Terms of Service - March 2026

Spellbook Terms of Service

Updated: March 17, 2026
For the previous version, see here.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING "ACCEPTED AND AGREED TO," CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.

These Terms of Service constitute an agreement (this "Agreement") by and between Spellbook and the corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement ("Customer"), each a "Party" and collectively the "Parties".

This Agreement is effective as of the date Customer clicks "Accepted and Agreed To" or otherwise begins using Spellbook AI Platform as defined in Section 1.16 (the "Effective Date"). Customer's use of, and Spellbook's provision of, the Services (as defined below in Section 1.15) are both governed by this Agreement.

THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. EXCEPT AS OTHERWISE AGREED IN WRITING, THIS AGREEMENT IS FULLY INCORPORATED BY REFERENCE INTO ALL ORDERS BETWEEN SPELLBOOK AND CUSTOMER.

For this Agreement, "Spellbook" refers to either (a) Spellbook US Inc., a Delaware corporation with registered address of 251 Little Falls Drive, Wilmington, DE, 19808, for Customers with a principal place of business in the United States (or an address in the United States as indicated in an Order, if applicable), or (b) Dialog Enterprises Inc., a Canadian federal corporation with its principal place of business at 99 Airport Road, Suite 101, St. Johns, NL, Canada, A1A 4Y3, for Customers with a principal place of business anywhere else in the world (or an address outside the United States as indicated in an Order, if applicable).

1. DEFINITIONS. The following capitalized terms will have the following meanings in this Agreement:

1.1. "AI" means artificial intelligence technologies, including machine learning models and algorithms.

1.2. "API" means application programming interface.

1.3. "Customer Data" means (a) data and information that is collected, processed, and/or stored on the Spellbook AI Platform specific to the Customer or its Users as a result of their interaction with the Spellbook AI Platform, including Inputs, Outputs, Document Data, Personal Data, and other feedback provided within the Spellbook AI Platform, and (b) any custom work product created by Spellbook for the Customer as part of an Order, such as playbooks or similar content.

1.4. "Document Data" means document data and/or text, including contracts and related documents, that are collected, processed, and/or stored through the Spellbook AI Platform by Customer or its Users.

1.5. "Documentation" means any proprietary materials, documents, or other information that Spellbook provides or makes available to Customer relating to the use of the Spellbook AI Platform.

1.6. "Input" means any User prompt (or other data or information of any nature) provided, uploaded, or submitted to the Spellbook AI Platform which, in whole or in part, is used or relied upon by the Spellbook AI Platform for processing and the related generation of Output by Third Party LLMs.

1.7. "Integration Partner Products" means third-party software, applications, technologies, or other products (including, but not limited to, document retrieval extensions or plug-ins) that are integrated into the Spellbook AI Platform by API that a Customer or its Users may optionally use and/or transmit Customer Data through as part of its use of the Spellbook AI Platform. For clarity, Integration Partner Products do not include Third Party LLMs, which are governed by section 4.1(b).

1.8. "LLM" means a large language model, a type of AI algorithm that uses deep learning techniques and massively large data sets to understand, summarize, generate and predict new content.

1.9. "Maintenance" means error corrections or updates to the Spellbook AI Platform by Spellbook, including all releases of the Spellbook AI Platform that correct faults, add or enhance functionality, or otherwise amend or upgrade the Spellbook AI Platform.

1.10. "Order" means an order, signed by both Parties and referencing these Terms of Service, subscribing to access to the Spellbook AI Platform and certain specified product features and services.

1.11. "Order Date" means the order date specified on the initial Order for the Spellbook AI Platform.

1.12. "Output" means the AI-generated textual content or response to Inputs, submissions, or other directions via the Spellbook AI Platform.

1.13. "Personal Data" generally means any information relating to an identified or identifiable natural person where an identifiable natural person is one who can be identified, 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.

1.14. "Privacy/Security Laws" means any applicable privacy and security laws and/or regulations, anywhere in the world, governing the Services and/or Spellbook's handling of Personal Data for the Customer.

1.15. "Services" means the services provided by Spellbook to Customer under this Agreement, including, but not limited to, provision of the Spellbook AI Platform, and other product features and services specified in an Order.

1.16. "Spellbook AI Platform" means Spellbook's AI software-as-a-service application identified and described in any Order that allows Users to access certain features and functions through a web interface, API, or other application.

1.17. "Third Party LLM" means any third party LLM used by Spellbook to process Customer Data to generate Output in the Spellbook AI Platform for the Customer and its Users.

1.18. "User" means any individual who uses the Spellbook AI Platform on Customer's behalf or through Customer's account or passwords.

2. THE SPELLBOOK AI PLATFORM.

2.1. Authorization to Access and Use the Spellbook AI Platform.

(a) Commencing on the Effective Date, Spellbook will make the Spellbook AI Platform available for Customer's access within the use limitations set forth in the Order, all under the terms of this Agreement.

(b) Subject to the terms and conditions of this Agreement, Spellbook (i) grants Customer a non-exclusive, non-transferable, worldwide right during the Term to access the Spellbook AI Platform, and (ii) authorizes the Customer to permit the number of Users specified in the Order to use the Spellbook AI Platform solely for the Customer's internal purposes.

(c) For Users granted an academic license key to the Spellbook AI Platform by Spellbook, the Academic Terms of Use will apply to govern such User's access and use of the Spellbook AI Platform.

(d) Subject to the terms and conditions of this Agreement, the Customer is permitted to grant access to its affiliated companies and assign Users from its affiliated companies under the Customer's account.

2.2. Support and Updates. At no charge to Customer, Spellbook will (a) provide Maintenance and support for the use of the Spellbook AI Platform to Customer, and (b) keep the Spellbook AI Platform operational and available to Customer at all times, including installing on its servers any software updates deemed by Spellbook to be reasonably necessary to address errors, bugs, or other performance issues in the Spellbook AI Platform.

