Terms Of Service

Subject to Client’s compliance with the Agreement and payment of all applicable fees, Gyrus grants Client during the applicable Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right to permit its Authorized Users to access and use the applicable Software solely for Client’s authorized business, training, learning, workforce-development, or related purposes.

Client is responsible for:

• determining which individuals are Authorized Users;
• maintaining appropriate administrative and user access controls;
• maintaining the confidentiality of account credentials;
• activities occurring through Client’s accounts;
• promptly disabling access for individuals who are no longer authorized; and
• promptly notifying Gyrus of known or suspected unauthorized access to Client’s account.

Client is responsible for the acts and omissions of its Authorized Users in connection with the Software.

The Software subscription or license includes only those Environments expressly identified in the applicable Order.

Unless expressly stated otherwise in an Order, purchase of a Production Environment does not include a Development, Test, Validation, Quality Assurance, Sandbox, Staging, Disaster Recovery, or other additional Environment.

Each additional Environment may be subject to separate:

• software licensing or subscription fees;
• hosting fees;
• implementation fees;
• maintenance fees;
• Support Services fees; and/or
• other applicable charges.

Payment for one Environment does not constitute payment for another Environment.

Provisioning, configuring, permitting temporary access to, or allowing Client to use an Environment before payment is received does not:

• waive any applicable fee;
• make the Environment complimentary;
• modify the applicable Order;
• create a perpetual right to use the Environment; or
• require Gyrus to continue providing Services or Support Services related to that Environment.

If Client continues to use an Environment for which applicable fees remain unpaid, Client remains responsible for those fees.

Client shall pay all fees specified in the applicable Order or otherwise properly invoiced under the Agreement.

Unless an Order expressly states otherwise:

• fees are based on the Software, Services, Environments, users, capacity, subscriptions, or other entitlements purchased rather than actual usage;
• payment obligations are non-cancelable;
• amounts paid are non-refundable except where expressly stated in the Agreement;
• Client shall pay invoices according to the payment terms specified in the applicable Order or invoice; and
• Client’s payment obligations are not contingent upon delivery of future features, functionality, enhancements, integrations, releases, or other future commitments unless expressly stated in an executed Order.

Payment for one Subscription, Order, Environment, Service, invoice, project, or engagement does not constitute payment for another Subscription, Order, Environment, Service, invoice, project, or engagement.

4.1 Invoice Disputes

Client shall notify Gyrus in writing of any good-faith invoice dispute within thirty (30) days after the applicable invoice date, identifying the disputed amount and the basis of the dispute in reasonable detail. Client shall timely pay all undisputed amounts. The parties will work in good faith to resolve properly raised invoice disputes. Client may not withhold payment of unrelated or undisputed amounts because another amount is disputed.

4.2 Collection Costs

To the extent permitted by applicable law, Client will reimburse Gyrus for reasonable costs of collecting undisputed past-due amounts, including reasonable attorneys’ fees and collection expenses, where such amounts remain unpaid after appropriate notice.

4.3 Taxes

Fees do not include taxes, levies, duties, or governmental assessments. Client is responsible for all applicable sales, use, value-added, withholding, or similar taxes associated with its purchases, excluding taxes based on Gyrus’s net income. If Gyrus is legally required to collect or remit taxes for which Client is responsible, Gyrus may invoice Client for those amounts unless Client provides a valid tax-exemption certificate acceptable to the applicable authority.

The Software, Services, Environments, Subscription Term, quantities, functionality, fees, and other commercial terms purchased by Client will be specified in the applicable Order.

Any additional Environment, integration, customization, development, implementation work, data migration, consulting, training, configuration, validation assistance, Professional Service, software module, or other item outside the original scope may require an additional Order, statement of work, change order, or additional fees.

Gyrus is not obligated to begin additional paid work or continue work beyond the purchased scope until appropriate commercial authorization has been completed.

Each Subscription begins and continues for the Subscription Term stated in the applicable Order.

Renewal terms, notice periods, renewal pricing, and any automatic-renewal provisions will be governed by the applicable Order.

Expiration or termination of one Order does not automatically terminate another Order unless expressly stated.

Client remains responsible for all committed fees through the end of the applicable Subscription Term except where the Agreement expressly permits earlier termination without such payment.

7.1 Account Standing

Client’s timely payment of all undisputed amounts owed to Gyrus is a condition of Gyrus’s continuing obligation to provide Support Services and other Services. For purposes of Support Services, Client’s commercial relationship with Gyrus will be considered on an account-wide basis and not solely on an invoice-by-invoice, Environment-by-Environment, or Order-by-Order basis.

7.2 Past-Due Amounts

If any undisputed amount owed by Client to Gyrus becomes past due, Gyrus may provide written notice of the delinquency and may suspend Support Services and other Services until the outstanding balance is paid or otherwise resolved in writing to Gyrus’s reasonable satisfaction.

7.3 Account-Wide Suspension of Support

This right applies regardless of whether the past-due amount relates to:

• a Production Environment;
• a Development, Test, Validation, Sandbox, Staging, or other Environment;
• hosting;
• Professional Services;
• implementation;
• custom development;
• an integration;
• a Subscription;
• another Order or statement of work; or
• any other properly invoiced Service.

Payment for one Environment, Order, Subscription, or Service does not require Gyrus to continue providing Support Services while other undisputed amounts owed by Client remain past due.

7.4 Services That May Be Suspended

During a suspension for nonpayment, Gyrus may suspend or defer:

• technical support and help-desk services;
• troubleshooting;
• maintenance;
• configuration assistance;
• upgrade and release assistance;
• patches or updates where separately provided as part of Support Services;
• Professional Services;
• implementation;
• migration;
• training;
• consulting;
• development work;
• integration work;
• new enhancement requests;
• project deliverables; and/or
• other Services.

