe third-party intellectual property, proprietary, or other rights. Customer further agrees that the AnySoft Service leverages Third-Party AI Tools and that AnySoft is not liable, and Customer agrees not to seek to hold AnySoft liable, for any Third-Party AI Tools, including as these may be used or included in the AnySoft Service. Customer is responsible for evaluating whether Outputs are appropriate for Customer’s use case, including where manual human review is appropriate, before using Outputs and must develop its own internal policies and procedures regarding the appropriate use, suitability, and legality of all Outputs. Customer, and not AnySoft, is solely responsible for ensuring that its use of the AnySoft Service and Outputs comply with all applicable law. Without limitation to Section 3.4, Customer further agrees: (1) it will not, and it will not permit any User other person to use the AI Tools or any Outputs to develop, train or improve any AI or ML models (separate from authorized use of the AnySoft Service under this Agreement); not to misrepresent, or permit any User or other person to misrepresent, that the Outputs are an original work or wholly human-generated or have been reviewed, approved, vetted or certified by AnySoft or its affiliates, personnel, service providers, agents, or representatives; (y) not to rely, or encourage others to rely, on any Outputs without independently evaluating their accuracy and appropriateness of use, including by using manual human review; and (z) that Outputs do not necessarily represent the views of AnySoft, any Third-Party AI Providers, or any other service providers of AnySoft. OUTPUTS FROM THE AI TOOLS ARE GENERATED THROUGH MACHINE LEARNING PROCESSES AND ARE NOT TESTED, VERIFIED, ENDORSED, OR GUARANTEED TO BE ACCURATE, COMPLETE, OR CURRENT BY ANYSOFT. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THAT ALL OUTPUTS ARE ACCURATE AND APPROPRIATE FOR ANY AND ALL OF CUSTOMER’S USE CASES OR APPLICATIONS.
• Any Third-Party AI Providers are and shall be third party subprocessors of Personal Data (“Subprocessors”), and Customer acknowledges and agrees that additional Subprocessors may be added from time to time to support the provision of the AnySoft Service. If Customer’s use of the AnySoft Service requires the acceptance of any third-party terms and conditions and Customer accepts such terms, either in writing or by clicking “Accept” or a similar action executed by its Users, Customer is responsible for its compliance with any such terms and conditions.

3.9 Monitoring and Removal of Customer Data.

Customer acknowledges that AnySoft has no obligation to monitor or pre-screen Customer Data, although AnySoft reserves the right in its sole discretion to pre-screen, refuse, or remove any Customer Data, and Customer hereby provides its irrevocable consent to such monitoring. Without limiting the foregoing, (a) AnySoft shall have the right to remove any Customer Data that, in AnySoft’s sole discretion, (i) violates this Agreement, and/or any codes of conduct or other applicable policies made available to Customer through the AnySoft Service or otherwise, or (ii) is otherwise objectionable; and (b) Customer acknowledges and agrees that AnySoft may preserve Customer Data and may also disclose Customer Data if required to do so by law or if, in AnySoft’s good faith belief, such preservation or disclosure is reasonably necessary to: (1) comply with legal process, applicable laws or government requests; (2) enforce this Agreement; (3) respond to claims that Customer Data violates the rights of third parties; or (4) protect the rights, property, or personal safety of AnySoft and/or its shareholders, affiliates, and licensors, and the public. This Section 3.9 does not limit any of AnySoft’s other rights or remedies, whether at law, in equity, or under this Agreement.

4. Professional Services

4.1 Services.

AnySoft will provide the Professional Services specified in an Order Form. The scope, timeline, and tasks of the parties with respect to such Professional Services shall be as specified in an Order Form or as otherwise mutually agreed upon by the parties in writing. The Professional Services and any code or other deliverables provided as a part thereof may only be used in conjunction with the AnySoft Service. All Professional Services will be provided remotely unless otherwise agreed in the applicable Order Form.

