C3 AI END USER LICENSE AGREEMENT

C3 AI ACCELERATOR PROGRAM

THIS C3 AI END USER LICENSE AGREEMENT (“Agreement”) governs Your use of the C3 AI Materials in connection with the C3 AI Accelerator Program. C3.ai, Inc. is referred to as “C3 AI,” “We,” “Us” and “Our.”

BY COMPLETING THE REQUISITE INFORMATION AND CLICKING “I AGREE” (OR A SUBSTANTIALLY SIMILAR ACTION) OR BY ACCESSING OR USING C3 CODE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS ACKNOWLEDGMENT AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS ON BEHALF OF YOUR COMPANY. If You do not accept the terms and conditions of this Agreement, then You cannot use the C3 AI Software. This Agreement is effective between You and Us as of the earlier of Your clickthrough acceptance or the date of Your underlying use of the C3 AI Software.

DEFINITIONS

1.1 “C3 AI Accelerator Program” or “Program” means a bootcamp, workshop, or similar session(s) offered by Us in which You participate to learn about, and build applications and/or agents using C3 Code, the C3 AI Platform, C3 Studio and any other C3 AI Software, as described in the Program or Our webpage with respect to the Program. The Program session is expected to typically last one to two days (the “Base Program”), but may be extended for up to 30 days at Our sole discretion (any extended period shall be referred to as the “Extended Program”).

1.2 “C3 AI Documentation” means the user documentation made available to You by Us for the C3 AI Software, as may be updated by Us from time to time.

1.3 “C3 AI Materials” mean (a) C3 AI Software and C3 AI Documentation; (b) Our intellectual property existing prior to the Agreement; (c) intellectual property created by Us independently of the Agreement; (d) Our training materials related to the C3 AI Software; (e) derivative works of any C3 AI Materials; and (f) any and all other intellectual property designed or developed by or on behalf of Us in the C3 AI Software.

1.4 “C3 AI Runtime” means the virtual CPUs or vGPUs (“vCPUs”) used by the C3 AI Software, Customer Applications, or Customer Extensions in any Deployment Environment.

1.5 “C3 AI Software” means software that You use from Us including, as applicable, any of Our software application(s) or application modules (a “C3 AI Application”), the C3 AI Platform, C3 AI Studio, C3 Code and any development and integration tools and components provided by Us.

1.6 “Customer Application” means a software application that You operate on the C3 AI Platform that is independently developed by You.

1.7 “Customer Data” means all electronic data and electronic information submitted by or for You, excluding C3 AI Materials, to be processed on or by the C3 AI Software.

1.8 “Customer Extensions” mean modifications to add data sources to a C3 AI Application that are independently created by You.

1.9 “Customer Materials” mean Customer Data, Customer Applications and Customer Extensions.

1.10 “Deployment Environment” means the environments (e.g., development (DEV), testing (QA), production (PROD), etc.) into which the C3 AI Software, Customer Applications, and Customer Extensions are deployed.

1.11 “Intellectual Property Rights” mean current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights of any type under the laws of any governmental authority, including without limitation rights in the applications and registrations relating to the foregoing.

1.12 “Subscription Term” means the term of Your subscription to the C3 AI Software and any applicable support services offered by Us in connection with the C3 AI Accelerator Program. The Subscription Term shall be one to two days (the Base Program), as the case may be for You; provided, however, that such Subscription Term may be extended for up to 30 days upon express written approval by Us (the Extended Program).

1.13 “Third Party Offering” means any software or services that You license or procure from a third party that You use in connection with, or which interoperates with, any C3 AI Software.

1.14 “User” means a participant in the Program approved by Us. Each User subscription to the C3 AI Software is solely for the single named User for the Subscription Term expressly approved by Us and is personal to that User, and must have agreed to this Agreement as set forth herein. You acknowledge that We may monitor the use of login credentials assigned to Users, including by logging User IP addresses, and prevent multiple simultaneous uses of those login credentials.

LICENSE AND RESPONSIBILITIES

2.1. License. Subject to the terms of this Agreement, We grant to You a non-exclusive, non-transferable, and non-sublicensable right during the Subscription Term to access and use the C3 AI Software, and if the Deployment Environment is not Our hosting services account, to also install the C3 AI Software, in each case solely to develop and use Customer Applications for Your internal use within any applicable C3 AI published specifications with respect to C3 AI Software and within the scope of the license granted under this Agreement.

