Garth Assist (GAssist) End User License Agreement

1. Agreement and the Software

This End User License Agreement ("EULA" or "Agreement") is a legally binding agreement between you, whether personally or on behalf of an entity ("you" or "Licensee"), and Darner Technology, Inc. ("Darner," the "Company," "we," "us," or "our"), governing your access to and use of Garth Assist (also referred to as "GAssist," the "App," the "Software," or the "Service"). Garth Assist is the AI developer assistant in the Garth Suite that operates inside collaboration platforms such as Slack and Microsoft Teams, where it answers technical questions, unblocks developers, and surfaces organizational knowledge in-channel.

2. License Grant

Subject to your continued compliance with this EULA and any applicable subscription or order between you (or your organization) and Darner, Darner grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use Garth Assist within your authorized workspace or tenant, solely for your internal business purposes and in accordance with the documentation we make available.

3. License Restrictions

Except as expressly permitted by this EULA or by applicable law that cannot be excluded by agreement, you shall not, and shall not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works of the Software;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, or structure of the Software, except to the extent expressly permitted by applicable law;
• Rent, lease, lend, sell, sublicense, distribute, or otherwise make the Software available to any third party, or use it to provide services to third parties on a service-bureau basis;
• Remove, alter, or obscure any proprietary notices, labels, or marks on or in the Software;
• Circumvent, disable, or interfere with security, authentication, rate-limiting, or other protective features of the Service;
• Use the Service to develop or train a competing product or service, or to benchmark it for the purpose of building a competing offering;
• Use the Service in any unlawful manner, in violation of any third-party rights, or in violation of the acceptable-use expectations described in our Terms of Service; or
• Exceed the usage limits or scope of the license tier applicable to you.

4. Ownership and Reservation of Rights

The Software is licensed, not sold. Darner and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein, including all underlying technology, models, software, and the Garth and GAssist names, logos, and trademarks. No rights are granted to you other than those expressly set forth in this EULA, and all rights not expressly granted are reserved by Darner and its licensors.

5. Customer Data and Privacy

Your use of Garth Assist involves the processing of content and personal information you direct to the Service. Our handling of that information is described in the Garth Assist (GAssist) Privacy Policy, which is incorporated into this Agreement by reference. You are responsible for ensuring that you have all necessary rights and consents to submit content to the Service, and for your organization's configuration of the connected knowledge sources.

6. AI-Generated Output

Garth Assist uses artificial intelligence to generate responses ("Output"). Output may be inaccurate, incomplete, or otherwise unsuitable for your purposes, and may be similar to output generated for other users. You are responsible for evaluating Output before relying on it, and you should not treat Output as professional, legal, security, or other expert advice. As between you and Darner, and subject to third-party rights and the restrictions in this EULA, you may use Output for your internal business purposes. You must not represent Output as human-generated where doing so would be deceptive or unlawful.

7. Third-Party Platforms and Services

Garth Assist operates within and integrates with third-party platforms and services, including Slack, Microsoft Teams, and connected knowledge sources. Your use of those platforms is governed by their own terms and policies, and Darner is not responsible for them. The availability and functionality of the Service may depend on those third parties.

8. Updates

Darner may from time to time develop and provide updates, upgrades, patches, or new versions of the Software, which may be installed automatically. This EULA governs any such updates unless they are accompanied by separate terms, in which case those terms will govern.

9. Term and Termination

This EULA is effective until terminated. Your license terminates automatically if you breach any term of this Agreement, and may be suspended or terminated in accordance with the applicable subscription or order. Upon termination, you must cease all use of the Software and remove or uninstall it from your workspace or tenant. Sections relating to ownership, restrictions, disclaimers, limitation of liability, and governing law survive termination.

10. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DARNER DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUT WILL BE ACCURATE OR RELIABLE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DARNER OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS EULA OR THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DARNER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA WILL NOT EXCEED THE AMOUNTS PAID BY YOU OR YOUR ORGANIZATION FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

12. Export Compliance and Sanctions

You agree to comply with all applicable export control and sanctions laws and regulations. You represent that you are not located in, and will not use the Software in, any country or for any purpose prohibited by such laws, and that you are not a person with whom dealings are prohibited under such laws.

13. U.S. Government End Users

The Software is a "commercial product," consisting of "commercial computer software" and "commercial computer software documentation." Any use, modification, reproduction, or disclosure by or on behalf of the U.S. Government is subject solely to the terms of this EULA, consistent with applicable federal acquisition regulations.

14. Governing Law

This EULA is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles, except where superseded by a separate written agreement between Darner and your organization. Any dispute will be subject to the exclusive jurisdiction of the courts located in Delaware, unless otherwise required by applicable law.

15. General

This EULA, together with the Terms of Service, the Garth Assist (GAssist) Privacy Policy, and any applicable subscription or order, constitutes the entire agreement between you and Darner regarding the Software. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce any right is not a waiver of that right. You may not assign this EULA without our prior written consent.

16. Contact Information

Questions about this EULA, or about Garth Assist (GAssist), should be sent to [email protected], Darner Technology, Inc.