Terms & Conditions

1. Definitions

As used in this Agreement, the following capitalized words have the meaning set out below:

1.1. “Advocate Data” means all data, datasets, documents, reports, analytics, and other content that are owned by or licensed to Advocate and made available to Customer through the Platform, including any updates, modifications, or derivatives thereof.

1.2. “Aggregated Data” means summary-level data, information, statistics, analyses, benchmarks, metrics, insights, or other materials that does not reasonably identify Customer as the source of the underlying Customer Data, or identify Customer, its borrowers or the personnel of either of them or the insured asset.

1.3. “Affiliate” means, with respect to a Party, any corporation or other legal entity, which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.

1.4. “AI Tools” means any and all tools, applications, products or features that use artificial intelligence, including predictive software or algorithms, neural networks, machine learning models, large language models, and all other similar technology.

1.5. “Customer Data” means all data, content, or information submitted, uploaded, or otherwise provided by or on behalf of Customer in connection with the Services. Customer Data expressly excludes Aggregated Data and De-Identified Data.

1.6. “Data Protection Addendum” or “DPA” means the Data Protection Addendum located at https://www.advocate.app/legal/dpa.

1.7. “De-Identified Data” means data (other than Aggregated Data) derived from Customer Data that has been processed to remove or obscure identifiers such that it cannot reasonably be used to identify Customer or any individual.

1.8. “Documentation” means any tangible user operating guides that Advocate makes available to Customer, including via the Platform as the same may be updated from time to time.

1.9. “Intellectual Property Rights” means, but is not limited to, rights in and to patents, patent disclosures, patent applications (including utility models, continuations, continuations-in-part, divisions, re-issues, re-examined patents and patent applications, and extensions thereof), patentable inventions, rights in design, copyrights (including any such rights in typographical arrangements, websites or software), whether registered or not and any applications to register or rights to apply for registration of any of the foregoing, trademarks, trading, business or domain names and e-mail addresses, mask-works, trade secrets, rights in inventions, know-how, moral rights, and other confidential information, rights in databases and all other intellectual property rights of a similar or corresponding character that subsist now or in the future in any part of the world, whether arising by operation of law, contract, license or otherwise.

1.10. “Order Form” means an ordering document for the Services, including an online registration page. The Order Form is incorporated into and made part of the Agreement.

1.11. “Permitted User” means an employee, consultant or advisor of a Customer who Customer authorizes to access and use the Services.

1.12. “Personal Data” has the meaning given such term in the DPA.

1.13. “Plan” has the meaning given such term in Section 8.1.

1.14. “Platform” means Advocate’s hosted software environment (including its website and applications) through which Customer may access and use the Services and/or Advocate Data.

1.15. “Renewal Term” has the meaning given such term in Section 9.1.

1.16. “Results” means analyses, reports, visualizations, and other outputs generated by the Services, including the AI Tools, for Customer based on Customer Data and/or Advocate Data.

1.17. “Services” means Advocate’s cloud-based insurance benchmarking and compliance services made available through the Platform and the provision and use thereof as set forth in an Order Form. “Services” also includes access to and use of the Advocate Data in accordance with this Agreement to the extent access of Advocate Data is part of Customer’s Plan.

1.18. “Subscription Term” means the period of time identified in the relevant Order Form which shall define the period of time that Customer may access and use the Services set forth in that Order Form and all Renewal Terms for that subscription.

2. Eligibility

2.1. You may use the Services only if you can form a binding contract with Advocate, and only in compliance with the Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anyone under 18 other than to view the website is strictly prohibited and in violation of this Agreement. The Services are not available to Customers previously removed from the Services by Advocate. By registering for a Customer Account, you represent and warrant that (A) you are at least 18 years of age, (B) you will use the Services in accordance with the Agreement and all applicable local, state, national and international laws, rules and regulations, and (C) if registering on behalf of a company, organization or other entity, you are an authorized representative of the entity and have the authority to bind such entity to this Agreement.

