TERMS OF SERVICE

Last updated: October 20, 2026

This Terms of Service Agreement (this "Agreement") is entered into between HillGenius Inc., a Delaware corporation ("HillGenius"), and the individual or entity that accesses or uses the Services ("Customer"). By creating an account, clicking to accept, or otherwise accessing or using the Services, Customer agrees to be bound by this Agreement. If Customer is accepting this Agreement on behalf of an organization or other legal entity, Customer represents and warrants that it has authority to bind that entity to this Agreement, and references to "Customer" shall refer to that entity.

In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. DEFINITIONS.

Capitalized terms shall have the meanings set forth in this Section 1 or in the section where they are first used.

1.1 "Acceptable Use Policy" or "AUP" means the acceptable use requirements set forth in Section 7.4, as may be updated by HillGenius from time to time.

1.2 "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities of an entity.

1.3 "Aggregated Data" means data and information related to Customer Data and/or Customer's use of the Services that is used by HillGenius in an aggregate and de-identified manner, including to compile statistical and performance information related to the provision and operation of the Services.

1.4 "Authorized User" means any individual who is an employee, independent contractor, or partner of Customer, or such other individual as may be authorized by Customer to access the Services pursuant to Customer's rights under this Agreement.

1.5 "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the use of the Services, including prompts, files, and writing samples provided to AI features. For clarity, Customer Data does not include Aggregated Data or Output.

1.6 "Data Processing Addendum" or "DPA" means the data processing addendum entered into between Customer and HillGenius governing the processing of Personal Data in connection with the Services.

1.7 "Documentation" means HillGenius-provided user documentation, in all forms, relating to the Services, including user manuals and online help.

1.8 "Fees" means all amounts payable by Customer to HillGenius under this Agreement, as set forth in an Order or at the point of purchase.

1.9 "Intellectual Property Rights" means any and all now known or hereafter existing intellectual property rights, including (a) rights associated with works of authorship, including copyrights and moral rights; (b) trademark and service mark rights; (c) trade secret rights; (d) patent and industrial property rights; and (e) all registrations, applications, renewals, and extensions of the foregoing, in each case in any jurisdiction throughout the world.

1.10 "Laws" means, with respect to any party, any applicable federal, state, county, municipal, or local law, ordinance, statute, rule, regulation, order, judgment, decree, or other determination or finding of any governmental authority that is legally enforceable.

1.11 "Order" or "Order Form" means an online checkout, ordering document, or other purchase record that identifies the Services and Fees applicable to Customer's subscription.

1.12 "Output" means the content, data, information, summaries, answers, drafts, and other materials that are generated through the Services specifically for Customer in response to Customer Data, such as answers, drafts, memos, and AI-generated analysis. Output does not include machine-generated transcripts of congressional hearings, other public hearings, and government events, or other content that HillGenius makes generally available to customers of the Services (collectively, "HillGenius Content").

1.13 "Personal Data" means any information relating to an identified or identifiable natural person, and all information that is "personal data," "personal information," or "personally identifiable information" under applicable Laws.

1.14 "Platform" means HillGenius's legislative-intelligence and congressional-transcript platform, including its websites, applications, and all features and functionality made available therethrough.

1.15 "Privacy Policy" means the HillGenius privacy policy as published at HillGenius's website and updated from time to time, which is incorporated herein by reference.

1.16 "Services" means HillGenius's deployment of the Platform and the features and functionality made available through the Platform, as described in the applicable Documentation or an Order. The Services may include, without limitation: (a) machine-generated transcripts of congressional hearings, other public hearings and government events, and related proceedings ("Rapid Transcripts"); (b) tools to compare transcript text against source video ("Click-to-Verify"); (c) an artificial-intelligence analytical tool for reviewing and analyzing legislative and regulatory materials ("AI Analyst") and an artificial-intelligence research assistant for conducting research queries ("Research Desk"); (d) artificial-intelligence-assisted drafting capabilities ("Ghostwriter"); and (e) monitoring and alert features ("The Wire"). The specific features available to Customer are subject to Customer's subscription plan and applicable Order. Feature names are used as examples only, and HillGenius may rename, combine, or reorganize features from time to time.

1.17 "Subscription Term" means the initial subscription period specified in the applicable Order and, following each automatic renewal under Section 4.2, the renewal period then in effect.

2. THE SERVICES.

2.1 Grant of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all terms and conditions of this Agreement, HillGenius grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term, solely for use by Authorized Users in accordance with the terms and conditions herein, to access and use the Services for Customer's internal professional purposes in accordance with the Documentation and any applicable Order.

2.2 Permitted Features. The features and functionality comprising the Services are as described in the Documentation or on HillGenius's website, as may be updated from time to time. The availability of specific features is subject to Customer's subscription plan and applicable Order.

2.3 Modifications to Services. HillGenius may modify, add, or discontinue features of the Services from time to time. If HillGenius makes a change (other than a model change governed by Section 2.6) that materially reduces the core functionality of a paid plan during a paid period, and the change is not required for legal, security, or compliance reasons, Customer's sole and exclusive remedy is a pro-rata refund of prepaid Fees for the affected Services for the remainder of the then-current paid period, subject to Customer providing written notice to HillGenius within fourteen (14) days of the change. Failure to provide timely notice shall constitute Customer's acceptance of the modification.

2.4 Alpha, Beta, and Pre-Release Features. From time to time, HillGenius may offer access to features or services designated as alpha, beta, preview, pre-release, early access, or evaluation (collectively, "Beta Features"). Beta Features are provided strictly "as is" and "as available" without warranty of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, accuracy, uptime, availability, data integrity, or uninterrupted operation. Beta Features: (a) are experimental and may contain defects, errors, or instability; (b) may be modified, suspended, or discontinued at any time without notice or liability; (c) are excluded from any uptime commitment, service level, or support obligation set out elsewhere in this Agreement; (d) may result in loss or corruption of Customer Data or Output generated through such features; and (e) may not achieve general commercial release, and HillGenius does not warrant that any Beta Feature will do so. Customer's use of Beta Features is entirely at its own risk, and Customer assumes all risk associated with such use. Customer's confidentiality obligations under Section 14 apply to all non-public Beta Features. The general disclaimers in Section 11.2 apply to Beta Features in addition to the foregoing. Notwithstanding the foregoing, nothing in this Section 2.4 limits: (i) the mutual warranties in Section 11.1, which continue to apply in full to Beta Features; (ii) Section 6.7, which applies to Customer Data and Output processed through Beta Features, and HillGenius's data protection obligations under Section 15 and any applicable DPA, which apply to Personal Data processed through Beta Features; or (iii) liability arising from HillGenius's gross negligence, willful misconduct, or fraud.

