Terms of Service

(a) Order Forms. Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer's compliance with the Terms (including any limitations and restrictions set forth on the applicable Order Form), HeyCarla grants Customer a nonexclusive, limited, personal, non-sublicensable, nontransferable right and license to internally access and use the HeyCarla product(s) and/or service(s) specified in such Order Form (collectively, the "Service," "Services," or "Core Service") during the applicable Order Form Term in connection with the Customer tools provided to end users ("End Users"), only as provided herein and only in accordance with HeyCarla's applicable official user documentation for such Service (the "Documentation").

(b) Evaluation Services. If you are accessing the Service on a free, pilot, unpaid, trial, beta, demonstration, pre-release, evaluation, testing or similar basis (collectively, "Evaluation Services") including, without limitation, during the Pilot Period, then unless otherwise indicated on an applicable Order Form, certain of HeyCarla's obligations under this Agreement will not apply. "Pilot Period" shall mean the term for which HeyCarla is providing Customer with the Evaluation Services.

(c) Implementation. Upon payment of any applicable fees set forth in each Order Form, HeyCarla agrees to use reasonable commercial efforts to provide standard implementation assistance for the Service only if and to the extent such assistance is set forth on such Order Form ("Implementation Assistance").

(d) Service Updates; Experimental Features. From time to time, HeyCarla may provide upgrades, patches, enhancements, or fixes for the Services to its Customers generally without additional charge ("Updates"), and such Updates will become part of the Services and subject to this Agreement; provided that HeyCarla shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that HeyCarla may make improvements and/or modifications to the Services at any time in its sole discretion, provided that HeyCarla shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes that might adversely impact Customer's use of the Services. In the event HeyCarla provides Customer with access to Evaluation Services or other experimental features or functionality, Customer acknowledges and agrees such services or features are experimental in nature, are provided "AS IS," and may not be functional on any machine or in any environment.

(e) Ownership; Feedback. As between the parties, HeyCarla retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by HeyCarla for the purposes of this Agreement, including any copies and derivative works of the foregoing. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may provide suggestions, comments or other feedback to HeyCarla with respect to the Service ("Feedback"). Notwithstanding anything else, Customer shall, and hereby does, grant to HeyCarla a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.

These Terms, and the Agreement, shall commence upon the effective date of the first Order Form ("Agreement Effective Date"), and, unless earlier terminated in accordance herewith, shall last until the expiration of all active Order Form Terms.

For each Order Form, unless otherwise specified therein, the "Order Form Term" shall begin as of the effective date set forth on such Order Form, and unless earlier terminated: (i) shall continue for the initial term specified on such Order Form (the "Order Form Initial Term"), and (ii) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration unless either party provides written notice of non-renewal no later than thirty (30) days prior to the expiration of the then-current term.

In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice.

Without limiting the foregoing, HeyCarla may suspend or limit Customer's access to or use of the Service if: (i) Customer's account is more than thirty (30) days past due, (ii) Customer is in breach of Section 4, or (iii) Customer's use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with HeyCarla's ability to provide access to the Service to other customers.

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

For Customer to terminate the Agreement during an effective Pilot Period, Customer must provide written notice to HeyCarla on or before the end of the Pilot Term.

Customer shall pay HeyCarla fees at a rate set forth in each Order Form ("Price Tier") which corresponds with Customer's anticipated usage of the Services ("Fees"). Unless otherwise specified in an Order Form, all Fees shall be invoiced monthly in advance and all invoices issued under this Agreement are payable within thirty (30) days from date of invoice; provided that the billing commencement date may be modified by the applicable Order Form. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with the Service (excluding taxes based on HeyCarla's net income). All Fees paid are non-refundable and are not subject to set-off, provided that HeyCarla shall refund to Customer any Fees actually paid for the Evaluation Service if Customer terminates this Agreement during the Pilot Period in accordance with Section 2.

If Customer exceeds any usage limitations set forth on an Order Form on an average calendar month basis, HeyCarla shall invoice Customer for such additional usage at the applicable Price Tier set forth on the Order Form (or, if no such Price Tier is set forth, at HeyCarla's then-current standard Price Tier for such usage).

Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly:

• reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service;
• modify, translate, or create derivative works based on the Service;
• copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service;
• use the Service for the benefit of a third party;
• remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof;
• use the Service to build an application or product that is competitive with any HeyCarla product or service;
• interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or
• bypass any measures HeyCarla may use to prevent or restrict access to the Service.

Customer: (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.

"Customer Data" shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service(s), but does not include data collected from End Users of the Services ("End User Data"). Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not HeyCarla, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data.

HeyCarla shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. HeyCarla is not responsible to Customer for the unauthorized access to Customer Data or the unauthorized use of the Service(s) unless such access is due to HeyCarla's gross negligence or willful misconduct.

To the extent that the Customer Data includes any personal information: (i) HeyCarla will process, retain, use, and disclose such personal information only as necessary to provide the Services and as otherwise permitted under this Agreement; (ii) HeyCarla agrees not to sell such personal data or retain, use, or disclose such personal data outside of the scope of this Agreement.

