OBOT AI, INC. MANAGED SERVICES AGREEMENT
Effective Date: June 2, 2026
THIS AGREEMENT GOVERNS YOUR (“CUSTOMER”, “YOU”, “YOUR”) ORGANIZATION’S ACQUISITION AND USE OF OBOT AI, INC. (HEREAFTER “OBOT”) MANAGED SERVICES.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR MANAGED SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO YOU AND/OR SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE MANAGED SERVICES.
Customer may not access the Managed Services if Customer is direct competitor of Obot, except with Obot’s prior written consent. In addition, Customer may not access the Managed Services for purposes of monitoring their availability, performance or functionality.
Customer’s use of the Managed Services constitutes Customer’s agreement to these terms. It is effective between Customer and Obot as of the date Customer signs an Order Form or first use the Managed Services, whichever is earlier.
- Structure; Licensing Framework
1.1 Structure. The Agreement between the parties consists of the following components: (a) this Agreement, (b) the EULA (https://www.obot.ai/eula/); (c) the applicable Order Form, or a Statement of Work (“SOW”) (including any applicable addenda for specific Services); (d) the Support Terms; and (e) any software-specific license(s) that accompany Obot Software. To the extent of any conflict or ambiguity between the terms and conditions of this Agreement, an Order Form, the Support Terms, and/or the EULA, the terms and conditions will be interpreted in the following order of precedence: (1) the applicable Order Form; (2) this Agreement; (3) the Support Terms; (4) the EULA; and (5) all other documents and policies applicable between the parties. Notwithstanding the foregoing order of precedence, in the event of any conflict between Section 10 (Service Level Agreement) of this Agreement and the Support Terms with respect to the Managed Services, Section 10 will control. - Term and Termination
2.1 Term of the Agreement. This Agreement will begin on the Effective Date and continues until terminated as set forth herein (the “Term”).
2.2 Subscription Term. Any Subscription that You order will start on the specified Subscription start date (as identified in the applicable Order Form) and end at the expiration of the Subscription Term (“Subscription Term”) as defined in the applicable Order Form unless sooner terminated according to this Agreement. Subscriptions automatically renew for successive Terms equal to the expiring Subscription Term unless either party gives written notice to the other party of its intention not to renew. Notice of non-renewal must be given at least sixty (60) days before the expiration of the applicable Subscription Term.
2.3 Termination. Either party may terminate this Agreement (in whole or with respect to any Order Form or SOW) by notice to the other party if: (a) the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after written notice (except in the case of a breach of Section 1 of the EULA in which case no cure period will apply), or (b) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In addition, Obot may, at its option and without limiting its other remedies, suspend (rather than terminate) any Subscription if You breach the Agreement (including with respect to payment of Fees) until the breach is remedied, and such suspension will not limit any other remedy Obot may have under the Agreement.
2.4 Effect of Termination. The expiration or termination of this Agreement and/or the termination, expiration, or suspension of an individual Obot Subscription will not terminate or suspend any other Obot Subscriptions or the remainder of this Agreement, unless otherwise specified in the notice of termination or suspension, and this Agreement will continue to govern such unaffected Obot Subscription(s). If this Agreement is terminated in whole, all outstanding Order Forms and related Obot Subscriptions will terminate. If this Agreement or any Order Form and related Obot Subscriptions are terminated, You agree to pay for all items specified in the applicable Order Form that You used or deployed or that were provided by Obot up to the date of termination. You shall remain liable for all applicable Fees for the Obot Subscriptions stated in the applicable Order Form. If Obot is in uncured material breach of this Agreement and You terminate for material breach pursuant to Section 2.3, Obot will provide a pro-rata refund of any pre-paid but unused Subscription Fees calculated as of the date of termination. In all other cases Subscription Fees are not refundable. Upon any expiration or termination of this Agreement or the applicable Subscription, Your and Your End Users’ right to access the Managed Services will cease as of the effective date of termination, and Obot will have no obligation to retain, and may delete, Your CPE and Customer Data. Obot does not provide any post-termination period for data retrieval, and You are solely responsible for exporting or otherwise retrieving any Customer Data You wish to retain prior to the effective date of termination.
2.5 Survival. The provisions of Sections 14 (Liability), 15 (Indemnification), 16 (Confidential Information), and any other terms and conditions of this Agreement which by their nature reasonably should survive the termination or other expiration of this Agreement shall survive any expiration or termination of this Agreement. - Ordering Obot Services
3.1 You may order Services, such as Consulting Services or Training Services, via an Order Form as mutually agreed upon. Consulting Services will be deemed complete and/or accepted unless, within ten (10) days after delivery, You give Obot written notice of aspects in which the Services do not meet the SOW requirements. Upon receipt of such written notice, Obot will correct such deficiencies; if Obot is unable to correct the deficiencies within a reasonable period of time, Obot or You may terminate the relevant SOW on written notice and Obot shall provide a pro-rata refund of the amount You paid for the part of the Services Obot did not correct. - Subscription Terms
4.1 Restrictions; Limitations. You agree You will not: (a) resell, sublicense, rent, loan, lease, time share or otherwise make the Software available to any party not authorized under the Agreement or an applicable Order Form; (b) modify, adapt, alter, translate, copy, or create derivative works based on the Software; (c) reverse-engineer, decompile, disassemble, or attempt to derive the source code for the Software (unless such right is granted by applicable law and then only to the minimum extent required by law); (d) access the Software in order to: (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Software; (e) merge or use the Software with any software or hardware for which they were not intended (as described in the Documentation); (f) allow Users to share access credentials; (g) use the Software for unlawful purposes or to store unlawful material; (h) use the Software to send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, or agents; (i) remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of Obot or its suppliers contained on or within any copies of the Software, (j) bypass any security measure or access control measure of the Software, (k) use the Software other than as described in the Documentation, or (l) perform or disclose any benchmarking or testing of the Software itself or of the security environment or associated infrastructure without Obot’s prior written consent. Restrictions (b), (c), (e), and (i) apply only with respect to Software components that are actually delivered to You for installation outside the hosted Managed Services. The remaining restrictions in this Section 4.1 apply to all use of, and access to, the Software, whether as part of the Managed Services or as a locally-installed component.