2.5 API Access. HillGenius may, at its discretion, make available a programming interface enabling automated access to HillGenius Content, such as public hearing and government event transcripts, and related content on a pay-per-transaction or subscription basis ("API"). If and when HillGenius makes the API available, access to and use of the API is subject to: (a) the terms of this Agreement; (b) any applicable Order specifying API pricing, permitted use cases, and usage limits; and (c) any supplemental API documentation or terms published by HillGenius. Customer may use the API solely for Customer's internal business purposes or to power Customer's authorized internal agent-driven workflows. Customer shall not: (i) resell, sublicense, distribute, or otherwise make API output commercially available to third parties; (ii) use the API to build, populate, or enhance a competing transcript database, service, or product; or (iii) use the API in any manner that circumvents HillGenius's access-control, rate-limit, or licensing mechanisms. HillGenius reserves the right to impose additional rate limits, suspend, or discontinue API access at any time, including for violation of this Section 2.5 or the restrictions in Section 7.1.

2.6 AI Model Changes. The Services utilize third-party artificial-intelligence models and HillGenius's own proprietary models. HillGenius may, in its sole discretion, change, upgrade, replace, or discontinue any underlying model at any time to improve performance, reduce cost, comply with applicable Laws, or for any other reason. HillGenius will use commercially reasonable efforts to notify Customer of material model changes through the Services or by email, but the absence of such notice shall not constitute a breach of this Agreement. HillGenius does not warrant that Output quality, format, or characteristics will remain consistent following a model change. For the avoidance of doubt, a model change that materially reduces the core functionality of the Services during a paid Subscription Term shall be subject to the remedy set forth in Section 2.3.

2.7 Uptime Target. HillGenius targets ninety-nine percent (99.0%) monthly availability for the Services ("Uptime Target"), measured as the percentage of total minutes in a calendar month during which the Services are available, excluding: (a) scheduled maintenance, for which HillGenius will use reasonable efforts to provide at least twenty-four (24) hours' advance notice; (b) downtime caused by factors outside HillGenius's reasonable control, including Force Majeure events, failures of third-party infrastructure or AI providers, internet connectivity issues, or DNS propagation delays; (c) Customer's or its Authorized Users' equipment, software, or network connections; (d) any suspension of access pursuant to Section 10; (e) Beta Features; and (f) outages, delays, or unavailability of the public video or audio feeds and source websites from which HillGenius obtains materials. The Uptime Target is a target and not a guarantee or warranty. If the Services fail to meet the Uptime Target in any calendar month, Customer's sole and exclusive remedy shall be a Services credit equal to five percent (5%) of the monthly Fees attributable to the affected Services for each full one percent (1%) below the Uptime Target, up to a maximum credit of twenty-five percent (25%) of the applicable monthly Fees. Services credits must be requested in writing within fifteen (15) days after the end of the affected month, are non-transferable, have no cash value, and will be applied against future invoices. This Section 2.7 states Customer's sole and exclusive remedy, and HillGenius's entire liability, for any failure to meet the Uptime Target.

3. ACCESS, AUTHORIZED USERS, AND ACCOUNT SECURITY.

3.1 Account Registration. Access to the Services requires an account. Customer shall provide accurate registration information and shall keep that information current throughout the Subscription Term.

3.2 Authorized Users. Customer may permit its Authorized Users to access and use the features and functions of the Services as contemplated by this Agreement, subject to any seat, volume, or plan limits stated in the applicable Order. User credentials cannot be shared or used by more than one individual at a time. Customer will be responsible for the acts and omissions of its Authorized Users in their access to and use of the Services, and any breach by an Authorized User of the terms of this Agreement will constitute a breach by Customer of this Agreement.

3.3 Access Protocols and Security. Customer is responsible for maintaining the confidentiality of all account credentials and other access protocols (the "Access Protocols") required to access the Services, and for all activity occurring under its account. Customer shall implement and maintain appropriate technical and organizational security measures to protect against unauthorized access to the Services and shall promptly notify HillGenius at security@hillgenius.com upon becoming aware of any actual or suspected unauthorized access or use of the Services or any Access Protocols.

3.4 Compliance Verification. HillGenius may, upon reasonable prior written notice, audit Customer's use of the Services if HillGenius has a reasonable basis to believe Customer is not complying with the terms of this Agreement. Any such review will be conducted in a manner that does not unreasonably disrupt Customer's operations. If HillGenius identifies material non-compliance, Customer shall promptly remedy the non-compliance. Customer acknowledges that a violation of this Agreement with respect to HillGenius's Intellectual Property Rights may cause HillGenius irreparable harm for which monetary damages would be inadequate, and that HillGenius shall be entitled to seek equitable relief as set out in Section 19.5.

3.5 Reasonable Use. Where an Order provides for unlimited use of any part of the Services, including transcripts, Research Desk, and other artificial-intelligence features, that use is provided for Customer's normal business use by its own Authorized Users. If Customer's use substantially exceeds that level, including through automated or bulk requests, HillGenius may notify Customer in writing with reasonable details, and the parties will discuss the excess use in good faith. If the excess use continues for more than fifteen (15) days after that notice, HillGenius may apply reasonable limits to it until the parties agree on an appropriate plan or Fees. HillGenius will not limit Customer's use below the level of normal business use by its Authorized Users.

