Terms of Service

These Terms of Service ("Agreement") constitute a legally binding contract between you, whether personally or on behalf of an entity ("Customer," "you," or "your"), and Pom Labs, Inc., a Delaware corporation ("POM," "we," "us," or "our"), governing your access to and use of the POM platform, including all associated software, services, and documentation (collectively, the "Service").

BY ACCESSING OR USING THE SERVICE, CLICKING "I AGREE," OR EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CUSTOMER MUST NOT ACCESS OR USE THE SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

For Enterprise Customers: If Customer has executed a separate Master Service Agreement ("MSA") with POM, the MSA shall govern to the extent of any conflict with this Agreement.

Definitions
Grant of License
Customer Data
AI Services and Third-Party Providers
AI Agent Autonomy and Customer Responsibilities
Acceptable Use
Fees and Payment
Intellectual Property
Confidentiality
Warranties and Disclaimers
Limitation of Liability
Indemnification
Term and Termination
Data Protection
Governing Law and Dispute Resolution
Miscellaneous

1. Definitions

The following capitalized terms have the meanings set forth below. Additional terms may be defined in context throughout this Agreement.

1.1 "Acceptable Use Policy" or "AUP" means POM's acceptable use policy, currently available at https://askpom.com/legal/aup, which is incorporated into this Agreement by reference.

1.2 "Account" means the Customer's registered account for access to the Service, including all associated credentials, configurations, and authorized Users.

1.3 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

1.4 "Agent" or "Pilot" means an AI-powered autonomous software agent orchestrated through the Service that performs tasks on behalf of Customer, including but not limited to code generation, text generation, data analysis, and workflow automation.

1.5 "Agent Harness Protocol" or "AHP" means POM's open-source protocol specification for standardized AI agent lifecycle management, provider routing, and tool execution.

1.6 "AI Sub-processor" means a third-party AI model provider through which POM routes Customer Data to provide AI inference capabilities as part of the Service. AI Sub-processors are categorized as either (a) POM-Managed Providers, which are selected and contracted by POM, or (b) Customer-Configured Providers, which are third-party AI model providers or routing services configured by Customer through the Service (such as self-hosted models, third-party API keys, or model routing services). The current list of POM-Managed Providers is maintained at https://askpom.com/legal/sub-processors.

1.7 "Confidential Information" has the meaning set forth in Section 9.1.

1.8 "Customer Data" means all data, content, materials, code, information, and other inputs that Customer or its Users submit to, transmit through, or store within the Service, including without limitation source code, prompts, configuration files, documents, and any other content provided by Customer.

1.9 "Data Processing Agreement" or "DPA" means the data processing agreement between POM and Customer, currently available at https://askpom.com/legal/dpa, which is incorporated into this Agreement by reference where applicable.

1.10 "Documentation" means the technical documentation, user guides, API references, and other instructional materials made available by POM for the Service, as updated from time to time.

1.11 "Enterprise Tier" means the subscription tier designated as "Enterprise" on POM's pricing page or in an applicable Order Form, providing enhanced features, support, and contractual protections as described in this Agreement.

1.12 "Feedback" means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer regarding the Service.

1.13 "Free Tier" means the no-cost subscription tier providing limited access to the Service, subject to usage restrictions and feature limitations as described on POM's pricing page.

1.14 "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

1.15 "Order Form" means an ordering document executed by Customer and POM that specifies the Service tier, subscription term, pricing, and any additional terms applicable to Customer's use of the Service.

1.16 "Output" means all content, code, text, data, suggestions, and other materials generated by the Service (including by Agents) in response to Customer Data or Customer instructions.

1.17 "POM Cloud" means POM's cloud execution platform providing sandboxed environments for remote AI Agent task execution.

1.18 "POM Desktop" means POM's downloadable desktop application for creating, monitoring, and interacting with AI Agent sessions.

1.19 "POM Mobile" means POM's mobile application for remote monitoring and interaction with AI Agent sessions.

1.20 "Privacy Policy" means POM's privacy policy, currently available at https://askpom.com/legal/privacy, which describes how POM collects, uses, and discloses personal information.

1.21 "Pro Tier" means the paid subscription tier designated as "Pro" on POM's pricing page, providing standard commercial features and support.

1.22 "Service" means the POM platform and all associated software, tools, APIs, and services provided by POM, including POM Desktop, POM CLI/Daemon, POM Mobile, POM Cloud, POM Relay, and any other POM products or features made available to Customer under this Agreement, but excluding Third-Party Services.

1.23 "Subscription Term" means the period during which Customer is authorized to access and use the Service, as specified in the applicable Order Form or as otherwise determined by Customer's selected subscription plan.

1.24 "Third-Party Services" means any third-party products, services, software, or content that may be accessed through or integrated with the Service, including AI Sub-processors.

1.25 "User" means any individual authorized by Customer to access and use the Service under Customer's Account, including employees, contractors, and agents of Customer.

2. Grant of License

2.1 License Grant. Subject to the terms and conditions of this Agreement and Customer's payment of all applicable Fees, POM grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Subscription Term solely for Customer's internal business purposes in accordance with the Documentation and this Agreement.

2.2 Account Registration. To access the Service, Customer must register for an Account by providing accurate, current, and complete information. Customer shall maintain the accuracy of such information throughout the Subscription Term. Customer is responsible for safeguarding its Account credentials and for all activities that occur under its Account. Customer shall immediately notify POM of any unauthorized use of its Account or any other breach of security.

2.3 Users. Customer may authorize Users to access the Service under Customer's Account, subject to the usage limits of Customer's subscription tier. Customer is responsible for ensuring that all Users comply with this Agreement. Any violation of this Agreement by a User shall be deemed a violation by Customer.

