Terms of Service

PLEASE READ THESE TERMS OF SERVICE (“TERMS OF SERVICE”) CAREFULLY BEFORE PURCHASING, ACCESSING, OR USING THE SERVICES OFFERED BY DIGIT TECHNOLOGIES INC., A DELAWARE CORPORATION (“DIGIT”, “WE”, “OUR”, OR “US”). BY EXECUTING A PURCHASE ORDER, CUSTOMER (AND TOGETHER WITH DIGIT, EACH A “PARTY” AND COLLECTIVELY, THE “PARTIES”) CREATES A LEGALLY BINDING CONTRACT WITH US AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THE PURCHASE ORDER, THESE TERMS OF SERVICE, AND ALL OTHER POLICIES REFERENCED HEREIN AND THEREIN, INCLUDING OUR PRIVACY POLICY (COLLECTIVELY, THIS “AGREEMENT”). IF THE PERSON EXECUTING A PURCHASE ORDER ON BEHALF OF THE CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF AN EMPLOYER, COMPANY, ORGANIZATION, OR OTHER ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT SUCH PERSON HAS THE LEGAL AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

Subject to the terms and conditions of this Agreement, the Parties hereby agree as follows:

1. Definitions

In addition to the capitalized terms set forth in other sections of this Agreement, the capitalized terms in this Section shall have the meanings set forth below.

1.1 “Access Date” means the date on which access to the Software is made available to the Customer after Digit determines the set-up requirements have been fulfilled.

1.2 “Authorized Seats” means the number of Users with the applicable Permissions to access and use the Software as designated and described on an applicable Purchase Order.

1.3 “Customer” means the person, company, organization, association, or entity identified on the applicable Purchase Order.

1.4 “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of the Customer or User through the Software.

1.5 “Digit IP” means the Software, the Documentation, and all intellectual property (and any derivative works thereof) provided to the Customer or any User in connection with the foregoing, including, without limitation, Digit’s or its licensor’s copyright, patent, trademark, trade secret, or any other intellectual property rights. To avoid doubt, Digit IP includes Aggregated Statistics and any information, data, or other content derived from Digit’s monitoring of the Customer’s access to or use of the Software, but does not include Customer Data.

1.6 “Documentation” means Digit’s user manuals, handbooks, and guides relating to the Software or Services provided by Digit to the Customer either electronically or in hard copy form, as may be provided from time to time.

1.7 “Effective Date” shall mean the date the Purchase Order related to this Agreement is signed and delivered by the Parties.

1.8 “Permissions” means the specific access rights and privileges or usage limits assigned to a User’s account, which determine the features, functionalities, usage limits, and components of the Software that the User is authorized to access and use.

1.9 “Purchase Order” means the quote or purchase order form issued and accepted by Digit for providing the Services and executed by the Customer.

1.10 “Services” means the provision of the right to use and access the Software, any customer-facing portal functionality, API and webhook access where designated on a Purchase Order, AI Features where designated on a Purchase Order, and any Training and/or Support services to the extent designated and described in an applicable Purchase Order.

1.11 “Software” means the cloud-based software provided by Digit and identified on an applicable Purchase Order, including any customer-facing portal functionality made available thereunder.

1.12 “Subscription” means a Customer’s subscription to use and access the Software for the number of users for the Subscription Term as designated and set forth on an applicable Purchase Order.

1.13 “Subscription Levels” means tiers of Subscriptions with various features, functionality, usage limits, Permissions, Authorized Seats, payment terms, pricing, or similar items as set forth and described on the Purchase Order.

1.14 “Subscription Term” means the duration of the Customer’s Subscription as set forth and described on the Purchase Order.

1.15 “Support” means any implementation, installation, maintenance, or support services to be provided and as designated and described on an applicable Purchase Order.

1.16 “Third-Party Products” means any products, content, services, information, websites, or other material owned by third parties and incorporated into or accessible through the Software or the Services.

