Terms of Service

1Definitions

1.1Authorized User

An individual permitted by Customer to use the Services subscribed by Customer, in accordance with this Agreement.

1.2Customer Data

Information originating from Customer or an Authorized User and entered into, uploaded to, or generated by the Services for Customer, including audio, transcripts, briefs, action items, notes, knowledge base entries, and the questions and answers exchanged with the Services. Customer Data does not include Usage Data.

1.3Documentation

Sayli's end user documentation for the Services, published at docs.sayli.ai.

1.4Non-Sayli Applications

Any third-party service, connection, data, software, application, application programming interface, plug-in, Third Party Model, or other technology product developed, owned, or licensed by an entity other than Sayli that interoperates or integrates with the Services.

1.5Sayli

SAYLI, LLC, an Illinois limited liability company, and its affiliates. "We", "us" and "our" mean the same. SAYLI, LLC is the seller of record for every purchase; Stripe, Inc. processes payments on our behalf and is not the seller.

1.6Sayli IP

The Services, the Software, the Documentation, Usage Data, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. Sayli IP does not include Customer Data.

1.7Services

The Sayli product or products specified in an applicable Order Form or otherwise made available by Sayli to Customer, including the Software and any underlying data made available through them.

1.8Software

The Sayli desktop and web applications and any other software Sayli makes available for download or installation as part of the Services.

1.9Subscription Period

The term set forth in an Order Form or otherwise set forth in writing by Sayli.

1.10Third Party Models

Any artificial intelligence or machine learning algorithm, program, or other model, including any large language model or speech recognition model, developed or operated by a third party and used by Sayli in connection with the Services.

1.11Usage Data

All data, information, and materials created, developed, collected, compiled, or otherwise obtained by Sayli in connection with the operation, maintenance, or provision of the Services, including (a) system performance data, technical logs, and usage statistics; (b) analytics, metadata, and aggregated and de-identified data derived from Customer Data, which can in no way be linked specifically to Customer or to an individual Authorized User and does not contain Customer's confidential information; and (c) any other data generated or acquired by Sayli independent of Customer Data.

2Access and Use

2.1Access to the Services

Subject to Customer's compliance with this Agreement, Sayli grants Customer a worldwide, non-exclusive, limited, non-sublicensable, non-transferable right for Authorized Users to access and use the Services during the Subscription Period, solely for Customer's internal business purposes and in accordance with the Documentation. Sayli further grants Customer and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable licence to download and install the Software to the extent necessary to use the Services.

2.2Accounts

Each Authorized User must have its own unique account associated with an email address. Accounts may not be shared by multiple individuals, but may be reassigned when replacing an Authorized User. Customer is responsible for maintaining the security of its systems, accounts, and access credentials, for all acts and omissions of its Authorized Users, and for all use of Authorized Users' accounts. Notify us at security@sayli.ai promptly of any unauthorized access or use.

2.3Organizational email

If Customer uses an email address on a domain it controls for an Authorized User's account, Customer understands and agrees that information regarding that account, including the identity of the Customer and the Authorized User, is disclosable by Sayli to the entity that provisioned the domain.

2.4Age

The Services require that Authorized Users be at least 16 years of age and at or above the applicable age of majority in their jurisdiction. If we learn that an account belongs to someone under 16, we will close it and delete the associated data.

2.5Non-Sayli Applications

The Services may operate on, with, or using Non-Sayli Applications, including through integrations and connectors that Customer enables, and including outside applications that Customer authorizes to read Customer Data through Sayli's authorization server. Non-Sayli Applications are not provided, owned, controlled, or supported by Sayli, and their availability, functionality, and fees are set by the third-party provider. Customer's access to and use of Non-Sayli Applications is exclusively governed by its separate agreement with that provider. Customer is solely responsible for procuring any rights necessary to access Non-Sayli Applications and for complying with their terms. Any exchange of data between Customer and a third-party provider is solely between them. Customer can view and revoke every authorized application in Settings.

2.6Free Services

Services provided to Customer without charge ("Free Services") include usage limits described in the Documentation. Sayli may terminate access to Free Services at any time, for any or no reason, without prior notice. Except as required by law, Sayli will provide a reasonable opportunity to retrieve Customer Data prior to termination of a Free Services account.