2.4 API Access. Where the Service provides API access, Customer shall securely manage all API keys, tokens, and credentials. Customer shall not share API credentials with unauthorized third parties. POM may revoke or rotate API credentials at any time for security purposes upon reasonable notice, except that immediate revocation may occur without notice where POM reasonably determines that a security threat exists.

2.5 Restrictions. Customer shall not, and shall not permit any User or third party to:

(a) copy, modify, or create derivative works of the Service or any component thereof, except as expressly permitted by applicable open-source licenses for POM's open-source components;

(b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law notwithstanding this limitation;

(c) sublicense, sell, lease, lend, rent, distribute, or otherwise transfer the Service or any rights therein to any third party;

(d) use the Service to develop, train, or improve any product or service that competes with the Service, any POM product, or any POM technology, including without limitation any AI orchestration, agent management, or multi-agent coordination platform;

(e) remove, alter, or obscure any proprietary notices, labels, or marks on the Service;

(f) use the Service in violation of applicable law, regulation, or this Agreement;

(g) use the Service to circumvent, disable, or interfere with security features of the Service, any AI Sub-processor, or any third-party system;

(h) use the Service to transmit any malware, viruses, or other harmful code;

(i) access or use the Service in a manner that exceeds the usage limits of Customer's subscription tier or that is designed to avoid incurring Fees; or

(j) use the Service for benchmarking or competitive analysis purposes without POM's prior written consent.

2.6 Open-Source Components. Certain components of the Service, including the Agent Harness Protocol (AHP), are made available under open-source licenses. Customer's use of such components is governed by the applicable open-source licenses, which shall prevail over this Agreement to the extent of any conflict solely with respect to those components.

2.7 Free Tier. Access to the Free Tier is provided at POM's sole discretion. POM may modify, limit, or discontinue the Free Tier at any time with fifteen (15) days' prior notice. The Free Tier is provided without any service level commitment, support obligation, or uptime guarantee. POM reserves the right to impose or modify usage limitations on the Free Tier at any time.

3. Customer Data

3.1 Ownership. As between POM and Customer, Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement shall be construed to transfer ownership of Customer Data from Customer to POM.

3.2 License to POM. Customer grants POM a limited, non-exclusive, worldwide, royalty-free license to use, process, transmit, store, and display Customer Data solely to the extent necessary to provide, maintain, and improve the Service and to comply with applicable law. This license terminates upon the deletion of Customer Data in accordance with Section 13 of this Agreement.

3.3 No Training Commitment. POM commits that it will not use Customer Data to train, fine-tune, or improve any AI model, machine learning model, or algorithm, whether owned by POM or any third party. This commitment extends to all Customer Data processed through the Service, regardless of Customer's subscription tier. For avoidance of doubt, POM does not and will not: (a) use Customer Data as training data for any model; (b) sell, license, or otherwise make Customer Data available to third parties for model training purposes; or (c) permit AI Sub-processors to use Customer Data for model training, provided that POM's obligation under this clause (c) is limited to enforcing the contractual no-training commitments that POM maintains with its AI Sub-processors.

3.4 No Data Sales. POM will not sell, rent, or otherwise monetize Customer Data. POM will not share Customer Data with third parties for advertising, marketing, or data brokerage purposes.

3.5 Aggregate and De-identified Data. POM may collect and use aggregate, anonymized, and de-identified data derived from Customer's use of the Service for purposes of improving the Service, conducting research, generating benchmarks, and developing new features, provided that such data cannot reasonably be used to identify Customer or any individual. Such aggregate data shall not be considered Customer Data.

3.6 Data Security. POM shall implement and maintain reasonable administrative, technical, and organizational security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction, consistent with industry standards for services of a similar nature. A description of POM's security practices is available at https://askpom.com/security.

3.7 Data Location. Customer acknowledges that Customer Data processed through the Service may be transmitted to and processed by AI Sub-processors located in the United States and other jurisdictions. POM will maintain a current list of AI Sub-processors and their data processing locations at https://askpom.com/legal/sub-processors. For Enterprise Tier Customers, data residency requirements may be addressed in an applicable Order Form or DPA.

4. AI Services and Third-Party Providers

4.1 POM-Managed AI Providers. The Service routes Customer Data through third-party AI model providers ("POM-Managed Providers") and POM's own internal models to deliver AI inference and platform capabilities. The current list of POM-Managed Providers is maintained at https://askpom.com/legal/sub-processors. POM selects POM-Managed Providers based on their contractual commitments regarding data handling, including no-training commitments for commercial and API usage tiers. POM may also operate internal machine learning models for operational purposes including model routing optimization, query classification, and cybersecurity. These internal models process Customer Data only as necessary to operate the Service and do not use Customer Data for training purposes.

4.2 POM-Managed Provider Terms. Customer acknowledges and agrees that:

(a) Customer Data transmitted to POM-Managed Providers is subject to processing by the provider in accordance with the provider's applicable terms, data processing agreements, and privacy policies;

(b) POM-Managed Providers may retain Customer Data for limited periods as required by their respective data retention policies (for example, for safety monitoring, abuse detection, or regulatory compliance), even after Customer deletes such data from the Service;

(c) POM maintains contractual commitments with each POM-Managed Provider requiring that Customer Data not be used for model training under commercial and API usage tiers; however, POM does not control and cannot guarantee providers' internal compliance with such commitments; and

(d) POM-Managed Providers may process de-identified or aggregated metadata derived from Customer Data in accordance with their respective terms of service.

4.3 Customer-Configured Providers. The Service may allow Customer to configure connections to third-party AI model providers or model routing services that are not managed by POM ("Customer-Configured Providers"), including by supplying Customer's own API keys, configuring third-party routing services, or connecting self-hosted models. Customer acknowledges and agrees that:

(a) Customer-Configured Providers are not POM Sub-processors. POM does not select, vet, contract with, or maintain data processing agreements with Customer-Configured Providers;

(b) Customer is solely responsible for (i) evaluating whether a Customer-Configured Provider meets Customer's data protection, security, and compliance requirements; (ii) reviewing and accepting the Customer-Configured Provider's terms of service, privacy policy, and data processing terms; and (iii) ensuring that Customer's use of a Customer-Configured Provider complies with applicable law, including data protection law;

(c) POM acts solely as a technical pass-through when routing Customer Data to a Customer-Configured Provider. POM does not monitor, filter, or modify Customer Data in transit to Customer-Configured Providers beyond what is technically required for orchestration;

(d) POM makes no representations or warranties regarding any Customer-Configured Provider, including with respect to data handling, training practices, data retention, security, availability, or compliance with applicable law; and

(e) POM's no-training commitment in Section 3.3(c), data protection obligations in Section 14, and Sub-processor notification obligations in Section 4.4 do not apply to Customer-Configured Providers.

4.4 Sub-processor Changes.

(a) POM may add or replace POM-Managed Providers from time to time. POM will update the Sub-processor list at https://askpom.com/legal/sub-processors and will provide notification of material changes.

(b) Enterprise Tier Customers shall receive thirty (30) days' prior written notice before POM engages a new POM-Managed Provider. During such notice period, Enterprise Tier Customers may object to the new provider by providing written notice to POM. Upon receipt of a timely objection, POM and Customer shall engage in good-faith discussions to resolve the objection. If the parties are unable to resolve the objection within thirty (30) days following Customer's notice, Customer may terminate the affected portion of the Service by providing written notice to POM, and POM shall refund any prepaid Fees covering the remainder of the Subscription Term for the terminated portion of the Service.

(c) Free Tier and Pro Tier Customers acknowledge and accept that POM may add or change POM-Managed Providers at any time, with notification via the Sub-processor list at https://askpom.com/legal/sub-processors. Continued use of the Service after such change constitutes acceptance of the new provider.

4.5 Third-Party AI Provider Availability. POM does not control and does not guarantee the availability, performance, or uptime of any AI Sub-processor, whether POM-Managed or Customer-Configured. Service interruptions, degraded performance, or errors caused by AI provider outages or limitations are not attributable to POM and are excluded from any service level commitment. POM will use commercially reasonable efforts to route requests through available POM-Managed Providers where technically feasible.

4.6 Third-Party Services Generally. The Service may integrate with or provide access to Third-Party Services beyond AI Sub-processors. Customer's use of any Third-Party Service is subject to that third party's terms and conditions. POM makes no representations or warranties regarding any Third-Party Service and shall have no liability for any Third-Party Service.

5. AI Agent Autonomy and Customer Responsibilities

This Section 5 addresses the unique nature of AI agent orchestration. POM is a platform that enables Agents to perform tasks autonomously within parameters defined by Customer. Customer acknowledges that the orchestration of autonomous AI Agents introduces risks that differ from traditional software services, and Customer assumes responsibility for the governance, oversight, and deployment of Agents as set forth herein.

5.1 Nature of Agent Actions. Customer acknowledges and agrees that:

(a) Agents are AI-powered software processes that execute tasks autonomously based on Customer instructions, prompts, and configurations. Agents may generate code, modify files, execute commands, interact with external systems, and take other actions within the scope of permissions granted by Customer;

(b) Agent Outputs may contain errors, inaccuracies, bugs, security vulnerabilities, incomplete solutions, or content that is factually incorrect, commonly referred to as "hallucinations." POM does not warrant the accuracy, completeness, reliability, suitability, or fitness of any Agent Output for any purpose;

(c) Agents operate based on probabilistic AI models provided by AI Sub-processors. Agent behavior may vary between sessions, may produce different Outputs from identical inputs, and may not be fully reproducible or deterministic;

(d) POM's orchestration layer manages Agent lifecycle, permissions, budget enforcement, and provider routing, but does not independently verify, validate, or audit the substantive correctness or safety of Agent Outputs; and

(e) the current state of AI technology has inherent limitations, and Agents should be treated as productivity tools that augment, but do not replace, human judgment, expertise, and oversight.

5.2 Customer Oversight Obligations. Customer is solely responsible for:

(a) configuring appropriate permission levels, approval workflows, and operational boundaries for all Agents operated under Customer's Account, using POM's permission and governance tools;

(b) reviewing, testing, and validating all Agent Outputs before deploying, relying upon, or distributing such Outputs in any production environment, customer-facing system, or consequential decision-making process;

(c) implementing human-in-the-loop review procedures for Agent actions that could have material consequences, including without limitation code deployment to production systems, financial transactions, communications with third parties, and modifications to critical infrastructure;

(d) determining whether the use of Agents is appropriate for Customer's specific use case, industry, and regulatory environment, and ensuring that such use complies with all applicable laws, regulations, and industry standards;

(e) training and informing Users regarding the capabilities, limitations, and risks of AI Agents, including the risk of inaccurate or harmful Outputs; and

(f) maintaining adequate backups, version control, and disaster recovery procedures to protect against unintended Agent actions.

5.3 Agent Budget and Resource Governance. The Service provides tools for managing Agent budgets, spending limits, and resource consumption. Customer is responsible for configuring and monitoring these controls. POM shall enforce budget limits as configured by Customer, but shall not be liable for costs incurred by Agents operating within Customer-configured limits, even if such costs exceed Customer's expectations.

5.4 No Agency Relationship. Agents operating through the Service are tools under Customer's direction and control. Agents do not act as agents, employees, or representatives of POM. POM shall not be liable for any act or omission of an Agent, including any Agent action that causes harm to Customer, Customer's users, or any third party, except to the extent such harm is directly caused by a defect in POM's orchestration infrastructure (as distinguished from the AI model output or Customer's configuration).

5.5 Disclosure Obligations. Customer shall disclose to its own end users, customers, and affected third parties that content or actions may be generated or performed by AI Agents where such disclosure is required by applicable law or where a reasonable person would expect such disclosure.

6. Acceptable Use

6.1 Acceptable Use Policy. Customer's use of the Service is subject to POM's Acceptable Use Policy, currently available at https://askpom.com/legal/aup, which is incorporated into this Agreement by reference. POM may update the AUP from time to time, and Customer's continued use of the Service following such updates constitutes acceptance of the revised AUP.

6.2 High-Risk Activity Prohibition. The Service is not designed, intended, or authorized for use in connection with any of the following high-risk activities, and Customer shall not use or permit the use of the Service for:

(a) the operation or control of life support systems, life-critical medical devices, or medical diagnostic or treatment systems without the direct supervision of a licensed healthcare professional;

(b) emergency services, 911 dispatch, or emergency response coordination systems;

(d) air traffic control or aviation safety systems;

(e) nuclear facility management, operation, or safety systems;

(f) weapons systems design, targeting, or deployment;

(g) automated legal judgments, sentencing, or adjudications affecting individual rights or liberties without qualified human review and approval;

(h) automated employment decisions (hiring, firing, compensation, or promotion) without qualified human review and approval;

(i) critical infrastructure control systems (electrical grids, water treatment, telecommunications networks) without qualified human oversight; or

(j) any other application where the failure, malfunction, or inaccuracy of the Service could reasonably be expected to result in death, serious bodily injury, severe environmental damage, or significant property damage.

6.3 Agent-Specific Restrictions. In addition to the general AUP, Customer shall not use Agents to:

(a) circumvent, disable, or bypass safety measures, content filters, usage policies, or rate limits of any AI Sub-processor or Third-Party Service;

(b) perform automated scraping, data harvesting, or collection of personal information without lawful basis and appropriate consent;

(d) impersonate humans or misrepresent AI-generated content as human-authored in contexts where such misrepresentation is deceptive or prohibited by law;

(e) generate content that constitutes or facilitates child sexual abuse material, non-consensual intimate imagery, or content depicting violence against identifiable individuals;

(f) engage in unauthorized access to computer systems, networks, or data;

(g) manipulate elections, generate disinformation campaigns, or engage in voter suppression; or

(h) make automated decisions that have a significant legal, financial, or similarly consequential effect on individuals without implementing appropriate human review safeguards.

6.4 Enforcement. POM may investigate suspected violations of this Section 6 and may suspend or terminate Customer's access to the Service in accordance with Section 13 if POM determines, in its reasonable judgment, that a violation has occurred. POM shall use reasonable efforts to provide notice before or promptly after any suspension, except where immediate suspension is necessary to prevent harm, comply with law, or protect the integrity of the Service.

7. Fees and Payment

7.1 Fees. Customer shall pay all fees specified in the applicable Order Form or as set forth on POM's pricing page for Customer's selected subscription tier ("Fees"). All Fees are quoted and payable in United States dollars unless otherwise specified in an Order Form.

7.2 Subscription Fees. Subscription Fees are billed in advance on a monthly or annual basis, as selected by Customer at the time of purchase. Annual subscriptions are billed at the beginning of each annual period. Monthly subscriptions are billed at the beginning of each monthly period.

7.3 Usage-Based Fees. Certain features of the Service, including AI token consumption, cloud compute resources, and additional Agent capacity, may incur usage-based fees in addition to Subscription Fees. Usage-based fees are calculated based on actual consumption during the applicable billing period and are billed in arrears.

7.4 Payment Terms.

(a) Free Tier and Pro Tier: Fees are due upon invoice and shall be paid via the payment method on file. Customer authorizes POM to charge the payment method on file for all applicable Fees.

(b) Enterprise Tier: Unless otherwise specified in an Order Form, Fees are due within thirty (30) days of invoice date (Net 30).

7.5 Taxes. All Fees are exclusive of taxes, levies, duties, and similar governmental assessments. Customer is responsible for all applicable taxes, excluding taxes based on POM's net income. If POM is required to collect or remit taxes on Customer's behalf, such taxes will be invoiced to Customer.

7.6 Late Payments. Overdue payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. In addition to any other remedies available to POM, POM may suspend Customer's access to the Service if any Fees remain unpaid for more than fifteen (15) days past the due date, provided that POM gives Customer at least ten (10) days' prior written notice of such intended suspension.

7.7 Fee Changes. POM may modify Fees for any renewal Subscription Term by providing at least thirty (30) days' prior written notice before the commencement of the renewal term. For Enterprise Tier Customers, Fee changes during a Subscription Term shall be governed by the applicable Order Form. Free Tier Customers acknowledge that POM may introduce or modify fees for previously free features with thirty (30) days' prior notice.

7.8 No Refunds. Except as expressly set forth in this Agreement, including service credits under any applicable SLA, or as required by applicable law, all Fees are non-refundable. Downgrading a subscription tier shall not entitle Customer to a refund for the remaining portion of the then-current Subscription Term.

8. Intellectual Property

8.1 POM Intellectual Property. POM and its licensors retain all right, title, and interest in and to the Service, the Documentation, POM's trademarks, the Agent Harness Protocol (subject to applicable open-source licenses), and all other POM technology, including all Intellectual Property Rights therein. Except for the limited license expressly granted in Section 2.1, no rights or licenses are granted to Customer under this Agreement, whether by implication, estoppel, or otherwise.

8.2 Customer Inputs. Customer retains all Intellectual Property Rights in Customer Data. POM claims no ownership interest in Customer Data.

8.3 Output Ownership. As between POM and Customer, Customer owns all right, title, and interest in Outputs generated by the Service in response to Customer Data, subject to the following:

(a) No Copyright Guarantee. Customer acknowledges that under current United States law, including the Copyright Act as interpreted by the U.S. Copyright Office and the D.C. Circuit, content generated solely by artificial intelligence without sufficient human authorship may not be eligible for copyright protection. POM makes no representation or warranty that any Output is or will be protectable under copyright law. Customer is solely responsible for determining the intellectual property status of any Output and for taking any steps necessary to secure protection, including the incorporation of sufficient original human expression.

(b) Third-Party Rights. POM does not warrant that Outputs will not infringe, misappropriate, or violate the Intellectual Property Rights of any third party. AI models are trained on large datasets, and Outputs may inadvertently resemble or incorporate elements of third-party works. Customer is responsible for verifying that Outputs do not infringe third-party rights before using, distributing, or publishing such Outputs.

(c) Non-Uniqueness. Customer acknowledges that AI models may generate identical or substantially similar Outputs for different customers who submit similar inputs. POM does not guarantee the uniqueness or exclusivity of any Output. POM's assignment of rights under this Section 8.3 does not preclude POM from providing similar or identical Outputs to other customers.

8.4 Feedback. If Customer provides Feedback to POM, Customer hereby grants POM a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, including incorporating Feedback into the Service, without obligation or compensation to Customer.

8.5 Competitive Use Prohibition. Customer shall not use the Service, the Documentation, POM's technology, or any information obtained through the Service to directly or indirectly develop, train, improve, market, or operate any product or service that competes with the Service or any POM product or technology. This prohibition includes, without limitation, using the Service to build, benchmark, or refine any AI orchestration platform, agent management system, or multi-agent coordination framework that would compete with POM. This restriction shall survive termination of this Agreement for a period of twelve (12) months.

9. Confidentiality

9.1 Definition. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or by any other means, that is designated as confidential or that the Receiving Party reasonably should understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: (a) business plans, strategies, and financial information; (b) product roadmaps, technical specifications, and source code; (c) customer lists, pricing information, and marketing plans; (d) Customer Data; and (e) the terms and conditions of this Agreement (including pricing terms in any Order Form).

9.2 Exclusions. Confidential Information does not include information that:

(a) is or becomes publicly available through no fault or breach by the Receiving Party;

(b) was known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality;

(c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or

(d) is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality.

9.3 Obligations. The Receiving Party shall: (a) use the Disclosing Party's Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement; (b) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information of similar nature, but in no event less than reasonable care; and (c) not disclose the Disclosing Party's Confidential Information to any third party except to its employees, contractors, advisors, and Affiliates who have a need to know and are bound by obligations of confidentiality at least as protective as those set forth herein.

9.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information if compelled by law, regulation, court order, or governmental authority, provided that the Receiving Party (to the extent legally permitted) gives the Disclosing Party prompt written notice of such requirement and reasonable cooperation to enable the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party shall disclose only the minimum amount of Confidential Information required to comply with such requirement.

9.5 Return or Destruction. Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all tangible materials containing the Disclosing Party's Confidential Information and, upon request, certify such return or destruction in writing. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information to the extent required by applicable law or regulation, or as part of automated backup systems, provided that such retained copies remain subject to the confidentiality obligations of this Section 9.

9.6 Duration. The obligations set forth in this Section 9 shall survive termination of this Agreement for a period of three (3) years following the date of disclosure, except that obligations with respect to trade secrets shall continue for as long as such information remains a trade secret under applicable law.

10. Warranties and Disclaimers

10.1 POM Warranties. POM warrants that:

(a) POM has the legal authority to enter into this Agreement and to grant the rights and licenses set forth herein;

(b) the Service will perform materially in accordance with the Documentation during the Subscription Term; and

(c) POM will provide the Service in compliance with all applicable laws and regulations material to POM's delivery of the Service.

10.2 Customer Warranties. Customer warrants that:

(a) Customer has the legal authority to enter into this Agreement and to grant the rights and licenses set forth herein;

(b) Customer Data does not and will not infringe, misappropriate, or violate the Intellectual Property Rights or other rights of any third party;

(d) Customer has obtained all necessary consents, permissions, and authorizations for the submission and processing of Customer Data through the Service, including any data of third parties.

10.3 Disclaimer of Warranties.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 10.1, THE SERVICE, ALL OUTPUTS, AND ALL AI SUB-PROCESSOR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. POM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, POM MAKES NO WARRANTY OR REPRESENTATION THAT:

(a) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

(b) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE, INCLUDING ANY AGENT OUTPUTS, WILL BE ACCURATE, COMPLETE, RELIABLE, OR FREE OF ERRORS, BUGS, SECURITY VULNERABILITIES, OR INFRINGING CONTENT;

(d) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS;

(e) ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED;

(f) THE SERVICE WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR NETWORK ENVIRONMENT; OR

(g) ANY OUTPUT WILL BE ELIGIBLE FOR COPYRIGHT PROTECTION, PATENT PROTECTION, OR ANY OTHER FORM OF INTELLECTUAL PROPERTY PROTECTION UNDER THE LAWS OF ANY JURISDICTION.

10.4 AI-Specific Disclaimers. CUSTOMER ACKNOWLEDGES AND AGREES THAT AI TECHNOLOGY IS INHERENTLY PROBABILISTIC AND THAT AI MODELS MAY GENERATE OUTPUTS THAT ARE INACCURATE, INCOMPLETE, BIASED, OFFENSIVE, OR OTHERWISE UNSUITABLE. POM DOES NOT CONTROL THE AI MODELS OPERATED BY AI SUB-PROCESSORS AND DISCLAIMS ALL LIABILITY FOR THE QUALITY, ACCURACY, OR SUITABILITY OF AI MODEL OUTPUTS. CUSTOMER SHALL NOT RELY ON ANY OUTPUT AS A SOLE SOURCE OF TRUTH, FACTUAL INFORMATION, PROFESSIONAL ADVICE, OR AS A SUBSTITUTE FOR INDEPENDENT PROFESSIONAL JUDGMENT.

10.5 Beta Features. POM may offer beta, preview, early access, or experimental features ("Beta Features"). Beta Features are provided "AS IS" without any warranty, representation, or service level commitment. POM may modify or discontinue Beta Features at any time without notice. Customer's use of Beta Features is at Customer's sole risk.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR USE, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF POM AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED:

(a) Free Tier Customers: One Hundred United States Dollars (USD $100.00);

(b) Pro Tier Customers: the total Fees paid by Customer to POM during the twelve (12) month period immediately preceding the event giving rise to the claim; and

(c) Enterprise Tier Customers: the total Fees paid by Customer to POM during the twelve (12) month period immediately preceding the event giving rise to the claim, or such other amount as may be expressly agreed in an applicable Order Form (a "Super-Cap").

11.3 Carve-outs from Liability Cap. The limitations set forth in Sections 11.1 and 11.2 shall not apply to:

(a) either party's indemnification obligations under Section 12;

(b) Customer's obligation to pay Fees due under this Agreement;

(d) Customer's breach of Section 2.5 (Restrictions), Section 6 (Acceptable Use), or Section 8.5 (Competitive Use Prohibition); or

(e) for Enterprise Tier Customers, damages arising from a breach of confidentiality obligations under Section 9, to the extent set forth in an applicable Order Form.

11.4 Basis of the Bargain. Customer acknowledges that POM has set its Fees and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability set forth in this Section 11 are reasonable given the nature and risks of the Service.

11.5 Applicability. The limitations of liability set forth in this Section 11 shall apply regardless of whether the limited remedies available under this Agreement fail of their essential purpose.

12. Indemnification

12.1 Customer Indemnification of POM (All Tiers). Customer shall indemnify, defend, and hold harmless POM and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "POM Indemnified Parties") from and against any and all third-party claims, actions, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Claims") arising out of or relating to:

(a) Customer's use of the Service in violation of this Agreement, the AUP, or applicable law;

(b) Customer Data, including any Claim that Customer Data infringes, misappropriates, or violates the Intellectual Property Rights or other rights of any third party;

(d) Customer's failure to comply with its obligations under Section 5 (AI Agent Autonomy and Customer Responsibilities), including failure to implement adequate human oversight of Agent actions;

(e) Customer's use of the Service for any High-Risk Activity prohibited under Section 6.2; or

(f) Customer's breach of its representations and warranties under Section 10.2.

12.2 POM Indemnification of Enterprise Tier Customers. For Enterprise Tier Customers only, POM shall indemnify, defend, and hold harmless Customer and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Customer Indemnified Parties") from and against any Claims arising out of or relating to:

(a) an allegation that Customer's authorized use of the Service (excluding Customer Data, Outputs, and Third-Party Services) infringes, misappropriates, or violates the Intellectual Property Rights of any third party; or

(b) POM's gross negligence or willful misconduct in providing the Service.

12.3 Exclusions from POM Indemnification. POM's indemnification obligations under Section 12.2 shall not apply to Claims arising from or relating to:

(a) Customer Data, Customer's prompts, or Customer-provided configurations;

(b) Outputs generated by AI Sub-processors (POM does not control AI model outputs);

(d) the combination of the Service with any third-party product, service, or technology not provided or approved by POM;

(e) Customer's continued use of the Service after POM has notified Customer of an alleged infringement and provided a non-infringing alternative;

(f) use of the Service in violation of this Agreement or the Documentation; or

(g) any free or open-source component of the Service, including AHP, which is provided without indemnification.

12.4 Indemnification Procedures. The indemnified party shall: (a) promptly notify the indemnifying party in writing of any Claim (provided that failure to provide timely notice shall not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party shall not settle any Claim without the indemnified party's prior written consent if the settlement imposes any obligation on the indemnified party other than the payment of money or includes an admission of fault); and (c) provide the indemnifying party with reasonable cooperation and assistance at the indemnifying party's expense.

12.5 Infringement Remedies. If the Service becomes, or in POM's reasonable opinion is likely to become, the subject of an infringement Claim, POM may, at its sole option and expense: (a) procure the right for Customer to continue using the Service; (b) modify the Service to make it non-infringing without materially reducing its functionality; or (c) replace the Service with a functionally equivalent non-infringing alternative. If none of the foregoing options is commercially reasonable, POM may terminate Customer's access to the affected portion of the Service and refund any prepaid Fees covering the remainder of the Subscription Term for the terminated portion.

13. Term and Termination

13.1 Term. This Agreement commences on the date Customer first accesses the Service or accepts this Agreement, whichever is earlier, and continues until terminated in accordance with this Section 13.

13.2 Subscription Term. Unless otherwise specified in an Order Form, subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Enterprise Tier subscription renewal terms shall be governed by the applicable Order Form.

13.3 Termination for Convenience.

(a) Free Tier Customers may terminate this Agreement at any time by deleting their Account.

(b) Pro Tier Customers may terminate this Agreement at any time by canceling their subscription through the Account settings. Termination shall be effective at the end of the then-current billing period.

(d) POM may terminate Free Tier access at any time with fifteen (15) days' prior notice. POM may terminate Pro Tier or Enterprise Tier subscriptions as provided in the applicable Order Form or upon thirty (30) days' prior written notice.

13.4 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if:

(a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach (or ten (10) days for non-payment of Fees);

(b) the other party becomes the subject of a voluntary or involuntary petition in bankruptcy, is adjudicated bankrupt, has a receiver or trustee appointed for substantially all of its assets, makes an assignment for the benefit of creditors, or undergoes any substantially similar proceeding under applicable insolvency law; or

13.5 Termination for Violation. POM may suspend or terminate Customer's access to the Service immediately and without prior notice if POM reasonably determines that:

(a) Customer is using the Service in violation of Section 6 (Acceptable Use) in a manner that poses an immediate risk of harm;

(b) Customer's use of the Service violates applicable law or could expose POM to legal liability; or

POM shall provide written notice of the reason for such suspension or termination as soon as reasonably practicable.

13.6 Effect of Termination.

(a) Upon termination of this Agreement for any reason, all rights and licenses granted to Customer under this Agreement shall immediately cease, and Customer shall immediately stop using the Service.

(b) Sections that by their nature should survive termination shall survive, including without limitation Sections 1 (Definitions), 3.1 (Ownership), 3.3 (No Training Commitment), 3.4 (No Data Sales), 8 (Intellectual Property), 8.5 (Competitive Use Prohibition), 9 (Confidentiality), 10.3 (Disclaimer of Warranties), 10.4 (AI-Specific Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13.6 (Effect of Termination), 13.7 (Data Export and Deletion), 15 (Governing Law and Dispute Resolution), and 16 (Miscellaneous).

(c) Termination shall not relieve Customer of the obligation to pay any Fees accrued or owing prior to the effective date of termination.

13.7 Data Export and Deletion.

(a) Free Tier and Pro Tier Customers: Customer may export Customer Data at any time during the Subscription Term using the self-service tools available in the Service. Upon termination, Customer shall have thirty (30) days to export Customer Data, after which POM shall delete Customer Data from POM's systems within thirty (30) days, except as required to be retained by applicable law or regulation.

(b) Enterprise Tier Customers: Upon termination, POM shall provide Customer with thirty (30) days to export Customer Data. Following the export period, POM shall delete Customer Data from POM's systems within thirty (30) days and, upon Customer's written request, provide written certification of such deletion signed by an authorized representative of POM.

(c) AI Sub-processor Retention. Customer acknowledges that Customer Data previously transmitted to AI Sub-processors may be retained by such AI Sub-processors in accordance with their respective data retention policies, and POM's deletion obligations do not extend to data held by AI Sub-processors. POM will provide Customer with information regarding AI Sub-processor retention periods upon request.

14. Data Protection

14.1 Data Processing Agreement. To the extent that POM processes personal data on behalf of Customer in connection with the Service, the parties' respective obligations regarding such processing shall be set forth in the Data Processing Agreement, currently available at https://askpom.com/legal/dpa, which is incorporated into this Agreement by reference. In the event of a conflict between this Agreement and the DPA with respect to the processing of personal data, the DPA shall prevail.

14.2 Privacy Policy. POM's collection and use of personal information in connection with the Service is described in the Privacy Policy, currently available at https://askpom.com/legal/privacy. The Privacy Policy applies to POM's processing of personal information as a data controller (for example, Account registration data, usage analytics, and billing information).

14.3 GDPR Compliance. For Customers subject to the General Data Protection Regulation (EU) 2016/679 ("GDPR") or the UK General Data Protection Regulation:

(a) POM shall process personal data as a data processor on behalf of Customer (as data controller) in accordance with the DPA;

(b) the DPA incorporates Standard Contractual Clauses approved by the European Commission for transfers of personal data to countries outside the European Economic Area that have not received an adequacy determination; and

14.4 CCPA Compliance. For Customers subject to the California Consumer Privacy Act, as amended by the California Privacy Rights Act ("CCPA"):

(a) POM acts as a "service provider" (as defined in the CCPA) with respect to personal information processed on behalf of Customer;

(b) POM shall not sell or share (as those terms are defined in the CCPA) personal information received from Customer; and

14.5 Sub-processor Compliance. POM shall ensure that each AI Sub-processor is bound by data processing obligations that are no less protective than those set forth in the DPA. POM shall be responsible for the acts and omissions of its AI Sub-processors to the extent required by applicable data protection law.

14.6 Security Incidents. POM shall notify Customer without undue delay (and in any event within seventy-two (72) hours) upon becoming aware of a Personal Data Breach (as defined in the DPA) affecting Customer Data. Notification shall include, to the extent known: (a) the nature of the Personal Data Breach; (b) the categories and approximate number of data subjects and records affected; (c) the likely consequences of the Personal Data Breach; and (d) the measures taken or proposed to be taken to address the Personal Data Breach. POM's obligation to notify Customer of a Personal Data Breach shall not be construed as an acknowledgment of fault or liability by POM.

14.7 EU AI Act Compliance.

(a) POM's Classification. POM operates as a "deployer" of general-purpose AI models within the meaning of the EU Artificial Intelligence Act (Regulation (EU) 2024/1689) (the "AI Act"). POM does not develop or train the AI models accessed through the Service; POM orchestrates third-party AI models provided by AI Sub-processors.

(b) Customer Obligations. Where Customer uses the Service within the European Union or in connection with individuals located in the European Union, Customer shall:

(i) comply with all applicable transparency obligations under the AI Act, including informing end users that they are interacting with or receiving outputs from an AI system;

(ii) conduct and maintain appropriate risk assessments where Customer uses the Service in connection with use cases classified as "high-risk" under the AI Act (including, without limitation, employment, creditworthiness, education, essential services, law enforcement, or immigration);

(iii) implement human oversight measures proportionate to the risks associated with Customer's specific use case; and

(iv) maintain records and documentation required by the AI Act for Customer's use of AI systems, including logs of AI-assisted decisions where required.

(c) POM's Cooperation. POM shall use commercially reasonable efforts to provide Customer with information reasonably necessary for Customer to fulfill its obligations under the AI Act, including information about the AI models accessed through the Service, the nature of AI processing, and applicable technical documentation provided by AI Sub-processors.

(d) High-Risk Use Notification. Customer shall notify POM in writing if Customer intends to use the Service for any purpose classified as "high-risk" under the AI Act. POM reserves the right to impose additional terms, conditions, or restrictions on high-risk use.

(e) Updates. POM will update this Section 14.7 as implementing guidance, delegated acts, and enforcement practices under the AI Act are finalized. Material updates will be subject to the notice provisions in Section 16.2.

15. Governing Law and Dispute Resolution

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

15.2 Arbitration (Free Tier and Pro Tier). Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (each, a "Dispute"), shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with the AAA Commercial Arbitration Rules then in effect.

(a) Seat of Arbitration: Wilmington, Delaware.

(b) Number of Arbitrators: One (1).

(d) Discovery: Limited discovery shall be permitted as determined by the arbitrator, consistent with the expedited nature of arbitration.

(e) Confidentiality: The arbitration proceedings and any award shall be kept confidential by both parties, except to the extent disclosure is required by applicable law or to enforce the arbitral award.

(f) Award: The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

(g) Costs: Each party shall bear its own attorneys' fees and costs, unless the arbitrator determines that a party's Claim or defense was frivolous or brought in bad faith, in which case the arbitrator may award reasonable attorneys' fees to the prevailing party.

15.3 Class Action Waiver (Free Tier and Pro Tier). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST POM. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THE ARBITRATION PROVISION IN SECTION 15.2 SHALL BE NULL AND VOID, AND THE DISPUTE SHALL BE RESOLVED IN COURT AS SET FORTH IN SECTION 15.5.

15.4 Enterprise Dispute Resolution. For Enterprise Tier Customers, dispute resolution procedures shall be as set forth in the applicable Order Form or MSA. In the absence of specific dispute resolution provisions in an Order Form or MSA, the following shall apply:

(a) Escalation: Prior to initiating any formal proceeding, the parties shall attempt to resolve any Dispute through good-faith negotiation between senior executives of each party for a period of thirty (30) days following written notice of the Dispute.

(b) Litigation: If the Dispute is not resolved through negotiation, either party may bring an action in the federal or state courts located in New Castle County, Delaware. Each party consents to the exclusive jurisdiction of such courts and waives any objection to venue or inconvenient forum.

(c) Class Action Waiver: The class action waiver set forth in Section 15.3 applies to Enterprise Tier Customers unless expressly waived in an applicable Order Form or MSA.

15.5 Judicial Forum. For any Dispute not subject to arbitration under this Agreement, or where the arbitration provisions of Section 15.2 are found unenforceable, the parties consent to the exclusive jurisdiction and venue of the federal and state courts located in New Castle County, Delaware.

15.6 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Intellectual Property Rights, Confidential Information, or other proprietary rights, without the necessity of posting bond or other security.

15.7 Prevailing Party. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

16. Miscellaneous

16.1 Entire Agreement. This Agreement, together with all Order Forms, the AUP, the Privacy Policy, the DPA, and any applicable SLA, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of a conflict between this Agreement and any Order Form, the Order Form shall prevail. In the event of a conflict between this Agreement and the DPA with respect to data protection matters, the DPA shall prevail.

16.2 Amendments. POM may amend this Agreement from time to time by posting the revised version at https://askpom.com/legal/terms with an updated "Last Updated" date. For Free Tier and Pro Tier Customers, material changes shall be effective thirty (30) days after posting (or such later date as specified in the notice), and continued use of the Service after the effective date constitutes acceptance of the revised Agreement. For Enterprise Tier Customers, amendments to this Agreement shall only be effective if agreed in writing signed by authorized representatives of both parties, unless the applicable Order Form provides otherwise.

16.3 Assignment. Customer may not assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, without POM's prior written consent. POM may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without Customer's consent, provided that the assignee agrees to be bound by the terms of this Agreement. Any attempted assignment in violation of this Section 16.3 shall be void.

16.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

16.5 Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

16.6 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from circumstances beyond the party's reasonable control, including without limitation acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, acts of governmental authorities, power or telecommunications failures, internet disturbances, AI Sub-processor outages, or cyberattacks ("Force Majeure Event"). The affected party shall promptly notify the other party of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice.

16.7 Notices. All notices under this Agreement shall be in writing and shall be deemed given: (a) upon personal delivery; (b) upon confirmed delivery by a nationally recognized overnight courier; (c) upon the date sent by email (with confirmation of receipt); or (d) three (3) business days after deposit in the United States mail, postage prepaid, registered or certified mail, return receipt requested. Notices to POM shall be sent to: legal@pom.dev (or such other address as POM may designate in writing). Notices to Customer shall be sent to the email address associated with Customer's Account.

16.8 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, agency, or employment relationship between the parties.

16.9 Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement, except that POM Indemnified Parties and Customer Indemnified Parties are intended third-party beneficiaries of Sections 12.1 and 12.2, respectively.

16.10 Export Compliance. Customer shall comply with all applicable export control and sanctions laws and regulations, including those of the United States, in connection with its use of the Service. Customer shall not access or use the Service in any country or region subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), or by any individual or entity on any U.S. government restricted party list.

16.11 Government End Users. If Customer is a U.S. government entity or if this Agreement is being entered into in connection with a U.S. government contract, the Service constitutes "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. Accordingly, use, duplication, disclosure, modification, and adaptation of the Service shall be subject to the terms and conditions of this Agreement and shall not be subject to any additional government terms.

16.12 Construction. The section headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The word "including" means "including without limitation." References to "days" mean calendar days unless otherwise specified. This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting party.

16.13 Counterparts. Order Forms may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

Contact Information

For questions about these Terms of Service, please contact:

Pom Labs, Inc. Email: legal@pom.dev Website: https://askpom.com

End of Terms of Service

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