4.2 Cooperation.

Customer will reasonably cooperate with AnySoft in the performance of the Professional Services. Such cooperation may include (a) the appointment of a single point of contact for all matters related to the Professional Services, (b) the provision of reasonable remote network access to those Customer systems that utilize the Professional Services, and (c) making suitably trained personnel with sufficient knowledge of Customer’s systems available during normal business hours. Customer acknowledges that in order to perform the Professional Services, AnySoft may be required to have access to certain Customer Data.

5. Fees and Payment

5.1 Fees.

Customer agrees to pay all Fees in accordance with any Order Form and this Agreement.

5.2 Professional Services Fees.

If Customer purchases Professional Services, Customer shall pay the applicable Fees as set forth in the applicable Order Form.

5.3 Taxes.

Any Fees owed by Customer in connection with this Agreement are exclusive of, and Customer will pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Customer in connection with this Agreement, except for employment taxes and taxes based on AnySoft’s income.

5.4 Payment Terms.

Unless otherwise expressly set forth in the applicable Order Form, all Fees are due and payable by Customer monthly in advance and shall be charged to Customer’s preferred payment method. Customer is required to maintain a valid payment method on file with AnySoft during the Term. All Fees must be paid in U.S. dollars, and Customer will be responsible for any foreign transaction fees or similar charges imposed by the provider of Customer’s preferred payment method. All Fees are non-refundable and non-cancellable. If the preferred payment method is not successfully charged (e.g., insufficient funds, card expiration), Customer authorizes AnySoft to continue attempting the charge or to invoice Customer directly and Customer remains responsible for all uncollected Fees. Payments by Customer of any Fees owed hereunder that are past due will be subject to interest at the rate of one and one-half percent (1½%) per month (or, if less, the maximum allowed by applicable law) of that overdue balance. AnySoft reserves the right (in addition to any other rights or remedies AnySoft may have) to suspend Customer’s access to the AnySoft Service if any Fees set forth in the applicable Order Form are more than thirty (30) days overdue until such amounts are paid in full.

6. Proprietary Rights

6.1 AnySoft Technology.

Customer acknowledges that AnySoft retains all right, title and interest in and to the AnySoft Technology (excluding Customer Data), including any enhancements, improvements, or derivatives thereto, and that the AnySoft Technology is protected by intellectual property rights owned by or licensed to AnySoft. Other than as expressly set forth in this Agreement, no license or other rights in the AnySoft Technology are granted to the Customer.

6.2 Customer Data.

Customer retains all right, title, and interest in and to the Customer Data and Outputs. Customer hereby grants to AnySoft a non-exclusive, worldwide, royalty-free, irrevocable, and fully paid-up license during the Term to access, process, and use (including through the use of subcontractors) Customer Data and Output generated by or on behalf of Customer (a) to provide and maintain the AnySoft Service, the Professional Services, and any accompanying services provided to Customer hereunder or as otherwise expressly permitted in this Agreement, and (b) to improve the AnySoft Service. AnySoft may use Customer Data and Outputs to comply with applicable law, enforce AnySoft’s terms and policies, and keep the AnySoft Service safe.

6.3 Performance Data.

AnySoft may monitor Customer’s use of the AnySoft Service and may collect, generate, process, and compile Performance Data. As between AnySoft and Customer, all right, title, and interest in the Performance Data, and all intellectual property rights therein, belong to and are retained solely by AnySoft. AnySoft may use Performance Data to operate, improve, analyze, and support the AnySoft Service and for other lawful business purposes, provided that AnySoft will not disclose the Performance Data externally unless it is (a) de-identified so that it does not identify Customer, its Users, or any other person, and (b) aggregated with data across other customers; provided that, notwithstanding the foregoing, AnySoft may share Performance Data with its third-party payment processors solely for billing purposes in connection with this Agreement.