4.2 Customer Responsibilities. You will: (a) at all times remain responsible for Users’ compliance with the Agreement and will promptly notify Obot of any unauthorized access to the Software arising from a compromise or misuse of Your or Your User’s access credentials, (b) use the Software only in accordance with the Documentation, applicable laws, and government regulations, (c) comply with terms of service of any Connected Applications You use in conjunction with the Service, and (d) remain responsible for any action in violation of the Agreement by Your Affiliates or Users.
4.3 Support and Lifecycle Terms. Subscriptions to Obot Software include different levels of support as described in Your Order Form at the time of purchase. Support is governed by the Obot Support Terms. The availability, maintenance, and related service level commitments specific to the Managed Services are set forth in Section 10 (Service Level Agreement) of this Agreement, which supersedes the Support Terms with respect to those subjects in the event of any conflict.
4.4 Software Updates and Upgrades. If Obot commercially releases any Upgrades and/or Updates during the period covered by Your Subscription, Obot will deploy such Upgrades and/or Updates to the Managed Services environment in accordance with the Maintenance Window and Maintenance Notification procedures set forth in Section 10. Use of Upgrades is subject to the restrictions of the EULA provided with the Upgrade.
4.5 Internal Use. Each Subscription acquired by You is solely for Your internal use and internal benefit and may be deployed only on infrastructure owned or managed by You or managed on Your behalf (including, for the avoidance of doubt, infrastructure operated by Obot in connection with the Managed Services), in each case exclusively for Your internal benefit. You may not: (a) use any Subscription or Obot Software for the benefit, directly or indirectly, of any third party, which includes making the Subscription or Obot Software available as part of any product or service that is sold, leased, rented or otherwise made available by You; (b) allow a third party to use or access, directly or indirectly, any of Your Subscription or Obot Software for that third party’s own benefit; or (c) assign or transfer the Subscription to any third party. In this Section 4.5, Your internal use means use by the entity entering into the Agreement and, subject to Section 4.6, Your Affiliates. The usage rights and restrictions set out in this Section 4.5 are “Internal Use.”
4.6 Affiliate Use. Your Affiliates may access and use Subscriptions acquired by You provided that: (a) You ensure that each Affiliate accessing or using the Subscription Offering complies with the Agreement, including procuring access to such Affiliates’ systems for the purpose of compliance verification in accordance with the Agreement; (b) You are responsible for Your Affiliates’ non-compliance with the Agreement as if it were Your own; (c) You are liable for the payment of all Subscriptions used or accessed by Your Affiliate; and (d) nothing in the Agreement grants any Affiliate the right to enforce the Agreement directly against Obot.
4.7 Technical Preview. Obot may from time to time provide early access to new, beta or pre-release product features and functionality, for You to provide feedback on and for You to test and experiment with (such products and features being “Technical Previews”). Technical Previews are not Obot Software, are not provided as part of any Obot Subscription and none of the rights or obligations in the Agreement apply to the Technical Previews. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT THE TECHNICAL PREVIEWS MAY CONTAIN ERRORS AND ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
4.8 Connected Applications. The Software contains features designed to interoperate with Connected Applications. To use such features, You or Your Users may be required to obtain access to such Connected Applications from their providers and grant the Software access to Your or Your Users’ account(s) on such Connected Applications. Disclaimer: Obot makes no warranty or guarantee as to the interoperability or availability of any Connected Applications and Your use of any such Connected Applications is wholly at Your own risk. Obot may terminate interoperability with Connected Applications at any time in Obot’s sole discretion, after providing You commercially reasonable notice (except in the case where the Connected Application poses a security risk to the Service). Any acquisition by You of Connected Applications, and any exchange of Customer Data between You and any Connected Application provider, product, or service, is solely between You and the applicable Connected Application provider. Obot does not warrant or support Connected Applications. Obot is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by any Connected Application or its provider.
4.9 Future Features and Functions. You agree that Obot may, from time to time, at its sole discretion, modify and update the Software. You understand and agree that any features or functions related to Obot software referenced on any Obot website, or in any presentations, verbal or electronic communications, press releases or public statements, which are not currently available as a “Generally Available” release, may not be delivered on time or at all. The development, release, and timing of any features or functionality described for our products and services remains at Obot’s sole discretion. Accordingly, You agree that You are purchasing products and services based solely upon features and functions that are currently available as of the time of Your order, and not in expectation of any future feature or function. Furthermore, You agree Obot may release functionality or features in the future not to be made available to the Obot customer base generally, and that access to such new features may, in Obot’s sole discretion, require payment of additional Fees.
4.10 AI Features. From time to time, Obot may make available certain functionalities that allow You to utilize artificial intelligence, machine learning, or similar technologies through the Software (the “AI Features”). Customer Data will not be used to train or improve Obot or third-party foundation models without Your prior written consent. You or Your Users may provide input, including Customer Data, for use with the AI Features (“AI Input”) and receive output generated and returned by the AI Features based on the AI Input (“AI Output”). Other customers providing similar AI Input to the AI Features may receive the same or similar AI Output. You acknowledge and agree that You are responsible for reviewing and validating AI Output for Your needs and technical environment before electing to use AI Output. You agree to comply with any applicable AI Feature restrictions described in the Documentation. Disclaimer: Notwithstanding any contrary provision herein, Obot does not represent or warrant that the AI Output will be accurate, complete, error-free, or fit for a particular purpose. Without limiting the foregoing, You will not, and will not permit any User to: (i) use the AI Features in violation of applicable law or regulation; (ii) provide or submit AI Input that infringes or misappropriates third-party rights or that You do not have the right to use; (iii) provide or submit personal data or sensitive data to the AI Features except as permitted under this Agreement and applicable law; (iv) use the AI Features to generate unlawful, defamatory, or otherwise harmful content; (v) reverse engineer, extract, or attempt to discover underlying components of any models used to deliver the AI Features; (vi) use the AI Output or AI Features to develop, train, or improve any competing product or service; or (vii) circumvent any safeguards or usage limitations of the AI Features. AS BETWEEN OBOT AND YOU, YOU ARE SOLELY RESPONSIBLE FOR: (A) DETERMINING WHETHER THE AI FEATURES ARE APPROPRIATE FOR YOUR USE CASE; (B) CONFIGURING AND USING THE AI FEATURES (INCLUDING RETENTION, DELETION, AND OUTPUT SETTINGS) IN COMPLIANCE WITH APPLICABLE LAW; AND (C) PROVIDING ANY REQUIRED NOTICES AND OBTAINING ANY REQUIRED CONSENTS. OBOT DOES NOT PROVIDE LEGAL ADVICE OR GUARANTEE THAT YOUR USE OF THE AI FEATURES COMPLIES WITH APPLICABLE LAW.
