Vosaic SaaS Agreement

LAST UPDATED: October 5, 2026

This SOFTWARE SUBSCRIPTION AGREEMENT (“Agreement” or “SaaS Agreement”) is entered into by and between Nelnet Business Solutions, Inc. d/b/a Vosaic, a Nebraska limited liability company with offices at 121 S. 13th Street, Suite 100, Lincoln, Nebraska, 68508 (“Vosaic” or “Company”) and the customer identified on the applicable Vosaic Subscription Confirmation form that references this Agreement (each, an “Order Form,” and such customer, the “Customer”). This Agreement is incorporated by reference into, and governs, each Order Form; the effective date specified in the applicable Order Form is the “Effective Date” for that Order Form. Any capitalized term used herein shall have the meaning given it in the Standard Terms and Conditions below.

This Agreement sets forth the general terms and conditions under which Vosaic agrees to provide the SaaS Services, including access to the Software, and any related products and services, to Customer and its designated Users. Customer’s purchase of SaaS Services is made pursuant to an Order Form executed by both parties describing the specific SaaS Services being purchased. Each Order Form executed by the parties incorporates, and is governed by, the terms and conditions of this Agreement.

By executing an Order Form, Customer agrees to be bound by the terms and conditions of this Agreement, including any exhibits referenced in the applicable Order Form.

STANDARD TERMS AND CONDITIONS

1. DEFINITIONS. In addition to terms defined elsewhere in the text of this Agreement, the following terms are defined as follows:
   1. “Administrator” means each User designated by Customer to serve as technical administrator of the SaaS Services on Customer’s behalf.
   2. “AI Vendor” means a third party engaged by Vosaic to provide AI functionality used by the Services.
   3. “Customer Data” means all data and materials provided by Customer to Vosaic for use in connection with the SaaS Services, including, without limitation, customer applications, data files, videos and graphics.
   4. “Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by Vosaic to Customer regarding the use or operation of the SaaS Services.
   5. “Educator” means each User designated by Customer or its Administrators to have the permissions associated with the Educator role.
   6. “Free User” or “Viewer” means each User designated by Customer, its Administrators, and/or its Educators to have the permissions associated with the Viewer role, including the ability to watch and annotate Customer Data shared via the Services.
   7. “Host” means Amazon Web Services (AWS).
   8. “Learner” means each User designated by Customer, its Administrators, and/or its Educators to have the permissions associated with the Learner role.
   9. “Maintenance Services” means the support and maintenance services provided by Vosaic to Customer pursuant to this SaaS Agreement.
   10. “Other Services” means all technical and non-technical services performed or delivered by Vosaic under this SaaS Agreement, including, without limitation, implementation services, consulting and other professional services, and training and education services, but excluding the SaaS Services and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in a Schedule and mutually agreed to by the parties. All Other Services will be provided on a non-work for hire basis.
   11. “Paid User” means each User who has permissions to upload Customer Data to Vosaic, which may include, without limitation, the Administrator, Educator, and Learner.
   12. “Personal Data” has the meaning given to “Personal Information” in the DPA. For purposes of this SaaS Agreement, the terms “Personal Data” and “Personal Information” are used interchangeably and have the same meaning.
   13. “Software” means the cloud-based version of any software to which Customer is provided access as part of the SaaS Services, including any updates or new versions, and any iOS applications made available to Customer.
   14. “SaaS Services” refer to the specific internet-accessible services identified in an Order Form that provides use of the necessary Software, hardware and utilities hosted by Vosaic or its services provider and made available to Customer over a network on a term-use basis.
   15. “Services” shall mean the SaaS Services and Maintenance Services together with any applicable Other Services.
   16. “Service Outputs” means transcripts, summaries, analytics, detections, or other results produced by the Services from processing Customer Data.
   17. “Subscription Term” shall mean that period specified in an Order Form during which Customer will have on-line access and use of the Software through Vosaic’s SaaS Services.
   18. “Train” or “Training” means using data to develop, tune, or otherwise modify the parameters, weights, or embeddings of an AI or machine‑learning model (including fine‑tuning and continual learning) for use beyond ephemeral inference for a given request or session. “Training” excludes: ephemeral inference to generate Service Outputs, automated safety/abuse filtering, and non‑learning processing necessary to operate, secure, or support the Services.
