Terms and Conditions

Background

Architect Technologies Inc. (“Company”) has developed a proprietary platform that provides an AI shopping assistant, Archi, made available through a browser extension for Google Chrome distributed via the Chrome Web Store, which helps the person installing or using it (“Customer”) compare products and prices on shopping pages, together with the related features described in the Privacy Policy referenced below (collectively, the “Company Platform”). The Company Platform includes any updates that are made generally available by the Company to customers at no additional charge during the Term (as defined below), but expressly excludes any upgrades or additional services, features or analytics that are made available by the Company for an additional charge. By installing, enabling, accessing or using the Company Platform, including by completing its acceptance flow, Customer agrees to these Terms and Conditions and to Company’s Privacy Policy, which is incorporated herein by reference (together, this “Agreement”), in each case to the exclusion of any other terms or conditions that either party seeks to impose or incorporate or that are implied by course of dealing. If Customer does not agree, Customer must not install or use the Company Platform and must uninstall it if already installed. Customer must be at least eighteen (18) years of age, or the age of majority in Customer’s jurisdiction, to use the Company Platform. Google LLC is not a party to this Agreement, is not responsible for the Company Platform and has no obligation to provide maintenance or support for it, and Customer’s download of the Company Platform from the Chrome Web Store is also subject to the Chrome Web Store Terms of Service. Business customers of Company are governed by the Architect Platform Terms and Conditions and their applicable Service Order, not by this Agreement.

Access to Platform

Company Platform. Company will make the Company Platform available to Customer via the Chrome Web Store and the Internet pursuant to this Agreement during the Term. Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, nonexclusive, nontransferable (except as set forth in Section 10), non-sublicensable, revocable right to install and use the Company Platform during the Term solely for Customer’s own personal, non-commercial purposes. The Company Platform may automatically download and install updates through the Chrome Web Store, and this Agreement applies to all such updates. Company may add, modify, suspend or discontinue any feature of the Company Platform, or the Company Platform itself, at any time.

Limitations. The following limitations and restrictions will apply to the Company Platform:

(a)

Customer will not share its account or credentials with, or provide access to the Company Platform through its account to, any other person.

(b)

Except as expressly permitted hereunder, Customer will not and will not permit or authorize any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, algorithms or models of the Company Platform; (ii) modify, translate or create derivative works based on the Company Platform; (iii) copy, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on the Company Platform; (iv) use the Company Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party, or to build or train a competing product or service; (v) hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to the Company Platform or its related systems, hardware or networks or any content or technology incorporated in any of the foregoing; (vi) remove or obscure any proprietary notices or labels of Company or its suppliers on the Company Platform; (vii) use the Company Platform to access any third-party website in violation of that website’s terms, to circumvent any security or access control of a third-party website, or to collect data from third-party websites other than as the Company Platform’s features are designed to do; or (viii) use the Company Platform for any unlawful, fraudulent or abusive purpose, or automate, script or bulk-generate requests to the Company Platform.

Third-Party Websites. The Company Platform operates on third-party websites and presents information made available by third parties. Company does not own, operate or control those websites or the sellers of any product, is not a party to any transaction between Customer and a seller, and is not responsible for the products, prices, availability, delivery, returns or conduct of any seller. Customer’s use of third-party websites and any purchase Customer makes are subject to the applicable third party’s terms and policies.

Ownership; Reservation of Rights

Customer Data. During the Term of this Agreement Customer owns the data Customer provides to the Company Platform and the data the Company Platform collects on Customer’s behalf, as described in the Archi Browser Extension section of the Privacy Policy, where such data is referred to as “Extension Data” (“Customer Data”). Customer hereby grants Company the nonexclusive, worldwide, royalty-free, fully paid up, nontransferable (except as set forth in Section 10) right and license to copy, use, process and display Customer Data (a) to provide or improve the Company Platform’s single purpose of helping Customer compare products and prices and its related user-facing features, (b) for necessary operational purposes, including maintaining, securing, troubleshooting and measuring the performance and reliability of the Company Platform, and (c) on an aggregated and anonymized basis for internal operations in accordance with applicable law, in each case subject to the restrictions set forth in the Privacy Policy. Company will not sell Customer Data, will not use or transfer Customer Data for personalized, retargeted or interest-based advertising, will not transfer Customer Data to data brokers or information resellers, will not use or transfer Customer Data to determine creditworthiness or for lending purposes, and will not use Customer Data to develop unrelated products or to train general-purpose artificial intelligence or machine-learning models. The foregoing restrictions continue to apply to Customer Data after aggregation, anonymization, de-identification or other derivation. As between the parties, Customer reserves any and all right, title and interest in and to the Customer Data other than the licenses therein expressly granted to Company under this Agreement.

