Razviel Services Agreement

Version: v1.0 (2026-08-25)
Entity: Razviel LLC, a Delaware limited liability company
Acceptance: click-wrap at sign-up (single unchecked checkbox; IP, timestamp, version and text hash recorded)
Annexes incorporated by reference: Annex A — Data Processing Addendum (DPA.md) · Annex B — Acceptable Use Policy (§20 below)Annex A — Data Processing Addendum (DPA.md) · Annex B — Acceptable Use Policy (§20 below)

1. Parties, Acceptance and Structure

1.1 Parties. This Services Agreement (the "Agreement") is entered into between Razviel LLC, a Delaware limited liability company, 28 Geary St, Ste 650, PMB 671, San Francisco, California 94108, United States ("Razviel", "we", "us"), and the business entity that accepts this Agreement (the "Customer" or the "Brand"). Razviel and the Customer are each a "Party".

1.2 Acceptance. The Customer accepts this Agreement by checking the acceptance box at sign-up, by executing an Order Form that references it, or by using the Services. The person accepting represents that they are authorized to bind the Customer.

1.3 Structure. This Agreement incorporates by reference: (a) the Data Processing Addendum (Annex A), which governs Personal Information processed on the Customer's behalf; and (b) the Acceptable Use Policy (Annex B, §20), which defines prohibited use and is the objective trigger for suspension. Order Forms, if any, are incorporated when executed.

1.4 No legal advice; no professional services. Razviel provides customer-support infrastructure. Nothing in the Services is legal, tax, regulatory or compliance advice to the Customer.

2. Definitions

"Affiliate" means a participant in Razviel's referral or affiliate program, engaged under Razviel's separate Affiliate Agreement, who refers prospective customers to Razviel in exchange for a referral fee. An Affiliate is not a party to this Agreement, has no authority to bind Razviel or to make any representation about the Services (§17.1), and is not a corporate affiliate of Razviel. Where this Agreement refers to a corporate affiliate of a Party — an entity that controls, is controlled by, or is under common control with that Party — it uses the lower-case term "affiliate" (see §22.1). Participation in Razviel's affiliate or referral program is governed exclusively by the separate Affiliate Program Agreement, accepted separately; nothing in this Agreement entitles the Customer to any commission or referral payment.

"AI" means the automated systems Razviel operates as part of the Services, including the 24/7 automated support tier and the AI Manager that assists Human Nodes.

"Brand Policy Matrix" or "Matrix" means the structured policy artifact the Customer configures (case × customer segment × action, with a limit per cell), which defines what the Services are authorized to do on the Customer's behalf. See §5.

"Connected Account" means an account of the Customer with a third-party provider (helpdesk, e-commerce, tracking or similar) that the Customer connects to the Services.

"Customer Data" means the content and data the Customer or its end customers provide to, or generate within, the Services — including support conversations, transcripts, order references, and end-customer contact details processed on the Customer's behalf, and including content the Services generate in the Customer's name (§14.6).

"Fees" means the amounts payable by the Customer for the Services.

"Order Form" means a written ordering document — however titled, and including an electronic quote, statement of work or renewal schedule — that references this Agreement, identifies the Services, plan, term and Fees ordered, and is executed or otherwise accepted by both Parties. An Order Form is incorporated into this Agreement when accepted (§1.3) and controls only as to the specific terms it expressly negotiates (§23). Self-serve customers who subscribe through checkout have no Order Form; for them the plan and Fees shown at checkout govern.

"Human Node" or "Service Provider" means an independent contractor engaged by Razviel to handle escalated tickets through the Razviel console. A Human Node contracts with Razviel as an independent contractor either as an individual (a natural person contracting on their own account) or through their own business entity — both qualifications are accepted, and each Human Node contracts under its own written agreement with Razviel (the Node Master Agreement), never under this Agreement. In no case is a Human Node an employee, member of staff, personnel or agent of Razviel, and Razviel does not present them as such; nothing in the engagement creates an employment relationship between a Human Node and Razviel, or between a Human Node and the Customer. Razviel orchestrates the allocation of Human Nodes to modules of coverage; it does not employ them, does not control their personal circumstances, and does not guarantee the availability of any individual (see §3.8).

"Policy Gate" means the deterministic backend control that re-reads the applicable Matrix cell from source and permits an action only if the action is within the cell's allowed actions and within the cell's limit.

"Service-Generated Data" has the meaning given in §12.4.

"Services" has the meaning given in §3.

"Tier 2" means escalation of a ticket back to the Customer's own environment, as described in §3.5.

3. The Services

3.1 What the Services are. Razviel provides managed AI and human customer-support infrastructure: intake, classification, and resolution of the Customer's customer-support volume, performed by AI where the Customer's configured policy and Razviel's confidence controls permit, and by Human Nodes where human judgment is required, with escalation back to the Customer where the Customer has not delegated the decision.

3.2 Scope is broad and evolving (forward-compatible). The Services include, without requiring any amendment or additional order: native Razviel channels, inboxes, widgets and helpdesk functionality operated by Razviel; the console used by Human Nodes; the AI systems; the analytics, reporting and dashboards; and any successor or replacement functionality Razviel makes generally available for the same purpose. Razviel may add, modify, or discontinue features. Beta, preview and experimental functionality is provided without any obligation of continuity.

3.3 Third-party integrations are OPTIONAL and substitutable. The Services operate with or without any third-party helpdesk, e-commerce or tracking platform. Where the Customer chooses to connect such a platform (a Connected Account), the integration is a convenience, not a permanent component of the Services. Razviel makes no commitment that any specific third-party platform will remain supported, and the availability of the Services does not depend on any particular third party.

3.4 Assisted migration and portability. Where the Customer asks to move from a third-party integration to Razviel's native channels (or vice versa, or to another provider), Razviel may offer assisted data migration. Migration assistance is provided as part of the Services at Razviel's discretion, and does not create any warranty as to completeness or fidelity of third-party data.

3.5 The Tier 2 perimeter (what the Customer did not delegate returns to the Customer). The Services operate a cascade: automated resolution → Human Node resolution → escalation to the Customer. A ticket escalated to the Customer leaves the Razviel operating perimeter and is handled by the Customer in the Customer's own environment (its own helpdesk or Connected Account). Razviel is not responsible for the handling, timeliness or outcome of any escalated ticket after escalation. Each escalation carries the context package and a typed reason.

3.6 Human Nodes; dedication and coverage. Coverage and dedication, where offered, are attributes of the relationship between a Human Node and the Customer's brand — a dedicated professional working on the Customer's brand, on the Customer's timezone. Human Nodes are independent service providers orchestrated by Razviel — individuals or their own business entities (§2) — engaged under their own agreements with Razviel; they are not Razviel employees, staff or team members, and the Customer acquires no employment or agency relationship with them. Dedication describes how Razviel allocates coverage; it is not a commitment that any individual will be available, will work exclusively for the Customer, or will not be substituted (§3.8; Node Master Agreement §1.5).

3.7 Service levels. Unless an executed Order Form states otherwise, the Services are provided without a contractual service-level commitment. Availability targets published by Razviel are informational.

3.8 Human Node availability and continuity.

(a) No guarantee of any individual, of continuity, or of replacement. Human Nodes are independent service providers that Razviel orchestrates (§2, §3.6). Razviel does not guarantee the availability of any specific Human Node, the uninterrupted continuity of human coverage, or that a substitute will be available at any given moment. A Human Node's connectivity, availability, equipment and personal circumstances are outside Razviel's control.
(b) Commercially reasonable efforts to restore coverage. Where human coverage is interrupted, Razviel employs commercially reasonable efforts to restore it — including substitution by another certified provider, redistribution of tickets among available Human Nodes, and release of the affected module to Razviel's provider marketplace.
(c) Continuity is designed into the Services, not promised per individual. During any period of human unavailability, the AI tier continues to operate 24/7 and to resolve tickets within the Brand Policy Matrix (§5), and what it does not resolve is escalated to the Customer's own environment under §3.5 (Tier 2). Accordingly, the unavailability of one or more Human Nodes does not interrupt the Services as a whole, and is not a breach of this Agreement (§6.1).
(d) Remedies are those of this Agreement and no others. For human unavailability, the Customer's remedies are the service credit of §6.2, where Razviel determines in good faith that one applies, and the right to terminate under §10.2. For the avoidance of doubt, the unavailability of a Human Node does not entitle the Customer to a refund, to a pro-rata reduction or abatement of Fees, or to damages.
(e) Scope of this §3.8. This §3.8 addresses the availability of human coverage. The availability of the platform, of the AI and of every other component of the Services is addressed in §3.10, on the same terms.

3.9 Authorized Users and account credentials.

(a) Who may use the Services. The Customer may permit its employees, contractors and agents to access the Services on its behalf ("Authorized Users"). Access is granted per named user; credentials are personal and must not be shared, sold, lent or transferred.
(b) The Customer is responsible for its users. The Customer is responsible for the acts and omissions of its Authorized Users as if they were its own, including their compliance with this Agreement, with §15 and with the Acceptable Use Policy (§20), and including any configuration of the Matrix (§5.6) or instruction to the Services that an Authorized User makes.
(c) Custody of credentials. The Customer is responsible for keeping its account credentials, API keys and Connected Account authorizations secure, for the activity that occurs under them, and for promptly notifying Razviel of any suspected compromise or unauthorized access. Razviel is entitled to treat any instruction or action taken through the Customer's credentials as authorized by the Customer, and is not liable for loss arising from the Customer's failure to safeguard them.

