Terms of Service
DreamLever AI Platform Terms of Service
Last Modified: February 9, 2026
These DreamLever AI Platform Terms of Service (this “Agreement”) are a binding contract between you or the entity you represent (“Customer,” “you,” or “your”) and MILESAI INC. (“Provider,” “we,” or “us”). This Agreement governs your access to and use of the Services. Services provided under this Agreement are for business or commercial, and not personal or consumer, use.
THIS AGREEMENT TAKES EFFECT AT THE EARLIEST OF WHEN YOU CLICK “I ACCEPT” (INCLUDING WHEN ENABLING INTEGRATIONS WITH THIRD‑PARTY TOOLS IN YOUR ACCOUNT SETTINGS), EXECUTE AN ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, OR ACCESS OR USE THE SERVICES (the “Effective Date”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, EXECUTING AN ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, OR ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT ON YOUR BEHALF OR ON BEHALF OF THE ENTITY YOU REPRESENT IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY AND AGREE THAT YOU OR SUCH ENTITY, AS APPLICABLE, ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE “I DECLINE” BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
Definitions.
“AI Customer Input” means information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Customer or any Authorized User through the Services.
“AI Customer Output” means information, data, materials, text, images, code, works, or other content generated by or otherwise output from the Services (including any AI Feature) in response to an AI Customer Input.
“AI Feature” means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology.
“AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating content or taking actions (including text, images, video, audio, computer code, recommendations, or task executions) based on user‑supplied prompts, other inputs, or autonomous or system‑initiated processes.
“API” means any application programming interface Provider makes available in connection with the Services reflected in the Customer’s order.
“Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer under this Agreement and (ii) for whom access to the Services has been purchased hereunder.
“Customer Data” means AI Customer Input and any other information, data, or content, in any form or medium, that is submitted, entered, posted, uploaded, or otherwise transmitted by or on behalf of Customer or any Authorized User through the Services, and any outputs based on or derived from the foregoing, including AI Customer Output. Customer Data does not include Aggregated Statistics.
“Documentation” means Provider’s user manuals, handbooks, model cards, and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form.
“Order” means an ordering document or online order entered into between you and us that references this Agreement and describes the Services you are subscribing to.
“Personal Information” means information that: (a) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual (including, without limitation, employee identification numbers, government‑issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, an individual’s internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual’s commercial, employment, or education history, and other personal characteristics and identifiers). Purely business contact information of Customer’s personnel (such as name, business email address, and business telephone number used solely in a business‑to‑business context) is not by itself deemed to be Personal Information for purposes of this Agreement.
“Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works, process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.
“Provider IP” means the Services, the Documentation, and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, models, algorithms, or other content derived from Provider’s monitoring, analysis, or Processing of Customer’s access to or use of the Services, but does not include Customer Data. Provider IP includes all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of the Services.
“Services” means the services provided by Provider under this Agreement that are detailed on Provider’s website available at https://www.dreamlever.ai/ and/or reflected in the Order.
“Third-Party Products” means any products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the Services, including any third‑party API, AI Technology and integrations with third‑party platforms.
“Training Data” means any and all information, data, materials, text, prompts, images, code, and other content that is used by or on behalf of Provider to tune, train, validate, test, retrain, or improve how the Services operate, route, or construct prompts and responses, including for quality, performance, and security. Training Data does not include Customer Data, except to the extent Customer expressly agrees in an Order or separate written agreement that specified Customer Data may be used for model training or similar purposes.
Orders and Conflicts. Each Order (including online checkout plans and offline order forms) is subject to this Agreement. In the event of a conflict between an Order and this Agreement, the Order will control with respect to commercial details (including price, term, number of seats, and subscription plan), and this Agreement will control with respect to all other terms.
Relationship to Website Terms of Use. Provider’s separate Website Terms of Use apply to general browsing and use of Provider’s marketing website. This Agreement governs all access to and use of the paid Services and all related accounts. To the extent of any conflict between this Agreement and the Website Terms of Use, this Agreement supersedes and controls with respect to the Services, except that any binding arbitration and class action waiver provision in the Website Terms of Use is hereby incorporated into this Agreement by reference and will govern the resolution of any dispute arising out of or relating to the Services or this Agreement.
Access and Use.
Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for your internal business operations by Authorized Users under these terms and conditions. Provider shall provide you the necessary passwords and access credentials to allow you access to the Services.
Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.
Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users or third parties to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, or duplicate the Services, reproduce Training Data, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the Services, in whole or in part; (iv) access or use the Services or any AI Customer Output to develop, train, or improve any other AI Technology and/or a competing or similar product or service; (v) use web scraping, web harvesting, web data extraction or any other method to extract data from the Services or any AI Customer Output; (vi) remove any proprietary notices from the Services or Documentation; (vii) use the Services to create or generate AI Customer Output, or use AI Customer Output in a manner, that you know or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; or (viii) submit, enter, post, or otherwise transmit or Process any Personal Information through the Services except as expressly permitted under this Agreement and the Privacy Policy, or any Personal Information that Customer does not have all necessary rights, permissions, and consents to provide.
Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You agree that Provider may use and make publicly available Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP or Third-Party Products.
Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any other Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP, to Provider, or to any other customer or vendor of Provider; (C) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Provider’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; or (F) Customer is using the Services in material violation of Section 3(c) or the AUP; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third‑party services or products required to enable Customer to access and use the Services (any such suspension described in subclause (i) or (ii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
Customer Responsibilities.
Acceptable Use Policy; Provider Policies. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set out in Provider’s acceptable use policy (“AUP”) posted on https://www.dreamlever.ai/AUP, as may be amended from time to time, which is hereby incorporated herein by reference. You shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, requirements, and policies that may be posted on https://www.dreamlever.ai/AUPfrom time to time, which are hereby incorporated herein by reference, including the AUP. Customer is solely responsible for its compliance with applicable law and internal policies, including workplace monitoring and privacy policies.
Rights, Consents, and Permissions. You are solely responsible for all Customer Data and for ensuring that you (and your Authorized Users) have obtained all rights, permissions, and consents necessary to submit, enter, upload, or otherwise make available Customer Data to the Services and to permit its Processing by Provider as contemplated in this Agreement. You represent and warrant that your provision of Customer Data, and our Processing of Customer Data in accordance with this Agreement, will not violate any law or infringe, misappropriate, or otherwise violate any rights of any third party.
Employers and Workforce Data. If you are an employer or other organization using the Services for or with your employees, contractors, or other personnel, you are solely responsible for (i) determining how the Services will be used within your organization; (ii) providing any legally required notices to, and obtaining any legally required consents from, those individuals regarding the collection, monitoring, recording, or analysis of their activities and communications through the Services or connected Third‑Party Products; and (iii) ensuring that your use of the Services, including any use of insights, metrics, or other outputs for hiring, promotion, discipline, compensation, or other employment‑related decisions, complies with all applicable labor, employment, privacy, anti‑discrimination, and similar laws.
Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use best efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.
Use of AI Customer Output. You are solely responsible for (i) evaluating (including by human review) AI Customer Output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on the AI Customer Output and (ii) your decisions, actions, and omissions in reliance on or based on the AI Customer Output.
Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify us about any unauthorized access to your passwords or access credentials.
Third‑Party Products. The Services may permit access to Third‑Party Products. For purposes of this Agreement, these Third‑Party Products are subject to their own terms and conditions which may be presented to you for acceptance by website link or otherwise. The Services may also include or incorporate Third‑Party Products licensed or provided by third parties that require us to pass through additional terms to you. You shall comply with all such applicable pass‑through terms as made available through the Documentation, or otherwise, as such terms may be updated, modified, or added from time to time. We may add or remove Third‑Party Products from time to time. If you do not agree to abide by the applicable terms for any Third‑Party Products, then you should not install, access, or use these Third‑Party Products or any Services that include or incorporate these Third‑Party Products. For certain AI‑related functionality, the Services may rely on third‑party AI infrastructure providers. Provider configures such providers in enterprise or zero‑retention modes so that, as between Provider and such providers, Customer Data is not retained or used by those providers to train or improve their own foundation models or independent products or services.
No Consumer Reporting. The parties acknowledge that Provider does not intend to (and will not) operate as a “consumer reporting agency” or provide “consumer reports” or “investigative consumer reports” as those terms are used in the U.S. Fair Credit Reporting Act or similar laws. Provider does not assemble or furnish reports on individuals for the purpose of making decisions about credit, insurance, housing, or employment for third parties. Customer is solely responsible for determining whether and how to use the Services and any AI Customer Output in a manner that complies with the FCRA and analogous laws.
