Effective: October 10, 2025

Enterprise Terms of Use

Introduction

These Anuvyx Enterprise Terms of Use (the "Agreement") govern access to and use of Anuvyx's business products and developer services, including the Anuvyx API, Arex Enterprise, Arex Business, and related offerings (together, the "Services"), by the organization that purchases or uses them ("Customer") and Anuvyx S.A.S. ("Anuvyx"). Each of Anuvyx and Customer is a "Party" and together the "Parties".

This Agreement applies only to enterprise and developer use of the Services and does not apply to Anuvyx offerings intended for individual or consumer use.

The Agreement becomes effective on the date the Customer completes an applicable online purchase, accepts an order or purchase confirmation, or otherwise agrees to an order form that references this Agreement (the "Order Form") (the "Effective Date"). By signing, clicking "I agree," accepting an Order Form, or using the Services, the individual acting on Customer's behalf (a) confirms they are at least 18 years old, (b) represents they are legally authorized to bind the Customer to this Agreement, and (c) agrees that Customer will be bound by these terms.

1. Anuvyx Services

  1. 1.1 Provision of Services

    Anuvyx will provide the software-as-a-service and related offerings identified in the applicable order form (each, an Order Form) during the Subscription Term stated there. Collectively, these offerings are the Services. If an Order Form expressly varies this Agreement, the Order Form controls for that Order Form; otherwise, this Agreement governs use of the Services.

  2. 1.2 Term Changes and Renewal
    1. 1.2.1 Co-terming. Increases to license counts, usage commitments, or other quantities made during an active Subscription Term will be prorated to end on the same date as the then-current Subscription Term, unless the parties agree otherwise in writing.
    2. 1.2.2 Renewal. Any renewal mechanics (including auto-renewal) will be specified on the Order Form. Either party may decline renewal or request a reduction in scope by giving written notice at least thirty (30) days before the next renewal period begins. If Customer reduces licenses, quantities, or minimum commitments, Anuvyx may revise or remove discounts previously applied to reflect the new scope.
  3. 1.3 Authorized Purchasers
    1. 1.3.1 Provisioning.To set up the Services, Customer must designate an initial Authorized Purchaser and include that person's email address on the Order Form. Missing or inaccurate details may delay provisioning.
    2. 1.3.2 Additional Purchases.The Services may allow Authorized Purchasers to add licenses, usage, or other quantities from within the product. Customer is responsible for configuring and understanding any in-product purchasing settings. Unless an Order Form states otherwise, such additions will be billed for the remainder of the then-current Subscription Term at Customer's then-current price.
  4. 1.4 Access Rights and Integrations
    1. 1.4.1 Grant.Subject to this Agreement, Anuvyx grants Customer a limited, non-exclusive, non-transferable right to access and use the Services for Customer's internal business purposes, in accordance with Anuvyx's then-current technical documentation made available to Customer (the Documentation).
    2. 1.4.2 APIs and Bundled Services.Where applicable, Anuvyx grants Customer a limited right to use Anuvyx APIs to build integrations between the Services and Customer's products (the Bundled Services) and to (a) make the Bundled Services available to Customer's end users (End Users) and (b) demonstrate the Bundled Services to prospective End Users. This does not create a contract between Anuvyx and any End User. Customer remains responsible for End Users' use. If the applicable purchase terms permit End Users to build their own integrations with the Services (Additional Bundled Services), references to End Users in this Agreement include those users as well.
  5. 1.5 Permitted Users and Security

    Customer may permit its employees, contractors, agents, and consultants to use the Services on Customer's behalf (Permitted Users). Customer is responsible for all actions and omissions of Permitted Users and for ensuring aggregate use remains within any limits on the Order Form. If the Services are accessed with credentials issued by or for Customer, Customer must require Permitted Users to keep those credentials confidential, promptly report any suspected compromise or unauthorized use, and remains responsible for all activity under its accounts.