3. Services; Advocate Data

3.1. License to Services. Subject to Customer’s and its Permitted Users’ compliance with this Agreement, Advocate grants to Customer and to its Permitted Users, a non-exclusive, non-transferable, and limited license during the Subscription Term to (a) access and use the Services and the Advocate Data, if and to the extent applicable, for Customer’s internal business purposes as permitted by this Agreement and (b) use the Documentation solely in connection with such use of the Services. Customer’s use of the Services, the Advocate Data and the Documentation is subject to the limitations described in this Agreement, and in any of the documentation accompanying the Services. Except for the limited rights expressly granted herein, no rights are granted to Customer in or to the Services, the Advocate Data or any underlying software, data, or technology.

3.2. Restrictions on Use. The Services are solely and exclusively for Customer’s internal use and benefit and may not be used in any manner inconsistent with this Agreement. Without limiting the generality of any of the foregoing, except as expressly permitted in this Agreement, Customer will not, and will not permit others to: (a) copy modify, adapt, translate, or create derivative works of the Services, or reverse engineer, decompile, or otherwise attempt to derive the source code of the Services; (b) access or use the Services through any automated means, including any robot, spider, scraper, crawler, or other automated tool, or otherwise scrape, data-mine, or extract data or content from the Services, including to circumvent any technical limitations or access controls; (c) interfere with or circumvent any security or access controls of the Services; (d) use the Services to create, collect, transmit, store, use, or process any data that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (e) use the Services to conduct any unlawful or fraudulent activities, send unsolicited communications or spam, publish or link to malicious content designed to disrupt another individual’s browser or computer; (f) distribute, license, sublicense, sell, resell, transfer, or otherwise make available the Services, the Results or the Advocate Data or any part thereof; (g) use the Services, the Results or the Advocate Data in any way to compete with Advocate; (h) use any Results or Advocate Data to create, enhance, or contribute to any database, dataset, or service made available to any third party; (i) use the Results or the Advocate Data for purposes of fine-tuning, validating, testing, or improving any artificial intelligence system, machine learning model, large language model, neural network, algorithmic model, or similar automated or statistical system; or (j) use the Services, Results or Advocate Data in any way not specifically permitted under this Agreement.

3.3. Permitted Reports and Limited Extracts. Notwithstanding the foregoing restrictions, Customer may use the Results and Advocate Data to create summaries, analyses, reports, and presentations (“Reports”) in the ordinary course of its business and may share such Reports with its clients, counterparties, and other third parties for legitimate business purposes. Reports may include limited extracts of Advocate Data and Results, provided that such extracts (a) are incidental to and support Customer’s independent analysis, (b) do not constitute a substantial portion of the Advocate Data or Results, (c) are not presented in a manner that would permit a third party to access, use, or reconstruct Advocate Data as a substitute for the Services and (d) Customer includes a clear and reasonably prominent attribution to Advocate as the source of the underlying data in any such Reports. Customer will not distribute Advocate Data or Results on a standalone basis or in bulk.

3.4. Suspension of Services; Modifications. Advocate may from time to time and in its discretion, (i) without limiting any of its other rights or remedies at law or in equity under this Agreement, suspend Customer’s access to or use of the Services or any component thereof: (a) for scheduled maintenance; (b) due to a Force Majeure event, (c) if Customer or any Permitted User violates any provision of this Agreement, including, for greater certainty, any of the restrictions set out in Sections 3.2 and 3.3 above; (d) to address any security concerns; or (e) if required to do so by a governmental or regulatory authority or as a result of a change in applicable law; and (ii) modify or delete features and functions of the Services and/or the Advocate Data and may substitute old features or functions with new features and functions, as may be necessary to meet applicable laws or industry-standard requirements or demands or requirements of third party service providers, or otherwise in its discretion.

