Comet Platform Terms of Service

Welcome to the Comet Platform Terms of Service (“Terms”). These Terms, together with any Order Form(s) you enter into in connection herewith, and all exhibits and attachments hereto and thereto, shall collectively be referred to herein as the “Agreement”. For the purposes of this Agreement, “you” or “Customer” means you, the licensee set forth in the Order Form or otherwise accessing and using the Site (defined below) or the Comet Platform (defined below), and “Comet” “we,” “us,” or “our” means and refers to Comet ML Inc. and its Affiliates. Company and Customer may be referred to herein together as the “Parties” and individually as a “Party”. Capitalized terms used but not defined herein shall have the meaning assigned in the corresponding Order Form, as applicable.

The Comet Platform enables data science teams and individuals to track their datasets, code changes, experimentation history, and production models creating efficiency, transparency, and reproducibility. You can use the Comet Platform for deep learning, or any computational tasks you wish to record.

Please read these Terms and the other components of the Agreement carefully because they govern your use of our website, https://www.comet.com (the “Site”) and the Comet Platform, and all of the services and products available through the Site and the Comet Platform. If you have any questions, contact us at support@comet.com.

In the event of a conflict between these Terms and any Order Form, these Terms shall govern unless the provisions of the relevant Order Form explicitly state that the particular relevant portion of the Order Form should supersede these Terms.

1 Agreement to Terms; Enforceability: By accessing and using the Site or the Comet Platform you are accepting and agreeing to be bound by all of the terms, conditions, restrictions, and requirements of this Agreement, including but not limited to these Terms, each such Order Form, and all exhibits or attachments thereto. For the avoidance of doubt, this Agreement represents a limited, non-exclusive, non-transferable, revocable license to access and use the Site and the Comet Platform and is not a contract for sale of the Site, the Comet Platform, any component thereof, or any other product or service. Customer expressly acknowledges and agrees that the Agreement shall be a binding and fully enforceable agreement and, as such, Comet shall be entitled to enforce all of the terms and conditions in the Agreement, including but not limited to any and all of Comet’s rights and remedies set forth in the Agreement, directly against Customer.

2 Definitions. For the purposes of this Agreement, the definitions set forth in this Section shall apply to the respective terms:

2.1 “Access Protocol” means the passwords, access codes, technical specifications and/or instructions, connectivity standards or protocols, or other relevant procedures and/or Documentation, as may be set forth or provided by Comet as necessary to allow Customer or any Users to access and use the Comet Platform.

2.2 “Affiliate” shall mean any corporation or other entity that is directly or indirectly controlling, controlled by or under common control with a Party. For the purpose of this definition, “control” means: (i) the direct or indirect ownership of more than fifty percent (50%) of the capital stock of the subject entity; (ii) controls more than fifty percent (50%) of the voting rights of the subject entity; or (iii) possesses, directly or indirectly, the power to direct or cause direction of the management or policies of the subject entity (whether through ownership of securities or other ownership interests, by contract or otherwise).

2.3 “Agreement” means, collectively, these Terms and all exhibits attached hereto and/or incorporated herein by reference (including but not limited to each Order Form and any SOWs).

2.4 “AI Features” features of the Comet Platform that utilize artificial intelligence, machine learning models, generative AI systems, and similar automated systems, including but not limited to features that generate, analyze, or suggest code, configurations, or other outputs, including features that utilize or leverage Third-Party AI Systems.

2.5 “AI Outputs” means the results, outputs, code, recommendations, and other materials generated by AI Features. AI Outputs are distinct from, and do not include, Customer Data (and vice versa).

2.6 “Comet Platform” means, collectively, Comet’s hosted platform and related services for experiment management, monitoring, evaluation, observability, and optimization of AI Features, including all (i) related modules, features, updates, or enhancements made available by Comet, and (ii) Comet’s APIs and pre-existing information, data, know-how, and materials incorporated in or used by or on behalf of Comet to prepare and deliver the Comet Platform and related services.

2.7 “Customer Data” means any data, information, applications, or other electronic items originated by Customer or its Users that Customer or its Users submit to the Comet Platform and/or produced by the Comet Platform for Customer (but excluding AI Outputs).

2.8 “Customer Hosted” means, solely to the extent specified on the corresponding Order Form, Customer’s access of use of the Comet Platform via systems and equipment owned, controlled, and/or managed by or on behalf of Customer (collectively, “Customer Systems”) (i.e., as opposed to access and use of the Comet Platform hosted by Comet).

2.9 “Documentation” means the related materials customarily supplied or made available by Comet to customers relating to the Comet Platform, including without limitation printed and on-line documentation, on-line help, and training materials.