Customer acknowledges and agrees that HeyCarla may: (i) internally use and modify (but not disclose) Customer Data for the purposes of providing the Service and generating Aggregated De-Identified Data; and (ii) freely use, retain and make available Aggregated De-Identified Data for HeyCarla's business purposes (including for purposes of improving, testing, operating, promoting and marketing HeyCarla's products and services). "Aggregated De-Identified Data" means data submitted to, collected by, or generated by HeyCarla in connection with Customer's use of the Service, in aggregate, de-identified form which can in no way be linked specifically to Customer.

Customer acknowledges and agrees that Customer Data may be irretrievably deleted if Customer's account is sixty (60) days or more delinquent.

Before any End User engages with Customer in a manner that uses the Services (including callers interacting with HeyCarla's AI voice reservation system at Customer's rental location), Customer warrants, and will ensure, that it provides all notices and obtains all consents required under applicable law to enable HeyCarla to process End User Data in accordance with HeyCarla's Privacy Policy. Customer will not: (i) make representations or other statements with respect to End User Data that are contrary to or otherwise inconsistent with HeyCarla's Privacy Policy, or (ii) interfere with any independent efforts by HeyCarla to provide End User notice or obtain End User consent.

Customer acknowledges and agrees that: (i) the Service(s) may operate on, with or using telecommunications hardware or services, Internet connectivity, APIs, equipment, infrastructure, servers and/or other services operated by third parties (e.g., rental management systems such as RenWorks or OTA Connect) ("Third Party Integrations") or by or on behalf of Customer ("Customer Equipment"); (ii) the availability and operation of the Service(s) may be dependent on HeyCarla's ability to access such Third Party Integrations or Customer Equipment; and (iii) Customer's failure to provide adequate access or any retraction of permissions may result in a suspension or interruption of the Service(s).

Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations or Customer Equipment that it integrates with the Service(s). Customer is solely responsible for complying with the terms and conditions of any Third Party Integrations, including rental management software providers.

HeyCarla cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Third Party Integrations and does not make any representations or warranties with respect to Third Party Integrations or Customer Equipment.

Each party (each an "Indemnitor") shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives (collectively, the "Indemnitee") from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys' fees) ("Losses"), that arise from or relate to any claim that: (i) the Customer Data or Customer's use of the Service (in the case of Customer as Indemnitor), or (ii) the Service(s) (in the case of HeyCarla as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right.

Each Indemnitor's indemnification obligations shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim; (ii) the option to assume sole control over the defense and settlement of any claim; and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor's expense).

The foregoing obligations of HeyCarla do not apply with respect to the Service(s) or any information, technology, materials, or data to the extent: (a) not created or provided by HeyCarla; (b) made in whole or in part in accordance with Customer specifications; (c) modified after delivery by HeyCarla; (d) combined with other products, processes or materials not provided by HeyCarla; (e) where Customer continues allegedly infringing activity after being notified thereof; or (f) Customer's use of the Service is not strictly in accordance with the Terms and/or Agreement. Notwithstanding anything to the contrary herein, HeyCarla shall have no obligation under this Section 8 with respect to any Evaluation Services.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE(S) IS PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE PROVIDED ENTIRELY WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, HEYCARLA HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR COVENANTS REGARDING THE ACCURACY, QUALITY OR TRUTHFULNESS OF THE SERVICES.

EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER'S BREACH OF SECTION 4, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (i) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (ii) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (iii) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO HEYCARLA HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

(a) Entire Agreement. This Agreement (including all Order Forms) represents the entire agreement between Customer and HeyCarla with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals between Customer and HeyCarla with respect thereto. In the event of any conflict between these Terms and an Order Form, the Order Form shall control.

(b) Choice of Law; Waiver of Class Action. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the courts of the State of Delaware. To the fullest extent permitted by law, the parties agree that any dispute, claim, or controversy arising out of or relating to these Terms, any Order Form, or the Agreement shall be resolved on an individual basis. Customer expressly waives any right to commence, participate in, or be part of any class or representative action.

(c) Marketing. HeyCarla will be permitted to refer to the parties' relationship hereunder for sales and marketing purposes. HeyCarla will obtain Customer's written consent before including anything about the Customer relationship in any press releases. HeyCarla may identify Customer as a client (and use Customer's logos in connection with the same) on HeyCarla's website while this Agreement is in effect.

(d) Notices. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

(e) Updates to Terms. HeyCarla may, at any time, update these Terms by posting a new version on the Services. Continued use of the Services after such revised Terms are posted shall constitute acceptance of the revised Terms by Customer.

(f) Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks; Internet failure; acts of God; acts of war; acts of terrorism; riots; civil or public disturbances; strikes; lock-outs or labor disruptions; or any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority.

(g) Assignment. Neither party may assign any of its rights or obligations hereunder without the other party's consent; provided that: (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party's business relating to this Agreement, and (ii) HeyCarla may utilize subcontractors in the performance of its obligations hereunder.

(h) No Joint Venture or Employment. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

(i) Attorney Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees.

(j) Severability. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.

(k) Waiver. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party's rights with respect to such breach or any subsequent breaches.