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LEGAL
TOMORROWX SUMMIT 2026

Terms of Service

TomorrowX Summit, LLC Terms of Service

Effective Date: June 23, 2026

BY SELECTING “I AGREE” WHERE SUCH OPTION IS MADE AVAILABLE, OR BY INSTALLING, EXECUTING, DOWNLOADING, ACCESSING OR OTHERWISE USING ANY PORTION OF THE TOMORROWX SUMMIT TECHNOLOGY (AS DEFINED BELOW), YOU CONFIRM THAT YOU (“YOU” OR “YOUR” OR “CUSTOMER”) HAVE READ THIS THESE TERMS OF SERVICE (“AGREEMENT”), THAT YOU UNDERSTAND THE TERMS OF THE AGREEMENT, AND THAT YOU AND (IF APPLICABLE) THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS AGREEMENT ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT “I AGREE” WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE TOMORROWX SUMMIT TECHNOLOGY. This Agreement is between Customer and TomorrowX Summit (each a “Party” and collectively the “Parties”) and is effective as of the date on which You select “I AGREE” (or equivalent) where such option is made available by TomorrowX Summit (the “Effective Date”).

1. Certain Definitions.

If You or the entity You represent are party to a Master Terms of Service and/or Order Form with TomorrowX Summit (collectively, the “Enterprise Agreements”), the Enterprise Agreements shall take precedence over these Terms of Service to the extent of any conflict. For all other users, these Terms of Service constitute the entire agreement between You and TomorrowX Summit with respect to Your use of the TomorrowX Summit Technology.

1.1 “Affiliate” means an entity that, directly or indirectly, owns or controls or is owned or controlled by, or is under common ownership or control with, a Party as of the Effective Date and for as long as such entity remains directly or indirectly owned or controlled by the Party. As used herein, “control” means the power to direct, directly or indirectly, the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent of the voting equity securities or other equivalent voting interests of an entity.

1.2 “Aggregated Data” means data, including data derived from Customer Data, that has been combined or aggregated with data from other customers, sources, or sessions in a manner that does not identify, and cannot reasonably be used to identify, Customer, any User, or any person.

1.3 “Agreement” means, collectively, these TomorrowX Summit, LLC Terms of Service and any attachments, addenda, conditions, notices, operating rules, policies (including the TomorrowX Summit Privacy Policy, available at www.tomorrowxsummit.com/legal), exhibits, schedules or documents incorporated by reference or hyperlinked herein or which we may publish from time to time on the Website or Customer’s Accounts. For users who are also party to a Master Terms of Service and/or Order Form with TomorrowX Summit, the term “Agreement” as used in those documents has the meaning set forth therein and shall control to the extent of any conflict with this definition

1.4 “Customer” means (a) if You are entering into this Agreement on behalf of an entity, the entity on whose behalf You are accepting this Agreement as its authorized legal representative, or (b) if You are entering into this Agreement in Your individual capacity, You as an individual.

1.5 “Customer Data” means any data (including aggregated or transformed versions thereof and analytical outputs), models, algorithms, analyses, transformation code or other content that is provided by or created by Customer, or Users using the Service or Website, for integration, use, or other processing in or through the Service, including any third party data, content, or materials that Customer or its Users upload, submit, transmit, or otherwise make available to or through the Service. Customer Data excludes Usage Data, Aggregated Data, and De-identified.

1.6 “De-identified Data” means Customer Data from which all direct and indirect identifiers of Customer, any User, and any person have been removed or otherwise modified using commercially reasonable methods such that the data cannot reasonably be used, alone or in combination with other reasonably available information, to identify Customer, any User, or any person.

1.7 “Documentation” means any technical documentation for the Service made available in connection with the Service, updated from time to time at TomorrowX Summit’ sole discretion.

1.8 “Intellectual Property Rights” means all rights, title, and interest in and to any trade secrets, patents, copyrights, service marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of privacy, rights of publicity, and any similar rights, including any applications, continuations, or registrations with respect to the foregoing, under the laws or regulations of any governmental, regulatory, or judicial authority.

1.9 “TomorrowX Summit” means TomorrowX Summit, LLC.

1.10 “TomorrowX Summit Technology” means the Service, Documentation, Website, Mobile App, models, and application programming interfaces (APIs), provided or made available to Customer as a service in connection with this Agreement, and any improvements, modifications, derivative works, patches, upgrades, and updates thereto.

1.11 “Mobile App” means any mobile application made available by TomorrowX Summit for use on mobile devices.

1.12 “TomorrowX Summit Privacy Policy” means any privacy-specific policies available on the Website or Mobile App.

1.13 “Profile Data” means information submitted by, or on behalf of, Customer or any User to create, populate, or maintain a profile, listing, or similar presence on the Service, Website, or Mobile App.

1.14 “Service” means software-as-a-service access to TomorrowX Summit Technology or platforms.

1.15 “Taxes” means any applicable sales, use, transaction, value added, goods and services tax, harmonized sales tax, withholding tax, excise or similar taxes, and any foreign, provincial, federal, state or local fees or charges, (including but not limited to, environmental or similar fees) duties, costs of compliance with export and import controls and regulations, and other governmental assessments, including any penalties and interest in respect thereof, imposed on, in respect of or otherwise associated with any transaction hereunder.

1.16 “Third Party Content” means any third party data, services, or applications that interoperate with the Service which TomorrowX Summit may, at Customer’s sole discretion, facilitate the use of in connection with the Service and subject to an independent agreement between Customer and such third party.

1.17 “Third Party Services” means third party services that TomorrowX Summit may utilize in the provision of the Service as set forth in the Documentation (or as otherwise agreed by the Parties).

1.18 “Website” means or any other TomorrowX Summit-owned domains, including any subdomains of the foregoing, and all software, applications, products, content, and services provided by TomorrowX Summit at or through the Website.

2. Provision of Service.

2.1 Service Access. TomorrowX Summit shall make available the Service to Customer during the applicable Term solely for use by Customer and its Users in accordance with the terms and conditions of this Agreement and the Documentation for Customer’s internal business purposes.

2.2 Usage Data. TomorrowX Summit may collect and use metrics, analytics, statistics, or other data related to Customer’s use of the Service and TomorrowX Summit Technology (a) to secure the Service for the benefit of Customer; (b) to provide, analyze, maintain, support, and improve the Service or TomorrowX Summit Technology, including to develop, train, and improve TomorrowX Summit’s products and services such as any internal artificial intelligence systems; and (c) for any other purpose for which Customer provides authorization via the Service, where such option is made available (collectively “Usage Data”).

2.3 TomorrowX Summit Compliance Requirements. If TomorrowX Summit determines at its sole discretion that Customer has not satisfied the TomorrowX Summit Compliance Requirements, TomorrowX Summit’s obligations under Section 2.1 shall immediately terminate upon TomorrowX Summit determining that Customer has not satisfied the TomorrowX Summit Compliance Requirements. TomorrowX Summit may evaluate (and re-evaluate) Customer’s satisfaction of the TomorrowX Summit Compliance Requirements at any time, including after the Customer has accessed the Service. Additionally, Customer’s continued access to the Service and/or any TomorrowX Summit Technology is conditioned upon TomorrowX Summit’s determining, in its sole discretion, that Customer satisfies the TomorrowX Summit Compliance Requirements. The “TomorrowX Summit Compliance Requirements” is comprised of (but not limited to) TomorrowX Summit determining (at its sole discretion) that performance under this Agreement with Customer would not likely (i) violate TomorrowX Summit’s obligations under trade control regulations of the United States, including the U.S. Export Administration regulations, or other applicable export control laws in other jurisdictions, (ii) violate or otherwise breach TomorrowX Summit’s contractual obligations with third parties, (iii) render TomorrowX Summit in violation of laws prohibiting providing goods, support, or services to Specially Designated Nationals as defined by the United States Department of the Treasury, or persons subject to similar blocking or denied party prohibitions administered by a U.S. government agency, (iv) violate TomorrowX Summit’s obligations under the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control, or (v) otherwise violate TomorrowX Summit’s policies or values. TomorrowX Summit reserves the right to amend the definition of TomorrowX Summit Compliance Requirements at any time, as needed, and at its sole discretion. Notwithstanding the foregoing, for Customers subject to a Master Terms of Service, TomorrowX Summit’s exercise of termination or suspension rights under this Section shall be subject to the termination and cure provisions set forth in the Master Terms of Service.

3. Customer Use of Service.

3.1 Accounts. Customer shall be responsible for (i) administering accounts to access the Services (“Accounts”) for its (a) employees, (b) contractors, (c) other users (including its Affiliates’ employees or contractors) for the purposes authorized hereunder (collectively, “Users”); (ii) using industry standard security measures to protect Accounts (including, without limitation, using multi-factor authentication); (iii) any activity on Accounts and the monitoring of such activity on Accounts (only to the extent that such monitoring does not violate any other term of this Agreement or applicable law); and (iv) the actions and omissions of its Users in connection with the TomorrowX Summit Technology and/or Accounts. Customer shall immediately de-activate any Account upon becoming aware of the compromise or unauthorized use thereof (and in such case promptly notify TomorrowX Summit of such compromise or unauthorized use), or upon TomorrowX Summit’s reasonable request.

3.2 Data Integrity. Customer shall be solely responsible for the accuracy, content, and legality of Customer Data and shall ensure that any integration of Customer Data into the Service complies with applicable laws and regulations, including but not limited to data localization requirements.

4. Acceptable Use and Proprietary Rights.

4.1 Applicable Laws. Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which Customer is located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored. TomorrowX Summit may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement.

4.2 Competitive Use. Customer will not use or access the TomorrowX Summit Technology to directly or indirectly develop, create, improve, or inform a product or service similar to or competitive with any product or service offered by TomorrowX Summit now or in the future.

4.3 Export Controls. The TomorrowX Summit Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in this Agreement. Customer may not use the TomorrowX Summit Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation, the following prohibitions:(a) Customer may not use or access the Service if Customer is or are working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency; and(b) Customer may not use or access the Service to perform any activities subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State, including without limitation, ingesting ITAR-controlled data.

4.4 Customer Ownership; License to Aggregated and De-identified Data. As between the Parties, Customer owns all rights, title, and interest, including all Intellectual Property Rights, in and to Customer Data and any modifications made thereto. Subject to the Agreement, Customer grants to TomorrowX Summit a non-exclusive, worldwide, royalty-free right and license during the Term to use and process Customer Data solely to provide the Service, and as may be required by applicable law. Customer further grants to TomorrowX Summit a worldwide, perpetual, irrevocable, royalty-free right and license to use, distribute, disclose, and make and incorporate into the TomorrowX Summit Technology any suggestions, enhancement request, recommendation, or other feedback provided by Customer or Users relating to the TomorrowX Summit Technology. In addition, Customer hereby grants TomorrowX Summit a perpetual, worldwide, royalty-free license to create, generate, derive, collect, use, reproduce, modify, distribute, disclose, commercialize, and otherwise exploit Aggregated Data and De-identified Data for any lawful purpose, including without limitation: (a) TomorrowX Summit’s general business operations and internal use; (b) developing, training, and improving TomorrowX Summit’s products and services, including models, algorithms, and artificial intelligence systems; (c) developing, creating, and offering new products, services, features, and offerings; and (d) benchmarking, analytics, research, and improving the quality, performance, and overall user experience of the TomorrowX Summit Technology across TomorrowX Summit’s entire customer base. TomorrowX Summit’s rights under this Section shall survive any expiration or termination of this Agreement. Customer acknowledges and agrees that the rights granted under this Section also apply to Affiliates, and TomorrowX may exercise the rights granted under this Section directly or through its Affiliates.

4.5 TomorrowX Summit Rights. As between the Parties, TomorrowX Summit has all proper rights, title, and interest, including all Intellectual Property Rights, in and to the TomorrowX Summit Technology, Usage Data, Aggregated Data, De-identified Data, and any other related documentation or materials provided by TomorrowX Summit and any derivative works, modifications, or improvements of any of the foregoing (including without limitation all Intellectual Property Rights embodied in any of the foregoing). Except for the express rights granted herein, TomorrowX Summit does not grant any other licenses or access, whether express or implied, or any ownership rights to any TomorrowX Summit Technology, software, services, or Intellectual Property Rights. Customer further grants TomorrowX Summit a perpetual, royalty free license to use, display, or publish Profile Data that has been anonymized, including incorporating such anonymized Profile Data into TomorrowX Summit’ products and services.

4.7 Restrictions. The following restrictions apply to all users, including those subject to a Master Terms of Service. To the extent the Master Terms of Service contains additional restrictions, those shall apply in addition to the restrictions below. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any TomorrowX Summit Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to TomorrowX Summit); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) copy any TomorrowX Summit Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) include any portion of any TomorrowX Summit Technology in any other service, equipment, or item; (k) allow the transfer, transmission (including without limitation making available on-line, electronically transmitting, or otherwise communicating, to the public), export, or re-export of any TomorrowX Summit Technology (or any portion thereof) or any TomorrowX Summit technical data; (l) perform penetration tests on the Service unless authorized by TomorrowX Summit; (m) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any TomorrowX Summit Technology and any associated media; (n) use the Website or TomorrowX Summit Technology to engage in or advance any fraud or misrepresentation; (o) license, sell, resell, distribute, or otherwise make available the TomorrowX Summit Technology, in whole or in part, to any third party except as expressly permitted in this Agreement; or (p) access, monitor, copy, scrape, harvest, or extract any portion of the Service, TomorrowX Summit Technology, or any data made available through the Service through any automated means (including agents, bots, robots, spiders, scripts, or web crawlers).

5. Term and Termination; Suspension.

5.1 Term. For users subject to an Order Form, the term of access to the Service shall be as specified in the applicable Order Form and Master Terms of Service. For all other users, these Terms of Service are effective from the date You first accept them and continue until terminated by either party. Either party may terminate upon thirty (30) days’ prior written notice to the other party.

5.2 Termination for Cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement and failure to remedy the breach (and provide reasonable written notice of such remedy to the non- breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party or (b) if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law.

5.3 Effect of Termination. Upon any termination or expiration of this Agreement, except as specifically set forth below, all Customer’s rights, access, and licenses granted to TomorrowX Summit Technology shall immediately cease and Customer shall promptly return or destroy all Documentation. Within thirty (30) days following expiration or termination, Customer shall use commercially reasonable efforts to cease all use of and delete all data obtained from the Service or TomorrowX Summit Technology; provided, however, that Customer may retain such data to the extent required by applicable law or Customer’s reasonable document retention policies, in which case such retained data shall remain subject to the confidentiality obligations of this Agreement. Upon termination or expiration of this Agreement, if requested by Customer, Customer shall, subject to the terms of this Agreement, have access to the Service for thirty (30) days solely for the purpose of retrieving Customer Data. TomorrowX Summit shall thereafter delete all Customer Data. Notwithstanding the foregoing, TomorrowX Summit may retain Customer Data to the extent and for so long as required by applicable laws, in which case the retained Customer Data shall remain subject to the obligations of this Agreement and be used solely for such regulatory or legal compliance purposes.

For the avoidance of doubt, messages, communications, and other content generated through the Service or TomorrowX Summit Technology constitute TomorrowX Summit Intellectual Property and shall not be included in Customer Data exports, except as required by applicable law.

No termination or expiration of this Agreement shall limit or affect rights or obligations that accrued prior to the effective date of termination or expiration (including without limitation payment obligations). Sections 1, 4 (excluding Section 4.4), 5, 6, 7, 8, 9, 10, 11, and 12 shall survive any termination or expiration of this Agreement.

5.4 Suspension of Services. If TomorrowX Summit reasonably determines that: (a) You are entering into this Agreement on behalf of an entity and do not have authorization to bind such entity to this Agreement (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service, TomorrowX Summit Technology, or Website violates applicable law or otherwise violates a material term of this Agreement; (c) Customer does not satisfy the TomorrowX Summit Compliance Requirements; or (d) Customer has breached any of the warranties set forth herein, TomorrowX Summit reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the TomorrowX Summit Technology.

6. Indemnification.

6.1 TomorrowX Summit Indemnification. TomorrowX Summit shall defend Customer against any claim of infringement or violation of any Intellectual Property Rights asserted against Customer by a third party based upon Customer’s use of TomorrowX Summit Technology in accordance with the terms of this Agreement and indemnify and hold harmless Customer from and against reasonable costs, attorneys’ fees, and damages, if any, finally awarded against Customer pursuant to a non-appealable order by a court of competent jurisdiction in such claim or settlement entered into by TomorrowX Summit. If Customer’s use of any of the TomorrowX Summit Technology is, or in TomorrowX Summit’s opinion is likely to be, enjoined by a court of competent jurisdiction due to the type of infringement specified above, or if required by settlement approved by TomorrowX Summit in writing, TomorrowX Summit may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the TomorrowX Summit Technology; or (c) if TomorrowX Summit reasonably determines that options (a) and (b) are commercially impracticable, terminate this Agreement and refund to Customer a pro-rated portion of the fees paid hereunder for the terminated TomorrowX Summit Technology that reflects the remaining portion of the Term active at the time of termination. The foregoing indemnification obligations of TomorrowX Summit shall not apply: (i) if TomorrowX Summit Technology is modified by or at the direction of Customer or Users, but only to the extent the alleged infringement would not have occurred but for such modification; (ii) if TomorrowX Summit Technology is combined with non-TomorrowX Summit products not authorized by TomorrowX Summit, but only to the extent the alleged infringement would not have occurred but for such combination; (iii) to any unauthorized use of TomorrowX Summit Technology, any use that is not consistent with the Documentation, any use that violates Section 4 (Acceptable Use), or use during any period of suspension; (iv) to any Customer Data; or (v) to any non-TomorrowX Summit products or services.

6.2 Customer Indemnification. Customer shall defend TomorrowX Summit against any third party claim asserted against TomorrowX Summit arising from or relating to (a) Customer’s violation of applicable law, (b) Customer Data, and (c) Customer’s breach of Section 4 (Acceptable Use), and indemnify and hold harmless TomorrowX Summit from and against related costs, attorneys’ fees, and damages, if any, issued by a competent authority or finally awarded pursuant to a non-appealable order.

6.3 Indemnification Procedure. The obligations of the indemnifying Party shall be conditioned upon the indemnified Party providing the indemnifying Party with: (a) prompt written notice (in no event to exceed twenty (20) days) of any claim, suit, or demand of which it becomes aware; (b) the right to assume the exclusive defense and control of any matter that is subject to indemnification (provided that the indemnifying Party will not settle any claim unless it unconditionally releases the indemnified Party of all liability and does not admit fault or wrongdoing by the indemnified Party); and (c) cooperation with any reasonable requests assisting the indemnifying Party’s defense and settlement (at the indemnifying Party’s expense). This Section sets forth each Party’s sole liability and obligation and the sole and exclusive remedy with respect to any claim of Intellectual Property Rights infringement.

6.4 Indemnification Cap. For users subject to a Master Terms of Service, the indemnification obligations under this Section shall be subject to the limitations and caps set forth in the Master Terms of Service. For all other users, each party’s total indemnification liability under this Section shall not exceed the total fees paid by Customer to TomorrowX Summit in the twelve (12) months preceding the claim, or one hundred dollars ($100) if no fees have been paid.

7. TomorrowX Summit Warranty and Disclaimer.

7.1 TomorrowX Summit Warranty. TomorrowX Summit warrants that during the Term the Service will be provided substantially in accordance with the applicable Documentation. In the event of a breach of an above warranty, Customer may give TomorrowX Summit written notice of termination of this Agreement, which termination will be effective thirty (30) days after TomorrowX Summit’s receipt of the notice, unless TomorrowX Summit is able to remedy the breach prior to the effective date of termination. This warranty shall not apply to the extent such breach is caused by Customer Data or misuse or unauthorized modification of the Service (including but not limited to Customer’s violation of Section 4 (Acceptable Use)) or any Customer selected hardware used in connection with the Service. In the event of termination of this Agreement pursuant to Customer’s exercise of its right under this Section, Customer shall be entitled to receive from TomorrowX Summit, as its sole and exclusive remedy, a refund of a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term active at the time of termination.

7.2 Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETTABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND ONLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE TOMORROWX SUMMIT TECHNOLOGY ARE PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND TOMORROWX SUMMIT AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE TECHNOLOGY PROVIDED HEREUNDER OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON- INFRINGEMENT, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING LIMITATION, TOMORROWX SUMMIT DOES NOT WARRANT THAT THE TOMORROWX SUMMIT TECHNOLOGY WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. TOMORROWX SUMMIT IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. TOMORROWX SUMMIT DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. TOMORROWX SUMMIT IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD: (A) FOR CUSTOMERS SUBJECT TO A MASTER TERMS OF SERVICE, THE LIABILITY CAP SET FORTH IN THE MASTER TERMS OF SERVICE SHALL APPLY; AND (B) FOR ALL OTHER CUSTOMERS, NEITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE GREATER OF (I) THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (II) ONE HUNDRED DOLLARS ($100).”

8. Customer Warranty.

Customer warrants that (a) Customer has provided all necessary notifications and obtained all necessary consents, authorizations, approvals, licenses, and/or agreements as required by any applicable laws or policies, and has informed TomorrowX Summit of any obligations applicable to TomorrowX Summit’ processing of Customer Data, in order to enable TomorrowX Summit to process Customer Data, including personal data, according to the scope, purpose, and instructions specified by Customer and that Customer will not direct the processing of Customer Data by TomorrowX Summit in violation any laws or regulations (including localization requirements) or rights of third parties; (b) it will not use the Service for any unauthorized or illegal purposes; and (c) it will not upload or import Customer Data to the Service requiring additional documentation without first executing such documentation. Customer assumes all risk and sole responsibility for any Customer Data (including first party or third party data), content, or materials that Customer or its Users upload or otherwise make available to or through the Service. TomorrowX Summit shall have no liability or responsibility for verifying, ensuring, or confirming that Customer or its Users have obtained the requisite licenses, consents, or other rights to upload, submit, or use any such data, content, or materials in connection with the Service.

All Customer Data that Customer integrates, uses, or otherwise makes available in or through use of the Service and the conclusions drawn therefrom are done at Customer’s own risk and Customer will be solely liable and responsible for any damage or losses to any party resulting therefrom.

9. Agreement Updates.

Notwithstanding the foregoing, for Customers subject to a Master Terms of Service, TomorrowX Summit’s right to amend these Terms of Service unilaterally applies only to terms not otherwise governed by the Master Terms of Service. Amendments to terms that are also addressed in the Master Terms of Service shall require mutual written consent as set forth therein. TomorrowX Summit reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. TomorrowX Summit will notify Customer of ex-post changes to this Agreement by posting a notice on the Website and/or sending an email to the primary email address on Customer’s Account. Any amendments to this Agreement will become effective thirty (30) days after TomorrowX Summit provides such notice. Customer’s continued use of the TomorrowX Summit Technology within thirty (30) days after TomorrowX Summit provides the foregoing notice constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the TomorrowX Summit Technology constitutes agreement to our revisions of this Agreement. TomorrowX Summit reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the TomorrowX Summit Technology (or any part thereof).

10. Events.

10.1 Event Participation. The Service may from time to time host, or be used to facilitate, events by TomorrowX Summit and/or by third parties (“Events”). Participation in Events is governed by the TomorrowX Summit Live Experience Terms (available at www.TomorrowXsummit.com/legal), which are incorporated herein by reference.

10.2 Event Access for Non-Subscribers. If You are not an existing User but wish to attend an Event, You may receive access to an Event-specific version of the Service for the duration of the Event by registering as an attendee. In such case, You may not be required to pay standard Service fees, but the remainder of this Agreement and the TomorrowX Summit Live Experience Terms will apply to Your use of the Service. Your access to the Service may not extend beyond the Event if You do not register a full account.

10.3 Event Technology. Events may use technology in Your badge to record session attendance. Badges can only be read during the applicable Event and within the event space.

11. Community Standards.

All users shall conduct themselves in a professional, respectful, and lawful manner when using the Service. Users agree to comply with the TomorrowX Summit Code of Conduct (available at www.TomorrowXsummit.com/legal), which is incorporated herein by reference. TomorrowX Summit is not responsible for the conduct of any other user. Violations of the Code of Conduct may result in suspension or termination of access to the Service, without refund.

12. Miscellaneous.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

Dispute Resolution. For Customers subject to a Master Terms of Service, disputes shall be resolved in accordance with the dispute resolution provisions set forth therein. For all other users, any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Texas, by a single arbitrator. The arbitrator’s award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

Jury Waiver. THE PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Class Action Waiver. THE PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

TomorrowX Summit shall provide the Service consistent with laws and regulations applicable to TomorrowX Summit’ provision of such Service generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service, and subject to Customer’s compliance with this Agreement. Except with TomorrowX Summit’ prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Notwithstanding the foregoing, for Customers subject to a Master Terms of Service, the assignment provisions set forth in the Master Terms of Service shall control to the extent they conflict with this Section. TomorrowX Summit may subcontract this Agreement or portions thereof. Any notifications to TomorrowX Summit shall be sent to info@TomorrowXsummit.com or 930 Merion Square Road, Gladwyne, PA 19035 (ATTN: Legal). If any provision of this Agreement shall be adjudged by any court or tribunal of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and be enforceable. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify TomorrowX Summit if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes TomorrowX Summit to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. TomorrowX Summit has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. For the avoidance of doubt, nothing in this Agreement shall be construed to create a joint venture, employment, partnership, strategic alliance, formal alliance, or strategic partnership relationship between the Parties. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

CONTACT

For more information or for help in answering any questions, please contact us at info@TomorrowXsummit.com.