  6. 1.6 Affiliates
    1. 1.6.1 Shared Use Under One Account.Anuvyx provisions Services to specific legal entities using dedicated workspaces and organizational IDs. Customer's Affiliates may use the Services under Customer's account (and within the same workspace/organizational ID). Customer is responsible and liable for all acts and omissions of its Affiliates in connection with this Agreement.
    2. 1.6.2 Separate Purchases.If an Affiliate's purchase or use should be separate from Customer's, that Affiliate must execute its own Order Form. Anuvyx will then provision a distinct workspace and organizational ID for that Affiliate. Any Affiliate entering an Order Form under this Agreement is bound by, and benefits from, this Agreement as if named as "Customer" for that Order Form.
    3. 1.6.3 Definition.Affiliate means any entity that controls, is controlled by, or is under common control with a party, where "control" means direct or indirect ownership of more than fifty percent (50%) of the voting interests or the power to direct management.
  7. 1.7 Usage-Based Services

    If Customer purchases any Services that are billed based on usage, Customer agrees that fees will be calculated using Anuvyx's measurement of that usage.

  8. 1.8 Beta Offerings

    From time to time, Anuvyx may make pre-release or experimental features available (Beta Offerings). Beta Offerings are provided "as is" and may be incomplete or change at any time, and they may contain defects or cause data loss. Customer uses Beta Offerings at its own risk. Non-public Beta Offerings are Anuvyx Confidential Information and may be subject to additional or separate terms.

2. Customer Obligations

2.1 Account Administration

  • Accurate information. Customer must keep all Account information complete and up to date.
  • Access controls. Account credentials (including API keys) are confidential. Customer will not share credentials across multiple users, resell or lease Account access, or transfer API keys to or from any third party.
  • Security incidents. Customer will promptly notify Anuvyx of any suspected or actual unauthorized access to the Account or the Services.

2.2 End Users and Administrators

  • One user, one login. Each End User Account is for a single natural person and may not be shared.
  • Responsibility for use. Customer is responsible for all activities under its Account, including actions by End Users and any access through Customer Applications.
  • Consents. Customer will obtain and maintain all End User consents required to (a) permit Customer's Administrators to perform the activities described in the Agreement and (b) allow Anuvyx to deliver the Services.

2.3 Acceptable Use and Restrictions

Customer will not, and will not permit End Users to:

  1. use the Services or Customer Content in violation of applicable law, third-party rights, or Anuvyx policies;
  2. permit minors to use the Services without verifiable parent or guardian consent;
  3. reverse engineer, decompile, or otherwise attempt to derive the source code or underlying models of the Services;
  4. (except for any Permitted Exception) use Output to develop or train artificial intelligence models that compete with Anuvyx's products or services;
  5. extract, scrape, or harvest data from the Services except through features expressly provided by the Services;
  6. buy, sell, lend, or otherwise transfer API keys;
  7. interfere with or disrupt the Services, including bypassing protective measures, safety mitigations, rate limits, or other usage controls; or
  8. exceed or circumvent Usage Limits or configure the Services to avoid Usage Limits.

2.4 Third-Party Services and Terms

  • Optional integrations.Customer may choose to access third-party products or services that interoperate with the Services ("Third-Party Services"). Use of any Third-Party Service is optional and subject both to this Agreement and to the applicable third-party terms ("Third-Party Terms"). If a conflict exists between Third-Party Terms and this Agreement, the Third-Party Terms control for that Third-Party Service.
  • No guarantees for third parties.THIRD-PARTY SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY. ANUVYX DOES NOT PROVIDE DIRECT SUPPORT FOR, AND IS NOT RESPONSIBLE OR LIABLE FOR, ACTS OR OMISSIONS OF ANY THIRD-PARTY SERVICE OR OF CUSTOMER'S PERMITTED USERS IN CONNECTION WITH SUCH SERVICES.

2.5 Definitions: Input, Output, and User Content

  • Input means information, data, or other content (in any format) that Customer or its End Users submit to the Services for processing. Input excludes information submitted to Anuvyx outside the Services (e.g., non-production or synthetic data provided through separate channels).
  • Output means results generated by the Services from Input.
  • User Content means Input and Output collectively.