NOTWITHSTANDING ANYTHING SET FORTH HEREIN: (I) FREE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND; AND (II) SAYLI'S AGGREGATE LIABILITY WITH RESPECT TO FREE SERVICES SHALL NOT EXCEED ONE HUNDRED US DOLLARS ($100). IN THE EVENT OF A CONFLICT BETWEEN THIS SECTION AND ANY OTHER PORTION OF THIS AGREEMENT, THIS SECTION SHALL CONTROL.

3Customer Data

3.1Ownership and licence

Customer retains all right, title and interest in and to Customer Data. Solely during the Subscription Period and solely for Customer, Customer grants Sayli a non-exclusive, royalty-free, worldwide right and licence to access, store, process, transmit, and display Customer Data as necessary to (a) provide the Services, including by transmitting Customer Data to the service providers identified in the Privacy Policy and by displaying it to Customer and to the Authorized Users and recipients Customer selects; (b) monitor, maintain and optimize the Services; (c) prevent, detect and investigate fraud, security incidents and other misuse of the Services; and (d) carry out business operations and comply with applicable law. That licence ends when Customer deletes the relevant Customer Data or closes the account, except for copies held in routine backups, which are overwritten on Sayli's normal backup cycle.

3.2Model training

Sayli does not use Customer Data to train its own artificial intelligence or machine learning models, and Sayli does not sell Customer Data.

Sayli may use Usage Data for any purpose, including improving, testing, training and operating the Services. Usage Data does not include the content of Customer's meetings.

3.3Transcription and speaker separation

The Services transcribe audio and separate speakers so that a transcript shows who said what. Speaker separation operates within a single recording. It does not carry a label from one meeting to another and it does not compare voices between meetings.

Sayli does not create or store a voiceprint. We do not compute or retain a mathematical model of anyone's voice, and we do not use voice characteristics to recognize a person across recordings. What is stored is a speaker number and any name matched to it from what was said in the meeting and from Customer's calendar.

3.4Screen analysis

The Services include a feature that captures a single image of Customer's screen when an Authorized User asks a question about what is on screen, and sends that image to a third-party vision provider to answer. The image is not retained after the answer is produced. The feature runs only when invoked; the Services do not record the screen continuously. On macOS the operating system grants screen access and system audio access together, so the permission the Software requests covers both. Customer is responsible for what is visible on screen when the feature is used, including any third-party confidential information.

3.5Feedback

Customer grants Sayli a worldwide, perpetual, irrevocable, sublicensable, royalty-free licence to use feedback and suggestions provided by Customer or its Authorized Users, for the purpose of improving Sayli's products or services.

4Restrictions and Responsibilities

4.1Customer responsibilities

Customer shall be responsible for the accuracy, quality, integrity, reliability, appropriateness, intellectual property ownership, right to use, and legality of Customer Data, the means by which Customer acquired Customer Data, Customer's use of Customer Data with the Services, and the interoperation of any Non-Sayli Applications with which Customer uses the Services. Customer shall (a) use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer's use of the Services, including those relating to data privacy, international communications, export laws and the transmission of technical or personal data laws which, for clarity, includes laws governing the monitoring or recording of conversations ("Recording Laws"); (b) not use, input, upload, transmit or otherwise provide any information or materials, including Customer Data, that contain, transmit or activate any virus, worm, malware or other malicious code; and (c) not use the Services in a manner that violates any third-party intellectual property, contractual or other proprietary rights.