7.5 Hosted-Service Access

Where permitted by the Agreement and applicable law, Gyrus may suspend access to Hosted Services if:

• amounts applicable to the Hosted Services remain unpaid;
• a material delinquency remains unresolved after applicable notice;
• Client materially breaches the Agreement;
• continued access creates a material security, legal, operational, or financial risk; or
• suspension is otherwise authorized under the Agreement.

Suspension of Support Services does not necessarily require Gyrus to deactivate an otherwise fully paid Production Environment solely because another invoice is delinquent.

7.6 Self-Hosted Software and Electronic Self-Help

Suspension of Support Services for Self-Hosted Software does not itself authorize Gyrus to remotely access, disable, impair, or remove Self-Hosted Software installed within Client’s environment.

Gyrus will not use electronic self-help to disable or impair Self-Hosted Software except where:

• such action is expressly authorized by the Agreement or a separately accepted provision;
• Client has provided any separate manifestation of assent required by applicable law;
• all notices required by applicable law have been provided; and
• such action is otherwise permitted by applicable law.

Nothing in the Agreement authorizes electronic self-help where prohibited by applicable law.

Gyrus retains all other contractual and legal remedies for nonpayment or breach, including suspension of Support Services, refusal to provide updates or additional Services, termination, and judicial remedies.

7.7 Effect of Suspension

Suspension does not:

• relieve Client of payment obligations;
• waive amounts owed;
• extend the Subscription Term;
• constitute a breach by Gyrus where suspension is permitted under the Agreement;
• make Gyrus responsible for delays resulting from the suspension; or
• waive any additional rights or remedies available to Gyrus.

7.8 Restoration

Gyrus may restore suspended Support Services or other Services after all undisputed past-due amounts have been paid or the payment issue has otherwise been resolved in writing.

Gyrus may reasonably require time to restore suspended Services and is not responsible for service levels affected by Client’s period of suspension.

Subject to Client maintaining its account in good financial standing and otherwise complying with the Agreement, Gyrus will provide Support Services in accordance with the applicable Order and then-current Gyrus Support Policy or Service Level Agreement.

Gyrus is not obligated to provide Support Services while any undisputed amount owed by Client to Gyrus remains past due.

Unless expressly included in an Order, Support Services do not include:

• custom development;
• implementation or configuration work;
• data migration;
• consulting;
• training;
• third-party applications;
• Client-controlled infrastructure;
• unsupported versions or configurations;
• additional Environments not covered by the applicable commercial arrangement; or
• issues caused by Client modifications, third-party systems, external infrastructure, or use contrary to Documentation.

Gyrus is not responsible for errors, failures, or other problems originating from hardware, software, networks, systems, or services not supplied or controlled by Gyrus.

For Hosted Services, Gyrus will make the applicable Software available during the applicable Subscription Term, subject to the Agreement and applicable Service Level Agreement.

Gyrus will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of Client Data.

Specific availability commitments, service levels, recovery objectives, hosting locations, backup commitments, security standards, certifications, or regulatory requirements apply only where stated in the applicable Order, Service Level Agreement, Data Processing Addendum, security addendum, or other executed agreement.

Service-level commitments applying to Hosted Services do not apply to Self-Hosted Software unless expressly stated in an Order.

10.1 License Grant

Where an Order identifies the Software as Self-Hosted Software, Gyrus grants Client, during the applicable license or Subscription Term and subject to the Agreement and payment of all applicable fees, a limited, non-exclusive, non-transferable, non-sublicensable right to install and operate the Self-Hosted Software solely within the Client Environment and solely for Client’s authorized internal business purposes.

The permitted number of installations, Environments, servers, instances, users, locations, or other usage limitations will be specified in the applicable Order.

Unless expressly authorized in an Order, Client may not:

• install or operate more instances or Environments than purchased;
• provide the Self-Hosted Software as a hosted or managed service for unauthorized third parties;
• sublicense, rent, lease, distribute, or commercially make the Software available to unauthorized third parties;
• copy the Software except for reasonable backup, disaster-recovery, and archival purposes;
• remove or alter proprietary notices; or
• use the Software outside the scope of the applicable Order.

10.2 Client Environment

“Client Environment” means infrastructure owned, leased, operated, or otherwise controlled by Client or by a hosting provider selected by Client, including private cloud, government cloud, data center, virtualized, isolated, or air-gapped environments. Client is responsible for obtaining, configuring, operating, securing, monitoring, maintaining, and supporting the Client Environment unless otherwise expressly stated in an Order.

Client responsibilities include, as applicable:

10.3 System Requirements

Client shall maintain the Client Environment in accordance with Gyrus’s then-current supported system requirements, technical specifications, deployment documentation, and supported-configuration information.

Gyrus may update supported system requirements from time to time as reasonably necessary to address security, third-party lifecycle changes, product evolution, or technical compatibility.

Client is responsible for upgrading or modifying the Client Environment as necessary to remain within supported configurations.

Gyrus is not responsible for issues caused by environments that do not meet supported system requirements.

10.4 Installation and Deployment

Unless expressly included in an Order, Client is responsible for providing the infrastructure and access reasonably necessary for installation and deployment.

Where Gyrus performs installation or deployment services, such services constitute Professional Services and may be subject to separate fees.

Client shall provide timely access, technical personnel, credentials, network connectivity, documentation, approvals, and other dependencies reasonably required for installation and troubleshooting.

Gyrus is not responsible for delays caused by Client’s failure to provide required infrastructure, access, approvals, or dependencies.

10.5 No Hosted-Service Uptime Commitment

Service-availability and uptime commitments applicable to Gyrus-hosted Software do not apply to Self-Hosted Software operating within the Client Environment.