4.11 Usage Limits. Subscriptions for the Managed Services are limited to the quantities specified in the applicable Order Form. Each Subscription entitles one (1) individual User to access the Managed Services. The Managed Services may not be accessed by more Users than reflected by the number of Subscriptions in the applicable Order Form. A Subscription may be reassigned to a different User by You.
4.12 Fair Use; Resource Limits. The Managed Services are provided subject to fair and reasonable use. Obot may establish, and modify from time to time upon notice, reasonable limits on resource consumption, whether per Subscription or in the aggregate, including limits on compute (CPU), memory, storage, network bandwidth, request volume, and concurrent processes (“Resource Limits”). Your use of the Managed Services must be consistent with normal business use for the number of Users authorized under the applicable Order Form. If Obot determines, in its reasonable discretion, that Your use materially exceeds applicable Resource Limits, is disproportionate to the number of authorized Users, or imposes an excessive or disproportionate burden on the Managed Services or the underlying infrastructure, Obot may, upon notice (which may be contemporaneous where Obot reasonably deems the situation urgent): (a) throttle, reduce, or limit the affected resources; (b) require You to purchase additional Subscriptions or capacity; and/or (c) exercise its rights under Section 8 (Temporary Suspension). The remedies in this Section are cumulative and in addition to Obot’s other rights under this Agreement. - Managed Services
5.1 Right to Use. Subject to Your timely payment of Fees and compliance with this Agreement, You may access and use the Managed Services in accordance with the terms of this Agreement and the applicable Order Form.
5.2 Changes to the Managed Services. Obot may change or discontinue any of the Managed Services if Obot is required to do so because of contractual requirements with its service providers or circumstances qualifying as Force Majeure under this Agreement. Other than for changes resulting from Force Majeure, if such changes materially and adversely diminish the overall usability or security of the Managed Services, Obot may, after a sixty (60) day notice period, at its election: (a) terminate the affected Managed Services and pay You a pro rata refund of pre-paid but unused Fees applicable to such Managed Services within thirty (30) days of termination; or (b) provide the Managed Services by alternate means that do not materially and adversely affect Your use of the Managed Services.
5.3 Relationship to the EULA. Your authorized access to and use of the Software as part of the Managed Services hosted by Obot pursuant to this Agreement will not constitute a breach of the EULA. The access rights granted to You under this Agreement supplement the license grant in the EULA solely as necessary to give effect to the Managed Services. In the event of any remaining conflict between this Agreement and the EULA, the order of precedence set forth in Section 1.1 controls. - Security and Data Privacy
6.1 Security. Obot will implement commercially reasonable and appropriate measures designed to secure Your CPE against accidental or unlawful loss, access, or disclosure.
6.2 Data Privacy. You consent to the storage of Your CPE in, and the transfer of Your CPE into, the Cloud Hosting Provider regions available with the Managed Services and chosen by You. Obot will not access or use Your CPE except as necessary to maintain or provide the Managed Services, or as necessary to comply with the law or a binding order of a governmental body. Obot will not move Your CPE from the Cloud Hosting Provider regions selected by You except as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, Obot will give You notice of any such legal requirement or order.
6.3 No Transmission of Personal Data. Receiving the Managed Services does not require You to provide any Personal Data to Obot. Except for Personal Data contained in this Agreement or otherwise necessary to provision the Managed Services or Obot Support Services, You agree that it will not transmit to Obot any Personal Data from You or from Your employees, agents, contractors, customers, or affiliates. If You inadvertently transmits to Obot any Personal Data: (i) Obot may destroy such Personal Data without further notice to You; and (ii) You will indemnify, defend, and hold Obot and its Affiliates harmless from any third-party claim brought against Obot or its Affiliates arising out of Your transmittal to Obot of such Personal Data. - Your Managed Services Responsibilities
7.1 Customer CPE. Except for the activities Obot undertakes on Your behalf within Your CPE pursuant to this Agreement, and except to the extent caused by Obot’s breach of this Agreement: (a) You are responsible for all activities that occur under Your CPE, regardless of whether the activities are authorized by You or undertaken by You, Your employees, or a third party (including Your contractors, agents, or End Users); and (b) subject to Obot’s security obligations in Section 6.1, Obot and its Affiliates are not responsible for unauthorized access to Your CPE.
7.2 Security and Backup. You are responsible for properly configuring and using the Managed Services and otherwise taking appropriate action to secure and protect Your accounts and Your CPE in a manner that provides appropriate security and protection, which may include use of encryption to protect Your CPE from unauthorized access and routinely archiving Your CPE. Obot maintains system backups solely for its own operational and continuity purposes. Such backups are internal to Obot and are not made available to, or accessible by, You or Your End Users, and are not a substitute for Your own backup of Customer Data.
7.3 Log-In Credentials and Account Keys. Notwithstanding Sections 4.1(a) and 4.1(f), You may disclose log-in credentials to Your agents and subcontractors performing work on Your behalf who are bound by confidentiality obligations no less restrictive than those set forth in this Agreement.
7.4 End Users. If You become aware of any violation of Your obligations under this Agreement caused by an End User, You will immediately suspend access to Your CPE and the Managed Services by such End User.
