Terms and Conditions for Intraverbal AI

Last Updated: 11/29/2023

Intraverbal AI, Inc., a Florida corporation doing business as Intraverbal AI (“Intraverbal AI”), and you, the undersigned (referred to as “Client” or “You” or “Your”) enter into this agreement (this “Agreement” or “Terms and Conditions”) that governs Your use of Intraverbal AI’s products and services through a license purchased online (collectively “Products”), including without limitation the applications associated with the .NET application, i-pad application, i-phone application and android application and any online streaming services available at the Intraverbal AI websites. The terms and conditions set forth in this Agreement are incorporated into and made a part of any Service Agreement between You and Intraverbal AI (“Service Agreement”). The terms “Products” and “Intraverbal AI Products” used herein include all modifications or changes to software or other products provided by Intraverbal AI as part of any Service Agreement or arrangement between you and Intraverbal AI and includes all creative works and intellectual property of Intraverbal AI’s Affiliates (defined in Section 23) for purposes of this Agreement.

Please note that You must read and agree to the terms and conditions of this Agreement before You use the Intraverbal AI software application or the Intraverbal AI Products. Consent to these terms will be made by checking an “accept” box when making Your purchase or starting a trial or by continued use of the Products. If You do not agree to the terms and conditions of this Agreement, You may NOT use any of the Intraverbal AI Products or access any Product material on the Intraverbal AI website. If the signatory of this Agreement is part of a larger organization using Intraverbal AI products or services, this Agreement applies organization-wide so that “You” encompasses not only the purchaser/signer-of-documents, but also any other individual, person, employee, contractor, group agency or entity that is given authorization/access to the Products.

NOW, THEREFORE, for good and adequate consideration, receipt of which is hereby acknowledged by the parties, Intraverbal AI and You agree as follows:

The recitals set forth above are true and correct, are an integral part of this Agreement, and are hereby incorporated into and made a part of this Agreement by reference.

Registration

You must provide accurate and complete information to register for an account to use our Services. You may not share your account credentials or make your account available to anyone else and are responsible for all activities that occur under your account. If you create an account or use the Services on behalf of another person or entity, you must have the authority to accept these Terms on their behalf.

Grant of Access

In exchange for payment of the listed fees for the Products on the Intraverbal AI website, Intraverbal AI grants You a limited, non-exclusive, non-transferable, revocable license to make use of (1) the Intraverbal AI Products You are purchasing or otherwise downloading or (2) the Intraverbal AI Products received by stream made available through the Intraverbal AI website only for the intended purpose of the Intraverbal AI Products as set forth on the Intraverbal AI website. You do not have a right to transfer or sublicense Your rights under this Agreement. You may only install and use the Products on a single standalone device, or a single client device in a client-server configuration, at any one time.

References in this Agreement to the purchase of Intraverbal AI Products shall mean only the purchase of the license to use the Products as set forth herein.

Automatic Subscription Renewal

Unless the Service Agreement provides otherwise, Your purchase of the license and right to use the Intraverbal AI Products will automatically renew at the end of each monthly subscription term unless You terminate Your subscription prior to the end of such subscription term in accordance with this Agreement or is terminated by Intraverbal AI.

Where the Product is purchased with a purchase order, services will automatically continue into a renewed term. However, delinquent payments may result in suspension or termination of service by Intraverbal AI.

Intraverbal AI may change the price of any Intraverbal AI Products from time to time. Such changed price will take effect after the expiration of the then current paid for period (i.e., the term that You have already paid for). Any price change will be communicated to You. If You do not wish to be bound by such changed price relating to Your Intraverbal AI Product, You may terminate Your subscription in accordance with this agreement unless the Service Agreement provides otherwise. Continued use of the Intraverbal AI Product after the communication of such price change to You constitutes an acceptance of such new price.

If You agree to pay the fee for access to the applicable Intraverbal AI Product, such fee will be charged by Intraverbal AI in accordance with the payment method You have chosen for Your purchase. If you are paying by credit or debit card, by designating a card to be billed, You confirm that You are authorized to make such purchase and that You are the holder of such card (i.e. that the card is issued in Your name). All prices stated on any Intraverbal AI websites are inclusive of any applicable sales taxes and fees. Except for applicable sales taxes and fees included in the price of a Intraverbal AI Product, You shall be responsible for all taxes and government fees in all jurisdictions and countries. Intraverbal AI may accept a variety of different payment methods, so please check the Intraverbal AI websites for the best way for You to pay.