2.10 “Intellectual Property Rights” means: (i) all patents, copyright, database rights, compilations, know-how, designs, and trademarks (registered or unregistered), and related goodwill, as well as proprietary rights, trade secret, moral rights (including rights of authorship and attribution and subsequent modification); (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and (iii) applications, registrations, extensions, and renewals in relations to any such rights.

2.11 “Laws” means all applicable laws, regulations, orders, and binding codes of practice, each as amended.

2.12 “Order Form” means each ordering document executed by the parties that references this Agreement and sets forth the applicable Fees, Order Form Term (defined below), and usage parameters, in each case as signed and agreed by Comet and Customer pursuant to the terms and conditions herein.

2.13 “Span” means a single unit of recorded execution activity within the Comet Platform’s observability and evaluation system, representing an operation, request, model invocation, tool call, workflow step, or other instrumented event generated by Customer’s applications or systems and captured by the Comet Platform for monitoring, evaluation, or analysis purposes. Each Span represents one discrete telemetry record generated by the platform instrumentation during the execution of a workflow, request, or process. Multiple Spans may be generated as part of a single transaction, trace, or workflow.

2.14 “Span Usage” means the total number of Spans generated, processed, or recorded by the Comet Platform on behalf of Customer during the applicable billing period.

2.15 “Start Date” means, separately for each Order Form, the corresponding effective date of such Order Form Term.

2.16 “Third-Party AI Systems” means third-party artificial intelligence, machine learning, data processing, and inference routing platforms and services utilized or leveraged by Comet in connection with AI Features.

2.17 “Trace” means a collection of related Spans representing the end-to-end execution of a request, workflow, or transaction.

2.18 “User” means each end user of the Comet Platform who is (a) a single, distinct employee of Customer or Customer’s consultant or contractor, (b) authorized by Customer to access the Comet Platform on Customer’s behalf, and (c) acting within the scope of their employment with Customer or Customer’s consultant or contractor and the services they provide for Customer or on Customer’s behalf.

2.19 “User Count” means the actual number of Users that have been registered to use the Comet Platform.

3 GRANT OF LICENSES TO CUSTOMER.

3.1 Right of Access and Use. Subject to the terms and conditions of this Agreement, Comet grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license, solely during the corresponding Order Form Term, for Customer and its Users to: (i) access and use the Comet Platform as provided by Comet, solely for Customer’s internal business purposes and in accordance with the applicable Access Protocols, and (ii) if applicable, install, copy, and use the Comet Platform on a Customer Hosted basis as installed on Customer Systems. Customer acknowledges and agrees that Customer’s use of the Comet Platform may be subject to User and/or usage-based metrics, including but not limited to the generation and processing of Spans, and such usage may be billed in accordance with the pricing and usage terms and conditions set forth in the applicable Order Form. From time to time throughout the Term, Comet shall have the right in its sole discretion to update, enhance, modify, or discontinue features or functionality of the Comet Platform; provided, no such update, enhancement, modification, or discontinuation will result in a material degradation of the Comet Platform’s core functionality available to Customer as of the corresponding Start Date. Customer may access and use Customer Data and AI Outputs generated through Customer’s use of the Comet Platform, at all times subject to and in accordance with the terms and conditions of this Agreement.

3.2 Professional Services. To the extent Customer orders installation (Customer Hosted only), configuration, and/or other professional services, such professional services shall be identified on the applicable Order Form and/or in a mutually agreed statement of work (each, a “SOW”). Each SOW shall be incorporated by reference herein. The manner and means by which Comet provides professional services hereunder are in Comet’s sole discretion and control, provided Comet shall provide such professional services in a professional manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. Customer shall reimburse Comet for reasonable out-of-pocket expenses, including, but not limited to, travel, meals, and lodging expenses, incurred by Comet in connection with the performance of these professional services.

3.3 Customer Hosted Access. If Customer is accessing and using the Comet Platform on a Customer Hosted basis, as specified in the corresponding Order Form, the parties acknowledge and agree: (i) Customer may maintain a reasonable number of copies of the Comet Platform on its Customer Systems, solely for backup and recovery purposes; (ii) Comet shall provide to Customer, without any additional charge, access to all updates, upgrades, maintenance releases and bug fixes to the Comet Platform to the extent generally released to other Comet-hosted customers; (iii) at all times during the Term, Customer shall maintain and deploy industry standard or better physical and data security, protection, anti-virus, and backup, mechanisms, policies, and protocols; and (iv) Customer shall not (and shall not permit or encourage any third party to) (A) modify the Comet Platform, (B) modify, alter, obstruct, and/or remove any copyright or other proprietary rights statements, notices, or legends contained on or in the Comet Platform, and/or (C) use the Comet Platform, or allow the transfer, transmission, export, or re-export of the Comet Platform or portion thereof in violation of any export control Laws administered by the U.S. Commerce Department, OFAC, or any other government agency.