6.4 Feedback.

Customer or its Users may give feedback to AnySoft on the use, operation, and functionality of the AnySoft Technology and Professional Services, including information about operating results, known or suspected bugs, errors, or compatibility problems, suggested modifications, and user-desired features, functionality, or workflows (collectively, “Feedback”). AnySoft may use and incorporate such Feedback in any manner and for any purpose, including in connection with its business, products, and services, without restriction or consideration to Customer. AnySoft will not identify Customer as the source of any such feedback. AnySoft acknowledges that all Feedback is provided to AnySoft on an “as is” basis and that Customer is not responsible for AnySoft’s use of any Feedback, including any results therefrom.

7. Data Protection

7.1 Personal Data.

Customer acknowledges and agrees that, as between the parties, with respect to the collection, transmission, disclosure, processing and/or use of any personally identifiable data and/or information through or in connection with the use of the AnySoft Service (“Personal Data”), that is subject to any applicable laws, rules, or regulations pertaining to data privacy or data security (“Applicable Data Protection Laws”), Customer is the data controller and AnySoft is merely a data processor and/or service provider as such terms are defined pursuant to Applicable Data Protection Laws. Customer represents and warrants that with respect to any Customer Data (including, without limitation, Personal Data) transmitted, hosted, stored or processed, or otherwise provided by Customer and/or its Users to AnySoft in connection with the use of the AnySoft Service, that: (a) Customer is in compliance with all Applicable Data Protection Laws; and (b) Customer has made all disclosures to, and obtained all permissions and/or approvals from, each applicable data source as may be necessary or required to transmit such data through the AnySoft Service. Personal Data provided or collected through or in connection with the use of the AnySoft Service shall only be used in accordance with this Agreement and our Privacy Policy located at https://anysoft.app/privacy. Customer agrees to execute and/or enter into any documents, agreements, statements, or policies reasonably deemed necessary or appropriate by AnySoft to comply with any Applicable Data Protection Laws with respect to any Personal Data. Without limiting the foregoing, if Customer is located in the European Union, Customer may request a Data Processing Addendum (“DPA”) from us by contacting AnySoft at privacy@anysoft.app.

7.2 Sensitive and Restricted Data.

Customer will not provide (or cause or permit to be provided) any Sensitive Data to AnySoft for processing under this Agreement (including, in any audio or video recordings recorded by the Recording Features), and AnySoft will have no liability whatsoever for Sensitive Data, whether in connection with a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to unencrypted Customer Data, or otherwise. “Sensitive Data” means (a) social security number, tax file number, passport number, driver’s license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card); (c) employment, financial, credit, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, information about sexual life or sexual orientation, or criminal record; (e) account passwords; (f) other information that falls within the definition of “special categories of data” under Applicable Data Protection Laws; and/or (g) and any other data Customer does not have the right to process.

8. Confidential Information

8.1 Restrictions.

As a recipient of Confidential Information, each party agrees that it will (a) use the Confidential Information of the disclosing party only as set forth in this Agreement, (b) not disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under this Agreement, (c) limit access to the Confidential Information of the disclosing party to its employees and contractors who have a need to know such information to use or provide the AnySoft Service, and who are bound by confidentiality obligations consistent with those contained herein, and (d) protect the Confidential Information of the disclosing party from unauthorized use, access, or disclosure in a reasonable manner.

8.2 Exclusions.

The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information which (a) is or becomes generally known and available to the public through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession without confidentiality restrictions prior to disclosure by the disclosing party, (c) is received without a confidentiality restrictions from a third party with the right to make such a disclosure, or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the receiving party will, if permitted by law, provide advance notice of the disclosure to the disclosing party and cooperate, at the disclosing party’s expense, so that the disclosing party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.

9. Term and Termination

9.1 Term.

The term of this Agreement will commence when Customer accepts this Agreement (such as by creating an Account) and continue until all Order Forms have expired, unless terminated earlier in accordance with the terms of this Agreement (the “Term”). Unless otherwise set forth in an Order Form, each Order Form will have an initial term of one (1) year (the “Initial Term”) and will automatically renew for successive one (1) year terms (each a “Renewal Term” and together with the Initial Term, the “Order Term”), unless either party provides no fewer than thirty (30) days’ written notice of its intent to terminate the Order Form prior to the end of the then-current term.