Gyrus does not warrant or guarantee uptime, availability, network performance, infrastructure performance, backup availability, disaster-recovery performance, or business continuity for the Client Environment.

Any Service Level Agreement applicable to Hosted Services applies to Self-Hosted Software only if expressly stated in the applicable Order.

10.6 Client Responsibility for Security

Client is responsible for security of the Client Environment and for implementing appropriate administrative, technical, and physical controls to protect the Self-Hosted Software, Client Data, Client Content, credentials, databases, servers, network infrastructure, and connected third-party systems.

Client is responsible for access controls, firewall configuration, operating-system security, database security, endpoint protection, vulnerability management, infrastructure patching, security monitoring, incident response, and physical security within the Client Environment.

Gyrus is responsible only for security matters involving the Gyrus Software itself to the extent provided by the Agreement.

10.7 Security Incidents in Client Environment

Client is responsible for investigating and responding to security incidents originating in or affecting the Client Environment. Client shall notify Gyrus promptly if Client reasonably believes a security incident affecting the Client Environment has compromised or may compromise the integrity of the Gyrus Software or Gyrus Confidential Information.

Gyrus will reasonably cooperate with Client in investigating issues involving the Gyrus Software, subject to applicable Support Services and Professional Services terms.

Gyrus is not responsible for security incidents caused by Client-controlled infrastructure, Client configuration, Client credentials, third-party software, unpatched operating systems or databases, unauthorized modifications, unsupported configurations, or other systems outside Gyrus’s reasonable control.

10.8 Backup, Disaster Recovery and Business Continuity

Client is solely responsible for establishing, testing, maintaining, and monitoring backup, disaster-recovery, and business-continuity procedures for Self-Hosted Software and Client Data unless otherwise expressly stated in an Order.

Client should maintain backups appropriate to Client’s operational, legal, regulatory, and business requirements.

Gyrus is not responsible for loss of Client Data resulting from Client’s failure to maintain adequate backups or disaster-recovery processes.

10.9 Maintenance and Support

Support Services for Self-Hosted Software are available only while:

• (a) Client maintains an active and paid Support Services or maintenance entitlement;
• (b) Client’s account remains in good financial standing;
• (c) the affected Software version remains supported by Gyrus; and
• (d) the Client Environment meets applicable supported system requirements.

Gyrus may require Client to upgrade to a supported Software version before providing further troubleshooting, fixes, patches, or other Support Services.

Support Services do not include remediation of problems caused by Client-controlled infrastructure, unsupported software, unauthorized modifications, or third-party systems.

Where Gyrus assists with such issues at Client’s request, Gyrus may treat the work as billable Professional Services.

10.10 Updates, Patches and Upgrades

Gyrus may make updates, fixes, patches, security updates, maintenance releases, or new versions available to Clients with an applicable active maintenance or Support Services entitlement.

Client is responsible for installing or permitting installation of applicable updates in the Client Environment unless installation services are included in an Order.

Gyrus may require certain security or compatibility updates as a condition of continued Support Services.

Gyrus is not responsible for vulnerabilities, defects, incompatibilities, or failures caused by Client’s failure to install applicable updates within a reasonable period.

Major upgrades, migration services, Environment changes, or Professional Services associated with upgrades may be subject to additional fees unless expressly included in an Order.

10.11 Supported Versions

Gyrus may establish and update a Software version-support lifecycle.

Gyrus may discontinue Support Services for older Software versions after reasonable notice.

Client is responsible for planning and performing upgrades necessary to remain on a supported version.

Continued operation of an unsupported version is at Client’s risk and does not require Gyrus to provide fixes, patches, security updates, compatibility updates, or troubleshooting for that version.

10.12 Third-Party Components

Self-Hosted Software may require or interoperate with third-party products, including operating systems, databases, web servers, identity providers, virtualization platforms, or other software.

Unless expressly included in an Order, Client is responsible for obtaining and maintaining all required licenses, subscriptions, support agreements, and other rights for such third-party products.

Gyrus is not responsible for changes, defects, discontinuation, end-of-life status, licensing requirements, security vulnerabilities, or support limitations of third-party products.

10.13 Client Modifications

Client shall not modify, alter, or permit unauthorized modification of the Self-Hosted Software except where expressly authorized by Gyrus.

Gyrus is not responsible for defects, failures, security issues, incompatibilities, or performance problems resulting from unauthorized modifications.

Gyrus may require removal of unauthorized modifications before providing Support Services.

10.14 Remote Access for Support

Where reasonably necessary to provide Support Services, Client may be required to provide Gyrus with secure remote access to the Client Environment or other diagnostic information.

Client controls whether such access is provided and is responsible for ensuring that remote access complies with Client’s security policies.

Where remote access is not permitted, including within isolated, air-gapped, classified, restricted, or highly secure environments, the parties will use commercially reasonable alternative support procedures.

Limitations on Gyrus’s ability to access the Client Environment may affect troubleshooting scope, response times, and resolution times.

10.15 Air-Gapped and Restricted Environments

Where Self-Hosted Software is deployed within an air-gapped, disconnected, restricted, classified, or otherwise isolated environment, Client is responsible for procedures required to transfer approved software updates, patches, license files, diagnostic files, or other materials into and out of such environment.

Gyrus does not warrant that cloud-dependent, third-party, AI-enabled, or internet-dependent functionality will operate within an air-gapped or disconnected environment unless expressly identified as supported in the applicable Order.

10.16 AI Features in Self-Hosted Environments

AI Features that rely on external AI providers require network connectivity to the applicable third-party AI service unless Gyrus expressly provides an alternative deployment architecture.

If Client enables such AI Features within a Self-Hosted Environment, Client is responsible for permitting required outbound connectivity and determining whether transmission of applicable Client Content to the external AI provider is permitted under Client’s security, regulatory, confidentiality, export-control, or internal-policy requirements.