   19. “User” means an individual to whom Customer, any of its Administrator, and/or any of its Educators has granted access to use the Services on Customer’s behalf, regardless of whether the User actually accesses the Software. Users may be Customer’s employees, consultants, independent contractors, agents, or other authorized persons.
2. SAAS SERVICES USE AND RESTRICTIONS.
   1. Use Rights. During the Term and subject to the terms and conditions of this Agreement, Vosaic hereby grants to Customer a nonexclusive, non-transferable, non-sublicensable worldwide right to permit Customer’s Users to access and use the SaaS Services for Customer’s internal business purposes in accordance with the Documentation and limitations as set forth herein. The use right in the preceding sentence is limited to use by the number of Users for which Customer has actually paid, in addition to the number of Free Users permitted under the applicable Order Form. Customer may increase the number of Paid Users during the term of this Agreement and any such increase will be agreed upon in writing by the parties. Said use rights are non-transferable, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee that executes Vosaic’s form of agreement, including agreeing to be bound by all of the terms and conditions of this Agreement. All rights in and to the SaaS Services not expressly granted herein are reserved to Vosaic.
   2. License and Use Restrictions. Customer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than authorized Users, (iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, Vosaic shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer hereby assigns all right, title and interest it may have in the foregoing to Vosaic.
   3. Subscription Service. Customer acknowledges that this Agreement is a services agreement and Vosaic will not be delivering copies of the Software to Customer as part of the SaaS Services.
3. CUSTOMER RESPONSIBILITIES
   1. Administrator and Educator; User Access. Customer shall designate one or more Administrators and Educators. Administrators and Educators shall be responsible for managing User access, including adding and removing Users and performing other tasks associated with the Administrator or Educator role. The Administrators and Educators shall ensure that multiple Users do not share a password or username. Customer acknowledges and agrees that it is prohibited from sharing passwords and/or usernames with unauthorized users. Customer shall be solely responsible for the acts and omissions of its Administrators, Educators, and its Users. Vosaic shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrators or Educators.
   2. Assistance. Customer shall provide commercially reasonable information and assistance to Vosaic to enable Vosaic to deliver the Services. Upon request from Vosaic, Customer shall promptly deliver Customer Data to Vosaic in an electronic file format specified and accessible by Vosaic. Customer acknowledges that Vosaic’s ability to deliver the Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.
   3. Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Vosaic exercises no control over the content of the information transmitted by Customer or Users through the Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
   4. Unauthorized Use; False Information. Customer shall: (a) notify Vosaic immediately of any unauthorized use of any password or user ID or any other known or suspected breach of security, (b) report to Vosaic immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer or any User, and (c) not provide false identity information to gain access to or use the Services.
   5. Customer Input. Customer is solely responsible for collecting, inputting and updating all Customer Data stored on the Host, and for ensuring that the Customer Data does not include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or contain anything that is obscene, defamatory, harassing, offensive or malicious.
   6. License from Customer. Subject to the terms and conditions of this SaaS Agreement, Customer hereby grants to Vosaic a limited, non-exclusive and non-transferable right and license, to copy, store, configure, perform, display and transmit Customer Data solely as necessary to improve and provide the SaaS Services to Customer.
   7. Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Data. Vosaic or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. Third party technology that may be appropriate or necessary for use with some Vosaic programs is specified in the program Documentation or ordering document as applicable. Customer’s right to use such third party technology is governed by the terms of the third party technology license agreement specified by Vosaic and not under this Agreement.
   8. Suggestions. Vosaic shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the SaaS Services.
4. ORDERS AND PAYMENT
   1. Orders. Customer shall order Services pursuant to an Order Form. All services acquired by Customer shall be governed exclusively by this SaaS Agreement and the applicable Order Form. In the event of a conflict between the terms of an Order Form and this SaaS Agreement, the terms of the Order Form shall control.
   2. Invoicing and Payment. Unless otherwise provided in the applicable Order Form, Vosaic shall invoice Customer for all fees on the Order Form effective date. Customer shall pay all invoices within 30 days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in United States Dollars and must be paid by Customer to Vosaic in United States Dollars. Any amounts not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law; whichever is less, from the due date until paid.
   3. Expenses. Customer will reimburse Vosaic for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. Vosaic shall notify Customer prior to incurring any such expense. Vosaic shall comply with Customer’s travel and expense policy if made available to Vosaic prior to the required travel.