2.3. Documentation: Customer may reproduce and use the Documentation solely as necessary to support Users' use of the Spellbook AI Platform.

2.4. Feature Revisions. Spellbook may revise or update Spellbook AI Platform features and functions at any time, including by adding, modifying, or removing such features and functions, provided that: (a) such revisions do not materially degrade the Spellbook AI Platform; and (b) Spellbook will use commercially reasonable efforts to provide Customer with prompt notice of any revision that materially affects features or functionality specified in an applicable Order.

3. FEES & PAYMENT.

3.1. Subscription Fees.

(a) Customer will pay Spellbook the fees stipulated in each Order (the "Subscription Fees") within 30 days of Spellbook issuing an invoice for the Subscription Fees. To assist with invoicing and payment, Customer will maintain complete, accurate and up-to-date billing and contact information at all times.

(b) If Customer disputes any portion of an invoice in good faith, Customer must notify Spellbook in writing within 30 days of receipt of such invoice, providing reasonable detail of the disputed amount and the basis for the dispute. Customer will pay all undisputed amounts by the applicable due date. The Parties will work in good faith to resolve any such dispute promptly, and any amount determined to be owing following resolution will be due within 15 days of such resolution.

(c) For late payment, Customer will pay interest charges from the time the payment was due at the rate that is the lower of 2% per month or the highest rate permissible under applicable law.

(d) Except as otherwise specified in this Agreement, Subscription Fees are based on Services purchased and not actual usage, payment obligations are non-cancelable, fees paid are non-refundable, and the scope of the subscription cannot be decreased during the active term of the Order.

3.2. Suspension for Non-Payment. Spellbook reserves the right (in addition to any other rights or remedies Spellbook may have) to suspend all Customer access to the Spellbook AI Platform if any Subscription Fees are overdue by 30 days or more, until such amounts are paid in full. For clarity, any such suspension will not relieve Customer of its payment obligations under this Agreement, including Subscription Fees accruing during the period of suspension.

3.3. Taxes.

(a) Subscription Fees are exclusive of any applicable sales taxes, duties, tariffs, or other amounts attributable to Customer's execution of this Agreement or use of the Spellbook AI Platform (collectively, "Sales Taxes"). Customer will be solely responsible for the payment of any applicable Sales Taxes.

(b) All payments due to Spellbook under this Agreement will be made free and clear of, and without reduction for, any withholding taxes. If Customer is required by applicable law to deduct or withhold any taxes from any payment to Spellbook, Customer will increase the amount payable as necessary so that, after all required deductions and withholdings, Spellbook receives an amount equal to the amount it would have received had no such deduction or withholding been required. Customer will provide Spellbook with official tax receipts or other documentation reasonably requested to evidence any such withholding.

4. DATA, SECURITY & PRIVACY.

4.1. Processing of Customer Data.

(a) Generally. Customer authorizes Spellbook to process Customer Data as required to provide the Services, including (i) sending Document Data to Third Party LLMs to generate Output, and (ii) processing Customer Data through its authorized data subprocessors (identified in Spellbook's trust center, as updated from time to time) solely to provide the Services, as further set out below. Except as expressly permitted in this Agreement, in no event will Spellbook share Customer Data with other Spellbook customers or third parties.

(b) Data Processing by Third Party LLMs. Customer understands, acknowledges, and consents to the following:

(i) Data Transmission and Retrieval. Spellbook will transmit Customer Data (particularly Document Data and User input prompts) to its Third Party LLMs in order to generate Output, and will retrieve Output from the Third Party LLMs to provide to the Customer; all such transmitted and retrieved Customer Data will be encrypted in transit according to industry standard encryption protocols.

(ii) Data Protection by Third Party LLMs. Spellbook will only transmit Customer Data to Third Party LLMs as required to perform the Services. In each case, Spellbook has executed a data processing agreement with the applicable Third Party LLMs to ensure they are responsible for processing Customer Data in compliance with Privacy/Security Laws.

(iii) Zero Data Retention by Third Party LLMs. Customer Data transmitted to Third Party LLMs via the Spellbook AI Platform will be processed in real-time solely for the purpose of generating the requested Output. Accordingly, Spellbook will maintain agreements with all Third Party LLMs prohibiting them from storing or retaining any Customer Data (including Inputs, Document Data, or any other transmitted information) beyond the time necessary to generate and return Output to Spellbook.

(iv) No Third Party LLM Model Training. Customer Data transmitted to Third Party LLMs via the Spellbook AI Platform will not be used to train, improve, or develop the AI models of those Third Party LLMs. Accordingly, Spellbook will ensure that all Third Party LLMs are prohibited from using Customer Data for such purposes, and where applicable, will opt out of (and continue to opt out of) all available opt-out mechanisms for such use.

(c) Internal Data Processing. Customer understands, acknowledges, and consents to the following:

(i) General Data Processing. Spellbook will only collect, process, store, or otherwise uses Customer Data: (A) as expressly contemplated by this Agreement; (B) as necessary to provide and maintain the features and functions of the Spellbook AI Platform that the Customer has purchased in an Order; and (C) to perform other specific activities that have been expressly requested or authorized by its Users. In all cases, Customer Data stored and processed for a Customer and its Users will not be visible or accessible to other Spellbook customers or other third parties (except for Spellbook's listed data subprocessors for specified purposes as per section 4.3(a) below).

