End User License Agreement

Effective June 30, 2026 · Version DL-app-eula-v2026-06-30

PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE ACCESSING OR USING THE SERVICES OFFERED BY ENDLESS LABS, INC. DBA DATALAB (“DATALAB”). BY (I) CHECKING THE BOX INDICATING YOUR ACCEPTANCE DURING ACCOUNT CREATION, OR (II) CHECKING THE BOX INDICATING YOUR ACCEPTANCE OF THE PLAYGROUND TERMS AND SUBMITTING DATA TO THE PLAYGROUND, YOU (“CUSTOMER” OR “PLAYGROUND USER,” AS APPLICABLE) AGREE TO BE BOUND BY THIS AGREEMENT (OR, FOR PLAYGROUND USERS, THE APPLICABLE PLAYGROUND TERMS SET FORTH IN SECTION 3) TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT, AND “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES OR THE PLAYGROUND. THIS AGREEMENT CONTAINS, AMONG OTHER THINGS, WARRANTY DISCLAIMERS, LIABILITY LIMITATIONS, AND USE LIMITATIONS. ANY TERMS OR CONDITIONS APPEARING ON A PURCHASE ORDER, PROCUREMENT PORTAL, OR OTHER CUSTOMER ORDERING DOCUMENT, OR IN ANY CUSTOMER POLICY OR FORM (IN EACH CASE, WHETHER ONLINE OR OFFLINE), ARE REJECTED AND WILL HAVE NO FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN A WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF DATALAB.

1. Access to the Services; Subscription Plan; Authorized Users.
   1. Access to Services; Subscription Plan. “Subscription Plan” means the applicable description of the Services, features, usage limits, fees, billing frequency, use period, and related limitations selected by Customer on the Datalab pricing page at https://www.datalab.to/pricing (or otherwise on the Datalab website), or as set forth in an Order Form executed between Datalab and Customer, in each case describing Customer’s then-current subscription tier, permitted scope of use, term, and applicable fees. Subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth in the applicable Subscription Plan, in the Documentation, or in an Order Form executed between Datalab and Customer), Datalab grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Datalab product(s) and/or service(s) made available by Datalab to Customer (collectively, the “Service” or “Services”) during the applicable subscription term for the internal business purposes of Customer, only as provided herein and only in accordance with Datalab’s applicable official user documentation for such Service (the “Documentation”).
   2. Authorized Users. The Services may only be accessed and used by Customer’s employees, contractors, and other personnel authorized by Customer for its internal business purposes and, if applicable, only within the usage limits, seat limits, feature limitations, or similar restrictions set forth in the applicable Subscription Plan or as otherwise agreed in an Order Form executed between Datalab and Customer (collectively, “Authorized Users”). Customer is responsible and liable for all uses of the Service and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Service and shall cause Authorized Users to comply with such provisions.
   3. Support Services. Datalab will use commercially reasonable efforts to provide email-based support to Customer.
   4. API Keys. The Service may be provisioned through one or more Datalab-issued API keys (the “API Key”), as may be updated by Datalab from time to time. Customer must keep all API Keys strictly confidential, shall not embed or store API Keys in any publicly available code repositories or similar public locations, and shall promptly notify Datalab if it becomes aware of or suspects any unauthorized use or disclosure of any API Key so that Datalab may revoke or rotate such API Key. Except as expressly set forth in this Agreement, Customer shall not, and shall not permit any third party to, directly or indirectly: (i) use any API Key other than in connection with the Service, or (ii) allow any third party access to or use of any API Key.
   5. Open Source Software. Customer acknowledges and agrees that the Services, or a version thereof, may be available under the applicable open source licensing terms available at https://github.com/datalab-to (the “OSS Terms”). Notwithstanding anything to the contrary, the terms and conditions in this Agreement shall apply with respect to the Services licensed to Customer pursuant to this Agreement in lieu of the OSS Terms, and the OSS Terms shall not apply with respect to such licensed Services except as expressly stated by Datalab.