   4. Taxes. Fees exclude, and Customer will make all payments of the fees to Vosaic free and clear of, all applicable sales, use, value added (VAT) and other taxes and all applicable export and import fees, customs duties and similar charges. Customer will be responsible for, and will indemnify and hold Vosaic harmless from, payment of all such taxes (other than taxes based on Vosaic’s net income), fees, duties, and charges, and any related penalties and interest arising from the payment of the Fees or the delivery or license of the Software to Customer.
5. TERM AND TERMINATION
   1. Term of SaaS Agreement; Renewal. The term of this SaaS Agreement shall begin on the Effective Date and shall continue for the period specified in the Order Form, unless earlier terminated by either party as outlined in this Section 5. Unless the applicable Order Form provides otherwise, at the end of the initial term and of each renewal term this SaaS Agreement and each then-current Order Form will automatically renew for a successive renewal term of the same length as the then-current term and at the same subscription level, unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current term. Vosaic may adjust the fees applicable to a renewal term by giving Customer written notice at least forty-five (45) days before the end of the then-current term, and the adjusted fees will apply for that renewal term. Renewal fees are invoiced and payable in accordance with Section 4.2, and Vosaic may suspend the SaaS Services in accordance with Section 5.3 if renewal fees are not timely paid.
   2. Termination. Subject to Section 5.5 below, either party may terminate this Agreement for convenience upon providing to the other party at least ninety (90) days’ prior written notice of its intent to terminate. Either party may terminate this SaaS Agreement and any applicable Statements of Work immediately if the other party breaches any material provision of the Agreement or an Order Form and does not cure such breach within thirty (30) days after receipt of written notice of such breach.
   3. Suspension for Non-Payment. Vosaic reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any amounts due to Vosaic under this SaaS Agreement, but only after Vosaic notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the SaaS Services shall not release Customer of its payment obligations under this SaaS Agreement. Customer agrees that Vosaic shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s nonpayment.
   4. Suspension for Ongoing Harm. Vosaic reserves the right to suspend delivery of the SaaS Services if Vosaic reasonably concludes that Customer or a User’s use of the SaaS Services is causing immediate and ongoing harm to Vosaic or others. In the extraordinary case that Vosaic must suspend delivery of the SaaS Services, Vosaic shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. Vosaic shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 5.4. Nothing in this Section 5.4 will limit Vosaic’s rights under Section 5.5 below.
6. Effect of Termination.
   1. Upon termination of this SaaS Agreement or expiration of the Subscription Term, Vosaic shall immediately cease providing the SaaS Services and all usage rights granted under this SaaS Agreement shall terminate.
   2. If Vosaic terminates this SaaS Agreement due to a breach by Customer, then Customer shall promptly pay to Vosaic all amounts then due under this SaaS Agreement and to become due during the remaining term of this SaaS Agreement, but for such termination. If Customer terminates this SaaS Agreement due to a breach by Vosaic, then Vosaic shall promptly repay to Customer all pre-paid amounts for any unperformed SaaS Services scheduled to be delivered after the termination date.
   3. Upon termination of this SaaS Agreement and upon subsequent written request by the disclosing party within thirty (30) days of such termination, the Receiving Party (defined below) shall promptly return such information or destroy such information and provide written certification of such destruction, provided that the Receiving Party shall be permitted to retain an archival copy of such information in to comply with the Receiving Party’s internal record retention guidelines and applicable law.
7. [RESERVED]
8. WARRANTIES
   1. VOSAIC WARRANTS THAT THE SAAS SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. VOSAIC DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT VOSAIC WILL CORRECT ALL SAAS SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT VOSAIC DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION 7 SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY VOSAIC (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER VOSAIC NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL VOSAIC OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.
9. LIMITATIONS OF LIABILITY
   1. NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF VOSAIC) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS SAAS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under the Sections entitled “SAAS SERVICES USE AND RestrictionS,” “Confidentiality”, OR “INVOICING AND PAYMENT.”