3.4 Acceptable Use; Customer Responsibilities.

3.4.1 Customer shall: (i) be responsible and liable for any action or inaction of Users that is in breach of this Agreement; (ii) be solely responsible for the accuracy, quality, integrity, legality, and appropriateness of Customer Data, including the means by which Customer (and Users) acquire, upload, transmit, process and use Customer Data; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Comet Platform, including as provided in Section 2.4(b) below, and notify Comet promptly of any such unauthorized access or use; (iv) be responsible for obtaining and maintaining appropriate equipment needed to connect to, access or otherwise use the Comet Platform, including, without limitation, computers, computer operating systems and web browsers; and (v) be responsible for properly configuring and using the Comet Platform.

3.4.2 Customer shall be responsible for all changes to and/or deletions of all security passwords and other Access Protocols required in order to access the Comet Platform. Customer shall also manage security protocols for accessing the Comet Platform (e.g., mandatory password resets; duration of use before passwords must be reentered; etc.). Customer shall be responsible for compliance by its Users with the Access Protocols and all other such security protocols related to the Comet Platform. Customer agrees to collect, maintain, store, transmit, and disclose any information gathered hereunder, including but not limited to any Customer Data, in compliance with its published terms of use, privacy policy, and Laws. Customer agrees that Comet does not assume any liability or responsibility to Customer or any third party for any Customer Data made accessible via the Comet Platform.

3.5 License Limitations. The Comet Platform is licensed for use only and not sold. Customer, its Users, and its customers shall not: (i) distribute, sell, license, provide or otherwise make the Comet Platform available to third parties except to Users as expressly provided herein; (ii) use the Comet Platform on behalf of third parties, whether on a service bureau, SaaS, time sharing basis, or otherwise except as otherwise expressly provided herein; (iii) use the Comet Platform to access or attempt to access Comet or third-party systems, data, or resources without authorization; (iv) submit or process data in violation of Laws or third-party rights, or otherwise use the Comet Platform in any way that is in violation of any Laws or third-party rights; (v) circumvent or bypass any safeguards or usage restrictions implemented by or on behalf of Comet; (vi) release, publish, and/or otherwise make available to any third party the results of any performance, functional or security evaluation of the Comet Platform without the prior written approval of Comet; (vii) defeat or circumvent any controls or accounting within the Comet Platform; (viii) use the Comet Platform in any manner or assist or take part in the development, marketing, or sale of a product potentially competitive with the Comet Platform; (ix) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Comet Platform except to the extent source code is necessarily provided for the ordinary operation of the Comet Platform; and/or (x) allow, assist, or permit others to do any of the foregoing.

3.6 Ownership. The parties expressly acknowledge and agree, as between Comet and Customer, that: (i) Comet is the sole and exclusive owner of all right, title, and interest in the Comet Platform, including all Intellectual Property Rights therein; and (ii) Customer shall be the sole and exclusive owner of any Customer Data, exclusive of the Comet Platform itself. Each party hereby reserves all rights not expressly granted under this Agreement.

3.7 Consent. Customer agrees to be identified as a customer of Comet and Comet may refer to Customer by name, trade name and trademark, if applicable, and may briefly describe Customer’s business in Comet’s marketing materials and website. Comet may issue a press release referencing the relationship of the parties under this Agreement, provided such any such press release will be subject to Customer’s prior written approval with respect to content, which approval will not be unreasonably withheld, conditioned, or delayed.

3.8 Feedback. Customer may, from time to time, provide Comet with feedback, comments, or suggestions regarding the Comet Platform (collectively, “Feedback”). Customer hereby grants to Comet a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable right and license to use, copy, modify, create derivative works based upon, and otherwise exploit such Feedback for any purpose in connection with the Comet Platform and/or Comet’s other products and services. For the avoidance of doubt, Feedback shall not include any Customer Data or AI Outputs.

3.9 Privacy. Your privacy is important to us. Please review our Privacy Policy for information about the data we may collect and use. Our Privacy Policy is incorporated in these Terms, and is available at www.comet.com/site/privacy-policy. YOU AGREE THAT COMET MAY MONITOR YOUR USE OF THE SITE TO ENSURE QUALITY, IMPROVE THE SERVICES, AND TO VERIFY YOUR COMPLIANCE WITH THE TERMS. You understand and agree that Comet may track your movement on the Site and anonymize the data for the purposes of quality assurance, technical support, or Service improvements. By visiting the Site, and using the Services, you agree to the collection and use of such data.