4. FEES, BILLING, AND PAYMENT.

4.1 Fees. Customer shall pay to HillGenius, without offset or deduction, the Fees as determined under any Order and this Agreement. All Fees are denominated in United States Dollars.

4.2 Billing and Automatic Renewal. Unless an Order states otherwise, subscriptions are billed in advance and renew automatically for successive periods equal to the then-current Subscription Term until cancelled in accordance with Section 4.4. Customer authorizes HillGenius and its payment processor to charge Customer's payment method on file for all applicable Fees and taxes at the commencement of each renewal period. Payments are processed by a third-party payment processor, and use of payment features is subject to the processor's terms.

4.3 Overage Charges. Unless an Order Form provides otherwise, each subscription plan includes a specified number of transcripts per month as set forth in the applicable Order or at the point of purchase. If Customer's usage exceeds the included monthly transcript allowance during any billing period, Customer will be charged for each additional transcript at the per-transcript overage rate specified in the applicable plan or Order. Overage charges accrue automatically and will be invoiced in arrears on Customer's next billing cycle or charged to Customer's payment method on file.

4.4 Cancellation. Customer may cancel automatic renewal at any time through its account settings or by contacting HillGenius at hello@hillgenius.com, with effect from the end of the then-current Subscription Term. Except as stated in this Agreement, Fees already paid are non-refundable.

4.5 Taxes. The Fees and other amounts payable by Customer to HillGenius do not include any taxes of any jurisdiction that may be assessed or imposed in connection with the Services, including sales, use, excise, value-added, personal property, export, import, or withholding taxes, excluding only taxes based upon HillGenius's net income. Customer shall directly pay, or promptly reimburse HillGenius for, any such taxes assessed against either party.

4.6 Late Payment. If any amount payable by Customer under this Agreement is overdue, interest shall accrue on that amount at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable Law, from the due date until full payment. HillGenius may recover its reasonable costs of collection from Customer. For the avoidance of doubt, overdue payments may also give rise to suspension of access under Section 10.1 and termination rights under Section 18.3.

4.7 Fee Changes. HillGenius reserves the right to adjust Fees effective from the commencement of any renewal Subscription Term upon written notice to Customer no later than thirty (30) days prior to the end of the then-current Subscription Term. Continued use of the Services after the adjusted Fees take effect constitutes Customer's acceptance of such adjusted Fees.

4.8 Invoice Disputes. If Customer disputes any charge reflected on an invoice, Customer must notify HillGenius in writing within thirty (30) days after the date of the applicable invoice, specifying the disputed amount and the basis for the dispute in reasonable detail. Undisputed amounts remain due and payable in accordance with Section 4.1. The parties will work in good faith to resolve disputed amounts promptly. Failure to dispute an invoice within such thirty (30)-day period shall constitute Customer's acceptance of all charges reflected on that invoice.

5. MONEY-BACK GUARANTEE.

5.1 Initial Guarantee. For Customer's first paid subscription, Customer may request a full refund of the initial subscription charge within sixty (60) days of that charge by contacting HillGenius at hello@hillgenius.com.

5.2 Scope and Limitations. The money-back guarantee applies to the initial subscription charge only, and not to any subsequent renewal periods or one-off purchases, unless otherwise stated at the point of sale. Upon issuance of a refund, this Agreement shall terminate, and Customer's access to the Services will immediately cease; provided that the sections identified in Section 18.6 shall survive such termination. HillGenius may limit the guarantee to one refund per Customer and may decline requests that HillGenius reasonably determines to be abusive or made in bad faith.

6. CUSTOMER DATA AND INTELLECTUAL PROPERTY.

6.1 HillGenius Intellectual Property. The Services, Platform, and underlying software, models developed by HillGenius, Documentation, and all content provided by HillGenius, including HillGenius Content (but excluding Customer Data and Output), together with all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of HillGenius and its licensors. For the avoidance of doubt, while underlying United States government works (such as the text of bills, statutes, and official congressional records) may be in the public domain, HillGenius's proprietary processing, indexing, formatting, synchronization, annotation, machine-generated transcription, and all artificial-intelligence-generated enhancements, analyses, and compilations derived therefrom constitute proprietary elements of the Services and are the exclusive property of HillGenius. All rights in and to the Services not expressly granted to Customer in this Agreement are reserved by HillGenius and its licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services or any part thereof.

6.2 Customer Data. As between the parties, Customer owns its Customer Data. Customer is solely responsible for any and all obligations with respect to the accuracy, quality, and legality of Customer Data. Customer represents and warrants that it has all rights, licenses, consents, and permissions necessary to submit Customer Data and to grant to HillGenius the license set out in Section 6.3.

6.3 License to HillGenius. Customer grants HillGenius a non-exclusive, worldwide, royalty-free, and fully paid license during the Subscription Term to use, host, store, process, transmit, and display Customer Data as necessary for purposes of providing the Services and as otherwise described in this Agreement, the Privacy Policy, and the Data Processing Addendum.

6.4 Output. As between the parties, and subject to payment of applicable Fees and to any third-party rights in underlying source material, Customer owns the Output it receives, and HillGenius hereby assigns to Customer whatever rights HillGenius may have in that Output. HillGenius does not retain any proprietary interest in Output following its delivery to Customer, and Output shall be deemed Customer's Confidential Information for purposes of Section 14. For the avoidance of doubt, HillGenius's provision of substantially similar or identical Output to other customers of the Services (as contemplated by Section 8.4) does not constitute a breach of confidentiality or of this Section 6.4. Customer is solely responsible for its use of Output, including any decision to rely on, publish, or file it, and Customer acknowledges that Output does not constitute legal advice, a legal opinion, or a work product of HillGenius.

6.5 Ghostwriter. Where Customer provides writing samples or other materials to Ghostwriter, those materials constitute Customer Data, and drafts generated for Customer constitute Output. HillGenius does not claim ownership of Customer's voice, style, or work product.