2.6 Customer Responsibilities for User Content

  • Rights and permissions. Customer represents and warrants that it (a) has all rights and permissions necessary in the Input to grant the licenses in Section 2.7 and (b) to its knowledge, the Input does not infringe or violate any third-party rights. Customer is solely responsible for the accuracy, content, and legality of Input.
  • Use of Output.Customer owns the Output (see Section 2.8) but will not misrepresent Output as human-generated. Except for any Permitted Exception, Customer will not use Output to train Customer's or its providers' machine-learning or AI models.
  • Review and suitability.Due to the nature of machine learning, Output may be non-unique, inaccurate, or contain so-called "hallucinations." Customer must assess Output for its use case (including human review where appropriate). Anuvyx will not be liable for damages arising from Output or other content generated or accessed through the Services.
  • Sharing.If Customer directs Anuvyx to transmit Input or Output to third parties (including via integrations), Customer authorizes Anuvyx to do so and is responsible for complying with those third parties' policies and terms.

2.7 License to Anuvyx; Safety and Compliance

  • License. As between the parties, Customer retains all right, title, and interest in Input, and Customer owns Output. Customer grants Anuvyx a non-exclusive, worldwide, transferable, fully paid-up, royalty-free license to use, copy, store, transmit, modify, and display User Content solely to:
    1. (a) provide, maintain, and support the Services for Customer; and
    2. (b) enforce Anuvyx policies and perform operations related to safety, abuse prevention, compliance, and moderation.

2.8 Ownership

  • Input. Owned by Customer.
  • Output. Owned by Customer, subject to the restrictions in this Section 2 and any applicable Third-Party Terms.

2.9 De-Identified Data; Data Retention

  • De-identified data.Anuvyx may create and use de-identified or aggregated data about Customer's use of the Services (not User Content itself) to operate, analyze, improve, and develop Anuvyx products and services, and for other legitimate business purposes. Anuvyx owns such de-identified data. For clarity, subject to Section 2.7, Anuvyx will not use User Content to train its internal AI or machine-learning models or to develop new products or services based on User Content.
  • Retention. User Content is automatically deleted within 30 days, unless (i) Anuvyx is legally required to retain it or (ii) it has been flagged for safety, compliance, moderation, or potential violations of this Agreement or the Acceptable Use Policy.

2.10 Additional Responsibilities

  • Minors. Customer will not allow minors to use the Services without valid parent or guardian consent.
  • Cooperation. Customer will reasonably cooperate with Anuvyx regarding security, abuse, and compliance investigations related to its use of the Services.

3. Intellectual Property & Ownership

3.1 Anuvyx Technology

Except for the limited rights expressly granted in this Agreement, no intellectual property rights are assigned or transferred to Customer. Anuvyx and its licensors retain all right, title, and interest (including all patents, copyrights, trade secrets, and other IP rights) in and to: (a) the Services, the Documentation, and all related and underlying software, technology, know-how, and materials; (b) any intellectual property developed by or for Anuvyx under this Agreement and any derivatives thereof; and (c) all enhancements, updates, or modifications to the foregoing (collectively, "Anuvyx Technology").

3.2 Customer Output

As between the parties, Customer owns all right, title, and interest in and to any results, data, content, or materials generated specifically for Customer through use of the Services ("Output"). To the fullest extent permitted by law, Anuvyx hereby assigns to Customer all of Anuvyx's right, title, and interest in and to such Output (excluding, for clarity, any Anuvyx Technology embedded in or used to produce the Output).

3.3 Reservation of Rights

Except as expressly stated in this Agreement: (a) Anuvyx receives no rights in Customer Content; and (b) Customer receives no rights in the Services or Anuvyx Technology. Customer is granted only a limited right to access and use the Services during the applicable Subscription Term.

3.4 Limited License to Deliver the Services

Customer grants Anuvyx a non-exclusive, worldwide, royalty-free license to use Customer Content solely as reasonably necessary to provide, maintain, and support the Services, including through Anuvyx's affiliates, subcontractors, and sub-processors.

3.5 Feedback

If Customer or any Permitted User provides suggestions, ideas, improvements, or other feedback regarding the Services ("Feedback"), Customer hereby assigns—and will cause its Permitted Users to assign—to Anuvyx all right, title, and interest in and to the Feedback, including all associated intellectual property rights. Anuvyx may use the Feedback without restriction or obligation to Customer.

4. Billing & Subscription Terms

4.1 Subscription Term & Renewal

Unless different terms appear on the Order Form or the Agreement is ended as allowed herein, the initial Subscription Term is one (1) year and automatically renews for successive periods of the same length.