4.2Use restrictions

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, know-how, data, or algorithms of the Services, or modify, translate, or create derivative works based on the Services or the Software, except to the extent applicable law specifically prohibits such restriction;
• sell, resell, copy, rent, license, lease, distribute, pledge, assign, sublicense, publish, or otherwise transfer or encumber rights to the Services, include any Service in a service bureau or outsourcing offering, use the Services for the benefit of a third party, or make the Services available to any third party;
• remove or otherwise alter any proprietary notices or labels from the Services;
• use or access the Services for purposes of building an application, service, or product that is competitive with any Sayli product or service, copying any ideas, features, functions or graphics of the Services, or monitoring availability, performance or functionality for any benchmarking or competitive purpose;
• use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third-party privacy rights;
• interfere with or disrupt the integrity or performance of the Services, attempt to gain unauthorized access to the Services or their related systems or networks, circumvent a contractual usage limit, scrape the Services, share a single Authorized User account among several individuals, or operate the Services with scripts or bots;
• use the Services to store or transmit personal health information as defined under the Health Insurance Portability and Accountability Act of 1996, or cardholder data as defined under the Payment Card Industry Data Security Standards, unless agreed upon in writing by Sayli;
• access or use the Services from any country or region subject to a comprehensive United States embargo, or if Customer or any Authorized User is on a United States government restricted-party list;
• use the Services to impersonate any person, or present output of the Services as a person's exact words in a way that misleads; or
• use the Services for any activity where use or failure of the Services could lead to death, personal injury, or environmental damage.

4.3Restrictions on use of output

Output of the Services must not be the sole or automated basis for a decision about hiring, promotion, discipline, termination, credit, housing, insurance, education, or access to essential services. A person must review any such decision and be able to override it. If Sayli reasonably believes this Section 4.3 is being breached, Sayli will notify Customer and may disable the feature involved. A breach of this Section 4.3 is not covered by Section 10.2.

4.4Enforcement

Any use of the Services in breach of this Section 4 by Customer or an Authorized User that in Sayli's judgment threatens the security, integrity or availability of the Services, or that subjects Sayli to liability, may result in immediate suspension of the Services, subject to Sayli using commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy the violation or threat prior to any such suspension.

5Fees and Payment

5.1Fees

Customer will pay all fees specified in each Order Form or as otherwise set forth on the pricing page ("Fees"). Except as otherwise specified herein, Fees are based on Services subscriptions purchased and not on actual usage, payment obligations are non-cancelable, and Fees are non-refundable except as set out in Section 5.4. Fees are exclusive of taxes, levies, duties and similar governmental assessments; where Sayli is required to charge VAT, GST or sales tax, it is added at checkout and shown before payment.

5.2Renewal

Subscriptions renew automatically for successive periods of the same length until cancelled. Before payment, Sayli shows the price, the billing period, the renewal date and how to cancel, and Customer confirms the renewal separately from accepting these Terms. Sayli emails a receipt containing the same information and, for annual plans, a reminder before each renewal. If Sayli changes the price, it will notify Customer before the change takes effect and Customer may cancel before it applies.

5.3Overdue and failed payments

If a payment fails, Sayli may retry it and may suspend the account until it succeeds. If any invoiced amount is not received by the due date, those 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.

5.4Cancellation and refunds

Customer may cancel at any time in account settings, in the same number of steps it took to subscribe. Cancelling stops the next renewal, and Customer keeps access until the end of the period already paid for. Outside the rights described in Section 5.5, payments are not refundable for a period already started.

5.5Consumers in the European Union and the United Kingdom

A consumer in the European Union or the United Kingdom has 14 days to withdraw from this Agreement. Because the Services are digital content supplied immediately, such a consumer is asked at checkout to agree that supply begins straight away and to acknowledge that the withdrawal right is lost once it does. If that agreement is not given, Sayli will not begin supplying the Services until the 14 days have passed. Nothing in this Agreement removes a right a consumer has under consumer law that cannot be removed by contract.

6Proprietary Rights and Licences

Subject to the limited rights expressly granted to Customer hereunder, Sayli and its licensors reserve all of their right, title and interest in and to the Services, Usage Data, Sayli IP, and related intellectual property, including the Software, the models and prompts Sayli builds, the Documentation, the design, and the Sayli name and logo. No rights are granted to Customer other than as expressly set forth in this Agreement, and this Agreement does not grant Customer a licence to the Software itself. Sayli claims no rights in Customer Data beyond the licence in Section 3.1.

7Confidential Information

7.1Confidential Information

"Confidential Information" means information either party discloses to the other, in any form, that is either marked or identified as confidential at the time of disclosure or within a reasonable period thereafter, or would be considered confidential by a reasonable person given its nature or the circumstances of its disclosure. Customer Data is Customer's Confidential Information. Sayli's Confidential Information includes the terms of this Agreement and all Order Forms, including pricing.