3.10 Service availability and continuity (platform and AI).

(a) No guarantee of uninterrupted or error-free operation. The platform, the AI and any other component of the Services may become temporarily or partially unavailable, degraded, delayed or interrupted — including because of infrastructure, hosting, network or storage conditions; the unavailability, degradation, rate-limiting or change of an AI model provider or other third party on which the Services depend (§4.5, §11A, §18); planned or emergency maintenance; defects; security incidents; or causes outside Razviel's reasonable control. Razviel does not guarantee that the Services, the platform or the AI will be available, uninterrupted, timely, secure or error-free (§3.7, §6.1). Availability targets Razviel publishes are informational (§3.7).
(b) Commercially reasonable efforts to restore — an obligation of means, never of result. Where the platform, the AI or any component of the Services is unavailable or degraded, Razviel employs commercially reasonable efforts to restore availability — including failover, recovery, re-processing of affected tickets, and substitution of an affected provider, model or component where practicable. The commitment this Agreement makes is one of MEANS — continuity of the operation and commercially reasonable effort — and is never a commitment of RESULT.
(c) Unavailability is not a breach. Unavailability, degradation or interruption — of the platform, of the AI, or of human coverage (§3.8) — is not a breach of this Agreement (§6.1), and is not the failure of any warranty, none being given (§6.1).
(d) Remedies are those of this Agreement and no others. For any such unavailability the Customer's remedies are closed: the service credit of §6.2, where Razviel determines in good faith that one applies, and the right to cancel under §10.2(a). For the avoidance of doubt, unavailability of the platform, of the AI or of human coverage does not entitle the Customer to a refund, to a pro-rata reduction or abatement of Fees, or to damages (§10.2(c); the refund of §10.2(b) applies only where RAZVIEL terminates for convenience, and never on a cancellation by the Customer or on any unavailability), and §9.8 applies to any attempt to recover Fees by chargeback, payment dispute or reversal on that basis.

3.11 Digital-only delivery; the Services are only what this §3 describes.

(a) Everything is supplied digitally. The Services are provided exclusively by digital means, through the platform, the Connected Accounts and the digital channels described in this §3. Razviel owes, delivers and is required to provide nothing physical — no goods, hardware, devices, media, printed or physical documents, certificates or materials, no on-site presence, visit, meeting, training or installation, and no delivery to any physical address. Nothing physical is owed, delivered or demandable under this Agreement. Razviel may, at its sole discretion and as a mere courtesy, send a physical item (for example, a card or gift). Doing so is a gratuity, not a deliverable: it creates no obligation, no entitlement, no expectation of recurrence and no course of dealing, and does not modify this §3.11.
(b) All valid communications are electronic. Every notice, record, instruction, report and communication between the Parties under this Agreement is given in-product or by email, on the terms of §25.2 (notices and deemed-given) and §25.8 (electronic contracting; the acceptance record satisfies any writing or signature requirement). Neither Party is entitled to require any communication, notice, record or signature in physical form, and none is owed.
(c) No deliverable beyond this §3. The Customer is not entitled to require any deliverable, output, artifact, report, service or performance beyond what this §3 describes. Consistent with §17.1 (anti-reliance) and §17.3 (entire agreement), the Services are only what this Agreement expressly says they are, and no other deliverable — physical or otherwise — is owed, whatever may have been said, shown or assumed elsewhere. This §3.11 does not narrow §3.2 (scope is broad and evolving) or §3.4 (assisted migration), each of which remains digital in every case.

3.12 Self-service platform; no implementation, consulting or training services.

(a) What the platform provides. The Services are supplied on a self-service basis. The platform provides, as part of the Services and at no additional charge, the in-product means by which the Customer configures its own account — the guided onboarding flow, the configuration assistant that helps the Customer produce its Brand Policy Matrix in natural language (§5.1), the sandbox in which the Customer may test its configuration before it reaches an end customer, and the in-product help and support surfaces Razviel makes generally available. Those are features of the Services, and nothing in this §3.12 narrows them.
(b) What is not part of the Services. Implementation, deployment, integration engineering, data migration beyond §3.4, business or operational consulting, policy authorship, configuration of the Customer's account performed by Razviel on the Customer's behalf, and training of the Customer's personnel are not part of the Services and are not owed under this Agreement. No Fee paid under this Agreement purchases any of them, none is a component of or a condition of the Services, and the absence of any of them is not a deficiency of the Services (§6.1).
(c) Configuring the account is the Customer's own act. Consistent with §5.6, the Customer is responsible for configuring its own account — its Connected Accounts (§4), its Brand Policy Matrix and cell limits (§5), its Authorized Users (§3.9), its channel and routing allocation, and the accuracy of everything it enters. Where the Customer uses the configuration assistant, the assistant helps the Customer express the Customer's own policy: the resulting configuration is the Customer's instruction (§5.1) and the Customer's responsibility, and Razviel does not thereby author, approve, validate or endorse it.
(d) Assistance is a courtesy, never an obligation. Razviel may, at its sole discretion, assist a Customer — by answering a question, looking at a configuration, or performing a step on request. Any such assistance is a commercial courtesy: it is discretionary, may be refused or withdrawn at any time and without reason, and creates no obligation to assist again, no service level, no response time, no course of dealing and no expectation of recurrence. Assisting does not make the assisted matter Razviel's responsibility (§5.6), and §17.4 applies.
(e) What this clause does not reach. This §3.12 defines the scope of what Razviel is obliged to perform for the Customer. It does not reduce, waive or qualify any obligation Razviel owes under the Data Processing Addendum (Annex A) — including its security measures (DPA §4), its incident notification clocks (DPA §5), its assistance with consumer-rights requests and with the Customer's assessments (DPA §3.2, §3.3), and its information and audit obligations (DPA §11) — nor the assisted migration Razviel offers under §3.4, nor anything else this Agreement expressly requires Razviel to do. Where an executed Order Form expressly purchases implementation, consulting or training services, that Order Form controls as to those services (§23).

3.13 Plan capacity and coverage.

(a) Capacity is what the plan defines. The Services are supplied within the capacity of the plan the Customer subscribes — the monthly volume of automated resolution, the number of Human Nodes, and the coverage windows shown at checkout or in an executed Order Form, together with any channel and routing allocation the Customer configures (§5). Capacity is a ceiling on what Razviel processes; it is not a target, not a forecast, and not a commitment of throughput.
(b) Excess volume. Where the Customer's volume exceeds the capacity of its plan, the excess is escalated to the Customer under §3.5, and Razviel may invite the Customer to increase its plan, which changes only at the Customer's own request, as §3.13(d) provides. Razviel never charges for volume beyond the plan: the Fees are the Fees of the plan the Customer subscribes, and nothing else (§9.1).
(c) Excess is not a deficiency. Volume in excess of the plan's capacity, and its escalation under (b), are not a breach of this Agreement, are not a deficiency, interruption or incorrect action of the Services, and give rise to no service credit (§6.2), refund, pro-rata reduction or abatement of Fees (§10.2(c)). §3.10(c) and §6.1 apply.
(d) The Customer controls its own capacity; Razviel controls when a change takes effect. The Customer may increase or decrease its plan at any time from its self-serve settings. An increase of automated capacity alone takes effect immediately on acceptance, and the difference is invoiced immediately. An increase that involves Human Nodes ordinarily takes effect, and is invoiced, when the Human Node is in place, and where a single request increases both, Razviel ordinarily gives effect to the request as a whole at that moment. Razviel may instead give effect to, and invoice, any increase on acceptance. Until a request has taken effect the Customer may ask Razviel to withdraw it, and Razviel ordinarily does so; Razviel is not obliged to, and may itself withdraw a request it has not yet given effect to. A decrease takes effect at the end of the period already paid for, with no proration, credit or refund for capacity not used (§9.1, §10.2(c)). Choosing not to increase capacity, and the consequences of that choice, are the Customer's own (§15.2(b)).

4. Connected Accounts and Third-Party Platforms

4.1 Connected Account Authorization. By connecting a Connected Account, the Customer authorizes Razviel to access and operate that account on the Customer's behalf, within the scope the Customer grants, for the purpose of providing the Services. The Customer is presented with, and consents to, the provider list and the read/write scope per provider at the time of connection. Typical providers are helpdesk, e-commerce and order-tracking platforms (for example, Gorgias and Shopify); the specific providers and scopes are those shown in the Customer's connection settings.

4.2 Right-to-Grant Warranty. The Customer represents and warrants that (a) it owns or is entitled to use each Connected Account, (b) its own agreements with each third-party provider permit it to grant Razviel the access it grants, and (c) it will maintain that entitlement for as long as the connection is active. The Customer remains solely responsible for its relationship with, and its obligations to, each third-party provider — including its own subscription, its own compliance with that provider's terms, and any restriction that provider imposes on the Customer.

4.3 Razviel is not a party to the Customer's third-party terms. Razviel acts under the Customer's authorization and instruction when operating a Connected Account. Razviel does not assume the Customer's obligations to any third-party provider.

4.4 Revocation and effect. The Customer may revoke a connection at any time from its settings. On revocation: Razviel ceases to access that account; any Services functionality that depends on that account stops; open tickets that require that account may be escalated to the Customer under §3.5; and Fees are not reduced or refunded for the remainder of the then-current billing period.