2.2 Deployment Environment. Unless We otherwise determine, the Base Program and Extended Program for the Deployment Environment will occur in Our hosting services account. In the event of an alternative Deployment Environment, You shall adhere to the C3 AI Operational Controls Description set forth at https://c3.ai/legal, and be responsible for maintaining the security of Your hosting services account and all activities that occur under Your account. We are not responsible for unauthorized access to Your account. You will notify Us promptly if You believe there has been unauthorized access to or use of Your account.

2.3 Usage Responsibilities. You will (a) be responsible for Your access and any third party granted access to C3 AI Materials by You; (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which You acquired Customer Data, and obtaining adequate permissions to process such Customer Data with the C3 AI Software; (c) use commercially reasonable efforts to prevent unauthorized access to or use of C3 AI Materials, and notify Us promptly of any such unauthorized access or use; (d) use C3 AI Materials only in accordance with this Agreement, the C3 AI Documentation, and applicable laws and government regulations; (e) coordinate with Us for Your own code repository and business intelligence tools; (f) be responsible for complying with terms of service of any Third Party Offering with which You use any C3 AI Materials; (g) be responsible for the use of recommendations or computational results provided by the C3 AI Software and the outcome realized by such use; and (h) comply with all obligations in the applicable Operational Controls Description for the Deployment Environment as set forth at https://c3.ai/legal and incorporated herein by reference.

2.4 Usage Restrictions. You will not, nor permit any third party to: (a) make any C3 AI Materials available to, distribute, or use any C3 AI Materials for the benefit of, anyone other than You or other Users expressly authorized by Us; (b) sell, resell, license, sublicense, distribute, make available, rent, or lease any C3 AI Materials, or include any C3 AI Materials in a service bureau or outsourcing offering; (c) design, develop, or provision applications for third parties that utilize C3 AI Software; (d) use the C3 AI Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (e) use C3 AI Software to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses; (f) interfere with or disrupt the integrity or performance of any C3 AI Software or third-party data contained therein; (g) attempt to gain unauthorized access to any C3 AI Software or its related systems or networks; (h) permit direct or indirect access to or use of any C3 AI Software in a way that circumvents Your obligations in this Agreement, including contractual usage limits, or use any of the C3 AI Software to access or use any of the C3 Materials except as permitted under this Agreement; (i) frame or mirror any part of any C3 AI Software, other than framing on Your own intranets or otherwise for Your own internal business purposes; (j) access, use, or copy any C3 AI Materials (including any features, functions, or interface of the C3 AI Software) to: (1) build a competitive product or service; (2) build a product or service using similar features, functions, or user interface of the C3 AI Software; or (3) benchmark the C3 AI Software with any third-party product or service; (k) disassemble, decompile, or reverse engineer (except to the extent reverse engineering is expressly permitted by law) any C3 AI Materials or otherwise attempt to discover the source code or underlying structure, ideas, or algorithms in the C3 AI Software; (l) incorporate or otherwise use any software (including any Third Party Offerings) in connection with the C3 AI Software or C3 AI services that include or link to any software code licensed under the GNU GPL or AGPL or any similar “open source” or “copyleft” license that would require Us to make the source code of any part of the C3 AI Software available to any third party; or (m) alter, modify, or create derivative works of any C3 AI Software.

2.5 C3 AI Fees. You will not be responsible for any C3 AI subscription fees or C3 AI Runtime fees during the Base Program or Extended Program, except as otherwise may be agreed.

2.6 LLM Fees. You will not be responsible for third-party large language model fees (“LLM Fees”) during the Base Program hosted by Us, or the Extended Program if hosted by Us up to applicable limits (to be communicated to You).

2.7 Third Party Offerings. Your acquisition or use of a Third Party Offering, and any exchange of data between You and any third party or the Third Party Offering, is solely between You and the applicable third party. We do not warrant or support Third Party Offerings. If You choose to use a Third Party Offering with the C3 AI Software, You grant Us permission to allow the Third Party Offering and its provider to access Customer Data as required for the interoperation of that Third Party Offering with the C3 AI Software. We are not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such Third Party Offering or its provider. You will ensure that You and Your affiliates have all necessary rights and licenses to interoperate any Third Party Offering with any C3 AI Software as contemplated in this Agreement.

2.8 Protection of Customer Data. We will maintain administrative, physical, and technical safeguards of C3 AI Software designed to protect the security, confidentiality, and integrity of Customer Data. We will not use Customer Data except (a) to operate the C3 AI Software and provide any applicable support services and to address service or technical problems, (b) as compelled by law in accordance with Section 4 below, or (c) as You expressly permit in writing.

2.9. Personal Data. Where Your use of the C3 AI Software or applicable support services requires Us to process personally identifiable information, then (a) You will notify Us in writing prior to providing Us any access to any such personal information; and (b) the terms and conditions of the C3 AI Data Processing Agreement, which may be found at https://c3.ai/legal (and incorporated by reference) will apply to such processing. You will not provide any information that is considered protected health information under HIPAA, except pursuant to a separate Business Associate Agreement mutually agreed to in writing between the You and Us.

2.10 Security & Compliance. We may monitor all use of the C3 AI Software for security, operational and compliance purposes. We may suspend Your access to any C3 AI Software if We reasonably determine that such access and use poses a security risk or is a threat to the function of the Software, or in the event a User may be engaged in any unauthorized conduct, including any violation of any terms and conditions of this Agreement, any applicable law, or third party rights.

PROPRIETARY RIGHTS

3.1 C3 AI Materials Intellectual Property Ownership. Subject to the limited rights granted herein, We and Our licensors hereby retain all right, title, and interest, including all Intellectual Property Rights, in and to the C3 AI Materials, including all duplicates, derivative works, modifications, enhancements and adaptations thereto. No rights are assigned or granted to You hereunder, other than as expressly set forth in this Agreement, and no implied license or right of any kind is granted to You. You will not delete or in any manner alter Our copyright, patent, trademark, or other proprietary notices, if any, appearing in any C3 AI Materials.

3.2 Customer Materials Intellectual Property Ownership. Subject to the limited rights granted herein, You retain all right, title, and interest, including all Intellectual Property Rights, in Customer Materials. We will not delete or in any manner alter Your copyright, trademark, and other proprietary notices, if any, appearing on any Customer Materials.

3.3 License to Customer Materials. You grant Us, Our affiliates, and applicable contractors a royalty-free, nonexclusive, non-transferable license (a) to use Customer Materials to perform Our obligations under this Agreement; and (b) to anonymize and aggregate Customer Data and use such aggregated and anonymized data for purposes of calculating benchmarks and other analyses that We use internally or to improve the C3 AI services, provided We shall not use or disclose any personally identifiable information or personal data or reveal Your identity in connection with such use of Customer Data.

3.4 Feedback and License to Use. You grant to Us and Our affiliates a non-exclusive, worldwide, perpetual, irrevocable, sub-licensable, royalty-free license, without restriction, to use in any manner and incorporate into Our and/or Our affiliates’ products or services, and any suggestion, enhancement request, recommendation, correction, or other feedback provided by You or Users relating to Our or Our affiliates’ current or future products or services.

CONFIDENTIALITY

4.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (the “Disclosing Party”) to the other party or its affiliates (the “Receiving Party”) that is designated in writing as confidential. Regardless of marking: (a) Your Confidential Information includes Customer Data; (b) Our Confidential Information includes the C3 AI Materials, and any performance testing or benchmarking results or other evaluations of or conclusions concerning the C3 AI Materials; and (c) Confidential Information of each party includes the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, as shown by the Receiving Party’s contemporaneous written records; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information, as shown by the Receiving Party’s contemporaneous written records.