7.5 Support Access. In connection with diagnosing, troubleshooting, or resolving a support issue, Obot may require access to Your CPE and the environment in which the Managed Services operate. By accepting this Agreement, You authorize Obot and its personnel to access Your CPE as reasonably necessary to provide support and troubleshooting, subject to Obot’s confidentiality and security obligations under this Agreement. If You decline this standing authorization by indicating so on the applicable Order Form (or by written notice to Obot), Obot will instead request Your consent on a per-incident basis, and You acknowledge that withholding or delaying such access may delay or prevent resolution of the applicable support issue and may affect Obot’s ability to meet the Availability Commitment in Section 10. - Temporary Suspension
8.1 Generally. Obot may suspend Your or any End User’s right to access or use any portion or all of the Managed Services immediately upon notice to You if Obot determines that: (a) Your or an End User’s use of the Managed Services: (i) poses a security risk to the Managed Services or any third party, (ii) could adversely impact Obot’s systems, the Managed Services, or the systems of any other Obot customer, (iii) could subject Obot, its Affiliates, or any third party to liability, or (iv) could be fraudulent. Obot’s right to suspend for breach of this Agreement (including breach of payment obligations) is governed by Section 2.3.
8.2 Effect of Suspension. If Obot suspends Your right to access or use any portion or all of the Managed Services, You remain responsible for all Fees and charges You incur during the period of suspension. - Acceptable Use Policy
9.1 General. This Section 9 (the “Acceptable Use Policy” or “Policy”) describes prohibited uses of the Managed Services. The examples described in this Policy are not exhaustive. Obot may modify this Policy at any time by giving You thirty (30) days’ written notice.
9.2 No Illegal, Harmful, or Offensive Use or Content. Prohibited activities or content include: (a) activities that are illegal, that violate the rights of others, or that may be harmful to others, to Obot’s operations or reputation, including disseminating, promoting, or facilitating child pornography; offering or disseminating fraudulent goods, services, schemes, or promotions; make-money-fast schemes; ponzi or pyramid schemes; phishing; or pharming; (b) content that infringes or misappropriates the intellectual property or proprietary rights of others; (c) content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
9.3 No Security Violations. Prohibited activities include: (a) monitoring or crawling the a third party’s systems, website, or other assets in a way that impairs or disrupts them; (b) inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective; (c) operating network services such as open proxies, open mail relays, or open recursive domain name servers.
9.4 Monitoring and Enforcement. Obot reserves the right, but does not assume the obligation, to investigate any violation of this Policy or misuse of the Managed Services. Obot may: (a) investigate violations of this Policy or misuse of the Managed Services; or (b) remove, disable access to, or modify any content or resource that violates this Policy or any other agreement Obot has with You for use of the Managed Services. - Service Level Agreement
10.1 Scope; Supersession. This Section 10 sets forth Obot’s availability commitment, maintenance window, and notification practices for the Managed Services. In the event of any conflict between this Section 10 and the Support Terms with respect to the Managed Services, this Section 10 will control.
10.2 Availability Commitment. Obot will use commercially reasonable efforts to make the Obot server control plane for the Managed Services available at least ninety-nine and one-half percent (99.5%) of the time in each calendar month (the “Availability Commitment”). The Availability Commitment applies solely to the Obot server control plane and does not extend to any Model Context Protocol (MCP) servers (including those supplied by You), agents, or related runtime components hosted, operated, or otherwise made available by Obot as part of the Managed Services, the availability of which is not subject to any service level commitment under this Agreement. Availability shall be measured in minutes, from when Obot’s monitoring tools confirm Your reported inability to access the Managed Services, to the time the Managed Services are available to transmit and receive data. You acknowledge and agrees that the Availability Commitment is a commercially reasonable effort obligation; Obot does not provide service credits, refunds, or any other monetary remedy for failure to meet the Availability Commitment, and Your sole and exclusive remedy for any failure to meet the Availability Commitment is Obot’s continued use of commercially reasonable efforts to restore availability.
10.3 Availability Exclusions. The following are excluded from any measurement of availability and from the Availability Commitment: (a) scheduled maintenance performed during a Maintenance Window (as defined in Section 10.4); (b) maintenance, patching, or remediation activity necessary to address security vulnerabilities that have not been publicly disclosed at the time the activity is performed; (c) unavailability or degradation of underlying infrastructure used to deliver the Managed Services, including, without limitation, Google Cloud; (d) unavailability of the Internet, public networks, or domain name systems; (e) any Force Majeure Event; and (f) any unavailability caused by You, Your employees, agents, subcontractors, or End Users.
10.4 Maintenance Windows. At the time of accepting this Agreement (or, if later, at the time of initial configuration of the Managed Services), You must select one (1) of the following recurring weekly windows during which Obot may perform routine maintenance, updates, and patches to the Managed Services (the “Maintenance Window”): (i) Option 1: Tuesdays, 9:00 AM to 11:00 AM (UTC−7); or (ii) Option 2: Thursdays, 4:00 PM to 6:00 PM (UTC−7). Obot may perform regular maintenance, updates, and patches to the Managed Services during the Maintenance Window without further notice to You.
10.5 Maintenance Notifications. Obot will provide You with notice of maintenance affecting the Managed Services as follows: (a) for non-emergency maintenance performed outside the Maintenance Window, Obot will provide You with at least seven (7) days’ advance notice; (b) for security fixes addressing vulnerabilities that have been publicly disclosed, Obot will use commercially reasonable efforts to provide advance or contemporaneous notice; and (c) for security fixes addressing vulnerabilities that have not been publicly disclosed, Obot may provide notice on a commercially reasonable efforts basis, post-deployment, or not at all (in Obot’s reasonable discretion), until such time as the vulnerability is publicly disclosed. - Fees and Payment
11.1 Fees. Fees for Subscriptions are determined by counting the Units associated with the applicable Obot Software as described in the Order Form. You agree to order and pay for the appropriate type and quantity of Subscriptions based on the Units You acquire, install and/or deploy (including variants or components thereof). If during the term of the Agreement, the number of Units You acquire, install and/or deploy exceeds the number of Units You have ordered and paid for, You must promptly report to Obot or the Obot business partner (such as a reseller) the number of those additional Units. You must place an order for the appropriate number of new Subscriptions used or deployed within thirty (30) days after first use of the installation. Obot or the Obot business partner will invoice You and You agree to pay for the additional Services in accordance with this Agreement.
