Commercial Agreement

This Awish Commercial Agreement (“Agreement”) sets forth the commercial terms governing access to and use of Awish Inc.’s (“Awish”) enterprise and commercial products and services for building, deploying, hosting, automating, orchestrating, and managing AI-powered workflows, agents, applications, and integrations (the “Platform”).

This Agreement becomes effective when Customer registers for, accesses, or purchases the Platform. The individual accepting this Agreement represents and warrants that they are authorized to bind the Customer to these terms.

1. Access

Subject to Customer’s compliance with this Agreement, Awish grants Customer a non-exclusive, non-transferable, limited right to access and use the Platform during the term of this Agreement solely for Customer’s internal business purposes, unless otherwise expressly agreed in writing.

No rights are granted except as expressly stated herein.

2. Duration

Customer’s right to access and use the Platform is limited to the applicable subscription term. Access automatically expires at the end of the subscription term unless renewed in accordance with Awish’s then-current pricing and renewal policies.

3. Responsibilities and Acceptable Use

a. Responsibility for Account and User Accounts

Customer is responsible for:

1. All activity conducted under its account and all designated user accounts (“Users”);

2. Ensuring that each User account is assigned to a single individual and is not shared;

3. Maintaining the confidentiality and security of all login credentials, API keys, and authentication mechanisms;

4. Promptly notifying Awish of any unauthorized access or suspected security incident.

Awish shall not be liable for any loss or damage resulting from Customer’s failure to comply with this section.

b. Acceptable Use

Customer shall not, directly or indirectly:

1. Resell, sublicense, lease, or provide access to the Platform to any third party;

2. Interfere with or disrupt the integrity, performance, or security of the Platform;

3. Use the Platform to store, process, or transmit unlawful, abusive, defamatory, infringing, or tortious material;

4. Use the Platform to process content that violates third-party privacy or intellectual property rights;

5. Use the Platform to deploy malware, phishing schemes, exploits, or harmful agents;

6. Circumvent usage limits, billing mechanisms, or technical safeguards.

Customer shall promptly cooperate with Awish to remediate any actual or suspected violation.

4. Privacy and Data Protection

By default, all content created within Customer’s account (“Customer Content”) is private and accessible only to Customer and its Users unless Customer explicitly configures otherwise.

Each party shall comply with applicable data protection laws. Personal data processed in connection with the Platform is governed by Awish’s Privacy Policy and, where applicable, the Data Processing Agreement (“DPA”), both incorporated by reference.

5. Reassignment of User Accounts

Customer may reassign a User account only after ninety (90) days from the last assignment, except in cases of:

● Employment or contract termination;

● Permanent hardware loss or failure;

● Temporary reassignment for absence coverage.

Customer must ensure that reassigned Users no longer have access to prior credentials or data.

6. Additional User Accounts and Fees

Customer may purchase additional User accounts through the Platform. Fees for additional Users shall be billed at Awish’s then-current rates and invoiced in accordance with the applicable billing cycle.

Unless otherwise specified, User accounts are billed on an annual basis upon renewal.

1. Awish Ownership

As between Awish and Customer, Awish exclusively owns and retains all right, title, and interest in and to the Platform, including without limitation:

● all software, source code, object code, models, algorithms, workflows, orchestration logic, system architecture, APIs, user interfaces, documentation, and infrastructure;

● all improvements, enhancements, modifications, updates, and derivative works thereof;

● all intellectual property and proprietary rights associated with the foregoing, whether registered or unregistered, including copyrights, trade secrets, patents, and trademarks.

Except for the limited access and usage rights expressly granted to Customer under this Agreement, no rights are granted to Customer, whether by implication, estoppel, or otherwise. Customer shall not remove, obscure, or alter any proprietary notices included in the Platform.

2. Customer Content Ownership and Access

a. Customer Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Content submitted to, created within, or processed through the Platform.

Customer represents and warrants that:

1. it owns or otherwise has all necessary rights, licenses, consents, and permissions to submit, process, and use Customer Content on the Platform; and

2. the submission, processing, storage, and use of Customer Content on the Platform does not and will not violate any applicable law or infringe the rights of any third party, including privacy, publicity, contractual, or intellectual property rights.

b. License Grant to Awish

Customer hereby grants Awish a limited, non-exclusive, worldwide, royalty-free, sublicensable license to:

● host, store, archive, cache, copy, parse, index, analyze, modify, display, and otherwise process Customer Content;

● make incidental and backup copies of Customer Content;

● transmit Customer Content as directed by Customer through the Platform;

solely to the extent necessary to:

● provide, operate, maintain, and support the Platform;

● perform troubleshooting, diagnostics, and technical support;

● ensure security, integrity, and reliability of the Platform;

● comply with applicable legal obligations.

This license terminates upon deletion of Customer Content, except to the extent retention is required by law.

c. No Sale or Commercial Exploitation of Customer Content

Nothing in this Agreement grants Awish the right to sell, rent, license, commercialize, or otherwise exploit Customer Content outside the scope of providing the Platform and related services.

Awish shall not use Customer Content for advertising, marketing, or resale purposes.

d. Public Use of Customer Content

If Customer or its Users intentionally publish Customer Content publicly through Platform features (including shared workflows, comments, examples, or community resources):

● such content may be viewed, copied, or reused by other users in accordance with the Platform’s functionality;

● Customer acknowledges that public content may be subject to open-source or community licenses where explicitly designated by Customer.

Notwithstanding the foregoing, Awish does not use Customer Content—whether public or private—for general AI model training or retraining unless expressly agreed in writing.

3. Product-Specific Terms

Certain Platform components, features, or offerings (including but not limited to usage credits, integrations, extensions, or enterprise modules) may be governed by additional terms (“Product-Specific Terms”).

Such Product-Specific Terms are incorporated by reference into this Agreement. In the event of any conflict, the Product-Specific Terms shall control solely with respect to the applicable product or feature.

4. Third-Party Software

The Platform may include, reference, or interoperate with third-party or open-source software.

Customer acknowledges that:

● such software may be governed by separate license terms;

● Awish does not control, warrant, or assume responsibility for third-party software;

● Awish makes no guarantees regarding continued availability, security, or non-infringement of such software.

5. Third-Party Services

The Platform may integrate with or rely upon third-party services, APIs, or AI providers (“Third-Party Services”).

Customer acknowledges and agrees that:

1. use of Third-Party Services is subject to the applicable third-party terms and policies;

2. Awish is not responsible for the operation, availability, accuracy, or security of Third-Party Services;

3. Awish does not provide warranties, indemnities, or guarantees with respect to Third-Party Services;

4. Platform functionality may be impacted by outages or changes to Third-Party Services.

6. Feedback

Any feedback, suggestions, ideas, enhancements, or recommendations (“Feedback”) provided by Customer or Users may be freely used by Awish for any purpose, including product improvement and development, without obligation, attribution, or compensation.

7. Usage Data

Awish may collect and process Usage Data, defined as technical logs, metadata, performance metrics, and diagnostic information relating to Customer’s and Users’ interaction with the Platform, excluding Customer Content.

Awish may use Usage Data to:

● operate, maintain, secure, and improve the Platform;

● conduct internal analytics, benchmarking, and reporting;

● develop new features and capabilities.

Any external disclosure of Usage Data shall be aggregated and de-identified such that it does not identify Customer or its Users.

1. Definitions

● “AI Features” means any Platform functionality that generates, transforms, suggests, automates, or analyzes content using artificial intelligence models provided by Awish.

● “Output Content” means content generated by AI Features in response to Customer Content.

● “Customer Content” includes prompts, inputs, data, configurations, and materials provided by Customer or Users.

2. No Training on Customer Content

Except as expressly provided below, Awish will not use Customer Content or Output Content to train, retrain, or improve its general-purpose AI models, regardless of whether such content is designated as private or shared, unless explicitly authorized in writing by Customer for customer-specific tuning.

Notwithstanding the foregoing, Customer acknowledges and agrees that automation workflows, templates, configurations, or related content that Customer or its Users intentionally publish or make available publicly through the Platform (“Public Automations”) may be used by Awish for the limited purposes of:

● improving, optimizing, and enhancing the Platform and its AI Features;

● developing best practices, performance improvements, and reliability enhancements;

● training or refining Awish’s general-purpose AI models, provided that such use does not include Customer-specific confidential data.

Any use of non-public Customer Content or Output Content for AI tuning or training shall occur only if expressly authorized in writing by Customer and, where authorized:

● shall be limited solely to Customer’s isolated environment;

● shall not be used to benefit, train, or improve models for other customers;

● shall automatically terminate upon expiration or termination of this Agreement, unless otherwise expressly agreed in writing.

For the avoidance of doubt, content is deemed “public” only where Customer has intentionally designated or published such automation or content for public access through the Platform, and no rights are granted to Customer where access is limited to Customer’s organization or Users.

3. Ownership of Output Content

Upon Customer’s adoption or use of Output Content, such Output Content shall be deemed Customer Content.

To the extent Awish retains any intellectual property interest in Output Content, Awish hereby assigns all such rights to Customer.

Customer acknowledges that due to the nature of AI systems, similar or identical outputs may be generated for other customers.

4. Limited AI Indemnity

Awish will defend Customer against third-party copyright claims arising solely from Customer’s authorized use of Output Content generated by Awish AI Features, provided that all of the following conditions are met:

a. Customer did not disable or circumvent safety or content controls;

b. Customer did not knowingly use Output Content in an infringing manner;

c. Output Content was generated exclusively by Awish AI Features, not Third-Party Services; d. Customer had sufficient rights in all input content;

e. The claim does not involve patents, trademarks, or trade secrets;

f. Customer provides prompt written notice and exclusive control of defense to Awish;

g. Customer provides reasonable cooperation at Awish’s expense.

1. Definition of Confidential Information

“Confidential Information” means any non-public business, technical, financial, or operational information disclosed by one party to the other, whether oral, written, or electronic, that a reasonable person would consider confidential.

Confidential Information does not include information that:

● becomes public through no fault of the receiving party;

● was lawfully known prior to disclosure;

● is received from a third party without breach;

● is independently developed without reference.

2. Confidentiality Obligations

The receiving party shall:

● use Confidential Information solely to perform under this Agreement;

● restrict disclosure to personnel with a need to know;

● protect Confidential Information using reasonable care.

3. Compelled Disclosure

Confidential Information may be disclosed if required by law, provided reasonable notice is given where legally permitted.

4. Duration

● Customer Content: confidential until deleted

● Other Confidential Information: five (5) years from disclosure

1. Pricing

Awish’s pricing, subscription plans, usage limits, and applicable fees for access to and use of the Platform are set forth on Awish’s pricing pages, written proposals, order forms (“Order Forms”), or other written agreements mutually executed by the parties.

Awish reserves the right to modify its pricing structure, plans, and usage thresholds from time to time. Any pricing changes shall not apply retroactively to an active subscription term unless expressly agreed in writing by the parties.

2. Fees

Customer agrees to pay all applicable subscription fees, per-user fees, and usage-based fees associated with Customer’s selected plan, including but not limited to fees based on automation executions, workflow runs, API calls, processing volume, or credits consumed.

● All fees are non-refundable, except as expressly stated in this Agreement or required by applicable law.

● Customer acknowledges that exceeding plan limits may result in additional usage-based charges.

● Awish may automatically charge such fees to the payment method associated with Customer’s account.

Failure to pay applicable fees may result in limitation, suspension, or termination of access to the Platform.

3. Payment Terms

Invoices shall be issued in accordance with the billing cycle specified in the applicable Order Form or within Awish’s billing system. Customer shall pay all undisputed invoices within the time period specified therein.

Late payments may accrue interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower. Awish may also recover reasonable costs of collection and may suspend access to the Platform until payment is received.

4. Taxes

All fees under this Agreement are exclusive of taxes. Customer is solely responsible for all applicable taxes, duties, levies, or assessments imposed in connection with this Agreement, excluding taxes based on Awish’s net income. Customer shall ensure that any withholding taxes are minimized to the extent permitted by law.

1. Term

This Agreement becomes effective on the date Customer first accesses or purchases the Platform and continues for the duration of the applicable subscription term. Unless otherwise stated, subscriptions automatically renew for successive terms.

2. Cancellation of Subscription

Either party may prevent renewal of the subscription by providing written notice at least thirty (30) days prior to the end of the then-current subscription term. Access will remain available through the end of the active term.

3. Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days after receipt of written notice.

4. Suspension

Awish may temporarily suspend Customer’s or any User’s access to the Platform if Awish reasonably determines that Customer’s or a User’s activity:

● threatens the security, integrity, or availability of the Platform;

● violates this Agreement or applicable law; or

● poses a risk to other customers or the Platform infrastructure.

Awish will make commercially reasonable efforts to notify Customer and work in good faith to resolve the issue.

5. Data Migration and Export

Upon termination or expiration of this Agreement, Customer may export or request export of Customer Content for up to thirty (30) days. After such period, Awish may delete Customer Content, subject to applicable legal retention requirements.

1. Mutual Warranties

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder.

2. Limited Warranty

Awish warrants that during the applicable subscription term, the Platform will perform materially in accordance with Awish’s published documentation.

3. Disclaimer of Warranties

Except for the limited warranty expressly stated above, the Platform is provided “AS IS” and “AS AVAILABLE.” Awish disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, availability, non-infringement, and uninterrupted operation.

1. General Defense Obligations

Each party agrees to defend the other against third-party claims covered under this section, provided that the defending party receives prompt written notice, has sole control over the defense and settlement, and receives reasonable cooperation.

2. Defense by Awish

Awish will defend Customer against third-party claims alleging that the unmodified Platform, when used in accordance with this Agreement, infringes a third party’s intellectual property rights.

If Awish cannot resolve such claim, Awish may, at its option:

● modify or replace the Platform with a functionally equivalent solution; or

● terminate access and refund prepaid fees for the unused portion of the subscription term.

3. Defense by Customer

Customer will defend Awish against any third-party claims arising from Customer Content, Customer’s misuse of the Platform, or violation of applicable law.

1. Liability Cap

To the maximum extent permitted by law, Awish’s total aggregate liability under this Agreement shall not exceed the total amount paid by Customer to Awish during the twelve (12) months preceding the event giving rise to the claim.

2. Excluded Damages

In no event shall either party be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business interruption.

3. Basis of the Bargain

The limitations in this section reflect the allocation of risk agreed by the parties and shall apply even if any limited remedy fails of its essential purpose.

1. Support

Awish provides standard technical support via electronic ticketing or email. Enhanced support levels, response times, or service level agreements (SLAs) may be offered under separate written agreements.

2. Beta Features

Awish may offer beta or experimental features for evaluation purposes. Beta features are provided “AS IS”, may be incomplete or unstable, and are excluded from warranties and indemnities.

3. Additional Services

Any professional or additional services shall be governed by a mutually executed Statement of Work (“SOW”). Awish retains all intellectual property rights in tools, methodologies, and materials used or developed in connection with such services.

Customer represents that it will comply with all applicable export control, sanctions, and anti-corruption laws. Neither party shall engage in bribery or improper payments in connection with this Agreement.

1. Notices

All legal notices shall be provided in writing. Notices to Awish shall be sent to:

support@awish.ai

2. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

3. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements relating to its subject matter.

4. Assignment

Awish may assign this Agreement at its discretion. Customer may not assign this Agreement without Awish’s prior written consent, except in connection with a merger or sale of substantially all assets.

5. Force Majeure

Neither party shall be liable for failure to perform due to events beyond its reasonable control, excluding payment obligations.

6. Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, or agency relationship.