3.10 Suspension. Customer acknowledges and shall cause its Users to acknowledge that Comet may, temporarily or permanently suspend or discontinue access to the Comet Platform in the event Comet, in its good faith reasonable discretion, is aware of or suspects (i) any violation of the terms or conditions of this Agreement, and/or (b) any risk of material harm or liability to the Comet Platform, Comet, and/or Customer.

4 FEES.

4.1 Fees. Separately for each Order Form, during the corresponding Order Form Term, Customer shall pay Comet the fees (collectively, “Fees”) set forth in the applicable Order Form, which Fees may include one or more of the following: (i) Comet Platform subscription fees granting Customer access to the Comet Platform during the applicable Order Form Term; (ii) consumption fees based on Customer’s usage of the Comet Platform, including but not limited to the number of Spans generated, processed, or recorded by the Comet Platform (“Span Usage”) during the applicable billing period; and/or (iii) User fees based on the number of Users (or “User Count”) authorized by Customer to access or use the Comet Platform or certain features or functionality thereof. All applicable Fees, including rates, pricing, usage tiers, and billing terms are set forth in the applicable Order Form.

4.2 Payments. All payments to Comet shall be made in U.S. Dollars pursuant to the terms set forth in the applicable Order Form. Any amount not paid within thirty (30) days from the date due shall bear interest from such date until paid at the lesser of 1.5% per month (18% per annum), or the maximum rate permitted by applicable Law.

4.3 Taxes. Customer shall be responsible for all taxes or charges of any kind in connection with this Agreement (including but not limited to customs duties, government permits, tariffs, excise, gross receipts, sales and use, and value added tax), except for taxes based on Comet’s net income.

4.4 Usage.

4.4.1 Measurement. Comet will monitor and record Span Usage and User Counts, as applicable, through the Comet Platform and such usage records maintained by Comet shall be the authoritative source for determining such usage for billing purposes. Customer shall not interfere with, disable, or circumvent the Comet Platform’s usage measurement mechanisms.

4.4.2 Overages. If during the applicable billing period Customer’s usage exceeds any prepaid or committed usage amounts, as specified in the applicable Order Form, Customer shall be billed for such excess usage at the rates set forth in the Order Form.

4.4.3 Reasonable Usage and Platform Protection. Customer shall use the Comet Platform in accordance with reasonable usage patterns. If Customer’s usage, including Span Usage, materially exceeds expected levels or threatens the performance or availability of the Comet Platform, Comet may take reasonable measures to protect the Comet Platform, including rate limiting or suspension of excessive usage. Where reasonably practicable, Comet will provide notice to Customer prior to taking such action.

4.4.4 Disputes. Customer must notify Comet in writing of any good faith dispute regarding usage or billing within thirty (30) days of the applicable invoice date. Failure to notify Comet within such period shall be deemed acceptance of the invoice.

4.4.5 Customer Responsibility for Usage. Customer is responsible for all usage of the Comet Platform generated through Customer’s accounts, applications, systems, or instrumentation, including usage resulting from configuration errors, software defects, or unauthorized access. Customer acknowledges that the Comet Platform may generate significant usage volumes depending on how it is implemented or configured, and Customer remains responsible for all Fees associated with such usage in accordance with this Agreement.

4.5 Comet Platform Credits. If agreed in the corresponding Order Form, Customer’s access to and use of the Comet Platform may include the ability for Customer to purchase usage-based platform credits (“Comet Platform Credits”), which Comet Platform Credits will be consumed through Customer’s use of certain AI Features. By acquiring and using Comet Platform Credits, Customer acknowledges and agrees that:

4.5.1 Comet Platform Credits are not legal tender, do not represent stored value, and are not redeemable for cash.

4.5.2 Comet Platform Credit pricing, Fees, billing, and related terms are set forth in the applicable Order Form. Comet Platform Credits are non-refundable and non-transferable. Unless otherwise agreed by the parties in writing, (i) Comet Platform Credits will expire within twelve (12) months or at the end of the corresponding Order Form Term year, whichever is earlier, and (ii) upon termination of Customer’s account or expiration or termination of the corresponding Order Form, any unused Comet Platform Credits automatically shall be forfeited and will not be refunded or converted to any other form of value.