(ii) Usage Data. Spellbook collects certain technical and analytics data and information from its users ("Usage Data"), solely to improve service delivery and platform performance. Usage Data includes User analytics and quantitative usage metrics (e.g. feature interaction statistics) and other statistical information about Customer's use of the Spellbook AI Platform. Spellbook uses Usage Data to (A) enhance service delivery under an Order, (B) analyze feature adoption and usage patterns, and report Customer's usage to the Customer, and (C) diagnose, troubleshoot, and resolve technical issues and related Customer feedback affecting Customer's use of the Spellbook AI Platform. Spellbook may also use de-identified and aggregated Usage Data for general product improvement and analytics, provided such data cannot reasonably be used to identify Customer or its Users.

(iii) Optimizing Customer Experience. To enhance Customer's experience, Spellbook may process Customer Data to improve the quality of the Customer's available product features, including to calibrate its internal systems for User-specific personalization based on the User's indicated preferences and interactions within the Spellbook AI Platform. For these purposes, Spellbook implements industry standard de-identification protocols upon data collection and before any processing occurs. Further, any Customer Data used for User personalization will remain strictly specific to the Customer and its Users, and will not be used to train, fine-tune, or otherwise improve services or functionalities for other customers.

(iv) Quality Assurance Monitoring. Spellbook may monitor and temporarily retain Inputs and corresponding Outputs processed through the Spellbook AI Platform ("QA Data") for the sole purpose of identifying Output quality issues, evaluating prompt and system improvements, and diagnosing technical support matters (collectively, "Quality Assurance"). QA Data will be: (A) retained for no longer than 90 days from the date of collection, then permanently deleted; (B) accessible only to authorized Spellbook personnel on an as-needed basis, who are bound by confidentiality obligations consistent with Article 7; (C) treated as Confidential Information and, where applicable, handled in accordance with section 4.1(d) below respecting Privileged Information; and (D) not used for any purpose other than Quality Assurance.

(d) Privileged Information. The Parties acknowledge that Customer Data may include information protected by lawyer-client privilege, work-product doctrine, or other applicable legal privileges (collectively, "Privileged Information"). When applicable, Spellbook acknowledges that Customer is responsible for protecting and preserving the confidentiality of Privileged Information as part of its professional obligations. Spellbook will handle all Privileged Information in a manner intended to preserve these protections (including in accordance with Section 7 regarding Confidential Information), and will not take any action that would reasonably be expected to waive or diminish them. Use of the Spellbook AI Platform to process or store Customer Data will not be deemed a waiver of any privilege or protection associated with such Privileged Information.

4.2. Data Ownership.

(a) As between the Parties, the Customer owns: (i) all Customer Data uploaded by Customer or its Users to the Spellbook AI Platform; (ii) all Outputs; and (iii) all custom work product created by Spellbook specifically for Customer pursuant to an Order (including playbooks and similar content), subject to Spellbook retaining all right, title, and interest in any underlying templates, methodologies, processes, or platform components used to create such work product.

(b) Spellbook will treat Customer Data as Confidential Information under Article 7, and will not disclose Customer Data to any other customers or third parties, other than (i) to its data subprocessors as necessary to provide the Services, or (ii) to its employees and authorized contractors as per the obligations of Article 7.

(c) Customer grants to Spellbook a non-exclusive, royalty-free, worldwide license to use, copy, store, modify, distribute, transfer and display Customer Data solely for the purpose of providing the Services to Customer on the terms of any Order.

(d) For clarity, Spellbook may derive anonymous data and statistics from Customer Data ("Derived Data") and may compile, aggregate, use, and disclose such Derived Data for its own legitimate business purposes (including the presentation of aggregated statistical data sets as insights within the Spellbook AI Platform or otherwise in Spellbook-published materials), provided that no Derived Data will identify (and cannot reasonably be used or reverse-engineered to identify or attribute to) Customer, its Users, or other third parties associated with Customer Data. For greater certainty, Spellbook will (i) not use or disclose Derived Data in any manner that compromises the confidentiality or security of Customer Data, and (ii) implement appropriate safeguards to ensure that the process of deriving and handling Derived Data does not create any significant risk of re-identification or unauthorized access. Spellbook will own all right, title, and interest in the Derived Data and any resulting Spellbook products or services incorporating the Derived Data.

4.3. Spellbook's Data Security.

(a) Spellbook maintains industry standard administrative, technical, and physical safeguards to protect all Customer Data (including Personal Data) processed, stored, collected or transmitted by Spellbook. Spellbook maintains a data security trust center available at https://trust.spellbook.legal/, which (i) sets out all of Spellbook's data security protocols, (ii) provides information on the data processing commitments of the LLMs used by Spellbook, and (iii) provides a list of Spellbook's data subprocessors and related processing purposes. As between Spellbook and the Customer, Spellbook maintains legal responsibility for the data processing activities of its subprocessors respecting the Services.

(b) Spellbook exercises diligent efforts to prevent unauthorized disclosure or exposure of Customer Data. Accordingly, Spellbook will, on an ongoing basis, ensure that its data security program (and associated safeguards and privacy practices) is designed, maintained, updated and adjusted, as necessary, to protect against reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Customer Data.

(c) Regardless of its data security protocols, Spellbook will have no responsibility or liability for (i) the accuracy of Customer Data uploaded to the Spellbook AI Platform by Customer and its Users, or (ii) Customer's usage of, or reliance on, Outputs.

(d) Notwithstanding anything else in this Article 4, Spellbook may be compelled to disclose Customer Data as required by applicable law or by proper legal or governmental authority. In such cases, Spellbook will give Customer prompt notice of the legal or governmental demand/order for disclosure, and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure.

(e) Spellbook complies with all Privacy/Security Laws that are applicable specifically to Spellbook, the Services, this Agreement, and generally to data processors in the jurisdictions in which Spellbook does business.