2. No Fee Access. If Customer is accessing or making use of any Service on a no-fee basis or trial basis as identified in the applicable Subscription Plan or otherwise on the Datalab website (the “No Fee Access” or “NFA”), Customer may use such Service during the applicable NFA period provided that, and notwithstanding anything to the contrary in this Agreement: (i) Customer’s access to and use of the NFA does not exceed the scope, limits, or other parameters described for such NFA, including any usage, feature, time, or seat limitations, in the applicable Subscription Plan or other Datalab materials describing the NFA; (ii) Customer acknowledges and agrees that the NFA is made available on an “as-is” basis without support, warranty, or indemnification of any kind, whether express, implied, statutory, or otherwise; (iii) subject in all cases to Section 9, including Section 9(d) (Data Use Controls), Datalab may use any Customer Data submitted or otherwise made available to Datalab in connection with the NFA to make improvements to Datalab products and services, including but not limited to improvements to models and the training of the same; (iv) Datalab may terminate any NFA at any time by providing notice of such termination or by suspending or preventing access to or use of such NFA, with or without cause; and (v) Datalab shall have no liability or obligation of any kind arising out of or related to any NFA, and any provisions in this Agreement relating to service levels, support commitments, credits, or other remedies shall not apply to any NFA.
3. Public Playground.
   1. Scope and Acceptance. The “Playground” is a publicly accessible interface located at https://www.datalab.to/playground/documents/new that allows any user (a “Playground User”) to upload and parse documents without creating an account or providing an email address. By checking the box indicating acceptance of the Playground Terms and submitting data to the Playground, the Playground User agrees to be bound by this Section and any other provisions of this Agreement incorporated herein (collectively, the “Playground Terms”). The Playground User’s submission of any data to the Playground constitutes acceptance of the Playground Terms.
   2. Playground Data License and Training Rights. All data, documents, and other materials submitted by a Playground User to the Playground (“Playground Data”) will be stored by Datalab. The Playground User hereby grants to Datalab a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use, reproduce, modify, create derivative works from, and otherwise exploit all Playground Data for any lawful purpose, including, without limitation, to train and improve Datalab models and Datalab products and services. The Playground User acknowledges and agrees that there is no opt-out mechanism for Playground Data, as no account or dashboard is associated with Playground use.
   3. No Personal Data or Protected Health Information. The Playground User represents, warrants, and covenants that it will not submit, upload, or otherwise include any Personal Data or protected health information (as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations) in any Playground Data. No Data Processing Agreement or Business Associate Agreement is in place for Playground use, and the Playground User is solely responsible for ensuring that all Playground Data is appropriately reviewed and filtered to exclude such information prior to submission.
   4. No Obligation to Maintain or Return Data. Datalab has no obligation to preserve, maintain, return, or delete any Playground Data. Playground Data may be retained indefinitely in Datalab’s sole discretion.
   5. Transition to Full Account. If a Playground User subsequently creates a Datalab account, the full terms of this Agreement will apply on a go-forward basis to data submitted after account creation. Playground Data submitted prior to account creation remains governed exclusively by the Playground Terms and is not retroactively covered by any opt-out or other rights available to Customers under this Agreement.
   6. Incorporated Provisions; Order of Precedence. The terms and conditions set forth in Sections 3(a) through 3(e) of these Playground Terms shall take precedence over any conflicting or inconsistent terms in the provisions incorporated by reference in this Section 3(f). Subject to the foregoing, the following Sections of this Agreement are incorporated by reference and apply to Playground Users and Playground Data, mutatis mutandis: Section 4 (Service Updates), Section 5 (Ownership; Feedback), Section 7 (Restrictions), Section 9 (Data; Personal Information; Data Use Rights), Section 10 (Outputs), Section 11 (Vendor Integrations), Section 12 (Third Party Terms), Section 14 (Indemnification), Section 15 (Limited Warranty; Disclaimer), Section 16 (Limitation of Liability), and Section 17 (Miscellaneous). For purposes of such incorporated provisions, references to “Customer” shall be deemed to refer to the Playground User, references to “Customer Data” shall be deemed to refer to Playground Data, and references to “Services” shall be deemed to include the Playground.
4. Service Updates. From time to time, Datalab 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 Datalab shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Datalab may make improvements and modifications to the Services at any time in its sole discretion; provided that Datalab shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes. Datalab does not have any obligation to maintain backward compatibility with any prior versions of the Services, any software development kits, or any integrations or features that Datalab may modify or deprecate from time to time.
5. Ownership; Feedback.
   1. Ownership. As between the parties, Datalab 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 Datalab for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. Without limiting the foregoing, as between the parties, Datalab retains all right, title, and interest in and to its models, algorithms, techniques, and know-how, including any improvements to the same, regardless of whether they are trained on, derived from, or otherwise informed by Customer Data, Training Data, Internal Use Data, or Improvement Data. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.
   2. Feedback. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Datalab with respect to the Service (“Feedback”). Datalab acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Notwithstanding anything else, Customer shall, and hereby does, grant to Datalab a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Datalab’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
6. Fees, Taxes, and Authorized Resellers.
   1. Fees and Invoicing Terms. Customer shall pay to Datalab the fees for the Services as set forth in the applicable Subscription Plan or as otherwise presented to Customer at the time of purchase, including any billing frequency and payment method stated therein (the “Fees”). Customer authorizes Datalab (and its third-party payment processors) to charge Customer’s designated payment method on a recurring basis in advance for the applicable subscription period and for any additional usage or overages, in each case as described in the applicable Subscription Plan or Order Form. Except as expressly set forth in this Agreement, all Fees are noncancellable and nonrefundable as to the then-current subscription period once charged. Datalab reserves the right to modify its fee structure at any time; provided that any fee increases will take effect at the start of the next billing cycle. If Datalab increases any recurring Fees applicable to Customer’s subscription, Datalab will provide Customer reasonable advance notice of the increase (including the increased amount and the date it will become effective). Any such increase will take effect at the start of Customer’s next billing cycle following the effective date stated in the notice. If Customer does not agree to the increase, Customer may cancel the subscription before the effective date, and Datalab will not charge the increased Fees.
   2. Customer shall provide accurate and up-to-date billing and contact information at all times. If Fees are not received by Datalab by the applicable due date, then without limiting Datalab’s other rights or remedies: (i) such overdue charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; and (ii) Datalab may condition future renewals, continued access to the Services, and/or future Subscription Plans on different payment terms, including shorter billing cycles, upfront payment, or suspension until payment.
   3. Taxes. Any and all payments made by Customer in accordance with this Agreement are exclusive of any taxes that might be assessed by any jurisdiction. Customer shall pay or reimburse Datalab for all value-added, sales, use, property, and similar taxes; all customs duties, import fees, stamp duties, license fees and similar charges; and all other mandatory payments to government agencies of whatever kind, except taxes imposed on the net or gross income of Datalab. All amounts payable to Datalab under this Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings or duties of any nature which may be levied or imposed, including without limitation value-added tax, customs duty and withholding tax. To the extent Customer is required by the local taxing authority to withhold value-added tax or a similar withholding tax, Customer agrees to true up Fees payable to Datalab so that Datalab receives the full amount it would have received in the absence of such withholding.
   4. Authorized Resellers. Customer may purchase subscriptions to the Services through a third party that Datalab has authorized in writing to resell subscriptions to the Services (an “Authorized Reseller”). Subscriptions resold to Customer by an Authorized Reseller (each a “Resale Transaction”) are subject to the terms and conditions of this Agreement, including all limitations and restrictions on use, except that Section 5(a) and Section 5(b) do not apply to amounts owed by Customer to the Authorized Reseller. Customer will pay the Authorized Reseller the applicable fees according to the payment terms, refund rights, if any, and associated commercial terms agreed between Customer and the corresponding Authorized Reseller, and Customer acknowledges that Datalab is not responsible for any acts or omissions of any Authorized Reseller.
7. Restrictions. Except as expressly set forth in this Agreement, Customer shall not, and shall not permit any third party to, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service, including but not limited to use of the Services to train a machine learning model to attempt to discover any of the same, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party except as expressly permitted by Datalab in writing; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Datalab product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (viii) bypass any measures Datalab may use to prevent or restrict access to the Service or other accounts, computer systems or networks connected to the Service; or (ix) access or use the Service in excess of the scope of the subscription, usage, seat, feature, or other limitations applicable to Customer’s selected Subscription Plan or applicable Order Form. Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data onto the Service. Customer (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service, including those related to data privacy, international communications, export laws and the transmission of technical or personal data, and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.
8. Confidential Information. From time to time during the Term, either party may disclose or make available to the other party nonpublic information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively, “Confidential Information”). For the avoidance of doubt, Datalab’s Confidential Information includes without limitation the Services, any pricing or fee information, any product roadmap information, and any benchmarking, testing, or evaluation results relating to the Services. Confidential Information does not include information that, at the time of disclosure: (i) is generally available to the public; (ii) is known to the receiving party at the time of disclosure without restriction; (iii) is rightfully obtained by the receiving party on a non-confidential basis from a third party; or (iv) is independently developed by the receiving party without access to or use of the Confidential Information. As the receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to any person or entity, except to the receiving party’s employees, consultants, agents or representatives who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and (b) only use Confidential Information to fulfill its obligations and exercise its rights under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order, or (y) to establish a party’s rights under this Agreement, including to make required court filings. Datalab may share this Agreement, along with related information, with potential investors, acquirers, or financing parties solely for the purpose of bona fide due diligence in connection with a financing, merger, or acquisition, provided such parties are bound to non-use and non-disclosure obligations no less restrictive than those in this Agreement. On the expiration or termination of the Agreement, the receiving party will promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed; provided that the receiving party may retain copies of Confidential Information (i) to the extent required by applicable law or regulation, or (ii) that are maintained in its standard automated backup systems, in each case subject to the confidentiality obligations set forth in this Agreement for so long as such retained Confidential Information is held. Each party’s obligations with regard to Confidential Information are effective as of the date Customer accepts this Agreement and will expire five (5) years from the date such Confidential Information is first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret, such obligations will survive for as long as such Confidential Information remains subject to trade secret protection under applicable law.
9. Data; Personal Information; Data Use Rights.
   1. Customer Data. For purposes of this Agreement, “Customer Data” means any data, information, digital documents, or other material provided, uploaded, or submitted by or on behalf of Customer to the Services. Customer shall retain all right, title, and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Datalab, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Datalab as contemplated hereunder, in each case without any infringement, violation, or misappropriation of any third-party rights, including without limitation intellectual property rights and rights of privacy.
   2. Personal Data; Data Processing Agreement; Business Associate Agreement. Customer acknowledges and agrees that (i) the exchange of personal information subject to applicable data protection and privacy laws and regulations (“Personal Data”) is not required for Customer to make use of the Services, (ii) Customer will not transfer to or otherwise make any Personal Data available to the Services or to Datalab unless and until Customer and Datalab have entered into a separate Datalab Data Processing Agreement (the “DPA”), and (iii) Customer will not transfer to or otherwise make any protected health information, as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("PHI"), available to the Services or to Datalab unless and until Customer and Datalab have entered into a separate Datalab Business Associate Agreement (the "BAA"). In the absence of a DPA, Customer represents, warrants, and covenants that it will not submit, upload, or otherwise include any Personal Data in any Customer Data provided to Datalab in connection with the Services and is solely responsible for ensuring that all Customer Data is appropriately reviewed and filtered to exclude Personal Data prior to submission. In the absence of a BAA, Customer represents, warrants, and covenants that it will not submit, upload, or otherwise include any PHI in any Customer Data provided to Datalab in connection with the Services and is solely responsible for ensuring that all Customer Data is appropriately reviewed and filtered to exclude PHI prior to submission. To the extent Customer and Datalab have executed a DPA, the terms of such DPA shall govern Datalab's processing of Personal Data in connection with the Services, and in the event of any conflict between this Agreement and the DPA with respect to such processing, the DPA shall control. To the extent Customer and Datalab have executed a BAA, the terms of such BAA shall govern Datalab's use and disclosure of PHI in connection with the Services, and in the event of any conflict between this Agreement and the BAA with respect to such use and disclosure, the BAA shall control.
   3. Data Use Rights. Customer acknowledges and agrees to the data use rights set forth herein.
      1. Training Data. “Training Data” means data used to train Datalab models. Training Data includes, but is not limited to, outputs resulting from Customer’s use of Datalab products and services; inputs, prompts, and other requests submitted to Datalab products and services; and information and data regarding files and other content uploaded into Datalab products and services. Subject to Section 9(b) and Section 9(d), Datalab may use Training Data for any lawful purpose, including, without limitation, to train and improve Datalab models and Datalab products and services.
      2. Internal Use Data. “Internal Use Data” means data used for internal purposes, such as testing, quality assurance, monitoring, analytics, security, and operations. Internal Use Data includes, but is not limited to, data regarding the performance, stability, and operation of Datalab products and services, and Customer’s configuration and technical interaction with the Services. Subject to Section 9(b) and Section 9(d), Datalab may freely use Internal Use Data to improve the performance, security, and operation of Datalab products and services.
      3. Improvement Data. “Improvement Data” means data used to make improvements to Datalab products and services, such as new features, functionality, workflows, and user experience enhancements. Improvement Data includes, but is not limited to, data related to Customer’s use of Datalab products and services. Subject to Section 9(b), Datalab may freely use Improvement Data to make improvements to and add new features and functions to Datalab products and services.
      4. Aggregated / De-Identified Data. Datalab may create aggregated, de-identified, or anonymized data from Customer Data and other data described in this Section 9, provided that such data does not identify Customer or any individual. Datalab may use and disclose such aggregated, de-identified, or anonymized data for any lawful purposes, including to improve its products and services and for analytics and benchmarking.
   4. Data Use Controls. By default, Datalab does not use Training Data or Internal Use Data for model training or improvement purposes that are not strictly necessary for providing, securing, or operating the Services. Customer may enable such use, and may later disable it, through the Datalab dashboard. Following Datalab’s processing of such opt-out request, Datalab will cease using Training Data and Internal Use Data associated with Customer’s account for such optional training and improvement purposes on a go-forward basis. For clarity, Datalab may continue to use data as reasonably necessary to provide, operate, maintain, secure, and support the Services, and the opt-out does not affect Datalab’s rights with respect to any data that has already been aggregated, anonymized, or de-identified such that it no longer reasonably identifies Customer or any Authorized User.
   5. Policy Updates. Datalab may update its data use practices and any related data use or privacy policies from time to time. To the extent any such policy is expressly incorporated by reference into this Agreement, the updated policy will apply prospectively from the date Datalab provides notice of such update or posts the updated policy, as specified therein. Continued access to or use of the Services after such effective date constitutes Customer’s acceptance of the updated policy. If Customer does not agree to an updated policy, Customer must stop using the Services.
10. Outputs.
    1. Output Restrictions. The Service processes Customer Data submitted according to the parameters set by Customer and provides Customer with the requested results (the “Outputs”). As between the parties, Customer retains all right, title, and interest in and to the Outputs to the extent derived from Customer Data, subject to Datalab's underlying intellectual property rights and the restrictions set forth herein. Customer acknowledges and agrees that (i) Output may be used by Customer solely for Customer’s internal use, (ii) Customer may not distribute or otherwise allow any third party to access or use Output, and (iii) Customer may not use Output (A) to train or improve any third-party model, system, or product or (B) in connection with any third-party model, system, or product; provided, however, Customer may use Output to train or improve its own internal independently developed models, provided such models are not competitive with Datalab’s products or services, including without limitation those related to optical character recognition (OCR), document intelligence, or similar data extraction technologies.
    2. Use of Outputs. Customer is solely responsible for selecting the analysis and reporting parameters used in the Service and may need to modify these selections to obtain the results or information that Customer is attempting to receive. Datalab does not control what Customer Data is submitted by Customer to the Service, what parameters are adjusted by Customer, or how Customer interprets any Outputs. Outputs are generated automatically by the Services using optical character recognition (OCR) and artificial intelligence technologies and are not reviewed by any Datalab representative for accuracy, applicability, or completeness for a particular user or organization. Customer acknowledges that Outputs may contain errors, inaccuracies, or omissions and must independently verify all Outputs before relying on them for any purpose. Customer is solely responsible for all effects, uses, and impacts of any Outputs, including without limitation all uses of and changes to Customer’s business activities. Customer’s use of the Outputs will be at Customer’s sole responsibility, and neither Datalab nor any third-party model provider will be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, in connection with the use of the Customer Data or the Outputs. The Service and the Outputs do not constitute legal, financial, medical, or other professional advice, and Customer is solely responsible for determining whether any Output is appropriate or sufficient for its purposes, including after obtaining advice from qualified professionals where appropriate. Customer shall not use the Service or any Outputs in connection with any high-risk activities or systems where the failure of the Service or any Output could reasonably be expected to result in death, personal injury, or severe physical or environmental damage, without implementing appropriate safeguards and human review.