4.5.3 Comet Platform Credit consumption rates may vary based on a number of factors, including but not limited to usage, configuration, model selection, system activity, or other factors determined by Comet, and Customer is solely responsible for monitoring its use of the Comet Platform and associated Comet Platform Credit consumption. Comet does not guarantee that Comet Platform Credit consumption will be predictable or consistent, and usage may vary significantly based on a variety of factors, including but not limited to system behavior, inputs, and configuration.

4.5.4 At any time, Comet may modify Comet Platform Credit pricing or consumption rates applicable to future Comet Platform Credit purchases upon notices in accordance with this Agreement or as set forth in the applicable Order Form (provided, for clarity, any such modification shall not apply to or affect the value of Comet Platform Credits purchased before the effective date of such modification).

4.6 Suspension for Non-Payment. Comet reserves the right to suspend Customer’s access to the Comet Platform upon written notice if Customer fails to pay undisputed Fees when due and such failure continues for ten (10) days after notice.

5 TERM AND TERMINATION.

5.1 Term; Order Form Term. Unless otherwise terminated in accordance with the terms and conditions of this Agreement, the “Term” of this Agreement shall commence upon the Effective Date and continue for successive one (1)-year periods. Each Order Form shall have a separate corresponding Order Form term (including renewals, as applicable) as set forth in such Order Form (each, an “Order Form Term”).

5.2 Termination for Cause. Without prejudice to any other rights, if either party materially defaults in the performance of this Agreement or any Order Form, then the non-breaching party may give written notice to the defaulting party of such material default. If the noticed default is not cured within sixty (60) calendar days (or ten (10) days in the case of non-payment) following receipt of default notice by the defaulting party, then the non-breaching party shall have the immediate right to terminate this Agreement and/or the corresponding Order Form. This Agreement and each Order Form also may be terminated by a party, effective immediately, if the other party: (i) ceases to do business, or otherwise terminates its business operations without a successor; or (iii) becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is filed against it and not dismissed within ninety (90) days.

5.3 Termination by Comet for Unauthorized Assignment by Customer. If Customer assigns this Agreement without consent of Comet, Comet may, upon written notice to Customer, terminate this Agreement and each Order Form immediately for cause and any provision hereof with respect to cure will not apply to termination.

5.4 Other. Notwithstanding the foregoing, either party may terminate this Agreement upon written notice to the other party at any time twenty-four (24) months after the latest Order Form Term expiration or termination date.

5.5 Effect of Termination. Upon any termination or expiration of this Agreement: (i) all access, rights and licenses granted to Customer hereunder shall terminate; and (ii) Customer shall cease using the Comet Platform. Any Fees already paid by Customer to Comet are non-refundable. Solely for Customer’s accessing and using the Comet Platform on a Customer Hosted basis, upon any termination or expiration, Customer also shall destroy (or at Comet’s option, return) all copies of the Comet Platform.

5.6 Survival. Sections 3.3 through 3.10, 4, 5.5, 5.6, 6, 7, 8, and 9 shall survive termination of this Agreement.

6 WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY.

6.1 Representations & Warranties.

6.1.1 General Warranty. Each party represents and warrants to the other party that: (i) it has all necessary right, power, and authority to enter into this Agreement; and (ii) it has the right to provide and license the Comet Platform under this Agreement.

6.1.2 IP Warranty. Customer represents and warrants that the Customer Data and Customer Systems, to its knowledge, do not contain any matter that does or will infringe any copyright, trade secret, trademark, patent, or other intellectual property right of any third party.

6.1.3 Software Warranty. Comet warrants that the Comet Platform will materially conform to the Documentation. Customer must notify Comet of any material deficiencies with the Comet Platform within ten (10) days from provision of deficient software in order to receive any warranty remedy for such deficiency. For any breach of the foregoing warranty, Customer’s exclusive remedy shall be for Comet to use commercially reasonable efforts to correct such deficiency, provided that if correction in compliance with this warranty is not possible or practical, Customer’s sole remedy shall be to terminate the applicable Order Form Term and/or the Term of this Agreement.

