RealAI
ENTERPRISE SUBSCRIPTION AGREEMENT
Last Updated: 1/30/2026
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THIS ENTERPRISE SUBSCRIPTION AGREEMENT OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS ENTERPRISE SUBSCRIPTION AGREEMENT (THE “ORDER FORM”, AND TOGETHER WITH THIS ENTERPRISE SUBSCRIPTION AGREEMENT, THIS “AGREEMENT”), YOU AGREE YOU HAVE READ AND ARE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE REALAI SERVICE (AS DEFINED BELOW).
THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE CUSTOMER TO SUBMIT CLAIMS CUSTOMER HAS AGAINST REALAI TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) CUSTOMER WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST REALAI ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) REALAI WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
This Agreement is between RealAI Systems, LLC, a Delaware limited liability company (“RealAI”) and Customer and is effective as of the date set forth in the Order Form (the “Effective Date”) and governs Customer’s use of RealAI’s SaaS-based artificial intelligence platform that generates automated real estate and market analysis using RealAI’s proprietary datasets together with any data provided by Customer (the “RealAI Service”).
1. Definitions
1.1 The following terms, when used in this Agreement will have the following meanings:
“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists, wherein “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity or power to direct an entity’s management.
“Confidential Information” means any information disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
“Documentation” means RealAI’s standard usage documentation for the RealAI Service.
“Order Form” means an order form, quote or other similar document that sets forth the specific RealAI Service and pricing therefor (including in relation to overages), permitted number of users and subscription term, and that references this Agreement and is mutually executed by the parties.
“User” means anyone that Customer allows to use its accounts for the RealAI Service, consisting of Customer’s employees, contractors (solely for purposes of providing services to Customer) and other third parties authorized by the Customer.
2. RealAI Product
2.1 Provision of RealAI Service. Subject to this Agreement, RealAI will use commercially reasonable efforts to make the RealAI Service available to Customer pursuant to this Agreement and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the RealAI Service for its internal business purposes to perform automated real estate, market, and portfolio analysis using RealAI’s proprietary datasets together with Customer Data. Customer may permit Users to use the RealAI Service on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the RealAI Service and for their compliance with this Agreement.
2.2 Data Security. RealAI will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer Data; (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. In furtherance of the foregoing, RealAI will maintain the administrative, physical and technical safeguards to protect the security of Customer Data that are described in the RealAI security page located at https://realai.com/security (the “Security Page”) posted as of the Effective Date (and as the Security Page may be updated by RealAI from time to time in its discretion.
2.3 Customer Responsibilities.
(a) Customer acknowledges that RealAI ’s provision of the RealAI Service is dependent on Customer providing all reasonably required cooperation and Customer will provide all such cooperation in a diligent and timely manner.
(b) Customer will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the RealAI Service and notify RealAI promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the RealAI Service and (ii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the RealAI Service, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, and RealAI will have no liability for such failure.
2.4 Affiliates. Any Affiliate of Customer will have the right to enter into an Order Form executed by such Affiliate and RealAI and this Agreement will apply to each such Order Form as if such Affiliate were a signatory to this Agreement. With respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Order Form is a separate obligation of the Customer entity that executes such Order Form, and no other Customer entity has any liability or obligation under such Order Form.
3. Fees
3.1 Fees. Customer will pay RealAI the fees set forth in the applicable Order Form. Customer will pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt of the applicable invoice (the “Payment Period”), unless a specific date for payment is set forth in such Order Form, in which case payment will be due on the date specified. Except as otherwise specified herein or in such Order Form, payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. If Customer disputes an invoice in good faith, it will notify RealAI within the Payment Period and the parties will seek to resolve the dispute as soon as reasonably practicable. RealAI may provide Customer with written notice of a change or increase in pricing for such Order Form at least sixty (60) days prior to the end of the then-current subscription term, and such modified pricing will become effective thereafter at the time of the renewal.