Restrictions of Use

You agree that You shall not (without limitation):

Copy, reproduce, display to others, retransmit, make available to the public or otherwise use or disseminate any part of any Intraverbal AI software applications, Products, any part of the Intraverbal AI video practice management software service or its content (including but not limited to images and text) or any other creative work, copyrights, or other intellectual property of Intraverbal AI or its Affiliates (collectively “Property”) in a manner not expressly permitted under this Agreement;

Sell, re-sell, rent, lease, distribute, sublicense, or attempt to sell, re-sell, rent, lease, distribute or sublicense any access to any Property, including without limitation any Intraverbal AI Product, or sell, re-sell, rent, lease, distribute, sublicense or commercialize in any manner any Products or method used to access any Intraverbal AI Product;

Provide Your password to any other person or use any other person’s username or password;

Reverse-engineer, decompile, disassemble, modify or create derivative works of, or attempt to reverse-engineer, decompile, disassemble, modify or create derivative works of, any Intraverbal AI Property, including without limitation any software application or the Intraverbal AI Products or any part thereof;

Circumvent or attempt to circumvent any technology used by Intraverbal AI, its licensors, or any third party to protect content accessible through any Intraverbal AI software application and/or Intraverbal AI Product;

Use any Property, including without limitation, Intraverbal AI software application or Intraverbal AI Product in a way that violates the terms of this Agreement;

Circumvent any territorial restrictions applied by Intraverbal AI;

Artificially manipulate any Intraverbal AI software application or Intraverbal AI Products in any manner;

Import any materials, including, without limitation, files, images, documents, software, or information which You have not legally acquired, or which You do not have the right to distribute, into any Intraverbal AI software application or Product. If You import any materials into any Intraverbal AI application or service or Product, You represent and warrant that You have the right to import such materials, and You agree to defend, indemnify and hold harmless Intraverbal AI in the event of an alleged breach of this representation and warranty.

Software

Our Services may allow you to download software, such as mobile applications, which may update automatically to ensure you’re using the latest version. Our software may include open-source software that is governed by its own licenses.

Obligation to Prevent Unauthorized Use; Reclamation of Username.

You agree to take all reasonable care to prevent unauthorized use of any Intraverbal AI software application and Intraverbal AI Product and its content, and to notify Intraverbal AI promptly of any such unauthorized use. You also acknowledge and agree that Intraverbal AI may remove or reclaim Your username at any time in the sole and absolute discretion of Intraverbal AI.

Permitted and Impermissible Use

1. What You Can Do:
   1. Subject to your compliance with these Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws as well as our Sharing & Publication Policy, Usage Policies, and any other documentation, guidelines, or policies we make available to you.
2. What You Cannot Do:

You may not use our Services for any illegal, harmful, or abusive activity. This includes, but is not limited to:

1. Using our Services in a way that infringes, misappropriates, or violates anyone’s rights.
2. Modifying, copying, leasing, selling, or distributing any of our Services.
3. Attempting to or assisting anyone to reverse engineer, decompile or discover the source code or underlying components of our Services.
4. Automatically or programmatically extracting data or Output.
5. Representing that Output was human-generated when it was not.
6. Interfering with or disrupting our Services, including circumventing any rate limits or restrictions or bypassing any protective measures or safety mitigations we put on our Services.
7. Using Output to develop models that compete with Intraverbal AI.
8. You may not allow any third party to use any of the Products, and You may not modify, alter, reverse engineer, or copy any of the Products.

Term and Termination

This Agreement will become effective in relation to when You create a Intraverbal AI account or when You start using the Intraverbal AI software application or the Intraverbal AI Products and will remain effective for the monthly subscription term until terminated by You or Intraverbal AI.

You may cancel Your subscription of any Intraverbal AI Product at any time, by emailing us a cancelation request at info@Intraverbal.ai or simply cancel your account within our software, which termination shall have effect at the expiration of the then current subscription period that You have already paid for; provided, however, that You may not cancel Your subscription if You have a Service Agreement with Intraverbal AI, in which case Your cancellation rights, if any, under the Service Agreement (without limiting the provisions of Section 23 hereof) shall control over any other right to cancel set forth in this paragraph and You must follow the terms agreed upon in the Service Agreement. Intraverbal AI will not refund any remaining portion of subscription fees You have already paid for.