4.2 Fees

Customer will pay the fees stated on the Order Form to Anuvyx or to Customer's authorized reseller in the specified currency. Fees are non-refundable except where required by law or expressly permitted in the Agreement. If an Order Form includes a minimum commitment, that commitment is non-cancellable except where required by law or expressly permitted in the Agreement.

4.3 Invoicing & Payment

  1. (a) Timing.

    Unless the Order Form says otherwise, invoices are due within thirty (30) days of the invoice date, and subscription charges are billed in advance at the start of each Subscription Term (and each renewal).

  2. (b) Method.

    Customer authorizes Anuvyx (or the reseller, if applicable) to charge the payment method on Customer's account—credit card, ACH, or check—for all amounts due. Upon request, Customer will promptly complete any required ACH authorization.

  3. (c) Information.

    Customer must keep billing and contact details complete and accurate.

4.4 Taxes & Withholding

Fees are exclusive of taxes. Anuvyx (or the reseller) will charge taxes as required by applicable law for the Services, using the name and address in Customer's account as the place of supply. Customer is responsible for all sales, use, VAT, GST, withholding, and similar taxes and levies (excluding Anuvyx's income taxes). If law requires any deduction or withholding, Customer will gross up the payment so Anuvyx (or the reseller) receives the amount invoiced in full.

4.5 Disputed Amounts

To dispute an invoice, Customer must (i) email support@anuvyx.com within 30 days of the invoice date and (ii) pay all undisputed amounts when due. Undisputed overdue balances may incur a finance charge of 1.5% per month (or the maximum allowed by law, if lower).

4.6 Service Credits (Prepayments)

Customer may prepay for Services by purchasing Service Credits, which are governed by the Service Credit Terms. Credits will be applied to future usage as described in those terms.

4.7 Price Changes & Corrections

Changes posted on the Pricing Page take effect 14 days after posting. Anuvyx may correct pricing mistakes or typographical errors, including after issuing an invoice or receiving payment.

4.8 Suspension

  1. (a) Past Due.

    If any balance is 30 days or more overdue, Anuvyx may suspend access to the Services until all amounts are paid in full, without liability.

  2. (b) Immediate Grounds.

    Anuvyx may also suspend immediately if Customer's use (1) materially breaches the Agreement, (2) violates Anuvyx's Use & Safety Policies (as determined by Anuvyx), (3) indicates fraud, misuse, security or illegal activity, or unauthorized access, or (4) threatens the integrity or availability of the Services or Anuvyx systems.

4.9 Resellers

Where an authorized reseller is involved, references to Anuvyx in Sections 4.2–4.7 include that reseller to the extent it invoices, collects, or applies taxes for the Services.

5. Confidentiality

5.1 Definitions.

"Confidential Information" means information one party (the "Discloser") provides to the other (the "Recipient") that is marked confidential, identified as proprietary, or that, given its nature and the circumstances of disclosure, should reasonably be understood to be confidential. Without further marking, Anuvyx's Confidential Information includes Anuvyx Technology; performance and operational information about the Services; and the terms of this Agreement, including fees and pricing. Customer Confidential Information includes User Content (subject to Section 3). Confidential Information does not include information that the Recipient can demonstrate:

  • 5.1.1 (a) is or becomes public through no fault of the Recipient;
  • 5.1.2 (b) was already known to the Recipient without confidentiality obligations;
  • 5.1.3 (c) was properly received from a third party without restriction; or
  • 5.1.4 (d) was independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

5.2 Use and protection.

The Recipient will use Confidential Information only to exercise its rights and perform its obligations under this Agreement. The Recipient will protect Confidential Information with at least a reasonable degree of care.

5.3 Disclosure restrictions.

The Recipient will not disclose Confidential Information to any third party except as permitted here. The Recipient may disclose Confidential Information to its Affiliates, employees, contractors, and agents who have a legitimate need to know and who are bound by written confidentiality obligations at least as protective as those in this Agreement. The Recipient is responsible for any breach of these obligations by such personnel.

5.4 Exceptions.

The obligations in this section do not apply to information that falls within the exclusions stated above in "Definitions."

5.5 Compelled disclosure.

If the Recipient is legally required to disclose Confidential Information, it may do so to the extent required by law, provided that it uses reasonable efforts to notify the Discloser in advance (to the extent legally permitted) and cooperates, at the Discloser's expense, in seeking protective or confidential treatment.