3.2 Late Payment. RealAI may suspend access to the RealAI Service immediately upon notice if Customer fails to pay any amounts hereunder at least five (5) days past the applicable due date. If RealAI has not received payment within five (5) days after the applicable due date, interest will accrue on past due amounts at the rate of one percent (1%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by RealAI.
3.3 Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of RealAI. Customer will not withhold any Taxes from any amounts due to RealAI.
4. Proprietary Rights
4.1 Ownership of Customer Data. All data and content uploaded or transmitted by Customer through the RealAI Service into its account or created, or generated by Customer within its account, in the RealAI Service (collectively, “Customer Data”) is the property of Customer, as between RealAI and Customer. If Customer is given permission by another customer of RealAI to access such other customer’s account within the RealAI Service, then, as between Customer and such other customer, the other customer will remain the owner and data controller of any data uploaded or manipulated within such other customer’s account. For the avoidance of doubt, Customer Data expressly excludes, as defined in this Agreement (i) any data and content accessed by Customer which belongs to RealAI or another RealAI customer and (ii) Usage Data.
4.2 Third Party Software. Any third party software provided by RealAI as part of the RealAI Services and specified in an Order Form (“Third Party Software”) is licensed to Customer as follows: RealAI hereby grants Customer a non-exclusive, non-transferable license during the subscription term set forth in the applicable Order Form to use Third Party Software solely as provided as a component of a Service.
4.3 Ownership of RealAI Intellectual Property and Developments. The RealAI Service, Aggregate Data, Usage Data, and RealAI’s Confidential Information (collectively, the “RealAI Intellectual Property”) are and will remain the property of RealAI and its licensors, and all right, title and interest in and to the RealAI Intellectual Property, including all associated intellectual property rights, remain only with RealAI and its licensors, along with any know-how, inventions, methods or techniques related to the RealAI Services developed or conceived as a result of RealAI providing, or Customer using, the RealAI Services, including without limitation any derivative works, improvements or enhancements and/or extensions of the foregoing (collectively, the “*Developments***”**). Customer hereby unconditionally and irrevocably assigns to RealAI any and all rights it might otherwise acquire in the RealAI Intellectual Property and any Developments as a result of its use of the RealAI Services or otherwise. Customer may not make any modification to the RealAI Services, including removal or modification of any proprietary marking or restrictive legends contained therein. RealAI reserves all rights unless expressly granted in this Agreement.
4.4 License to Customer Data. RealAI maintains technical and organizational measures for protection of the security, confidentiality and integrity of the Customer Data. Subject to the terms of this Agreement, Customer hereby grants to RealAI a non-exclusive, royalty-free, fully paid up, non-sublicensable (except to contractors, consultants and other service providers performing services on behalf of RealAI), non-transferable (except as expressly permitted by Section 10.3 below) right and license to copy, distribute, display, create derivative works of and otherwise use Customer Data to provide and operate the RealAI Service and otherwise perform RealAI’s obligations under this Agreement. RealAI will not be responsible for modifications, manipulations, updates or deletions to the Customer Data made by Users nor responsible for confirming the accuracy of any Customer Data. During the term of this Agreement, Customer may export the Customer Data as allowed by the functionality within the RealAI Service. Upon expiration or termination of this Agreement, RealAI may retain an archival copy of the Customer Data kept in the normal course of business or for purposes of complying with applicable law, provided that such archival copy will be retained on a confidential basis for the duration of its retention.
4.5 Feedback. Customer may from time to time provide RealAI suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the RealAI Service. RealAI will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. RealAI will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate, license and otherwise fully exercise and exploit any such Feedback in connection with its products and services. All Feedback is provided “AS IS” and RealAI will not publicly identify Customer as the source of Feedback without Customer’s permission.
4.6 Machine Learning.
(a) The RealAI Service includes proprietary and third party advanced technologies, such as artificial intelligence, machine learning systems, third party large language models, and similar technology and features (together, “AI Technology”). Due to the nature of AI Technology, information, content, recommendations, or data generated by such AI Technology (“Output”) may be incorrect or inaccurate. The RealAI Service features that include AI Technology are not a substitute for human oversight. Customer acknowledges and agrees that:
(i) Output received from the RealAI Service may contain errors or misleading information and may not always be accurate or reliable. Customer should not rely on information from the RealAI Service as a sole source of truth or factual information, or as a substitute for professional advice.
(ii) Customer must evaluate Output for accuracy and appropriateness for Customer’s use case, including using human review as appropriate, before using such information.
(iii) Customer must not use any information received from the RealAI Service relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
(b) RealAI bears no liability to Customer or anyone else arising from or relating to Customer’s use of AI Technology.
4.7 Aggregated Data; Usage Data. RealAI may utilize Customer Data in a de-identified form as a component in the creation of aggregated data sets, solely to the extent that such derivative data is fully anonymized and de-identified (such derived data the “Aggregate Data”). “Usage Data” means data collected by RealAI in monitoring the performance and use of the RealAI Service by Customer, and may include, without limitation, date and time that Users access the RealAI Services, the portions of the RealAI Services visited, the frequency and number of times the RealAI Services are accessed, and other performance data. Usage Data may be shared on a confidential basis with RealAI’s own service providers and may not be disclosed in a non-confidential manner unless it has been anonymized and de-identified. RealAI is the sole owner of all right, title, and interest in and to the Aggregate Data, Usage Data, and any combination thereof, and may be used by RealAI for any lawful purpose, including, for the avoidance of doubt to improve and develop RealAI’s products and services.
5. Confidentiality; Restrictions
5.1 Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law. Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section 5, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
5.2 Technology Restrictions. Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the RealAI Service; (b) attempt to probe, scan or test the vulnerability of the RealAI Service, breach the security or authentication measures of the RealAI Service without proper authorization or wilfully render any part of the RealAI Service unusable; (c) use or access the RealAI Service to develop a product or service that is competitive with RealAI’s products or services or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the RealAI Service or otherwise offer the RealAI Service on a standalone basis; (e) engage, nor permit others to engage, in any scraping of, or the use of any text or data mining, robots, or similar data gathering or extraction methods on or affecting, any content, data, or other materials in connection with use of the Real AI Product; (f) otherwise use the RealAI Service in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form; or (g) upload any personal data or personally identifiable information to the RealAI Service.
6. Warranties and Disclaimers
6.1 Mutual. Each party warrants that (a) it has the legal power and authority to enter into this Agreement and (b) it will use industry-standard measures to avoid introducing viruses or other malicious code into the RealAI Service.
6.2 RealAI. RealAI warrants that the RealAI Service will perform materially as described in the Documentation (the “Performance Warranty”). RealAI will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer, which represents Customer’s exclusive remedies and RealAI’s sole liability for breach of the Performance Warranty.
6.3 Customer. Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, including Customer Data, and to permit RealAI to use the same as contemplated hereunder.
6.4 DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE REALAI SERVICE IS INTENDED TO AUGMENT THE EFFICIENCY OF, BUT NOT REPLACE, CUSTOMER’S SYSTEMS AND PROCESSES. REALAI DOES NOT REPRESENT OR WARRANT THAT THE REALAI SERVICE WILL BE ERROR-FREE AND CUSTOMER ACKNOWLEDGES THAT THE INSIGHTS PROVIDED BY THE REALAI SERVICE DO NOT CONSTITUTE PROFESSIONAL ADVICE OR COUNSEL.
6.5 BETA PRODUCTS. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH REALAI WHERE CUSTOMER GETS TO USE ALPHA OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY REALAI. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. REALAI DOES NOT PROVIDE ANY INDEMNITIES, SUPPORT OR OTHER COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CUSTOMER OR REALAI MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA PRODUCTS AT ANY TIME.
7. Indemnification
7.1 Indemnity by RealAI. RealAI will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the RealAI Service as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by RealAI) in connection with any such Claim; provided that (a) Customer will promptly notify RealAI of such Claim, (b) RealAI will have the sole and exclusive authority to defend and/or settle any such Claim (provided that RealAI may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with RealAI in connection therewith. If the use of the RealAI Service by Customer has become, or in RealAI’s opinion is likely to become, the subject of any claim of infringement, RealAI may at its option and expense (i) procure for Customer the right to continue using and receiving the RealAI Service as set forth hereunder; (ii) replace or modify the RealAI Service to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and provide a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term. RealAI will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) designs, guidelines, configurations, plans or specifications provided by Customer; (B) use of the RealAI Service by Customer not in accordance with this Agreement; (C) modification of the RealAI Service by or on behalf of Customer; (D) Customer Data, or (E) the combination, operation or use of the RealAI Service with other products or services where the RealAI Service would not by itself be infringing (clauses (A) through (E), “Excluded Claims”). This Section states RealAI’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.
7.2 Indemnification by Customer. Customer will defend RealAI against any Claim made or brought against RealAI by a third party arising out of the Excluded Claims, and Customer will indemnify RealAI for any damages finally awarded against RealAI (or any settlement approved by Customer) in connection with any such Claim; provided that (a) RealAI will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without RealAI’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases RealAI of all liability) and (c) RealAI reasonably cooperates with Customer in connection therewith.
8. Limitation of Liability
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF USE, LOST PROFITS OR INTERRUPTION OF BUSINESS, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE, OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY AGGREGATE LIABILITY IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
9. Termination
9.1 Term. The term of this Agreement will commence on the Effective Date and continue until terminated as set forth below. The initial term of each Order Form will begin on the Order Form Effective Date of such Order Form and will continue for the subscription term set forth therein. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms of one (1) year each, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
9.2 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.
9.3 Survival. Upon expiration or termination of this Agreement (a) all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to payment, proprietary rights and confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below, and (b) each party will return or destroy, at the other party’s option, any Confidential Information of such party in the other party’s possession or control.
10. Arbitration
10.1 Agreement to Arbitrate: This Section is referred to as the “Arbitration Agreement.” Customer agrees that any and all disputes or claims that have arisen or may arise between Customer and RealAI, whether arising out of or relating to this Agreement or the Program, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that Customer may assert individual claims in small claims court, if Customer’s claims qualify. Customer agrees that, by agreeing to this Agreement, Customer and RealAI are each waiving the right to a trial by jury or to participate in a class action. Customer’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.
10.2 Prohibition of Class and Representative Actions and Non-Individualized Relief: Customer and RealAI agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both Customer and RealAI agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
10.3 Pre-Arbitration Dispute Resolution: RealAI is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant’s satisfaction by emailing RealAI’s support team at contact@realai.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to RealAI should be sent to 11 Dupont Circle NW, 9th Floor, Washington, DC 20036 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If RealAI and Customer do not resolve the claim within sixty (60) calendar days after the Notice is received, Customer or RealAI may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Customer or RealAI shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Customer or RealAI is entitled.
10.4 Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless RealAI and Customer agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If Customer’s claim is for $10,000 or less, RealAI agrees that Customer may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If Customer’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
10.5 Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.
10.6 Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
10.7 Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than Section 10.2 above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Section 10.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.
11. General
11.1 Publicity. Customer agrees that RealAI may refer to Customer’s name and trademarks in RealAI’s marketing materials and website; however, RealAI will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).
11.2 Assignment. Neither party hereto may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement; provided that in all cases Customer may not assign this Agreement to any competitor of RealAI without RealAI’s prior written consent. Any attempted assignment by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
11.3 Amendment; Waiver. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
11.4 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
11.5 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
11.6 Governing Law. This Agreement will be governed by the laws of the State of Delaware, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
11.7 Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the parties must be sent to the respective address set forth in the signature blocks below, or such other address designated pursuant to this Section.
11.8 Entire Agreement; Interpretation. This Agreement comprises the entire agreement between Customer and RealAI with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). To the extent of any conflict or inconsistency between the provisions in this Enterprise Subscription Agreement and the Order Form, if any, the terms of this Enterprise Subscription Agreement will prevail, unless the Order Form expressly amends a provision in this Agreement. No oral or written information or advice given by RealAI, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. For purposes hereof, “including” means “including without limitation”.
11.9 Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyberattacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.