Intraverbal AI may terminate this Agreement or suspend Your Intraverbal AI account at any time and immediately in the case of (1) nonpayment, (2) the wrongful or unauthorized, or suspected wrongful or unauthorized, use of the Intraverbal AI software application or the Intraverbal AI Products whether in contravention of this Agreement or otherwise, (3) breach of this Agreement, or (4) any noncompliance or violation of law and/or the rights of others by you. Notwithstanding anything to the contrary, and without limiting the foregoing sentence, Intraverbal AI may terminate this Agreement for any reason with fifteen (15) days prior notice to you. Notice shall be provided by in person delivery with confirmation of receipt, overnight mail, or electronic notification (i.e., email).

If Intraverbal AI terminates this Agreement or suspends Your Intraverbal AI account for any of the reasons set forth in this Section 6 or You terminate this Agreement, Intraverbal AI shall have no liability or responsibility to You and You will not be entitled to any refund of any amount that You have previously paid in advance or in arrears.

Upon termination or expiration of the Agreement, You will no longer have the license set forth herein or the right to use any Products or components thereof.

If You make the decision to terminate Your subscription for a Intraverbal AI Product of a higher price in order to subscribe to a Intraverbal AI Product of a lower price, You may lose data entered by You into the Intraverbal AI Product of a higher price which Your subscription to the lower price Intraverbal AI Product does not support. Intraverbal AI shall have no liability to You of any kind, including, without limitation, direct, indirect, consequential, incidental, punitive, special, or statutory damages arising out of or in connection with any loss of such data.

Appeals:

If you believe we have suspended or terminated your account in error, you can file an appeal with us by contacting our Support team.

NO WARRANTY

THE USE OF THE Intraverbal AI SOFTWARE APPLICATION AND THE Intraverbal AI PRODUCTS (INCLUDING BUT NOT LIMITED TO ITS CONTENT) IS AT YOUR OWN RISK. THE Intraverbal AI SOFTWARE APPLICATION AND THE Intraverbal AI PRODUCTS ARE PROVIDED AND LICENSED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, Intraverbal AI DISCLAIMS AND GIVES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE OR NON-INFRINGEMENT OR WARRANTY AS TO THE QUALITY, CONTENT AND AVAILABILITY OR FITNESS FOR A SPECIFIC PURPOSE OF THE Intraverbal AI SOFTWARE APPLICATION OR THE Intraverbal AI PRODUCTS. Intraverbal AI MAKES NO REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE Intraverbal AI SOFTWARE OR PRODUCT OR ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER CONCERNING THE Intraverbal AI SOFTWARE OR PRODUCT. Furthermore, Intraverbal AI, does not provide any warranties or guarantees of any kind in connection with any third-party hardware or devices used in connection with the Products subject to the Agreement. Any loss of use or loss of data resulting from malfunction of such third-party devices or for any other reason is explicitly NOT the responsibility of Intraverbal AI.

In addition, Intraverbal AI Does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third-party on or through the Intraverbal AI website, or featured in any banner or other advertising. Consequently, Intraverbal AI will in no way be responsible for any transaction between You and third-party providers of products or services advertised on or through the Intraverbal AI website. As with any purchase of a product or service through any medium or in any environment, You should use Your best judgment and exercise caution where appropriate. No advice or information whether oral or in writing obtained by You from Intraverbal AI shall create any warranty on behalf of Intraverbal AI in this regard.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Intraverbal AI, ITS AFFILIATES, OFFICERS, DIRECTORS, OWNERS, EMPLOYEES OR LICENSORS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF FILES, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE Intraverbal AI SOFTWARE APPLICATION OR THE Intraverbal AI PRODUCT (INCLUDING BUT NOT LIMITED TO ITS CONTENT), EVEN IF YOU HAVE ADVISED Intraverbal AI ABOUT THE POSSIBILITY OF SUCH LOSS, AND INCLUDING ANY DAMAGES RESULTING THEREFROM, AND REGARDLESS OF WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY OF LIABILITY. In no event shall Intraverbal AI be liable for any losses or damages to You arising out of a failure, deficiency or defect in Intraverbal AI’s computer systems or networks, software or Products or as a result of the fault, in whole or in part, of any person or entity. Your only right with respect to any problems or dissatisfaction with the Intraverbal AI software application and the Intraverbal AI Products is to uninstall the Intraverbal AI software application and to stop using the Intraverbal AI Products. In no event will Intraverbal AI’s total liability to You arising out of or in connection with this Agreement, the Service Agreement, or any of the Products exceed the lesser of the total amount paid by You for the relevant Intraverbal AI Products and $7,500.