9.2 Termination.

• Customer may terminate this Agreement and its Account, at any time, by submitting its request to AnySoft by contacting us at: founders@anysoft.app; provided, however, any prepaid Fees for the AnySoft Service will not be refunded and any unpaid fees for the remainder of the Order Term shall become immediately due and payable.
• Either party may terminate this Agreement upon written notice if: (1) the other party materially breaches the Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach, or (2) the other party: (i) becomes insolvent, (ii) files a petition in bankruptcy that is not dismissed within sixty (60) days of commencement, or (iii) makes an assignment for the benefit of its creditors.
• Unless otherwise specified in an Order Form, AnySoft may terminate this Agreement at any time, for any reason, and without penalty and without compensation of any kind except as expressly set forth herein, upon written notice to Customer.

9.3 Effect of Termination.

Upon the expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer hereunder will immediately terminate and Customer will cease use of the AnySoft Service and Documentation. Termination of this Agreement will not relieve Customer of its obligation to pay all Fees that accrued prior to such termination. Each party will return to the other or destroy all Confidential Information of the other party. Notwithstanding the foregoing, each party may retain the Confidential Information of the other in accordance with its standard backup procedures, subject to the requirements in Section 7.1 (Personal Data) and Section 8 (Confidential Information). Customer is solely responsible for deleting or retrieving Customer Data from the AnySoft Service prior to termination for any reason. Sections 1, 3.3, 3.4, 3.7, 3.8, 4.2, 6, 8, 9.3, and 10.3-14 will survive the termination of this Agreement.

9.4 Changes to the Services.

Customer understands and agrees that AnySoft may change and update the AnySoft Service at any time. AnySoft will notify Customer of any material change to or discontinuation of the AnySoft Service by email or via AnySoft’s website. Customer acknowledges and agrees that AnySoft will not be liable to Customer or to any third party (including, without limitation, any User) for any modification, suspension or discontinuance of the AnySoft Service (or any part thereof).

10. Representations and Warranties

10.1 By AnySoft.

AnySoft represents and warrants that the AnySoft Service, when used in accordance with the Documentation and the terms of this Agreement, will operate as described in the Documentation in all material respects. If Customer notifies AnySoft of any breach of the foregoing warranty, as Customer’s sole and exclusive remedy, AnySoft will use commercially reasonable efforts to repair and fix the non-conforming service, and if AnySoft is unable to repair and fix the non-conforming service, then Customer may terminate this Agreement upon fifteen (15) days’ written notice. AnySoft also warrants that the Professional Services will be performed in a professional and workmanlike manner. If Customer notifies AnySoft of any breach of the foregoing warranty, AnySoft will, as Customer’s sole and exclusive remedy, at its option either re-perform the Professional Services or refund sums paid for such Professional Services.

10.2 By Customer.

Customer represents and warrants that (a) it has all rights necessary to upload and use the Customer Data with the AnySoft Service and to grant AnySoft all licenses to Customer Data in this Agreement without violating any third-party intellectual property, privacy, or other rights, including Applicable Data Protection Laws; and (b) that its use of the AnySoft Service, including all Outputs, will comply with all applicable laws.