11. 2 Payment terms for Obot Subscriptions. The payment term for any orders for Subscriptions or Services under this Agreement shall be net thirty (30) days from the date of Obot’s invoice. You agree to pay the Fees agreed upon in an Order Form. Payments made later than the due date will accrue interest from the date due to the date paid at the lesser rate of one percent (1%) per month or the maximum allowed by applicable law. All Fees are exclusive of all applicable taxes. You will pay and bear the liability for taxes associated with Subscriptions or other Services or deliverables, including sales, use, excise, and added value taxes but excluding taxes based upon Obot’s net income, capital, or gross receipts. If You are required to withhold or deduct any taxes from the Fees or expenses, then You agree to increase the amount payable to Obot by the amount of such taxes so that Obot receives the full amount of all Fees and expenses. If Obot is required by law to remit any tax or duty on Your behalf or for Your account upon delivery, You agree to reimburse Obot within thirty (30) days after Obot notifies You in writing of such remittance. You will provide Obot with valid tax exemption certificates in advance of any remittance otherwise required to be made by Obot on Your behalf or for Your account where such certificates are applicable. - Audit
12.1 You acknowledge that the completeness and accuracy of the information You provide to Obot may affect Obot’s ability to provide Subscriptions. Any unauthorized use of Subscriptions will be treated as a material breach of this Agreement. Obot has the right to verify Your compliance with this Agreement. You agree to: (1) implement internal safeguards to prevent any unauthorized access to, or use of, the Obot Subscriptions including materials provided under this Agreement; and (2) keep records sufficient to certify Your compliance with this Agreement, and, within thirty (30) days of Obot’s written request, provide a written certification, signed by an authorized officer of You, confirming the number of Users authorized to access the Managed Services, the number of any installations of locally-installed Software components, and Your compliance with this Agreement. Obot may also rely on its own usage-metering data collected from the Managed Services to verify the number of Users and Your compliance with this Agreement. Any verification conducted under this Section 12 shall occur no more than once in any twelve (12) month period (except in the case of a reasonable suspicion of a material breach), shall be conducted on a remote basis, and shall be conducted in a manner that does not unreasonably interfere with Your normal business operations. - Representations and Warranties
13.1 Obot represents and warrants that (a) it has the authority to enter into this Agreement; and (b) if it provides Services they will be performed in a professional and workmanlike manner by qualified personnel. You represent and warrant that (c) You have the authority to enter into this Agreement, and (d) Your use of the Obot Subscriptions will comply in all material respects with the laws applicable to You and this Agreement. The warranty set out in Section 13.1(b) will be effective for thirty (30) days following delivery of the Services. Upon any breach of this warranty, Obot’s only obligation is to either correct the Services so that they comply with this warranty or at its option refund the amount You paid to Obot for the portion of the Services that fail to comply with this warranty. You agree to take appropriate measures to isolate and back up Your systems. EXCEPT AS OTHERWISE RESTRICTED BY LAW, OBOT, ON BEHALF OF ITSELF AND ITS AFFILIATES, SUPPLIERS, DISTRIBUTORS, DEALERS, RETAILERS AND RESELLERS (COLLECTIVELY “THIRD PARTIES”) DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. OBOT AND THIRD PARTIES MAKE NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. NEITHER OBOT NOR THIRD PARTIES WARRANT THAT THE SOFTWARE OR SERVICES WILL SATISFY YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. OBOT AND THIRD PARTIES RESERVE ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN AND GRANT NO ADDITIONAL RIGHTS, LICENSES OR COVENANTS BY IMPLICATION, ESTOPPEL, OR OTHERWISE. FOR CLARITY, NOTHING IN THIS SECTION 13, INCLUDING THE SERVICES WARRANTY IN SECTION 13.1(B), EXTENDS TO ANY OPEN-SOURCE COMPONENTS, AND THE DISCLAIMERS IN THIS SECTION 13 APPLY WITH FULL FORCE TO BOTH PROPRIETARY COMPONENTS AND OPEN SOURCE COMPONENTS. FOR THE AVOIDANCE OF DOUBT, OBOT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OPEN SOURCE COMPONENTS, WHICH ARE PROVIDED ON AN “AS IS” BASIS UNDER THEIR RESPECTIVE OPEN SOURCE LICENSES. - Liability
14.1 Subject to Section 14.3, neither party, nor its Affiliates, will be liable for (a) loss of revenues, loss of (or diminution in) profits, loss of goodwill or loss or corruption of data, in each case whether direct or indirect; or (b) any special, incidental, consequential, exemplary or punitive damages of any kind, in each case, whether arising under any legal or equitable theory or arising under or in connection with this Agreement, all of which are hereby excluded by agreement of the parties regardless of whether or not any party to this Agreement has been advised of the possibility of such damages.
14. 2 Subject to Section 14.3, Obot’s maximum liability with respect to all claims relating to or arising out of this Agreement in each twelve (12) month period commencing on the Effective Date (and on each anniversary thereafter) will not exceed the Fees received by Obot in respect of the particular Obot Subscription during that twelve (12) month period. This limitation applies regardless of the nature of the claim, whether contract, tort (including negligence), statute or other legal theory.
14.3 Notwithstanding any other provision of this Agreement, nothing in these terms should be construed to exclude or limit liability for (a) death or personal injury caused by a party’s negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability that cannot be lawfully excluded or limited.