Service Levels and Support. Provider does not guarantee any specific service levels or uptime commitments under this Agreement unless expressly set out in an Order or a separate service level agreement signed by the parties. Provider will use commercially reasonable efforts to provide technical support for the Services during its normal business hours through the support channels described on Provider’s website or in the applicable Order. Any enhanced or premium support, or any specific support response or resolution times, will only apply if expressly stated in an Order or separate written agreement between the parties.
Fees and Payment. Customer shall pay Provider the fees as described on the Order (“Fees”) in accordance with the payment terms set forth in that Order, or, if no payment terms are specified in the Order, within thirty (30) days from the invoice date, in each case without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if the failure continues for thirty (30) days or more, Provider may suspend, under Section 3(f), Customer’s and all other Authorized Users’ access to any portion or all of the Services until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.
Confidential Information. From time to time during the Term, Provider and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information in written or electronic form or media, that is marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Without limiting the foregoing, Provider IP is Provider’s Confidential Information and Customer Data is Customer’s Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure regarding Confidential Information are effective as of the date the Confidential Information is first disclosed to the receiving party and will expire five (5) years thereafter; provided, however, for any Confidential Information that constitutes a trade secret (as determined under applicable law), those obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as the Confidential Information remains subject to trade secret protection under applicable law.
Privacy Policy. Provider complies with its privacy policy, as updated from time to time, available at https://www.dreamlever.ai/privacy-policy (“Privacy Policy”), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy. If required by applicable data protection law, the parties will enter into a separate data processing agreement or addendum, which will form part of this Agreement.
Intellectual Property Ownership; Feedback.
Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, for Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. Provider hereby grants you a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Provider IP solely to the extent incorporated into and necessary for you to use and otherwise exploit the AI Customer Output solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein.
Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data, except as set out in Section 9(a) with respect to Provider IP and Third-Party Products incorporated into AI Customer Output and subject to the license granted herein. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to (i) reproduce, distribute, and otherwise use and display the Customer Data and Process the Customer Data as may be necessary for Provider to provide the Services to Customer and (ii) use, modify, and adapt AI Customer Input and AI Customer Output to train, develop, adapt, modify, enhance, or improve the Services and other products or services. Notwithstanding anything in this Agreement to the contrary, unless prohibited by applicable law, we may delete Customer Data at any time if we determine that Customer Data violates the terms of this Agreement or that deletion is necessary to comply with applicable law.
Feedback. If you or any other Authorized User sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use that Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your Authorized Users to assign to us, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are have no obligation to acknowledge receipt of or use any Feedback.
Limited Warranty and Warranty Disclaimer.
Limited Provider Warranty. Provider warrants that the Services will conform in all material respects to the Documentation when accessed and used by Customer in accordance with this Agreement. Your sole remedy and Provider’s sole liability for breach of the foregoing warranty is for Provider to use reasonable efforts to correct the Services to conform to the Documentation. Provider does not make any representations or guarantees regarding uptime or availability of the Services. The foregoing warranty is Provider’s only warranty with respect to the Services. THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
Customer Warranty. You represent, warrant, and covenant that: (i) you have obtained and will maintain all rights, permissions, and lawful bases (including any required notices and consents) necessary for your use of the Services and for Provider’s Processing of any Customer Data, including Personal Information, that you or your Authorized Users submit to or store in the Services, and that, as received by Provider and Processed in accordance with this Agreement, such Customer Data and your use and submission of it do not and will not infringe, misappropriate, or otherwise violate any intellectual property, privacy, or other rights of any third party or violate any applicable law (including data protection and privacy laws); (ii) you will not submit, and will not permit any Authorized User to submit, any data categories that the Services are not designed to handle or that are identified by Provider as prohibited or high‑risk (including, without limitation, government‑issued identifiers, financial account or payment card information, protected health information, children’s personal data subject to heightened protections, and any other categories described as prohibited in the Documentation or Privacy Policy); and (iii) Provider has no obligation and assumes no responsibility or liability for any such prohibited or high‑risk data submitted in breach of the foregoing.