1.17 “Training” means any training services to be provided and as designated and described on an applicable Purchase Order purchased by Customer pursuant to the Agreement.

1.18 “User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Software under the rights granted to Customer pursuant to the Agreement and (ii) for whom access to the Software has been purchased under the Agreement from the Customer’s allotment of Authorized Seats.

1.19 “AI Features” means the optional, separately designated artificial intelligence capabilities of the Services, including document data extraction, an in-product onboarding assistant, and connectivity enabling Customer to connect a Connected Agent to the Software via the MCP Server or comparable means, each as may be designated on a Purchase Order or made available to Customer as part of the Services.

1.20 “MCP Server” means the Model Context Protocol server endpoint made available by Digit that allows third-party AI tools and agents to interact with the Software using Customer’s authenticated credentials and subject to Customer’s applicable Permissions.

1.21 “Connected Agent” means a third-party AI tool, agent, or assistant (such as Claude, ChatGPT, or Microsoft Copilot) that a Customer or User connects to the Software using the Customer’s own credentials via the MCP Server or comparable Digit-authorized programmatic means.

1.22 “Third-Party AI Provider” means the operator of any Connected Agent or other third-party artificial intelligence service used in connection with the AI Features.

2. Access and Use of Our Services

2.1 Purchasing Our Services. The Services may be purchased by submitting and executing a valid Purchase Order with us. Access to the Software is only available through a Subscription during the Subscription Term and is limited to Users based on the Permissions associated with their accounts and is subject to the number of Authorized Seats and the Subscription Level associated with the Customer’s account.

2.2 Updates and Modifications to the Services. Digit is committed to continually improving the Software and may introduce updates, enhancements, or modifications from time to time. Digit reserves the right to modify or discontinue aspects, components, or features of the Software at any time, temporarily or permanently, with or without notice to the Customer. While we strive to minimize disruptions, some changes may affect how Users access or use the Software. Digit will make reasonable efforts to inform the Customer of any material changes that could significantly impact access to the Software. Digit will not be liable for any modification, suspension, or discontinuation of the Software or any part thereof.

2.3 Provision of Access. Subject to and conditioned on Customer’s timely payment of the Fees and compliance with the terms and conditions of this Agreement, Digit hereby grants the Customer a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Software during the Subscription Term solely for the Customer’s internal business operations by Users of Authorized Seats in accordance with the terms and conditions set forth herein. Unless otherwise agreed upon in writing, Digit will provide the Customer with the necessary access credentials to access the Software on the Access Date.

2.4 Documentation License. Subject to the terms and conditions contained in the Agreement, Digit hereby grants to the Customer a non-exclusive, non-sublicensable, non-transferable license for Users to use the Documentation during the Subscription Term solely for internal business purposes in connection with the Services.

2.5 Use Restrictions. Customer shall not, and shall not permit any User, to use the Software, Documentation, or any component thereof for any purpose beyond the scope of the access granted by this Agreement. Without limiting the generality of the foregoing, Customer and its Users shall not at any time, directly or indirectly, engage in any of the following:

2.5.1 Copy or Modify. Copy, modify, or create derivative works of the Software, or Documentation, or any components thereof, in whole or in part;

2.5.2 Distribute, Transfer, or Share. Rent, lease, lend, share, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or Documentation except as expressly permitted under the Agreement;

2.5.3 Reverse Engineering. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any component of the Software, in whole or in part.

2.5.4 Circumvention of Security Measures. Bypass, disable, or circumvent any security features or technical measures of the Software, or attempt to gain unauthorized access to the Software or its related systems or networks.

2.5.5 Malicious Activity. Use the Software to transmit, distribute, or store viruses, worms, time bombs, Trojan horses, malware, or other malicious code, files, scripts, agents, or programs.

2.5.6 Tampering and Interference. Tamper with, interfere with, disrupt, disable, harm, or adversely affect the operation or performance of the Software or any data contained therein.