14.4 Nothing in this Agreement limits Your obligation to make payment of Fees due and payable under this Agreement. - Indemnification
15.1 Indemnification. Obot will indemnify, defend and hold You harmless from and against any and all claims, actions, proceedings, judgments, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that are included in a final judgment against You (without right of appeal), or in a settlement approved by Obot, relating to claims by any third party arising or resulting from or attributable to allegations that the Proprietary Components, or the use thereof as part of the Managed Services in accordance with this Agreement, infringes or misappropriates the intellectual property rights of such third party. You must notify Obot promptly, but no later than fifteen (15) days of receipt of the claim, give Obot control of the defense and related settlement negotiations, and provide Obot with the reasonable assistance (for which Obot shall pay Your reasonable out-of-pocket costs) in defending the claim. You shall make best efforts to mitigate any losses and consequences of an infringement to the extent possible. If You desire legal representation in any such action, You will be responsible for the costs and fees of Your separate counsel, which may not interfere in Obot’s defense and/or negotiation of the claim.
15.2 Repair and Replace. If the Proprietary Components, or the use thereof as part of the Managed Services in accordance with this Agreement is held to infringe and its use is prohibited or if, in Obot’s reasonable opinion, is likely to become the subject of an infringement claim, Obot shall (a) procure for You the right to continue to use the Proprietary Components, or (b) replace or modify it so that it becomes non-infringing and has the same or additional functionality and comparable or improved performance characteristics, provided that if the measures at (a) and/or (b) are not available on a basis that Obot finds commercially reasonable, Obot may terminate the applicable Subscription without further liability under this Agreement and, upon Your discontinued use of the infringing Proprietary Components, refund to You the pro rata portion of any pre-paid but unused Fees related to the terminated Subscription calculated as of the effective date of said termination.
15.3 Exceptions. Obot will have no obligation of defense or indemnity to the extent the infringement claim arises from (a) Obot’s compliance with Your designs, specifications or instructions, (b) with respect to any locally-installed Software component, use of other than the current release of such component, if the infringement would have been avoided by use of the current release and if the infringement occurs more than thirty (30) days after Obot notifies You that a previous release may infringe, (c) with respect to any locally-installed Software component, a modification of such component not requested or authorized in writing by Obot, (d) use of the Software with non-Obot software, equipment, or data, other than as specified or approved by Obot in writing, (e) any use of the Obot Software other than Your own internal use, (f) the furnishing to You of any information, service, or technical support by a third party, or (g) any Subscription for which You are not current on payment of Subscription Fees for the Software on the date the infringement claim is tendered to Obot, or (h) any Open Source Component, whether alone or in combination with any Proprietary Component, Your system, or third-party software.
15.4 Exclusive Remedy. This Section 15 states the exclusive obligation of Obot to You regarding any claim of infringement or misappropriation of any third party’s intellectual property rights. - Confidential Information
16.1 Confidentiality. “Confidential Information” means information and/or materials provided by one party (“Discloser”) to the other party (“Recipient”), which are identified as confidential at the time of disclosure or, under the circumstances of disclosure, a reasonable person would understand to be confidential. The following information shall be considered Confidential Information whether or not marked or identified as such: this Agreement, a party’s pricing, product roadmap, product plans, or strategic marketing plans, algorithms, business plans, customer lists, designs documents, drawings, engineering information, financial analysis, forecasts, formulas, hardware configuration information, know-how, ideas, inventions, market information, processes, products, research, specifications, software, source code, trade secrets or any other non-public information relating to the Service including the Documentation. Confidential Information will not include information (a) already in the receiving party’s possession without obligation of confidence; or (b) independently developed by the receiving party; or (c) that becomes available to the general public without breach of this Agreement; or (d) rightfully received by the receiving party from a third party without obligation of confidence; or (e) released for disclosure by the disclosing party with its written consent; (f) required to be disclosed by law, regulation, or court order; or (g) licensed under an open source license (as defined by the Open Source Initiative (https://opensource.org/)). These confidentiality obligations will survive three (3) years after expiration or termination of this Agreement. Obot retains the right to use its knowledge and experience (including processes, ideas, and techniques) learned or developed in the course of providing any Services to You.
16.2 Duties Regarding Confidential Information. At all times during and after the term of this Agreement, the receiving party shall (a) keep Discloser’s Confidential Information confidential and not disclose Discloser’s Confidential Information to a third party without the Discloser’s written consent or as expressly permitted in this Agreement, and (b) not use the Confidential Information for purposes other than the performance of this Agreement. Where disclosure is required by law, such disclosure shall not constitute a breach of this Agreement provided Recipient gives Discloser reasonable advance notice (if legally permissible) to enable Discloser to seek appropriate protection of the Confidential Information and discloses only that portion of the Confidential Information that the Recipient is legally compelled or is otherwise legally required to disclose. Any prior non-disclosure agreement executed among the parties is terminated in favor of these confidentiality terms.