Employers and Workforce Data. If you are an employer or other organization using the Services for or with your employees, contractors, or other personnel, you are solely responsible for (i) determining how the Services will be used within your organization; (ii) providing any legally required notices to, and obtaining any legally required consents from, those individuals regarding the collection, monitoring, recording, or analysis of their activities and communications through the Services or connected Third‑Party Products; and (iii) ensuring that your use of the Services, including any use of insights, metrics, or other outputs for hiring, promotion, discipline, compensation, termination, or any other employment‑related decisions, complies with all applicable labor, employment, privacy, anti‑discrimination, and similar laws and with your own internal policies. Customer further represents and warrants that it will not use the Services or any AI Customer Output to make or support any employment‑related decision in a manner that violates applicable law or its own internal policies.
Provider does not provide legal, accounting, or human resources advice, and the Services and any AI Customer Output are not a substitute for professional judgment or independent verification
EXCEPT FOR THE LIMITED WARRANTY SET OUT IN SECTION 10(a), THE SERVICES AND AI CUSTOMER OUTPUT ARE PROVIDED “AS IS” AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING ANY AI OUTPUTS, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE SERVICES AND AI TECHNOLOGY, AI CUSTOMER OUTPUT (I) MAY BE INACCURATE, MISLEADING, BIASED, OR OFFENSIVE, (II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATE FOR OTHER CUSTOMERS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION, (IV) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES, AND (V) DO NOT NECESSARILY REFLECT, AND MAY BE INCONSISTENT WITH, PROVIDER’S AND THIRD-PARTY PROVIDERS’ VIEWS.
Indemnification.
Provider Indemnification.
Provider shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”), incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or Customer’s or any Authorized User’s use thereof in accordance with this Agreement and applicable law, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets, subject to the limitations of liability set out in Section 12, and provided that Customer promptly notifies Provider in writing of the Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.
If such a Third-Party Claim is made or Provider anticipates such a Third-Party Claim will be made, Customer agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
This Section 11(a) will not apply to the extent that any such Third-Party Claim arises from (A) Customer’s or any Authorized User’s use of the Services, AI Customer Output, or Training Data in combination with any products, services, or software not provided by Provider; (B) modifications to the Services, AI Customer Output, or Training Data other than by Provider; (C) AI Customer Input or other Customer Data other than AI Customer Output; (D) Third-Party Products accessible through but not incorporated into the Services (including to the extent allegedly infringing AI Customer Output derives from content from a Third-Party Product); (E) Customer’s disablement or circumvention of any applicable source citation, filtering, or safety tools or functions of the AI Features or Services; (F) Customer’s violation of this Agreement, the AUP, or applicable laws; or (G) trademark violations resulting from Customer’s use of the AI Customer Output in trade or commerce.
Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the AI Customer Input or other Customer Data other than AI Customer Output, or Processing or any other use thereof in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property or other proprietary rights; or (ii) based on Customer’s or any Authorized User’s negligence or willful misconduct or use of the Services in violation of this Agreement or applicable laws; provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Sole Remedy. THIS SECTION 11 SETS OUT CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR AI CUSTOMER OUTPUT INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER’S LIABILITY UNDER THIS SECTION 11 EXCEED THE AMOUNTS PAID TO PROVIDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO THE CLAIM.
Limitations of Liability. EXCEPT AS PROHIBITED BY LAW OR OTHERWISE PROVIDED IN THIS SECTION 12, IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS PROHIBITED BY LAW OR OTHERWISE PROVIDED IN THIS SECTION 12, IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Term and Termination.
Term. The term of this Agreement begins on the Effective Date and continues for the initial term set forth in the applicable Order (the “Initial Term”), unless terminated earlier in accordance with this Agreement or the Order. Unless otherwise stated in the Order, the Services will automatically renew for successive renewal terms of one (1) year each (each, a “Renewal Term,” and together with the Initial Term, the “Term”) unless either party provides written notice of its intent not to renew at least thirty (30) days before the end of the then‑current Term.
Termination. In addition to any other express termination right set out in this Agreement:
Provider may terminate this Agreement for any reason upon thirty (30) days’ advance notice.
Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach.
Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Effect of Expiration or Termination Upon expiration or termination of this Agreement for any reason, Customer shall immediately discontinue all use of the Services and Provider IP and shall cause all Authorized Users to do the same. No expiration or termination of this Agreement will affect Customer’s obligation to pay all Fees that became due before such expiration or termination, or entitle Customer to any refund, credit, or relief from payment obligations, except as expressly set out in the applicable Order. Within thirty (30) days following expiration or termination of this Agreement, Provider may permanently delete Customer Data from the Services and systems Provider controls, unless a longer retention period is required by applicable law or expressly agreed in an Order or data processing agreement. Customer is solely responsible for exporting or otherwise securing any Customer Data it wishes to retain before that deletion period expires. Notwithstanding the foregoing, Provider will have no obligation to delete, destroy, or disable: (i) Aggregated Statistics; or (ii) any models, algorithms, enhancements, improvements, or other Provider IP that incorporate or are derived from Customer Data, provided that such Provider IP does not disclose Customer’s identity or Customer’s Confidential Information.
Survival. This Section 13(d) Sections 6, 7,8, 9, 10, 11, 12, 17, 18, and 19, and any right, obligation, or required performance of the parties in this Agreement which, by its terms or nature and context is intended to survive termination or expiration of this Agreement, will survive termination or expiration.
Changes to the Services. Provider may from time to time make updates or changes to the Services, including by adding, modifying, or removing features or functionality. Provider will not materially reduce the core functionality of the Services purchased under an active Order during the applicable Term without notifying Customer, unless required by law or to address a security, safety, or legal risk. Customer’s continued use of the Services after any such update or change constitutes its acceptance of the Services as so updated or changed.
Beta Features and Trial Services.
From time to time, Provider may make available to Customer certain features, functionalities, tools, or services that are identified as beta, pilot, limited release, early access, evaluation, labs, or similar designations (“Beta Features”). Beta Features may be provided separately from, or as part of, the Services.
Beta Features are made available for evaluation and testing purposes only, may be made available or discontinued at any time in Provider’s sole discretion, and are not promised or guaranteed to be released as generally available features or services. Provider may change, suspend, or discontinue any Beta Feature, or any part thereof, at any time without notice.
Notwithstanding anything to the contrary in this Agreement, Beta Features are provided “AS IS,” “AS AVAILABLE,” and without any warranties or commitments of any kind, whether express, implied, statutory, or otherwise, including any warranties of performance, availability, accuracy, or fitness for a particular purpose. Provider has no obligation to provide support, maintenance, updates, security fixes, or service level commitments for Beta Features, unless expressly stated in writing.
To the maximum extent permitted by law, Provider’s aggregate liability arising out of or related to any Beta Features will be limited to one hundred dollars (US $100) in the aggregate and will otherwise be subject to all limitations and exclusions of liability set out in this Agreement, including any general liability caps. Customer’s use of any Beta Features is entirely at Customer’s own risk.
Customer shall use Beta Features only for its internal evaluation and shall not rely on any Beta Feature (or any output from a Beta Feature) as the sole basis for decisions that create legal or similarly significant effects, including employment‑related decisions. Provider may request feedback about Beta Features, and Provider may use such feedback without restriction in accordance with the Feedback provisions of this Agreement.
Modifications. We may modify this Agreement from time to time. Unless a different effective date is stated in the notice, any modifications will take effect on the date we post the updated Agreement at https://www.dreamlever.ai/ or otherwise make it available through the Services. We will provide notice of material modifications by posting a notice within the Services and/or sending you an email using the contact information associated with your account. It is your responsibility to review the updated Agreement. Your continued access to or use of the Services after the effective date of any modifications constitutes your acceptance of the modified Agreement. If you do not agree to the modified Agreement, you must stop using the Services. Modifications will not retroactively change pricing or other commercial terms in an existing Order during its then‑current Term, but will apply to any renewal Term and any new Orders.
Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.
Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than the State of New York. Subject to any mandatory arbitration provisions that apply to disputes relating to the Services, any legal suit, action, or proceeding arising out of or related to this Agreement that is not required to be resolved by arbitration will be instituted exclusively in the state courts located in the County of New York, New York, or, if federal jurisdiction exists, in the federal courts of the Southern District of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Miscellaneous. This Agreement, including the Order(s), Privacy Policy, and AUP, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the body of this Agreement and the Order, the body of this Agreement controls unless the parties expressly indicate in the Order an intent to deviate from the terms of this Agreement. Any notices to us must be sent to legal@dreamlever.ai or our corporate headquarters address available at https://www.dreamlever.ai/ and must be delivered either in person, by email, certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.