You shall defend, indemnify and hold harmless Intraverbal AI and its Affiliates, and their respective officers, directors, owners, agents, and employees from and against all claims, suits, and damages whatsoever, including, but not limited to, incidental costs, attorney’s fees, costs and expenses (at trial level and on appeal), consequential damages, and punitive damages arising out of or in connection with (1) alleged negligence, willful misconduct, violation of law and/or breach of contract by You and Your respective employees, officers and/or agents, (2) the services rendered by You to third parties or your dealings with third parties, including without limitation any claims arising out of Your business, Your computer or network failure, or (3) wrongful or negligent actions or omissions arising from or regarding Your use of the Products; provided, however, Intraverbal AI reserves the right to participate in any defense using counsel of Intraverbal AI’s own choosing at Your expense and to approve any settlement offer made by or to You which may affect Intraverbal AI’s rights or interests. Defense counsel pursuant to Your obligations hereunder must first be approved by Intraverbal AI.

Intellectual Property/ Work Product Ownership

The Intraverbal AI Property and the content provided through the Intraverbal AI websites, including, without limitation, all content, trademarks, service marks, look and feel, and arrangement and structure of the websites and menus, are the property of Intraverbal AI or Intraverbal AI ‘s Affiliates and applicable licensors and protected by intellectual property rights (including, but not limited to, copyright, trademark, trade dress, and trade secret), and You do not have a right to use any of the foregoing except as provided by this Agreement. You agree that you will not infringe any third-party’s intellectual property rights in using the Intraverbal AI software application and Products. You may not remove or alter any copyright, trademark, or other intellectual property notices contained on or provided through the Intraverbal AI software application or the Intraverbal AI Products. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by Intraverbal AI in connection with the Services will be the exclusive property of Intraverbal AI. Upon request, Client will execute all documents necessary to confirm or perfect the exclusive ownership of Intraverbal AI to the Work Product. Any and all modifications or enhancements to the Intraverbal AI Products or its software by Client or Intraverbal AI shall be the property of Intraverbal AI and Client shall have no interest therein except as specifically provided herein.

Feedback

We appreciate your feedback, and you agree that we may use it without restriction or compensation to you.

Content

Your Content:

You may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). Input and Output are collectively “Content.” You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.

Ownership of Content:

As between you and Intraverbal AI, and to the extent permitted by applicable law, you (a) retain your ownership rights in Input and (b) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output.

Similarity of Content:

Due to the nature of our Services and artificial intelligence generally, output may not be unique and other users may receive similar output from our Services. Our assignment above does not extend to other users’ output or any Third-Party Output.

Our Use of Content:

We may use Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.

Opt Out:

If you do not want us to use your Content to train our models, you can opt out by following the instructions in the Help Center. Please note that in some cases this may limit the ability of our Services to better address your specific use case.

Accuracy:

Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.

When you use our Services, you understand and agree:

Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.

You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.

You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.

Our Services may provide incomplete, incorrect, or offensive Output that does not represent Intraverbal AI’s views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with Intraverbal AI.

Technology Limitations and Modifications

Intraverbal AI will make reasonable efforts to keep the Intraverbal AI software application and the Intraverbal AI Products operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions and Intraverbal AI shall not be liable in any manner for such interruption. Intraverbal AI reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of the Intraverbal AI software application and the Intraverbal AI Products with or without notice and without liability of any kind to Intraverbal AI.

You agree to use the Intraverbal AI software application and Products in a manner that is fully compliant with all applicable laws and regulations, including, without limitation, privacy laws protecting the rights of others.

Assignment by Intraverbal AI

Intraverbal AI may assign this Agreement or any part of it without restrictions. You may not assign this Agreement or any part of it to any third party.

