TERMS OF SERVICE

Effective: July 21, 2025

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICE OFFERED BY ENDLESS LABS, INC., DBA DATALAB (“DATALAB”). BY MUTUALLY EXECUTING ONE OR MORE SERVICE ORDERS WITH DATALAB WHICH REFERENCE THESE TERMS (EACH, A “SERVICE ORDER”) OR BY ACCESSING OR USING THE SERVICES IN ANY MANNER, YOU (“YOU” OR “CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH THE APPLICABLE SERVICE DESCRIPTION, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO “CUSTOMER” AND “YOU” IN THIS AGREEMENT, REFER TO THAT ORGANIZATION OR ENTITY. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.  IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
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1. SCOPE OF SERVICE AND RESTRICTIONS

1.1 Access to and Scope of Service. Subject to Datalab’s receipt of the applicable Fees with respect to the service specified in the corresponding Service Description (the “Service”), Datalab will use commercially reasonable efforts to make the Service available to Customer as set forth in this Agreement.  Customer acknowledges and agrees that access to and use of the Service may require a Datalab issued API key (the “API Key”), as updated by Datalab from time to time.

‍1.2 Service Description.  Subject to Customer’s compliance with the terms and conditions of the Agreement, Customer may access and use the Service as specified in the Service Description.  ”Service Description” means the applicable description available at the following URL: https://www.datalab.to/pricing (or otherwise on the Datalab website), or specified in a Service Order describing the applicable Datalab service and the associated use limitations, fees, use period, and related limitations.  

‍1.3 Service Restrictions.  Customer will use the Service only in accordance with all applicable laws, including, but not limited to, rules and regulations related to data and personally identifiable information.  Customer agrees not to, and will not allow any third party to: (i) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas, or algorithms of the Service or any software used to provide or make the Service available; (iii) rent, resell or otherwise allow any third party access to or use of the Service; (iv) use of access the Service in any manner inconsistent with the applicable Service Description; (v) use the API Key other than in connection with the Service; or (vi) allow any third party access to or use of the API Key. 

1.4 Service Suspension.  Datalab may suspend Customer’s access to or use of the Service as follows: (a) immediately if Datalab reasonably believes Customer’s use of the Service may pose a security risk to or may adversely impact the Service; (b) immediately if Customer become insolvent, has ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (c) following thirty (30) days written notice if Customer is in breach of this Agreement or any Service Description (and has not cured such breach, if curable, within the thirty (30) days of such notice); or (d) Customer has failed to pay Datalab the Fees with respect to the Service.  If any amount owing by Customer is thirty (30) or more days overdue (or 10 or more days overdue in the case of Fees to be paid by credit card), Datalab may, without limiting any rights and remedies, accelerate Customer’s unpaid fee obligations to become immediately due and payable, and suspend the provision of the Service to Customer until the overdue amounts are paid in full. 

1.5 No Fee Access.  If Customer is accessing or making use of the Service on a no-fee basis or trial basis as identified in the corresponding Service Description (the “No Fee Access” or “NFA”), Customer may use the Service during the NFA period provided that, and notwithstanding anything to the contrary, (a) access or such use does not to exceed the scope of the corresponding Service Description; (b) Customer acknowledges and agrees that the NFA is made available on an “as-is” basis without support, warranty, or indemnification; (c) Datalab may use Customer Data submitted or otherwise made available to Datalab in connection with the NFA to make improvements to Datalab products and services, including but not limited to improvements to model and training of the same; (d) Datalab may terminate any NFA at anytime by providing notice of such termination or by preventing access or use of such NFA; and (e) Datalab shall have no liability or obligation with respect to any NFA.  

1.6 Software.  To the extent Datalab makes any Datalab proprietary software available to Customer in connection with the Service, Datalab hereby grants to Customer, and Customer hereby accepts from Datalab, a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to run such software solely as necessary to use of the Service and as described in the applicable Service Description. Customer agrees that, it shall not: (a) exceed the scope of the licenses granted in Section 1.6; (b) distribute, sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of, use under, or rights to, the license granted in Section 1.6; (d) reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying the software, except to the extent required to be permitted under applicable law; (e) modify, translate or create derivative works of the software; (f) remove any copyright, trademark, patent or other proprietary notice that appears on the software or copies thereof; or (g) combine or distribute any of the software with any third party software that is licensed under terms that seek to require that any of the software (or any associated intellectual property rights) be provided in source code form (e.g., as “open source”), licensed to others to allow the creation or distribution of derivative works, or distributed without charge.

1.7 Open Source Software.  Customer acknowledges and agrees that (a) that certain Datalab software and related technology, or a version thereof (the “OSS Material”), is available under the applicable open source or similar licensing terms as available at the following URLs: https://github.com/datalab-to/marker, and https://github.com/datalab-to/surya.  Notwithstanding anything to the contrary, the terms and conditions in this Agreement shall apply with respect to the Service, and not the OSS Material.  

1.8 Ownership.  Datalab retains all right, title, and interest in and to the: the Service, associated software, Documentation, Datalab Confidential Information; any improvements to and derivative works of the same; and all other intellectual property created, used, provided, or made available by Datalab under or in connection with the Service (collectively, “Datalab IP”).  Customer may from time to time provide suggestions, comments, or other feedback to Datalab with respect to the Service, associated software, or Documentation (“Feedback”). Customer shall, and hereby does, grant to Datalab a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use the Feedback for any purpose. 

1.9 Results.  Datalab will provide Customer with one or more APIs through which Customer may access the Service and submit documents, images, and other materials to the Service. The Service processes this content submitted according to the parameters set by Customer in the API and provides Customer with the requested results (the “Results”).  Customer is solely responsible for selecting the analysis and reporting parameters used in the Service, and may need to modify these selections to obtain the results or information that Customer is attempting  to receive.  Datalab does not control what the Customer chooses to submit to the Service, what parameters are adjusted by the Customer, or how the Customer interprets any Results. Results are generated automatically and are not reviewed by any Datalab representative for specific applicability or completeness for a particular user or organization. Customer must consider Results in addition to all other information regarding its business before relying on the Results. Customer is solely responsible for all effects, uses, and impacts of any Results, including, without limitation, all uses of and changes to the Customer’s  business activities.  

1.10 Support.  To the extent Datalab support is specified in the applicable Service Description, Datalab will use commercially reasonable efforts to provide support for the Service according to the applicable Service Description.

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2. DATA 

2.1 Customer Data. Customer is solely responsible for Customer Data including, but not limited to: (a) compliance with all applicable laws and this Agreement; (b) any claims relating to Customer Data; and (c) any claims that Customer Data infringes, misappropriates, or otherwise violates the rights of any third party.  Customer acknowledges and agrees that Customer Data may be irretrievably deleted following a termination or expiration of this Agreement.  Customer authorizes Datalab to use Customer Data as necessary to provide the Service to Customer, and to the extent Customer authorizes Datalab to use Customer Data for additional purposes (for example, by indicating the same via the Datalab portal or otherwise) Datalab may use Customer Data to make improvements to the Service, including but not limited to training associated models.  For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Additional information regarding Customer Data is available at the following URL https://www.datalab.to/privacy under the “Data Security” heading.

2.2 Usage Data.  Datalab may collect or otherwise receive Usage Data and use the same in connection with improvements to the Service, and to monitor Customer’s compliance with the Service Description and the terms of this Agreement.  “Usage Data” shall mean data and information generated by or collected by Datalab regarding Customer’s use of the Service, the health and performance of the Service, and related information, excluding any Customer Data.  Usage Data will be held in aggregated and anonymized format and will not identify Customer, or reveal any Customer Confidential Information.

2.3  Personal Data.  Customer acknowledges and agrees that (a) the exchange of personal information subject applicable personal data laws and regulations (“PII”) is not required to make use of the Service, and (b) Customer will not transfer to or otherwise make any PII available to the Service or Datalab unless and until Customer and Datalab enter into the Datalab Data Processing Agreement (the “DPA”).   

2.4 Data Use Policy.  In addition to Datalab’s use rights with respect to Customer Data, Usage Data, PII, and other data and information submitted to the Service or otherwise made available to Datalab by Customer, Datalab may use the same according to the Datalab Data Use Policy available on the Datalab website, as updated from time-to-time (the “Datalab Data Use Policy”), and Customer authorizes and consents to such use.

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3. FEES, TAXES, AND AUTHORIZED RESELLERS

3.1 Fees and Invoicing Terms.  Customer shall pay to Datalab the fees as set forth in each applicable Service Description according to the billing frequency and method stated therein or otherwise presented to Customer (the “Fees”).  Datalab reserves the right to modify its fee structure at any time and without advanced notice. Temporary or permanent modifications are effective as soon as they are published by Datalab and are applicable to all subsequent transactions. In the case of temporary modifications, the duration of the changes will be clearly indicated by Datalab.  Customer shall provide accurate and updated billing contact information.  If Fees are not received by Datalab by the due date, then without limiting Datalab’s rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and (b) Datalab may condition future renewals and Service Descriptions on different payment terms.  

3.2 Taxes.  Any and all payments made by Customer in accordance with this Agreement are exclusive of any taxes that might be assessed by any jurisdiction.  Customer shall pay or reimburse Datalab for all value-added, sales, use, property, and similar taxes; all customs duties, import fees, stamp duties, license fees and similar charges; and all other mandatory payments to government agencies of whatever kind, except taxes imposed on the net or gross income of Datalab.  All amounts payable to Datalab under this Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax.  To the extent Customer is required by the local taxing authority to withhold value added tax or a similar withholding tax, Customer agrees to true-up Fees payable to Datalab to account for such withholding.  

‍3.3 Authorized Resellers.  Customer may purchase subscriptions to the Service through a third party authorized in writing by Datalab to resell subscriptions to the Service (an “Authorized Reseller”).  Service subscriptions resold to Customer by an Authorized Reseller (each a “Resale Transaction”) are subject to the terms and conditions of this Agreement, other than Sections 3.1, and 3.2.  Customer will pay the Authorized Reseller the applicable fees according to the payment terms, fees, refund rights (if any), and associated commercial terms determined by and between Customer and the corresponding Authorized Reseller.  

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4. TERM AND TERMINATION

4.1. Term.  The term of this Agreement shall commence on the Effective Date and unless terminated earlier according to this Section 4, will end on the last day of the term specified in the Service Description (the “Term”). Unless otherwise specified in the Service Description or the applicable Service Order, each Service Description will renew automatically at the end of the applicable term (each such renewal, a “Service Renewal”), unless either party provides to the other advance written notice with respect to non-renewal at least thirty (30) days prior to the end of the then current term.  Customer acknowledges and agrees that each Service Renewal shall be subject to the then-current, on-demand standard use rates, unless otherwise specified in the applicable Service Description.

4.2  Termination.  This Agreement and the Service Descriptions hereunder may be terminated: (a) by either party if the other has materially breached this Agreement, within thirty (30) calendar days after written notice of such breach to the other party if the breach is remediable or immediately upon notice if the breach is not remediable; or (b)  by Datalab upon written notice to Customer if Customer (i) has made or attempted to make any assignment for the benefit of its creditors or any compositions with creditors, (ii) has any action or proceedings under any bankruptcy or insolvency laws taken by or against it which have not been dismissed within sixty (60) days, (iii) has effected a compulsory or voluntary liquidation or dissolution, or (iv) has undergone the occurrence of any event analogous to any of the foregoing under the law of any jurisdiction.           

4.3 Effect of Termination.  Upon any expiration or termination of this Agreement, Customer shall (i) immediately cease use of the Service, and (ii) return all Datalab Confidential Information and other materials and information provided by Datalab.  Any termination or expiration shall not relieve Customer of its obligation to pay all Fees accruing prior to termination.  If the Agreement is terminated due to Section 4.2 (a), Customer shall pay to Datalab all Fees set forth in the corresponding Service Description(s).  

4.4 Survival.  The following provisions will survive termination of this Agreement: Sections 1, 1.3, 1.4, 1.6, 1.7, 1.8, 2.1, 2.2, 2.4, 3, 4, 5, 6, 7.2, 7.3, 8 and 9.

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5. CONFIDENTIALITY

During the term of this Agreement, either party may provide the other party with confidential and/or proprietary materials and information (“Confidential Information”).  All materials and information provided by the disclosing party and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that the receiving party reasonably should have known was the Confidential Information of the disclosing party, shall be considered Confidential Information.  This Agreement is Confidential Information, and all pricing terms are Datalab Confidential Information.  The receiving party shall maintain the confidentiality of the Confidential Information and will not disclose such information to any third party without the prior written consent of the disclosing party.  The receiving party will only use the Confidential Information internally for the purposes contemplated hereunder.  The obligations in this Section 5 shall not apply to any information that: (a) is made generally available to the public without breach of this Agreement, (b) is developed by the receiving party independently from and without reference to the Confidential Information, (c) is disclosed to the receiving party by a third party without restriction, or (d) was in the receiving party’s lawful possession prior to the disclosure and was not obtained by the receiving party either directly or indirectly from the disclosing party.  The receiving party may disclose Confidential Information as required by law or court order; provided that, the receiving party provides the disclosing with prompt written notice thereof and uses the receiving party’s best efforts to limit disclosure.  At any time, upon the disclosing party’s written request, the receiving party shall return to the disclosing party all disclosing party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof.

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6. INDEMNIFICATION

Customer will defend, indemnify, and hold Datalab, its affiliates, suppliers and licensors harmless and each of their respective officers, directors, employees and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim with respect to: (a) Customer Data; (b) breach of this Agreement or violation of applicable law by Customer; or (c) alleged infringement or misappropriation of third-party’s intellectual property rights resulting from Customer Data. 

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7. WARRANTY

7.1  Warranty.  The Service, when used by Customer in accordance with the provisions of this Agreement and in compliance with the Service documentation published by Datalab (the “Documentation”), will conform in material respects, to the Documentation during the period of use specified in the applicable Service Description.

 7.2 Exclusive Remedies.  Customer shall report to Datalab, pursuant to the notice provision of this Agreement, any breach of the warranties set forth in this Section 7.  In the event of a breach of warranty by Datalab under this Agreement, Customer’s sole and exclusive remedy, and Datalab’ entire liability, shall be prompt correction of any material non-conformance in order to minimize any material adverse effect on Customer’s business. 

7.3 Disclaimer of Warranty.  Datalab does not represent or warrant that the operation of the Service (or any portion thereof) will be uninterrupted or error free, or that the Service (or any portion thereof) will operate in combination with other hardware, software, systems, or data not provided by Datalab, except as expressly specified in the applicable Documentation.  CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, DATALAB MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR SERVICES, OR THEIR CONDITION.  DATALAB IS FURNISHING THE WARRANTIES SET FORTH IN SECTION 7.1 IN LIEU OF, AND DATALAB HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. 

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8. LIMITATIONS OF LIABILITY

IN NO EVENT SHALL DATALAB BE LIABLE FOR ANY, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY.  DATALAB’S LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE SERVICE DESCRIPTION DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

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9. MISCELLANEOUS 

9.1 Export Control. Customer hereby certifies that Customer will comply with all current applicable export control laws applicable to Datalab Confidential Information, Customer’s use of the Service, and Customer Data. Customer agrees to defend, indemnify and hold Datalab harmless from any liability for Customer’s violation of any applicable export control laws.  

9.2 Compliance with Laws.  Customer shall comply with all applicable laws and regulations in its use of the Service and with respect to Customer Data, including without limitation the unlawful gathering or collecting, or assisting in the gathering or collecting of information in violation of any privacy laws or regulations. Customer shall, at its own expense, defend, indemnify and hold harmless Datalab from and against any and all claims, losses, liabilities, damages, judgments, government or federal sanctions, costs and expenses (including attorneys’ fees) incurred by Datalab arising from any claim or assertion by any third party of violation of privacy laws or regulations by Customer or any of its agents, officers, directors or employees.

9.3 Assignment.  Neither party may transfer and assign its rights and obligations under this Agreement without the prior written consent of the other party.  Notwithstanding the foregoing, Datalab may transfer and assign its rights under this Agreement without consent from the other party in connection with a change in control, acquisition or sale of all or substantially all of its assets. 

9.4 Force Majeure.  Neither party shall be responsible for failure or delay in performance by events out of their reasonable control, including but not limited to, acts of God, Internet outage, terrorism, war, fires, earthquakes and other disasters (each a “Force Majeure”).  Notwithstanding the foregoing: (i) Customer shall be liable for payment obligations for Service rendered; and (ii) if a Force Majeure continues for more than thirty (30) days, either party may to terminate this agreement upon written notice to the other party.

9.5 Notice and Communication. All notices between the parties shall be in writing and shall be deemed to have been given if personally delivered or sent by registered or certified mail (return receipt), or by recognized courier service.  Customer acknowledges and agrees that Datalab may use electronic communications (e.g., via email, text message, or by posting notices in the Services). These communications may include operational notices regarding Customer’s account (e.g., password changes and other transactional information). Customer also agrees that any communications that Datalab sends electronically will satisfy any legal communication requirements, including that such communications be in writing.

9.6 No Agency.  Both parties agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement.  Customer has no right or  authority of any kind to bind Datalab.   

9.7 Publicity.  Customer authorizes Datalab to (a) refer to Customer as a Datalab customer and a user of Datalab’s products and services in Datalab’s marketing materials, including but not limited to press releases, presentations, Datalab’s website and related materials and methods; (b) publish and otherwise publicly disclose Customer’s statements and testimonials regarding Customer’s use of Datalab’s product and services; and (c) use Customer’s logo in connection with the activities listed in this Section 9.7. 

9.8 Governing Law. This Agreement and all matters relating to this Agreement shall be construed in accordance with and controlled by the laws of the State of New York, without reference to its conflict of law principles.  The parties agree to submit to the non-exclusive jurisdiction and venue of the courts located in the State of New York,  and hereby waive any objections to the jurisdiction and venue of such courts.

‍9.9 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Any term or provision of this Agreement held to be illegal or unenforceable shall be, to the fullest extent possible, interpreted so as to be construed as valid, but in any event the validity or enforceability of the remainder hereof shall not be affected. In the event of a conflict between this Agreement, a Service Order, or the Service Description, the terms of this Agreement shall control.

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