10.3 Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE ANYSOFT TECHNOLOGY AND ANY OUTPUTS PRODUCED BY THE ANYSOFT TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND (B) ANYSOFT AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, QUIET ENJOYMENT, QUALITY, OR NON-INFRINGEMENT. ANYSOFT DOES NOT (I) WARRANT OR REPRESENT THAT THE ANYSOFT TECHNOLOGY WILL BE FREE FROM BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS OR BE UNINTERRUPTED OR ERROR-FREE, OR (II) MAKE ANY OTHER REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE ANYSOFT TECHNOLOGY OR THE OUTPUTS PRODUCED BY THE ANYSOFT TECHNOLOGY IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANYSOFT IS NOT LIABLE, AND CUSTOMER AGREES IT WILL NOT SEEK TO HOLD ANYSOFT LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ANY THIRD-PARTY SERVICE OR THIRD-PARTY AI PROVIDER, AND THAT THE RISK OF INJURY FROM ANY THIRD PARTY RESTS ENTIRELY WITH CUSTOMER. CUSTOMER AGREES THAT ANY USE OF OUTPUT FROM THE ANYSOFT SERVICE IS AT YOUR SOLE RISK AND CUSTOMER WILL NOT RELY ON ANY OUTPUT AS A SOURCE OF TRUTH. THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO CUSTOMER.

11. Indemnification

11.1 By AnySoft.

If any claim, suit, action, or proceeding (collectively, “Claim”) is instituted by a third party against Customer based upon a claim that the AnySoft Service, as delivered and when used in accordance with this Agreement, infringes any third party’s intellectual property rights, AnySoft will defend, indemnify, and hold harmless Customer against such action at its own expense and will pay all losses, damages, liabilities, fines, penalties, assessments, fees, expenses, and costs (including reasonable attorney’s fees) (collectively, “Losses”) attributable to such claim that are finally awarded against Customer or agreed to (and reasonably approved by AnySoft) in settlement. The foregoing indemnification obligation does not apply to any matter for which Customer is obligated to indemnify AnySoft. If the AnySoft Service (or any part thereof) is enjoined or, in AnySoft’s determination is likely to be enjoined, AnySoft may, at its option and expense (a) procure for Customer the right to continue using the affected AnySoft Service, (b) replace or modify the affected AnySoft Service so that it is no longer infringing but continues to provide materially comparable functionality, or (c) terminate this Agreement and Customer’s access to the AnySoft Service and refund any unused amounts previously paid for the AnySoft Service attributable to the remainder of the then-current Order Term from the date of termination. Notwithstanding the foregoing, AnySoft will have no obligation under this Section or otherwise with respect to any infringement claim based upon: (i) Customer’s continued allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; (ii) any use of the AnySoft Service not in accordance with this Agreement or as specified in the Documentation; (iii) any use of the AnySoft Service in combination with other products, equipment, software or data not supplied by AnySoft, including Third-Party Services; (iv) Customer Data; (v) any trial version of the AnySoft Service or any Beta Features; (vi) the Output, when such claim is predicated on an Input provided by Customer in combination with any other element of the AnySoft Service, (vii) any modification of the AnySoft Service by any person other than AnySoft or its authorized agents; or (viii) Third-Party AI Tools. THIS SECTION SETS FORTH THE ENTIRE OBLIGATION OF ANYSOFT AND THE EXCLUSIVE REMEDY OF CUSTOMER AGAINST ANYSOFT FOR ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

11.2 By Customer.

If any Claim is instituted by a third party against AnySoft, its affiliates, and/or each of their respective shareholders, directors, managers, members, officers, employees, contractors, and agents (collectively, “AnySoft Indemnitees”) relating to (a) Customer Data or Customer’s or any User’s violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (b) Customer’s or its Users’ breach or alleged breach of this Agreement; (c) Customer’s and its Users’ use of the AnySoft Service (including any activities under Customer’s Account and/or Users’ sub-Accounts); (d) Customer’s violation of applicable law, rules or regulations, including, without limitation, any Applicable Data Protection Laws and laws pertaining to the monitoring or recording of conversations; or (e) breach or violation of any terms and conditions, policies, orders, or other agreements and/or guidelines applicable to any Third-Party AI Tools or any Third-Party Services, then Customer will indemnify, defend, and hold the AnySoft Indemnitees harmless against such action at its own expense and will pay all Losses attributable to such claim which are finally awarded against AnySoft or paid in settlement of such claim.