Where Client prohibits external processing, AI Features requiring such external processing may be unavailable.

10.17 License Verification

Gyrus may use commercially reasonable license keys, license files, activation mechanisms, instance identifiers, or other technical measures to verify that Self-Hosted Software is being used within the scope purchased under the applicable Order.

Any such mechanism will be designed to verify license entitlement and will not intentionally collect Client Content.

For disconnected or air-gapped environments, Gyrus may provide an offline license-validation mechanism.

Client shall not circumvent or disable applicable license-verification mechanisms.

10.18 License Compliance

Upon reasonable written notice and no more than once annually, unless Gyrus reasonably suspects material noncompliance, Gyrus may request information reasonably necessary to verify Client’s compliance with purchased Self-Hosted Software entitlements.

Any such review will be conducted in a manner designed to minimize disruption to Client’s operations and protect Client Confidential Information.

If the review identifies use materially exceeding purchased entitlements, Client shall purchase applicable additional licenses or entitlements and pay associated fees.

10.19 Data Location and Control

For Self-Hosted Software, Client determines where Client Data is stored within the Client Environment.

Except where Client elects to use External Applications, AI Features, remote Support Services, or other functionality requiring transmission outside the Client Environment, Gyrus does not control the physical storage location of Client Data within Client’s Self-Hosted deployment.

10.20 Termination and Expiration

Upon expiration or termination of a subscription-based Self-Hosted license, Client’s contractual right to use the applicable Self-Hosted Software ends unless the applicable Order expressly grants a perpetual license. Client shall cease use of Software for which its license has expired or terminated and, where applicable and permitted by law, remove copies no longer authorized for use.

Gyrus will enforce expiration or termination rights through contractual and lawful remedies and does not obtain any unrestricted right to employ electronic self-help solely by virtue of this Section.

If Client has purchased a perpetual license, expiration of maintenance or Support Services does not terminate the perpetual license itself, but Client will no longer be entitled to Support Services, updates, fixes, security patches, upgrades, or other maintenance benefits except as separately purchased.

The applicable Order will specify whether a Self-Hosted license is subscription-based or perpetual.

10.21 Return or Destruction of Gyrus Materials

Upon termination or expiration of Client’s right to use Self-Hosted Software, Client shall, upon Gyrus’s reasonable request and subject to applicable law, delete or destroy copies of Gyrus Software and Documentation that Client is no longer authorized to retain, except copies retained solely as required by law or standard archival procedures.

10.22 Allocation of Responsibility

Gyrus’s responsibility for Self-Hosted Software generally extends to the Gyrus Software itself and Support Services expressly purchased by Client.

Client is responsible for the Client Environment and all systems, infrastructure, security controls, operations, and third-party components under Client’s control.

Gyrus will not be liable for downtime, data loss, security incidents, performance degradation, or other failures to the extent caused by matters within Client’s responsibility under this Section.

As between Gyrus and Client, Client retains ownership of Client Data and Client Content.

Client grants Gyrus and its Affiliates, contractors, subprocessors, hosting providers, and authorized service providers a non-exclusive right to host, copy, transmit, process, reproduce, display, and otherwise use Client Data and Client Content solely as reasonably necessary to:

• provide the Software and Services;
• perform Gyrus’s obligations under the Agreement;
• provide support;
• maintain and secure the Software;
• troubleshoot technical issues;
• prevent fraud or misuse;
• comply with applicable law; and
• perform activities otherwise authorized by Client or the Agreement.

Client represents and warrants that it has all rights, permissions, notices, consents, and lawful bases necessary to provide Client Data and Client Content to Gyrus for processing contemplated by the Agreement.

Gyrus will process Personal Data in accordance with applicable data-protection laws and the Agreement.

Where required, processing of Personal Data on behalf of Client will be governed by Gyrus’s applicable Data Processing Addendum (“DPA”).

Gyrus may use Affiliates, contractors, infrastructure providers, subprocessors, and other service providers to deliver the Software and Services.

Where required by an applicable DPA or law, Gyrus will maintain information concerning applicable subprocessors.

If there is a conflict between these Terms and an applicable DPA concerning processing or protection of Personal Data, the DPA will govern with respect to that subject matter.

Gyrus will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Client Data in Gyrus’s possession or control against unauthorized access, acquisition, use, alteration, or disclosure.

No computer system, software platform, or information-security program can be guaranteed to be completely secure. Accordingly, Gyrus does not warrant that unauthorized third parties will never be able to defeat security controls or that the Software will be entirely free from vulnerabilities.

Client is responsible for security controls within Client’s control, including:

• account configuration;
• role and permission assignments;
• Authorized User management;
• credentials;
• endpoint security;
• Client-controlled networks and infrastructure; and
• appropriate use of available security functionality.

For Self-Hosted Software, Gyrus’s security obligations under this Section apply only to matters within Gyrus’s possession or reasonable control and do not transfer responsibility for the Client Environment to Gyrus.

“Security Incident” means confirmed unauthorized access to, acquisition of, or disclosure of Client Data in Gyrus’s possession or control that compromises the security, confidentiality, or integrity of such Client Data.

Security Incident does not include unsuccessful attempts or activities that do not compromise Client Data, including unsuccessful login attempts, network scans, pings, denial-of-service attempts, or other attacks blocked by applicable security controls.

Upon becoming aware of a Security Incident affecting Client Data in Gyrus’s possession or control, Gyrus will:

• investigate the Security Incident;
• take reasonable measures to contain and mitigate its effects;
• notify Client without undue delay where required by applicable law or the applicable DPA; and
• provide information reasonably available to Gyrus that Client reasonably requires to satisfy applicable legal obligations.