4.4. Customer's Personal Data.

(a) Spellbook collects and uses categories of Personal Data from the Customer and its Users that are required to administer Customer's Spellbook account, including payment records and credit cards. Otherwise, Spellbook only collects and uses Personal Data as necessary to provide the Services, or as otherwise expressly consented to by Customer.

(b) Customer acknowledges that Spellbook's management of Customer's Personal Data is governed by its privacy policy available here, and Customer recognizes and agrees that nothing in this Agreement restricts Spellbook's right to alter its privacy policy as required by Spellbook or by Privacy/Security Laws.

(c) As part of administering the Customer's account, Spellbook may disclose Personal Data to certain subprocessors when necessary, and these subprocessors (and their purposes) are identified in Spellbook's data security trust center at https://trust.spellbook.legal/subprocessors.

5. CUSTOMER'S RESPONSIBILITIES & RESTRICTIONS.

5.1. Acceptable Use.

(a) Customer will not:

(i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Spellbook AI Platform;

(ii) use the Spellbook AI Platform for any illegal purpose or in violation of applicable laws;

(iii) resell or sublicense the Spellbook AI Platform as a service to external third parties, or otherwise allow external third parties to commercially exploit the Spellbook AI Platform;

(iv) provide Spellbook AI Platform passwords or other log-in information to any third party, or allow access to the Spellbook AI Platform by multiple individuals impersonating a single User;

(v) share beta, preview, or non-generally-available Spellbook AI Platform features or content with any third party;

(vi) attempt to circumvent or disable any security features or functionality associated with the Spellbook AI Platform;

(vii) access the Spellbook AI Platform for competitive purposes, including to build a competitive product or service, to benchmark against competitive offerings, to copy or reverse engineer features or functionality, or to monitor Spellbook's product development or capabilities; or

(viii) engage in web scraping or data scraping on or related to the Spellbook AI Platform, including without limitation collection of information through any software that simulates human activity or any bot or web crawler.

(b) In the event that Spellbook reasonably suspects any breach of the requirements of Section 5.1(a), including without limitation by Users, Spellbook may immediately suspend Customer's access to the Spellbook AI Platform, in addition to such other remedies as Spellbook may have.

5.2. Unauthorized Access. Customer will take reasonable steps to prevent unauthorized access to the Spellbook AI Platform, including without limitation by protecting its passwords and other log-in information. Customer will notify Spellbook immediately of any known or suspected unauthorized use of the Spellbook AI Platform or breach of its security and will use best efforts to stop said breach.

5.3. Compliance with Laws. In its use of the Spellbook AI Platform, Customer will comply with all applicable laws, including without limitation Privacy/Security laws.

5.4. Reliance on Spellbook Output. Customer will not solely rely on Output as constituting formal legal advice, and will ensure, when appropriate, that any Output is reviewed or vetted accordingly by a duly licensed and qualified lawyer.

5.5. Users & Spellbook AI Platform Access. Customer is responsible and liable for: (a) Users' use of the Spellbook AI Platform, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; and (b) any use of the Spellbook AI Platform through Customer's account.

5.6. Customer Rights and Consents. Customer confirms that it has and will maintain throughout the Term all necessary rights, consents and authorizations to provide the Customer Data to Spellbook and to authorize Spellbook to use, disclose, or otherwise process that Customer Data through the Spellbook AI Platform as contemplated by this Agreement.

5.7. Marketing and Promotion. Unless indicated otherwise by Customer, Customer will allow Spellbook to use the name and logo of Customer in its marketing and promotional activities, including being posted on Spellbook's web site, on social media, and in its marketing and advertising materials. All goodwill in Customer's name and logo remains with Customer.

6. IP & FEEDBACK.

6.1. IP Rights to the Spellbook AI Platform.

(a) Spellbook retains all right, title, and interest in and to the Spellbook AI Platform, including without limitation all intellectual property rights in (i) the software used to provide the Spellbook AI Platform, and (ii) all graphics, user interfaces, logos, and trademarks reproduced through the Spellbook AI Platform.

(b) This Agreement does not grant Customer any intellectual property license or rights in or to the Spellbook AI Platform or any of its components, except to the limited extent that such rights are necessary for Customer's use of the Spellbook AI Platform as specifically authorized by this Agreement. Customer recognizes that the Spellbook AI Platform and its components are protected by copyright and other laws.

6.2. Feedback.

(a) Spellbook has not agreed to and does not agree to treat as confidential any suggestions or ideas for improving or otherwise modifying any of Spellbook's products or services that Customer or Users give Spellbook ("Feedback").

(b) Nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict Spellbook's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer; for greater certainty, Feedback will not be considered in any way to be Customer's trade secret.

(c) Notwithstanding sections 6.2(a) and 6.2(b), Spellbook will not identify Customer (or attribute any Feedback to Customer) in connection with Spellbook's use or exploitation of such Feedback without Customer's prior written consent.

7. CONFIDENTIAL INFORMATION.

7.1. Scope of Confidential Information.

(a) For the purposes of this Section 7, "Confidential Information" refers to the following items either Party (the "Discloser") discloses to the other Party (the "Recipient"): (i) any document the Discloser marks "confidential" or designates as "confidential" at the time of its disclosure; (ii) the Documentation, whether or not marked or designated confidential; (iii) any other non-public, sensitive information the Discloser should reasonably consider a trade secret or otherwise confidential; and (iv) Customer Data.

(b) Exclusions. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient's possession at the time of disclosure; (ii) is independently developed by the Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient's improper action or inaction; (iv) is approved by Discloser in writing for release by Recipient; or (v) is Feedback from the Customer.

7.2. Non-Disclosure.

(a) Recipient will not use Confidential Information for any purpose other than as specified and agreed by the Discloser at the time of disclosure (the "Purpose").