11. Vendor Integrations. Customer acknowledges and agrees that (i) the Service may integrate with, connect to, or otherwise use platforms, products or services operated or provided by third parties (“Vendor Integrations”), including via use of application programming interfaces provided by such Vendor Integrations, (ii) the availability and operation of the Service or certain portions thereof may be dependent on Datalab’s ability to access such Vendor Integrations, and (iii) Customer’s failure to provide adequate access or any retraction of permissions relating to such Vendor Integrations may result in a suspension or interruption of the Service. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Vendor Integrations that it integrates with the Service, and Customer shall indemnify, defend and hold harmless Datalab and its affiliates and each of their respective employees, contractors, directors, suppliers and representatives from all losses, liabilities, and expenses paid or payable to an unaffiliated third party, including reasonable attorneys’ fees, arising out of Customer’s use of any Vendor Integrations in connection with or through the Service. Customer is solely responsible for procuring any and all rights necessary for it to access Vendor Integrations, including any Customer Data or other information relating thereto, and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third-party provider is solely between Customer and such third-party provider and is governed by such third party’s terms and conditions. Datalab cannot and does not guarantee that the Service shall incorporate, or continue to incorporate, any particular Vendor Integrations and does not make any representations or warranties with respect to Vendor Integrations.
12. Third Party Terms. Customer acknowledges and agrees that: (i) the Service may incorporate certain technology, information, data, and materials from third party providers (collectively, “Third Party Services”); (ii) without limiting any rights that Customer may have under any separate agreement between Customer and any provider of a Third Party Service, Third Party Services may only be used in conjunction with the Service; and (iii) Customer’s use of the Third Party Services hereunder shall be subject to the applicable third-party terms and conditions, as they may be modified from time to time by Datalab and/or its third-party licensors or suppliers at any time (collectively, the “Third Party Terms”), and which are incorporated into this Agreement by reference. Customer is responsible for checking the applicable third-party site for updates. Any use by Customer of the Services following a change to the Third Party Terms shall constitute acceptance of such change. Datalab cannot and does not guarantee that the Service shall incorporate, or continue to incorporate, any particular Third Party Services, and does not make any representations or warranties with respect to Third Party Services or any third-party providers.
13. Term; Termination.
    1. Term. This Agreement shall commence on the date Customer first accepts it or first accesses or uses the Services, whichever occurs earlier, and unless terminated earlier in accordance with this Section, will continue until the last day of the subscription period specified in the applicable Subscription Plan or, if different, in an Order Form executed between Datalab and Customer (the “Term”). Unless otherwise specified in the applicable Subscription Plan or Order Form, the Term will automatically renew at the end of the then-current subscription period for successive renewal terms of equal length (each, a “Renewal Term”), unless either party provides the other with notice of non-renewal in accordance with this Agreement at least thirty (30) days prior to the end of the then-current subscription period. Customer acknowledges and agrees that each Renewal Term will be subject to Datalab’s then-current standard rates for the applicable Subscription Plan, unless otherwise expressly specified in the applicable Subscription Plan or Order Form.
    2. Termination. This Agreement and Customer’s access to the Services hereunder may be terminated: (i) by either party if the other party has materially breached this Agreement and, where such breach is curable, has not cured such breach within thirty (30) calendar days after receiving notice describing the breach in reasonable detail, or immediately upon notice if the breach is not curable; or (ii) by Datalab upon notice to Customer if Customer (A) has made or attempted to make any assignment for the benefit of its creditors or any composition with creditors, (B) has any action or proceeding under any bankruptcy or insolvency laws taken by or against it which has not been dismissed within sixty (60) days, (C) has effected a compulsory or voluntary liquidation or dissolution, or (D) has undergone the occurrence of any event analogous to any of the foregoing under the law of any jurisdiction. In addition, Datalab may terminate this Agreement or suspend or discontinue Customer’s access to the Services at any time as otherwise expressly permitted under this Agreement.