2.5.7 Automated Access and Data Extraction. Use any robot, spider, scraper, crawler, or other automated means to access or monitor the Software or any part thereof without Digit’s express written permission, except as expressly permitted under Section 2.5.13.

2.5.8 Removal of Notices. Remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation.

2.5.9 Unlawful or Unauthorized Use. Use the Software or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, or other right of any person, or that violates any applicable law, regulation, or rule.

2.5.10 Export Control Compliance. Use the Software or Documentation in any manner that would violate applicable international or domestic export control, trade sanctions, or other laws and regulations.

2.5.11 Unauthorized Access or Usage Limits. Permit direct or indirect access to or use of the Software in a way that circumvents a contractual usage limit, including but not limited to sharing access credentials or exceeding the number of Authorized Seats.

2.5.12 Competitive Use. Use the Software or Documentation to develop or offer a competing product or service, or otherwise use the Software for any purpose to Digit’s commercial disadvantage.

2.5.13 Authorized Programmatic Access. Notwithstanding Section 2.5.7, Customer and its Users may access the Software programmatically through Digit’s official API, MCP Server, or other programmatic access methods expressly authorized by Digit in writing, provided that such access is subject to the Customer’s applicable Permissions, complies with all applicable Digit documentation and rate limits, and does not otherwise violate the restrictions set forth in this Agreement.

2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Digit may temporarily suspend Customer’s and any User’s access to any portion or all of the Services if:

2.6.1 Digit reasonably determines that: (i) there is a threat or attack on any of the Digit IP; (ii) Customer’s or any User’s use of the Digit IP disrupts or poses a security risk to the Digit IP or any other customer or vendor of Digit; (iii) Customer or any User is using the Digit IP for fraudulent or illegal activities; (iv) Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (v) Customer or any of its Users are in breach of the terms and conditions of this Agreement, including, without limitation, using the Software in violation of the restrictions set forth in Section 2.5; or (vi) Digit’s provision of the Services to Customer or any User is prohibited by applicable law;

2.6.2 any vendor of Digit has suspended or terminated Digit’s access to or use of any third-party services or products, including any Third-Party Products, required to enable Customer to use or access the Software; or

2.6.3 Customer’s failure to promptly and fully pay any and all Fees (each, a “Service Suspension”).

Digit will use commercially reasonable efforts to provide written notice of any Service Suspension to the Customer and to provide updates regarding the resumption of access to the Services following any Service Suspension. Digit will use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Digit will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any User may incur due to a Service Suspension.

2.7 AI Features and Connected Agents. The Services may include AI Features as optional, separately designated capabilities available to Customer where indicated on a Purchase Order or otherwise made available by Digit. AI Features encompass two distinct types of AI functionality with different responsibility allocations: (a) “Internal AI Processing” — features powered by AI providers acting as Digit’s service providers (such as the in-product onboarding assistant and document data extraction), where Digit is responsible for the operation of those features; and (b) “Connected Agent functionality” — optional connectivity enabling Customer to connect its own third-party AI tools or agents to the Software via the MCP Server or comparable means, where Customer directs and is responsible for those agents. The following terms apply:

2.7.1 Customer Responsibility for Connected Agents. Where Customer or any User enables a Connected Agent, Customer is solely responsible for all prompts, instructions, and data transmitted to the Connected Agent and for all outputs generated by the Connected Agent. Because Connected Agents operate at Customer’s direction using Customer’s own credentials and are connecting to the Software on Customer’s behalf, Digit is not responsible for what those agents do with the data or functionality they access. Customer shall ensure that its use of any Connected Agent complies with the applicable Third-Party AI Provider’s terms of service and all applicable laws.

2.7.2 No Sub-processor Status. Connected Agents enabled by Customer operate at Customer’s direction using Customer’s own credentials and are not sub-processors or agents of Digit. Digit is not responsible for the actions, outputs, omissions, or data handling of any Connected Agent or Third-Party AI Provider.