7.2Duty

The receiving party may use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, will protect it with at least reasonable care, and will not disclose it to any third party except to its employees, contractors and agents who need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Sayli limits access to Customer Data to the personnel who need it to operate or support the Services, and does not access meeting content except to operate the Services, to resolve a fault Customer has reported, to investigate a security incident, or where the law requires it.

7.3Exclusions and compelled disclosure

Confidential Information does not include information that, at the time of disclosure, is (a) in the public domain through no fault of the receiving party; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party without reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the limited extent required to comply with the order of a court or other governmental body, provided that the party making the disclosure shall first have given written notice to the other party and made a reasonable effort to obtain a protective order, unless legally prohibited from doing so.

8Data Security and Privacy

8.1Security measures

Sayli will implement and maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the Services and Customer Data. Sayli will not materially weaken them during the Subscription Period and will give at least 30 days notice before any material change. Sayli is not responsible for unauthorized access to Customer Data arising from Customer's acts or omissions or those of its Authorized Users. If Sayli learns of a security incident affecting Customer Data, it will notify Customer without undue delay and keep Customer updated as it learns more.

8.2Processing of personal data

Sayli processes personal data in accordance with the Privacy Policy, which describes what is collected, the categories of service providers involved, retention, and the rights available. Where Sayli acts as a processor on Customer's behalf, a Data Processing Addendum applies and is incorporated by reference.

8.3Service limitations

Sayli does not currently hold a SOC 2 report. Sayli does not sign Business Associate Agreements, and the Services are not for use with protected health information. Sayli does not offer SAML single sign-on, SCIM provisioning, self-hosting, a processing region inside the European Union, or a published uptime commitment or service credits. Sayli will notify Customer when any of the foregoing changes.

9Term and Termination

9.1Term

This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or been terminated. Access to and use of the Services is permitted only during an active Subscription Period.

9.2Termination

Customer may stop using the Services and delete its account at any time from inside the Software. Either party may terminate this Agreement or an affected Order Form for cause upon 30 days prior written notice of a material breach if such breach remains uncured at the expiration of that period, or if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If Customer terminates for cause, Sayli will refund any prepaid Fees covering the remainder of the term. Should Customer or any Authorized User become inactive in the Services, including by no longer paying for the Services, for more than 30 days, Sayli may delete the applicable accounts and related data after using reasonable efforts to notify Customer.

9.3Suspension

Sayli may suspend an individual Authorized User account immediately where it reasonably believes there is a risk to the Services, to other customers, or to a person's legal rights, including a credible report that the Services are being used in breach of Section 4.1. Sayli will notify Customer's administrator as soon as it can and explain why, will limit the suspension to the accounts involved, and will not suspend an entire organization for one Authorized User's conduct unless the organization does not act after being notified. Access is restored as soon as the risk is resolved. Sayli may also suspend the Services if any charge is 30 days or more overdue.

9.4Effect of termination; legal hold

On termination, Sayli deletes Customer Data as described in the Privacy Policy. Termination does not relieve Customer of the obligation to pay Fees payable for any period prior to the effective date of termination. Sayli may retain Customer Data for longer where required to preserve it for a legal claim, an investigation, or a court order; it retains only what the preservation covers, does not use it for any other purpose, and deletes it when the obligation ends. If Customer notifies Sayli that data in its account is under a legal hold, Sayli will preserve that data for the duration of the hold, whatever Customer's retention settings provide.

9.5Survival

The following survive termination: Section 1 (Definitions); Section 2.6 (Free Services); Section 3.1 (Ownership and licence), Section 3.5 (Feedback); Section 4 (Restrictions and Responsibilities); Section 5 (Fees and Payment); Section 6 (Proprietary Rights and Licences); Section 7 (Confidential Information); Section 9.4 (Effect of termination; legal hold) and this Section 9.5; Section 10 (Indemnification); Section 11 (Representations, Warranties and Disclaimers); Section 12 (Limitation of Liability); and Section 13 (General Provisions).