    3. Effect of Termination. Upon any expiration or termination of this Agreement, Customer shall (i) immediately cease all access to and use of the Services, and (ii) promptly delete or destroy, or at Datalab’s request return, all Datalab Confidential Information and any other materials and information provided by Datalab under this Agreement. Any termination or expiration shall not relieve Customer of its obligation to pay all Fees accruing prior to the effective date of termination, and, to the extent permitted by applicable law, any Fees committed for the remainder of the then-current subscription period. If this Agreement is terminated by Datalab due to Customer’s uncured material breach, Customer shall remain responsible for paying all Fees specified in the applicable Subscription Plan(s) and any active Order Form(s) for the remainder of the then-current subscription term. Any export or retrieval of Customer Data following expiration or termination shall be subject to any export tools or functionality made available by Datalab in the Services and to Datalab’s then-current data retention practices as described in its Documentation
    4. Survival. Sections of this Agreement that by their nature should survive expiration or termination shall survive, including without limitation those relating to payment obligations, ownership, confidentiality, data use, restrictions, disclaimers, indemnification, limitations of liability, and miscellaneous terms.
14. Indemnification. Customer shall defend, indemnify, and hold harmless Datalab, its affiliates, and each of their respective employees, contractors, directors, suppliers and representatives from all losses, liabilities, and expenses paid or payable to a third party, including reasonable attorneys’ fees, that arise from or relate to any claim by such third party that (i) the Customer Data, (ii) Customer’s or any Authorized User’s access to or use of the Service or any Output, (iii) Customer’s breach of this Agreement or violation of applicable law, or (iv) Customer’s violation of any third-party intellectual property, proprietary, privacy, or other right, infringes, violates, or misappropriates such third party’s rights.
15. Limited Warranty; Disclaimer.
    1. Limited Warranty. Datalab represents and warrants that the Services, when used by Customer in strict accordance with the provisions of this Agreement and in compliance with the applicable Documentation, will perform, in all material respects, the functions described in the Documentation during the Term (the “Warranty Period”). Customer shall report to Datalab any breach of the warranties set forth in this Section in writing within ten (10) days of discovery during the Warranty Period using the contact information or support channels made available by Datalab for legal notices or support requests, as applicable, and failure to provide timely notice shall waive Customer's right to claim such breach. In the event of a breach of warranty by Datalab under this Agreement, Customer’s sole and exclusive remedy, and Datalab’s entire liability, shall be, at Datalab's sole option, either (a) prompt correction of any material non-conformance with the warranty in this Section, or (b) termination of Customer's access to the non-conforming portion of the Services and a pro-rata refund of any prepaid Fees attributable thereto for the period following such termination. No warranty by Datalab shall apply where the defect or error in the Services is caused by: (i) any use of the Services not in strict conformity with this Agreement or the Documentation; (ii) any repair, modification, or configuration of the Services not performed or expressly authorized by Datalab; (iii) Customer Data or any third-party hardware, software, systems, or data that are not provided by Datalab; or (iv) any force majeure event or cause beyond Datalab's reasonable control.
    2. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND 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.
16. Limitation of Liability.
    1. IN NO EVENT SHALL DATALAB BE LIABLE IN AN ACTION UNDER TORT, CONTRACT, WARRANTY OR OTHERWISE FOR ANY: (I) SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT OR THE OPERATION OR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES OR LOSSES ARISING FROM (1) LOSS OF BUSINESS, PROFIT OR REVENUES, (2) LOSS OF DATA, PROGRAMMING OR CONTENT, (3) FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, (4) SUBSTITUTE PROCUREMENT, OR (5) DAMAGE TO EQUIPMENT, INCURRED BY CUSTOMER OR ANY THIRD PARTY, EVEN IF DATALAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR IF SUCH DAMAGES OR LOSSES ARE FORESEEABLE; OR (II) DAMAGES OR LOSSES, REGARDLESS OF THEIR NATURE, FOR ANY DELAY OR FAILURE BY DATALAB TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND DATALAB’S REASONABLE CONTROL.
    2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL DATALAB’S TOTAL LIABILITY EXCEED, IN THE AGGREGATE, THE FEES PAID BY CUSTOMER TO DATALAB UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED, HOWEVER, THAT IF THE CLAIM ARISES DURING A NO FEE ACCESS PERIOD OR BEFORE CUSTOMER HAS PAID ANY FEES, DATALAB’S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).
17. Miscellaneous.
    1. Entire Agreement; Order of Precedence. This Agreement, together with any applicable Order Form and any policies or terms expressly incorporated by reference herein, represents the entire agreement between Customer and Datalab with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals, whether oral, written or electronic, between Customer and Datalab with respect thereto. In the event of any conflict or inconsistency between the following documents, the order of precedence shall be: (i) an applicable Order Form, solely with respect to the Services covered by that Order Form; (ii) the applicable Subscription Plan or pricing page as of the effective date of the applicable subscription term; (iii) this Agreement; and (iv) any Documentation or policies that are incorporated by reference into this Agreement. In the event of any conflict between this Agreement and any pricing page, policy, or Documentation, this Agreement shall control unless the applicable policy or pricing terms expressly state that they supersede this Agreement with respect to their subject matter.