2.7.3 Customer Data and AI Providers. Digit does not use Customer Data to train, fine-tune, or improve any Third-Party AI Provider’s publicly available models.

2.7.4 Internal AI Processing. Certain AI Features involve Digit transmitting Customer Data to Third-Party AI Providers acting as Digit’s service providers solely to return a result to Customer (for example, document data extraction or the onboarding assistant). For these internally operated features, Digit is responsible for the operation of the feature and for ensuring the relevant provider processes data in accordance with the Digit Data Processing Addendum. Digit makes no warranty as to the accuracy or completeness of outputs from these features — see Section 7.4.

3. Customer Responsibilities

3.1 Account Use. Customer is solely responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of its Users. Any act or omission by a User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall ensure that all Users are aware of the provisions of this Agreement applicable to their use of the Services and Documentation and shall cause such Users to comply with such provisions.

3.2 Account Security and Credentials. Customer and its Users shall keep all passwords and access credentials associated with the Services confidential and secure. Customer and its Users may not share, sell, transfer, or otherwise disclose any passwords or access credentials to any other person or entity, except as expressly permitted under this Agreement. Customer shall promptly notify us of any unauthorized access to such passwords or access credentials or any other security breach. Customer shall also promptly notify Digit of any discovered or suspected breaches or vulnerabilities in the security of the Software. Digit is not responsible for any third-party access to Customer’s or its Users’ accounts resulting from security breaches or vulnerabilities of the systems of the Customer or its Users.

3.3 Third-Party Products. The Services may permit access to Third-Party Products and such Third-Party Products are subject to their own terms and conditions, which may be presented to Customer for acceptance at the time of integration with the Software or when Customer procured such Third-Party Products with such provider. Unless otherwise agreed upon by Digit in writing, Digit is not responsible for any Third-Party Products.

3.4 Customer Data. Customer shall ensure that Customer Data and any User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into the Agreement or any applicable law, regulation, or rule. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data. Customer represents and warrants that it has obtained all necessary rights, licenses, consents, and permissions to provide the Customer Data to Digit for use in accordance with this Agreement. Customer shall ensure that Customer Data does not contain any viruses, malware, or other harmful code.

3.5 Customer Portal End Users. Where Customer uses the Software to make a customer-facing portal available to its own customers, contacts, or other third parties (“Portal End Users”), Customer is solely responsible for its Portal End Users’ access to and use of the portal, for obtaining all necessary rights, consents, and permissions from Portal End Users, and for ensuring that such access and use complies with applicable law and this Agreement. Digit processes Portal End User data on Customer’s behalf in accordance with the Data Processing Addendum.

3.6 API and Webhooks. Where Customer is granted access to the Digit API or webhooks as designated on a Purchase Order, Customer is solely responsible for its use of the API and webhooks and for any data transmitted to or from third-party systems via the API or webhooks. Customer shall comply with all applicable Digit API documentation, rate limits, and usage guidelines. Customer shall not use the API or webhooks in any manner that violates the Use Restrictions set forth in Section 2.5 or applicable law.

4. Fees and Payments

4.1 Fees. The Services are subject to various fees and charges set forth in an applicable Purchase Order, including, without limitation, (i) Subscription fees, which may be based on Subscription Terms, Authorized Seats, Subscription Levels, and similar provisions (“Subscription Fees”), (ii) Support fees, including fees to set up the Customer’s account and any implementation (“Support Fees”), and (iii) Training fees, including any fees related to travel and other expenses related to the provision of in-person training (“Training Fees” and together with “Subscription Fees”, “Support Fees”, and any other fees, expenses, or charges described on a Purchase Order, collectively, “Fees”). Fees for Training, Support, or custom integrations or build-outs may require a separate statement of work with applicable Fees and other details. Customer shall pay all Fees without offset and deduction. All Fees are non-cancelable, non-refundable, and are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Digit’s income.