4. Customer Account; Permitted Users

4.1. Customer may be required to create an account to access certain parts of the Services (each, a “Customer Account”). To register for a Customer Account, Customer may be required to provide us with certain information, such as name and contact information. Customer will ensure that Permitted Users only use the Services through the Customer Account. Customer will not allow any Permitted User to share the Customer Account with any other person. Customer acknowledges and agrees that it is responsible for all use by Permitted Users of the Services, the Results and the Advocate Data. Customer will ensure that all use by Permitted Users of the Services and the Advocate Data is in compliance with this Agreement, and any guidelines and policies published by Advocate and made available to Customer from time to time. Customer is responsible for maintaining the security of and access to its passwords and files and is responsible for all uses of the Services under the Customer Account with or without its knowledge or consent. Customer will not disclose passwords, certificates, authorizations, or other access controls to anyone other than Permitted Users, and Customer will use reasonable efforts to prevent unauthorized access to the foregoing. Customer will promptly notify Advocate of any actual or suspected unauthorized use of the Services. Advocate reserves the right to suspend, deactivate, or replace the Customer Account if it determines that the Customer Account may have been used for an unauthorized purpose. Customer is responsible for ensuring that all Permitted Users are aware of and comply with the terms of this Agreement. Any breach of this Agreement by such individuals shall be deemed to be a breach by Customer.

5. Intellectual Property

5.1. The Services, Platform and Advocate Data. As between Customer and Advocate, the Services, the Platform and the Advocate Data, and all Intellectual Property Rights therein or relating thereto are and shall remain the exclusive property of Advocate.

5.2. Customer Data. As between the parties, Customer retains all rights in and to the Customer Data, including ownership of all Intellectual Property Rights therein. Customer grants to Advocate a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up sublicensable right to access, collect, use, process, store, disclose, and transmit Customer Data to: (i) provide the Services to Customer, including to provide Results; (ii) produce De-Identified Data including by developing, training, validating, and improving Advocate’s AI Tools and machine learning models for such purposes, and (iii) produce Aggregated Data. Advocate may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind. For the avoidance of doubt, (i) neither De-Identified Data nor Aggregated Data are Customer Data, and Advocate shall own all Intellectual Property Rights in and to each of the De-Identified Data and the Aggregated Data and (ii) Advocate will not use Customer Data to train any artificial intelligence model. In addition, to the extent your Plan specifies that Advocate has the right to publish your Customer Data on the Platform, you grant Advocate a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up sublicensable right to publish, reproduce, distribute and publicly display the Customer Data or portions thereof on the Platform.

5.3. Results. As between the parties, Customer owns all Results derived solely from Customer Data. Advocate retains all rights in the Services including all software, algorithms, models, methodologies, and Advocate Data used to generate the Results and any Results to the extent incorporating or derived from Advocate Data. Customer may use the Results in connection with its internal business operations, including to provide services to its clients. Customer will not (a) sell, license, or otherwise make the Results available as a standalone product or service, or (b) use the Results to develop, train, or improve any product or service that is competitive with the Services.

5.4. Feedback. Customer may from time to time provide suggestions, comments or other feedback to Advocate, including suggestions for product or service offerings, changes, improvements or new functionality or capabilities (“Feedback”). Feedback is entirely voluntary, and Advocate is not required to treat Feedback as Confidential Information of Customer and will be free to use Feedback and ideas generated from Feedback for the improvement of the Platform and for Advocate’s future product development and otherwise without restriction, attribution, or compensation to Customer. To the extent a license is required under Customer’s Intellectual Property Rights to make use of the Feedback, Customer hereby grants Advocate an irrevocable, nonexclusive, perpetual, royalty-free license to use the Feedback in connection with Advocate’s business, including the enhancement of the Services.

5.5. Retention of Rights. Except for the limited licenses that Advocate grants to Customer hereunder, Advocate retains all rights, title and interest including all Intellectual Property Rights in and to the Services, the Platform and the Advocate Data. All rights not expressly granted by Advocate to Customer under the Agreement are reserved.

6. Privacy; Data

6.1. Privacy. The Data Protection Addendum describes the Parties' respective roles for the processing and control of Personal Data under this Agreement under applicable Data Protection Laws. In the event of a conflict between the terms and conditions of the Data Protection Addendum and the terms and conditions of this Agreement, including exhibits attached hereto, and/or any Order Form, the Data Protection Addendum shall govern and control.

