1. Services:
The Company will make commercially reasonable efforts to ensure the software operates as intended. The Company reserves the right to make updates, upgrades, or modifications to the Software during the term of this Agreement.

2. Term of Agreement:
This Agreement will commence on the Effective Date and continue until terminated by either party in accordance with the terms herein. Either party may terminate this Agreement by providing 15 days’ written notice, or immediately in the event of a material breach that is not remedied within 7 days of written notice. The subscription can be canceled 15 days before the renewal date. To cancel, the Client must send an email to fernando@babio.ai or hello@babio.ai.requesting the cancellation. Upon termination, the Client will cease using the software and return or destroy any confidential materials provided by the Company.

3. Pricing:
Unused proposals can roll over to the next month, up to a maximum of 50% of the proposals contracted per month. Proposals with the same address will only count once. Payments are due monthly on the subscription renewal date. The pricing may be reviewed and adjusted by the Company with 30 days’ notice.

4. Payments:
The Client is responsible for all applicable taxes, excluding those based on the Company’s income. The Client agrees to enroll in automatic payments (“Autopay”), authorizing the Company to charge the payment method on file.
This Agreement is legally binding upon execution. The Client agrees to remit the first monthly payment immediately after signing. Payment is required to initiate the integration process.
Failure to make this payment within [5] days of signing shall constitute a material breach of contract. In such case, the Company reserves the right to: (i) suspend or withhold services; and (ii) pursue full recovery of all fees due under the contract term, regardless of whether services have been rendered.
The setup fee, equivalent to 6 months of the contract, is waived as a conditional discount based on timely payment and fulfillment of the contract term. In the event of early termination or default, the Company reserves the right to reinstate and collect the full setup fee.

5. Confidentiality:
“Confidential Information” refers to any documents, materials, or information provided by the Company, including but not limited to business plans, customer lists, trade secrets, software, pricing information, and any materials labeled as “confidential” or similar. It also includes the terms of this Agreement and any related technical, economic, or commercial information disclosed in connection with the Project. The Client agrees to use the Confidential Information solely for the purposes of this Agreement and to maintain its strict confidentiality. Disclosure to third parties is prohibited unless required by law or explicitly permitted in this Agreement. The Company makes no warranties regarding the accuracy or completeness of the Confidential Information and is not obligated to inform the Client of any changes or inaccuracies. The Client shall not disclose or use any Confidential Information, during or after the term of this Agreement, without the Company’s prior written consent, except as necessary to perform services on behalf of the Company.

6. Proprietary Information:
The Company retains exclusive ownership of all rights, title, and interest in Company Inventions (intellectual property rights worldwide) whether before or during the contract term. The Client agrees not to reverse engineer, decompile, disassemble, modify, or create derivative works based on the Services or Software.Additionally, all leads generated through the client’s customized tools that complete the qualification questions and get a quote are considered proprietary to the client. The Company does not have the right to resell or provide these leads to other companies, and its obligations are limited to the scope of the platform customized for the client and under its direct control.

7. Limitation of Liability:
The Company’s liability for any claim arising out of this Agreement will be limited to the amount of fees paid by the Client to the Company for the services provided during the 3 months preceding the event giving rise to such liability. The Company will not be liable for indirect, consequential, or incidental damages.

8. Warranties and Disclaimer:
The Company warrants that the software will perform substantially in accordance with the documentation provided. All other warranties, express or implied, are disclaimed.

9. Data Protection:
The Client acknowledges that the Company may process personal data in accordance with applicable data protection laws, including GDPR and CCPA.

10. Indemnification:
The Client agrees to indemnify the Company for any claims arising from their use of the software or any breach of this Agreement.

11. Governing Law:
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware.

12. Entire Agreement:
This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings.

13. Amendment:
This Agreement may be amended only by a written document signed by both Parties.