11.3 Procedure.

Any party that is seeking to be indemnified under the provision of this Section 11 (the “Indemnified Party”) must (a) promptly notify the other party (the “Indemnifying Party”) of any third-party Claim, for which it is seeking an indemnity hereunder (a delay in providing notice does not excuse these indemnity obligations unless the Indemnifying Party is materially prejudiced by such delay), (b) give the Indemnifying Party the sole control over the defense of such Claim (and in any related settlement negotiations), and (c) reasonably cooperate with the Indemnifying Party in such defense at the Indemnifying Party’s request and expense. The Indemnifying Party will not agree to any settlement that requires the Indemnified Party to admit to fault or to take or refrain from taking any action without the Indemnified Party’s prior written consent. The Indemnified Party may participate in the defense of the claim using its own counsel (at its own expense).

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL (A) ANYSOFT OR CUSTOMER BE LIABLE FOR SPECIAL, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS IN ANY WAY RELATING TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ANYSOFT ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE; OR (B) ANYSOFT’S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED (I) THE AMOUNT OF FEES ACTUALLY RECEIVED BY ANYSOFT FROM CUSTOMER PURSUANT TO THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (II) WITH RESPECT TO ANY VERSION PROVIDED ON A “FREE” BASIS OR OTHER FREE, TRIAL, PROMOTIONAL, OR BETA VERSION PROVIDED ON A “FREE” BASIS, USD $200.00. THE FOREGOING LIMITATIONS WILL NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S INDEMNITY OBLIGATIONS (TO THE EXTENT PAID TO THE THIRD-PARTY PLAINTIFF) UNDER SECTION 11, CUSTOMER’S BREACH OF SECTION 3.4 (RESTRICTIONS), A PARTY’S BREACH OF SECTION 8 (CONFIDENTIAL INFORMATION), OR TO LIABILITIES THAT CANNOT BE LIMITED BY LAW. ANYSOFT DISCLAIMS ALL LIABILITY OF ANY KIND OF ITS AFFILIATES, LICENSORS AND SUPPLIERS. THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH LIMITATIONS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Modifications to this Agreement

AnySoft reserves the right to update or modify this Agreement at any time. The revised version of this Agreement will be posted on our site at https://anysoft.app/terms (the “Site”). Except as stated below with respect to material changes, all updates and modifications to this Agreement will be effective from the day they are posted, as indicated by the “Last Updated” date set forth above. If AnySoft makes any material changes to this Agreement, AnySoft will provide reasonable prior notice to Customer of these changes by sending a notification to the email address AnySoft has on file for Customer or, if AnySoft does not have an email address on file, by posting a prominent notice on AnySoft’s Site and/or through the user interface of the AnySoft Service. Material changes to this Agreement will become effective on the date set forth in the notice. It is Customer’s responsibility to regularly visit and review this Agreement for updates, changes, and modifications. If Customer does not agree to any updates or modifications to this Agreement, Customer must terminate its Account as set forth in Section 9.2(a) above and cease all use and access of the AnySoft Service. Customer’s and/or any of its Users’ continued access or use of the AnySoft Service (or any part thereof) after the applicable effective date of the revised Agreement will constitute Customer’s acceptance of the revised Agreement.

14. General Provisions

14.1 Governing Law; Forum.

This Agreement will be governed by, and all disputes arising under or in connection with this Agreement will be resolved in accordance with, the laws of the State of California, exclusive of conflict or choice of law rules. Each party agrees that any action, suit, or other proceeding based upon or arising from this Agreement will be brought and maintained only in a federal or state court of competent jurisdiction located in San Francisco County, California. Each party consents to the mandatory jurisdiction and venue of such courts and waives any right to object to jurisdiction and venue. Notwithstanding the foregoing, nothing will prevent a party from seeking injunctive relief in any court of competent jurisdiction for any misuse or misappropriation of that party’s intellectual property rights or Confidential Information.