Equitable Relief

You acknowledge that Intraverbal AI will suffer irreparable harm as a result of a breach of Your obligations under this Agreement and any violation of Intraverbal AI’s intellectual property rights in the Property for which an adequate monetary remedy does not exist and a remedy at law may prove to be inadequate. Accordingly, in the event of any actual or threatened breach by You of this Agreement, Intraverbal AI and its Affiliates shall, in addition to any other remedies permitted by law, be entitled to (1) obtain remedies in equity, including, but not limited to, specific performance, injunctive relief, a temporary restraining order, and/or a preliminary and/or permanent injunction in any court of competent jurisdiction, to prevent or otherwise restrain a breach of this Agreement and any violation of Intraverbal AI’s or its Affiliates intellectual property rights without the necessity of proving damages, posting a bond (to the extent permitted by law), or other security, and (2) recover any and all costs and expenses, including reasonable counsel fees, costs and expenses, incurred in enforcing this Agreement against You at trial level and on appeal, and You hereby consent to the entry of such relief against You and agree not to contest such entry. You shall not defend on the basis that there is an adequate remedy at law. Such relief shall be in addition to and not in substitution of any other remedies available to Intraverbal AI. The existence of any claim or cause of action by You against Intraverbal AI, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Intraverbal AI or its Affiliates of their respective rights.

Remedies

In addition to any and all other rights a party may have pursuant to this Agreement, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 7 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the termination of this Agreement. Nothing herein shall limit Intraverbal AI’s termination rights in this Agreement.

Authority to Sign

The individual signing this Agreement represents and warrants to Intraverbal AI that he or she is authorized to sign on Your behalf and entering into this Agreement will not conflict with any other agreement between You and any person or entity.

Changes to the Agreement

From time to time and any time, Intraverbal AI may make changes to this Agreement at its sole discretion. Changes will be communicated to You by posting the new version of this Agreement on the Intraverbal AI website, or as otherwise determined by Intraverbal AI, and Your acceptance of and/or continued use of the Intraverbal AI Products after such notification or changes to this Agreement will constitute Your acceptance of such changes.

No Waiver

No waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by the party granting such waiver and then such waiver shall be effective only in the specific instance and for the specific purpose for which given.

Severability

In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

Applicable Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida and disputes shall be determined exclusively in the federal and state courts of Miami-Dade County, without regard to conflict of law principles.

Counterparts  Execution

This Agreement may be executed in counterparts, all of which together shall constitute one and the same instrument. This Agreement may be signed electronically on the Intraverbal AI website or by acceptance pursuant to the Intraverbal AI website instructions.

Non Disparagement

You agree that you will never make or publish any statement or communication which is disparaging, negative, or unflattering with respect to this Agreement, Intraverbal AI, its Affiliates, and, with respect to Intraverbal AI and its Affiliates, any of their past, present, or future respective direct or indirect equity holders, officers, directors, employees, or agents.

Late Fees

If Intraverbal AI is unable to charge the users fees on Client’s credit or debit card(s), Intraverbal AI shall notify Client thereof, whereupon Client shall promptly pay the full amount then due by corporate check (or, if requested by Intraverbal AI, by ACH, bank check, or wire transfer), together with interest thereon at a rate of 5% per month from the due date thereof through the date payment is received by Intraverbal AI (or if less, the highest interest rate permitted under applicable law), plus a 5% administrative fee based on the aggregate user fees then due.

Data Retention

Any accounts suspended past 30 days will be deleted and Client data will not be retained by Intraverbal AI.

Force Majeure

If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond Intraverbal AI’s reasonable control (“Force Majeure”), and if Intraverbal AI is unable to carry out its obligations and gives the other Party prompt written notice of such event, then the obligations of Intraverbal AI shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, epidemics, pandemics, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages.

Headings

The headings of the several Sections of this Agreement are inserted solely for convenience of reference and are not a part of and are not intended to govern, limit, or aid in the construction of any term or provision hereof.

Notice

Without limiting any other notice provisions in these Terms and Conditions, any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered by in person delivery with confirmation of receipt, overnight mail, or electronic notification (i.e., email).

Construction and Interpretation

The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

Miscellaneous

As used herein, the term “Affiliate” means, with respect to Intraverbal AI, any natural person or entity that directly or indirectly (through one or more intermediaries), controls, is controlled by, or is under common control with Intraverbal AI. As used in the definition of “Affiliate,” the term “control” (and the correlative terms “controlled by” and “under common control with”) means the possession of direct or indirect power to direct or cause the direction of the management or policies of Intraverbal AI, whether through the ownership of voting securities, by contract, resolution, or otherwise. The term “Affiliate” includes all Affiliates now existing or that may exist in the future and all Affiliates of an Affiliate.

Intraverbal AI and its Affiliates are intended third-party beneficiaries of this Agreement and may enforce this Agreement or pursue any claim arising out of or in connection with this Agreement to the extent this Agreement applies to them.

In the event of a conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of the underlying Service Agreement with You, the terms and conditions of this Agreement shall govern unless expressly stated otherwise.