4.2 Payment Terms and Renewals.

4.2.1 Customer shall pay all Fees as designated and described on the applicable Purchase Order, which may be in the form of non-recurring (e.g., Training Fees) or recurring charges (e.g., Subscription Fees). Unless otherwise set forth on an applicable Purchase Order, Digit charges a “set-up” Fee, a portion of which is due on the Effective Date, and a portion of which is due on or before the Access Date before such access to the Software is provided to the Customer. Customer acknowledges and agrees that certain of the Fees, including Subscription Fees, consist of recurring charges and Customer will be responsible for all Fees accrued prior to cancellation of its Subscription pursuant to the terms and conditions of this Agreement.

4.2.2 Unless otherwise expressly set forth in a Purchase Order, all Subscriptions will automatically renew and extend for successive renewal periods and all such related Subscription Fees will be due and payable upon such renewal. If Customer wishes to terminate the Subscription, it must provide written notice of cancellation at least thirty (30) days prior to the end of the then-current Subscription Term. If notice is given during a Subscription Term, the termination will take effect at the end of the subsequent Subscription Term, and the Customer will be charged for and have access to the Services until such termination becomes effective. Notwithstanding the foregoing, Digit reserves the right to increase its Fees by delivering notice to the Customer of such Fee increase at least thirty (30) days prior to the renewal of the Subscription Term, and unless the Customer terminates this Agreement in accordance with the terms and conditions set forth herein, such Fee increase will automatically apply to such subsequent renewal Subscription Term after such notice period.

4.3 Payment Processing. Customer acknowledges and agrees that Digit may collect payments of Fees from Customer directly or through third-party payment processors (e.g., Stripe), which may bill Customer through a linked payment account. Any payment processing by third-party payment processors will be subject to the terms, conditions, and policies of such payment processors. To the extent an ACH, credit card, or similar account is associated with the payment of Fees for the Services, Customer shall provide and maintain valid and updated information on file for the billing of such account of any Fees, and Customer hereby authorizes Digit to charge and withdraw from such account for any such Fees during the applicable Subscription Term (including any renewals) when due and payable.

4.4 Changes to Subscriptions. Unless otherwise set forth on an applicable Purchase Order, the Customer may adjust the Subscription Level, number of Authorized Seats, or any other aspect of the Subscription during the Subscription Term, provided, that the Customer may not terminate a Subscription during a Subscription Term except as set forth in this Agreement. In the event of any changes to a Subscription during a Subscription Term, the Customer shall pay all Fees related to such change upon such change taking effect.

4.5 Failure to Fully or Timely Pay. If Customer fails to make any payment when due, without limiting Digit’s other rights and remedies:

4.5.1 Digit may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;

4.5.2 Customer shall reimburse Digit for all costs incurred by Digit in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and

4.5.3 Digit may suspend, in accordance with Section 2.6, Customer’s and all Users’ access to any portion or all of the Services until such amounts are paid in full.

5. Intellectual Property

5.1 Ownership of Intellectual Property. As between the Parties, (a) Digit owns all right, title, and interest, including all intellectual property rights, in and to the Digit IP and (b) Customer owns all right, title, and interest, including intellectual property rights, in and to Customer Data. Notwithstanding the foregoing, the Customer hereby grants to Digit a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Digit to provide the Services and comply with its obligations under the Agreement, including the right to sublicense such rights to its subcontractors or service providers. Additionally, the Customer hereby grants to Digit a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data as incorporated within the Aggregated Statistics or for internal business purposes, including improving and developing the Services.

5.2 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Digit may monitor Customer’s use of the Software and collect and compile data and information related to Customer’s use of the Software to be used by Digit in an aggregated and anonymized manner, including compiling statistical and performance information related to the provision and operation of the Software (“Aggregated Statistics”). As between the Parties, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Digit. Customer acknowledges and agrees that Digit may compile Aggregated Statistics based on Customer Data input into the Software and that Digit may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

5.3 Feedback. If Customer, or any of its Users, employees, contractors, or agents sends or transmits any communications or materials to Digit suggesting or recommending changes to the Services, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Digit is free to use such Feedback irrespective of any other obligation or limitation governing such Feedback. All Feedback is and will be treated as non-confidential. Customer hereby assigns to Digit on its behalf, and shall cause Customer’s Users, employees, contractors, and agents to assign, all right, title, and interest in and to the Feedback, including any intellectual property rights therein, and Digit is free to use, without any attribution or compensation to the Customer, any User, or third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Digit is not required to use any Feedback.

5.4 Publicity. During the Subscription Term, Customer hereby grants Digit a non-exclusive, royalty-free, worldwide license to display Customer’s name and logo on Digit’s website and marketing materials for advertising purposes subject to any usage guidelines communicated to Digit in writing by the Customer. Customer agrees that Digit may issue press releases or make other public announcements regarding the relationship between the Parties, subject to the Customer’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

5.5 Reservation of Rights. Digit reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Digit IP.

6. Confidentiality

6.1 Confidential Information. By virtue of this Agreement, each Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information that is marked, designated, or otherwise identified as “confidential” at the time of disclosure, including, without limitation, commercial terms (e.g., pricing) between the Parties, Customer Data, and Digit IP (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain or generally known to the public through no act or omission of the receiving Party; (b) known to the receiving Party and in their lawful possession prior to the disclosure by the disclosing Party; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

6.2 Restrictions on Disclosure and Use. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s officers, employees, or agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving Party and will expire five (5) years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. Warranties and Disclaimers

7.1 Limited Warranty. Digit hereby represents and warrants to the Customer that:

7.1.1 The Software will perform substantially in accordance with the Documentation and in all material respects, provided, that Digit does not make any representations or warranties regarding uptime or availability of the Services; and

7.1.2 Support, Training, and similar technical or professional services will be provided using a commercially reasonable level of care and skill.

7.2 Customer Warranty. Customer represents and warrants that Customer owns all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and the use of the Services by Customer and its Users comply with applicable law and this Agreement.

7.3 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7.1, THE SERVICES ARE PROVIDED “AS IS”, AND DIGIT SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DIGIT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DIGIT MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET THE CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF THE CUSTOMER’S OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. DIGIT SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THIRD-PARTY PRODUCTS.

7.4 AI Output Disclaimer. THE AI FEATURES, INCLUDING ANY OUTPUTS GENERATED BY CONNECTED AGENTS OR THIRD-PARTY AI PROVIDERS, ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. AI-GENERATED OUTPUTS MAY CONTAIN ERRORS, OMISSIONS, OR INACCURACIES. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND DETERMINING THE APPROPRIATENESS OF ANY AI OUTPUT BEFORE RELYING ON OR ACTING UPON IT. DIGIT SHALL HAVE NO LIABILITY FOR ANY DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE ON AI FEATURE OUTPUTS.

8. Indemnification

8.1 Digit Indemnification.

8.1.1 Digit shall indemnify, defend, and hold Customer and its officers, directors, employees, agents, successors, and assigns harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”), incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Software, or any use of the Software in accordance with this Agreement, infringes or misappropriates such third party’s United States intellectual property rights, provided that Customer promptly notifies Digit in writing of the Third-Party Claim, cooperates with Digit, and allows Digit sole authority to control the defense and settlement of such Third-Party Claim.

8.1.2 If such a Third-Party Claim is made or Digit reasonably believes such a Third-Party Claim will be made, Customer agrees to permit Digit, at Digit’s sole option and expense, to (A) modify or replace the Software, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use such Software. If Digit determines neither alternative is reasonably available, Digit may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 8.1.2 sets forth Customer’s sole remedies and Digit’s sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Software infringes, misappropriates, or otherwise violates any intellectual property rights of any third party. To avoid doubt, Section 8.1 shall not apply to the extent that any such Third-Party Claim arises from (i) Customer Data or Third-Party Products, (ii) the Customer or any of its User’s use of the Services outside the scope permitted under this Agreement, (iii) the Customer’s or any of its Users’ use of the Services in combination with any other product, service, system, software, or material not provided by Digit and such Third-Party Claim would not have arisen but for such combination, or (iv) the use or output of any Connected Agent or Third-Party AI Provider.

8.2 Customer Indemnification. Customer shall indemnify, hold harmless, and, at Digit’s option, defend Digit and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim: (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights; (ii) based on Customer’s or any User’s negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement; (iii) arising from Customer’s or any User’s use of, or reliance on, any Connected Agent or Third-Party AI Provider, including any outputs generated thereby; or (iv) arising from Customer’s operation of a customer-facing portal and any claims by Portal End Users; provided that Customer may not settle any Third-Party Claim against Digit unless Digit consents to such settlement, and further provided that Digit will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

9. Limitation of Liability

IN NO EVENT WILL DIGIT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER DIGIT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL DIGIT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO DIGIT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The Parties acknowledge and agree that the limitations set forth in this Section 9 will survive and govern even if any remedy provided in this Agreement fails of its essential purpose. The Parties further acknowledge that the limitations of liability in this Section 9 and the other allocations of risk in this Agreement are an essential element of the bargain between the Parties, without which the Parties would not have entered into this Agreement.

10. Term and Termination

10.1 Term. The term of this Agreement begins on the Effective Date (as defined in the Purchase Order) and shall continue in effect until terminated or expired pursuant to the terms and conditions set forth herein. To avoid doubt, the Subscription Term is subject to automatic renewal for successive terms unless terminated pursuant to the terms and conditions of this Agreement.

10.2 Termination. In addition to the other express termination rights outlined in this Agreement:

10.2.1 Termination for Convenience.

(a)By Digit. Digit may terminate this Agreement for any reason upon thirty (30) days’ advance written notice.

(b)By Customer. Customer may terminate this Agreement for any reason upon thirty (30) days’ advance written notice to Digit, provided, however, that if Customer delivers notice of termination pursuant to this Section during a Subscription Term and such termination is to occur during another Subscription Term, such termination shall be deemed effective as of the end of such subsequent Subscription Term and the Customer shall be entitled to continue to use the Service during such post-notice Subscription Term. Subscriptions cannot be terminated before the end of the Subscription Term.

10.2.2 Termination for Cause.

(a)Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured for thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.

(b)Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

10.3 Effect of Termination. Upon termination of this Agreement, Customer and its Users shall immediately discontinue use of the Services and the Digit IP. No expiration or termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

10.4 Survival. This Section 10.4, Sections 4 (Fees and Payment), 6 (Confidentiality), 8 (Indemnification), 9 (Limitation of Liability), 13 (Governing Law and Jurisdiction), and 14 (Miscellaneous Provisions), and any right, obligation, or required performance of the Parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

11. Security

11.1 Security of Customer Data. Digit will employ commercially reasonable security measures designed to protect Customer Data in its possession or control against unlawful or unauthorized access, use, alteration, or disclosure, and will promptly notify Customer upon Digit becoming aware of an unauthorized disclosure of Customer Data.

11.2 Privacy. The Parties further acknowledge and agree that this Agreement incorporates the Digit Privacy Policy, as may be updated and modified from time to time.

12. Modifications

Customer acknowledges and agrees that we have the right, at our sole discretion, to modify these Terms of Service from time to time, and that modified terms become effective upon posting. If a change to these Terms of Service materially modifies Customer’s rights or obligations, we may require that Customer accept the modified Terms of Service to continue to use the Software, Services, or Digit IP. Material modifications are effective upon the Customer’s acceptance of the modified Terms of Service. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 12, this Agreement may be amended only by a written agreement signed by authorized representatives of the Parties. Disputes arising under this Agreement will be resolved in accordance with the version of the Terms of Service that was in effect at the time the dispute arose.

13. Governing Law and Jurisdiction; Attorneys’ Fees and Costs

13.1 Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia, in each case located in the County of Walker, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding, and waives any objection based on improper venue or inconvenient venue.

13.2 Attorneys’ Fees and Costs. In the event of a dispute between the Parties arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover, in addition to any other rights and remedies it may have, its reasonable attorneys’ fees and costs.

14. Miscellaneous Provisions

14.1 Notices and Electronic Communications.

14.1.1 Any notice, request, demand, or other communication required or permitted under this Agreement must be provided in writing and must be delivered as follows: (a) Notice to Digit: delivered in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, at: 209 Gateway Dr., Rocky Face, GA 30740, and are deemed given upon receipt by Digit; or via email at legal@digit-software.com with confirmation of receipt. (b) Notice to Customer: delivered in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, at the address designated on the Purchase Order; or by electronic communication to the email address associated with the Customer’s authorized representative set forth on the Purchase Order, and are deemed given upon transmission, provided that no delivery failure notice is received.

14.1.2 Customer hereby consents to receive electronic communications from Digit, which may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. Customer agrees that any notices, agreements, disclosures, or other communications Digit sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.

14.2 US Government Rights. Each of the software components that constitute the Software and the Documentation is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. §§ 12.212 and 222.7202. Accordingly, if the Customer is an agency of the U.S. Government or any contractor therefor, the Customer receives only those rights with respect to the Software and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other U.S. Government customers and their contractors.

14.3 Export Regulations. The Software utilizes software and technology that may be subject to U.S. export control laws, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). Customer shall not, directly or indirectly, export, re-export, or release the Software or the software or technology included in the Software to, or make the Software or the software or technology included in the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule.

14.4 Conflicting Terms. If there are any different or additional terms in a purchase order or other ordering documents (e.g., quotes, order forms) from the Customer or in any acceptance forms or invoices issued by Digit, this Agreement (including the applicable Purchase Order) will take precedence. If there’s a conflict between the terms in this Agreement and those in an applicable Purchase Order, the express terms specified in the Purchase Order intended to override this Agreement will take precedence.

14.5 General Terms.

14.5.1 This Agreement, including the applicable Purchase Order and policies referenced herein, constitutes the entire agreement and understanding between the Parties hereto 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.

14.5.2 The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party has the authority to bind the other Party or incur obligations on its behalf.

14.5.3 Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor shortages or disputes, internet or telecommunications failures, or governmental actions (“Force Majeure Event”). The affected Party shall notify the other Party as soon as practicable and make reasonable efforts to mitigate the impact of the Force Majeure Event.

14.5.4 If any provision of this Agreement is determined invalid, illegal, or unenforceable by a court of competent jurisdiction, such determination will not affect any other provision of this Agreement, and the remaining provisions will remain in full force and effect. The Parties shall negotiate in good faith to modify the Agreement to effectuate the original intent of the Parties as closely as possible.

14.5.5 Any failure to act by a Party with respect to a breach of this Agreement by the other Party will constitute a waiver and will not limit such non-breaching Party’s rights with respect to such breach or any subsequent breaches.

14.5.6 The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. The words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation.” The Parties agree that the terms of this Agreement result from negotiations between them and that this Agreement shall not be construed in favor of or against either Party by reason of authorship.

14.5.7 Customer may not assign or transfer this Agreement or its rights under this Agreement, in whole or in part, by operation of law or otherwise, without Digit’s prior written consent, and any purported assignment, transfer, delegation, or other disposition by the Customer will be null and void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective permitted successors and assigns, and no other person or entity shall have any rights, interests, or claims under this Agreement. This Agreement is for the sole benefit of the Parties hereto, and their respective permitted successors and assigns, and nothing herein is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy.

14.5.8 This Agreement may be executed in counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The Parties’ signatures need not appear on the same counterpart, and delivery of an executed counterpart signature page by email or other electronic means is as effective as executing and delivering this Agreement in the presence of the other Party’s representative.