14.2 Assignment.

Customer may not assign this Agreement, or delegate or sublicense any of its rights under this Agreement, without AnySoft’s prior written consent. AnySoft may freely assign this Agreement and its rights and obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

14.3 Order of Precedence.

In the event of a conflict between this Agreement, an Order Form, or an exhibit to the Agreement, the following order of precedence will govern: the Software as a Service Agreement, an Order Form (as applicable), and then the other exhibits, if any. Notwithstanding the foregoing, an Order Form will take precedence over this Agreement if the Order Form expressly states which Sections of this Agreement are intended to be superseded by the Order Form.

14.4 Notices.

Any notice under this Agreement must be given in writing to the other party at the email or physical address set forth on an Order Form. Notices will be deemed to have been given upon: (a) receipt (or when delivery is refused) if delivered in person; (b) confirmation of receipt or 24 hours after transmission, whichever is sooner, if sent by email (unless an error message or failure-to-deliver notification is received); (c) 1 business day after deposit with a nationally or internationally (as applicable) recognized express courier, with written confirmation of receipt; or (d) 3 business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. With respect to any notices relating to breaches of this Agreement or termination, any email notice must reference this Section 14.4.

14.5 Force Majeure.

Any delay in the performance of any duties or obligations of either party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outage, or any other event beyond the control of such party (collectively, a “Force Majeure Event”), provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. If the AnySoft Service is unavailable or materially degraded for a continuous period of thirty (30) days due to a Force Majeure Event, either party will have the right to terminate the Agreement, and AnySoft will refund any unused amounts previously paid for the AnySoft Service attributable to the remainder of the then-current Order Term from the effective date of termination.

14.6 Publicity.

AnySoft may use Customer’s name and Customer Marks to identify Customer as a customer, including on AnySoft’s website, social media and in sales and marketing materials. AnySoft will use Customer Marks in accordance with Customer’s applicable branding guidelines, and AnySoft may not use Customer’s name or Customer Marks in any other way without Customer’s prior written consent.

14.7 Export.

Customer agrees not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from AnySoft, or any products utilizing such data, in violation of the United States export laws or regulations. Further, each party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the AnySoft Service provided (“Export Laws”) to assure that neither any deliverable, if any, nor any direct product thereof is (1) exported, directly or indirectly, in violation of Export Laws or (2) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical, or biological weapons proliferation. Customer further represents that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties. Customer acknowledges and agrees that products, services, or technology provided by AnySoft are subject to the export control laws and regulations of the United States, agrees to comply with these laws and regulations, and agrees that it will not, without prior U.S. government authorization, export, re-export, or transfer AnySoft products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

14.8 U.S. Government Restricted Rights.

If Customer is a government end user, then this provision also applies to Customer. The software contained within the AnySoft Service and provided in connection with this Agreement has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227- 7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government will be governed solely by this Agreement and will be prohibited except to the extent expressly permitted by this Agreement.

14.9 Consent to Electronic Notices.

Customer consents to receiving electronic communications from AnySoft via email, through the user-interface of the AnySoft Service, or through AnySoft’s authorized support communication channels, which may include notices about transactional information and other information concerning or related to Customer’s use of the AnySoft Technology. These electronic communications are part of Customer’s relationship with AnySoft and Customer receives them as part of Customer’s access and use of the AnySoft Technology. Customer agrees that any notices, agreements, disclosures or other communications that AnySoft sends Customer electronically will satisfy any legal communication requirements, including that such communications be in writing, to the extent permitted by applicable law.

14.10 Miscellaneous.

This Agreement (as modified by the parties from time to time) is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. 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. All waivers must be in writing. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture, or employee-employer relationship is intended or created by this Agreement. There are no third-party beneficiaries of this Agreement.

15. Questions and Additional Information

Please feel free to contact us with any questions about this Agreement.

• By email: founders@anysoft.app
• Privacy inquiries: privacy@anysoft.app
• By mail: AnySoftware, Inc., 698 Emerson St, Palo Alto, CA 94301