Ownership; Reservation of Rights. Customer acknowledges and agrees that, as between the parties, Company retains all rights, title, and interest in and to the Company Platform, all copies or parts thereof (by whomever produced), all improvements, updates, modifications or enhancements thereto, all output generated by the Company Platform, and all intellectual property rights therein. Company grants no, and reserves any and all, rights other than the rights expressly granted to Customer under this Agreement with respect to the Company Platform.

Feedback. Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Company with respect to the Company Platform. Company will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants Company a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.

Customer Responsibilities. Certain features of the Company Platform require Customer to create an account and complete the Company Platform’s acceptance flow. Customer will (a) provide accurate and complete account information and keep it up to date, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Company Platform and notify Company promptly of any such unauthorized access or use, and (c) use the Company Platform only in accordance with the documentation, this Agreement and any applicable laws and regulations. Customer will be solely liable for any uses of accounts linked to Customer’s login credentials.

Privacy; Data Security. Company’s collection, use, transfer, retention and deletion of information through the Company Platform are described in the Privacy Policy, and the Archi Browser Extension section of the Privacy Policy will control over any conflicting provision of this Agreement with respect to Customer Data. Company’s use and transfer of user data complies with the Chrome Web Store User Data Policy, including the Limited Use requirements. After Customer signs in and completes the acceptance flow, the Company Platform may process product pages Customer views on supported websites in order to provide its features, and certain optional features, such as product browsing history, are disabled by default and may be enabled or disabled by Customer in the Company Platform’s settings, in each case as described in the Privacy Policy. Company will implement and maintain reasonable administrative, physical and technical safeguards which attempt to prevent any collection, use or disclosure of, or access to Customer Data that this Agreement and the Privacy Policy do not expressly authorize, including, without limitation, transmission of Customer Data using modern encryption and an information security program that meets commercially reasonable industry practice to safeguard Customer Data. Such information security program would include: (i) physical security of all premises in which Customer Data will be processed and/or stored; and (ii) reasonable precautions taken with respect to the employment of, access given to, and education and training of any and all personnel furnished or engaged by Company to perform any part of the services hereunder.

Professional Services

Statements of Work. Company does not provide professional services to Customer under this Agreement. Any integration, implementation or other professional services that Company agrees to perform will be set forth in a separate statement of work executed by an authorized representative of each party, which will govern such professional services, the fees payable in connection therewith and any applicable payment terms and acceptance criteria.

Fees; Payment Terms

Fees; Payment Terms. The Company Platform is currently made available to Customer at no charge. If Company makes any features of the Company Platform available for a fee, the applicable fees and payment terms will be presented to Customer before purchase and will apply only if Customer elects to purchase such features. If any past due payment has not been received by Company within thirty (30) days from the time such payment is due, Company may suspend Customer’s access to the applicable features until such payment is made. Any amount Customer pays for a product purchased from a third-party seller is paid to that seller under the seller’s terms, and Company is not responsible for refunds, chargebacks or disputes relating to such purchases.

Net of Taxes. All amounts payable by Customer to Company hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, knowhow payments, customs, privilege, excise, sales, use, value added and property taxes (collectively “Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Company. Customer will not withhold any Taxes from any amounts due Company.

Term, Termination

Term. This Agreement will commence when Customer first installs, enables or uses the Company Platform and will continue until terminated as set forth herein (the “Term”). Customer may terminate this Agreement at any time by uninstalling the Company Platform and, if Customer has created an account, deleting it through the account controls provided by the Company Platform or by contacting Company at privacy@tryarchitect.com.

Termination; Effect of Termination. In addition to any other remedies it may have, either party may terminate this Agreement if the other party breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days of receiving notice thereof, and Company may suspend or terminate Customer’s access to the Company Platform, with notice where practicable, if required by applicable law or by Google, if Company discontinues the Company Platform, or to protect the security or integrity of the Company Platform or other users. Upon any termination or expiration of this Agreement for any reason, Customer may request a copy of the Customer Data, and the deletion of Customer’s account and associated Customer Data, as described in the Privacy Policy. Thereafter, Company may, but is not obligated to, in its sole discretion and without delivery of any notice to Customer, delete any Customer Data stored or otherwise archived on the Company Platform or on Company’s network, subject to the Privacy Policy and applicable law. Upon any expiration or termination of the Agreement, all rights granted hereunder and all obligations of Company to provide the Company Platform will immediately terminate and (a) Customer will cease use of, and uninstall, the Company Platform; and (b) each party will return or destroy all copies or other embodiments of the other party’s Confidential Information (subject to Company’s rights under Section 2.1(b) and (c) and the Privacy Policy).

Survival. Upon expiration or termination of this Agreement, all obligations in this Agreement will terminate, provided that Sections 2.1(b), 2.1(c), 2.2, 2.3, 4, 5.2, 5.3, 6, 7.4, 8, 9 and 10 will survive.

Confidentiality

As used herein, “Confidential Information” means any non-public information or data, regardless of whether it is in tangible form, disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is marked or identified as confidential or that a reasonable person would understand to be confidential. Company’s Confidential Information includes, without limitation, the Company Platform, non-public features and the terms of this Agreement; Customer’s Confidential Information includes the Customer Data, which Company will handle in accordance with the Privacy Policy. Information will not be deemed “Confidential Information” if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party. Each party agrees that it will use the Confidential Information of the other party solely to perform its obligations or exercise its rights under this Agreement, and neither party will disclose, or permit to be disclosed, the other party’s Confidential Information directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder or by the Privacy Policy. Notwithstanding any provision of this Agreement, either party may disclose the other party’s Confidential Information, in whole or in part (i) to its employees, officers, directors, consultants, service providers and professional advisers who have a need to know and are bound by confidentiality obligations consistent with the terms of this Agreement; and (ii) as required by law. In the event of actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

Representations, Warranties and Disclaimer

Representations and Warranties. Each party represents and warrants to the other party that (a) such party has the required power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the acceptance of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid and binding obligation upon acceptance.

Customer Representations and Warranties. Customer represents and warrants that it has the legal authority and all rights necessary to provide the Customer Data to Company hereunder, and Customer’s provision of the Customer Data to Company hereunder does not knowingly and will not knowingly violate or conflict with or result in a breach of any terms, conditions, duties or obligations Customer has to any third party or any other rights of any third party or any applicable law, rule or regulation, and that Customer is not located in, or a national or resident of, any country or territory subject to comprehensive United States sanctions and is not on any United States government restricted-party list.

Uptime. Company will use reasonable efforts consistent with prevailing industry standards to provide the Company Platform in a manner that minimizes errors and interruptions in accessing the Company Platform. The Company Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control. Company will provide e-mail support at support@tryarchitect.com Monday through Friday, excluding United States holidays.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE COMPANY PLATFORM IS PROVIDED ON AN “AS-IS” BASIS AND COMPANY DISCLAIMS ANY AND ALL WARRANTIES. COMPANY DOES NOT WARRANT THAT THE COMPANY PLATFORM IS ERROR-FREE OR THAT OPERATION OF THE COMPANY PLATFORM WILL BE UNINTERRUPTED. THE COMPANY PLATFORM GENERATES RESULTS USING AUTOMATED SYSTEMS, INCLUDING ARTIFICIAL INTELLIGENCE MODELS, AND COMPANY DOES NOT WARRANT THAT THE RESULTS GENERATED BY THE COMPANY PLATFORM ARE ACCURATE, COMPLETE OR CURRENT OR WILL LEAD TO ANY PARTICULAR OUTCOME, AND COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO SUCH RESULTS AND ANY PURCHASE DECISION MADE IN RELIANCE ON THEM. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT LIMITS ANY RIGHT CUSTOMER HAS AS A CONSUMER THAT CANNOT BE EXCLUDED BY APPLICABLE LAW.