10. INDEMNIFICATION
    1. Indemnification by Vosaic. Subject to the above limitations on liability, if a third party makes a claim against Customer that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, Vosaic shall defend Customer and its directors, officers and employees against the claim at Vosaic’s expense and Vosaic shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Vosaic, to the extent arising from the claim. Vosaic shall have no liability for any claim based on (a) the Customer Data, (b) modification of the SaaS Services not authorized by Vosaic, or (c) use of the SaaS Services other than in accordance with the Documentation and this SaaS Agreement. Vosaic may, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to periods of the Subscription Term following the termination date.
    2. Indemnification by Customer. If a third party makes a claim against Vosaic that the Customer Data infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend Vosaic and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.
    3. Conditions for Indemnification. A party seeking indemnification under this Section 9 shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.
11. CONFIDENTIALITY
    1. Definition. Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). Any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party will be considered Confidential Information of the Disclosing Party. The Software, including without limitation any routines, subroutines, directories, tools, programs, or any other technology included therein, shall be considered Vosaic’s Confidential Information. Subject to the display of Customer Data as contemplated by this SaaS Agreement, Customer Data is deemed Confidential Information of Customer. Vosaic Software and Documentation are deemed Confidential Information of Vosaic.
    2. Confidentiality. During the term of this SaaS Agreement and for three (3) years thereafter (perpetually in the case of Software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the Receiving Party.
    3. Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the Receiving Party, (b) is known to the Receiving Party, without restriction, at the time of disclosure or becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party not bound by confidentiality obligations to the Disclosing Party, or (c) is independently developed by the Receiving Party without use of the Confidential Information as demonstrated by the written records of the Receiving Party. The Receiving Party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the Receiving Party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.
12. GENERAL PROVISIONS
    1. Non-Exclusive Service. Customer acknowledges that the SaaS Services are provided on a non-exclusive basis.
    2. Nothing shall be deemed to prevent or restrict Vosaic’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties.
    3. Personal Data. Vosaic’s Processing of Personal Data on behalf of Customer in connection with the Services, and each party’s related obligations, are governed exclusively by the DPA incorporated under Section 11.4.
    4. Vosaic Privacy Statement. Vosaic’s Privacy Statement, available at https://vosaic.com/page/vosaic-privacy-statement, describes Vosaic’s processing of personal information for which Vosaic acts as a controller. Vosaic’s Processing of Personal Information on Customer’s behalf is governed by the DPA.
    5. Data Processing Addendum; Business Associate Agreement. Vosaic’s Data Processing Addendum (the “DPA”), available at https://vosaic.com/page/vosaic-dpa, is hereby incorporated into and made a part of this SaaS Agreement by this reference. To the extent Vosaic Processes Personal Information (as defined in the DPA) on behalf of Customer in connection with the Services, such Processing shall be governed by the DPA, and the DPA shall control over any conflicting provision of these Standard Terms and Conditions with respect to such Processing. Vosaic may update the DPA in accordance with its terms, provided that no update will materially reduce the protections applicable to Personal Information Processed on Customer’s behalf during the then-current Subscription Term. Upon Customer’s written request, Vosaic will provide a copy of the version of the DPA in effect as of the Effective Date. The Services are not designed or configured to receive, store, or process protected health information as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“PHI”), and Vosaic does not require PHI in order to provide the Services. Customer shall not submit PHI to the Services unless Customer and Vosaic have executed a Business Associate Agreement covering the Services. A Business Associate Agreement is available from Vosaic upon request. Where executed, the Business Associate Agreement governs Vosaic’s handling of PHI and controls over the DPA and these Standard Terms and Conditions with respect to PHI. No marketing material, product description, or compliance page published by Vosaic constitutes agreement to receive PHI absent an executed Business Associate Agreement.
    6. AI Integration.
       1. Third-Party AI Features. Certain Vosaic Services may employ third‑party artificial intelligence (“AI”) capabilities to enhance Customer experience (the “AI Features”). Vosaic currently uses the OpenAI API in a configuration designed to exclude Customer Data from model training.
       2. Customer Controls (Opt‑Out). Customer may opt out of the AI Features via the Services. Disabling the AI Features may reduce functionality, and the fees will remain as set forth in the Order unless otherwise agreed in writing.
       3. No Training on Customer Data. Vosaic will not knowingly Train any foundation, general‑purpose, or cross‑customer models on Customer Data or Service Outputs, unless Customer expressly opts in via a mutually signed Order Form that describes the scope of any customer‑specific tuning.