Notice of a Security Incident is not an admission of fault or liability.

For Self-Hosted Software, Client is responsible for security incidents occurring within the Client Environment except to the extent directly caused by a vulnerability or action within Gyrus’s responsibility under the Agreement.

15.1 Optional AI Functionality

Gyrus may make optional AI Features available within the Software, including AI-assisted Content Authoring. Unless otherwise stated in an Order, AI Features may be enabled or disabled by an authorized Client administrator. Client is not required to enable AI Features to use the core functionality of GyrusAim.

15.2 Client Authorization

By enabling an AI Feature, Client authorizes Gyrus to process Client Content through the applicable AI Feature as described in the Agreement and applicable in-product disclosures. Gyrus may display an administrative disclosure, acknowledgment, or consent mechanism before enabling an AI Feature.

Gyrus may maintain an audit record identifying:

• whether an AI Feature was enabled or disabled;
• the administrator who performed the action;
• the date and time of the action; and
• the applicable disclosure or acknowledgment version.

15.3 Third-Party AI Processing

When Client enables and uses an AI Feature, Client Content, prompts, instructions, documents, files, or other information intentionally submitted by Client or an Authorized User to the AI Feature may be transmitted to and processed by third-party artificial-intelligence service providers, including Google Gemini, solely as reasonably necessary to provide the requested AI functionality.

Only information submitted or otherwise required to fulfill the applicable AI request is intended to be processed through the AI Feature.

Enabling AI Features does not authorize Gyrus to transmit Client’s entire database or unrelated Client Data to an AI provider.

15.4 Enterprise or Paid AI Services

For production processing of Client Content through third-party generative AI services, Gyrus will use commercially appropriate enterprise or paid AI services that provide contractual terms restricting use of submitted Client Content for generalized model training or product improvement, except as otherwise disclosed and approved by Client.

15.5 Client Content and Model Training

As between Gyrus and Client, Client retains its rights in Client Content submitted through AI Features.

Gyrus will not:

• share Client Content submitted through AI Features with other Gyrus clients; or
• use Client Content submitted through AI Features to train a generalized artificial-intelligence or machine-learning model for the benefit of other Gyrus clients or third parties,

unless Client expressly authorizes such use in writing.

15.6 AI Providers

Gyrus may change, add, or replace third-party AI providers from time to time. Gyrus will use commercially reasonable efforts to maintain materially comparable contractual protections concerning Client Content when changing AI providers.

Where required by applicable law or Gyrus’s DPA, relevant AI providers may be identified as subprocessors.

15.7 Client Responsibilities for AI Use

Client is responsible for:

• determining whether AI Features are appropriate for its organization;
• determining which Authorized Users may use AI Features;
• determining what Client Content may appropriately be submitted for AI processing;
• ensuring Client possesses necessary rights, permissions, consents, and lawful bases to submit such Client Content;
• complying with Client’s internal policies concerning AI use; and
• determining whether regulated, confidential, classified, export-controlled, restricted, sensitive, or proprietary information may be submitted to AI Features.

Client shall not submit information to an AI Feature where Client is prohibited from providing such information to the applicable third-party processor.

15.8 AI-Generated Content

AI-generated output may contain inaccurate, incomplete, misleading, biased, inappropriate, or otherwise unsuitable information.

Client and its Authorized Users are responsible for reviewing and approving AI-generated content before publishing, assigning, distributing, implementing, or relying upon it.

Client should apply appropriate human review before using AI-generated output for compliance, regulated training, qualification, certification, safety-critical activities, validated processes, legal decisions, medical decisions, financial decisions, or other business-critical purposes.

Gyrus does not warrant the accuracy, completeness, or suitability of AI-generated content.

15.9 Disabling AI Features

Where Client disables an optional AI Feature, Gyrus will cease permitting new use of that AI Feature for Client through the applicable administrative control, subject to reasonable technical processing needed to complete requests already in progress.

Disabling AI Features does not affect Client’s access to non-AI core functionality unless otherwise expressly stated.

The Software may interoperate with External Applications. When Client enables an integration or functionality involving an External Application, Client authorizes Gyrus to exchange Client Data with the applicable provider as reasonably necessary to provide the requested functionality.

Client’s use of an External Application may be subject to separate terms between Client and the applicable provider.

Except where expressly stated in an Order, Gyrus is not responsible for:

• availability of External Applications;
• functionality of External Applications;
• security of systems outside Gyrus’s control;
• changes made by third-party providers;
• discontinuation of third-party functionality;
• third-party service levels;
• third-party pricing changes; or
• errors originating from External Applications.

If a third-party provider changes or discontinues functionality necessary for an integration, Gyrus may modify, replace, or discontinue the affected integration.

Gyrus and its licensors retain all right, title, and interest in and to the Software, Documentation, Services, underlying technology, software architecture, designs, methods, processes, APIs, know-how, enhancements, updates, improvements, modifications, and derivative works, including all associated Intellectual Property Rights.

Except for rights expressly granted under the Agreement, no rights are granted to Client.

Client retains ownership of Client Data and Client Content.

Custom development or Professional Services do not transfer ownership of Gyrus’s underlying software, tools, frameworks, components, libraries, methodologies, or know-how unless an executed Order expressly states otherwise.

If Client or its Authorized Users provide ideas, suggestions, recommendations, enhancement requests, comments, or other feedback concerning the Software or Services (“Feedback”), Gyrus may use, incorporate, commercialize, and otherwise exploit such Feedback without restriction or obligation.

Gyrus will not publicly identify Client as the source of Feedback without Client’s permission.

Feedback does not include Client Confidential Information or Client Content.