10Indemnification

10.1Sayli indemnification

Sayli will defend Customer against, or settle, any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that Customer's use of the Services as permitted by this Agreement infringes or misappropriates such third party's intellectual property rights (a "Claim Against Customer"), and will pay any damages finally awarded. The foregoing obligations do not apply to a Claim Against Customer that (i) arises from the combination of the Services with software, hardware, data or processes not provided by Sayli, if the Services alone would not infringe; (ii) arises from a Non-Sayli Application, Customer inputs to the Services, outputs of Third Party Models, or Customer Data; or (iii) arises from Free Services.

10.2Customer indemnification

Customer will defend Sayli against, or settle, any claim, demand, suit or proceeding made or brought against Sayli by a third party arising out of (a) Customer's use of the Services in violation of the law, this Agreement, or the Documentation, including any breach of Section 4.1; (b) Customer Data or Customer's use of Customer Data with the Services, including Customer's lack of the rights or consents necessary to provide it; or (c) a Non-Sayli Application provided or configured by Customer and used with the Services (each, a "Claim Against Sayli"), and will pay any damages finally awarded. This Section 10.2 does not cover any part of a claim caused by Sayli's own breach, negligence or unlawful act, and does not apply where Customer is a consumer using the Services for personal purposes.

10.3Procedure

Each indemnity in this Section 10 is conditioned on the indemnified party (a) promptly giving the indemnifying party written notice of the claim, (b) giving the indemnifying party sole control of the defense and settlement, except that no settlement may be made unless it unconditionally releases the indemnified party of all liability, and (c) giving all reasonable assistance, at the indemnifying party's expense.

10.4Exclusive remedy

This Section 10 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any third-party claim described in this section.

11Representations, Warranties and Disclaimers

11.1Mutual representations

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

11.2Sayli warranties

Sayli warrants that during each Subscription Period (a) the Services will perform materially in accordance with the Documentation, and (b) Sayli will not materially decrease the overall functionality of the Services without prior written notice to Customer. For any breach of a warranty above, Customer's exclusive remedy is termination and refund under Section 9.2.

11.3Customer warranties

Customer represents and warrants that it (a) has all rights, permissions and consents necessary to provide Customer Data to Sayli as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third-party rights, including intellectual property rights and rights of privacy, and (b) complies with all applicable laws, treaties and regulations, including Recording Laws, in connection with its use of the Services.

11.4Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE 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. SAYLI MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR OUTPUT, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

DUE TO THE NATURE OF ARTIFICIAL INTELLIGENCE GENERALLY, CUSTOMER ACKNOWLEDGES AND AGREES THAT OUTPUT OF THE SERVICES, INCLUDING TRANSCRIPTS, ANSWERS, BRIEFS AND ACTION ITEMS, IS GENERATED AUTOMATICALLY, MAY CONTAIN ERRORS AND MISSTATEMENTS, MAY MISATTRIBUTE OR MISQUOTE A SPEAKER, AND MAY BE INCOMPLETE OR INACCURATE. OUTPUT IS NOT A VERBATIM RECORD OF WHAT ANY PERSON SAID. BEFORE USING ANY SUCH OUTPUT, CUSTOMER IS RESPONSIBLE FOR MAKING ITS OWN DETERMINATION THAT THE OUTPUT IS SUITABLE, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY SUCH OUTPUT. THE SERVICES DO NOT PROVIDE LEGAL, MEDICAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVICE. ANY USE OF THE SERVICES IN CONNECTION WITH SENSITIVE DATA SHALL BE AT CUSTOMER'S SOLE RISK.

Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to Customer.

12Limitation of Liability

IN NO EVENT WILL EITHER PARTY, INCLUDING ITS AFFILIATES, HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY, INCLUDING ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 5.

The foregoing limitations do not apply to either party's liability for fraud or fraudulent misrepresentation, to death or personal injury caused by negligence, or to any other liability that cannot be limited or excluded by law. Some jurisdictions do not allow these limits, so parts of this section may not apply to Customer.