4.5 Third-party dependency disclaimer. The Services orchestrate third-party APIs. Degradation, rate-limiting, suspension, change or discontinuation of any third-party platform or AI provider is outside Razviel's control and is addressed in §11A (third-party infrastructure and the standard of care) and §18 (Force Majeure).

5. The Brand Policy Matrix, the Policy Gate, and Agency for Financial Actions

This section is the contractual bridge to the product's central control. Read it together with §6 (Risk Allocation).

5.1 The Matrix is the Customer's instruction. The Customer configures a Brand Policy Matrix: for each support case, and for each customer segment, the actions the Services are permitted to take and, for actions that move value (refund, store credit, discount and similar), the monetary limit of that action. The Matrix is a living document: the Customer may extend or amend it at any time, including by instructing Razviel's configuration assistant in natural language. The Matrix in force at the moment of a decision is the Customer's standing instruction to Razviel.

5.2 Agency for Financial Actions. The Customer appoints Razviel as its agent of limited mandate to execute, in the Customer's name and on the Customer's account, the actions the Matrix authorizes — including refunds, cancellations, order edits, store credit and discounts — within the limits stated in the applicable Matrix cell. An action taken within the Matrix is an action taken on the Customer's instruction, and the business decision behind it is and remains the Customer's.

5.3 The Policy Gate. Before executing any action that moves value, a deterministic backend control re-loads the applicable Matrix cell from source and permits the action only if the action is among the cell's allowed actions and its value is within the cell's limit. Actions outside the Matrix are blocked by construction. An end customer's request, insistence, or agreement is never an override.

5.4 The cell limit is the Customer's own quantified error budget. The Customer acknowledges that it sets each cell limit precisely in order to bound the financial impact of any single automated or human decision. The worst outcome of an in-policy action is the amount the Customer itself defined as acceptable. The Customer accepts that outcome as an ordinary and pre-accepted cost of the Services.

5.5 The Policy Gate is best-effort, not a guarantee — express assumption of risk. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT:

(a) AI SYSTEMS AND HUMAN SERVICE PROVIDERS MAKE MISTAKES, AND THE SERVICES ARE NOT, AND ARE NOT REPRESENTED TO BE, ERROR-FREE;
(b) THE POLICY GATE IS A BEST-EFFORT ARCHITECTURAL CONTROL, NOT A WARRANTY THAT NO ACTION WILL EVER BE EXECUTED OUTSIDE THE MATRIX;
(c) THE SERVICES ARE AN EVOLVING PRODUCT THAT WILL CONTAIN DEFECTS, IMMATURITIES AND CHANGES; AND
(d) THE CUSTOMER EXPRESSLY ASSUMES THE RISK OF ORDINARY OPERATIONAL ERROR, WHETHER ARISING FROM THE AI, FROM A HUMAN NODE, FROM A DEFECT, OR FROM A FAILURE OF THE POLICY GATE ITSELF.

5.6 Configuration is the Customer's responsibility (garbage in, garbage out). The quality of the Services is a direct function of the quality of the Customer's inputs. The Customer is solely responsible for the accuracy, completeness, lawfulness and commercial soundness of the Matrix, its policies, its product and pricing data, its account configurations, and the content of its Connected Accounts. Razviel has no duty to second-guess the Customer's policy.

5.7 Coverage gaps route to the Customer. Cases the Matrix does not cover are escalated to the Customer under §3.5 by design. The volume of such escalations is a function of the Customer's configuration.

6. Risk Allocation — the Three Walls

This section, together with §5.5 and §7, is the core commercial bargain of this Agreement. The Fees are set on the basis of this allocation.

6.1 Wall one — ordinary error is not a breach. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, RAZVIEL DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. An ordinary operational error — an incorrect automated decision, an incorrect action by a Human Node, a defect, or a failure of the Policy Gate — is not a breach of this Agreement.

6.2 Wall two — service credit is the sole and exclusive remedy. For any operational error, deficiency, interruption, or incorrect action arising from the Services, the Customer's sole and exclusive remedy is a service credit applied against Fees, in an amount Razviel determines in good faith by reference to the impact of the event. Razviel will state the basis of its determination in writing on the Customer's request. Where the event materially affected the Services for a continuous period, the credit will be no less than the pro-rata portion of the Fees for that period. The Customer may, within thirty (30) days of a determination, ask Razviel to reconsider it, stating why; Razviel will reconsider in good faith and respond in writing. This §6.2 remains the sole and exclusive remedy, and nothing in this paragraph creates any right to damages, refund, pro-rata reduction or abatement of Fees. Service credits are applied against Fees and are not otherwise cash-redeemable. A service credit accrued or claimed before termination survives it and is settled in cash where no Fees remain against which to apply it.

6.3 Wall three — limitation of liability.

(a) Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF GOODWILL OR REPUTATION, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.

(b) Aggregate cap. RAZVIEL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, UNDER ANY THEORY (CONTRACT, TORT, STATUTE, NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), WILL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO RAZVIEL IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. The Parties, each a sophisticated commercial entity, expressly agree that this limitation extends to gross negligence, and that Delaware law governs its enforceability (§8).

(c) The sole carve-out — Razviel's own fraud or willful misconduct. The cap in §6.3(b) and the exclusion in §6.3(a) do not apply to Razviel's own fraud or willful misconduct. For the purposes of this §6.3(c):
(i) "fraud" means deliberately deceiving the Customer, including knowingly reporting an action as executed when it was not, or knowingly reporting false metrics;
(ii) "willful misconduct" means an act or omission of Razviel itself, taken with actual knowledge that the act or omission was wrongful and would cause harm — and it does not include negligence of any degree, errors of judgment, acts or omissions of Human Nodes, or the acts, omissions, failures or security incidents of third-party providers (§11A); and
(iii) "of Razviel itself" / "Razviel's own" means conduct of Razviel acting through its officers, members or employees. Conduct of a Human Node, of a subprocessor, or of any other third party is never conduct of Razviel itself for the purposes of this carve-out, and is governed by §6.3(b), §11A and, where applicable, DPA §8.6.
No other exception applies, and nothing in this §6.3(c) enlarges the exceptions to the cap beyond the two named in it.

(d) Customer obligations not capped. The cap in §6.3(b) does not limit the Customer's obligation to pay Fees, or the Customer's indemnification obligations under §16.2.

(e) Independent of remedy. THE LIMITATIONS AND EXCLUSIONS IN THIS §6.3 APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, including the service credit of §6.2 and the exclusive remedy of §12.7.

(f) Blue-pencil. If the extension of these limitations to gross negligence is held unenforceable, they remain fully applicable to all other liability, and only the words extending them to gross negligence are severed; the remainder of this §6.3 stays in force as written (§25.3). The carve-out in §6.3(c) is unaffected by any such severance, and is not enlarged by it: gross negligence remains outside §6.3(c), which reaches only fraud and willful misconduct as defined there.

6.4 Allocation of risk is the bargain. The Customer acknowledges that the Fees reflect this allocation of risk, and that Razviel would not provide the Services on these terms without §§5.5, 6.1, 6.2 and 6.3.

7. Time Limit to Bring a Claim

7.1 Twelve months. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE EVENT GIVING RISE TO THE CLAIM, AND IS PERMANENTLY BARRED THEREAFTER.

7.2 Savings clause. If the period in §7.1 is held unenforceable in whole or in part, the applicable period will be the shortest period permitted by applicable law, and the remainder of this Agreement remains in effect.

8. Governing Law, Forum, Jury and Class Waivers

8.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

8.2 Exclusive forum. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any dispute arising out of or relating to this Agreement, and waive any objection based on venue or inconvenient forum. The Parties have not agreed to arbitration.

8.3 Jury waiver. EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY in any proceeding arising out of or relating to this Agreement.

8.4 Class action waiver. Each Party agrees to bring claims only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. If this §8.4 is held unenforceable, it is severed and the remainder of §8 (including §8.3) survives.

8.5 Injunctive relief. Either Party may seek injunctive or equitable relief in the courts of §8.2 to protect its Confidential Information or intellectual property.

8.6 Informal resolution first.

(a) Notice of dispute. Before filing any proceeding arising out of or relating to this Agreement or the Services, the Party raising the dispute will send the other Party a written notice of dispute (§25.2) describing, in reasonable detail, the nature and basis of the dispute, the facts giving rise to it, and the relief sought.
(b) Thirty days of good-faith negotiation. For thirty (30) days after that notice is given, the Parties will negotiate in good faith to resolve the dispute, each acting through a representative with authority to settle it. No proceeding may be filed before that period ends, except as (d) permits.
(c) The claim period is tolled. The twelve-month period in §7.1 is tolled from the day the notice of dispute is given until the day the thirty-day period ends, and resumes thereafter. Nothing in this §8.6 extends that period other than by that tolling, and a failure to send a notice of dispute does not extend it at all.
(d) Urgent and injunctive relief excepted. This §8.6 does not prevent either Party from seeking, at any time and without prior notice or waiting period, the injunctive or equitable relief of §8.5 or any other urgent or interim relief necessary to prevent imminent and irreparable harm, and does not delay Razviel's exercise of any right under §9.7, §10.3 or §10.4.
(e) Condition precedent. Compliance with (a) and (b) is a condition precedent to filing a proceeding subject to this §8.6. This §8.6 is the "dispute process of this Agreement" referred to in §9.3 and §9.8, and it neither creates nor implies any obligation to arbitrate (§8.2).

9. Fees, Billing and Taxes

9.0 Trial.

(a) The free trial. Razviel may offer a free trial period of the Services, of the duration published at sign-up (as of this version, fourteen (14) days). During the trial the Customer has access to the Services without paying Fees.
(b) Conversion — the event is the first invoice paid. Unless the Customer cancels before the trial period ends, the trial converts automatically into a paid subscription to the plan selected at sign-up, on the billing cycle and at the Fees then published. Conversion occurs when, at the end of the trial period, the first invoice of the subscription is paid — that is, on the first successful charge of the payment method on file (§9.1). If no charge succeeds, there is no conversion: the Customer's access to the Services ends, and no Fee is owed for the trial period. §9.1 applies from the moment of conversion.
(c) Either Party may end the trial at any time. The Customer may cancel during the trial from its self-serve settings; Razviel may end, shorten or withdraw a trial at any time, with such notice as is practicable, and is not required to state a reason. Nothing in a trial creates any entitlement to continued access, to a further trial, or to any particular Fee.
(d) NO REMEDY APPLIES DURING THE TRIAL. DURING THE TRIAL PERIOD THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY WHATSOEVER, AND NO REMEDY UNDER THIS AGREEMENT APPLIES — INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE SERVICE CREDIT OF §6.2, WHICH IS MEASURED AGAINST FEES AND THERE ARE NONE. THE CUSTOMER'S ONLY REMEDY DURING A TRIAL IS TO STOP USING THE SERVICES.
(e) Everything else applies from the first access. All other provisions of this Agreement apply in full from the Customer's first access to the Services, whether or not any Fee has been paid — including, without limitation, §5 (the Matrix, the Policy Gate and the assumption of risk), §6 (risk allocation and limitation of liability), §12 (data and intellectual property), §14 (AI disclosure), §17 (anti-reliance) and §20 (the Acceptable Use Policy), together with §§7, 8, 11, 13, 15, 16 and 25.
(f) One trial per store, not per account. The free trial is available once for each distinct Shopify store connected to the Services. A Customer operating more than one store — an agency, or a brand with several storefronts — may take a trial for each store. A store that has already had a trial does not get another as of right. A store on which any invoice has been paid never receives another free trial, in any circumstances. Where a store's trial did not convert, Razviel may, in its sole discretion, make a further free period available — today, no earlier than sixty (60) days after the end of the earlier one — and may change, restrict or withdraw that at any time, without notice and without cause; that store may subscribe to a paid plan at any time in the meantime. These rules apply whether or not the store is later connected under a different account. Creating additional workspaces remains free at all times.
(g) Disconnecting an integration during a trial. Before the trial begins, the Customer may connect and disconnect its integrations freely and without consequence. The trial begins when a Human Node is assigned to the Customer's store, and from that moment: (i) disconnecting a required integration pauses the trial, because the Services cannot operate without it; (ii) the Customer may reconnect within two (2) hours and the trial resumes where it stopped, with no time lost — this window exists for the disconnection made in error; (iii) after that window the trial is treated as ended, and reconnecting the same store within fourteen (14) days is subject to review before the Services resume, which Razviel applies to protect against repeated free periods for the same store; and (iv) Razviel ordinarily holds the Human Node allocated to the Customer's store for five (5) days from the disconnection — the same window as §9.7 — before returning the position to its pool, and is not obliged to hold it, to hold it for any period, or to reallocate the same Provider on reconnection. Nothing in this paragraph obliges Razviel to restore a paused trial, and time spent paused is not added to the trial period.

9.1 Fees and billing. The Customer pays the Fees for the plan it selects, in advance, on the billing cycle shown at checkout, through Razviel's payment processor. All Fees are stated and payable in U.S. dollars. By subscribing, the Customer authorizes Razviel and its payment processor to charge the payment method on file, on a recurring basis, for the Fees due on each billing cycle and on each renewal (§9.2), until the subscription is canceled; the Customer will keep that payment method valid and current. Fees are non-refundable except as expressly provided in §10.2(b), §12.7 and DPA §8.3.

9.2 Auto-renewal. Subscriptions renew automatically for successive periods of the same length unless either Party gives notice of non-renewal at least thirty (30) days before the end of the then-current period. Razviel may change Fees effective on renewal with at least thirty (30) days' prior notice.

9.3 No setoff. The Customer will pay all Fees when due without setoff, deduction, counterclaim or withholding of any kind, including on account of any dispute. Disputes are pursued separately under §6 and §8, beginning with the informal resolution process of §8.6; payment continues.

9.4 Late payment. Undisputed amounts not paid when due accrue interest at 1.5% per month, or the maximum permitted by law if lower, plus reasonable collection costs.

9.5 Taxes. Fees are exclusive of taxes. The Customer is responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on Razviel's net income. If Razviel is required to collect such taxes, they are added to the invoice. Amounts payable are grossed up for any required withholding.

9.6 Pricing error correction. Automated self-serve billing can misprice. Razviel may correct a demonstrable pricing or billing error, including after an invoice has issued or been paid, by adjustment or credit, with notice to the Customer.

9.7 Suspension for non-payment. Where an undisputed amount is overdue, Razviel may suspend the Services, in whole or in part, at any time and with such notice as is practicable or none (§10.4(c)).
Without limiting that right, Razviel ordinarily applies two stages, both running from the end of the billing period the payment was due for and never from an individual retry attempt: (a) for one (1) day, automated resolution is frozen — the Services generate no reply, tickets continue to be received and classified, and the Customer sees the state of its account and what to do about it; and (b) for the five (5) days that follow, the Human Nodes allocated to the Customer are on standby and the Customer's coverage shows the state, after which the allocation ends and the positions return to Razviel's pool.
Those two stages describe Razviel's ordinary practice. They are not a commitment, they create no entitlement to the Services, to a period of grace or to continued allocation while an amount is overdue, and Razviel may shorten, omit or vary them at any time, without notice and without cause. Suspension does not relieve the Customer of accrued Fees.

9.8 Chargebacks — dispute here first. The Customer will raise any billing dispute with Razviel first, through the dispute process of this Agreement — the informal resolution of §8.6, and thereafter §6 and §8. Initiating a chargeback, payment dispute or reversal with a card network, bank or payment processor in respect of Fees that were duly invoiced, without having first pursued that process, is a material breach of this Agreement. It entitles Razviel to suspend the Services under §10.4, and the Customer remains liable for the disputed amount together with any processor or network fee incurred and reasonable collection costs (§9.4). This §9.8 complements §9.3 (no setoff): payment continues while a dispute is pursued. Nothing in this §9.8 purports to waive any right the Customer may have under card-network rules; it allocates, as between the Parties, the costs and consequences of a chargeback.

10. Term, Suspension and Termination

10.1 Term. This Agreement begins on acceptance and continues until terminated.

10.2 Termination for convenience.

(a) By the Customer — cancel at any time. The Customer may cancel at any time, from its self-serve settings or by written notice. Cancellation takes effect at the end of the then-current billing cycle, and the Services continue until then. A cancellation under this §10.2(a) also operates as notice of non-renewal for the purposes of §9.2, whenever in the cycle it is given.
(b) By Razviel. Razviel may terminate for convenience on thirty (30) days' written notice. On a termination by Razviel for convenience under this §10.2(b), Razviel refunds the prepaid, unused portion of the Fees for the remainder of the then-current billing cycle — the only refund this Agreement provides besides §12.7 and DPA §8.3. This refund does not apply to any other ending of the Services: it does not apply to a cancellation by the Customer under §10.2(a), to a suspension under §9.7 or §10.4, to a termination for cause under §10.3, or to any unavailability, degradation or interruption of the Services (§3.8, §3.10, §11A, §18), for which no refund, pro-rata or abatement of any kind is due.
(c) No refund and no pro-rata. Except for the refund expressly provided in §10.2(b), Fees for the then-current billing cycle, and for any prior cycle, are non-refundable (§9.1) and are not reduced, pro-rated or abated for the unused remainder of the cycle.
(d) Dormancy after cancellation. A cancellation by the Customer under §10.2(a) does not terminate this Agreement. When the cancellation takes effect, the Customer's account enters a dormant period: the Services are not provided and no Fees accrue, and Razviel keeps the Customer's account, configuration, Brand Policy and Customer Data, in encrypted form, so that the Customer may resume a subscription without having to rebuild them. Dormancy has no fixed end: it lasts for as long as the Customer's account exists. Razviel preserves the dormant copy with the same care as the Services and restores it on reactivation; preservation is subject to §10.4, to DPA §10.3 and to the limitations of liability of this Agreement, and Razviel may terminate this Agreement during dormancy only on ninety (90) days' written notice. This Agreement terminates — and §10.5 and §10.6 apply from that date — at the earliest of: (i) the expiry of a notice from Razviel under this paragraph; (ii) the Customer's written request, at any time during dormancy, that its account be closed or its data deleted; or (iii) a termination under §10.2(b), §10.3 or §10.4. Dormancy does not suspend the DPA (Annex A): data obtained through a commerce-platform integration remains subject to the platform clock of DPA §10.3 if the Customer uninstalls that integration's application during dormancy, and deletion instructions and consumer requests are honored during dormancy as at any other time. Razviel does not keep the credentials of the Customer's Connected Accounts during dormancy, so reconnecting a Connected Account may be required on reactivation; that reconnection is not a loss of configuration or data.

10.3 Termination for cause. Either Party may terminate for material breach not cured within fifteen (15) days of written notice, or immediately on the other Party's insolvency.

10.4 Suspension. Razviel may suspend the Services or any part of them, in whole or in part, immediately and with such notice as is practicable, where: (a) the Customer breaches the Acceptable Use Policy (Annex B, §20); (b) there is a security risk to the Services, to Razviel, or to other customers; (c) Fees are overdue under §9.7; (d) the Customer loses the right to grant access to a Connected Account (§4.2); (e) continued provision would cause Razviel to violate law or a third party's rights; (f) the Customer initiates a chargeback in breach of §9.8; or (g) Razviel, in its sole discretion, determines that continued provision to the Customer presents a risk — operational, legal, reputational or of any other nature — to Razviel, its service providers, its other customers or any third party. Razviel is not required to disclose its internal assessment. The Acceptable Use Policy is the objective trigger for suspension under (a); paragraph (g) is a discretionary backstop that operates independently of (a) through (f) and is not limited by them.

10.5 Effect of termination. On termination: the Customer's access ends; open tickets are returned to the Customer under §3.5; accrued Fees become immediately due; and §§2, 3.5, 3.9, 3.12, 4.2, 5.4, 5.5, 6 (including the service credit of §6.2 to the extent §6.2 provides for its survival and cash settlement), 7, 8, 9, 10.5, 10.6, 10.7, 11, 11A, 12 (including §12.8 (ownership; restrictions) and §12.9 (trademarks) — the license in §12.8(b) does not survive, it ends with the term), 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24 and 25 survive.

10.6 Data on termination. Razviel makes Customer Data available for export for thirty (30) days after termination, and then deletes or de-identifies it in accordance with the DPA (Annex A). Two exceptions survive: (a) de-identified and aggregated data and Service-Generated Data are retained permanently under §12.4; and (b) records of abusive, fraudulent or policy-violating conduct by end customers may be retained for fraud prevention and platform-integrity purposes.

10.7 Exercise of rights; no liability. The exercise by Razviel of any right under this §10 — suspension, termination, or refusal to renew — is not a breach of this Agreement and gives rise to no liability of Razviel beyond §6, whose walls and cap apply in full to any claim arising from that exercise. Razviel is under no obligation to disclose, state or substantiate the internal reasons for a decision under §10.4(g) or §10.2(b), and no such decision is subject to review, appeal or a cure period under this Agreement. Razviel may also decline to accept, or to renew, any customer, at its sole discretion. Nothing in this §10.7 affects the refund expressly provided in §10.2(b), the export window of §10.6, or any right the Customer holds under the DPA (Annex A). Where Razviel suspends or terminates under §10.4(g) and the Customer is not in breach of this Agreement, Razviel refunds the prepaid, unused portion of the Fees for the remainder of the then-current billing cycle. That refund is the Customer's sole remedy in respect of such a suspension or termination, and does not qualify Razviel's discretion under §10.4(g), its right not to disclose its assessment, or the absence of review, appeal or cure period.

11. Confidentiality

11.1 Mutual obligation. Each Party will protect the other's Confidential Information with at least reasonable care, use it only to perform this Agreement, and disclose it only to personnel, service providers and advisors bound by confidentiality obligations no less protective. "Confidential Information" means non-public information disclosed by a Party that is marked confidential or that a reasonable person would understand to be confidential.

11.2 Exceptions. The obligation does not apply to information that is or becomes public through no fault of the recipient, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party. Disclosure compelled by law is permitted with prompt notice where lawful.

11.3 The chain reaches the individual. Every Human Node, and every Razviel service provider with access to Customer Data, is bound by a written confidentiality obligation. See DPA §9.

11A. Third-Party Infrastructure and the Standard of Care

This section states what Razviel actually owes in respect of the third parties the Services run on. Read it together with §3.10 (availability), §6 (risk allocation), §18 (force majeure) and the DPA (Annex A).

11A.1 The Services are built on third-party infrastructure, and Razviel is itself a customer of it. The Services run on infrastructure operated by reputable third-party providers — including hosting and network providers, database and backend platforms, AI model providers, payment processors and similar services (each an "Infrastructure Provider"; those that process Personal Information on the Customer's behalf are listed in DPA §8.2). Razviel is itself a customer of each Infrastructure Provider. Razviel does not own, control or operate their systems, and cannot prevent their failures, outages, defects, changes, discontinuations or security incidents.

11A.2 What Razviel does commit to — an obligation of MEANS at the standard of the industry, never of result. Razviel's commitment in respect of the security and operation of the Services is an obligation of means measured against industry standard practice, and is never a warranty that no failure, outage or security incident will occur (§6.1, §3.10(b)). That commitment is to:
(a) implement and maintain commercially reasonable technical and organizational measures, and an architecture consistent with recommended practice — the measures described in DPA §4;
(b) select Infrastructure Providers with reasonable care, having regard to their security posture, reputation and contractual commitments;
(c) flow down to them, by written contract, data-protection and confidentiality obligations no less protective than those Razviel owes the Customer (DPA §8.6); and
(d) execute the incident response of DPA §5, including its notification clocks, where an incident affects Personal Information Processed on the Customer's behalf.

11A.3 Having met that standard, a third-party failure is not a breach by Razviel. Where Razviel has met the standard of §11A.2, the failure, unavailability, degradation, defect, change, discontinuation or security incident of an Infrastructure Provider is not a breach of this Agreement by Razviel. Such an event is addressed by §18 (Force Majeure), by the walls of §6 (§6.1 — not a breach, and no warranty, none being given; §6.2 — the service credit as the sole and exclusive remedy), by §3.10 (availability and the closed remedies) and, as to Personal Information, by the DPA. In every case, any residual liability of Razviel for an event originating with a third party remains subject to §6.3, including the aggregate cap in §6.3(b).

11A.4 Nothing here reduces the DPA — liability is CHANNELED, not eliminated. Nothing in this §11A reduces, waives or qualifies any obligation Razviel owes under the DPA (Annex A). In particular, DPA §8.6 stands: Razviel remains fully liable to the Customer for the performance of its subprocessors, subject to §6.3. The subprocessor chain of DPA §8 — including the notice-and-objection mechanics of §8.3 and the flow-down of §8.6 — remains intact in full.

12. Data and Intellectual Property

12.1 Customer Data belongs to the Customer. As between the Parties, the Customer owns all Customer Data, including support conversations, transcripts and end-customer records processed through the Services. Razviel claims no ownership of Customer Data. Where the Customer's tickets originate in a Connected Account, they remain the Customer's data; the third-party platform is a tool, not an owner.

12.2 License to Razviel. The Customer grants Razviel a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, analyze and otherwise use Customer Data (a) to provide, secure and support the Services, and (b) to improve the Services for that Customer. Both limbs stop at the Customer's own account (§12.3).

What limb (b) is, so that the line is not guessed at. Razviel uses the Customer's own resolved tickets to answer that same Customer's later tickets — retrieving similar past cases and drawing on the ones that worked, so the Services get better at that Customer's business. It is retrieval and curation at the time of answering: no model is trained, fine-tuned or otherwise modified, and the material never leaves the Customer's account.

12.3 No cross-brand improvement. No Customer Data, in any form, crosses from one customer's account to another — not raw tickets, not transcripts, not attachments, not customer-specific memory, not identifiers, and not de-identified, aggregated or derived material drawn from any of them. Razviel operates no cross-customer improvement, and does not train AI or machine-learning models on Customer Data at all.

If that ever changes. Two things would each require the Customer's separate, prior, written consent — asked for on its own, optional, and recorded on its own: (a) any use of Customer Data to improve Razviel's models beyond the Customer's own account; and (b) any training or fine-tuning of a model on Customer Data at all, including a model that would serve only that Customer. Neither consent is asked for nor held today, and neither use occurs. Until one is asked for and given, the paragraph above governs without exception.

12.4 Service-Generated and Aggregated Data belongs to Razviel. Razviel exclusively owns all Service-Generated Data — meaning models, model weights, embeddings, statistical patterns, learning-engine outputs, classifications, benchmarks, aggregated and de-identified datasets, analytics, know-how and all improvements to the Services derived from operating them. Service-Generated Data contains no personal information and no customer-identifying content. Razviel's ownership of Service-Generated Data survives termination, and neither the Customer nor any third party (including any third-party platform through which data was captured) acquires any right in it. For the avoidance of doubt, Razviel does not claim ownership of raw Customer Data (§12.1).

12.5 Razviel IP. Razviel owns the Services, its software, models, interfaces, documentation and brand. No rights are granted except the limited right to use the Services during the term.

12.6 Feedback. The Customer grants Razviel a perpetual, irrevocable, royalty-free license to use any feedback, suggestion or idea it provides, without obligation or attribution.

12.7 IP indemnity and mitigation. Razviel will defend the Customer against a third-party claim that the Services, as provided by Razviel, infringe that third party's intellectual property, and will pay amounts finally awarded, subject to §6.3(b). If such a claim arises or is likely, Razviel may, at its option, modify the Services, procure the right to continue, or terminate the affected Services and refund prepaid unused Fees — and that option is the Customer's exclusive remedy. This indemnity does not apply to claims arising from Customer Data, from the Matrix, from Connected Accounts, or from combination with anything not supplied by Razviel. This indemnity does not extend to the content of any output the AI generates (which is Customer Data under §2 and §12.1); allocation of any third-party claim arising from such content is governed by §14.6, §16.1A and §16.2.

12.8 Razviel's ownership; license; restrictions.

(a) Ownership. Razviel and its licensors retain all right, title and interest in and to the Services — including the software, the platform, the dashboards, the interfaces, the Console, the AI systems and models, the documentation, the know-how, and every improvement, modification, enhancement and derivative of any of them — and in all intellectual property rights in any of them, whether registered or not. Nothing in this Agreement is a sale of the Services or of any copy or component of them, and no right is granted other than the rights this Agreement expressly grants. This §12.8(a) states in full what §12.5 states in summary, and does not limit §12.4 (Service-Generated Data) or §25.11 (no equity or ownership interest).
(b) The license. Subject to this Agreement and conditional on payment of the Fees (§9) and on the Customer's compliance with this Agreement, Razviel grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Services during the term, solely for the Customer's own internal customer-support purposes. The license extends to Authorized Users on the terms of §3.9, and ends when the term ends (§10.5).
(c) Restrictions. The Customer will not, and will not permit any Authorized User or any third party to:
(i) copy, modify, adapt, translate or create a derivative work of the Services or of the documentation;
(ii) reverse engineer, decompile or disassemble the Services, or attempt to derive their source code, structure or underlying ideas — except to the exact extent that this restriction is prohibited by mandatory applicable law, and then only after a written request to Razviel identifying the information the Customer seeks and allowing Razviel a reasonable opportunity to supply it;
(iii) scrape, crawl, harvest or systematically extract the Services, their content, their interfaces or their outputs, by automated or manual means;
(iv) access or use the Services to develop, train or improve a competing product or service, or a product or service functionally similar to the Services — whether or not Razviel's models, weights, prompts, policies or source code are used to do so. This restriction operates on the access to and use of the Services, and on nothing else: it does not restrict the Customer from developing, acquiring or operating any product or service independently, without access to or use of the Services;
(v) remove, obscure or alter any proprietary, copyright, trademark or confidentiality notice in or on the Services; or
(vi) publish or disclose any benchmark, performance test or comparative evaluation of the Services without Razviel's prior written consent. This restriction operates on benchmarks, performance tests and formal comparative evaluations, and on nothing else: it does not restrict the Customer from making a truthful statement of its own experience with or opinion of the Services, from answering a factual question about them, or from any disclosure applicable law requires.
(d) Relationship to the Acceptable Use Policy — cumulative, never duplicative. These restrictions are cumulative with, and neither replace nor narrow, the Acceptable Use Policy (Annex B, §20) — in particular §20.2(d) (no resale, sublicensing, white-labeling or making the Services available to a third party that is not the Customer's own end customer), §20.2(e) (no extraction, reverse engineering, copying, replication or derivation of Razviel's models, weights, prompts, policies or source code, and no use of the outputs of the Services to train a competing model or service) and §20.2(f) (no interference or deliberate overload, no circumvention of rate limits, no bypass of any access control or of the Policy Gate). Where conduct falls under both, it is a breach of both: the Acceptable Use Policy remains the objective trigger for suspension under §10.4(a) (§20.1), and a breach of this §12.8(c) that is not an Acceptable Use Policy violation is governed by §10.3 and §10.4 on their own terms.
(e) Effect of breach. A breach of this §12.8 is a material breach. Without limiting any other right, the license in §12.8(b) is revocable on that breach, and §10.3 (termination for cause) and §10.4 (suspension) apply.

12.9 Trademarks.

(a) The marks and their status. “Razviel”, the Razviel logo, and the names of Razviel's products, features and services are trademarks of Razviel LLC, whether or not registered. Razviel reserves all rights in them, including common-law rights arising from use, and an application for registration may be pending or may be filed at any time.
(b) What the Customer may not do. Without Razviel's prior written consent, the Customer will not: (i) use or reproduce any Razviel trademark other than in factual, nominative identification of the Services the Customer uses (for example, stating that its support is powered by Razviel); (ii) adopt, use, apply to register or register any trademark, service mark, trade name, company name, domain name, social-media handle, application name or other sign that is identical or confusingly similar to any Razviel trademark, or that incorporates one; or (iii) use any Razviel trademark in a way that suggests endorsement, sponsorship, partnership, agency or an official channel.
(c) Goodwill. All goodwill arising from any use of a Razviel trademark inures exclusively to Razviel, and the Customer acquires no right, title or interest in any Razviel trademark by that use.
(d) The other direction. This §12.9 governs the Customer's use of Razviel's name and marks. Razviel's use of the Customer's name and logo is governed by §21 (Publicity), including the Customer's opt-out. Nothing in this §12.9 affects the Customer's rights in its own marks, and nothing in §14.6 (communications made in the Customer's name) grants the Customer any right in Razviel's.

13. Metrics, Demo Data and Statements About the Services

13.1 Metrics are informational, not warranties. All metrics, dashboards, rates, ROI figures, savings estimates, benchmarks, projections and analytics presented by the Services or in Razviel's materials — including AI resolution rate, response times, value generated and cost comparisons — are informational estimates, not warranties, guarantees or commitments of any result.

13.2 Demo and sample data disclaimer. Any demonstration, sample, onboarding preview or simulated dataset shown before or during onboarding is illustrative only, uses fictional or synthetic values, and is not a projection or promise of the Customer's results.

13.3 No performance guarantee. Razviel does not guarantee any resolution rate, escalation rate, cost saving, response time, or customer-satisfaction outcome.

13.4 The Services as they exist; roadmap and marketing statements; the freedom to leave.

(a) What the Customer contracts for. The Customer contracts for the Services as they exist and are generally available on the date the Customer subscribes, and thereafter as they exist from time to time. §3.2 applies: Razviel may add, modify or discontinue features, and beta, preview and experimental functionality carries no obligation of continuity.
(b) Roadmap and forward-looking statements are informational. Statements about functionality that is planned, announced, in development, described as forthcoming or “coming soon”, shown on a roadmap, or otherwise not generally available — wherever made, including on Razviel's website, in its documentation, in a demo, a deck, a webinar, a changelog, a release note, a social post, or a communication from Razviel or from any Affiliate (§2) — are informational descriptions of Razviel's then-current intentions. They are not a commitment to build, to release, to release by any date, or to maintain, no Fee is paid for them, and Razviel may change, defer or abandon any of them at any time, without notice and without liability.
(c) Marketing material describes; this Agreement obliges. Razviel's marketing and product materials describe the Services in general terms and are not, and are not drafted as, a specification. What Razviel is obliged to provide is what §3 describes (§3.11(c)), and what the Customer may rely on is governed by §17.1.
(d) The Customer's protection is the freedom to leave, and that freedom is the consideration for this clause. If the Services cease to meet the Customer's needs — including because a feature the Customer expected was not released, was released differently, was changed or was discontinued — the Customer may cancel at any time under §10.2(a), without penalty, termination fee or early-termination charge, and without any minimum term other than one an executed Order Form expressly states. The Customer is never bound beyond the billing cycle it has already paid for, and its data remains exportable for thirty (30) days after termination under §10.6. That freedom, together with §6.2, is the Customer's exclusive remedy in respect of paragraphs (a) to (c) of this §13.4.
(e) This clause reaches the future, not the present. Nothing in this §13.4 disclaims, or excuses, a description of a feature that Razviel presents as presently available and that the Customer subscribes in order to obtain. This §13.4 addresses statements about what is future, planned, announced or not yet generally available; §13.1 to §13.3 address metrics, demonstrations and performance.

14. AI Disclosure and the Customer's Own Consumer-Facing Compliance

14.1 The Services use AI. The Customer acknowledges that automated systems interact directly with the Customer's end customers, in the Customer's name and voice.

14.2 Truthfulness. Razviel's automated agents are designed never to assert that they are human, and to answer truthfully when asked whether they are AI.

14.3 Allocation of AI disclosure. Razviel's automated agents identify themselves as AI to end customers on the channels the Services operate, and Razviel does not condition that identification on the Customer's configuration. Where applicable law places the disclosure obligation on the provider of an AI system — the party that designs and develops it — Razviel is that provider and meets that obligation in the Services. Everything else about disclosure to the Customer's own end customers — including any disclosure required by applicable bot-disclosure, consumer-protection or advertising law in the Customer's markets, and any notice or consent the Customer must give to or obtain from them — remains the Customer's decision and the Customer's regulatory obligation, and the Customer determines its own compliance posture. This §14.3 does not make Razviel responsible for the Customer's own consumer-facing compliance, and §15.1(b) and §16.2(b) are unaffected.

14.4 No guarantee of outputs or conduct. Razviel does not warrant or guarantee any specific statement, answer, recommendation or conduct of the AI or of any Human Node. The controls Razviel operates — the intake gatekeeper, the Policy Gate (§5.3), the AI Manager, provider certification and training, and content policies — are best-effort controls by design, not a warranty that no undesired, inaccurate or off-brand output will ever occur. An undesired output is an ordinary operational error and is governed by §6.1 (not a breach), §6.2 (service credit as the sole and exclusive remedy) and §6.3 (limitation of liability).

14.5 No professional advice to end customers. The Services are designed not to provide legal, medical or health, financial, tax or investment advice to end customers, and are limited to information about the Customer's brand, its products, its orders and the policies the Customer configured. If, despite those controls, a communication generated through the Services could be read as such advice, it does not constitute advice, creates no professional-client relationship, and is neither warranted nor endorsed by Razviel; its treatment is that of §14.4 and §6.1. This §14.5 is in addition to, and does not limit, §1.4 (no advice to the Customer).

14.6 Communications are made in the Customer's name. All communications with end customers are made as, and on behalf of, the Customer's brand (§16.1). As between the Parties, the consumer relationship — and any claim by an end customer arising out of those communications, including one arising out of §14.4 or §14.5 — is the Customer's, and §16.2 applies. The full allocation of responsibility toward end customers — what Razviel supplies and to whom, what the Customer alone answers for, what cannot be transferred to Razviel, and the limit of that allocation — is stated in §16.1A.

15. Customer Representations

15.1 Continuing representations. The Customer represents and warrants, on a continuing basis, that: (a) it has the authority to enter into this Agreement; (b) it holds all rights and consents necessary for Razviel to process Customer Data as contemplated, including any notice or consent required from its own end customers; (c) its Connected Account grants comply with §4.2; (d) its Matrix, products, pricing, policies and marketing comply with applicable law; (e) its use complies with the Acceptable Use Policy (§20); and (f) it is entering into this Agreement for business purposes and not as a consumer.

15.2 Cooperation and required updates.

(a) The duty. Where Razviel requests, through the platform or by notice (§25.2), an action or update that is necessary for the provision of the Services or for billing — including updating a setting or configuration, re-authorizing or reconnecting a Connected Account (§4), supplying or correcting information, or updating the payment method on file (§9.1) — the Customer will do so within a reasonable time, and within any period stated in the request. This duty is continuing and applies for as long as the Customer uses the Services.
(b) Non-performance is the Customer's own risk, and its consequences are the Customer's alone. Where the Customer does not do so, the failure and every consequence of it are the Customer's sole responsibility — including interruption, degradation or suspension of the Services or of any functionality that depends on the requested action; escalation of the affected tickets to the Customer under §3.5; and the failure of a charge to the payment method on file. Such a failure and its consequences are not a breach by Razviel (§6.1), give rise to no liability of Razviel (§6.3), entitle the Customer to no refund, service credit, pro-rata reduction or abatement of Fees (§10.2(c)), and do not alter, reduce or suspend the Fees due (§9.1, §9.3). §9.8 applies to any attempt to recover Fees by chargeback, payment dispute or reversal on that basis, and §9.7 and §10.4 remain available to Razviel.
(c) Razviel may remind, but owes no reminder. Razviel may repeat a request or send a reminder as a convenience; it is under no obligation to request, remind, chase or verify, and doing so neither transfers the responsibility in (b) nor creates any course of dealing.

15.3 Prohibited data. The Customer will not, and will not configure or instruct the Services to, submit to the Services, or cause an end customer to submit to them, any of the following (“Prohibited Data”): protected health information subject to HIPAA or any equivalent health-privacy law; payment card numbers, security codes or full magnetic-stripe data subject to PCI-DSS; government-issued identification numbers or images of identification documents; financial account credentials; biometric identifiers; the personal information of anyone the Customer knows to be under 16; and any other category of data whose processing subjects the recipient to a sector-specific regulatory regime. The Services are not designed for, are not certified for, and are not represented as suitable for Prohibited Data, and Razviel is not a “business associate”, a “covered entity” or a PCI service provider for any purpose. Where Prohibited Data nonetheless reaches the Services, Razviel handles it as DPA §2.5A provides and may delete it; the Customer's indemnity under §16.2 applies, and Razviel may suspend under §10.4.

16. Indemnification — the Two Arrows

16.1 The structure. The consumer relationship is between the Customer and its end customers: the Services speak as the Customer's brand, on the Customer's storefront, about the Customer's products. Claims by end customers run to the Customer. Claims by the Customer against Razviel run through this Agreement and are governed by §§6, 7 and 8.

16.1A Allocation of responsibility toward end customers.

(a) What Razviel supplies, and to whom. Razviel supplies infrastructure to the Customer. It does not operate a consumer-facing business of its own, does not hold itself out to the Customer's end customers, and has no commercial, contractual or consumer relationship with any of them. Every communication the Services generate is made in the Customer's name, on the Customer's channels, about the Customer's products, under the configuration the Customer entered and the instructions the Customer gave (§5.1, §5.6, §14.6). The Customer determines what the Services may do (§5), what they may say about its business (§5.6), and what it discloses to its own end customers (§14.3).
(b) The consumer relationship is the Customer's, in full. As between the Parties, the Customer is solely responsible to its end customers for that relationship and for everything arising from it — including the content, tone, accuracy and consequences of any communication made in its name through the Services, the commercial outcome of any action taken under the Matrix (§5.2, §5.4), and its own compliance with the consumer-protection, advertising, privacy and disclosure law applicable to it and to its markets (§14.3, §15.1).
(c) Razviel assumes no obligation to an end customer, and none can be transferred to it. Razviel does not assume, and the Customer may not assign, delegate, transfer or purport to confer on Razviel, any duty, obligation, promise, undertaking or liability the Customer owes or comes to owe to any end customer — whether arising from the Matrix, from a statement made to an end customer, from a term of the Customer's own sale, from a course of dealing, or otherwise. Any such duty remains the Customer's, and §25.6 applies: this Agreement creates no rights in any end customer.
(d) Defense and indemnity. The Customer will defend, indemnify and hold Razviel harmless against any claim, demand, proceeding or regulatory action brought by or on behalf of an end customer, or by a regulator or public authority acting for end customers, arising out of or relating to the Services as supplied in the Customer's name — on the terms, and subject to the procedure, of §16.2 (including §16.2(f)) and §16.4.
(e) The limit of this clause, stated plainly. This §16.1A allocates responsibility as between the Parties. It does not, and does not purport to, limit, waive or affect any right an end customer, a regulator or any other person who is not a Party may have against either Party under applicable law, and neither Party may rely on it against such a person. It does not apply to Razviel's own fraud or willful misconduct as defined in §6.3(c), which this §16.1A neither enlarges nor narrows. Nothing in this §16.1A reduces any obligation Razviel owes under the Data Processing Addendum (Annex A).

16.2 Customer indemnity. The Customer will defend, indemnify and hold harmless Razviel and its officers, members and service providers from and against any third-party claim, and any resulting loss, damage, penalty, fine or expense (including reasonable attorneys' fees), arising out of or relating to: (a) the content of the Matrix and the policies the Customer configured; (b) the Customer's products, pricing, marketing, sales practices and consumer-facing representations, including its own AI-disclosure and consumer-protection compliance under §14.3; (c) Customer Data and the Customer's lack of rights or consents in respect of it; (d) the Customer's Connected Accounts, including any breach of the Customer's agreement with a third-party provider; (e) the Customer's breach of §15 or of the Acceptable Use Policy; and (f) any communication generated through the Services in the Customer's name (§14.6, §16.1A), and any claim by an end customer or other third party arising out of it — including a claim arising out of §14.4 (no guarantee of outputs) or §14.5 (no professional advice) — except to the extent the claim arises from Razviel's own fraud or willful misconduct as defined in §6.3(c).

16.3 Razviel indemnity. Razviel's only indemnity obligation is the IP indemnity in §12.7, subject to the cap in §6.3(b).

16.4 Procedure. The indemnified Party will give prompt notice, allow the indemnifying Party to control the defense, and cooperate reasonably. No settlement imposing a non-monetary obligation on the indemnified Party may be made without its consent, not unreasonably withheld.

17. Anti-Reliance and Entire Agreement

17.3 Entire agreement. This Agreement, together with its Annexes and any executed Order Form, is the entire agreement between the Parties on its subject matter and supersedes all prior or contemporaneous proposals, negotiations, representations and understandings, written or oral.

17.4 No modification by conduct. No course of dealing, usage of trade, or failure to enforce any provision modifies this Agreement.

18. Force Majeure

Neither Party is liable for any failure or delay (other than payment of Fees) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disruption, epidemic, governmental action, power or telecommunications failure, and — expressly — the unavailability, degradation, rate-limiting, suspension, change, discontinuation, security incident or breach of any third party on which the Services depend, including helpdesk platforms, e-commerce platforms, tracking providers, cloud and hosting providers, and AI model providers.

The standard of care Razviel owes in respect of those third parties — an obligation of means at the standard of the industry — and the effect of a third-party failure on this Agreement are stated in §11A, which this §18 complements.

19. Non-Solicitation of Service Providers — Mutual

19.1 Mutual and reciprocal. During the term and for twelve (12) months afterward, neither Party will actively solicit the other Party's Human Nodes, service providers or personnel who were involved in the provision or receipt of the Services, for engagement or employment.

19.2 What this clause is not. This clause prohibits active solicitation only. It is not a no-hire agreement. It does not restrict either Party from: responding to an unsolicited application; hiring or engaging anyone who applies on their own initiative; or hiring or engaging anyone reached through a general advertisement, job board, or recruiting campaign not targeted at the other Party's providers. Neither Party is restricted from working with anyone.

19.3 Legitimate interest. Both Parties acknowledge the mutual and narrow purpose of this clause: protecting each Party's investment in recruiting, certifying and training, in a two-sided marketplace where both Parties bear that cost.

19.4 Severability of this clause. If §19 is unenforceable under the law applicable to either Party, it is severed and the remainder of this Agreement is unaffected.

20. Annex B — Acceptable Use Policy (incorporated by reference)

20.1 Status. This Acceptable Use Policy ("AUP") is part of this Agreement and is the objective trigger for suspension under §10.4(a).

20.2 The Customer will not, and will not permit any third party to:

(a) use the Services for content or transactions that are unlawful, fraudulent, deceptive, defamatory, harassing, obscene, or that infringe a third party's rights;
(b) use the Services in a prohibited or restricted industry, including where the Customer's business requires a license it does not hold, or in a manner that would cause Razviel or its providers to violate applicable law, sanctions or export controls;
(c) send unsolicited bulk or commercial messages, or use the Services in a way that causes Razviel or its providers to be flagged for spam or abuse;
(d) resell, sublicense, white-label or otherwise make the Services available to any third party that is not the Customer's own end customer, without Razviel's prior written consent;
(e) attempt to extract, reverse engineer, copy, replicate or derive Razviel's models, weights, prompts, policies or source code, or use outputs of the Services to train a competing model or service;
(f) interfere with or deliberately overload the Services, circumvent rate limits, probe or scan for vulnerabilities, or bypass any access control or the Policy Gate;
(g) configure the Matrix, or instruct the Services, to take an action that is unlawful, or to make representations to end customers that the Customer knows to be false;
(h) upload malware, or use the Services to exfiltrate data belonging to another customer or to Razviel;
(i) misrepresent identity or authority, or use the Services on behalf of an entity without authorization;
(j) submit to the Services, or configure or instruct the Services to accept, any Prohibited Data as defined in §15.3.

20.3 Enforcement. Razviel may investigate suspected violations, remove or block offending content, and suspend or terminate under §10.4. Where practicable and lawful, Razviel will notify the Customer and give an opportunity to cure. This §20.3 applies to enforcement of this Acceptable Use Policy under §10.4(a) only; it does not condition or limit Razviel's rights under §10.4(b)–(g) or §10.7.

20.4 Copyright complaints (DMCA).

(a) Notice-and-takedown. Razviel respects the intellectual property of others and responds to notices of claimed copyright infringement in accordance with the U.S. Digital Millennium Copyright Act, 17 U.S.C. §512. A copyright owner, or a person authorized to act on the owner's behalf, who believes that material accessible through the Services infringes their copyright may send a written notification to Razviel's designated agent.
(b) Designated agent. Notifications of claimed infringement must be sent to Razviel's designated agent: Legal Department, Razviel LLC, 28 Geary St, Ste 650, PMB 671, San Francisco, California 94108, United States · legal@razviel.com (U.S. Copyright Office designation DMCA-1083518). Razviel acts on them on the terms of this §20.4.
(c) What the notification must contain (17 U.S.C. §512(c)(3)). To be effective, a notification must be a written communication that includes substantially the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple works are covered by a single notification, a representative list of them; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, with information reasonably sufficient to permit Razviel to locate it; (iv) information reasonably sufficient to permit Razviel to contact the complaining party, such as an address, telephone number and, if available, an email address; (v) a statement that the complaining party has a good-faith belief that the use complained of is not authorized by the copyright owner, its agent or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right allegedly infringed. A person who knowingly and materially misrepresents that material is infringing may be liable for damages under 17 U.S.C. §512(f).
(d) Razviel's response. On receipt of an effective notification, Razviel will remove or disable access to the material claimed to be infringing, and will take reasonable steps to notify the Customer or user that it has done so. Removal or disablement under this §20.4 is an exercise of a right under §10 and is governed by §10.7.
(e) Counter-notification. A Customer or user whose material was removed or disabled may send a counter-notification to the agent named in (b), including substantially: (i) a physical or electronic signature; (ii) identification of the material removed or disabled and the location at which it appeared before removal; (iii) a statement under penalty of perjury that the sender has a good-faith belief that the material was removed or disabled as a result of mistake or misidentification; and (iv) the sender's name, address and telephone number, and a statement consenting to the jurisdiction of the U.S. federal district court for the judicial district in which the address is located (or, if outside the United States, of any judicial district in which Razviel may be found), and that the sender will accept service of process from the complaining party or its agent. On receipt of an effective counter-notification, Razviel may restore the material in accordance with 17 U.S.C. §512(g).
(f) Repeat infringers. Razviel maintains a policy of terminating, in appropriate circumstances, the accounts of Customers and users who are repeat infringers, in accordance with 17 U.S.C. §512(i). Termination under this paragraph is a termination for cause (§10.3) and, where Razviel suspends first, a suspension under §10.4.

21. Publicity

Razviel may identify the Customer by name and logo as a customer of the Services, in its website, materials and investor communications. The Customer may opt out at any time by written notice to Razviel, effective for future uses within a reasonable time.

22. Assignment

22.1 Razviel may assign this Agreement freely, in whole or in part, including to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets or business, without the Customer's consent.

22.2 The Customer may not assign this Agreement without Razviel's prior written consent, except to a successor of all or substantially all of its business that is not a competitor of Razviel, with notice.

23. Order of Precedence

In the event of conflict, the following order controls: (1) an executed Order Form (only as to the specific terms it expressly negotiates); (2) this Services Agreement; (3) the Data Processing Addendum (Annex A) — except that the DPA controls on any matter of personal-data processing, security or data-subject rights; (4) the Acceptable Use Policy (Annex B, §20); (5) any other documentation or policy referenced.

24. Changes to this Agreement

24.1 Non-material changes. Razviel may update this Agreement for non-material changes (clarifications, contact details, structure) by publishing the updated version, effective on publication.

24.2 Material changes require active re-acceptance. For a material change — including changes to the limitation of liability, the indemnities, the cap, the claim period, the scope of the Policy Gate mandate, data rights, or price structure — Razviel will give at least thirty (30) days' notice and will require the Customer to actively accept the new version in-product before it takes effect. Continued use without active acceptance does not constitute agreement to a material change. If the Customer does not accept, either Party may terminate under §10.2.

24.3 Acceptance record. Razviel records, for each acceptance, the accepting user, IP address, timestamp, document version and a hash of the accepted text.

25. General

25.1 Independent contractors; no fiduciary relationship. The Parties are independent contractors. Nothing creates a partnership, joint venture, franchise or employment relationship. Razviel's authority to act for the Customer is limited to §5.2. That authority is a limited, commercial authorization to execute defined actions within defined limits, and nothing more: it does not create, and the Parties expressly disclaim, any fiduciary, trust, confidential or special relationship of any kind between them, and Razviel owes the Customer no fiduciary duty, whether of loyalty, of care, of disclosure, of accounting or otherwise. Razviel's obligations to the Customer are exclusively those this Agreement expressly states, and every claim arising out of or relating to that authority — however characterized, including in contract, in tort or in equity — is subject to §§6, 7 and 8.

25.2 Notices. Notices to the Customer are given in-product or to the email on the account. Notices to Razviel are given to Razviel's mailing address, 28 Geary St, Ste 650, PMB 671, San Francisco, California 94108, United States, and to legal@razviel.com. A notice is deemed given: (a) if by email, on the day it is sent, provided the sender does not receive a delivery-failure message; (b) if in-product, when it is displayed to the Customer; and (c) if by courier or registered post, on documented delivery. It is the Customer's responsibility to keep the account email current.

25.3 Severability. If any provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the remainder stays in force.

25.4 No waiver. Failure to enforce a provision is not a waiver.

25.5 Export and sanctions. The Customer represents that it is not located in, or organized under the laws of, a country or region subject to comprehensive U.S. sanctions, and is not a person on any U.S. restricted-party list, and that it will not use the Services in violation of export-control or sanctions law.

25.6 No third-party beneficiaries. This Agreement creates no rights in any third party, including the Customer's end customers.

25.7 Headings and interpretation. Headings are for convenience. "Including" means "including without limitation".

25.8 Electronic contracting; counterparts. The Parties consent to transact electronically. Each Party agrees that this Agreement, each Order Form, and any amendment or notice may be entered into, delivered and accepted by electronic means, and that an electronic acceptance, click-through or electronic signature has the same legal effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA) and any equivalent law. The acceptance record described in §24.3 — accepting user, IP address, timestamp, document version and hash of the accepted text — satisfies any requirement that this Agreement be in writing or be signed, and is admissible as evidence of acceptance. This Agreement and each Order Form may be executed in counterparts, each of which is an original and all of which together are one instrument.

25.9 Anti-corruption. Each Party will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and any equivalent law of the jurisdictions in which it operates. Neither Party will offer, promise, give, request or accept any bribe, kickback or other improper payment or benefit, directly or through any third party, in connection with this Agreement. Each Party will promptly notify the other of any credible allegation of such conduct relating to this Agreement.

25.10 Governing language. This Agreement is drafted in English, and the English version controls. Any translation is provided for convenience only and has no legal effect; in the event of any discrepancy, the English text prevails.

25.11 No equity or ownership interest. Nothing in this Agreement, in the use of the Services, or in any contribution of data, content, feedback or configuration by the Customer grants the Customer any equity, share, security, partnership interest, joint-venture interest, profit participation, revenue share, or other ownership or economic interest in Razviel, its assets, its AI systems, its models, or its Service-Generated Data (§12.4). The Customer's rights are limited to the Services as described in §3, for the Fees, during the term.

Razviel LLC · Delaware · Formed August 18, 2026