6.6 Aggregated Data. Notwithstanding anything to the contrary in this Agreement, HillGenius may monitor Customer's use of the Services and collect and compile Aggregated Data. As between HillGenius and Customer, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by HillGenius. HillGenius may use Aggregated Data to operate, secure, and improve the Services and its other products and services, provided that: (a) such Aggregated Data does not identify Customer, any Authorized User, or any client or matter of Customer; (b) HillGenius applies industry-standard de-identification techniques sufficient to prevent the re-identification of Customer or its clients from such data; and (c) HillGenius shall not attempt to, or knowingly permit any third party to, re-identify any Customer or Authorized User from Aggregated Data. The methodology for de-identification shall be determined by HillGenius in its sole discretion, provided it meets the foregoing standard. If Customer disables the shared recommendations setting under Section 6.8(b), HillGenius will not use Customer's activity to generate recommendations for other customers.

6.7 No Model Training. HillGenius does not use Customer Data or Output to train, fine-tune, or otherwise improve the foundation or large language models of HillGenius or of any third party, regardless of any account settings. HillGenius uses artificial-intelligence providers as service providers to process inputs and generate Output under contractual terms that prohibit those providers from using Customer Data or Output to train their models.

6.8 Usage Data and Organization Settings. HillGenius processes technical and usage data, which may be associated with account identifiers but does not include the content of Customer Data or Output, to operate, secure, and improve the Services. Customer's account administrator may enable or disable the following settings through the account settings, each of which is enabled by default (the "Organization Settings"): (a) memory, under which HillGenius retains information an Authorized User enters into the Services and uses it to personalize the Services for that Authorized User, without sharing it with other Authorized Users, and retains such information, independently of the content from which it was derived, until it is deleted by the Authorized User or Customer's account administrator or the Authorized User's or Customer's account is deleted; disabling this setting stops the further retention and use of such information but does not delete information already retained; (b) shared recommendations, under which HillGenius uses Authorized Users' activity with public records, in aggregated and de-identified form that does not identify Customer, any Authorized User, or any client or matter of Customer, to recommend public records to users of the Services, subject to the requirements of Section 6.6(b) through (c); and (c) review of a limited sample of interactions with the artificial-intelligence research and drafting features of the Services (such as Research Desk and Ghostwriter) by authorized HillGenius personnel bound by confidentiality obligations, solely to improve the quality, accuracy, and safety of the Services. No Organization Setting permits HillGenius to sell Customer Data or Output, use it for advertising, or make it available to other customers. HillGenius will use Customer Data or Output to improve the quality of the Services beyond the foregoing only with Customer's prior written consent.

6.9 Usage Metadata and Professional Confidentiality. HillGenius acknowledges that Customer may be a regulated professional services firm and that information regarding Customer's use of the Services, including which hearings Customer monitors, which legislative topics or keywords Customer tracks, which Members of Congress Customer follows, and the timing and frequency of Customer's queries (collectively, "Usage Metadata"), may reveal confidential client relationships, engagement matters, or advocacy strategies. Accordingly, HillGenius shall treat Usage Metadata as Customer's Confidential Information subject to Section 14, and shall not disclose Usage Metadata to any third party except: (a) to Sub-processors engaged in accordance with Section 9.2, solely to the extent necessary to provide the Services; (b) as required by applicable Law or legal process, subject to Section 14.4; (c) in Aggregated Data form that satisfies the de-identification requirements of Section 6.6; or (d) in the form of shared recommendations under Section 6.8(b), while that Organization Setting is enabled, which do not identify Customer or any client or matter of Customer. Nothing in this Section 6.9 limits HillGenius's right to use Aggregated Data in accordance with Section 6.6 or to process Usage Metadata internally for purposes of operating, securing, billing, and improving the Services.

6.10 Feedback. If Customer or any of its Authorized Users sends or transmits any communications or materials to HillGenius suggesting or recommending changes to the Services or HillGenius's intellectual property, including new features or functionality or any other comments, questions, or suggestions ("Feedback"), HillGenius is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. For the avoidance of doubt, Feedback does not include Customer Data or other Confidential Information of Customer, which remain subject to the applicable protections under this Agreement. Customer hereby assigns to HillGenius, on Customer's behalf and on behalf of its Authorized Users, all right, title, and interest in and to any Feedback, and HillGenius is free to use Feedback without any attribution or compensation to Customer or any other party, although HillGenius is not required to use any Feedback. The foregoing also applies to corrections or edits to HillGenius Content that Customer or its Authorized Users submit through the Services, which form part of HillGenius Content, are not Customer Data or Confidential Information, and survive termination of this Agreement, and HillGenius will not identify Customer or any Authorized User as their source to other users of the Services.

6.11 HillGenius Content. Subject to Customer's compliance with this Agreement, HillGenius grants Customer a non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access, use, reproduce, and share HillGenius Content made available to Customer through the Services, including with Customer's clients and in Customer's work product. Customer may continue to use HillGenius Content incorporated into its work product before the end of the Subscription Term as part of that work product. Customer shall not sell, resell, license, or otherwise commercially distribute HillGenius Content, whether on a standalone basis or as part of a database or service, and shall not use HillGenius Content in breach of Section 7.1.

7. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES.

7.1 Restrictions. Except as may be expressly permitted by applicable Laws, Customer agrees that it will not, and will not permit any Authorized User or other party to: (a) permit any party to access the Services, other than Authorized Users authorized under this Agreement; (b) sublicense, lease, rent, loan, distribute, resell, or otherwise transfer the Services or Documentation to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive or determine the source code, underlying ideas, algorithms, structure, or organization of the Platform; (d) circumvent, remove, alter, deactivate, or otherwise thwart any technological measure or content protection of the Services; (e) use or copy the Services or Documentation except as expressly allowed under this Agreement; (f) use the Services in violation of any Law or any third-party right; (g) represent Output or HillGenius Content as an official government transcript or record; (h) use the Services to develop a competing product or Services, to train a competing model, or to build a competing database of transcripts from Output or HillGenius Content; (i) upload malicious code or otherwise attempt to gain unauthorized access to the Services or its systems; (j) publish or disclose any benchmark or performance results relating to the Services without the prior written consent of HillGenius; (k) exceed rate limits, use automated means to access the Services other than through features or interfaces expressly provided for that purpose, or systematically scrape, harvest, extract, or download content from the Services in bulk for any purpose not expressly authorized under this Agreement or an applicable Order; or (l) submit, upload, or otherwise provide to HillGenius any protected health information as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") or any other sensitive health data, without first executing a Business Associate Agreement with HillGenius.

7.2 Customer Warranties. Customer represents and warrants to HillGenius that: (a) Customer Data does not and will not infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right; (b) Customer Data does not contain any viruses, worms, or other malicious code; (c) Customer will use the Services in compliance with the Documentation, any instructions provided by HillGenius, and all applicable Laws; and (d) Customer has provided all notices and obtained all consents necessary to submit Customer Data for use by HillGenius and the Services as contemplated herein.

7.3 Compliance with Law. Customer shall comply with all applicable Laws in connection with its access to and use of the Services, including any rules applicable to its use of congressional or other government material accessed through the Services. HillGenius may monitor Customer's use of the Services and may suspend or terminate access if HillGenius reasonably believes Customer is in violation of this Agreement or applicable Laws.

7.4 Acceptable Use Policy. In addition to the restrictions set forth in Section 7.1, Customer shall not, and shall ensure that its Authorized Users do not, use the Services to: (a) generate content that is designed to mislead policymakers, government officials, or the public regarding the substance or status of pending or enacted legislation; (b) systematically generate mass-produced form correspondence to Members of Congress or government agencies in a manner that obscures the automated nature of such correspondence; (c) generate content that violates any Upstream AI Terms or that would cause HillGenius to be in breach of its agreements with upstream artificial-intelligence providers; (d) generate, store, or transmit content that is unlawful, defamatory, obscene, or that infringes or misappropriates any third-party right; or (e) use Output in any manner that attributes AI-generated analysis or summaries to a human author without disclosure, where such attribution without disclosure would violate applicable Law or applicable professional rules of conduct. For the avoidance of doubt, Customer's use of AI-assisted drafting tools (such as Ghostwriter) to prepare work product issued under Customer's own name does not, by itself, constitute a violation of clause (e). HillGenius shall have the right, in its sole and reasonable discretion, to determine whether Customer's use of the Services violates this Section 7.4 and may suspend or terminate Customer's access in accordance with Section 10 upon any such determination. HillGenius's determination of a violation shall be presumptively reasonable absent clear error.

8. AI FEATURES, OUTPUT ACCURACY, AND NO PROFESSIONAL ADVICE.

8.1 Nature of AI Output. The Services use automated and artificial-intelligence systems that may produce errors, omissions, and inaccurate or incomplete results. HillGenius does not warrant that Output or HillGenius Content will be accurate, complete, or fit for any particular purpose or use case. Customer should independently verify all factual assertions contained in Output against primary sources and evaluate the fitness of any Output for Customer's specific use case before reliance or use.

8.2 Not an Official Record. HillGenius transcripts are HillGenius Content and are not official transcripts of Congress or any government body. The underlying source video or audio recording remains the authoritative record of any proceeding, and Customer shall not represent HillGenius Content as official records of any governmental proceeding.

8.3 No Professional Advice. The Services and their Output do not constitute legal, lobbying, or other professional advice, and no attorney-client or other professional relationship is created by Customer's use of the Services. Customer remains solely responsible for its professional judgment and for its compliance with all rules and obligations applicable to its profession.

8.4 Non-Uniqueness of Output. Due to the nature of automated speech recognition and artificial-intelligence systems, Output generated for Customer may not be unique and may be similar to, or the same as, Output provided to other users of the Services. Customer acknowledges this characteristic of AI-generated content and agrees that the similarity of Output to content generated for other users does not, by itself, give rise to any claim against HillGenius.

9. THIRD-PARTY SERVICES AND SUB-PROCESSORS.

9.1 Third-Party Providers. The Services rely on third-party providers, including hosting and infrastructure, payment processing, and artificial-intelligence providers (including those identified in the Sub-processor List maintained under the DPA), together with additional providers that HillGenius may engage from time to time (collectively, "Sub-processors"). HILLGENIUS DOES NOT ENDORSE ANY THIRD-PARTY SERVICES AND MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WITH RESPECT TO THIRD-PARTY SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, OR NON-INFRINGEMENT, AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.

9.2 Sub-processor Engagement. The engagement of Sub-processors for the processing of Personal Data, including HillGenius's obligations regarding prior notification of new Sub-processors, Customer's right to object to the appointment of a new Sub-processor, the contractual requirements imposed on Sub-processors, and HillGenius's liability for the acts and omissions of its Sub-processors, shall be governed by the Data Processing Addendum. In the event of a conflict between this Section 9 and the DPA with respect to the processing of Personal Data by Sub-processors, the DPA shall prevail.

9.3 Third-Party Terms. Use of a third-party service integrated with or linked to the Services may be subject to that provider's own terms and conditions. Customer acknowledges that HillGenius has no control over, or ability or obligation with respect to, the maintenance, status, accuracy, or support of any third-party services, and HillGenius will have no liability with respect to any acts, omissions, delays, errors, or other liabilities arising from or related to any downtime, unavailability, inaccuracies, or failures of any third-party services.

9.4 Upstream AI Provider Terms. Customer acknowledges that the artificial-intelligence models and services integrated into the Services are subject to acceptable use policies and terms of service imposed by their respective providers (collectively, "Upstream AI Terms"). Customer shall not, and shall ensure that its Authorized Users do not, use the Services in any manner that would cause HillGenius to violate any Upstream AI Terms. HillGenius may suspend or restrict Customer's access to affected features if HillGenius reasonably determines that Customer's use violates or is likely to violate any Upstream AI Terms. HillGenius shall have no liability to Customer for any suspension, restriction, or modification of the Services resulting from changes to Upstream AI Terms or from Customer's violation thereof.

10. SUSPENSION.

10.1 Grounds. HillGenius may suspend Customer's access to the Services, in whole or in part, without further notice to Customer if: (a) Customer's account is more than thirty (30) days overdue on any payment; (b) HillGenius reasonably believes that Customer's use poses a security, legal, or operational risk; or (c) Customer is in material breach of this Agreement.

10.2 Process. Where practicable and consistent with applicable Law, HillGenius will give reasonable prior written notice before suspending access. HillGenius will restore Customer's access promptly once the cause of the suspension has been resolved to HillGenius's reasonable satisfaction.

11. WARRANTIES AND DISCLAIMERS.

11.1 Mutual Warranties. Each party represents and warrants to the other that: (a) this Agreement has been duly authorized, executed, and delivered and constitutes a valid, binding, and enforceable agreement against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by such party; and (c) the execution, delivery, and performance of this Agreement do not violate any Law or the terms or conditions of any other agreement to which such party is a party or by which it is otherwise bound.

11.2 Disclaimers. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 11.1, HILLGENIUS MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PLATFORM, DOCUMENTATION, AGGREGATED DATA, CUSTOMER DATA, OUTPUT, HILLGENIUS CONTENT, OR SERVICES, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, AND TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE PRACTICE. THE PLATFORM, DOCUMENTATION, AND SERVICES ARE PROVIDED "AS IS." HILLGENIUS DOES NOT WARRANT THAT THE SERVICES WILL SATISFY CUSTOMER'S REQUIREMENTS, WILL BE WITHOUT DEFECT OR ERROR, OR WILL OPERATE WITHOUT INTERRUPTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES; THIS SECTION WILL APPLY SOLELY TO THE EXTENT PERMITTED BY APPLICABLE LAWS.

11.3 Output and HillGenius Content Disclaimer. HILLGENIUS MAKES NO WARRANTY OR GUARANTEE THAT OUTPUT OR HILLGENIUS CONTENT WILL PROVIDE ACCURATE, TAILORED, OR INFORMATIVE RESULTS OR BE FIT FOR ANY PARTICULAR PURPOSE OR USE CASE. HILLGENIUS DOES NOT REPRESENT OR WARRANT THAT OUTPUT OR HILLGENIUS CONTENT IS ACCURATE, COMPLETE, OR FREE FROM ERROR, OR THAT ANY HILLGENIUS CONTENT MATCHES THE OFFICIAL RECORD OF ANY PROCEEDING. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR CUSTOMER'S USE OF THE SERVICES AND ANY OUTPUT OR HILLGENIUS CONTENT RESULTING THEREFROM. CUSTOMER SHOULD EVALUATE THE FITNESS OF ANY OUTPUT OR HILLGENIUS CONTENT AS APPROPRIATE FOR CUSTOMER'S SPECIFIC USE CASE.

12. LIMITATION OF LIABILITY.

12.1 Exclusion of Indirect Damages. EXCEPT WITH RESPECT TO EXCLUDED LIABILITY (AS DEFINED IN SECTION 12.3), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING DAMAGES OR COSTS DUE TO LOSS OF PROFITS, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF GOODWILL, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS SECTION WILL APPLY SOLELY TO THE EXTENT PERMITTED BY APPLICABLE LAWS.

12.2 Aggregate Cap. EXCEPT WITH RESPECT TO EXCLUDED LIABILITY, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO HILLGENIUS DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

12.3 Excluded Liability. "Excluded Liability" means: (a) Customer's payment obligations under this Agreement; (b) Customer's breach of Section 7.1; (c) each party's indemnification obligations under Section 13; and (d) each party's liability arising from its gross negligence or willful misconduct, or from a material breach of its confidentiality obligations under Section 14 (other than with respect to Customer Data or Usage Metadata).

12.4 Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 12 SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE FEES HAVE BEEN SET AND THIS AGREEMENT HAS BEEN ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY, AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

12.5 Limitation of Actions. Except for (a) claims for non-payment, (b) indemnification obligations under Section 13, and (c) claims relating to infringement or misappropriation of a party's Intellectual Property Rights, to the maximum extent permitted by applicable Law, neither party may bring any action or claim arising out of or relating to this Agreement more than twelve (12) months after the cause of action accrued.

13. INDEMNIFICATION.

13.1 By HillGenius. HillGenius will defend Customer and its Affiliates, and their respective officers, directors, and employees (each, a "Customer Indemnitee"), against any third-party claim, proceeding, or suit (each, a "Claim") alleging that the Platform, when used by Customer as authorized under this Agreement, infringes or misappropriates a third party's patents, copyrights, or trade secret rights under applicable United States Law, and will pay all liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees and expert witness costs) finally awarded against a Customer Indemnitee or agreed in settlement. If any portion of the Platform becomes, or in HillGenius's reasonable opinion is likely to become, the subject of an infringement Claim, HillGenius may, at its option: (a) procure for Customer the right to continue using the Platform; (b) replace or modify the Platform so that it becomes non-infringing without materially impairing functionality; or (c) terminate this Agreement and refund any unused prepaid Fees for the remainder of the then-current Subscription Term. HillGenius will have no obligation under this Section 13.1 with respect to any Claim based upon: (i) use of the Platform not in accordance with this Agreement or the Documentation; (ii) use of the Platform in combination with any product, equipment, software, or data not supplied or approved by HillGenius; or (iii) any modification of the Platform by any person other than HillGenius or its authorized representatives. This Section 13.1 states the sole and exclusive remedy of Customer, and the entire liability of HillGenius, with respect to any infringement Claims.

13.2 By Customer. Customer will defend HillGenius and its Affiliates, and their respective officers, directors, and employees, against any Claim arising out of or relating to: (a) Customer's breach or alleged breach of Sections 7.1 or 7.2; (b) Customer's use of Output; or (c) Customer's violation of any applicable Law, and will pay all liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees and expert witness costs) finally awarded or agreed in settlement.

13.3 Procedure. The indemnifying party's obligations under this Section 13 are conditioned upon: (a) the indemnified party promptly notifying the indemnifying party in writing of any threatened or actual Claim; (b) the indemnifying party having sole control of the defense and settlement of the Claim, provided that no settlement imposing any non-indemnified obligation or liability on the indemnified party may be agreed without the indemnified party's prior written consent; and (c) the indemnified party providing reasonable cooperation to the indemnifying party to facilitate the settlement or defense of the Claim. The indemnified party may participate in the defense of a Claim at its own expense and with counsel of its own choosing, but the indemnifying party will have sole control over the defense.

14. CONFIDENTIALITY.

14.1 Confidential Information. During the term of this Agreement, each party (the "Disclosing Party") may provide the other party (the "Receiving Party") with certain information regarding the Disclosing Party's business, technology, products, services, or other confidential or proprietary information (collectively, "Confidential Information"). Regardless of whether so marked or identified, the Platform, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of HillGenius, and Customer Data will be considered Confidential Information of Customer.

14.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to Confidential Information to those of its employees, contractors, and advisors who have a need to know, who are bound by confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party's written request or upon termination of this Agreement, the Receiving Party will promptly return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement.

14.3 Exceptions and Survival. The confidentiality obligations set forth in this Section 14 will not apply to any information that: (a) becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duty or obligation; (c) was already known to the Receiving Party at the time of disclosure without restriction; or (d) the Receiving Party can demonstrate by clear and convincing evidence was independently developed by its employees or contractors who had no access to the Confidential Information. Notwithstanding Section 18.6, the obligations of the Receiving Party under this Section 14 shall survive the expiration or termination of this Agreement for a period of two (2) years following the effective date of such expiration or termination; provided that with respect to any Confidential Information that constitutes a trade secret under applicable Law, the obligations of the Receiving Party shall continue for so long as such information remains a trade secret.

14.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable Law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party: (a) gives the Disclosing Party prompt prior written notice of such required disclosure, to the extent practicable and permitted by Law; and (b) cooperates with the Disclosing Party if the Disclosing Party seeks a protective order or other appropriate remedy.

14.5 Remedies. The parties agree that a breach of this Section 14 may cause immediate and irreparable harm for which monetary damages would be an inadequate remedy, and that each party shall be entitled to seek equitable relief, including injunctive relief, without the requirement of posting a bond or other security, in addition to all other available remedies.

15. PRIVACY AND DATA PROTECTION.

15.1 Privacy Policy. The collection and processing of personal information in connection with the Services is described in the HillGenius Privacy Policy, which is incorporated herein by reference.

15.2 Data Processing. Before providing to HillGenius or enabling HillGenius to process any Personal Data within Customer Data, Customer will enter into a Data Processing Addendum with HillGenius. In the processing of Personal Data under any DPA, Customer acts as the controller or business, and HillGenius acts as the processor or service provider, and HillGenius shall not sell Customer Data or Personal Data or use it for cross-context behavioral advertising.

15.3 Security. HillGenius maintains administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction, as further described in the DPA or applicable security schedule.

16. EXPORT CONTROL AND SANCTIONS.

16.1 Customer shall comply with all applicable export-control and sanctions Laws and represents and warrants that it is not located in, or ordinarily resident in, an embargoed jurisdiction and is not identified on any restricted-party list maintained by the United States government.

17. PUBLICITY.

17.1 HillGenius may publicly identify Customer as a customer of HillGenius and, subject to Customer's brand guidelines, use Customer's trademark, trade name, and logo solely for marketing or promotional purposes, and only with Customer's prior written consent. Customer may withdraw such consent at any time by written notice to HillGenius, and HillGenius shall cease any further use of Customer's name or marks within a reasonable time after receipt of such notice.

18. TERM AND TERMINATION.

18.1 Term. This Agreement will commence on the date Customer first accepts it and will continue in full force and effect until all active Subscription Terms have expired or been terminated in accordance with this Agreement.

18.2 Termination by Customer. Customer may cancel its subscription and close its account at any time in accordance with Section 4.4, with effect from the end of the then-current Subscription Term.

18.3 Termination for Cause. Either party may terminate this Agreement or any Order upon written notice to the other party if: (a) the other party materially breaches this Agreement and such breach remains uncured more than thirty (30) days after receipt of written notice specifying the breach in reasonable detail, provided that HillGenius may terminate immediately, without opportunity to cure, where the breach creates an imminent legal or security risk or is incapable of cure; or (b) the other party becomes insolvent, is adjudicated bankrupt, makes a general assignment for the benefit of creditors, has a receiver or administrator appointed over all or substantially all of its assets, or becomes subject to any voluntary or involuntary proceeding under any bankruptcy, insolvency, reorganization, or debtor-relief law that, if involuntary, is not dismissed within sixty (60) days of filing.

18.4 Effect of Termination. Upon the expiration or termination of this Agreement or any Order, all rights and licenses granted to Customer will terminate and Customer shall promptly cease all use of the Services. Either party's termination of this Agreement is without prejudice to any other remedies it may have at law or in equity and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating this Agreement in accordance with its terms.

18.5 Post-Termination Obligations. Unless Customer terminates this Agreement for HillGenius's material breach, Fees paid in advance of termination are non-refundable; if Customer so terminates, HillGenius shall provide a pro-rata refund of any prepaid Fees for the unused remainder of the then-current Subscription Term following the effective date of termination. Customer shall pay all Fees accrued as of the termination date. Customer should export any Output or Customer Data it wishes to retain prior to the effective date of termination. Following termination or expiration, HillGenius will make Customer Data available for export through the Services' standard export functionality for a period of thirty (30) days, during which Customer may elect return or deletion in accordance with Section 10.1 of the DPA. HillGenius will complete such return or deletion in accordance with the timelines set out in Section 10 of the DPA, which apply to all Customer Data. HillGenius does not warrant that export formats will be compatible with any particular third-party system and shall have no obligation to maintain or provide Customer Data after the expiration of such thirty (30)-day period.

18.6 Survival. Sections 1, 6, 7, 8, 11, 12, 13, 14, 15, 18.5, 18.6, and 19, together with any accrued payment obligations, will survive the expiration or termination of this Agreement for any reason.

19. MISCELLANEOUS.

19.1 Governing Law and Venue. This Agreement and any action related thereto will be governed by and interpreted under the laws of the Commonwealth of Virginia and applicable United States federal law, without giving effect to any conflicts-of-laws principles that require the application of the law of a different jurisdiction. Subject to Section 19.2, each party irrevocably submits to the exclusive jurisdiction of the Circuit Court of Fairfax County, Virginia and, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Eastern District of Virginia, Alexandria Division, and each party waives any objection to the laying of venue of any such action or proceeding in those courts. The Uniform Computer Information Transactions Act, as enacted in any jurisdiction, will not apply to this Agreement.

19.2 Dispute Resolution. For any dispute between Customer and HillGenius, Customer agrees to first contact HillGenius at legal@hillgenius.com and to attempt to resolve the dispute informally. In the event that the parties have not been able to resolve such dispute within thirty (30) days after receipt of written notice from the initiating party, the parties each agree to resolve such dispute exclusively through binding arbitration administered by the American Arbitration Association ("AAA") before a single arbitrator under the AAA Commercial Arbitration Rules then in effect, except as otherwise provided herein. The arbitration will be conducted in Fairfax County, Virginia, unless the parties agree otherwise in writing. Each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with the applicable AAA rules, and any award rendered by the arbitrator may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Section 19.2.

19.3 Class-Action Waiver. Any dispute between the parties must be resolved only on an individual basis, and not as a class, collective, or representative action. The parties expressly waive any right to bring or participate in any class, collective, consolidated, or representative proceeding.

19.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

19.5 Equitable Relief. Notwithstanding anything to the contrary in Section 19.2, nothing in this Agreement will prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction as necessary to prevent the actual or threatened infringement, misappropriation, or violation of a party's data security, Intellectual Property Rights, confidential information, or other proprietary rights, without the requirement of posting a bond or other security.

19.6 Severability. If any provision of this Agreement or a portion of a provision is held to be invalid, illegal, or unenforceable, the remainder of this Agreement will continue in full force and effect, and such provision will be modified to the minimum extent necessary to make it enforceable.

19.7 Waiver and Remedies. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Except as otherwise provided in this Agreement, the parties' rights and remedies under this Agreement are cumulative.

19.8 Assignment. Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement or its rights and obligations hereunder without obtaining the prior written consent of the other party; provided, however, that either party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without the prior consent of the other party. Any attempted assignment in violation of this Section 19.8 will be null and void. This Agreement shall inure to the benefit of each party's permitted successors and assigns.

19.9 Force Majeure. Any delay or failure in the performance of a party's duties or obligations under this Agreement (except for Customer's obligation to pay money owed) will not be considered a breach of this Agreement if such delay or failure is caused by an event beyond the reasonable control of such party, including labor disputes, shortage of materials, fire, natural disaster, pandemic, epidemic, quarantine, acts of government, cyberattack, failure or degradation of third-party artificial-intelligence providers or cloud-infrastructure services, internet service disruptions, or any other such event (each, a "Force Majeure" event), provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. If a Force Majeure event prevents a party from performing its material obligations under this Agreement for more than sixty (60) consecutive days, the other party may terminate the affected portion of the Services upon written notice. If HillGenius is the non-performing party and Customer exercises this termination right, HillGenius will provide Customer with a pro-rata refund of any prepaid Fees covering the period during which the relevant Services were unavailable.

19.10 Relationship of the Parties. Customer's relationship to HillGenius is that of an independent contractor. Neither party is an agent, partner, or joint venturer of the other. Customer will not have and will not represent to any third party that it has, any authority to act on behalf of HillGenius.

19.11 Notices. All notices required or permitted under this Agreement must be delivered in writing. Notices to HillGenius must be sent by email to legal@hillgenius.com, and with respect to notices relating to material breach or termination, a copy must also be sent by certified or registered mail (postage prepaid and return receipt requested) or by a nationally recognized overnight courier to 1100 15th St NW, 4th Floor, Washington, DC 20005. Notices to Customer will be sent to the email address associated with Customer's account. Each party may update its notice address by written notice to the other party.

19.12 Order of Precedence. In the event of a conflict between the terms of the documents comprising this Agreement, the following order of precedence shall apply (from highest to lowest priority): (a) the Data Processing Addendum; (b) this Agreement (excluding the DPA, Order, and policies); (c) any Order; (d) the Privacy Policy. To the extent a conflict arises between the terms of an Order and the terms of this Agreement, the terms of this Agreement will govern, unless the Order expressly states that it supersedes a specific provision of this Agreement.

19.13 Electronic Acceptance. Customer agrees that its electronic acceptance of this Agreement, whether by clicking to accept or by otherwise accessing or using the Services, constitutes a valid and binding agreement with the same legal effect as a manually signed document.

19.14 Entire Agreement. This Agreement, including the Privacy Policy, the DPA, and any Order, is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof, and supersedes and merges all prior discussions, agreements, and understandings between the parties with respect to such subject matter. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. No modification of or amendment to this Agreement will be effective unless made in accordance with Section 19.17.

19.15 No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights.

19.16 Headings. Section headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

19.17 Changes to This Agreement. HillGenius may update this Agreement from time to time. For a material change, HillGenius will provide reasonable advance written notice to Customer, for example by email or through the Services, and the updated Agreement will take effect on the date stated in such notice. Continued use of the Services after that date constitutes Customer's acceptance of the updated Agreement. If Customer does not agree to the updated Agreement, Customer shall cease using the Services prior to the effective date of the change.

19.18 Anti-Corruption. Each party represents and warrants that it has not received or accepted, and will not offer or pay, any improper kickback, payment, gift, or thing of value from or to any employee, contractor, or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this Section 19.18. Each party will promptly notify the other in writing upon becoming aware of any actual or suspected violation of this provision.