5.6 Remedies.

The Recipient acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm that cannot be fully remedied by money damages alone. The Discloser may seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

6. Privacy, Security & Data Protection

6.1 Privacy

By using the Services, Customer acknowledges that Anuvyx may process information about individuals associated with Customer and its End Users as described in Anuvyx's Privacy Policy (as updated from time to time). For this Section, Customer Data means any data submitted to or generated by the Services by Customer or its End Users, which may include "personal data" or "personal information" under applicable laws.

Customer will ensure its use of the Services (and its End Users' use) complies with Customer's own privacy notices and all applicable laws, including those relating to data protection, international communications, and the export of technical or personal information.

6.2 Data Restrictions

Customer will not, and will instruct End Users not to, submit to the Services:

(a) large or routine volumes of personal data;

(b) any data classified as sensitive personal data or similar under applicable law;

(c) "protected health information" as defined in 45 C.F.R. §160.103; or

(d) financial data subject to PCI DSS or equivalent requirements.

If Customer wishes to process any of the foregoing, Customer must first enter into Anuvyx's separate Enterprise Customer Agreement (or a similar agreement) and, where applicable, a Business Associate Agreement or Healthcare Addendum.

6.3 Security Measures

Anuvyx implements administrative, technical, and physical safeguards designed to protect Customer Data against loss, misuse, and unauthorized access, disclosure, alteration, or destruction. Anuvyx selects and maintains these safeguards in line with industry standards, taking into account the nature of the Services, the sensitivity of Customer Data, and the current state of technology.

Anuvyx may update its security measures from time to time. If an update materially reduces the overall administrative, technical, or physical security features of the Services, Customer may terminate the Agreement and any affected Order Forms by giving written notice within five (5) business days of such update.

6.4 Audit Reports

Anuvyx engages independent auditors to assess the design and effectiveness of its security controls for the Services. Upon written request, and no more than once per calendar year, Anuvyx will provide Customer with the most recent high-level audit report(s). Such report(s) constitute Anuvyx Confidential Information.

6.5 Data Processing Addendum

If Customer uses the Services to process personal data, the parties will comply with Anuvyx's Data Processing Addendum ("DPA"), which is incorporated by reference into the Agreement.

6.6 HIPAA

Customer will not use the Services to create, receive, maintain, transmit, or otherwise process Protected Health Information unless Customer has executed Anuvyx's Healthcare Addendum (and, if applicable, a Business Associate Agreement). Not all Services are designed for PHI; where a Service is not designated for PHI, Customer may not use that Service to store, transmit, or process PHI.

6.7 Legal Compliance

Customer remains responsible for ensuring that its implementation and use of the Services, and any Customer Data provided to the Services, comply at all times with applicable local, state, federal, and international laws and regulations.

7. Publicity & Use of Marks

Except with the other party's prior written consent in each instance (email suffices), neither party may: (a) use the other party's name, logo, trademarks, service marks, or other brand elements; or (b) make, authorize, or allow any public statement, announcement, press release, case study, testimonial, or other promotional reference to the parties' relationship or this Agreement. No consent granted under this Section implies any endorsement, and either party may revoke consent on written notice, allowing a reasonable period to discontinue use. This Section does not restrict disclosures required by law or regulation, provided the disclosing party (where legally permissible) gives prior notice and limits the disclosure to what is legally required.

8. Term and Termination

  1. 8.1 Term

    This Agreement becomes effective on the "Effective Date" and remains in force until terminated in accordance with this Section 8.

  2. 8.2 Termination
    1. (a) By Anuvyx (Discretionary).

      Anuvyx may suspend or terminate this Agreement and/or any Customer account(s), in whole or in part, at any time in its sole discretion. Prepaid fees, if any, are non-refundable.

    2. (b) By Either Party (For Cause).

      Either party may terminate this Agreement, including all Order Forms, upon written notice if the other party: (i) materially breaches this Agreement (including failure to pay fees) and does not cure within thirty (30) days after receipt of written notice that describes the breach and states the intent to terminate (for non-payment, email notice is sufficient); (ii) ceases operations without a successor; or (iii) becomes the subject of any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and not dismissed within sixty (60) days.

    3. (c) By Customer (Discontinuation).

      Customer may discontinue use of the Services at any time; such discontinuation does not by itself terminate accrued payment obligations.

    4. (d) Minimum Commitments.

      Except where Customer terminates for cause under Section 8.2(b), any unpaid minimum-commitment amounts set forth in the applicable Order Form become immediately due upon termination.

  3. 8.3 Effect of Termination

    (i) all rights granted by Anuvyx to Customer (including access to the Services and any related Anuvyx Technology) cease immediately;

    (ii)each party will promptly (and in any event within thirty (30) days) return or destroy the other party's Confidential Information;

    (iii) Anuvyx will delete Customer Content from its systems within thirty (30) days, except where (A) retention is legally required, (B) the parties agree otherwise in writing, or (C) Anuvyx reasonably retains or shares information related to Abusive Customer Content as required by law or as reasonably necessary to protect the Services or any third party from harm; and

    (iv) termination is not an exclusive remedy; any rights or remedies accrued prior to the effective date of termination (including payment obligations) remain in effect and may be pursued at law, in equity, or under this Agreement.

    Prepaid fees are non-refundable.

  4. 8.4 Survival

    The following provisions survive any expiration or termination of this Agreement: Sections 2, 3, 4.3, 4.4, 5, 6, 7, 8, 8.3, 8.4, 9, 10, and 11.

9. Limited Warranty and Disclaimers

9.1 Authority

Each party represents and warrants that it has the full right and power to enter into and perform under this Agreement without requiring third-party consent and without conflict with any other agreement.

9.2 Limited Warranty for Services

During the Term, when used in accordance with this Agreement, the Services will conform in all material respects to the applicable Documentation.

Exclusive Remedy.If the Services fail to meet this warranty, Anuvyx will, at its option and at no charge to Customer, (a) use commercially reasonable efforts to provide an error correction or work-around that remedies the non-conformity, or (b) if Anuvyx determines such remedies are impracticable, permit Customer to terminate the applicable Subscription Term and receive a refund of prepaid fees for the period after the effective date of the warranty claim for Services (and related services) not received. This Section 9.2 states Customer's sole and exclusive remedy and Anuvyx's entire liability for breach of the warranty in this Section.

Exclusions. This limited warranty does not apply to non-conformities resulting from: (i) Bundled Services or Additional Bundled Services; (ii) misuse, unauthorized modification, or use of the Services in violation of the Documentation or this Agreement; (iii) third-party hardware, software, or services; or (iv) Services provided free of charge, on an evaluation basis, or as Beta Services.

9.3 Disclaimers

EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET OUT IN SECTION 9.2 (AND ANY WARRANTIES THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW), THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANUVYX AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ANUVYX DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT CUSTOMER CONTENT WILL BE ACCURATE.

9.4 Third-Party and Customer Content; Non-Anuvyx Services

Anuvyx is not responsible or liable for: (a) Customer Content; (b) third-party content; (c) third-party services; or (d) non-Anuvyx services. This includes, without limitation, delays, interruptions, transmission errors, security failures, or other problems attributable to any of the foregoing.

9.5 Beta Services

Customer may, at its sole discretion, use certain Services identified as beta, preview, pilot, or similar ("Beta Services"). Beta Services: (a) are provided free of charge or on a trial basis; (b) may be modified, suspended, or discontinued at any time without notice; (c) may be less reliable or available than the Services; and (d) have not been subjected to the same security measures, controls, or audits as the Services. BETA SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND AT CUSTOMER'S SOLE RISK, AND ANUVYX WILL HAVE NO LIABILITY ARISING OUT OF OR RELATING TO BETA SERVICES TO THE FULLEST EXTENT PERMITTED BY LAW.

10. Indemnification

10.1 Indemnity by Anuvyx (IP Claims)

Anuvyx will defend and indemnify Customer against any third-party claim, demand, suit, or proceeding (a "Claim") alleging that Customer's permitted use of the Services infringes or misappropriates a third party's intellectual property right, and will pay all damages, costs, and reasonable attorneys' fees finally awarded (or agreed in a settlement Anuvyx approves).

(a) Remedies for IP Claims

If Anuvyx reasonably believes the Services (or any component) may be subject to an IP Claim, Anuvyx may, at its expense:

  1. (i) procure the right for Customer to continue using the Services;

  2. (ii) replace or modify the Services so they are non-infringing and substantially equivalent; or

  3. (iii) if (i) and (ii) are not commercially practicable, terminate the affected Services (or this Agreement) on written notice and refund prepaid, unused fees for the terminated portion. Customer will follow Anuvyx's reasonable instructions regarding any replacement, modification, or cessation of use.

(b) Exclusions

Anuvyx's IP indemnity does not apply to the extent the Claim arises from:

  1. use of the Services in combination with products, services, hardware, software, data, or other materials not provided by or on behalf of Anuvyx;

  2. modifications, fine-tuning, or other customizations to the Services not made by or on behalf of Anuvyx;

  3. Customer Content, Customer Applications, Inputs, Outputs, training data, or data provided by Customer; or

  4. use of the Services in violation of this Agreement (including the AUP, Documentation, DPA, or Privacy Policy).

(c) Service-Specific Indemnity

The Service-Specific Terms Indemnity in effect as of the Effective Date is incorporated by reference, is not subject to any liability cap, and Anuvyx will not materially reduce Customer's protections under that Service-Specific Terms Indemnity without Customer's written consent.

(d) Sole Remedy for IP Infringement

This Section 10.1 states Anuvyx's entire liability and Customer's exclusive remedy for Claims alleging infringement or misappropriation of intellectual property rights by the Services.

10.2 Indemnity by Customer

Customer will defend and indemnify Anuvyx, its affiliates, and licensors against any Claim and resulting damages, costs, and reasonable attorneys' fees to the extent arising from or related to: (a) Customer's use of the Services in violation of this Agreement or applicable law (including privacy laws applicable to Inputs/Customer Content); (b) Customer Content or Customer Applications; or (c) any bundled, add-on, or third-party services selected, provided, or controlled by Customer.

10.3 Indemnification Procedures

The party seeking indemnification ("Indemnified Party") must: (i) promptly notify the other party ("Indemnifying Party") in writing upon becoming aware of a Claim (a delay only relieving obligations to the extent materially prejudicial); (ii) provide reasonable cooperation at the Indemnifying Party's expense; and (iii) grant the Indemnifying Party sole control of the defense and settlement. The Indemnified Party may participate with its own counsel at its own expense. The Indemnifying Party may not settle a Claim without the Indemnified Party's prior written consent if the settlement imposes any liability or obligation on, impairs the rights of, or requires any admission by the Indemnified Party; consent will not be unreasonably withheld. The Indemnifying Party may settle without consent if the settlement provides a full release of the Indemnified Party and imposes no admission, liability, or non-monetary obligation on it.

10.4 Mitigation Duty

Each party will use commercially reasonable efforts to mitigate losses subject to indemnification under this Section.

10.5 Compliance with Instructions

Customer will promptly implement Anuvyx's reasonable instructions intended to avoid, mitigate, or resolve an IP Claim, including replacement, modification, or temporary suspension of use of the affected Service.

11. Limitation of Liability

11.1 Waiver of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR (I) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (II) CUSTOMER'S BREACH OF SECTION 2.3 (ACCEPTABLE USE AND RESTRICTIONS), (III) ANUVYX'S BREACH OF SECTION 6.3 (SECURITY MEASURES), OR (IV) EITHER PARTY'S BREACH OF SECTION 5 (CONFIDENTIALITY), NEITHER CUSTOMER NOR ANUVYX (NOR THEIR RESPECTIVE AFFILIATES OR LICENSORS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES—INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, PRODUCTION, OR DATA—REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE PARTY WAS ADVISED OF THEIR POSSIBILITY.

11.2 Overall Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR (I) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (II) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, (III) CUSTOMER'S PAYMENT OBLIGATIONS, OR (IV) EITHER PARTY'S OBLIGATIONS WITH RESPECT TO THE OTHER PARTY'S PROPRIETARY RIGHTS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO ANUVYX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.3 Scope

THE LIMITATIONS IN THIS SECTION APPLY TO ALL CAUSES OF ACTION AND THEORIES OF LIABILITY AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. NOTHING IN THIS SECTION LIMITS LIABILITY WHERE SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.