SewerAI Terms of Service

‍Last Updated: 9/16/2025

These SewerAI Terms of Service, including any attached schedules (collectively, the “Agreement”) set forth the terms and conditions pursuant to which SewerAI Corporation (“SewerAI”) will provide you or the entity that you represent (“You”) with the right to access and use the SewerAI Platform or other Services (defined below). To access and use the SewerAI Platform, You must click “I Agree” where indicated in the SewerAI Platform user registration process.  BY CLICKING “I AGREE” IN CONNECTION WITH THIS AGREEMENT, BY ELECTRONICALLY OR MANUALLY SIGNING THIS AGREEMENT, OR BY OTHERWISE ACCESSING OR USING THE SERVICES, YOU SIGNIFY YOUR AGREEMENT TO ALL TERMS, CONDITIONS, SCHEDULES AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT.  IF YOU DO NOT AGREE TO THOSE TERMS, CONDITIONS, SCHEDULE AND NOTICES, YOU MAY NOT ACCESS OR USE THE SERVICES. 

SewerAI may make changes to this Agreement from time to time. If SewerAI makes any material changes, it will notify You by sending You an email to the last email address You provided to SewerAI (if any) and/or by prominently posting notice of the changes on the SewerAI Platform. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following SewerAI’s dispatch of an e-mail notice to You (if applicable) or thirty calendar days following SewerAI’s posting of notice of the changes on the SewerAI Platform. Any such changes will be effective immediately for new users of our Services. You are responsible for providing SewerAI with Your most current email address. In the event that the last email address that You provided to SewerAI is not valid, or for any reason is not capable of delivering to You the notice described above, SewerAI’s dispatch of the email containing that notice will nonetheless constitute effective notice of the changes described in the notice.  If You disagree with any changes to this Agreement, Your sole remedy is to discontinue Your use of the Services. Your continued use of any of the Services following any such notice of changes will indicate Your acknowledgement of the changes and Your agreement to be bound by those changes.

1.              Definitions.  As used in this Agreement, each of the following terms will have the meanings attributed to them as follows:

“Affiliate” means, with respect to a Party, any entity that, directly or indirectly, controls, is controlled by, or is under common control with that Party; and “control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise.

“Aggregate Data” means all aggregate and statistical information or analyses collected by SewerAI relating to Your use of the Services. 

“AI Chat” means SewerAI’s proprietary service that evaluates underground assets and uses a generative AI chat interface to provide recommendations and other information.

“AI Service” means SewerAI’s proprietary service, currently branded as “AutoCode”, that scans Your Content for issues and defects applying artificial intelligence algorithms and creates a Report identifying those issues and defects.

“Authorized User” means Your employees and the employees of Your subcontractors that have been assigned a unique username-password combination to access and use the Services.

“Confidential Information” means all technical, business, financial and other information of a Party that derives economic value, actual or potential, from not being generally known to others, including, without limitation, any technical or non-technical data, designs, methods, techniques, drawings, processes, products, inventions, improvements, methods or plans of operation, research and development, business plans and financial information of that Party.  The Confidential Information of SewerAI will include, without limitation, the SewerAI Property and any pricing and Fee information set forth any Order.  Your Confidential Information will include, without limitation, Your Content.  Confidential Information does not include information that the receiving Party can document:  (i) has entered the public domain through a source other than the receiving Party and through no fault of the receiving Party; (ii) was rightfully known to the receiving Party without a confidentiality obligation prior to the commencement of the Services; (iii) is disclosed to the receiving Party by a third party that has no confidentiality obligation; or (iv) is developed by the receiving Party independently of and without reference to any Confidential Information.

“Fees” means the SewerAI fees for the Services, as set forth in each Order.  

“Intellectual Property Rights” means patent rights (including patent applications and invention disclosures), design rights, copyrights, rights in database, moral rights, trademarks, service marks, trade secrets, know-how, rights in or relating to confidential information and any other intellectual property right (whether registered or unregistered) recognized in any country or jurisdiction in the world, now or later existing, and whether or not perfected, filed or recorded including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.

“Order” means a written order for the Services that You accept online or You mutually execute with SewerAI.

“Party” means each of SewerAI and You.  Both SewerAI and You are referred to as the “Parties”.“QAI” means SewerAI’s proprietary service that provides a suite of AI-powered automated quality checks of Your Content.

“Reports” means the content of any reports, including reports of NASSCO PACP, LACP or MACP codes, that the Services generate and provide to You or Authorized Users based on the analysis of Your Content.

“Risk and Rehab” means SewerAI’s proprietary AI-powered service that measures the likelihood and consequences of the failure of underground assets and provides recommendations and other information regarding potential repairs.

“Services” means:  (a) the SewerAI Platform; (b) the AI Service; (c) QAI; (d) Risk and Rehab; (e) AI Chat; (f) Sewer3D; (g) the SewerAI API; (h) support and maintenance services to be provided by SewerAI pursuant to Section 2.4; (i) any professional services, such as analyzing Your Content as a service, specified in an Order and provided by SewerAI; and (j) any other services performed by SewerAI under this Agreement.

“Sewer3D” means SewerAI’s proprietary service that generates 3D digital twins of specified infrastructure depicted in Your Content.

“SewerAI API” means SewerAI’s proprietary application program interface and associated services, if any, through which You may access the SewerAI Platform.

“SewerAI API Materials” means documentation, code, and other materials, if any, that SewerAI provides or makes available to You relating to use of the SewerAI Platform and SewerAI API.

“SewerAI Metadata” means any information and observations resulting from the Services’ inspection and analysis of Your Content, including any information and observations generated by the AI Service, QAI, Sewer3d, AI Chat and/or Risk and Rehab.  For clarity, however, SewerAI Metadata does not include the specific content set forth in any Reports, including any NASSCO PACP, LACP or MACP codes, which You own.

“SewerAI Platform” means the SewerAI’s proprietary hosted platform, currently branded as “Pioneer” that:  (a) allows Authorized Users to upload, store, label and stream Your Content, including sewer inspection videos; (b) allows Authorized Users to push Your Content to the AI Service, QAI, AI Chat, Risk and Rehab, and/or Sewer3D for analysis; (c) allows Authorized Users to review any Report generated by the AI Service and input additional labels and data;; and (d) provides other related services.

“SewerAI Property” means:  (a) the SewerAI Platform; (b) all other Services; (c) SewerAI Metadata; (d) any 3D digital twins of specified infrastructure depicted in Your Content that are generated by Sewer3D; (e) the SewerAI API Materials; (f) any other technology that SewerAI develops in the course of providing the Services to You; (g) any Confidential Information of SewerAI; and (h) Aggregate Data.