Client and its Authorized Users shall not:

• use the Software in violation of applicable law;
• sell, sublicense, rent, distribute, or commercially provide the Software to unauthorized third parties;
• reverse engineer, decompile, disassemble, or attempt to derive source code, except to the extent such restriction is prohibited by applicable law;
• introduce malware, malicious code, or harmful technology;
• circumvent access controls or security restrictions;
• access the Software to develop or assist development of a directly competing product;
• perform unauthorized penetration, vulnerability, load, or security testing;
• intentionally interfere with operation of the Software;
• use the Software outside the purchased scope or applicable licensing limits; or
• use the Software in violation of Documentation or the Agreement.

Gyrus may take reasonable action to prevent or stop prohibited use, including suspension where permitted by the Agreement and applicable law.

Each Receiving Party shall:

• use Confidential Information solely to perform its obligations or exercise its rights under the Agreement;
• protect Confidential Information using at least reasonable care and no less than the level of care it uses to protect information of similar sensitivity; and
• disclose Confidential Information only to personnel, Affiliates, contractors, professional advisers, subprocessors, and service providers who have a legitimate need to know and who are subject to appropriate confidentiality obligations.

A Receiving Party may disclose Confidential Information where required by law, subpoena, court order, or governmental authority, provided that, where legally permitted, the Receiving Party gives the Disclosing Party reasonable notice and assistance.

Unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, either party may seek appropriate equitable relief in addition to other available remedies.

Confidentiality obligations survive termination of the Agreement. Trade secrets will be protected for so long as they remain trade secrets under applicable law.

For Hosted Services, during the Subscription Term Client may export Client Data using available standard functionality.

Upon expiration or termination of the applicable Hosted Services Subscription, Client may request a standard export of Client Data within thirty (30) days unless:

• a different period is stated in an Order;
• applicable law requires a different period; or
• Gyrus and Client otherwise agree in writing.

Suspension of Support Services for nonpayment does not eliminate Client’s ownership of Client Data. Gyrus may require payment of undisputed outstanding amounts before providing additional Professional Services associated with custom data migration, extraction, conversion, or transfer.

After the applicable retrieval period, Gyrus may delete Client Data in accordance with Gyrus’s data-retention practices, except information retained:

• to comply with legal obligations;
• in routine backup or disaster-recovery systems;
• to establish or defend legal rights; or
• as otherwise permitted under applicable law.

For Self-Hosted Software, Client is primarily responsible for storage, retention, backup, export, preservation, and deletion of Client Data located within the Client Environment.

The Software may include functionality designed to assist Client with activities relevant to legal, regulatory, industry, quality, security, training, qualification, validation, or compliance requirements.

Such functionality may include audit trails, electronic records, electronic signatures, qualification tracking, recurring training, certifications, reporting, versioning, acknowledgments, and other compliance-supporting functionality.

Unless expressly stated in an executed Order or applicable addendum, Gyrus does not warrant that Client’s particular implementation, configuration, processes, procedures, content, records, validation activities, or use of the Software independently satisfies any particular law, regulation, certification, standard, authorization, or industry requirement.

Client remains responsible for determining whether its use of the Software meets requirements applicable to Client.

References by Gyrus to standards, laws, frameworks, regulations, certifications, or compliance requirements describe functionality or controls designed to support applicable requirements and do not constitute a blanket legal or regulatory certification unless expressly stated in an executed agreement.

Gyrus may make beta, preview, experimental, pilot, prototype, or early-access functionality available to Client.

Unless otherwise expressly agreed in writing, such functionality:

• is provided for evaluation;
• may contain defects or errors;
• may be modified or discontinued at any time;
• may not be covered by standard Service Level Agreements;
• may have limited support;
• may be subject to additional terms; and
• should not be relied upon for production-critical or regulated activities.

Client’s use of such functionality is optional.

Each party represents that it has authority to enter into the Agreement. Gyrus warrants that Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

Gyrus does not warrant that:

• all Software will operate without interruption or error;
• all defects will be corrected;
• Client’s particular configuration will meet every business or regulatory requirement;
• External Applications will remain available;
• AI-generated output will be accurate, complete, or appropriate; or
• Self-Hosted Software will remain continuously available where availability depends upon the Client Environment.

25.1 Gyrus Intellectual Property Indemnification

Gyrus will defend Client against a third-party claim alleging that Client’s authorized use of the Software infringes a United States patent, copyright, or trademark, and will indemnify Client against damages finally awarded by a court or settlement amounts approved by Gyrus arising from such claim.

Gyrus has no obligation to the extent a claim arises from:

• Client Data or Client Content;
• use of the Software contrary to the Agreement;
• unauthorized modifications;
• combination of the Software with products, services, or technology not supplied or authorized by Gyrus where infringement would not otherwise have occurred;
• Client’s continued use after Gyrus provides a substantially equivalent non-infringing alternative; or
• specifications or instructions supplied by Client.

If the Software becomes, or Gyrus reasonably believes is likely to become, subject to an infringement claim, Gyrus may:

• obtain the right for Client to continue using the Software;
• modify the Software so it becomes non-infringing without materially reducing its functionality; or
• replace the affected Software with materially equivalent functionality.

If none of these options is commercially reasonable, Gyrus may terminate the affected Subscription and refund any prepaid unused subscription fees applicable to the terminated period.

25.2 Client Indemnification

Client will defend Gyrus against third-party claims arising from:

• Client Data;
• Client Content;
• allegations that Client Data or Client Content violates third-party Intellectual Property Rights;
• Client’s unlawful use of the Software;
• Client’s material violation of applicable law; or
• Client’s material breach of Section 19.

Client will indemnify Gyrus against damages finally awarded or settlements approved by Client arising from such claims.

25.3 Indemnification Procedure

The indemnified party shall promptly notify the indemnifying party of the claim, provide reasonable cooperation, and permit the indemnifying party to control the defense and settlement.

Failure to provide prompt notice does not eliminate the indemnifying party’s obligations except to the extent materially prejudiced.

The indemnifying party may not settle a claim in a manner that admits wrongdoing by, imposes material non-monetary obligations on, or fails to fully release the indemnified party without the indemnified party’s consent, not to be unreasonably withheld.

26.1 Exclusion of Certain Damages

26.2 Liability Cap

26.3 Independent Allocation of Risk

The exclusions of damages in section 26.1 and the liability limitations in section 26.2 are separate and Independent allocations of risk and will apply to the maximum extent permitted by law even if any limited or Exclusive remedy provided under the agreement fails of its essential purpose.

26.4 Exclusions Required by Law

Nothing in the Agreement excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.

26.5 Basis of Bargain

The parties acknowledge that the fees reflect the allocation of risk established by the Agreement and that the limitations in this Section are an essential basis of the parties’ bargain.

Either party may terminate an applicable Order for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice describing the breach.

Nothing in this Section limits Gyrus’s suspension rights for nonpayment, security risk, prohibited use, or other circumstances permitted under the Agreement and applicable law.

Either party may terminate the applicable Agreement if the other party:

• becomes insolvent;
• makes a general assignment for the benefit of creditors;
• becomes subject to bankruptcy, receivership, or similar proceedings that are not dismissed within the applicable statutory period; or
• ceases ordinary business operations.

Termination does not relieve Client of payment obligations incurred or committed before termination. If Client terminates an Order without contractual cause before the end of a committed Subscription Term, remaining committed fees remain due unless otherwise stated in the applicable Order.

Unless Client provides written notice otherwise, Gyrus may identify Client by name and display Client’s logo in customer lists, presentations, proposals, and similar marketing materials.

Gyrus will not, without Client’s prior authorization:

• issue a Client-specific press release;
• publish a detailed Client case study;
• disclose Client Confidential Information; or
• state or imply that Client endorses Gyrus.

Client may revoke permission for future use of its name and logo by providing written notice, subject to reasonable time for Gyrus to update materials.

If Client is a United States federal, state, local, tribal, or other governmental entity, provisions of the Agreement that are prohibited by applicable law will apply only to the maximum extent permitted by law.

Government-specific requirements expressly incorporated into a mutually executed Order or addendum will apply according to Section 30.5.

Nothing in these Terms independently commits Gyrus to any specific FAR clause, DFARS clause, FedRAMP authorization, CMMC level, NIST standard, agency-specific security requirement, data-sovereignty requirement, government-cloud requirement, or governmental certification unless expressly incorporated into an applicable executed Order or addendum.

30.1 Governing Law

Except where prohibited by applicable law or expressly modified by a mutually executed government agreement, the Agreement and all disputes arising out of or relating to the Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to Virginia’s conflicts-of-law principles that would require application of another jurisdiction’s laws.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.

30.2 Exclusive Forum and Venue

Except where prohibited by applicable law or expressly modified by a mutually executed government agreement, each party irrevocably agrees that any action or proceeding arising out of or relating to the Agreement shall be brought exclusively in:

• the applicable state court located in or having jurisdiction over Henrico County, Virginia; or
• if federal jurisdiction exists, the United States District Court for the Eastern District of Virginia, Richmond Division.

Each party consents to the personal jurisdiction of those courts and waives objections to venue or forum based on inconvenience, to the extent permitted by applicable law.

30.3 Force Majeure

Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, acts of government, war, terrorism, civil unrest, labor disruptions, internet or telecommunications failures, utility failures, widespread third-party infrastructure failures, or similar events beyond the affected party’s reasonable control.

Force majeure does not excuse Client’s obligation to pay amounts already due for Software or Services already provided or committed.

30.4 Assignment

Neither party may assign the Agreement without the other party’s prior written consent, which will not be unreasonably withheld.

Notwithstanding the foregoing, Gyrus may assign the Agreement without Client’s consent in connection with:

• a merger;
• acquisition;
• corporate reorganization;
• change of control; or
• sale of substantially all assets associated with the applicable business.

Any prohibited assignment is void.

30.5 Entire Agreement

The Agreement constitutes the complete agreement between the parties concerning its subject matter and supersedes prior or contemporaneous proposals, representations, discussions, communications, or agreements relating to that subject matter.

Terms contained in Client purchase orders, procurement portals, vendor-registration systems, acknowledgments, or similar administrative documents do not modify the Agreement unless expressly accepted in writing by an authorized representative of Gyrus.

30.6 Order of Precedence

In the event of a conflict among Agreement documents, the following order of precedence applies unless an executed document expressly states otherwise:

1. a mutually executed amendment or addendum expressly modifying the Agreement;
2. the applicable Order or Statement of Work;
3. an applicable DPA, Service Level Agreement, security addendum, or other subject-specific exhibit, but only with respect to its applicable subject matter; and
4. these Terms.

For avoidance of doubt, a Client purchase order does not take precedence merely because it was issued after an Order.

30.7 Updates to These Terms

Gyrus may update these Terms periodically to reflect changes in law, technology, security practices, product functionality, or business practices. The “Last Updated” date will identify the most recent version.

Where required by applicable law or the applicable Agreement, Gyrus will provide reasonable notice of material changes.

Unless Client expressly agrees otherwise, a change to online Terms will not retroactively materially reduce Client’s contractual rights or materially increase Client’s obligations during an existing committed Subscription Term.

A subsequent renewal, new Order, or affirmative acceptance may incorporate the then-current version of these Terms.

30.8 Severability

If any provision is held invalid or unenforceable, that provision will be modified to the minimum extent legally permissible to accomplish its intended commercial purpose, and the remaining provisions will remain in effect.