6.2 Restrictions. Comet’s express representations and warranties specified in Section 5.1(c) above shall not apply if the Comet Platform or any portion thereof: (i) has been altered, except by or on behalf of Comet; (ii) has not been used, installed, operated, repaired, or maintained in accordance with this Agreement or Access Protocols, or any update or upgrade has not been installed where such update or upgrade would have resolved the issue; (iii) is used on equipment, products, or systems not meeting specifications identified by Comet in the applicable Access Protocols; and/or (iv) is licensed, for beta, evaluation, or testing purposes. Additionally, the warranties set forth herein only apply when notice of a warranty claim is provided to Comet within the applicable warranty period specified herein and do not apply to any bug, defect, or error caused by or attributable to software or hardware not supplied by Comet. For the avoidance of doubt, Comet’s express representations and warranties specified in Section 5.1(c) above shall not apply to AI Outputs or Third-Party AI Systems, which are subject to Section 5.3 below. Comet shall have no responsibility for errors in, loss of, or damage to Customer Data, regardless of the cause of any such errors, loss, or damage, nor shall Comet be responsible for the security of or any security incident related to the storage, transfer or processing of Customer Data.

6.3 AI Outputs:

6.3.1 Customer is solely responsible for all use of the Comet Platform under Customer’s account, including any actions taken by or on behalf of Customer based on the Comet Platform, including AI Outputs generated by the Comet Platform, and any consequences arising from such actions. Customer also is solely responsible for ensuring that Customer has the necessary rights and permissions to submit any Customer Data to the Comet Platform, including Customer Data processed by AI Features and/or Third-Party AI Systems. Accordingly, Customer acknowledges and agrees that: (i) AI Outputs may be inaccurate, incomplete, unreliable, or produce unintended or harmful results, including results that could disrupt, impair, or damage software systems, AI agents, or other technology; (ii) Customer is solely responsible for reviewing, validating, testing, and approving any AI Outputs prior to implementation or execution, including testing in a non-production environment before deploying any AI Output that modifies a production system, AI agent, or live service; (iii) any implementation or execution of AI Outputs (including, without limitation, code changes, configuration updates, or modifications to AI agents or automated systems) is performed at Customer’s sole risk; (iv) the AI Features are designed to operate as tools under Customer’s direction and control, require authorization before taking action, and are not acting as Customer’s agent, fiduciary, or advisor; (v) Customer’s interactions with AI Features, including prompts, inputs, and AI Outputs, may be logged and retained by Comet for quality assurance, debugging, and service improvement purposes; (vi) Comet shall not be responsible for any damages, losses, or liabilities arising from Customer’s use, implementation, or execution of AI Outputs, including any disruption, impairment, or loss of your AI agents, software systems, or related data, except to the extent prohibited by applicable Law.

6.3.2 Comet does not claim ownership of AI Outputs generated on Customer’s behalf. To the extent AI Outputs are protectable under applicable intellectual property Law, ownership shall vest in Customer, subject to any rights of third parties in underlying training data or models or to the extent restricted or otherwise provided by applicable Third-Party AI Systems terms and conditions of service. You acknowledge that AI Outputs may not be protectable under applicable Law due to the absence of human authorship, and you bear sole responsibility for any third-party intellectual property claims arising from your use of AI Outputs.

6.3.3 To the extent the AI Features incorporate or rely on Third-Party AI Systems, Customer acknowledges and agrees that: (i) Comet may route Customer Data and Customer’s prompts, inputs, and instructions to such Third-Party AI Systems in order to provide the AI Features; (ii) Third-Party AI Systems are not under Comet’s control, and Comet is not responsible for their availability, performance, accuracy, or outputs; (iii) Comet makes no representations or warranties regarding Third-Party AI Systems or any AI Outputs generated through such services; (iv) Customer’s use of the Comet Platform, including AI Features, must comply with Laws and may not be used to circumvent or violate the terms or usage policies of any Third-Party AI Systems; (v) Third-Party AI Systems used to provide the AI Features may be updated, changed, or replaced by Comet at any time without notice to Customer, and such changes shall not affect Customer’s or Comet’s obligations under this Agreement; and (vi) processing of Customer Data by Third-Party AI Systems is subject to their respective terms and privacy policies, which Comet will use commercially reasonable efforts to make available or reference upon request. If Customer submits to the Comet Platform Customer Data from or relating to Customer’s own customers, end users, or other third parties, Customer acknowledges and agrees that (A) Customer shall be solely responsible for its own compliance obligations to those third parties under Law, including but not limited to applicable privacy, data protection, and consumer protection Laws, (B) Comet’s processing of such data on Customer’s behalf through the Comet Platform, including via AI Features and Third-Party AI Systems, does not transfer or diminish Customer’s compliance obligations, and (C) Customer represents and warrants that it has obtained all necessary rights, consents, and authorizations under applicable Law to submit such data to the Comet Platform.

6.4 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, NON-INFRINGEMENT, PERFORMANCE AND THOSE ARISING BY STATUTE OR FROM CUSTOM OR USAGE OF TRADE OR COURSE OF DEALING. COMET DOES NOT GUARANTEE THE SECURITY OF ANY CUSTOMER DATA OR THAT THE OPERATION OF THE COMET PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, AND CUSTOMER ACKNOWLEDGE THAT IT IS NOT TECHNICALLY PRACTICABLE FOR COMET TO DO SO. COMET MAKES NO REPRESENTATIONS OR WARRANTIES THAT ANY AI OUTPUTS GENERATED THROUGH THE COMET PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, SECURE, OR FIT FOR YOUR INTENDED PURPOSE, OR THAT USE OF SUCH AI OUTPUTS WILL NOT RESULT IN ERRORS, DISRUPTIONS, IMPAIRMENT OF YOUR SYSTEMS OR AI AGENTS, OR OTHER UNINTENDED CONSEQUENCES.

6.5 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (I) IN NO EVENT WILL COMET BE LIABLE TO CUSTOMER, WHETHER IN CONTRACT, BY REASON OF NEGLIGENCE, OR OTHERWISE, FOR PUNITIVE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) OR LOSS OF GOODWILL OR PROFIT IN CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF OR INABILITY TO USE THE COMET PLATFORM, THE STORAGE, TRANSFER, OR PROCESSING OF CUSTOMER DATA, CUSTOMER’S RELIANCE ON OR USE OF AI OUTPUTS GENERATED BY THE COMET PLATFORM, INCLUDING ANY CODE, RECOMMENDATIONS, OR AUTOMATED ACTIONS, AND/OR IN CONNECTION WITH ANY CLAIM ARISING FROM THIS AGREEMENT, EVEN IF COMET, ITS SUBSIDIARIES, ITS AFFILIATES, OR COMET’S REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS; AND (II) CUSTOMER AGREES THAT COMET’S ENTIRE LIABILITY HEREUNDER FOR DAMAGES SHALL NOT EXCEED (A) THE AGGREGATE AMOUNTS PAID OR PAYABLE BY CUSTOMER WITHIN THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE THE LIABILITY THAT GAVE RISE TO DAMAGES WAS INCURRED, OR (B) ONE HUNDRED DOLLARS ($100.00), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO COMET, AS APPLICABLE.

6.6 THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF DAMAGES, CLAIMS, AND LIABILITY SET FORTH IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE PARTIES ACKNOWLEDGE AND AGREE THAT, ABSENT ANY OF SUCH DISCLAIMERS, EXCLUSIONS OR LIMITATIONS, THE PROVISIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ECONOMIC TERMS, WOULD BE SUBSTANTIALLY DIFFERENT.

7 INDEMNIFICATION. Customer shall indemnify, defend, and hold harmless Comet, its Affiliates, and its and their respective officers, directors, employees, agents, and representatives, from and against any and all Losses, costs, damages, liabilities and expenses (including, without limitation, judgments, fines, amounts paid or to be paid in settlement and reasonable attorney’s fees and expenses) (collectively, “Liabilities”) incurred, sustained or suffered by such indemnified party as a result of any third-party claims, suits, actions, or proceedings (collectively, “Claims”) arising out of or related to: (i) Customer’s use of the Comet Platform; (ii) Customer’s breach of this Agreement; (iii) Customer Data and Customer Systems, including but not limited to Claims that such Customer Data and/or Customer Systems infringes upon any U.S. patent, copyright, or trade secret of any third party; (iv) Customer’s implementation or execution of any AI Outputs; or (v) Customer’s use of the Comet Platform in violation of Laws, including without limitation your submission of data to the Comet Platform in violation of any privacy, data protection, or healthcare regulations. Comet will assist Customer in taking reasonable actions to prevent or mitigate actual losses and liabilities, at Customer’s expense.

8 CONFIDENTIALITY.

8.1 Confidential Information. “Confidential Information” means any information disclosed by one party to the other pursuant to this Agreement that is in written, graphic, machine-readable or other tangible form and is marked “Confidential”, “Proprietary” or in some other manner to indicate its confidential nature, or that a reasonable person otherwise would consider confidential or proprietary in nature under the circumstances, including, without limitation, computer programs, algorithms, names and expertise of employees and consultants, know-how, formulae, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information). Confidential Information may also include oral information disclosed by one party to the other pursuant to this Agreement, provided that such information is designated as confidential at the time of disclosure and is reduced to writing by the disclosing party within a reasonable time (not to exceed 30 days) after its oral disclosure, and such writing is marked in a manner to indicate its confidential nature and delivered to the receiving party, or a reasonable person otherwise would consider such disclosure confidential or proprietary in nature under the circumstances.