(b) Recipient: (i) will not disclose Confidential Information of the Discloser to any of its employees or contractors, unless such person needs access in order to facilitate the Purpose and also understands the Confidential Information comes with obligations of confidentiality; and (ii) will not disclose Confidential Information to any other third party without Discloser's prior written consent.

(c) Recipient will protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient will promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient's attention.

7.3. Compelled Disclosure. Notwithstanding Section 7.2, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; however, in such circumstances. Recipient will give Discloser prompt notice of any such legal or governmental demand, and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser's expense.

7.4. Termination & Return. With respect to each item of Confidential Information, the obligations of Section 7.2 above (Non-Disclosure) will continue so long as such information remains Confidential Information or subject to trade secret protection pursuant to applicable law, including after this Agreement expires or is terminated for any reason. Upon termination of this Agreement, Recipient will, upon request, return or destroy Discloser's Confidential Information in its possession or control.

7.5. Equitable Relief. Recipient agrees that: (a) no adequate remedy exists at law if it breaches any of its obligations in this Article 7; (b) it would be difficult to determine the damages resulting from its breach of this Article 7, and such breach would cause irreparable harm to Discloser; and (c) accordingly, the Discloser may seek a remedy of injunctive relief for any such breach. Recipient waives any opposition to the seeking of such injunctive relief. This Section 7.5 does not limit either Party's right to injunctive relief for breaches not listed.

7.6. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license to it. Discloser will retain all right, title, and interest in and to all Confidential Information.

8. REPRESENTATIONS & WARRANTIES.

8.1. Spellbook IP Non-Infringement Representation and Warranty.

(a) Spellbook represents and warrants that it is the owner of the Spellbook AI Platform (and every component of it), or alternatively the recipient of a valid license to it, and that it has and will maintain the full power and authority to grant the rights to use the Spellbook AI Platform set forth in this Agreement without the further consent of any third party.

(b) In case of breach of its warranty in Section 8.1(a), Spellbook, at its own expense, will promptly:

(i) secure for Customer the right to continue using the Spellbook AI Platform;

(ii) replace or modify the Spellbook AI Platform to make it non-infringing; or

(iii) if such remedies are not commercially practical in Spellbook's reasonable opinion, terminate the Agreement and refund the Subscription Fees paid for the Spellbook AI Platform for every month remaining in the then-current Term following the date after which Customer access to the Spellbook AI Platform ceases as a result of such breach of warranty.

(c) If Spellbook exercises its rights pursuant to Subsection 8.1(b) above, Customer will promptly cease all use of the Spellbook AI Platform and all reproduction and use of the Documentation and erase all copies in its possession or control.

8.2. Spellbook General Representations and Warranties. Spellbook represents and warrants that:

(a) it will provide the Services under this Agreement in a professional and workmanlike manner, and in compliance with any specifications agreed to by the Parties in an Order or otherwise;

(b) the execution, delivery and performance of this Agreement does not violate the terms or conditions of any other agreement to which it is a party, or by which it is otherwise bound;

(c) it will at all times develop the Spellbook AI Platform, and use Third Party LLMs and any other AI systems (collectively, "AI Systems"), in an ethical, responsible, transparent, safe, and secure manner, in accordance with all applicable laws and regulations. Without limiting the generality of the foregoing, Spellbook represents and warrants that it:

(i) has implemented, and will maintain, internal policies and procedures with respect to the use of AI Systems by Spellbook personnel which address, at a minimum, the risks associated with the use of AI Systems, prohibited uses of the AI Systems, and AI Systems use requirements;

(ii) regularly provides education and training to Spellbook personnel on the ethical and legal considerations of using AI Systems; and

(iii) regularly evaluates its use of AI Systems, as well as Spellbook's policies and procedures, to ensure they remain aligned with current ethical and legal standards.

8.3. Mutual Representations and Warranties. Each Party represents and warrants to the other that:

(a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement;

(b) it has accurately identified itself and it has not provided any materially inaccurate information about itself to the other Party; and

(c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.

8.4. Disclaimers.

(a) Except to the extent set forth in Spellbook's warranties in Section 8 above, CUSTOMER ACCEPTS THE SPELLBOOK AI PLATFORM "AS IS," WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:

(i) SPELLBOOK DOES NOT REPRESENT OR WARRANT THAT THE SPELLBOOK AI PLATFORM WILL PRODUCE ACCURATE OR RELEVANT CONTENT FOR THE CUSTOMER, OR OTHERWISE PERFORM WITHOUT INTERRUPTION OR ERROR;

(ii) SUBJECT TO (A) SPELLBOOK'S COMPLIANCE WITH ITS OBLIGATIONS UNDER SECTION 4.3 RESPECTING SPELLBOOK MAINTAINING INDUSTRY STANDARD DATA SECURITY MEASURES AND COMPLYING WITH APPLICABLE LAW, AND (B) THE RELATED INDEMNITY OBLIGATIONS SET OUT IN SECTION 9.3, SPELLBOOK DOES NOT REPRESENT THAT THE SPELLBOOK AI PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION, OR THAT CUSTOMER USAGE DATA WILL REMAIN PRIVATE OR SECURE UPON SUCH HACKING OR INTRUSION;

(iii) SPELLBOOK DOES NOT REPRESENT THAT THE OUTPUT GENERATED BY THE SPELLBOOK AI PLATFORM WILL BE SATISFACTORY IN ANY WAY TO CUSTOMER (ESPECIALLY IF CUSTOMER ATTEMPTS TO GENERATE OUTPUT IN LANGUAGES OTHER THAN ENGLISH, OR THAT IS NOT TEXT IN CONTENT);