6.2. Customer Data. Customer shall be responsible for the accuracy of Customer Data that is provided by or on behalf of Customer in connection with its use of the Services. In addition, Customer shall be solely responsible for complying with all regulations, laws, or conventions applicable to the Customer Data and for ensuring that Customer has obtained any consents and provided any notices that may be legally required in order for it to provide the Customer Data to Advocate.

6.3. Usage Data. Advocate may collect data while providing the Services to Customer and its Permitted Users, such as account information and settings, billing history, usage details, queries, operational status, authentication details, quality and performance metrics, and other technical details necessary for Advocate to operate and maintain the Services (“Usage Data”). Customer acknowledges that Advocate uses the Usage Data for business purposes related to the ongoing operation, development and improvement of the Services. Advocate will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify Customer, its Permitted Users or any other person and (b) aggregated with data across other customers.

7. Third-Party Content, Websites or Services

The Platform may provide links or access to third-party content, websites, datasets, services or systems. Advocate does not endorse any third-party content, websites, datasets, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third-party content, websites, datasets, services, or systems are not under the control of Advocate, and if Customer chooses to access any such content, websites, datasets, services, or systems, Customer does so entirely at Customer’s own risk. Customer’s interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.

8. Subscriptions; Payment

8.1. Plans. Advocate may offer one or more plans, including subscription-based plans and usage-based (pay-as-you-go) plans each with different available features, functionalities or pricing structures (each, a “Plan”). The fees for each Plan are currently as set forth on our website at https://www.advocate.app/pricing. Advocate reserves the right to change our available Plans, or the fees for a Plan, at any time provided that any such changes to a subscription-based Plan will only apply on a go-forward basis to any renewal of your subscription. For a subscription-based Plan, we will charge your credit card as of the date you enroll in the Plan for the monthly amount associated with the Plan. Any use of the Services in excess of the usage limits set forth in a Plan will be billed in arrears. For a usage-based (pay-as-you-go) Plan, we will charge your credit card based on your usage of the Services, which may be billed at the time of use or periodically in arrears.

8.2. Recurring Billing. By enrolling in one of the automatically renewing Plans, Customer authorize Advocate and/or our third-party payment processor to charge your credit card at the beginning of your Subscription Term, and on a recurring basis, for the applicable charge and any and all taxes or possible transaction fees, and any other charges incurred in connection with your subscription. Your credit card will automatically be charged the applicable charge on the applicable renewal processing date unless you cancel before that date. Your Plan will continue for the period of time of the subscription period that you selected and will automatically renew until terminated. You must cancel your Plan before it renews in order to avoid billing of the subscription fees for the next billing cycle. We may receive updated credit card information (new credit card number or updated expiration date) from your credit card issuer. We may use these new details to help prevent any interruption to your subscription. If you would like to use a different payment method or if there is a change in payment method, please visit the settings area of your account to update your billing information. If any subscription fee is not paid in a timely manner, or your transaction cannot be processed, we reserve the right to suspend, disable, cancel or terminate your access to the Services or cancel your subscription. You will be responsible for paying all past due amounts. Some credit card issuers may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your credit card. Check with your credit card provider for details. If your credit card cannot be processed for some reason, we may contact you via auto-generated email, text, or phone if you are opted-in to receive such forms of communication.

8.3. Cancellation. You can cancel your subscription at any time subject to the requirements for notice of nonrenewal set forth in Section 9.1 below, but only future charges associated with your subscription will be cancelled. To cancel, please use the cancellation functions in your Customer Account or contact us at sales@tryadvocaete.com (except for non-self-serve Customers who must notify us of cancellations in accordance with the notice provision set forth in Section 14). If you cancel, your right to use the Services under your Plan will continue until the end of your then-current subscription period (unless we provide you with a refund or otherwise allow you to use the unused portion towards another service or subscription) and will then terminate without further charges).