8.2 Confidentiality. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement herein, and shall not disclose such Confidential Information to any third party, other than on a need-to-know basis to its agents and representatives that are bound to maintain the confidentiality thereof. Without limiting the foregoing, each of the parties shall use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance, to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information.

8.3 Exceptions. Confidential Information excludes information that: (i) was in the public domain at the time it was disclosed or has become in the public domain through no fault of the receiving party; (ii) was rightfully known to the receiving party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the disclosing party; (iv) was independently developed by the receiving party without any use of the Confidential Information; (v) becomes known to the receiving party, without restriction, from a source other than the disclosing party, without breach of any agreement; or (vi) is disclosed generally to third parties by the disclosing party without restrictions similar to those contained in this Agreement. The receiving party may disclose the other party’s Confidential Information to the extent such disclosure is required by order or requirement of a court, administrative agency, or other governmental body, but only if the receiving party provides prompt notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Comet may refer to Customer as a customer.

8.4 Confidentiality of Agreement. The specific terms and conditions of this Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms and conditions of this Agreement: (i) as required by any court or other governmental body; (ii) as otherwise required by Law; (iii) to legal counsel of the parties; (iv) in confidence, to accountants, banks, and financing sources and their advisors; (v) in connection with the enforcement of this Agreement or rights under this Agreement; or (vi) in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction.

9 MISCELLANEOUS.

9.1 Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered in person, by facsimile, by electronic transmission confirmed received, by overnight courier, or by certified or registered mail return receipt requested, and shall be deemed given upon personal delivery, upon receipt of electronic transmission, upon confirmed receipt, or five (5) calendar days after deposit in the mail.

9.2 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, pandemics, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.

9.3 Amendment.

9.3.1 Comet may make changes to these Terms from time to time in its sole discretion. Each new version of these Terms will supersede all prior versions. You agree to regularly monitor the Site for notices regarding such changes.

9.3.2 It’s important that you review the Terms whenever we modify them because continuing to use the Comet Platform, the Site, or any of our products or services after we have posted modified Terms indicates to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then please immediately discontinue use of the Comet Platform, the Site, or any of our products or services. Because the Comet Platform and our products and services are evolving over time we may change or discontinue all or any part of the Comet Platform, at any time and without notice to you, at our sole discretion.

9.3.3 Notwithstanding the foregoing, if you have any Order Form with an active Order Form Term at the time of such changes to these Terms, these Terms shall apply unmodified until renewal of such Order Form Term whereupon any updated terms and conditions shall apply; provided, however, that Comet may change these Terms with effect as of the date we notify you of them if changes (i) add additional features to the Comet Platform that do not materially adversely affect you, or (ii) are necessary to comply with Laws or to prevent fraud or abuse, or for security reasons (e.g., malware, spam, data breaches, or other cybersecurity risks).

9.3.4 No Order Form may be amended without the express written approval of each Party.

9.4 Assignment. This Agreement shall be binding on the parties hereto and their respective successors and assigns. You may not assign or transfer any rights or obligations under this Agreement without the advance written consent of Comet (and Comet’s consent shall be conditioned on a written agreement, wherein the party to which the rights are assigned accepts all the duties and obligations of the assignor hereunder. Except as provided in this Section 11.4, any attempts by Customer to assign any of its rights or delegate any of its duties hereunder without the prior written consent of the Comet shall be null and void.

9.5 No Third-Party Beneficiaries. This Agreement is entered into solely between, and may be enforced only by, Customer and Comet, and the Agreement shall not be deemed to create any rights in third parties, including Customers’ customers, or to create any obligations of a party to any such third parties.

9.6 Waiver. The waiver by either party of a breach of any provisions contained herein shall be in writing and shall in no way be construed as a waiver of any succeeding breach of such provision or the waiver of the provision itself.

9.7 Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable Law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objective of such provision within the limits of applicable Law or applicable court decisions.

9.8 Controlling Law & Forum. This Agreement, and all claims or causes of action that may be based upon, arise out of or relate to this Agreement, shall be governed by and construed in accordance with the Laws of the State of New York, and shall be subject to the exclusive jurisdiction of the courts located in New York County, New York and the parties hereby submit to the personal jurisdiction and venue of these courts.

9.9 No Agency. Nothing contained herein shall be construed as creating any agency, partnership, employment relationship, franchise, or other form of joint enterprise between the parties, and the parties are acting as independent contractors in making and performing this Agreement.

9.10 Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.

9.11 Entire Agreement. This Agreement, together with the exhibits completely and exclusively states the agreement of the parties regarding its subject matter. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter.