Terms of Service

1.1 “Affiliate” Any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement.

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1.2 “Authorized User” Any employee or contractor of the Customer who is authorized by the Customer to use the Services under the terms of this Agreement.

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1.3 “Availability” The percentage of total time in which the Services are operational and accessible to the Customer, excluding downtime as defined and excused under the Service Level Agreement (SLA).

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1.4 “Confidential Information” All information disclosed by one party to the other, in any form, which is designated as “Confidential,” “Proprietary,” or something similar, or which should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

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1.5 “Customer Data” All data, information, and material provided or submitted by the Customer to or through the Services for processing or in the course of utilizing the Services.

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1.6 “Documentation” The official user guides, help documentation, operational manuals, and any other support materials provided by Chief to the Customer that describe the functionality and use of the Services.

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1.7 “Effective Date” The date on which this Agreement is signed by the last party, at which point it becomes legally binding upon the parties.

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1.8 “Implementation/Onboarding Fee” The non-refundable fee charged to the Customer for the initial setup, customization, and training necessary to implement the Services.

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1.9 “Insights” The analytical findings, recommendations, or action items derived from the Customer Data using the Services.

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1.10 “Intellectual Property Rights” Ownership rights for any and all types of patents, copyrights, trademarks, trade secrets, and any other forms of intellectual property associated with the Services provided under this Agreement.

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1.11 “Large Language Model (LLM)” A sophisticated AI model that processes natural language data and is specially trained using the Customer’s Operational Data through the Services.

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1.12 “Operational Data” The diverse sets of organizational data from the Customer’s operations processed by the Services, including data from CRM systems, prospecting tools, accounting software, forecasting tools, data lakes, and various management platforms.

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1.13 “Statement of Work” The written document executed by both parties specifying the particular services subscribed to by the Customer, including quantities, prices, and any particular terms and conditions.

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1.14 “Renewal Term” The 1-year automatic extension period(s) following the initial Subscription Term, unless otherwise terminated by a party in accordance with the notice requirements of this Agreement.

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1.15 “Services” The Chief Platform as a whole, inclusive of the Chief Data ETL, Chief’s Operational Insight Engine, Chief’s Management Dashboard, CompanyGPT, and any other related software, updates, or services (including professional services provided to the Customer as identified in the Statement of Work.

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1.16 “Subscription Term” The initial fixed period of 1 year from the Effective Date during which the Customer is licensed to use the Services, subject to renewal terms as stated in this Agreement.

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1.17 “Support Services” Technical and customer support provided by Chief to the Customer, detailed in the Service Level Agreement (SLA), aimed at resolving issues and answering questions regarding the Services.

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1.18 “Updates” Modifications, enhancements, additions, or improvements to the Services, including new releases or versions of the software, provided by Chief to the Customer as part of ongoing maintenance and support.

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1.19 “Uptime” The time during which the Services are correctly operating and available to the Customer without outages, as articulated in the Service Level Agreement (SLA).

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1.20 “Business Continuity and Disaster Recovery” Chief’s strategic framework of advance planning and procedures to ensure the Services’ operation continues with minimal or no interruption in the event of an emergency or system disruption.

2.1 Service Provision. Chief agrees to provide the Customer with access to the Services as described in the Statement of Work and this Agreement, which includes the Chief Data ETL, Chief’s Operational Insight Engine, Chief’s Management Dashboard, CompanyGPT, and any subsequent Updates and enhancements made available to the Customer during the Subscription Term. The Services are designed to enable the Customer to leverage operational data for the training of a proprietary Large Language Model (LLM) to generate insights and automate certain business functions.

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2.2 License Grant. Subject to the terms of this Agreement and the payment of applicable fees, Chief hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Services for its internal business operations for the duration of the Subscription Term. This license may be extended to Affiliates of the Customer, provided they agree to be bound by the terms of this Agreement.

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2.3 License Restrictions. The Customer shall not, and shall not permit any Users or third parties to: reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the Services; use the Services in any manner that could damage, disable, overburden, or impair the Services; or use the Services for any purpose other than as expressly permitted in this Agreement. The Customer shall not use the Services to store or transmit infringing or unlawful material, or to engage in fraudulent, obscene, or illegal activities.

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2.4 User Access and Responsibilities. The Services shall only be accessed by the Customer’s Authorized Users who have been supplied user identifications and passwords by the Customer (or by Chief at the Customer’s request). The Customer is responsible for maintaining the confidentiality of all Authorized User login information and for ensuring that each Authorized User complies with the terms of this Agreement.

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2.5 Compliance with Laws. Both parties agree to comply with all applicable laws and regulations in the execution and performance of this Agreement. The Customer shall be responsible for obtaining any regulatory approvals, consents, or licenses required for the Customer’s use of the Services and for the provision of Customer Data to Chief for the purpose of receiving the Services.

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2.6 Ownership and Feedback. All rights, title, and interest in and to the Services and Feedback, including all Intellectual Property Rights therein, are and will remain with Chief. The Customer acknowledges that it gains no proprietary rights to the Services under this Agreement. The Customer may provide: (i) feedback, suggestions, enhancements, recommendations, requests, information, or ideas about features, functionality or operation of the Services or the use of the Services, and/or (ii) prompts, queries, or inputs to Chief’s artificial intelligence tools which tools may provide outputs, replies, or answers (all of both (i) and (ii) are “Feedback”), which Chief may use for any purpose, including improving the Services, without any obligation or compensation to the Customer.

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2.7 Service Levels and Support. Chief shall provide the Support Services to the Customer as outlined in the Service Level Agreement (SLA). The Service Levels include commitments regarding Availability, Uptime, and response times for Support Services requests.

3.1 Fees. The Customer agrees to pay all fees specified in the Statement of Work. This includes the annual subscription fee and the one-time Implementation/Onboarding Fee required to initiate the Services. All fees are quoted and payable in United States dollars and are based on services purchased and not actual usage.

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3.2 Invoicing and Payment. Chief will invoice the Customer annually in advance in accordance with the terms set forth in the Statement of Work. The first invoice will include the Implementation/Onboarding Fee and the subscription fee for the initial Subscription Term. Each subsequent invoice will be issued ninety (90) days before the commencement of any Renewal Term. The Customer is responsible for providing complete and accurate billing and contact information to Chief and notifying Chief of any changes to such information.

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3.3 Overdue Charges. If any invoiced amount is not received by Chief by the due date, then without limiting our rights or remedies, 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.

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3.4 Suspension of Service. If any charge owing by the Customer is ninety (90) days or more overdue, Chief may, without limiting our other rights and remedies, suspend Services until such amounts are paid in full.

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3.5 Payment Disputes. The Customer must notify Chief in writing within fifteen (15) days of the invoice date of any dispute with any charges set forth in the invoice, along with substantial evidence documenting the dispute. If the Customer does not provide such notice within the time frame, the Customer agrees that it waives any right to dispute such amounts.

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3.6 Taxes. The Customer is responsible for all taxes associated with Services other than U.S. taxes based on Chief’s net income. If Chief has the legal obligation to pay or collect taxes for which the Customer is responsible under this paragraph, the appropriate amount shall be

invoiced to and paid by the Customer unless the Customer provides Chief with a valid tax exemption certificate authorized by the appropriate taxing authority.

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3.7 Future Functionality. The Customer acknowledges that their purchases are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Chief regarding future functionality or features.

4.1 General Use. The Customer agrees to use the Services in accordance with the Documentation and terms of this Agreement, and shall not use the Services for any purposes not expressly permitted by the Agreement.

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4.2 Compliance with Laws. The Customer is responsible for complying with all local, state, federal, and international laws and regulations applicable to its use of the Services, including without limitation, all laws related to data privacy, international communications, and the transmission of technical or personal data.

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4.3 Account Use and Security. The Customer is responsible for all activity occurring under its User accounts and shall abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with its use of the Services, including those related to data privacy, international communications, and the exportation of technical or personal data. The Customer shall: (i) notify Chief immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Chief immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by the Customer or its Users; and (iii) not impersonate another Chief user or provide false identity information to gain access to or use the Services.

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4.4 Customer Data. The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. The Customer is also responsible for maintaining, securing, and storing all Customer Data in accordance with applicable laws and regulations, including any obligations concerning data retention.

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4.5 Third-Party Services. If Customer uses any third-party service with the Services (e.g., a service that utilizes a Chief API), the Customer is responsible for any procurement and use of such third-party service and the interoperation of such third-party service with the Services provided by Chief.

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4.6 Restrictions on Use. The Customer shall not (i) sell, resell, rent, or lease the use of the Services; (ii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (iii) use the Services to store or transmit malicious code; or (iv) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein.

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4.7 Support and Cooperation. The Customer will provide reasonable cooperation, assistance, and support to Chief in the event of any service outages, security incidents, or investigations, as well as compliance with any applicable service level agreements.

5.1 Term of Agreement. This Agreement commences on the Effective Date and will continue in effect until the end of the initial Subscription Term of one year(s), unless earlier terminated according to the provisions of this Agreement. Following the initial Subscription Term, the Agreement will automatically renew for successive one-year Renewal Terms, unless either party provides the other with a written notice of non-renewal at least ninety (90) days before the end of the then-current term.

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5.2 Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other party of a material breach, provided such breach remains uncured at the expiration of such period, or (ii) if the other party becomes insolvent, files for bankruptcy, or undergoes some other form of financial insolvency procedure.

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5.3 Termination for Convenience. The customer may terminate this Agreement for any reason only by providing Chief with a written notice of termination. Such notice must be received by Chief no later than ninety (90) days prior to the end of the current Subscription Term to prevent auto-renewal. If the Customer fails to deliver the notice of termination within this timeframe, the Subscription Term shall auto-renew as outlined in the Agreement. Any early termination fees as stipulated in the Statement of Work shall apply.

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5.4 Refund or Payment upon Termination. Upon any early termination by Customer for Chief’s breach, the Customer will be entitled to a pro-rata refund of the pre-paid fees for the remainder of the term after the effective date of termination. In the case of termination for cause by Chief, the Customer is obligated to pay any unpaid fees covering the remainder of the term of the Agreement. In no event will termination relieve the Customer of its obligation to pay any fees payable to Chief for the period prior to the effective date of termination.

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5.5 Return of Customer Data. Upon request by the Customer made within ninety (90) days after the effective date of termination or expiration of this Agreement, Chief will provide the Customer with access to, or make available for download, the Customer Data in Chief’s possession. After this 90-day period, Chief shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession.

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5.6 Surviving Provisions. The sections titled “Fees and Payments,” “Confidentiality,” “Intellectual Property Rights,” “Limitation of Liability,” “Indemnification,” and “General Provisions,” and any other sections which by their nature should survive, will continue in full effect after the termination or expiration of this Agreement.

6.1 Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” includes all information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as “Confidential,” “Proprietary,” or some similar designation. Confidential Information can also include information disclosed by third parties at the direction of a Disclosing Party. However, Confidential Information does not include any information that is or becomes publicly known through no breach of this agreement, is already in the possession of the Receiving Party without confidentiality restrictions at the time of disclosure, is obtained by a third party without breach of any obligation of confidentiality, or is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

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6.2 Protection of Confidential Information. The Receiving Party agrees to use the same degree of care in protecting the Confidential Information as it would use to protect its own confidential and proprietary information of similar importance but no less than a reasonable degree of care. The Receiving Party will use Confidential Information solely for the purpose of fulfilling its obligations under this Agreement.

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6.3 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

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6.4 Remedies. Both parties acknowledge that any use or disclosure of the other’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the non-disclosing party irreparable damage for which remedies other than monetary damages may be inadequate. In case of such unauthorized use or disclosure, the non-disclosing party shall be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, without the requirement to post a bond or other security, or to prove actual damages.

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6.5 Return or Destruction of Confidential Information. Upon the termination or expiration of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all copies of the Disclosing Party’s Confidential Information. If the Receiving Party determines that it is not feasible to return or destroy electronic copies of Confidential Information, those copies can be maintained in archive storage subject to the obligations of confidentiality as set forth in this Agreement.

7.1 Service Warranty. Chief warrants that the Services will perform materially in accordance with the Documentation and will be provided in a manner consistent with generally accepted industry standards. Chief does not warrant that the Customer’s use of the Services will be error-free or uninterrupted.

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7.2 Customer Data Warranties. The Customer warrants that it has all necessary rights to provide the Customer Data to Chief and that the use of such Customer Data by Chief in accordance with this Agreement will not violate any applicable laws or rights of any third party.

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7.3 Disclaimers. Except as expressly provided herein, Chief does not make any warranty of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Chief and its licensors do not warrant that the Services will meet all of the Customer’s requirements or expectations, or that all non-conformities can or will be corrected.

8.1 Data Processing. Chief will process Customer Data only to provide the Services and in accordance with the Customer’s instructions. The processing of Customer Data will be in compliance with applicable data protection laws and regulations. Chief shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing.

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8.2 Data Privacy. Chief is committed to protecting the privacy and security of Customer Data. Chief agrees to promptly notify the Customer of any unauthorized access to or use of Customer Data that comes to Chief’s knowledge and to assist in the investigation and remediation of any such unauthorized access or use.

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8.3 Subprocessors. Chief may engage third-party subprocessors to assist in providing the Services. Chief shall ensure that such subprocessors are bound by data protection obligations consistent with those stipulated in this Agreement and shall remain liable for any processing carried out by such subprocessors that breach this Agreement.

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8.4 Data Transfer. If personal data processed under this Agreement is transferred from a country within the European Union, the European Economic Area, or their member states, Switzerland, or the United Kingdom, to a country outside of it, such transfer shall be performed in compliance with the relevant data protection laws, including ensuring adequate levels of protection and implementing appropriate safeguards.

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8.5 Data Subject Rights. Chief will provide reasonable assistance, including by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer’s obligation to respond to requests for exercising data subject rights laid down in the applicable data protection laws.

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8.6 Data Retention and Deletion. Upon termination of the Services, Chief will, at the choice of the Customer, delete or return all Customer Data to the Customer unless there is a legal requirement to store the personal data. Chief shall then delete all existing copies unless legally obligated to retain the personal data.

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8.7 Data Protection Officer. Chief designates a Data Protection Officer (DPO) responsible for overseeing Chief’s data protection strategy and its implementation to ensure compliance with GDPR requirements. The DPO can be reached at dpo@getchief.com.

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8.8 Compliance Documentation. Chief shall make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in this section and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer.

9.1 Indemnification by Chief. Chief agrees to indemnify and hold harmless the Customer from and against any claims, damages, or costs (including reasonable attorneys’ fees) arising out of or in connection with a third-party claim alleging that the use of the Services as contemplated hereunder infringes the intellectual property rights of such third party.

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9.2 Indemnification by Customer. The Customer agrees to indemnify and hold harmless Chief from and against any claims, damages, or costs (including reasonable attorneys’ fees) arising out of or in connection with the Customer’s breach of the Customer Data Warranties or the unauthorized use of the Services by Customer or its Users.

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9.3 Indemnification Procedures. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the defending party in defending against the claim. The indemnifying party will have full control and authority over the defense, except that any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, which will not be unreasonably withheld or delayed.

10.1 Limitation on Direct Damages. Chief’s entire liability arising out of or related to this Agreement, whether under theories of contract, warranty, tort (including negligence), product liability, or otherwise, will not exceed the total amount actually paid by the Customer to Chief for the services that are the subject of the claim during the twelve (12) months immediately preceding the date on which the claim arose.

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10.2 Exclusion of Consequential and Related Damages. In no event shall either party have any liability to the other party for any lost profits or for any indirect, special, incidental, punitive, or consequential damages however caused, whether under theory of contract, tort (including negligence), product liability, or otherwise, even if a party has been advised of the possibility of such damages.

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10.3 Exceptions to Limitations. The limitations of liability stated in Sections 10.1 and 10.2 shall not apply to the parties’ obligations under Section 9 (Indemnification), or for damages that result from a party’s willful misconduct or gross negligence, or for the Customer’s payment obligations under the “Fees and Payment” section of this Agreement.

11.1 Governing Law. This Agreement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws provisions.

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11.2 Notices. Any notices or communication under the Agreement shall be in writing and shall be deemed delivered when sent to the respective addresses as first above written via certified mail, return receipt requested, or when sent by email to the designated contact points provided by each party.

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11.3 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, it will not affect the validity of the remainder of the Agreement, which will remain in full force and effect.

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11.4 Non-Waiver. No delay or omission by either party in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by any party on one occasion is effective only in that instance and will not be construed as a bar or waiver of any right on any other occasion.

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11.5 Assignment. The Customer may not assign this Agreement or any rights hereunder without the prior written consent of Chief, which will not be unreasonably withheld. Chief may assign this Agreement without the consent of the Customer in the case of a merger, acquisition, or sale of all or substantially all of its assets.

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11.6 Entire Agreement. This Agreement, including the Statement of Work and any exhibits and addenda, constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

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11.7 Amendment. No alteration, amendment, change, or addition to this Agreement will be binding upon the parties unless agreed to in writing by the authorized representatives of both parties.

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11.8 Force Majeure. Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reasons beyond its reasonable control, including any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications.

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11.9 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.

1.1. “System Availability” will mean, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the Total Time during such month, and thereafter dividing the difference so obtained by the total time during such month.

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1.2. “System Uptime” will mean the total amount of time during any calendar month, measured in minutes, for which the application is accessible (1.6) by the Customer and its licensed users.

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1.3. “Scheduled Downtime” will mean the total amount of time during any calendar month, measured in minutes, during which Customer is not able to access the Service due to planned system maintenance performed by Chief or its subcontractors. Chief will exercise reasonable efforts to perform scheduled system maintenance between the hours of 10:00 PM and 8:00 AM Eastern Time, and to provide notice to Customer at least seventy-two (72) hours in advance of a planned system maintenance.

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1.4. “Unscheduled Downtime” will mean the total amount of time during any calendar month, measured in minutes, for which the application is not Accessible to the Customer and its licensed users.

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1.5. “Total Monthly Time” is deemed to include all minutes in the relevant calendar month, to the extent such minutes are included within the term of the Subscription Services Agreement.

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1.6 “Accessible” application will mean that the Chief application is online and available for licensed users to login and access critical functionalities: Chief’s Operational Insight Engine, Chief’s Management Dashboard, CompanyGPT, and any critical subsequent Updates and enhancements made available to the Customer during the Subscription Term.

2.1. System Availability. Chief will undertake commercially reasonable measures to ensure that System Availability equals or exceeds 99.5% during each calendar month (the “Service Standard”), provided that any Unscheduled Downtime occurring as a result of (i) Customer’s breach of any provision of the Agreement; (ii) non-compliance by Customer with any provision of this SLA; (iii) incompatibility of Customer’s equipment or software with the Service; (iv) performance of Customer’s Systems; (v) force majeure, as defined in Section 11.8 of the Subscription Services Agreement, or (vi) issues with the internet backbone provider, Third Party Hosting Provider or general network connectivity shall not be considered toward any reduction in System Availability measurements. Chief will not be liable for any lost revenues during down time.

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2.2. System Monitoring and Measurement. Chief will provide for monitoring of System Availability on an ongoing basis. All measurements of System Availability will be calculated on a monthly basis for each calendar month during the term of the Subscription Services Agreement.

3.1. Customer Obligations. Customer is responsible for maintenance and management of its computer network(s), servers, software, and any equipment or services related to maintenance and management of the foregoing. Customer is responsible for correctly configuring its systems in accordance with any instructions provided by Chief, as may be necessary for provision of access to the features and functions of the Service.

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3.2. Non-Performance by Customer. The obligations of Chief set forth in this SLA will be excused to the extent any failures to meet such obligations result in whole or in part from Customer’s or its users failure(s) to meet the foregoing obligations.

3.1. Customer Obligations. Customer is responsible for maintenance and management of its computer network(s), servers, software, and any equipment or services related to maintenance and management of the foregoing. Customer is responsible for correctly configuring its systems in accordance with any instructions provided by Chief, as may be necessary for provision of access to the features and functions of the Service.

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3.2. Non-Performance by Customer. The obligations of Chief set forth in this SLA will be excused to the extent any failures to meet such obligations result in whole or in part from Customer’s or its users failure(s) to meet the foregoing obligations.