8.4. Free Trials & Promotions; Free Services. We may offer promotional trial subscriptions for free or at special discounted prices. If you sign up for a trial subscription, your rights to use the applicable portion of the Services are limited by the terms of such trial and will terminate or renew according to the terms of your trial arrangement and/or any applicable additional terms. You may cancel your subscription during your promotional period to avoid being charged the full applicable subscription fee using the procedures described in the “Cancellation” section above. Certain of our Services may also be offered free of charge. To the extent you have signed up for a promotional trial subscription or are receiving free Services, such Services are made available without warranties of any kind and Advocate’s indemnification obligations do not apply to such Services.

8.5. No Refunds. EXCEPT AS OTHERWISE STATED HEREIN OR REQUIRED BY APPLICABLE LAW, YOUR PAYMENT IS NONREFUNDABLE. If you cancel your subscription, you will not receive any refund and you will continue to have access to your Plan through the end of the subscription period. We reserve the right to issue refunds, credits, or discounts at our sole discretion. If we issue a refund, credit, or discount, we are under no obligation to issue the same or similar refund in the future and we may terminate your Plan and access to the Services.

8.6. Taxes. Fees are exclusive of all taxes other than taxes on Advocate’s net income, and Customer shall pay (and Advocate shall have no liability for), any taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency in connection with this Agreement, including, without limitation, any federal, provincial, state and local sales, use, goods and services, value-added, withholding, and personal property taxes on any payments due in connection with the Services provided hereunder.

8.7. Suspension. Any permitted suspension of the Services by Advocate pursuant to this Agreement due to the actions or inactions of Customer will not excuse Customer from its obligation to make payments under this Agreement.

9. Term and Termination

9.1. Term. This Agreement will commence on the Effective Date and will continue as long as there is an Order Form in effect, or until otherwise terminated in writing by the Parties as provided in this Section. The initial Subscription Term for access to the Services shall be identified in the initial Order Form. Except as otherwise set forth in an Order Form. At the end of the then current Subscription Term, Customer’s subscription shall renew for a renewal term (the “Renewal Term”) as further described below.

9.1.1. Self-Serve Monthly Subscriptions. For subscriptions purchased on a self-serve, monthly basis, the initial Subscription Term shall be one (1) month. At the end of the then-current Subscription Term, Customer's subscription shall renew for successive one (1)-month Renewal Terms, unless Customer cancels in accordance with Section 8.3, effective at any time prior to the start of the next Renewal Term.

9.1.2. Self-Serve Annual Subscriptions. For subscriptions purchased on a self-serve, annual basis, the initial Subscription Term shall be one (1) year. Except as otherwise set forth in an Order Form, at the end of the then-current Subscription Term, Customer's subscription shall renew for a Renewal Term of one (1) year, unless Customer notifies Advocate of nonrenewal at least thirty (30) calendar days prior to the start of the next Renewal Term. Cancellation by Customer in accordance with Section 8.3 constitutes notice of nonrenewal. Advocate shall send Customer renewal notices on or before sixty (60) and forty-five (45) days prior to the start of the next Renewal Term.

9.1.3. Non-Self-Serve Subscriptions. For subscriptions purchased pursuant to a negotiated Order Form and not made available on a self-serve basis, except as otherwise set forth in an Order Form, at the end of the then-current Subscription Term, Customer's subscription shall renew for a Renewal Term, unless either Party notifies the other Party of nonrenewal at least sixty (60) calendar days prior to the start of the next Renewal Term. Cancellation by Customer must be in accordance with the notice provision set forth in Section 14.

9.2. Termination for Cause. If Customer fails to comply with any provision of these Agreement, Advocate may terminate this Agreement immediately and retain any Fees previously paid by Customer, if applicable. Upon any such termination, Customer must cease any further use of the Services.

9.3. Effect of Termination. Upon any expiration or termination of this Agreement, except as otherwise permitted herein, (a) Customer’s rights and access to the Services and the Advocate Data will terminate unless otherwise described in the Agreement, (b) within 180 calendar days following termination or such other period as set out in an Order Form Advocate will, at Customer’s option, return to Customer or delete or otherwise render inaccessible the Customer Data that remains in the hardware or systems used by Advocate to provide the Services, and (c) all fees will become due and owing. For clarity, unless the Agreement is terminated by Customer for Advocate’s breach, Customer will remain liable to pay all fees outstanding on the effective date of termination of the Agreement, including any unpaid fees covering the remainder of the term of the Agreement had it not been terminated.

10. Confidential Information

10.1. Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser’s past, present or future users, suppliers, technology or business, including, where the Discloser is Customer, Customer Data, and, where the Discloser is Advocate the Advocate Data and any technical specifications related to the Services; provided that Discloser’s Confidential Information does not include, except with respect to Personal Data: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

10.2. Confidentiality Covenants. Recipient hereby agrees that it will not, except to exercise its rights or perform its obligations under this Agreement: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or Affiliates that have a “need to know” and that have entered into written terms no less protective of such Confidential Information than this Section 10 and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take industry-standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.

10.3. Exceptions to Confidentiality. Notwithstanding Section 10.2, Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; or (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) to potential assignees, acquirers or successors of Advocate if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Advocate.

10.4. Injunctive Relief. The Recipient acknowledges that disclosure of any Confidential Information by it will give rise to irreparable injury to the Discloser or the owner of such information, not adequately compensated by damages. Accordingly, the Discloser will be entitled to equitable relief, including injunctive relief and specific performance against the breach or threatened breach of the undertakings in this Section 10, in addition to any other legal remedies which may be available.

11. Representations, Warranties; Disclaimer

11.1. Mutual Representations and Warranties.

11.1.1. Each Party represents, warrants, and covenants that:

11.1.1.1. it has full power and all necessary rights to enter into this Agreement; and

11.1.1.2. it will carry out its obligations under this Agreement in compliance with applicable laws.

11.2. Customer Representations and Warranties.

11.2.1. Customer Data. Customer represents and warrants that (i) it has and shall maintain for the duration of this Agreement all right, license and consent required under applicable law to provide Advocate with Customer Data for the purposes set forth herein, (ii) neither the Customer Data nor Advocate’s use thereof in accordance with this Agreement will violate a third party’s Intellectual Property Rights, rights of publicity or privacy, or any other rights.

11.2.2. Compliance. Customer further represents and warrants that (a) it is not named on any U.S. or other list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S, and (b) it is not a national of, or a company registered in, any jurisdiction in which the provision of the provision of the other party’s goods or services is prohibited under U.S. or other applicable laws or regulations.

11.3. Advocate Representations and Warranties. Advocate represents and warrants that to the extent it uses AI Tools as part of the Services, including to generate Results, it shall implement commercially reasonable controls and processes designed to mitigate data drift, hallucinations and material inaccuracies. Advocate also warrants that the Services will substantially comply with any applicable Documentation (the “Limited Warranty”). In the event of a breach of the Limited Warranty, Customer’s exclusive remedy, and Advocate’s sole obligation, will be to use commercially reasonable efforts to provide an error-correction or work-around that corrects the non-conformity within a reasonable time after such nonconformity is identified and reported by Customer to Advocate in writing. The Limited Warranty will not apply if errors are caused by events outside of Advocate’s control or if the Services are not used in accordance with this Agreement or the Documentation.

11.4. DISCLAIMER.

(a) GENERAL. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED BY ADVOCATE WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADVOCATE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ALL ERRORS CAN OR WILL BE CORRECTED; OR THAT THE ADVOCATE DATA OR THE RESULTS WILL BE ACCURATE, COMPLETE OR UPDATED AT ANY PARTICULAR FREQUENCY. ADVOCATE MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY ADVOCATE TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” IN ADDITION, CUSTOMER ACKNOWLEGES THAT RESULTS ARE GENERATED USING STATISTICAL AND PROBABILISTIC METHODS, INCLUDING THE USE OF AI TOOLS, AND MAY CONTAIN INACCURACIES AND OMISSIONS. IT IS CUSTOMER’S RESPONSIBILITY TO EVALUATE AND VALIDATE ALL RESULTS, INCLUDING BY HUMAN REVIEW, IF APPROPRIATE. ADVOCATE DOES NOT WARRANT OR REPRESENT THAT RESULTS WILL BE ORIGINAL OR UNIQUE AND DOES NOT ACCEPT ANY LIABILITY OR RESPONSIBILITY ARISING IN ANY WAY FROM CUSTOMER’S USE OF THE OUTPUTS OR ANY OMISSIONS. USE OF THE RESULTS IS AT CUSTOMER’S OWN RISK.

(b) NOT PROFESSIONAL ADVICE. THE ADVOCATE DATA IS PROVIDED SOLELY FOR INFORMATIONAL AND ANALYTICAL PURPOSES. NEITHER THE SERVICES NOR ANY PORTION THEREOF CONSTITUTES ACTUAL LEGAL, FINANCIAL, REGULATORY OR OTHER PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY ADVOCATE OR ITS AFFILIATES. CUSTOMER ASSUMES ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS, ADVICE, CONCLUSIONS, OR RECOMMENDATIONS MADE OR GIVEN AS A RESULT OF THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DECISION MADE OR ACTION TAKEN BY IN RELIANCE UPON THE ADVOCATE DATA.

12. Indemnification

12.1. Advocate Indemnity. Advocate will defend, indemnify and hold harmless Customer and Customer’s officers, directors, employees, agents, and permitted successors and assigns from any and all damages, liabilities, costs, and expenses (including reasonable attorney’s fees) (jointly, “Losses”) incurred by Customer arising out of any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise by a third party other than affiliate of a Customer Indemnitee (collectively, a “Claim”) that alleges that the Services or the Advocate Data, when used in accordance with the terms of this Agreement, infringe any United States patent, copyright, or trademark of a third party. Advocate shall have no obligation to indemnify, defend or hold harmless hereunder to the extent that a Claim is caused by or results from any: (a) use of the Services and/or the Advocate Data not in accordance with this Agreement or for purposes not intended by Advocate and not specifically permitted pursuant to this Agreement, (b) use or combination of Services and/or the Advocate Data with any hardware, software, system, networks, service, data or other matter that is neither provided or authorized by Advocate or (c) where Customer continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement. Following notice of a Claim or upon facts which in Advocate’s sole opinion are likely to give rise to such Claim, Advocate shall in its sole discretion and at its sole option, elect to (i) procure for Customer the right to continue to use the Services and/or the Advocate Data at no additional cost to Customer, (ii) replace the any infringing part of the Services and or the Advocate Data so that it becomes non-infringing, but functionally equivalent, (iii) modify the Services and/or the Advocate Data to avoid the alleged infringement in a manner so that it remains functionally equivalent, or (iv) terminate this Agreement or the portion of the Services or the Advocate Data related to the alleged infringement. The foregoing states Advocate’s sole liability and Customer’s exclusive remedy against Advocate for any third party claim described in this section.

12.2. Customer Indemnity. Customer will defend, indemnify and hold harmless Advocate and Advocate’s officers, directors, employees, agents, and permitted successors and assigns from any and all Losses incurred by Advocate arising out of any Claim arising out of (i) Customer’s use of the Services, the Results and/or the Advocate Data, (ii) Customer’s violation of this Agreement, Customer’s violation of any applicable law, and/or (iii) Customer’s violation of any rights, including Intellectual Property Rights and privacy rights, of another individual or entity in connection with its use of the Services, the Results and the Advocate Data and (iv) any claim that the Customer Data infringes any third party’s rights, including such party’s Intellectual Property Rights or Privacy Rights.

12.3. Indemnification Procedure. The indemnified party will promptly notify the indemnifying party in writing of any Claim for which it believes it is entitled to be indemnified pursuant to this Section 12. The indemnified party will cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party will promptly take control of the defense and investigation of such Claim and will employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnified party’s failure to perform any obligations under this Section 12.3 will not relieve the indemnifying party of its indemnity obligations under this Section 12, except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Neither party shall have authority to settle and shall not settle any Claim that results in the indemnified party ’s obligation, liability, and/or admission of liability without the indemnified party’s prior written consent. Notwithstanding the foregoing, Advocate reserves the right, at its own expense, to assume the exclusive defense and control of any dispute for which it is the indemnified party.

13. Limitation of Liability

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IN NO EVENT SHALL ADVOCATE OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY PENALTIES, CLAIMS FOR LOST DATA, REVENUE, PROFITS, COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES OR BUSINESS OPPORTUNITIES, ARISING OUT OF THIS AGREEMENT OR ANY ADDENDUM THERETO, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT OR IN TORT INCLUDING NEGLIGENCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ADVOCATE’S MAXIMUM AND AGGREGATE LIABILITY HEREUNDER FOR ANY CAUSE OF ACTION OR THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CUSTOMER TO ADVOCATE HEREUNDER DURING THE 12 MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. NOTWITHSTANDING THE FOREGOING, IF THE SERVICES ARE PROVIDED TO CUSTOMER AT NO CHARGE, IN NO EVENT SHALL ADVOCATE’S MAXIMUM AND AGGREGATE LIABILITY HEREUNDER FOR ANY CAUSE OF ACTION OR THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100).CUSTOMER ACKNOWLEDGES THAT THE FEES SPECIFIED IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT ADVOCATE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THE FOREGOING LIMITATIONS OF ITS LIABILITY AND THE WARRANTY DISCLAIMERS CONTAINED HEREIN.

14. Notices

Under this Agreement, notices to Customer shall be sent to the email address associated with the Customer Account and notices to Advocate must be sent to 3229 Greenpoint Ave PMB 120 Long Island City NY, 11101 Attn: Legal with a copy to legal@tryadvocate.com. Notices to emails shall be deemed given when sent. Customer is responsible for keeping its email address current. Advocate may change its contact information by posting the new contact information on its website or through the Platform or by giving notice thereof to Customer. Customer is solely responsible for keeping Customer’s contact information on file with Advocate current at all times.

15. Updates to Agreement

15.1. Advocate reserves the right to change or update the Agreement from time to time at our sole discretion. We reserve the right, at our discretion, to change, modify, add, or remove portions of the Agreement any time by posting the amended Agreement here with an updated “Last Updated” date above. Please review the Agreement frequently for any changes. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Services or via email. Customer’s continued use of the Services following the effective date of any changes to the Agreement constitutes acceptance of those changes.

16. General Information

16.1. Law and Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws principles. The parties hereby consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in New York City and County of New York, in the state of New York for the purposes of adjudicating any matter arising from or in connection with this Agreement.

16.2. Relationship. This Agreement is not intended to create, nor should it be construed as creating, an agency, joint venture, partnership or similar relationship between the parties. Advocate will act solely as an independent contractor of Customer and neither party shall have the right to act for or bind the other party in any way or to represent that the other party is in any way responsible for any acts or omissions of such party.

16.3. Statute of Limitations. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

16.4. Section Titles. The section titles in the Agreement are for convenience only and have no legal or contractual effect.

16.5. Export Restrictions. Customer agrees not to directly or indirectly export, re-export or import all or any portion of the Services without first obtaining all required licenses, permits and permissions. Advocate makes no representation or warranty that the Services may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.

16.6. Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.

16.7. Force Majeure. Except for payment obligations, neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or modification by third parties of telecommunications or hosting infrastructure or third-party websites (“Force Majeure Event”).

16.8. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Sections 1, 3.2, 3.3, 5 6.1, 6.2, 6.3, 9.3, and 10-16 .

16.9. Assignment. Advocate may, upon giving written notice to Customer, assign its rights and obligations under this Agreement to any of its Affiliates or pursuant to a merger, sale, or other corporate reorganization of all or substantially all of its assets (which, in the case of Advocate, relate to that portion of its business that operates the Services). In this case, such assignee will have and may exercise all the rights, and will assume all of the obligations, of Advocate under this Agreement, except that the assignment will not release Advocate from liability for Advocate’s obligations under this Agreement. Except for such permitted assignment, neither Party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of each of the other Party. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

16.10. Severability. Any provision of this Agreement found by a court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Agreement and all other provisions of these Agreement will remain in full force and effect.

16.11. Waiver. A waiver of any provision of this Agreement will be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

16.12. Independent Contractors. Advocate’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.

16.13. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersede all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.