13General Provisions

13.1Entire agreement

This Agreement represents the entire agreement between Customer and Sayli with respect to its subject matter and supersedes all prior or contemporaneous communications and proposals. Any term or condition stated in a Customer purchase order or other Customer order documentation, excluding an Order Form, is void. In the event of any conflict or inconsistency, the order of precedence shall be: (1) the applicable Order Form, (2) any Data Processing Addendum, (3) these Terms, and (4) the Documentation. Titles and headings are for convenience only.

13.2Modifications

Sayli may amend these Terms. If a change is material, Sayli will notify Customer by email or in the Software at least 30 days before it takes effect, and it will apply from the start of Customer's next renewal period. If Customer does not accept a material change, Customer may cancel before it takes effect. Continuing to use the Services after that date constitutes acceptance. Sayli retains every published version and its effective date. Except as set out in this Section 13.2, no modification or amendment of any provision of this Agreement is effective unless agreed by both parties in writing.

13.3Severability

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 remainder stays in force.

13.4Notices

All notices under this Agreement shall be in writing. Notices to Sayli shall be sent to legal@sayli.ai, and shall be clearly identifiable as legal notices. Notices to Customer will be sent to the email address on the account, or to the billing contact designated by Customer for billing-related notices. Notices are effective on the day of sending by email.

13.5Export regulation

The Services utilize software and technology that may be subject to United States export control laws. Customer shall not, directly or indirectly, export, re-export or release the Services or the underlying software or technology to, or make them accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation, and shall obtain any necessary export licence before doing so elsewhere outside the United States.

13.6Assignment

Neither party may assign any of its rights or obligations hereunder without the other party's written consent, which shall not be unreasonably withheld; provided that either party may assign all of its rights and obligations without consent to a successor-in-interest in connection with a sale of substantially all of its business relating to this Agreement, including a conversion of SAYLI, LLC into a corporation, provided the successor-in-interest of Customer is not a competitor of Sayli. Sayli may utilize subcontractors in the performance of its obligations hereunder.

13.7Relationship of the parties

The parties are independent contractors. No agency, partnership, joint venture or employment relationship is created by this Agreement, and neither party has any authority to bind the other. This Agreement does not create rights for anyone who is not a party to it.

13.8Dispute resolution and arbitration

The parties shall use their best efforts to settle any dispute, claim, question or disagreement arising out of or relating to the subject matter of this Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. Write to legal@sayli.ai describing the problem and the resolution sought. If such negotiations do not resolve the dispute within 60 days, and except for intellectual property disputes, it shall be finally settled by binding arbitration in Wilmington, Delaware. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures then in effect (the "Rules"), by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, selected in accordance with the Rules. Judgment upon the award may be entered in any court of competent jurisdiction. The Rules govern payment of all arbitration fees, except that Sayli will pay all filing and arbitrator fees for any individual consumer claim. Either party may instead bring an individual claim in small claims court.

THE PARTIES WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

Customer may opt out of this Section 13.8 by emailing legal@sayli.ai within 30 days of first accepting these Terms, including its name and residence address, the email address associated with its account, and a clear statement that it wants to opt out. Opting out will not affect anything else in this Agreement. If the class waiver is held unenforceable as to a particular claim, that claim proceeds in court and the rest of this section still applies to the remaining claims. This Section 13.8 does not apply where the law of Customer's country makes a pre-dispute arbitration agreement unenforceable against a consumer.

13.9Injunctive relief

Notwithstanding the obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights, or to prevent unauthorized access to the Services.

13.10Governing law and venue

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, excluding its body of law controlling conflict of laws. In the event the arbitration agreement in Section 13.8 does not apply, the parties agree that any judicial proceeding, other than small claims actions, will be brought in the state or federal courts located in Wilmington, Delaware, and each party consents to their jurisdiction and waives any objection to that venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If Customer is a consumer, this section does not deprive Customer of the protection of the mandatory laws of the country where Customer lives.

13.11Waiver

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.

13.12Force 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 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, and any laws, orders, rules, regulations, acts or restraints of any government or governmental body.

13.13Copyright complaints

If Customer believes content on the Services infringes its copyright, send a notice to dmca@sayli.ai with enough detail to locate it. Sayli will respond as the Digital Millennium Copyright Act requires, including removing content and terminating repeat infringers.

13.14Contact