16.3 Unauthorized Disclosures. The parties agree that Recipient’s threatened or actual unauthorized disclosures of Confidential Information may result in irreparable injury for which a remedy in money damages may be inadequate. The parties therefore agree the Discloser may be entitled to seek an injunction to prevent a breach or threatened breach of this Section without posting a bond. Any such injunction shall be additional to other remedies available to Discloser at law or in equity. - Governing Law and Jurisdiction
17.1 This Agreement, and any claim, controversy or dispute related to this Agreement, are governed by and construed in accordance with the laws of the State of California without giving effect to any conflicts of laws provisions. To the extent permissible, the United Nations Convention on Contracts for the International Sale of Goods will not apply, even if adopted as part of the laws of the State of California. Any claim, suit, action or proceeding arising out of or relating to this Agreement or its subject matter will be brought exclusively in the state or federal courts of Santa Clara County, California, and each party irrevocably submits to the exclusive jurisdiction and venue. No claim or action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the earlier of the following: (a) the expiration of all Subscriptions or SOWs, (b) the termination of this Agreement, or (c) the time a party first became aware, or reasonably should have been aware, of the basis for the claim. To the fullest extent permitted, each party waives the right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. - Publicity
18.1 You hereby grant Obot such rights as are necessary to use Your name, logo, related trademarks in any of Obot’s publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that You have purchased and use Obot Subscriptions, unless You otherwise inform Obot in writing. - Severability; Waiver
19.1 If a provision is invalid or unenforceable, the remaining provisions will remain in effect and the parties will amend the Agreement to reflect the original agreement to the maximum extent possible. No waiver of any contractual right will be effective unless in writing by an authorized representative of the waiving party. No waiver of a right arising from any breach or failure to perform will be deemed a waiver of any future right. - Force Majeure
20.1 Obot will not be deemed in breach of, or liable for any delay or non-performance of, its obligations under this Agreement (including Section 10) to the extent caused by any event beyond Obot’s reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, governmental action, labor disputes, cyberattacks, supply-chain disruptions, and failures of cloud, infrastructure, internet, telecommunications, utility providers, or Obot’s subcontractors or suppliers (a “Force Majeure Event”). Obot’s affected obligations are suspended for the duration of the event. You will have no right to any credit, refund, or other remedy on account of a Force Majeure Event. If a Force Majeure Event continues more than thirty (30) days, Obot may terminate this Agreement or any affected Managed Services upon written notice, without further liability, and Obot shall refund to You any pre-paid but unused Fees calculated as of the date of termination. - Open Source Licenses and Third-Party Software
21.1 The Software may include or be bundled with other software programs licensed under different terms and/or licensed by a third party other than Obot. Use by You of any software programs accompanied by a separate license agreement is governed by that separate license agreement. If You do not agree to abide by the applicable license terms for the third party software, You may not install and/or use it. Nothing in this Agreement shall restrict, limit or otherwise affect any rights or obligations You may have, or conditions to which You may be subject, under any applicable open source licenses. The license grants and restrictions for Software are contained in the most current version of the EULA accompanying the Software in question, available at https://www.obot.ai/eula/. All Open Source Components are provided “AS IS,” without warranty of any kind, and Your rights and remedies with respect to any Open Source Component are governed solely by the applicable open source license(s) and not by this Agreement; no Obot warranties, indemnities, support obligations, or other commitments under this Agreement attach to any Open Source Component. Nothing in this Section 21, however, is intended to restrict, limit, or otherwise affect any rights or obligations You may have, or conditions to which You may be subject, under any applicable open source license. - Intellectual Property Rights; Reservation of Rights
22.1 Access to the Software is sold on a subscription basis. Except for the limited rights expressly granted to You hereunder, Obot reserves all rights, title, and interest in and to the Software, the Documentation, Obot Materials, and any and all improvements (including any arising from Your feedback), modifications and updates thereto, including without limitation all related intellectual property rights inherent therein. Where You purchase Professional Services hereunder, Obot grants You a non-sublicensable, non-exclusive license to use any materials provided by Obot as a result of the Professional Services (the “Obot Materials”) solely in conjunction with Your authorized use of the Software and in accordance with this Agreement. No rights are granted to You hereunder other than as expressly set forth in this Agreement. Except for any obligations with respect to the Confidentiality of Customer Confidential Information in Section 16, nothing in this Agreement will impair Obot’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any products, software or technologies that You may develop, produce, market, or distribute. Nothing in this Agreement waives or limits extra-contractual rights or remedies available to Obot to protect its rights in the Obot Software, including those available under U.S. copyright law, international treaties, or national copyright and intellectual property laws of the countries in which You may use the Obot Subscriptions. Ownership of Obot Software is held by Obot and/or its licensors. Obot owns all rights, title, and interest in and to the intellectual property rights of deliverables or work product resulting from any of the Professional Services (“Deliverables”), and grants You a non-exclusive, worldwide right and license to use such Deliverables in connection with Your permitted use of the Service. For clarity, the Open Source Components are owned by their respective licensors and are licensed to You under the applicable open source licenses, as further described in Section 21; nothing in this Section 22 grants Obot any greater rights in the Open Source Components than those Obot itself holds under the applicable open source licenses. - Privacy Policy
23.1 Obot’s privacy policy (https://obot.ai/privacy-policy/) applies to Your use of the Software and Obot Subscriptions. - Feedback
24.1 If You choose to voluntarily provide any Feedback to Obot regarding Obot Software or Services, Obot may use such Feedback for any purpose, including incorporating the Feedback into, or using the Feedback to develop and improve Obot Software and other Obot offerings without attribution or compensation. You grant Obot a perpetual and irrevocable license to use all Feedback for any purpose. You agree to provide Feedback to Obot only in compliance with applicable laws and You represent that You have the authority to provide the Feedback and that Feedback will not include proprietary information of a third party. - Assignment
25.1 Either party may upon written notice: (a) assign this Agreement to an Affiliate if the Affiliate’s financial condition and creditworthiness are sufficient to satisfy the assigning party’s obligations under this Agreement and the assignment will not affect the non-assigning party’s obligations under this Agreement; and (b) assign this Agreement to a successor or acquirer pursuant to a merger or sale of all or substantially all of such party’s assets. Any other assignment will be deemed void and ineffective without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. - Export Compliance
26.1 You represent and covenants throughout the Term that neither You nor any End User is (a) located or ordinarily resident in any country or region subject to comprehensive U.S. sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions); (b) listed on any U.S. restricted-party list (including the OFAC SDN List, the BIS Denied Persons, Entity, or Unverified Lists, or the State Department Debarred Parties List); or (c) accessing the Managed Services from any such country or region. You will not grant access to the Managed Services to any such person or entity and will not use the Managed Services for any prohibited end use, including nuclear, missile, chemical or biological weapons, or restricted military end uses under the Export Administration Regulations (the “EAR”). Obot may suspend or terminate access under Section 8 if You or any End User falls within the foregoing. For any Software component delivered for installation outside the hosted environment (e.g., a CLI or desktop client), the parties will comply with applicable export control laws and will not export, re-export, or use such components in violation of the EAR. Each party is responsible for its own export and sanctions compliance; Obot has no responsibility for Your failure to obtain necessary approvals. - Notices
27.1 Notices must be in English, in writing, and will be deemed given upon receipt, after being sent using a method that provides for positive confirmation of delivery to the address(es) or email address provided by You, including through an automated receipt or by electronic log. Any notice from You to Obot must include a copy sent to: Obot AI, Inc., Attention: Legal Department, 19925 Stevens Creek Blvd #100, Cupertino, CA 95014; Email: legal@obot.ai. Billing notices to You will be addressed to the billing contact designated by You. - Independent Contractors
28.1 The parties are independent contractors and nothing in this Agreement creates an employment, partnership or agency relationship between the parties or any Affiliate. Each party is solely responsible for supervision, control and payment of its personnel and contractors. For the purposes of this Agreement, Obot personnel shall not be considered subcontractors. Obot may subcontract Services to third parties and Affiliates as long as (a) they agree to protect Confidential Information and (b) Obot remains responsible to You for performance of its obligations. - Third Party Beneficiaries
29.1 This Agreement is binding on the parties to this Agreement and, other than as expressly provided in this Agreement, nothing in this Agreement grants any other person or entity any right, benefit or remedy. - Complete Agreement
30.1 This Agreement represents the complete agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and proposals, whether written or oral, with respect to such subject matter, including any prior confidentiality agreements entered into by the parties. Any terms contained in any other documentation that You deliver to Obot, including any purchase order or other order-related document (other than an Order Form), are void and will not become part of this Agreement or otherwise bind the parties. From time to time Obot may make changes to this Agreement. If You renew Your Subscriptions or You acquire new Subscriptions, You agree that the most recent Agreement governs all of Your Obot Subscriptions. - Defined Terms
31.1 “Affiliate” means any person or entity directly or indirectly controlling, controlled by or under common control with a party, for so long as that relationship is in effect (including affiliates subsequently established by acquisition, merger or otherwise).