(iv) WHILE SPELLBOOK MAINTAINS CONTRACTUAL AGREEMENTS WITH THIRD PARTY LLMS AS CONTEMPLATED IN SECTION 4 OF THIS AGREEMENT, SPELLBOOK DOES NOT OPERATIONALLY CONTROL THE THIRD PARTY LLMS OR THEIR UNDERLYING TECHNOLOGY, INCLUDING (A) THE ACCURACY, PERFORMANCE, OR QUALITY OF OUTPUTS THEY GENERATE, AND (B) THEIR CONTINUED AVAILABILITY; AND

(v) INTEGRATION PARTNER PRODUCTS THAT ARE OPTIONAL PRODUCT FEATURES NOT REQUIRED FOR THE PROVISION OF THE SPELLBOOK AI PLATFORM TO THE CUSTOMER ARE PROVIDED "AS IS", "WHERE IS" AND "AS AVAILABLE". ACCORDINGLY, SPELLBOOK HAS NO CONTROL OVER THE CONTINUING AVAILABILITY OR FUNCTIONAL OPERATION OF SUCH INTEGRATION PARTNER PRODUCTS, AND DISCLAIMS ANY AND ALL ASSOCIATED RESPONSIBILITY OR LIABILITY FOR CUSTOMER'S ELECTION TO USE ANY SUCH INTEGRATION PARTNER PRODUCTS AS PART OF ITS USE OF THE SPELLBOOK AI PLATFORM. FOR GREATER CERTAINTY, THE LOSS OF AVAILABILITY AND/OR FUNCTIONALITY OF ANY INTEGRATION PARTNER PRODUCTS, INCLUDING DEACTIVATION OF ANY RELATED APIS BY SPELLBOOK, DOES NOT JUSTIFY THE REFUND OF ANY SUBSCRIPTION FEES PAID OR PAYABLE BY THE CUSTOMER.

(c) THE OUTPUT IS INTENDED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED BASED ON CUSTOMER PROMPTS AND OTHER INPUTS. WHILE SUCH OUTPUT MAY CONCERN ISSUES RELATED TO LEGAL SERVICES OR DOCUMENTS, CUSTOMER ACKNOWLEDGES THAT SUCH CONTENT IS NOT (AND IS NOT INTENDED TO BE) FORMAL LEGAL ADVICE, AND WILL NOT RELY ON IT AS SUCH. WHEN APPROPRIATE FOR THE USE CASE, CUSTOMER WILL VET OUTPUT THROUGH, AND/OR SEEK THE ADVICE OF, A DULY LICENSED AND QUALIFIED LAWYER IN THE APPLICABLE SUBJECT MATTER AND JURISDICTION.

(d) SPELLBOOK'S PROVISION OF THE SPELLBOOK AI PLATFORM, INCLUDING ALL RELATED OUTPUT, IS FOR INFORMATIONAL PURPOSES ONLY. CUSTOMER UNDERSTANDS THAT IT, AND ITS USERS, ARE ULTIMATELY RESPONSIBLE FOR ALL DECISIONS MADE, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON CUSTOMER'S USE OF THE SPELLBOOK AI PLATFORM, WHICH USES AI TO GENERATE PREDICTIONS BASED ON PATTERNS IN DATA. OUTPUT IS PROBABILISTIC AND SHOULD ALWAYS BE EVALUATED FOR ACCURACY AS APPROPRIATE FOR YOUR USE CASE. SPELLBOOK EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF CUSTOMER TAKING (OR NOT TAKING) ANY ACTION BASED ON (OR RELYING ON) OUTPUT.

9. INDEMNIFICATION.

9.1. Indemnification by Spellbook.

(a) Spellbook will defend Customer from any third party claim, action, or proceeding arising out of any allegation that the Services, including the Spellbook AI Platform or Customer's use of the Spellbook AI Platform as contemplated in this Agreement, infringes such third party's patent, copyright and/or trademark intellectual property rights (an "IP Claim"), and will indemnify and hold harmless Customer from and against any damages, losses, liabilities, expenses, and costs awarded against them, or agreed in settlement by Spellbook, resulting from such IP Claim.

(b) Notwithstanding section 9.1(a), Spellbook will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) misuse of the Spellbook AI Platform by Customer or its Users in violation of section 5.1; or (ii) the combination, operation, or use of the Spellbook AI Platform with other data, hardware, or software not provided by Spellbook (collectively, "Combinations") except for Combinations that are (1) approved Spellbook integrations, (2) contemplated by this Agreement or the Documentation (such as Microsoft Word), or (3) are otherwise expressly approved by Spellbook.

(c) Except for the warranty provided by Spellbook in section 8.1, this section 9.1 states Spellbook's entire liability, and Customer's exclusive remedy, with respect to an IP Claim.

9.2. Indemnification by Customer. Customer will defend, indemnify, and hold harmless Spellbook against any third party claim, suit, or proceeding against Spellbook arising out of the Customer's misuse of the Spellbook AI Platform, including without limitation:

(a) claims which, if true, would constitute a breach of Section 5 of this Agreement (Customer Obligations); and

(b) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Spellbook AI Platform through Customer's account, including without limitation by Customer Data.

9.3. Mutual Indemnities. Each Party (the "Indemnifying Party") will defend, hold harmless, and indemnify the other Party (the "Indemnified Party") against any third party claim, suit, or proceeding arising out of or relating to

(a) the gross negligence, fraud, or wilful misconduct of the Indemnifying Party or any of its agents, subcontractors, or employees; or

(b) a Data Incident caused by the act or omission of the Indemnifying Party or any of its agents, subcontractors, or employees (a "Data Claim"). For the purposes of this section 9.3(b), a "Data Incident" is any (i) unauthorized disclosure of, access to, or use of Customer Data, or (ii) violation of Privacy/Security Law through Customer's account. For greater certainty, (i) Data Incidents include, without limitation, such events caused by Customer, by Spellbook, by Users, by hackers, or by any other third party, and (ii) Data Claims include government enforcement actions.

9.4. General Indemnification Procedures.

(a) In the event of a potential indemnity obligation under any section of this Article 9, the Indemnified Party in each case will:

(i) promptly notify the Indemnifying Party in writing of the claim;

(ii) allow the Indemnifying Party the right to control the investigation, defense and settlement (if applicable) of such claim at the Indemnifying Party's sole cost and expense; and

(iii) upon request of the Indemnifying Party, provide all necessary cooperation at the Indemnifying Party's expense.

(b) Failure by the Indemnified Party to notify the Indemnifying Party of a claim will not relieve the Indemnifying Party of its obligations, however, the Indemnifying Party will not be liable for any litigation expenses that the Indemnified Party incurred prior to the time when notice is given (or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the Indemnifying Party in accordance with this section).

(c) The Indemnifying Party's obligations set forth in this Article 9 include, without limitation:

(i) settlement at the Indemnifying Party's expense and/or payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and

(ii) reimbursement of reasonable legal fees incurred by the Indemnified Party before Indemnifying Party's assumption of the defense (but not legal fees incurred thereafter).

(d) Notwithstanding section 9.4(c), the Indemnifying Party may not settle any claim that would bind the Indemnified Party to any positive obligation (other than payment covered by the Indemnifying Party) or require any admission of fault by the Indemnified Party, without the Indemnified Party's prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.

(e) Any indemnification obligation under this Article 9 will not apply if the Indemnified Party settles or makes any admission with respect to a claim without the Indemnifying Party's prior written consent.

10. LIMITATION OF LIABILITY.

10.1. Dollar Cap. EXCEPT FOR ARTICLE 4 (DATA SECURITY), ARTICLE 7 (CONFIDENTIAL INFORMATION), AND ARTICLE 9 (INDEMNIFICATION), EACH PARTY'S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE CUMULATIVE SUBSCRIPTION FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

10.2. Excluded Damages. EXCEPT WITH REGARD TO BREACHES OF ARTICLE 7 (CONFIDENTIAL INFORMATION), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

10.3. Clarifications & Disclaimers.

(a) THE LIABILITIES LIMITED BY THIS ARTICLE 10 APPLY TO THE BENEFIT OF EITHER PARTY'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: (I) TO LIABILITY FOR NEGLIGENCE; (II) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (III) EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION, AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (IV) EVEN IF A PARTY'S REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

(b) Customer acknowledges and agrees that Spellbook has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Article 10, and that such terms form an essential basis of the bargain between the parties.

(c) If applicable law limits the application of the provisions of this Article 10, each Party's liability will be limited to the maximum extent permissible.

(d) For the avoidance of doubt, each Party's liability limits and other rights set forth in this Article 10 apply likewise to that Party's affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

11. TERM & TERMINATION.

11.1. Term & Renewals. Unless otherwise specified in the Order:

(a) Agreement Term. The term of this Agreement will commence on the Effective Date and continues until terminated by either Party, or expires, in accordance with its terms.

(b) Order Terms. The initial term of each Order will commence on the Order Date and continue for the period set forth in such Order or, if no period is specified, for one year from the Order Date (each the "Initial Order Term" for such Order). Following the Initial Order Term, each Order will automatically renew for successive 12-month periods (each an "Order Renewal Term" for such Order), unless either Party provides written notice of non-renewal at least 30 days prior to the expiration of the Initial Order Term or Order Renewal Term, as applicable.

(c) Fee Adjustments on Renewals. Notwithstanding the Subscription Fees stipulated in an Order, Spellbook reserves the right to increase the Subscription Fees for each Order Renewal Term upon at least 30 days' notice to the Customer (and any applicable Order will be deemed to be amended accordingly); however, any such annual increases to Subscription Fees will not exceed 10%, unless there has been a change that materially alters the functionality, features, or scope of the Spellbook AI Platform (and/or the services Spellbook is providing to the Customer in relation to the Spellbook AI Platform). Notwithstanding anything to the contrary in this Agreement, (i) any renewal in which number of Customer's Users has decreased from the prior Order term will result in re-pricing at renewal at Spellbook's discretion, without regard to the prior Order term's Subscription Fees, and (ii) if Customer requests a manual renewal process rather than the automatic renewal set out in section 11.1(b), then the 10% cap on annual renewal increases will not apply, and Spellbook will reserve the right to re-price Subscription Fees at Spellbook's current list rates.

(d) Relationship. Termination of an individual Order does not terminate this Agreement; however, if this Agreement is terminated, all active Orders terminate simultaneously. If all Orders have expired or been terminated, (a) either Party may elect to terminate this Agreement immediately upon written notice, or (b) the Agreement will be deemed to expire after 6 months following the expiration or termination of the last active Order.

11.2. Termination.

(a) Either Party may terminate this Agreement for the other Party's material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other Party first cures such breach, or effective immediately if the breach is not subject to cure.

(b) Customer may terminate this Agreement, or any Order, for any reason or for no reason by giving 30 days' prior written notice to Spellbook; provided, however, that if Customer terminates for convenience under this section, Customer remains obligated to pay all Subscription Fees owed for the remainder of the then-current terms, all of which Subscription Fees will become immediately due and payable in full (if not already pre-paid).

11.3. Effects of Expiration or Termination. Upon expiration or termination of this Agreement for any reason, Customer will cease all use of the Spellbook AI Platform immediately, and delete all copies of the Documentation in its possession or control.

11.4. Survival. The following will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay Subscription Fees incurred before termination; (b) Sections 6 (IP & Feedback), 7 (Confidential Information), 8.4 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

12. BETA FEATURES.

12.1. The terms in this Section 12 apply to any Customer use of the Spellbook AI Platform involving product features, product functionality, or other services that Spellbook makes available to Customer that are not generally made available to Spellbook customers and/or are designated as "beta", "pilot", "preview", "early access", "test", or any similar designations (collectively, "Beta Features").

12.2. Unless otherwise indicated in an Order:

(a) Beta Features offered initially at no charge to the Customer may be subject to additional fees or charges upon the expiration of any free period term set forth in an applicable Order (or, if there is no stipulated period term in an Order for such Beta Features, upon 15 days' notice);

(b) Spellbook reserves the right to discontinue or modify its provision of any Beta Features to the Customer at any time, with or without notice;

(c) Section 2.2 (Support and Updates), Section 4.3 (Data Security), and Sections 8.1 and 8.2 (Spellbook Warranties) do not apply to Beta Features, and Spellbook disclaims any liability related to these provisions for Beta Features, except to the extent they apply to the underlying Spellbook AI Platform; further, Customer's sole and exclusive remedy for any claim related to the Beta Features will be limited to cessation of use of such Beta Features;

(d) Notwithstanding subsection 12.2(c), Spellbook's limitation of liability dollar cap under Section 10.1 respecting Beta Features is subject to a maximum cumulative and aggregate cap of CAD $10,000; and

(e) Customer agrees that any suggestions, recommendations, or Feedback provided regarding Beta Features may be used by Spellbook for any purpose, without any obligation to the Customer.

13. MISCELLANEOUS.

13.1. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may legally bind the other.

13.2. Notices. Spellbook may email notices pursuant to this Agreement to Customer's email contact points provided by Customer in the Order, and such notices will be deemed received 24 hours after they are sent. Customer may email notices pursuant to this Agreement to info@spellbook.legal, and such notices will be deemed received 24 hours after they are sent.

13.3. Force Majeure. No delay, failure, or default (other than a failure to pay fees when due), will constitute a breach of this Agreement to the extent caused by reasons or factors beyond the performing Party's reasonable control, including acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders.

13.4. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Spellbook's express written consent, unless to its affiliates or in connection with a merger, acquisition, reorganization, or other change of corporate control. Any purported assignment in violation of this clause will be null and void. Except to the extent forbidden in this Section 13.4, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns.

13.5. Severability. To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

13.6. No Waiver. Neither Party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

13.7. Choice of Law & Jurisdiction. Subject to the dispute resolution procedures set out in Section 13.8, the Parties agree that the applicable law governing the interpretation of this Agreement, its existence, or any dispute arising from it, as well as the courts having jurisdiction, is dependent on the principal place of business of the Customer, and will be determined as set out in the following table:

13.8. Dispute Resolution.

(a) In the event of any dispute, controversy, or claim between the Parties (each a "Dispute"), each Party will first appoint a senior management representative to seek resolution. These designated representatives will engage in good-faith negotiations for at least 30 days to settle the Dispute.

(b) If no resolution is reached during this period, either Party may escalate the Dispute to confidential binding arbitration by a sole arbitrator (and must do so instead of court litigation, if it chooses to formally resolve the Dispute in legal proceedings), with the seat and place of the arbitration determined according to the jurisdictional forum set out in Section 13.7.

(c) In such case, Customer will select an arbitrator from a list of three (3) arbitrators provided by Spellbook. Any prospective arbitrator will possess expertise in both legal and business aspects of the artificial intelligence software industry, and will have full discretion to select and establish the procedural rules of the arbitration.

(d) The Parties agree to equally share the arbitrator's fees, and each Party will be responsible for its respective costs, including legal expenses, related to the arbitration, unless the arbitrator decides otherwise based on the circumstances or the merits of the dispute. The arbitration proceedings will be conducted in English, and will take place virtually to the extent possible. The arbitrator's award will be final and binding on the Parties, and may be entered as a judgment in any court of competent jurisdiction.

(e) The Parties agree that any arbitration will be conducted in their individual capacities only, and not as a class action or other representative action.

(f) The foregoing provisions will not limit the ability of a Party to seek injunctive relief in any way.

13.9. Conflicts. In the event of any conflict between this Agreement and any other Spellbook policy posted online, the terms of this Agreement will govern. As between any Order and this Agreement, the Order will take precedence to the extent of any conflicting or inconsistent terms.

13.10. Technology Export. Respecting Customers based in the United States, Customer will not: (a) permit any third party to access or use the Spellbook AI Platform in violation of any U.S. law or regulation; or (b) export any software provided by Spellbook or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer will not permit any third party to access or use the Spellbook AI Platform in, or export such software to, a country subject to a United States embargo.

13.11. Entire Agreement. This Agreement (along with all Orders) sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

13.12. Supplementary Terms. The Parties may supplement the terms of this Agreement at any time by signing a written addendum, which will be deemed incorporated into this Agreement by this reference upon execution of such an addendum. The terms of any addendum will control any conflicting terms in this Agreement or an Order. Unless expressly stated otherwise in an applicable addendum, all addenda executed between the Parties will co-terminate upon the expiration or termination of this Agreement.

13.13. Amendments.

(a) Terms of Service: Spellbook may amend this Agreement from time to time by posting an amended version at its website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the "Proposed Amendment Date") unless Customer first gives Spellbook written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer's next Order Renewal Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Article 11, Term & Termination). Customer's continued use of the Spellbook AI Platform following the effective date of an amendment will confirm Customer's consent to it. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each Party.

(b) Privacy Policy: Spellbook may revise its privacy policy at any time by posting a new version of either at its website, and such new version will become effective on the date it is posted; provided if such amendment materially reduces Customer's rights or protections, notice and consent will be subject to the requirements above in this Section 13.13.