Limitations of Liability

Disclaimer of Consequential Damages. THE PARTIES HERETO AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.

General Cap on Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 BELOW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (A) THE AGGREGATE FEES PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY AND (B) ONE HUNDRED UNITED STATES DOLLARS (US$100). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

Indemnification

Infringement Claims. If the use of the Company Platform by Customer has become, or in Company’s opinion is likely to become, the subject of any claim of infringement, Company may at its option and expense (i) procure for Customer the right to continue using the Company Platform as set forth hereunder, (ii) replace or modify the Company Platform to make it non-infringing so long as the Company Platform has at least equivalent functionality, (iii) substitute an equivalent for the Company Platform or (iv) if options (i)-(iii) are not reasonably practicable, terminate this Agreement. This Section 9.1 states Company’s entire obligation and Customer’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.

Indemnification by Customer. Customer will defend Company and the officers, directors, agents, and employees of Company (“Company Indemnified Parties”) against any third party claim, allegation or legal action (a “Claim”) arising from Customer’s breach of this Agreement, Customer’s use of the Company Platform in violation of applicable law or the rights of a third party, or an allegation that Company’s authorized use of the Customer Data infringes any intellectual property right of a third party. Further, Customer will indemnify the Company Indemnified Parties against any damages actually awarded or paid in connection therewith, including any reasonable attorneys’ fees, to the extent permitted by applicable law.

Indemnification Procedure. If a Company Indemnified Party (an “Indemnified Party”) becomes aware of any matter it believes it should be indemnified under Section 9.2 involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an “Action”), the Indemnified Party will give Customer (the “Indemnifying Party”) prompt written notice of such Action. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action with counsel of its own choosing. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

10.

General

Company may update this Agreement from time to time by posting the updated terms and providing notice through the Company Platform, by email to the address associated with Customer’s account or in the Chrome Web Store listing; the updated terms will take effect thirty (30) days after such notice, or immediately where required by applicable law, and Customer’s continued use of the Company Platform thereafter constitutes acceptance of the updated terms, provided that changes to the use of Customer Data are governed by the Privacy Policy. Customer may not remove or export from the United States or allow the export or re-export of the Company Platform or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Customer may not assign this Agreement or assign or delegate its rights or obligations under the Agreement without Company’s prior written consent; Company may assign this Agreement to an affiliate or to an acquirer of or successor to all or substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise, provided that any transfer of Customer Data in connection therewith remains subject to the Privacy Policy. Any assignment or attempted assignment by either party otherwise than in accordance with this Section will be null and void. Both parties agree that this Agreement, including the Privacy Policy, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. In the event of a conflict between this Agreement and the Chrome Web Store listing or any documentation, this Agreement will govern. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever, and Company is not the agent of any seller. To the extent permitted by applicable law, in any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing; notices to Customer may be given through the Company Platform, by email to the address associated with Customer’s account or in the Chrome Web Store listing and will be deemed given when sent or posted, and notices to Company will be sent by email to support@tryarchitect.com and will be deemed given when receipt is electronically confirmed. Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters, or the actions of third-party platforms, including removal of the Company Platform from the Chrome Web Store (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Except as otherwise agreed upon by the parties in writing, in the event such non-performance continues for a period of thirty (30) days or more, either party may terminate this Agreement by giving written notice thereof to the other party. This Agreement will be governed by the laws of the State of New York without regard to its conflict of laws provisions. For all disputes relating to this Agreement, each party submits to the exclusive jurisdiction of the state and federal courts located in New York, New York and waives any jurisdictional, venue, or inconvenient forum objections to such courts, provided that if Customer is a consumer resident in the European Economic Area or the United Kingdom, Customer may also bring proceedings in the courts of Customer’s country of residence and benefits from any mandatory provisions of the consumer protection law of that country. Customer acknowledges that any unauthorized use of the Company Platform may cause irreparable harm and injury to Company for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, Customer agrees that Company may be entitled to seek injunctive relief in the event Customer uses the Company Platform in any way not expressly permitted by this Agreement. Questions about this Agreement may be sent to support@tryarchitect.com.