31.2 “Cloud Hosting Provider” means Google Cloud or another commercial cloud computing platform used by Obot to host the Managed Services, as Obot may designate from time to time upon notice to You.
31.3 “Connected Application” means Your or a third party’s software application that interoperates with the Software.
31.4 “Consulting Services” means the delivery of specialised activities, such as project-based activities, or consulting services charged on, e.g., a time and materials basis.
31.5 “Control Plane Environment (CPE)” means, collectively: (a) the Software hosted by Obot as part of the Managed Services for You; (b) any data that You or an End User transfers to Obot for processing, storage, or hosting via the Managed Services in connection with Your account; and (c) any resulting electronic files or logs that You or any End User derives from the foregoing through use of the Managed Services.
31.6 “Customer Data” means any electronic data or materials provided or submitted by or for You to or through the Software.
31.7 “Documentation” means Obot published user materials that describes the functionality of the Software, as updated by Obot from time to time.
31.8 “Effective Date” means the date of Your acceptance of this Agreement.
31.9 “End User” means any individual or entity that directly, or indirectly through another user, (a) accesses or uses Your CPE; or (b) otherwise accesses or uses the Managed Services under Your account.
31.10 “EULA” means the end user license agreement available at https://www.obot.ai/eula/, which governs the use of the Software (subject, with respect to Your hosted access to and use of the Software as part of the Managed Services, to Section 5.3).
31.11 “Fees” are the amounts to be paid for the Subscriptions for Software or for Services.
31.12 “Force Majeure Event” has the meaning given in Section 20.
31.13 “Managed Services” means the hosted offering pursuant to which Obot personnel monitor and maintain the Software deployed on a Cloud Hosting Provider’s infrastructure for Your benefit, in accordance with the Service Level Agreement set forth in Section 10.
31.14 “Open Source Components” means the portions of the Software licensed under one or more open source licenses (as defined by the Open Source Initiative (https://opensource.org/)), as identified in the Documentation or in a NOTICE file accompanying the Software.
31.15 “Order Form” means Obot’s standard ordering document, an SOW, an Obot-issued quote form as accepted by a matching purchase order, or any other document recognized by Obot as the basis for the sale and purchase of an Obot Subscription as executed between the Parties. Any conflicting or additional terms and conditions set forth in a purchase order shall not form part of an Order Form and shall not apply to an Obot Subscription.
31.16 “Personal Data” means any information relating to an identified or identifiable natural person, including any information that can be used to identify such person, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
31.17 “Proprietary Components” means the portions of the Software owned by Obot and licensed under the EULA, as distinguished from the Open Source Components.
31.18 “Services” means Consulting Services, Training Services, and Support Services.
31.19 “SLA” means the Service Level Agreement set forth in Section 10.
31.20 “Software” means any Obot or Obot Affiliate branded software product, including software made available by Obot as part of the Managed Services.
31.21 “Statement of Work (SOW)” means the documentation of an order for Consulting Services consisting of a description of the services to be performed and other associated information such as the term of these services.
31.22 “Subscription” means access to the Software, Managed Services, or Support during the Subscription Term.
31.23 “Subscription Fees” are the amounts to be paid for a Subscription.
31.24 “Support Services” means the delivery of problem resolution and customer technical support, as governed by the Support Terms, except that the availability, maintenance, and related service level commitments specific to the Managed Services are governed by Section 10 (Service Level Agreement) of this Agreement, which supersedes the Support Terms with respect to those subjects in the event of any conflict.
31.25 “Support Terms” means the Obot Support Terms, currently available at https://www.obot.ai/support-terms/, as may be updated from time to time, which govern the delivery of Support Services as provided in Section 4.3 (subject to Section 10 with respect to availability and maintenance commitments for the Managed Services).
31.26 “Training Services” means the delivery of onsite or remote training courses.
31.27 “Unit” means the applicable unit of measure set forth in the Order Form and/or the EULA, including, without limitation, User subscription seats for access to the Managed Services.
31.28 “Update or Patch” means a fix or compilation of fixes deployed by Obot to the Managed Services environment, or otherwise made available by Obot for any locally-installed Software component, to correct operation defects (program bugs) in the Obot Software.
31.29 “Upgrade” means any new functionality, enhancement, or release made available by Obot as part of the Managed Services or for any locally-installed Software component. If a question arises as to whether a product offering is an Upgrade or a new product, Obot’s opinion will prevail, provided that Obot treats the product offering the same for its end users generally.
31.30 “User” means: (a) in the case of an individual accepting this Agreement on such individual’s own behalf, such individual; or (b) an employee or authorized third-party of You, who has been authorized by You to use the Software, Managed Services, or Support in accordance with the terms and conditions of this Agreement and has been allocated user credentials.