       4. Flow‑Down to AI Vendors. During the Term, Vosaic will configure its AI Vendors (including OpenAI API) not to Train their models on Customer Data or Service Outputs and to maintain a “no‑training” posture for API inputs/outputs used to provide the Services to Customer.
       5. Permitted Non‑Training Uses. Subject to 11.4.3 and 11.4.4, Vosaic may Process Customer Data solely to: (1) provide the Services and generate Service Outputs; (2) operate, maintain, secure, support, and troubleshoot the Services (including automated safety/abuse screening); (3) comply with law and enforce the Agreement; and (4) measure and improve Service performance and reliability using De‑Identified Data and system telemetry, provided such activities do not involve Training any foundation, general‑purpose, or cross‑customer models.
       6. Third‑Party Terms; Responsibility Boundaries. Customer remains responsible for the content it elects to submit via the Services (including AI inputs). Vosaic is responsible for its AI Vendors’ performance consistent with this Agreement and this Section. For clarity, if Customer independently connects non‑Vosaic third‑party tools or routes Customer Data outside the Services, Vosaic has no responsibility for those independent tools or their terms.
    7. Assignment. Neither party may assign this SaaS Agreement or any right under this SaaS Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this SaaS Agreement to an acquirer of all or substantially all of the business of such party to which this SaaS Agreement relates, whether by merger, asset sale or otherwise, and Vosaic may assign this Agreement to any entity which owns, is owned by, or is under common ownership with, Vosaic. This SaaS Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this SaaS Agreement, provided, however, that such party shall not be relieved of any obligation under this SaaS Agreement.
    8. Notices. Except as otherwise permitted in this SaaS Agreement, notices under this SaaS Agreement shall be in writing and shall be deemed to have been given (a when transmitted if sent by email, provided that a copy of the notice is promptly sent by another means specified in this section, or (b) when delivered if delivered personally or sent by express courier service (e.g., FedEx or UPS). All notices shall be sent to the other party at the address set forth on the cover page of this SaaS Agreement.
    9. Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, pandemics, communication line failures, and power failures.
    10. Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach.
    11. Severability. If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Agreement shall remain in full force.
    12. Entire Agreement; Modification. This SaaS Agreement (including all Order Forms, Statements of Work and exhibits, and the Data Processing Addendum incorporated by reference) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties concerning the subject matter of this SaaS Agreement. In the event of a conflict, the following order of precedence shall apply solely with respect to the subject matter each addresses: (i) the applicable Order Form; (ii) any Business Associate Agreement executed by the parties, with respect to PHI; (iii) the Data Processing Addendum, with respect to the Processing of Personal Information; (iv) Exhibit C (Data Security), with respect to information security; and (v) these Standard Terms and Conditions. This SaaS Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.
    13. Survival. Sections 2.2, 4, 5, and 7 through 11, the Data Processing Addendum, any Business Associate Agreement executed by the parties, and Exhibit C (to the extent of any continuing obligations therein) of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any reason.
    14. Publicity. Vosaic may include Customer’s name and logo in its customer lists and on its website. Upon signing, Vosaic may issue a high-level press release announcing the relationship and the manner in which Customer will use the Vosaic solution. Vosaic shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release if necessary.
    15. Export Regulations. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. Customer agrees that such export control laws govern its use of the SaaS Services (including technical data) and any Services and deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.
    16. No Third Party Beneficiaries. This SaaS Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.
    17. Independent Contractor. The parties have the status of independent contractors, and nothing in this SaaS Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this SaaS Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.
    18. Statistical Information. Vosaic’s rights to create and use de-identified, anonymized, aggregated and statistical information derived from the Services are governed by the DPA.
    19. Governing Law; Venue. This SaaS Agreement shall be governed by the laws of the State of Nebraska, excluding its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any action or proceeding arising from or relating to this SaaS Agreement will be brought in a federal or state court in Lancaster County, Nebraska, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
    20. Compliance with Laws. Vosaic shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.
    21. Dispute Resolution. Customer’s satisfaction is an important objective to Vosaic in performing its obligations under this SaaS Agreement. Except with respect to intellectual property rights and where a party may be prejudiced by complying with this Section 11.20 (e.g., statute of limitations expiration), if a dispute arises between the parties relating to the interpretation or performance of this SaaS Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within fifteen (15) days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.