30.9 Waiver

Failure or delay in exercising any right does not waive that right. A waiver is effective only if made in writing by an authorized representative of the waiving party.

30.10 Independent Contractors

The parties are independent contractors. The Agreement does not establish any partnership, joint venture, fiduciary relationship, agency, franchise, or employment relationship between the parties.

30.11 No Third-Party Beneficiaries

Except where expressly stated, the Agreement does not create rights for any third-party beneficiary.

30.12 Aggregated and De-Identified Data

Gyrus may generate and use aggregated, statistical, and de-identified information derived from operation of the Software for legitimate business purposes, including product improvement, reliability, performance analysis, security, capacity planning, benchmarking, usage analytics, and business operations, provided that such information does not reasonably identify Client or an individual.

For clarity, this Section does not authorize Gyrus to use identifiable Client Content to train generalized AI models contrary to Section 15.

30.13 Notices

Legal notices under the Agreement must be in writing and delivered to the address stated in the applicable Order or another address designated by the applicable party. Notices to Gyrus may be addressed to:

Legal notices may also be delivered electronically to an email address specifically designated by the receiving party for legal notices.

Routine support requests, service requests, or operational communications do not constitute legal notices unless expressly stated otherwise.

30.14 Electronic Records, Signatures and Acceptance

The parties agree that electronic records, electronic signatures, electronically executed Orders, and electronic manifestations of assent may be used in connection with the Agreement to the extent permitted by applicable law. An electronic signature or electronic acceptance will have the same force and effect as a handwritten signature to the extent permitted by applicable law.

Where Client accepts these Terms electronically, Gyrus will make the applicable Terms reasonably available for Client’s review before acceptance and will make the accepted Terms available in a form capable of being printed, downloaded, stored, or otherwise retained for later reference.

30.15 Counterparts

The Agreement may be executed in counterparts, including electronic counterparts, each of which is deemed an original and all of which together constitute one instrument.

30.16 Headings

Section headings are for convenience only and do not affect interpretation.

30.17 Survival

Provisions that by their nature should survive expiration or termination will survive, including provisions concerning:

• unpaid fees;
• Client Data rights;
• Intellectual Property Rights;
• confidentiality;
• Feedback;
• indemnification;
• limitation of liability;
• data-retention obligations;
• governing law and venue; and
• other provisions intended by their nature to survive.

If Gyrus provides Client with a free trial, proof-of-concept, demonstration environment, evaluation license, or other no-charge access, such access is provided for evaluation purposes only and may be subject to additional limitations communicated by Gyrus.

Unless otherwise agreed:

• Gyrus may modify or discontinue evaluation access at any time;
• evaluation environments are provided without production Service Level Agreement commitments;
• Gyrus does not guarantee preservation of evaluation data;
• Client is responsible for exporting information it wishes to retain before expiration of the evaluation period; and
• Client should not use an evaluation environment for production, regulated, safety-critical, or business-critical activities.

Gyrus may delete Client Data and Client Content remaining in an expired evaluation environment after a reasonable retention period.

Client’s use of the Software is subject to the quantities, users, usage limits, Environments, modules, storage, capacity, or other entitlements stated in the applicable Order.

Client shall not intentionally circumvent applicable licensing or usage restrictions.

If Client exceeds purchased entitlements, Gyrus may:

• (a) notify Client;
• (b) require Client to purchase additional entitlement;
• (c) invoice Client for applicable additional usage where authorized by the applicable Order; or
• (d) restrict future use exceeding purchased entitlements after reasonable notice and to the extent permitted by applicable law.

Gyrus may use system-generated information reasonably necessary to administer licensing, capacity, security, and Subscription compliance.

For Self-Hosted Software, Client shall provide information reasonably necessary to verify licensing compliance in accordance with Section 10.18.

Where Gyrus provides Professional Services, the applicable scope, assumptions, deliverables, schedule, responsibilities, and fees will be stated in an Order or Statement of Work.

Client shall timely provide information, decisions, resources, personnel, access, test data, approvals, and other dependencies reasonably necessary for Gyrus to perform the Professional Services.

Gyrus is not responsible for delays caused by Client’s failure to satisfy dependencies or provide timely approvals. Changes to scope may require a written change order and additional fees.

Unless an Order expressly states otherwise:

• (a) customizations, configurations, integrations, scripts, utilities, frameworks, methods, reusable components, and development tools created by Gyrus remain Gyrus property;
• (b) Client retains ownership of Client Data and Client Content;
• (c) Professional Services fees are separate from Software subscription or license fees; and
• (d) payment for Software licensing does not include Professional Services not expressly identified in the Order.

Gyrus may modify, enhance, update, or improve the Software from time to time.

For Hosted Services, Gyrus may change user interfaces, workflows, underlying technologies, infrastructure, third-party components, or functionality as part of normal product development, provided that Gyrus does not materially reduce the overall core functionality purchased by Client during the applicable Subscription Term without commercially reasonable justification.

For Self-Hosted Software, availability of enhancements and new versions is subject to Client’s applicable maintenance or Support Services entitlement and Client’s implementation of applicable updates or upgrades.

Product roadmaps, projected release dates, future-functionality statements, demonstrations, prototypes, and descriptions of planned features are informational and do not create contractual delivery obligations unless expressly incorporated into an executed Order.

Client shall use the Software and Services in compliance with applicable United States export-control and economic-sanctions laws.

Client shall not knowingly permit use of the Software or Services in violation of applicable export restrictions or sanctions.

Each party is responsible for compliance with export-control requirements applicable to its own activities under the Agreement.

Client is responsible for determining whether Client Content, Client Data, or other information may lawfully be transmitted to External Applications, AI providers, or other third-party processors selected or enabled by Client.

Questions concerning these Terms may be directed to Gyrus using the contact information provided on the Gyrus website or to: