Services Agreement

THIS SERVICES AGREEMENT (THIS “AGREEMENT”) GOVERNS THE CONTENT, SERVICES AND CHATWALRUS IP PROVIDED BY CHAT WALRUS, INC. (“CHATWALRUS” OR “WE”) TO THE CUSTOMER IDENTIFIED IN AN APPLICABLE ORDER FORM (“CUSTOMER” OR “YOU”). BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR OTHERWISE EXPRESSLY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU AGREE TO BE BOUND BY THIS AGREEMENT. CHATWALRUS AND CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES”.

IF YOU ACCEPT THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT ACCEPT THIS AGREEMENT OR USE THE APPLICABLE CHATWALRUS SERVICES.

This Agreement was last updated on November 2, 2026. It is effective between You and ChatWalrus as of the date You accepted this Agreement (the “Effective Date”). All section headings used herein are for convenience only and shall not be used to interpret any section of this Agreement.

1. Services and Content:

1. ChatWalrus will provide and/or perform the “Content” and “Services” described in the Order Form. ChatWalrus will use or provide “ChatWalrus IP” during its performance under this Agreement. ChatWalrus IP includes (i) the Content, (ii) the Services, including the content, method and manner of delivery, and (iii) ChatWalrus’s pre-existing and general items like templates, modules, libraries, videos, code snippets, and know-how. ChatWalrus IP also includes any software, scripts, prompts, instruction files, skill files, configurations, repositories, documentation, updates, training materials, methodologies and other materials that ChatWalrus makes available to Customer, including any ChatWalrus plugin or skill pack identified in an Order Form (each, a “Plugin”).
2. License to ChatWalrus IP. Subject to the payment of fees set forth in the Order Form, ChatWalrus grants Customer a nonexclusive, non-transferable, royalty-free, license during the term (as set forth in the Order Form) (the “Term”) to access and use the ChatWalrus IP. If an Order Form includes a Plugin, subject to this Agreement and payment of the applicable fees, ChatWalrus grants Customer during the applicable Term a limited, non-exclusive, non-transferable and non-sublicensable right to access the applicable ChatWalrus repository; download and install the Plugin in the Customer workspace(s) authorized under the Order Form; make copies reasonably necessary for such installation and use; and permit Customer’s employees and contractors acting on Customer’s behalf (“Authorized Users”) to use the Plugin solely for Customer’s internal business purposes. Customer is responsible for its Authorized Users’ compliance with this Agreement and for their acts and omissions relating to the ChatWalrus IP.
3. Restrictions. Except as expressly permitted under this Agreement and the Order Form, including any copying, downloading, installation, or other use reasonably necessary to access and use a Plugin as authorized by ChatWalrus, Customer agrees as a condition of the licenses that it will not (and it will not permit any third party to): (i) use the ChatWalrus IP in violation of any applicable law or regulation, (ii) copy, distribute, republish, download, display, transmit, sell, rent, lease, host, share, or sub-license the ChatWalrus IP, except for copies or downloads reasonably necessary for Customer’s authorized internal use of the ChatWalrus IP; (iii) modify, create derivative works of, adapt, or reverse engineer the ChatWalrus IP, except to the extent any such restriction is prohibited by applicable law; (iv) remove, obscure, or alter any proprietary notices or source references associated with the ChatWalrus IP; (v) access or use the ChatWalrus IP to build, train, develop, or improve competing products or services, (vi) share its access credentials (login IDs and passwords) for the ChatWalrus IP, or allow use of the same access credentials by two or more users, and Customer is responsible for unauthorized access to its access credentials, (vii) provide access to any private ChatWalrus repository, Plugin, skill file, source file, or other underlying ChatWalrus IP to any person or entity outside Customer’s organization, except Customer’s contractors who require such access solely to provide services to Customer and who are bound by confidentiality and use restrictions at least as protective as those in this Agreement; (viii) extract, reproduce, use, or distribute ChatWalrus training content, lesson transcripts, methodologies, prompts, instructions, or other materials embedded in or made available through a Plugin except as reasonably necessary for Customer’s authorized use of the Plugin; or (ix) circumvent or disable any access, license, repository, or other technical restriction applicable to the ChatWalrus IP. For clarity, the foregoing restrictions do not prohibit Customer from using, modifying, distributing, or displaying analyses, recommendations, drafts, reports, files, or other outputs generated within Customer’s third-party workspace through Customer’s authorized use of a Plugin (“Customer Outputs”), except to the extent a Customer Output contains the Plugin, skill files, substantial portions of ChatWalrus training materials, or other underlying ChatWalrus IP. Customer is not required to include ChatWalrus attribution or citations in Customer Outputs intended for Customer’s external business use unless otherwise expressly stated in the applicable Order Form.

2. Intellectual Property

1. ChatWalrus retains all rights, title, and interest (including intellectual property rights) in and to the ChatWalrus IP.
2. Except for Customer Outputs owned by Customer as provided in Section 2(e), if there are any deliverables that are owned by the Customer, such ownership will be expressly noted on the Order form. Any deliverable that does not include such express ownership language and is not a Customer Output is owned by ChatWalrus.
3. Customer grants ChatWalrus a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use any suggestions, enhancement requests, recommendations or other feedback provided by Customer.
4. ChatWalrus may use general ideas and know how we learn and remember, as long as we do not use Customer Confidential Information or Customer Data directly.
5. As between ChatWalrus and Customer, Customer owns Customer Outputs, subject to the applicable third-party platform terms and excluding any ChatWalrus IP incorporated into such Customer Outputs. ChatWalrus retains all right, title and interest in the ChatWalrus IP, and no ownership of underlying ChatWalrus IP transfers to Customer merely because it is used to generate or is reflected in a Customer Output.

3. Confidentiality

1. Definition. “Confidential Information” means non-public or proprietary information about a disclosing party’s business that is disclosed to the other Party in connection with their business relationship and (a) is identified in writing as confidential at the time of disclosure; or (b) is by its nature confidential or the receiving party knows, or should reasonably know, is confidential. ChatWalrus IP shall be deemed Confidential Information of ChatWalrus. Confidential Information does not include information that (i) has become public knowledge through no fault of the receiving party; (ii) was known to the receiving party, free of any confidentiality obligations, prior to disclosure by the disclosing party; (3) becomes known to the receiving party, free of any confidentiality obligations, from a source other than the disclosing party; (4) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.
2. Obligations. The receiving party will treat Confidential Information with reasonable care and disclose only on a need-to-know basis or as permitted under this Agreement. The receiving party will only use Confidential Information for the purposes of performing its obligations or as permitted under this Agreement. However, a receiving party may disclose Confidential Information: (a) if approved by the other party in writing; (b) if required by law or regulation; or (c) in the event of dispute between the parties, as necessary to establish the rights of either party. In the case of (b) and (c), the receiving party will provide reasonable advance notice to the other party and provide reasonable assistance to limit the scope of the disclosure, unless prohibited by law or regulation.

4. Customer Data, Security, and Workspace Practices

1. Customer Data. “Customer Data” means any data, content, and materials provided or made available by or on behalf of Customer for use with the Services. Customer Data does not include ChatWalrus IP, Customer Outputs, or any deliverable owned by ChatWalrus under Section 2(b). Customer owns Customer Data. Customer Outputs are addressed in Section 2(e).
2. Use. ChatWalrus will use Customer Data only to deliver the Services and to tailor and improve the custom solutions we build for Customer as part of onboarding and the engagement. ChatWalrus will not use Customer Data to build solutions for other customers.
3. Security. ChatWalrus will use reasonable technical and organizational safeguards to protect Customer Data.
4. Subprocessors. ChatWalrus remains responsible and liable for any subprocessors we use under this Agreement. ChatWalrus will share a list of such subprocessors upon request.
5. Workspace Best Practice. When ChatWalrus builds or tests custom solutions that involve Customer Data, our default is to do this work in Customer’s ChatGPT Team or Enterprise workspace. If Customer does not have such a workspace, we will use ChatWalrus’s ChatGPT Team workspace. In either case, ChatWalrus will configure available controls to limit data sharing.
6. Model Training by OpenAI. As of the date of this Agreement, OpenAI states that business data from ChatGPT Team, ChatGPT Enterprise, and the OpenAI API is not used to train OpenAI models by default. Customer understands OpenAI’s own terms apply to those services and may change. If ChatWalrus learns of a material change that affects Customer Data, we will notify Customer.
7. Breach Notice. If ChatWalrus learns of a security incident that affects Customer Data, we will notify Customer within 72 hours of such discovery, share what we know, and take reasonable steps to resolve it.
8. Return or Deletion. ChatWalrus will return or delete Customer Data upon Customer’s request or within 30 days after termination of this Agreement, unless required by law to keep it.
9. DPA. If ChatWalrus processes Customer Data on Customer’s behalf and Customer reasonably requires a data processing addendum (DPA) in connection with such processing, ChatWalrus will enter into a mutually-agreeable DPA.
10. Customer-Controlled Environments. For clarity, Sections 4(b)-(h) apply only to Customer Data that ChatWalrus receives, hosts or is permitted to access. Where a Plugin accesses or uses data solely within Customer’s account with a third-party platform through connections configured and controlled by Customer, and such data is not transmitted or otherwise made available to ChatWalrus, ChatWalrus does not receive, host, store or otherwise have access to such data solely by providing the Plugin. If ChatWalrus introduces functionality that causes Customer Data or usage telemetry to be transmitted to ChatWalrus, ChatWalrus will disclose that functionality before it is enabled and the parties will enter into any data-processing terms required by applicable law.

5. Disclaimer of Warranties

1. CHATWALRUS PROVIDES THE SERVICES AND CONTENT “AS IS” AND MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING REPRESENTATIONS, GUARANTEES, OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR THAT RESULTS WILL MEET CUSTOMER’S EXPECTATIONS.
2. CUSTOMER ACKNOWLEDGES THAT THE PLUGIN PROVIDES INSTRUCTIONS AND WORKFLOWS FOR USE BY THIRD-PARTY ARTIFICIAL INTELLIGENCE SYSTEMS AND THAT OUTPUTS GENERATED THROUGH SUCH SYSTEMS MAY BE INCOMPLETE, INACCURATE OR UNSUITABLE FOR CUSTOMER’S PARTICULAR CIRCUMSTANCES. CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VALIDATING CUSTOMER OUTPUTS BEFORE RELYING ON OR IMPLEMENTING THEM. CHATWALRUS DOES NOT WARRANT THAT USE OF A PLUGIN OR ANY CUSTOMER OUTPUT WILL ACHIEVE ANY PARTICULAR MARKETING, FINANCIAL OR OTHER RESULT.
3. CERTAIN PLUGIN FUNCTIONALITY MAY, AT CUSTOMER’S DIRECTION, CREATE OR MODIFY CONTENT, AUDIENCES, BUDGETS, CONFIGURATIONS OR OTHER INFORMATION WITHIN CUSTOMER-CONNECTED THIRD-PARTY PLATFORMS. CUSTOMER IS RESPONSIBLE FOR DETERMINING WHETHER TO ENABLE SUCH FUNCTIONALITY AND FOR REVIEWING AND AUTHORIZING SUCH ACTIONS BEFORE EXECUTION.

6. Limitation of Liability

1. Subject to the limitations in Section 6(b), (i) neither party will be liable to the other party for any special, indirect, consequential, incidental or punitive damages; loss of profits; loss of reputation, use, or revenue; or interruption of business and (ii) the maximum aggregate liability of each party arising out of or related to this Agreement is limited to an amount equal to the aggregate of the fees payable by Customer during the 12 months before the initial claim, provided however, each party’s maximum aggregate liability arising out of or related to Section 3 (Confidentiality) and Section 7 (Indemnification) are limited to five times the aggregate of the fees payable by Customer under the applicable Order Form.
2. Section 6(a) does not apply to (i) Customer’s liability arising out of use of ChatWalrus IP beyond the scope of any license granted under this Agreement, or Customer’s failure to pay any amounts owing to ChatWalrus under this Agreement; and (ii) either party’s liability for (A) death, bodily injury, or damage to tangible personal property resulting from a party’s negligence; (B) gross negligence or willful misconduct; (C) fraud; or (D) loss or damage for which liability cannot be excluded or limited by law.

7. Indemnification

1. ChatWalrus Obligations. ChatWalrus will defend, at its expense, any third-party claim, action, or complaint (a “Claim”) brought against Customer during the Term alleging that (i) the ChatWalrus IP directly infringes the third-party’s patent, copyright, or trademark; or (ii) ChatWalrus has misappropriated the third-party’s trade secret. ChatWalrus will pay any damages specifically attributable to such claim that are finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by ChatWalrus).
2. ChatWalrus Response. If the ChatWalrus IP becomes, or in ChatWalrus’s opinion is likely to become, the subject of an infringement Claim, ChatWalrus may, at its option and expense, either: (i) procure for Customer the right to continue using the ChatWalrus IP; (ii) replace or modify the ChatWalrus IP so that it becomes non-infringing; or (iii) terminate this Agreement and refund Customer any unused, prepaid fees for the infringing ChatWalrus IP covering the remainder of the Term after the date of termination.
3. Exceptions. ChatWalrus will have no obligation under this Section 7 or otherwise for any infringement Claim based upon: (i) use of the ChatWalrus IP not in accordance with this Agreement; (ii) use of the ChatWalrus IP in combination with products, equipment, software, or data not supplied by ChatWalrus if such infringement would have been avoided but for such combination; or (iii) any modification of the ChatWalrus IP by any person other than ChatWalrus or its authorized agents.
4. Customer Obligations. Customer will, at its expense, defend or settle any third-party Claim against ChatWalrus arising from (i) ChatWalrus’s possession or use of the Customer Data in accordance with this Agreement, (ii) Customer’s use of the ChatWalrus IP in violation of the law or this Agreement, (iii) Customer’s instructions to the Plugin, Customer’s use or distribution of Customer Outputs, or Customer-authorized actions within its connected systems, or (iv) any actions by Customer referred to in clauses (i)-(iii) of Section 7(c) above.
5. Process. The foregoing obligations are conditioned on the indemnified party: (i) notifying the indemnifying party promptly in writing of the Claim; (ii) giving the indemnifying party sole control of the defense thereof and any related settlement negotiations; and (iii) cooperating and, at the indemnifying party’s request and expense, assisting in such defense.
6. Sole and Exclusive Remedy. Customer’s remedies in this Section 7 (Indemnification) are, in addition to any termination remedy in this Agreement, Customer’s sole and exclusive remedies and ChatWalrus’s sole liability regarding the subject matter giving rise to any infringement Claim.

8. Suspension, Termination, and Survival

1. Suspension. ChatWalrus may suspend the Services on written notice if (i) Customer’s payment is over 10 days late, (ii) ChatWalrus reasonably believes suspension is necessary to prevent a security risk, or (iii) if Customer breaches this Agreement. Additionally, ChatWalrus may suspend Customer’s access immediately without refund if Customer uses, shares, or provides access to ChatWalrus IP in violation of Section 1(c).
2. Termination for Cause. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and does not cure the breach within 10 days of written notice. ChatWalrus may also terminate this Agreement for cause if any act or omission by Customer results in a suspension described in Section 8(a). Upon any termination under this Section by Customer, ChatWalrus shall refund Customer any unused prepaid fees.
3. Prepaid Amounts. Except as stated in Sections 7(b) or 8(b), prepaid fees are non-refundable.
4. Effect of Termination. Upon termination of this Agreement, all rights to use the ChatWalrus IP granted herein immediately terminate and Customer must stop using and return or delete the ChatWalrus IP, except for Customer Outputs that Customer is expressly permitted to retain and use under this Section 8(d). Any unpaid fees are due. Each party will stop using and return the other party’s Confidential Information. ChatWalrus will return or delete Customer Data as described in Section 4. Upon expiration or termination of Customer’s right to use a Plugin, ChatWalrus may revoke Customer’s repository access and Customer will promptly uninstall and delete the Plugin and other copies of the applicable skill files within its reasonable control. Copies maintained solely through routine backup systems may remain until deleted in the ordinary course, but may not be accessed or used. Customer may retain and continue to use Customer Outputs created during the Term, provided such Customer Outputs do not consist of or contain the Plugin, skill files or substantial portions of other underlying ChatWalrus IP.
5. Survival. The following provisions shall survive termination: 1(c) (Restrictions), 2 (Intellectual Property), 3 (Confidentiality), 5 (Disclaimer of Warranties), 6 (Limitation of Liability), 7 (Indemnification), 8(d) (Effect of Termination), 8(e) (Survival), and 10 (General).

9. Third-Party Providers.

1. Customer is responsible for complying with any applicable terms and conditions of any third-party data, products, services, and platforms used by Customer in conjunction with the Services and Content. Customer acknowledges that at Customer’s request, ChatWalrus may send Customer Data to such third-party providers. Customer acknowledges that a Plugin is designed to operate within and interact with third-party artificial intelligence, marketing and other platforms separately obtained and controlled by Customer (“Third-Party Platforms”). ChatWalrus does not provide, resell or control Third-Party Platforms. Customer is responsible for its accounts with, configuration of, permissions for, connections to, data supplied to and compliance with the terms applicable to such Third-Party Platforms. ChatWalrus is not responsible for the availability, security or performance of any Third-Party Platform, or for changes by a Third-Party Platform that affect Plugin functionality or compatibility. Data transmitted directly between Customer and a Third-Party Platform through connections controlled by Customer is governed by Customer’s relationship with that Third-Party Platform. ChatWalrus may modify the Plugin as reasonably necessary to maintain compatibility, security, legal compliance, or functionality in response to changes to a Third-Party Platform. ChatWalrus may suspend affected Plugin functionality if changes to a Third-Party Platform make continued operation of such functionality impracticable or reasonably likely to create a security, legal, or technical risk.

10. General

1. Governing Law and Venue. This Agreement is governed by and construed under the laws of the state of Colorado, without regard to any conflict of law rules or principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction in the state of Colorado.
2. Force Majeure. Neither party is liable for failure to perform its obligations hereunder (except for any payment obligations) to the extent that performance is delayed, prevented, restricted, or interfered with as a result of any causes beyond its reasonable control.
3. Assignment. Neither party may assign this Agreement without the other party’s written consent. Notwithstanding the foregoing, either may assign this Agreement to a surviving entity under a merger or acquisition by providing advance written notice to the non-assigning party.
4. Subcontractors. ChatWalrus may use subcontractors in performance of this Agreement or the Order Form, provided ChatWalrus is responsible and liable for its subcontractors.
5. Publicity. With Customer’s prior consent, not unreasonably withheld, ChatWalrus may use Customer’s name, logo and testimonials on customer lists and otherwise.
6. Independent contractor. The parties are independent contractors.
7. Notices. Notices must be in writing and sent to the contacts in the Order Form, or by email with confirmation. Notices are deemed received on the business day sent by email with confirmation, or the next business day if sent after local business hours.
8. Compliance. Each party will follow export and anti-corruption laws.
9. Injunctive relief. Actual or threatened breach of certain sections of this Agreement (such as, without limitation, provisions on intellectual property and confidentiality) may cause immediate, irreparable harm that is difficult to calculate and cannot be remedied by the payment of damages alone. Either party may seek preliminary and permanent injunctive relief and other equitable relief for any such breach.
10. Mediation First; Jury Waiver. Before filing a lawsuit, the parties will try in good faith to resolve the dispute through a 30-day mediation. Each party waives any right to a jury trial in any dispute related to this Agreement.
11. Waiver. Neither party’s waiver of the breach of any provision constitutes a waiver of that provision in any other instance.
12. Modification. ChatWalrus may update this Agreement from time to time by posting a revised version on its website and updating the “Last Updated” date. Unless otherwise agreed by the parties, an updated version will apply to Customer upon Customer’s execution or renewal of an Order Form that references the updated Agreement and will not modify an Order Form then in effect. Notwithstanding the foregoing, ChatWalrus may make changes during an applicable Term that are reasonably necessary to comply with applicable law or address a material security risk, provided that such changes do not materially reduce Customer’s rights or ChatWalrus’s obligations under the applicable Order Form.
13. Entire Agreement; Order of Precedence; Severability. This Agreement and the Order Form are the entire agreement between the parties for the products and services set forth herein, and they supersede and replace all prior and contemporaneous negotiations, agreements, representations and discussions regarding this subject matter. If there is a conflict between this Agreement and an Order Form or product-specific terms, this Agreement controls unless the applicable Order Form or product-specific terms expressly state that they control over this Agreement with respect to such conflict, in which case the Order Form or product-specific terms will control solely with respect to the applicable products or services. If any term of this Agreement is held invalid or unenforceable for any reason, the remainder of the term and this Agreement will continue in full force and effect.

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