    2. Amendment. Datalab may modify this Agreement from time to time by posting an updated version or otherwise making it available through the Service. Except as otherwise expressly stated by Datalab, modifications will become effective (i) for month-to-month or shorter subscription terms, at the beginning of the next monthly renewal period that starts at least thirty (30) days after the date the updated Agreement is first posted or presented to Customer, and (ii) for longer subscription terms, at the beginning of the next Renewal Term. Datalab may also ask Customer to affirmatively accept an updated Agreement, in which case the updated Agreement will become effective upon Customer’s acceptance. If Customer does not agree to the modified Agreement, Customer must stop using the Service at or before the end of the then-current subscription term.
    3. Export Control and Sanctions. Customer represents and warrants that it is not (i) located in, organized under the laws of, or ordinarily resident in any country or territory that is subject to comprehensive U.S. sanctions, or (ii) listed on, or owned or controlled by any person listed on, any U.S. Government list of restricted parties. Customer shall not permit access to or use of the Services in violation of any applicable export control, sanctions, or similar laws, including by any person or entity located in, or organized under the laws of, any such country or territory, or by any person or entity on any such restricted-party list.
    4. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules. The state and federal courts located in New York, New York shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and Customer consents to such jurisdiction and venue. In any action or proceeding to enforce rights under this Agreement, Datalab shall be entitled to seek recovery of its costs and attorneys’ fees to the extent permitted by applicable law.
    5. Notices. Datalab may provide any notices under this Agreement by posting a notice through the Service, sending a notice to the email address associated with Customer’s account, or by any other reasonable means. Customer shall provide any notices under this Agreement to Datalab through the contact method designated by Datalab for legal notices. Notices will be deemed given when sent or posted.
    6. Severability; No Waiver. 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, and the remaining provisions of this Agreement will remain in full force and effect. Datalab’s failure to act with respect to a breach of this Agreement shall not constitute a waiver and shall not limit Datalab’s rights with respect to such breach or any subsequent breaches.
    7. Force Majeure. Except for Customer’s 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 or similar attacks, internet failure, acts of God and the public enemy, 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, civil or military, including the orders and judgments of courts.
    8. Assignment. Customer shall not transfer or assign this Agreement or any of its rights or obligations hereunder to any other person or entity, whether by written agreement, merger, change of control, operation of law or otherwise, without the prior written consent of Datalab. Any purported assignment or transfer by Customer without Datalab’s prior written consent shall be void. Datalab may freely assign this Agreement, or delegate obligations, including to subcontractors, under this Agreement, without Customer’s consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
    9. Publicity. Customer authorizes Datalab to (a) refer to Customer as a Datalab customer and a user of Datalab’s products and services in Datalab’s marketing materials, including but not limited to press releases, presentations, Datalab’s website and related materials and methods; (b) publish and otherwise publicly disclose Customer’s statements and testimonials regarding Customer’s use of Datalab’s products and services; and (c) use Customer’s logo in connection with the activities listed in this Section. Customer may request that Datalab cease any new public use of Customer’s name or logo by providing reasonable written notice, in which case Datalab will comply on a go-forward basis (for clarity, Datalab shall not be required to remove or modify any historical use in already-produced or archived materials).
    10. Independent Contractors. 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.
    11. U.S. Government End Users. The Services, software, Documentation, and any related items are “commercial products,” “commercial items,” “commercial computer software,” and/or “commercial computer software documentation” as defined in the Federal Acquisition Regulation (“FAR”) and applicable agency supplements. Use, duplication, reproduction, release, modification, disclosure, or transfer of the foregoing by or on behalf of the U.S. Government is permitted only (a) as expressly provided in this Agreement, and (b) in accordance with FAR 12.211, FAR 12.212, DFARS 227.7202, and other applicable acquisition regulations, as in effect from time to time. All other use is prohibited. Manufacturer is Endless Labs, Inc. dba Datalab.