 “Term” has the meaning set forth in Section 10.1.

“Upgrades” means any upgrades, updates, revisions, corrections, modifications improvements, bug fixes, patches, maintenance releases, versions, and enhancements to the Services that SewerAI makes generally available to its customers at no additional charge during the Term, excluding any beta versions of the foregoing.

“Your Content” means any videos of sewer lines and any other data, labels, text, graphics, images, video clips, audio recordings, chat content or other content or information that You, Your subcontractors or their respective Authorized Users upload into the SewerAI Platform or otherwise make available to SewerAI in connection with the Services, provided that Your Content will not include any SewerAI Property.

“Your Property” means:  (a) Your Content; (b) the contents of any Reports that SewerAI provides to You; and (c) Your Confidential Information. 

2.              Services. 

2.1.          Provision of Services.  SewerAI will host and provide to You the SewerAI Platform and other Services in accordance with this Agreement and each Order.  SewerAI’s personnel performing the Services may be either SewerAI employees or subcontractor personnel.  SewerAI will be responsible for any acts or omissions of SewerAI’s employees or subcontractors that cause SewerAI to be in breach of this Agreement.  If SewerAI makes a SewerAI API available for use by its customers in its sole discretion, SewerAI will provide You with any SewerAI API Materials necessary for You to access the SewerAI Platform via the SewerAI API; provided, however, that SewerAI will have no obligation to provide any SewerAI API.  You agree to cooperate reasonably with SewerAI’s efforts to provide the Services, and SewerAI will not be responsible for any delays in providing the Services to the extent caused by Your failure to cooperate or to provide any assistance specified in the applicable Order.  SewerAI has no restriction with respect to the location(s) in which its personnel perform the Services and reserves the right to withdraw or modify the Services in its sole discretion without notice.

2.2.          Your Account and Authorized Users.  In the event You subscribe to the SewerAI Platform in an Order, SewerAI will establish in the SewerAI Platform any necessary accounts for the number of Authorized Users specified in the Order.  For the avoidance of doubt, login credentials will be associated with named Authorized Users, and You must not:  (a) exceed the total number of Authorized Users purchased in the Order; or (b) allow Your employees or subcontractors to share account credentials to circumvent the limit on the number of Authorized Users purchased in the Order.  In the event You desire to transfer an Authorized User login to a new employee or subcontractor, SewerAI will assist You with the transfer.  Authorized Users of the SewerAI Platform will have the ability to use the SewerAI Platform to upload Your Content, review and export Your Content and SewerAI Metadata, input labels and other information regarding Your Content, use the other Services specified in each Order, manage Your account, and otherwise use the functionalities described in the user documentation that SewerAI makes available to You.  In addition, in the event You subscribe to the SewerAI Platform in an Order, You may request that SewerAI provide a limited-access guest login to other third parties whom You may authorize to view and export Your Content, Reports and SewerAI Metadata, provided that guest login users will not be permitted to use other features or functionalities of the SewerAI Platform or other Services.  You agree to keep Your account information confidential and not to share it with any third party other than Authorized Users.  You are fully responsible for all activities that occur under Your account and for maintaining up-to-date and accurate information (including without limitation valid contact information) with respect to Your account.

2.3.          Ability to Download Data.  In the event You subscribe to the SewerAI Platform in an Order, at any time during Your subscription period, You will have the ability to download any of Your Content, Reports and databases of Report content then stored in the SewerAI Platform.  Except as otherwise expressly provided in Section 10.4, You will not have the ability to download Your Content, Reports and databases of Report content following any expiration or termination of Your subscription period, and SewerAI will have the right to delete any of Your Content, Reports and databases of Report content in its sole discretion following expiration or termination of Your subscription period.

2.4.          SewerAI Support and SewerAI Platform Upgrades.  SewerAI will use commercially reasonable efforts to keep the SewerAI Platform and other Services operational on a continuous basis during the term of this Agreement, exclusive of downtime necessary for scheduled and emergency maintenance.  SewerAI will provide support to You during the hours of 9 a.m. to 5 p.m. Pacific Time, Monday through Friday (excluding national holidays), for all technical support issues relating to the SewerAI Platform and other Services.  At SewerAI’s sole discretion, SewerAI will make Upgrades available to You when generally available and at no additional charge.  For the avoidance of doubt, SewerAI reserves the right to offer certain enhancements and optional services for the SewerAI Platform and other Services for an additional charge, in SewerAI’s sole discretion.

2.5.          Additional Risk and Rehab Terms.  To the extent that You place an Order for Risk and Rehab, SewerAI’s provision of Risk and Rehab (and Your access to and use of Risk and Rehab) will also be governed by the terms set out in Schedule 1 to this Agreement.  In the event of any conflict between the terms and conditions of Schedule 1 and these main terms and conditions of the Agreement, the terms and conditions of Schedule 1 will control with respect to your use of Risk and Rehab.

2.6.          Additional AI Chat Terms.  To the extent that You place an Order for AI Chat, SewerAI’s provision of AI Chat (and Your access to and use of AI Chat) will also be governed by the terms set out in Schedule 2 to this Agreement.  In the event of any conflict between the terms and conditions of Schedule 2 and these main terms and conditions of the Agreement, the terms and conditions of Schedule 2 will control with respect to your use of AI Chat.

3.              Licenses.

3.1.          Licenses to Services and SewerAI Metadata.  Subject to the terms and conditions of this Agreement, SewerAI hereby grants to You a non-exclusive, non-sublicensable (except as expressly permitted under this Agreement), non-transferable (except as expressly permitted under this Agreement) revocable license:  (a) during the subscription period set forth in each Order, to access and use the SewerAI Platform and/or other Services set forth in each Order, user documentation, and the SewerAI API Materials (if provided by SewerAI) for the purposes described in Section 2.2; and (b) on a perpetual basis, to use any SewerAI Metadata that You download from the SewerAI Platform during Your subscription period or that SewerAI otherwise makes available to You in connection with the Services.  You may permit the number of Authorized Users authorized under Your Order to exercise the foregoing rights, provided that:  (i) any Authorized Users who are subcontractors will only exercise those rights in the course of performing services for You; and (ii) You must ensure that all Authorized Users comply with this Agreement and You will be liable for any breach of this Agreement caused by any Authorized Users.  If Your Order includes a subscription to the SewerAI Platform, You may also permit guest login users to access and use the SewerAI Platform as described in Section 2.2 with respect to those users, provided that You must ensure that all guest login users comply with this Agreement and You will be liable for any breach of this Agreement caused by any guest login users.

3.2.          Restrictions on Use of SewerAI Property. You will not attempt to interfere with or disrupt any of the SewerAI Property.  Except as expressly authorized under the Agreement, You must not:  (a) reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the SewerAI Platform, AI Service or other SewerAI Property, or use the SewerAI Platform or AI Service for the purpose of creating a competing service; (b) copy, modify, transfer or distribute any portion of the SewerAI Platform, AI Service or other SewerAI Property; (c) rent, lease, or provide access to the SewerAI Platform, AI Service or other SewerAI Property on a service bureau basis; (d) violate any usage limitations set forth in the Order; or (e) otherwise use any of the Services outside of the scope of the license granted to You in Section 3.1.  You will use the SewerAI Property solely for authorized and legal purposes and will not use the SewerAI Property to violate any applicable laws or regulations.  

3.3.         License to Your Content.  Subject to the terms and conditions of this Agreement, You hereby grant SewerAI an irrevocable, perpetual, non-exclusive, royalty-free, non-transferable (except as expressly permitted under this Agreement), non-sublicensable (except as expressly permitted under this Agreement), worldwide license to reproduce, store, display and use any of Your Content (including without limitation any header data or metadata included in Your Content):  (a) to provide the Services to You; and (b) for other commercial purposes such as product development and improving products and services, testing and troubleshooting.  SewerAI has the right to permit its subcontractors to exercise the foregoing rights, provided that SewerAI will be responsible for any breach of this Agreement caused by any subcontractors.  SewerAI also has the right to permit third-party sublicensees to exercise the rights granted in subsection (b), provided that the data is aggregated with data of other SewerAI customers and does not identify You as the owner of the data. Finally, SewerAI may also make third-party engineers and other experts available to You through the Services (“Experts”), and SewerAI has the right to permit any Experts that You select to access and use any of Your Content for the sole purpose of providing professional services to You.

4.              Proprietary Rights.

4.1.          SewerAI Property; Trademarks.  Except for the limited license granted in this Agreement, as between the Parties, all right, title, and interest in and to any SewerAI Property, including without limitation any Intellectual Property Rights in the Sewer AI Property, but excluding any of Your Property, are and will remain the exclusive property of SewerAI and its licensors.  SewerAI reserves all rights in and to all the SewerAI Property and nothing contained in this Agreement will be construed as conveying any right or license in the SewerAI Property, by implication, estoppel, or otherwise.  “AUTOCODE” and “PIONEER” are trademarks and service marks owned by SewerAI, and SewerAI reserves all right in those trademarks and service marks.

4.2.          Use of Aggregate Data, SewerAI Metadata, 3D Digital Twins and Developed Technology.  You understand and agree that SewerAI owns the Aggregate Data, SewerAI Metadata,  3D digital twins of Your infrastructure generated by Sewer3D, and any other technology that SewerAI develops in the course of providing the Services to You, and will have the right to use that data for product development and for other commercial purposes in its sole discretion; provided, however, that SewerAI will only share that data with third parties if that data is anonymized and aggregated with data of other SewerAI customers. 

4.3.         Third-Party Property.  SewerAI may use certain content of NASSCO, Esri and other third-party licensors to provide the Services.  Any of that content remains the property of NASSCO, Esri or SewerAI’s other licensors as applicable.  NASSCO, PACP®, MACP®, and LACP®, and associated logos are the trademarks and service marks of NASSCO.  The Esri Partner Network emblems are the licensed trademarks and service marks of Environmental Systems Research Institute, Inc.  Any other third-party trademarks, services marks and logos displayed in the Services are the trademarks of their respective owners.

4.4.          Your Property.  Except for the limited license granted in this Agreement, as between the Parties, all right, title, and interest in and to any of Your Property, including without limitation any Intellectual Property Rights in Your Property, are and will remain the exclusive property of You and Your licensors.  For clarity, without limiting the generality of the preceding sentence, You will own the content of any Reports that the Services generate. 

4.5.          Responsibility for Your Content.  You are responsible for all of Your Content, including for the accuracy, legality and integrity of that content, and You must obtain in advance all consents, approvals, licenses, and permissions necessary to upload Your Content to the Services.  You must not upload to the Services, or permit any third party to upload, any content that violates third-party privacy, publicity, or intellectual property rights; violates applicable laws, regulations or industry standards; or contains hate speech or material that is violent, obscene, pornographic, abusive, defamatory, offensive, or otherwise not reasonably related to the Services.  Without limiting any of SewerAI’s other rights and remedies, SewerAI will have the right (but not the obligation) in its sole discretion to remove from the Services any content that violates this Agreement or any of SewerAI’s policies and procedures, or is otherwise objectionable.  YOU MUST NOT CAUSE TO BE UPLOADED TO THE SERVICES ANY CONTENT FOR WHICH YOU DO NOT HAVE ALL NECESSARY OWNERSHIP RIGHTS,  LICENSES, CONSENTS OR PERMISSIONS.

5.              Payment Obligations.

5.1.         Fees and Payment.  You must pay SewerAI the Fees set forth in each Order.  SewerAI will invoice You in accordance with the payment schedule set forth in each Order.  You will pay each invoice in accordance with the payment schedule set forth in each Order.  In the event of early termination of this Agreement, You will pay any Fees then accrued and payable for Services performed through the effective date of termination.  Except as otherwise expressly provided in this Agreement, all Fees are non-refundable.  Except as otherwise provided in the Order, all amounts billed to You will be expressed in, and You will make all payments in, United States dollars.  You will pay all amounts due without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).  SewerAI may, at its option, apply money You owe to SewerAI  against any money SewerAI owes to You.  You and SewerAI will use good faith efforts to resolve any disputed invoiced amounts or charges.

5.2.          Taxes.  You will bear all local, state and federal sales, use, gross receipts, excise, import or export, value added or similar taxes, duties, fees, assessments or levies (“Taxes”), if any, legally imposed in connection with the Fees paid hereunder.  SewerAI will separately state on each applicable invoice, and You must pay, any Taxes; provided, however, that You will not be responsible for taxes on SewerAI’s net income, profits, business assets, or ad valorem personal property. 

5.3.         Remedies for Non-Payment.  YOUR FAILURE TO PAY ANY INVOICED AMOUNTS WHEN DUE IS A MATERIAL BREACH OF THIS AGREEMENT.  FOR THE AVOIDANCE OF DOUBT, YOU ARE OBLIGATED TO PAY ALL INVOICED AMOUNTS WHEN DUE NOTWITHSTANDING YOUR FAILURE TO RECEIVE ANY CORRESPONDING PAYMENT FROM YOUR CUSTOMER OR CLIENT (NO RIGHT TO PAY WHEN PAID).  WITHOUT LIMITING ANY OTHER REMEDIES AVAILABLE TO SEWERAI, SEWERAI WILL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY IN ACCORDANCE WITH SECTION 10.2(a)(ii), WITH NO OPPORTUNITY TO CURE, IN THE EVENT YOU FAIL TO PAY ANY INVOICED AMOUNTS WITHIN TEN (10) DAYS AFTER THE DUE DATE.  In addition, without limiting any other remedies available to SewerAI, including any remedies set forth in the applicable Order, in the event that You fail to pay any invoiced amounts when due:  (a) SewerAI will have the right to immediately suspend or block Your access to the Services until full payment of those amounts is received; and (b) You must pay a late charge equal to the lesser of 1.5% per month (pro-rated if necessary) or the maximum amount permitted under applicable law, on any past due balance, and that late charge will accrue beginning on the day after the amount is due.

6.             Confidentiality, Data Security and Data Privacy.

6.1.         Confidentiality. The Party receiving Confidential Information agrees:  (i) to hold and maintain in strict confidence the Confidential Information and not to disclose it to any third party other than its employees and subcontractors who have a need to know and have executed confidentiality agreements with the receiving Party no less protective of the Confidential Information than this Section; (ii) to protect the Confidential Information from disclosure with the same degree of care it uses to protect its own proprietary information similar in nature, but in no event less than a reasonable degree of care; (iii) not to use any Confidential Information for any purpose other performing its obligation or exercising its rights under this Agreement; (iv) to return or destroy Confidential Information promptly upon the disclosing Party’s written request.  For clarity, nothing in this Section 6 will restrict or limit SewerAI’s rights to use Your Content as provided in Section 3.3.  Either Party may disclose Confidential Information in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of that order; provided, however, that the receiving Party agrees to immediately inform the disclosing Party in writing of the existence, terms, and circumstances surrounding the request or order.  The receiving Party acknowledges that the unauthorized disclosure or use of Confidential Information may cause irreparable harm to the disclosing Party, which harm cannot be compensated by damages alone.  Therefore, in addition to all other rights and remedies at law and in equity, the disclosing Party may seek an injunction to prevent a violation of the obligations of confidentiality.

6.2.          Data Security and Privacy.  SewerAI will maintain a data security program that includes physical, technical, and managerial procedures that are up-to-date and generally accepted in SewerAI’s industry to prevent unauthorized use or disclosure of Your Property stored in the Services.  SewerAI will have the right to suspend Your access to the Services on an emergency basis:  (a) in the event that SewerAI detects any actual or apparent theft, unauthorized access or use of the Services, or other malicious activity by You or any third party; and (b) to maintain data integrity within the Services.  The parties must each comply with all applicable privacy laws and regulations relating to the protection of personal data.  You hereby consent to SewerAI’s use of personal data of Your employees obtained from third-party sources for the purpose of providing the Services to You.  In addition, You hereby consent to SewerAI’s use of any Business Card Data (defined below) that You provide to SewerAI:  (i) for the purpose of providing the Services to You; and (ii) in any additional manner described in the SewerAI privacy policy governing the Services.  “Business Card Data” means any business contact information of Authorized Users, guest login users, Your employees or Your subcontractors (i.e., name, title, company/organization, business email, business phone number, and business address).

7.             Representations And Warranties; Disclaimer.

7.1.          Representations and Warranties.  Each Party represents and warrants as of the Effective Date and at all times throughout the Term:  (a) it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement by that Party and performance of its obligations hereunder comply with all applicable laws, rules and regulations (including privacy, export control and obscenity laws); (c) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation of that Party, enforceable against it in accordance with its terms; and (d) neither the execution nor performance of this Agreement will violate any agreement to which it is a party or by which it is otherwise bound.  You further represent and warrant to SewerAI throughout the Term that: (i) You have all consents, approvals, licenses, and permissions necessary for You to perform all of Your obligations under this Agreement, to provide Your Content to the Services, and to grant the licenses You have granted in this Agreement; and (ii) Your Content does not violate any applicable laws, including without limitation any privacy laws, and does not infringe or misappropriate any Intellectual Property Right, publicity or privacy right or other proprietary right of any third party.

7.2.          Accuracy of Services.  The following warranties apply solely to the AI Service and Sewer3D, but do not apply to any services or reports provided by Experts:

(a) Accuracy of Reports.  SewerAI warrants that any Reports it delivers to You through the AI Service will be accurate to the extent of the accuracy of Your Content provided for analysis by the AI Service; provided, however, that:  (i) SewerAI does not warrant accuracy in excess of the accuracy warranted by the manufacturer of the camera used to collect Your Content; and (ii) if the photographer who captured the underlying imagery of Your infrastructure failed to capture that imagery in accordance with the capture best practices set forth on SewerAI’s website, SewerAI does not warrant the accuracy of the Report and may not be able to use that imagery to generate a Report.

 (b) Accuracy of 3D Models.  SewerAI warrants that any 3D digital twins it delivers to You through the SewerAI Platform will be accurate to the extent of the accuracy of Your Content used to generate those digital twins; provided, however, that:  (a) SewerAI does not warrant accuracy in excess of the accuracy warranted by the manufacturer of the camera used to collect Your Content; (b) if the photographer who captured the underlying imagery for a 3D digital twin failed to capture that imagery in accordance with the capture best practices set forth on SewerAI’s website, SewerAI does not warrant the accuracy of that 3D digital twin and may not be able to use that imagery to generate a 3D digital twin; and (c) SewerAI does not warrant, and is not responsible for, inaccurate measurements or other inaccurate metadata that Authorized Users generate through the improper use of a generated 3D digital twin.  In the event of any breach of the warranty set forth in this Section 7.2, as Your sole remedy and SewerAI’s sole liability, SewerAI will promptly re-create the 3D digital twin(s) in a manner that corrects the inaccuracy.

(c) Sole Remedy and Disclaimer.  In the event of any breach of any warranty set forth in this Section 7.2, as Your sole remedy and SewerAI’s sole liability, SewerAI will promptly use commercially reasonable efforts to re-create the Report or the 3D digital twin(s), as applicable, in a manner that corrects the inaccuracy.  For clarity, these commercially reasonable efforts are limited to correction of the Report or the 3D digital twin(s) in response to Your initial resubmission of camera imagery to SewerAI based on inaccurate results, and SewerAI will have no obligation to correct any Report or the 3D digital twins(s) in response to any further resubmission of the same camera imagery.  The Services, including the Reports and 3D digital twins, are tools and are intended only to assist You with Your design, analysis, simulation, estimation, testing and other activities, and the Services, Reports and 3D digital twins are not a substitute for Your professional judgment or Your own independent design, analysis, simulation, estimation and testing, including those with respect to materials specifications, stress, safety and utility.  It is Your responsibility to determine whether the use of a Report or 3D digital twin is appropriate for Your purposes. You are solely responsible for Your (including Authorized Users’) use of the Services and any results produced by the Services, including any Report or 3D digital twin.  You are also responsible for establishing adequate, independent procedures for verifying the reliability, accuracy, completeness, compliance with applicable legal requirements, and other characteristics of any Report or 3D digital twin. You further acknowledge that the Services, Reports and 3D digital twins may not achieve the results You desire.  SEWERAI WILL NOT BE LIABLE OR RESPONSIBLE IN ANY MANNER WHATSOEVER FOR YOUR USE OF ANY REPORTS OR 3D DIGITAL TWINS GENERATED BY THE SERVICES, INCLUDING ANY RESULTS OBTAINED FROM THAT USE OR ANY EXPENSES OR DAMAGES RESULTING FROM THAT USE.

7.3.          Warranty Disclaimer.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ITEMS OR SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, AND EACH PARTY HEREBY DISCLAIMS THE SAME.  EXCEPT AS OTHERWISE SET FORTH IN SECTION 7.2, SEWERAI DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR DOCUMENTATION WILL MEET YOUR NEEDS OR REQUIREMENTS, THAT ANY CONTENT GENERATED BY THE SERVICES WILL BE ACCURATE, COMPLETE OR RELIABLE, THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE SERVICES OR DOCUMENTATION WILL BE CORRECTED.  SEWERAI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO ANY SERVICES OR REPORTS PROVIDED BY EXPERTS.

8.              Indemnification.

8.1.          SewerAI Indemnification.  SewerAI, at its own expense, will indemnify, defend and hold harmless You, Your Affiliates and their respective directors, officers, employees, representatives and agents (collectively, the “Your Indemnitees”) from and against any claim, demand, action, class action, investigation or other proceeding (“Claims”), including but not limited to all damages, losses, liabilities, penalties, fines, judgments, costs and expenses (including attorneys’ fees) arising therefrom (“Losses”), brought by any third party against any of Your Indemnitees to the extent that the Claim is based on, or arises out of:  (a) any third-party allegation that the Services (excluding any of Your Content hosted in the Services), when used by You in accordance with this Agreement, violate applicable law or infringe or violate the Intellectual Property Rights of any third party; or (b) the fraud, gross negligence or willful misconduct of SewerAI or its employees or subcontractors.

8.2.         Additional Obligations of SewerAI.  In addition to the indemnification obligations of SewerAI set forth in Section 8.1 above, in the event the use of any Service is, or SewerAI believes is likely to be, held to infringe any Intellectual Property Right, SewerAI must at its sole option and expense:  (a) replace or modify the Service so it is non-infringing (provided, that the replaced or modified Service is substantially equivalent); (b) obtain for You a license to continue using the Service in accordance with this Agreement; or (c) terminate the applicable Order and refund to You the pro-rata amount of any unused Fees prepaid by You under that Order.  YOU AGREE, AS A MATERIAL TERM OF THE AGREEMENT, THAT SECTION 8.1 AND THIS SECTION 8.2 SET FORTH YOUR EXCLUSIVE REMEDIES WITH RESPECT TO INFRINGEMENT OF ANY OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS BY ANY PORTION OF THE SEWERAI PROPERTY AND THAT SEWERAI WILL HAVE NO INFRINGEMENT LIABILITY TO YOU EXCEPT AS PROVIDED IN THIS SECTION.

8.3.          Your Indemnification.  You, at Your own expense, will indemnify, defend and hold harmless SewerAI, its Affiliates and their respective directors, officers, employees, representatives and agents (collectively, the “SewerAI Indemnitees”) from and against any Claim, including but not limited to any Losses arising therefrom, brought by any third party against any SewerAI Indemnitee to the extent that the Claim is based on, or arises out of:  (a) the conduct of Your business; (b) Your Content; (c) any breach or purported breach of Your obligations, representations or warranties under this Agreement; or (d) the fraud, gross negligence or willful misconduct of You, Authorized Users or Your employees or subcontractors.

8.4.         Indemnification Procedures.  The obligations of each Party (the “Indemnitor”) under this Agreement to defend, indemnify and hold harmless the other Party and its Affiliates, and their respective directors, officers, employees, representatives and agents (each, an “Indemnitee”) will be subject to the following:  (a) the Indemnitee must provide the Indemnitor with prompt notice of the Claim giving rise to the obligation; provided, however, that any failure or delay in giving that notice will only relieve the Indemnitor of its obligation to defend, indemnify and hold the Indemnitee harmless to the extent it reasonably demonstrates that its defense or settlement of the Claim was adversely affected thereby; (b) the Indemnitor will have sole control of the defense and of all negotiations for settlement of the Claim; provided, however, that the Indemnitor must not settle any Claim unless the settlement completely and forever releases the Indemnitee from all liability with respect to the Claim or unless the Indemnitee consents to the settlement in writing (which consent will not be unreasonably withheld); and (c) the Indemnitee must cooperate with the Indemnitor in the defense or settlement of any Claim; provided, however, that the Indemnitee will be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by the Indemnitor.  Subject to clause (b) above, the Indemnitee may participate in the defense of any Claim in which the Indemnitee is involved at its own expense.  

9.              Limitation of Liability.  

9.1.          TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SEWERAI, NOR ITS AFFILIATES OR LICENSORS WILL BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES.  IN NO EVENT WILL THE TOTAL LIABILITY OF SEWERAI, ITS AFFILIATES OR ITS LICENSORS UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SEWERAI HEREUNDER THE RELEVANT ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.

9.2.          WITHOUT LIMITING THE GENERALITY OF SECTION 9.1, IN NO EVENT WILL SEWERAI HAVE ANY LIABILITY OR OBLIGATION, INCLUDING FOR ANY INDEMNIFICATION, DEFENSE, LOSSES OR SETTLEMENTS UNDER SECTION 8:  (A) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.2, ARISING OUT OF THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY SERVICE, SEWERAI METADATA, REPORT OR 3D DIGITAL TWIN; (B) ARISING OUT OF ANY SERVICE OR REPORTS PROVIDED BY EXPERTS; OR (C) WITH RESPECT TO ANY OF THE FOLLOWING AS DETERMINED BY A TRIER OF FACT:  (I) ANY FAULT APPORTIONED TO YOU OR A THIRD PARTY; OR (II) ANY ACT OR OMISSION, FOR WHICH SEWERAI IS NOT DIRECTLY RESPONSIBLE.  WITHOUT LIMITATION, YOU WILL BE RESPONSIBLE UNDER SECTION 8.3 FOR ANY INDEMNIFICATION, DEFENSE, LOSSES OR SETTLEMENTS APPORTIONED TO YOU BY A TRIER OF FACT.

10.           Term and Termination.

10.1.       Term. This Agreement will become effective on the Effective Date and, unless earlier terminated in accordance with this Agreement, will continue in full force and effect for the subscription and service period set forth in each Order.

10.2.       Termination for Cause.  Either Party may terminate this Agreement by written notice to the other Party if:  (a) the other Party commits a material breach of this Agreement and that breach remains uncured for thirty (30) days following written notice of breach by the terminating Party; provided, however, that SewerAI may immediately terminate the Agreement without refund, upon written notice to You, in the event that:  (i) You violate Section 3.2; or (ii) You fail to pay any amount owed under an Order within ten (10) days after the due date; (b) an applicable law or an applicable government or court order prohibits performance of any part of this Agreement; or (c) a petition in bankruptcy is filed against the other Party and is not dismissed within sixty (60) days, or the other Party’s business is suspended, insolvent, or a receiver is appointed for the other Party’s property or business, or any arrangement is made by or on behalf of the other Party for the benefit of its creditors.

10.3 Termination for Convenience.  Either Party may terminate this Agreement for convenience upon at least ninety (90) days prior written notice to the other Party.

10.4.       Effect of Expiration or Termination; Survival.  Upon the expiration or termination of this Agreement for any reason:  (a) You will immediately cease all access to and use of the Services; (b) all licenses granted hereunder will immediately terminate (except for any license expressly stated to be perpetual) and SewerAI will immediately cease providing Services to You, except as set forth in Section 2.3; (c) You must, within thirty (30) days of expiration or termination, pay to SewerAI all outstanding accrued and payable amounts owed by You to SewerAI under this Agreement; and (d) Sections 1, 2.3, 3.2, 3.3, 4, 5.3, 6, 7.2(c), 7.3, 8, 9, 10.4 and 11 will survive.  In the event that You terminate this Agreement for convenience pursuant to Section 10.3, You must additionally pay to SewerAI all amounts that would have become payable under the Order through the end of the then-current annual service period.  In the event that You subscribe to the SewerAI Platform in an Order and You terminate this Agreement for cause pursuant Section 10.2, You will have the ability to download any of Your Content, Reports and databases of Report content then stored in the SewerAI Platform for a period of one hundred eighty (180) days following the effective date of termination; provided, however, that SewerAI will have the right to delete any of Your Content, Reports and databases of Report content in its sole discretion following the end of that time period.  Neither Party will be liable for exercising any termination right in accordance with this Agreement.  Except as expressly provided, expiration or termination of this Agreement will not release either Party from any liability or obligation that had already accrued as of the effective date of expiration or termination, and the expiration or termination will not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages, injunctive relief, or otherwise, that a Party may have hereunder at law, in equity or otherwise or that may arise out of or in connection with that expiration or termination.

11.         Miscellaneous.

11.1.       Notice to United States Government End Users. If You are the U.S. Government or if You are a contractor or subcontractor (at any tier) of the U.S. Government and are accessing the Services for use by the U.S. Government or in connection with any contract or other transaction with the U.S. Government, You acknowledge that by using the Services and all associated software and technology of SewerAI qualify as commercial computer software and that any associated documentation qualifies as commercial computer software documentation within the meaning of the applicable acquisition regulations. The terms and conditions of this Agreement are fully applicable to the Government’s use of the Services and associated software and documentation, and will supersede any conflicting terms or conditions, unless otherwise prohibited by federal law or regulation.

11.2.       Compliance with Law. You represent and warrant that:  (a) You are not located in, domiciled in, a resident of, controlled by the government of, or organized under the laws of a country or region that is subject to a U.S. Government embargo (currently, Crimea, Cuba, Iran, North Korea, Syria and Venezuela); and (b) You are not on or, directly or indirectly, owned, in whole or part, by any person or persons on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons or any other U.S. government list of parties with respect to which transactions are forbidden or restricted.  You must not export, re-export, import, or transfer any good, service or other item that You received from SewerAI or Your right to access the Services in violation of U.S. law or in any manner that is forbidden for U.S. citizens, including, without limitation, transfer to a country or region that is subject to a U.S. government embargo, and You must not assist or facilitate others in doing any of the foregoing.  You acknowledge that it is Your responsibility to comply with any and all applicable export and import and economic sanctions laws.

11.3.       Force Majeure.  SewerAI will not be liable to You for any default or delay in the performance of any of its obligations under this Agreement if the default or delay is caused, directly or indirectly, by any cause beyond SewerAI’s reasonable control.

11.4.       Assignment.  Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed.  Notwithstanding the foregoing, without securing that prior consent, either Party will have the right to assign this Agreement and the obligations hereunder to any Affiliate or to any successor of that Party by way of merger, consolidation, reorganization or in connection with the acquisition of at least a majority of the business and assets of the assigning Party relating to the Agreement.  This Agreement will be binding on, and will inure to the benefit of, the authorized successors and assigns of the Parties.  Any attempt to assign other than in accordance with this provision will be null and void.

11.5.       Notice.  Any notice required or permitted to be given by SewerAI under this Agreement must be in writing and must be delivered to the email address You provided in connection with ordering any Services, by means of a service notice within Your account, or via registered mail return receipt requested or an internationally recognized courier addressed to the address You provided in connection with ordering any Services.  Any notice required or permitted to be given by You under this Agreement must be sent to SewerAI via registered mail return receipt requested or an internationally recognized courier to SewerAI Corporation, 227 Bliss Ct., Walnut Creek, CA 94598, USA.  Any notice will be deemed to have been given when sent.

11.6.       Independent Contractors.  The Parties acknowledge that the relationship of You and SewerAI is that of independent contractors and that nothing contained in this Agreement will be construed to place You and SewerAI in the relationship of principal and agent, master and servant, partners or joint venturers.

11.7.       Dispute Resolution.  If any dispute arises under this Agreement, each Party must submit the dispute for resolution by a level of employee or officer with decision-making authority.  If the dispute cannot be resolved in thirty (30) days, either Party may pursue all available remedies at law or in equity.

11.8.       Governing Law; Venue. This Agreement will be interpreted in accordance with the laws of the state of California, USA without reference to its conflict of law provisions. Any litigation, suit or other proceeding regarding the rights or obligations of the parties hereunder will be conducted exclusively before the state and federal courts in and for Santa Clara County, California, USA, and the parties specifically consent to Santa Clara County, California, USA, as the exclusive venue for any litigation, suit or other proceeding.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of which is expressly excluded.

11.9.       Entire Agreement.  This Agreement, together with any Orders, embodies the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the Parties relating to the subject matter hereof.  For avoidance of doubt, the Parties agree that no terms in any form purchase order, invoice, or other document that either Party may deliver, or imposed by any governmental acquisition regulation, whether or not signed by the other Party, will be deemed to modify or amend the terms of this Agreement and any additional or inconsistent terms will automatically be deemed unacceptable to and rejected by both Parties, and, consequently, null and void and of no force and effect. 

11.10.    Amendment; Waiver.  Except as otherwise provided in the introductory section of this Agreement, no amendment of any provision of this Agreement will be effective unless set forth in a writing signed by a representative of You and SewerAI, and then only to the extent specifically set forth that writing.   No course of dealing on the part of either Party, nor any failure or delay by either Party with respect to exercising any of its rights, powers or privileges under this Agreement or law will operate as a waiver of those rights, powers or privileges.  No waiver by either Party of any condition or the breach of any provision of this Agreement in any one or more instances will be deemed a further or continuing waiver of the same or any other condition or provision.

11.11.    Severability.  If any term of this Agreement or part of this Agreement not essential to the commercial purpose of this Agreement is held to be illegal, invalid or unenforceable, it is the intention of the Parties that the remaining terms or part of this Agreement will constitute their agreement with respect to the subject matter of this Agreement and all remaining terms or parts of this Agreement will remain in full force and effect.  To the extent legally permissible, any illegal, invalid or unenforceable provision of this Agreement will be replaced by a valid provision which will implement the commercial purpose of the illegal, invalid or unenforceable provision.

11.12.    Customer List. Unless You notify SewerAI in writing that You do not wish for SewerAI to list Your name and logo, SewerAI will have the right to include, on its website and sales collateral, Your name and Your logo (if any) in lists that identify customers of the Services, provided that Your name and logo will not be more prominently featured than references to any other customers.

11.13.    Headings.  The headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement.

‍SewerAI Terms of Service Schedule 1

Risk and Rehab Terms

‍The terms set out in this Schedule 1 are applicable to Your use of and access to Risk and Rehab, and form a part of the Agreement.  In the event of any conflict between the terms and conditions of this Schedule 1 and the main terms and conditions of the Agreement (“Main Terms”), the terms and conditions of this Schedule 1 will control with respect to your use of Risk and Rehab.

1.    Overview of Risk and Rehab.  Applying a proprietary algorithm, Risk and Rehab uses Your Content that You upload, Third-Party Materials (defined below), defined consequences of failure of underground assets (“Defined Factors”) and defined risk priorities (“Risk Recipe”) to generate a score regarding the likelihood of failure (“Risk Score”) and a Report suggesting which assets are recommended for repair and recommended means for repair (“Recommended Actions”).  “Third-Party Materials” means any third-party content or data used with Risk and Rehab that is in the public domain or provided under separate license agreement with the applicable third-party licensor, including any publicly available geospatial data.

1.1 Defined Factors.  Risk and Rehab provides a default set of Defined Factors that are generally applicable/usable to any sewer system (“Default Defined Factors”).  You have the ability to define certain unique consequences of failure of underground assets (“Customer Defined Factors”).  You acknowledge and agree that, if You create Customer Defined Factors that change the unique consequences of failure of underground assets, that can result in Risk and Rehab providing a different Risk Score and/or different Recommended Actions.

1.2 Risk Recipe.  Risk and Rehab provides a default Risk Recipe that is generally applicable/usable to any sewer system (“Default Risk Recipe”). You have the ability to customize  your Risk Recipe by changing the factors, and weights of factors (“Customer Risk Recipe”). You acknowledge and agree that, if You change the factors and weights of factors to create a Customer Risk Recipe, that can also result in Risk and Rehab providing a different Risk Score and/or different Recommended Actions.      

1.2 Recommended Actions.  Risk and Rehab generates Recommended Actions that are, by default, based on Your Content, asset data, and certain benchmark data supplied by Risk and Rehab based on Third-Party Materials and SewerAI’s permitted analysis of its customers’ content.  In providing Recommended Actions, Risk and Rehab relies upon a default decision tree that SewerAI has developed to provide recommended actions to You (“Default Decision Tree”). The Default Decision Tree does not prescribe solutions or the manner in which You implement the recommended actions, however, and You remain responsible for ensuring the appropriateness of any solutions or implementations You undertake.  You may have the ability to customize the Default Decision Tree (“Customer Decision Tree”).  You acknowledge and agree that, if You customize the Default Decision Tree to create a Customer Decision Tree, that may also change the Recommeded Actions that Risk and Rehab provides to You.

2.       Disclaimer of Liability.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE MAIN TERMS:  (a) IN NO EVENT WILL SEWERAI HAVE ANY LIABILITY OR OBLIGATION UNDER THE AGREEMENT BASED ON, ARISING OUT OF OR RELATED TO (I) DEFECTS IN YOUR CONTENT OR (II) ANY CUSTOMER DEFINED FACTORS, CUSTOMER RISK RECIPE, CUSTOMER DECISION TREE, RISK SCORE OR RECOMMENDED ACTIONS, INCLUDING WITHOUT LIMITATION FOR ANY CLAIM THAT ANY RISK SCORE OR RECOMMENDED ACTIONS IS INACCURATE, INCOMPLETE, UNRELIABLE, ILLEGAL OR INFRINGING; (b) IN NO EVENT WILL SEWERAI HAVE ANY LIABILITY OR OBLIGATION BASED ON, ARISING OUT OF OR RELATED TO ANY THIRD PARTY MATERIALS, INCLUDING WITHOUT LIMITATION ANY LIABILITY OR OBLIGATION ARISING OUT OF THE ACCURACY, COMPLETENESS, RELIABILITY, LEGALITY, INFRINGEMENT OR OTHER QUALITY OF ANY THIRD-PARTY MATERIALS; AND (c) THE INDEMNIFICATION AND RELATED OBLIGATIONS OF SEWERAI SET FORTH IN SECTION 8 OF THE MAIN TERMS WILL NOT APPLY TO ANY CLAIM THAT IS BASED ON, ARISES OUT OF OR IS RELATED TO YOUR CONTENT OR ANY CUSTOMER DEFINED FACTORS, CUSTOMER RISK RECIPE, CUSTOMER DECISION TREE OR THIRD-PARTY MATERIALS.  Risk and Rehab, including any Risk Score and Recommended Actions, are tools and are intended only to assist You with Your design, analysis, simulation, estimation, testing and other activities, and any Risk Score and Recommended Actions are not a substitute for Your professional judgment or Your own independent design, analysis, simulation, estimation and testing, including those with respect to materials specifications, stress, safety and utility.  It is Your responsibility to determine whether the use of any Risk Score or Recommended Actions is appropriate for Your purposes. You are solely responsible for Your (including Authorized Users’) use of Risk and Rehab and any results produced by Risk and Rehab, including any Risk Score and Recommended Actions.  You are also responsible for establishing adequate, independent procedures for verifying the reliability, accuracy, completeness, compliance with applicable legal requirements, and other characteristics of any Risk Score and Recommended Actions. You further acknowledge that Risk and Rehab and any Risk Score and Recommended Actions may not achieve the results You desire.  SEWERAI WILL NOT BE LIABLE OR RESPONSIBLE IN ANY MANNER WHATSOEVER FOR YOUR USE OF ANY RISK SCORE OR RECOMMENDED ACTIONS GENERATED BY RISK AND REHAB, WHETHER GENERATED FROM DEFAULT DEFINED FACTORS, DEFAULT RISK RECIPES OR DEFAULT DECISION TREES OR FROM CUSTOMER DEFINED FACTORS, CUSTOMER RISK RECIPES OR CUSTOMER DECISION TREES, INCLUDING ANY RESULTS OBTAINED FROM THAT USE OR ANY EXPENSES OR DAMAGES RESULTING FROM THAT USE.  YOU ACKNOWLEDGE THAT YOU UNDERSTAND HOW RISK AND REHAB WORKS, AND YOU AGREE THAT YOU ALONE ARE FULLY RESPONSIBLE  FOR THE ACTIONS YOU TAKE WITH RESPECT TO YOUR ASSETS, EVEN IF THOSE ACTIONS RELY SOLELY UPON THE RISK SCORES OR RECOMMENDED ACTIONS.   FOR THE AVOIDANCE OF DOUBT, THE ACCURACY WARRANTY FROM SEWERAI SET FORTH IN SECTION 7.2 OF THE MAIN TERMS WILL NOT APPLY TO RISK AND REHAB OR TO ANY RISK SCORE OR RECOMMENDED ACTIONS GENERATED BY RISK AND REHAB.

‍SewerAI Terms of Service Schedule 2

AI Chat Terms

‍The terms set out in this Schedule 2 are applicable to Your use of and access to AI Chat, and form a part of the Agreement.  In the event of any conflict between the terms and conditions of this Schedule 2 and the main terms and conditions of the Agreement (“Main Terms”), the terms and conditions of this Schedule 2 will control with respect to your use of AI Chat.

1.       Overview of AI Chat.  AI Chat uses large language models to evaluate Your Content that You make available to the service and then generates recommendations, estimates and other information in a chat interface.  You will have the ability to query and provide additional information and content (“Input”) to the AI Chat chat interface to seek clarifications, refinements and further information from AI Chat regarding its recommendations regarding Your underground assets.  For the purpose of this Schedule 2, “Output” means any recommendations, estimates, information and other content that AI Chat generates for You in response to Your Content or Input.

2.         Large Language Model Usage and Training. AI Chat uses large language models provided by third party service providers to generate Output.  In connection with the AI Chat service, SewerAI will:  (a) only use Your Content, Input and Output in aggregated and anonymized form to train, tune and/or test large language models provided by SewerAI; and (b) only permit its third-party service providers to use Your Content, Input and Output in aggregated and anonymized form to train, tune and/or test large language models provided by those service providers.

3.         Disclaimer of Liability.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE MAIN TERMS:  (a) IN NO EVENT WILL SEWERAI HAVE ANY LIABILITY OR OBLIGATION UNDER THE AGREEMENT BASED ON, ARISING OUT OF OR RELATED TO DEFECTS IN YOUR CONTENT OR INPUT, OR FOR ANY CLAIM THAT ANY OUTPUT IS INACCURATE, INCOMPLETE, UNRELIABLE, ILLEGAL OR INFRINGING; AND (b) THE INDEMNIFICATION AND RELATED OBLIGATIONS OF SEWERAI SET FORTH IN SECTION 8 OF THE MAIN TERMS WILL NOT APPLY TO ANY CLAIM THAT IS BASED ON, ARISES OUT OF OR IS RELATED TO YOUR CONTENT, INPUT OR ANY OUTPUT.  YOU ACKNOWLEDGE AND AGREE THAT: (i) OUTPUT GENERATED BY AI CHAT MAY NOT BE UNIQUE TO YOU AND IS NOT GUARANTEED TO BE FREE OF OFFENSIVE OR UNAUTHORIZED CONTENT; AND (ii) AI SOLUTIONS HAVE INHERENT LIMITATIONS WITH RESPECT TO: (A) THEIR DEPENDENCE ON TRAINING DATA; (B) THE WAY SUCH AI SOLUTIONS ARE USED AND PROMPTED; AND (C) THEIR ACCURACY (INCLUDING THE POSSIBILITY OF HALLUCINATIONS).  AI Chat and any Output are tools and are intended only to assist You with Your design, analysis, simulation, estimation, testing and other activities, and any recommendations contained in Output are not a substitute for Your professional judgment or Your own independent design, analysis, simulation, estimation and testing, including those with respect to materials specifications, stress, safety and utility.  It is Your responsibility to determine whether the use of any recommendations, estimates and other information and contained in Output is appropriate for Your purposes. You are solely responsible for Your (including Authorized Users’) use of AI Chat and any Output produced by AI Chat, including any estimates and recommended actions.  You are also responsible for establishing adequate, independent procedures for verifying the reliability, accuracy, completeness, compliance with applicable legal requirements, and other characteristics of any Output. You further acknowledge that AI Chat and any recommendations contained in Output may not achieve the results You desire.  SEWERAI WILL NOT BE LIABLE OR RESPONSIBLE IN ANY MANNER WHATSOEVER FOR YOUR USE OF ANY OUTPUT GENERATED BY AI CHAT, WHETHER GENERATED FROM YOUR CONTENT OR INPUT, INCLUDING ANY RESULTS OBTAINED FROM THAT USE OR ANY EXPENSES OR DAMAGES RESULTING FROM THAT USE.  YOU ACKNOWLEDGE THAT YOU UNDERSTAND HOW AI CHAT WORKS, AND YOU AGREE THAT YOU ALONE ARE FULLY RESPONSIBLE  FOR THE ACTIONS YOU TAKE WITH RESPECT TO YOUR ASSETS, EVEN IF THOSE ACTIONS RELY SOLELY UPON THE OUTPUT.   FOR THE AVOIDANCE OF DOUBT, THE ACCURACY WARRANTY FROM SEWERAI SET FORTH IN SECTION 7.2 OF THE MAIN TERMS WILL NOT APPLY TO AI CHAT OR TO ANY OUTPUT GENERATED BY AI CHAT.