4.2 Non-Disclosure. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party and each Party acknowledges and agrees that, subject to the limited rights granted herein, nothing in this Agreement will be construed as granting to the Receiving Party any rights or licenses to any Intellectual Property Rights, including but not limited to, trademarks, inventions, copyrights, trade secrets, or patents. The Receiving Party (a) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) will not use, distribute or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and subcontractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. We may use any ideas, know-how, and techniques retained in the unaided memories of Our personnel who have had access to Your Confidential Information in the course of performing any support or other services in connection with the Program. Either party may disclose the terms of this Agreement to its legal counsel and accountants without the other party’s prior written consent, provided that such recipient is subject to terms of confidentiality no less restrictive than those set forth herein and the party that makes any such disclosure remains responsible for such recipient’s compliance with this section. Notwithstanding the foregoing, We may disclose the terms of this Agreement to a subcontractor to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law. In such case, the Receiving Party shall give the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

5.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal authority to enter into this Agreement and that You and any related users are bound by its terms and conditions.

5.2 Disclaimers. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY THE HOSTING SERVICES OR ANY THIRD PARTY HOSTING SERVICE PROVIDERS.

MUTUAL INDEMNIFICATION

6.1 Indemnification by Us. We will defend You against any claim, demand, suit, or proceeding made or brought against You by an unaffiliated third party alleging that any C3 AI Software infringes or misappropriates such third party’s Intellectual Property Rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees, and costs finally awarded against You as a result of a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You, except that We may not settle any Claim Against You unless it unconditionally releases You of all liability; and (c) give Us all reasonable assistance, at Our expense. The foregoing obligation shall not apply with respect to a Claim Against You if such claim arises out of (i) Our compliance with Your specifications; (ii) use of the C3 AI Software in combination with any software, hardware, network, data, or system not supplied by Us; (iii) any modification or alteration of the C3 AI Software by other than by Us; (iv) Your continuing the allegedly infringing or misappropriating activity after being informed by Us of modifications that would avoid the alleged infringement or misappropriation; (v) use of the C3 AI Software other than in accordance with the terms and conditions of this Agreement; or (vi) any application, agent, workflow, configuration or other functionality, developed or generated by You, or on Your behalf. If We receive information about an infringement or misappropriation claim related to C3 AI Software, We may in Our discretion and at no cost to You (x) modify the C3 AI Software so that it is no longer claimed to infringe or misappropriate; (y) obtain a license for Your continued use of that C3 AI Software in accordance with this Agreement; or (z) terminate the Subscription Term.

6.2 Indemnification by You. You will defend Us against any claim, demand, suit, or proceeding made or brought against Us by a third party alleging that any of Customer Materials or any Third Party Offering infringes or misappropriates such third party’s Intellectual Property Rights, or arising from Your or Users’ use of the C3 AI Software or Customer Data in violation of the Agreement, the C3 AI Documentation, or applicable law (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees, and costs finally awarded against Us as a result of a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us, except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability; and (c) give You all reasonable assistance, at Your expense.

6.3 Exclusive Remedy. This Section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

LIMITATION OF LIABILITY

7.1 Disclaimer. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR (A) LOST PROFITS, REVENUES, OPPORTUNITIES, OR GOODWILL; (B), INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES; (C) THE VALUE OF CUSTOMER DATA; (D) YOUR USE OF THE COMPUTATIONAL RESULTS THAT YOU OBTAIN FROM THE USE OF THE C3 AI SOFTWARE; OR (E) THE UNAVAILABILITY OF THE C3 AI SOFTWARE. THE FOREGOING DISCLAIMER (1) APPLIES WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE; (2) DOES NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

7.2 Liability Cap. EXCLUDING LIABILITY UNDER SECTION 6 (INDEMNIFICATION), IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY, TOGETHER WITH ALL OF ITS AFFILIATES AND LICENSORS, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF: (A) FIVE HUNDRED U.S. DOLLARS (US$500), OR (B) THE TOTAL AMOUNT OF FEES PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE C3 AI ACCELERATOR PROGRAM IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

7.3 Exception. THE FOREGOING DISCLAIMER WILL APPLY TO THE FULLEST EXTENT ALLOWED BY LAW. NOTHING SET FORTH HEREIN LIMITS EITHER PARTY’S LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

TERM AND TERMINATION

8.1 Term; Termination. This Agreement commences on the date You first accept it and continues through the Subscription Term. Either party may terminate the Subscription Term at any time upon notice to the other party. In no event will termination relieve You of Your obligation to pay any applicable LLM fees for the period prior to the effective date of termination.

8.2 Customer Materials Portability and Deletion. If the Deployment Environment is Our hosting services account, then, upon request by You made within thirty (30) days after the effective date of termination or expiration of this Agreement, We will make Customer Materials available to You in the then-current format in which it was stored. After such 30-day period, We will have no obligation to maintain or provide You any Customer Materials, and We will thereafter delete or destroy all copies thereof in Our systems or otherwise in Our possession or control, unless legally prohibited.

8.3 Effect of Termination or Service Discontinuation. At the end of a Subscription Term that is not renewed or upon the discontinuation, expiration, or termination of this Agreement (“Termination Date”), You shall cease all use of the C3 AI Materials and shall permanently and irretrievably delete and destroy all copies of the C3 AI Materials.

You shall certify such cessation, deletion, and destruction to Us in writing within fifteen (15) days of the Termination Date. If the Deployment Environment is other than Our hosting services account, then after termination or expiration the Subscription Term and upon providing thirty (30) days’ written notice to You, We may examine the Deployment Environment to ensure that all C3 AI Materials have been deleted. The sections titled Section 2 (License and Responsibilities), Section 3 (Proprietary Rights), Section 4 (Confidentiality), Section 5.2 (Disclaimers), Section 6 (Mutual Indemnification), Section 7 (Limitation of Liability), Section 8 (Term and Termination), and Section 9 (General Provisions) will survive any termination or expiration of this Agreement.

GENERAL PROVISIONS

9.1 Governing Law and Venue. This Agreement shall be governed by and construed under the laws of the United States and the State of California and excluding its conflict of law rules. Both parties irrevocably consent to the exclusive personal jurisdiction of, and waive any venue objections against, the United States District Court for the Northern District of California, San Francisco Branch and the Superior Court of the State of California, County of San Mateo, in any litigation arising out of this Agreement.

9.2 Export Compliance. The C3 AI Software, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. You represent that You and your affiliates are not named on any U.S. government denied-party list. You shall not and shall not permit Users to access or use any C3 AI Software in a U.S. embargoed country or in violation of any export law or regulation of the United States or of any other applicable jurisdiction. You will not provide to Us any data or other item that requires Us to seek an export license or authorization from any United States agencies having jurisdiction.

9.3 High risk applications. C3 AI Materials are not intended for use in, and You agree the C3 AI Materials will not be used in, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, life support machines, or other equipment or applications in which the failure thereof could lead to death, personal injury, or severe physical or environmental damage, and We make no representations or product warranties regarding any such uses.

9.4 Unauthorized Use. Without limiting the foregoing, You acknowledge and agree that any unauthorized use of Our Confidential Information or C3 AI Materials will cause immediate and irreparable injury to Us and therefore money damages would be incalculable and insufficient, and We will be entitled, in addition to any other available remedies at law or in equity, to seek equitable relief, including immediate injunctive relief or specific performance or both, without bond and without necessity of showing actual monetary damages, with any competent court or enforcement agencies, including those in the United States and/or in the country in which You are domiciled. The prevailing party in any legal action related to this Agreement is entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

9.5 Audit Rights. You will maintain all records of Your, and Your User’s, use of the C3 AI Materials, C3 AI Runtime logs or records, and compliance with the Agreement for a period of three years after the end of the Subscription Term. Upon reasonable prior notice, We have the right, including through an appointed representative, no more than once every twelve (12) months, at Our expense, to examine such records and accounts during Your normal business hours to verify compliance with this Agreement.

9.6 Taxes. You are responsible for paying any taxes, if any, associated with the Program and Your use of C3 AI Software and C3 AI services hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this section, We will invoice You and You shall pay such amount on a net 30 basis unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.

9.7 Entire Agreement; Modifications; Assignment. This Agreement constitutes the entire agreement between You and Us regarding the C3 AI Software and support services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted; provided, however, We may modify this Agreement from time to time with notice to You to reflect changes to C3 AI Software, the C3 AI Accelerator Program, or applicable law; any such changes shall apply prospectively. You are responsible for Your affiliates’ compliance with the terms and conditions of this Agreement. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent, not to be unreasonably withheld. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.