TheTop Engine and Transparency Dashboard

General Terms and Conditions · Software License Agreement · September 2026

These General Terms and Conditions (the "Terms") apply to every Order Form executed by TheTop Holdings Inc. ("TheTop") and a customer ("Customer"), and to any use of the Transparency Dashboard or TheTop Engine. They apply regardless of which AI Providers Customer connects, now or in the future. If you are reading these Terms without a signed Order Form, they do not by themselves grant any access or rights. TheTop and Customer are each a "Party."

1. Definitions

"AI Provider" means any third party that supplies artificial intelligence models, assistants, agents, developer tools, or related services which Customer connects to the Services or whose usage the Services measure, including model providers, cloud-hosted model services, and artificial intelligence features embedded in other applications. TheTop is not an AI Provider and does not supply, host, train, or control any AI Provider's models.

"Connected Accounts" means the AI Provider accounts, workspaces, seats, keys, administrative and analytics interfaces, identity or directory services, and other systems Customer connects to the Services or authorizes TheTop to access.

"Supported Providers" means the AI Providers, models, and integration methods that TheTop actually supports at a given time, as TheTop may publish or confirm in writing and update from time to time. The set of Supported Providers is expected to change during the term. A reference to an AI Provider in marketing materials, demonstrations, discussions, this Agreement, or Exhibit A does not make it a Supported Provider.

"Services" means the Transparency Dashboard and, if activated, TheTop Engine, in each case as made available by TheTop from time to time, together with any related documentation TheTop makes available (the "Documentation").

"Customer Data" means the data Customer or its personnel submit to, or that passes through or is generated through use of, the Services, including account, usage, billing, and directory information drawn from Connected Accounts and, where the Engine or gateway is used, the prompts, responses, files, and other content transmitted through it ("Customer Content").

"Usage Metadata" means counts, patterns, token figures, cost figures, timestamps, classifications, fingerprints, hashes, embeddings, performance and quality signals, and similar derived or technical data that the Services compute from Customer Data or from Customer's use of the Services, as distinct from the underlying Customer Content itself.

"Aggregated Data" means data derived from Customer Data or Usage Metadata that has been aggregated or de-identified so that it does not identify Customer or any individual.

"Annual AI Spend Managed" means the trailing twelve-month total of Customer's AI Provider spend that is connected through TheTop's gateway, across all connected AI Providers, as determined by TheTop under Section 7.

"Beta Features" means any feature, capability, integration, or Supported Provider that TheTop identifies as beta, early access, preview, limited availability, or in staged rollout, or that is otherwise not designated by TheTop as generally available.

"Order Form" means the signature page or other ordering document that references these Terms and sets out the Parties, pricing, and term. The Order Form, these Terms, and any exhibits together form the "Agreement."

2. The Services

Transparency Dashboard. A reporting layer intended to give visibility into artificial intelligence spend, usage patterns, and risk signals across Customer's Connected Accounts, to the extent the relevant AI Provider exposes administrative, analytics, audit, or billing interfaces that TheTop has integrated. It does not intercept, alter, or route traffic and does not by itself reduce spend. What the Dashboard can show for a given AI Provider depends entirely on the data that provider makes available, which varies by provider and changes over time.

TheTop Engine. An optional layer that, once Customer directs traffic through TheTop's gateway, may offer some or all of the following, depending on the AI Provider, connection mode, and feature set available at the time: routing a request to a different model according to Customer's policies, serving a cached response, drawing on stored organizational memory, applying configurable spend limits and guardrails, and reporting estimated savings against a baseline Customer defines.

Descriptions are not commitments. Descriptions of the Services in this Agreement, Exhibit A, the Documentation, TheTop's website, proposals, demonstrations, roadmaps, and marketing materials describe functionality that may be available. They are not a commitment that any particular feature, capability, model, connection mode, or Supported Provider exists, will be delivered, will be available for any particular AI Provider, or will continue to be available. Customer's decision to enter into this Agreement is based on the Services as they exist on the Effective Date, and not on any future functionality or on any oral or written statement about future functionality.

Connection modes. Depending on what an AI Provider exposes and what TheTop has integrated, the Services may connect to Customer's artificial intelligence usage in one or more ways, including (a) seat-based and end-user applications, generally measurable on a read-only basis only, and on which savings generally cannot arise because those surfaces offer no mechanism to substitute a model; (b) developer and command-line tools; (c) direct programmatic traffic, including models consumed through a cloud marketplace, which may support routing, caching, memory, and guardrails when Customer directs that traffic through the gateway; and (d) artificial intelligence embedded in other applications, generally countable for coverage and adoption only. TheTop does not commit that any connection mode is or will be available for any particular AI Provider.

Changes to the Services. TheTop may modify the Services, including their features, interfaces, architecture, hosting, and Supported Providers, at any time. TheTop will use reasonable efforts to avoid materially reducing the core functionality of a paid, generally available feature during a paid term without reasonable notice, but is not otherwise restricted in how it evolves the Services.

3. Supported Providers and New Integrations

Customer may connect any AI Provider that is a Supported Provider at the time of connection, and doing so does not require an amendment to this Agreement. These Terms apply to each newly connected AI Provider from connection, and Engine fees apply to the resulting Annual AI Spend Managed under the same rate card. The capabilities available for a newly connected AI Provider may differ from those available for other providers.

TheTop does not represent or warrant that it supports, or will in the future support, any particular AI Provider, model, model version, integration method, or capability, and is under no obligation to add any of them. TheTop may add, modify, limit, or discontinue support for any AI Provider, model, or integration method, and may change how a capability is delivered, at any time. If an AI Provider changes, restricts, deprecates, prices, or withdraws an interface, model, or policy in a way that affects a capability, TheTop may modify or discontinue the affected capability, with reasonable notice where practical and without liability.

Customer's sole and exclusive remedy for any modification or discontinuation under this Section 3 or Section 2 is to stop using the affected capability and, where Customer has prepaid a separately stated fee for that specific capability, to receive a pro rata refund of the prepaid, unused portion of that fee. If Customer asks TheTop to support an AI Provider or capability that is not then available, TheTop may decline, or may agree in writing subject to a separate statement of work, additional fees, or a schedule TheTop determines. Any such statement does not become binding until signed by both Parties.

4. License Grant and Acceptable Use

Subject to this Agreement and timely payment of any fees due, TheTop grants Customer a nonexclusive, nontransferable, nonsublicensable, revocable license, for the term of this Agreement, to access and use the Services solely for Customer's own internal business purposes in accordance with the Documentation. All rights not expressly granted are reserved by TheTop and its licensors.

Customer will not, and will not permit any third party to: sublicense, resell, rent, lease, or provide the Services to any third party or use them on a service-bureau basis; reverse engineer, decompile, or attempt to derive the source code, models, prompts, routing logic, or classifiers of the Services, except to the extent applicable law prohibits that restriction; use the Services or any output, benchmark, or performance data to build, train, or assist a competing product or service; scrape, crawl, or systematically extract data from the Services; interfere with or circumvent any security, rate-limiting, metering, or access control of the Services; remove or alter any proprietary notices; use the Services in violation of any AI Provider's terms; use the Services for any unlawful, harmful, or infringing purpose; or use the Services in connection with any activity where failure or error of the Services could lead to death, personal injury, or severe physical or environmental damage, or as the sole basis for any decision with legal or similarly significant effects on individuals. TheTop may monitor use of the Services for compliance with this Section.

5. Customer Responsibilities and Connected Accounts

Customer is solely responsible for: maintaining its own agreements with each AI Provider and paying those providers directly; having the authority and rights to connect the Connected Accounts and to authorize TheTop's access to them, and confirming that doing so is permitted under each AI Provider's terms; the accuracy and effect of its own configuration, including budgets, routing policies, model policies, guardrail rules, memory settings, caching settings, and savings baselines; the content of Customer Content and its suitability for transmission to any AI Provider; reviewing and validating any output of an AI Provider before relying on it; securing its credentials, keys, and administrative access; maintaining its own backups of Customer Data; ensuring that its use of the Services complies with its AI Provider agreements and applicable law; and providing any notices to, and obtaining any consents from, its personnel that measurement, analytics, or processing of their artificial intelligence usage may require.

Customer will not submit to the Services, or direct through the gateway, any data whose processing is subject to specific legal or contractual requirements that the Services are not designed to meet, including protected health information, payment card data, government-issued identifiers, export-controlled technical data, or data of children, unless TheTop has agreed in writing to receive that category of data. The Services' detection features, where enabled, are a convenience and do not shift this responsibility.

TheTop may rely on instructions, approvals, and configurations submitted by Customer's authorized administrators or through valid credentials, and is not responsible for actions taken through them. Customer acknowledges that routing a request to a different model, serving a cached response, or drawing on stored memory may produce a different output than the model or request Customer originally specified would have produced, and that this is an inherent characteristic of the Engine that Customer accepts by activating it. While the Engine is active, Customer will not route traffic outside the gateway for the purpose of reducing Annual AI Spend Managed and avoiding Engine fees.

6. Feedback and Publicity

Customer may choose to give TheTop feedback, suggestions, or ideas about the Services and is never obligated to do so. If Customer does, Customer grants TheTop a perpetual, worldwide, royalty-free, irrevocable, sublicensable license to use, incorporate, and commercialize that feedback without payment, attribution, or other obligation to Customer. TheTop will not publicly attribute specific feedback to Customer, and will not use Customer's name or logo in marketing, on its website, or in a customer list without Customer's prior written consent, which may be given by email.

7. Fees and Payment

Fees are set out on the Order Form and, for TheTop Engine, in the rate card in Exhibit A. Except as expressly stated on the Order Form, fees are quoted and payable in United States dollars, are exclusive of applicable taxes (which are Customer's responsibility other than taxes on TheTop's net income), and are due within thirty days of invoice. Engine fees are calculated monthly on Annual AI Spend Managed across all connected AI Providers and are invoiced in arrears. Where the Order Form provides a promotional, discounted, or no-charge period, that pricing applies only for the stated period and only to the Services stated, and standard pricing applies thereafter as described on the Order Form.

Amounts Customer owes its AI Providers are separate from fees owed to TheTop, are Customer's sole responsibility, and are not reduced, credited, offset, or guaranteed by this Agreement or by any savings figure shown in the Services. TheTop may determine Annual AI Spend Managed from data collected by the Services, from provider reports, and from reasonable estimates where provider data is incomplete or delayed, and where usage was understated for any period TheTop may invoice the difference for up to the prior twelve months. TheTop may, on reasonable notice and not more than once per year, request records reasonably necessary to verify Annual AI Spend Managed. Fees paid are nonrefundable except where this Agreement expressly provides a refund.

TheTop may change list pricing effective on any renewal term by giving at least thirty days' notice before that term begins. Late amounts may accrue interest at the lesser of one and a half percent per month or the maximum rate allowed by law, and TheTop may suspend access to paid features, after notice, if undisputed fees remain unpaid for more than fifteen days. Customer will notify TheTop in writing of any good-faith fee dispute within thirty days of the invoice date; invoices not disputed in that period are deemed accepted.

8. Term and Termination

This Agreement has the term described on the Order Form and renews as described there unless earlier terminated under this Section. Either Party may terminate this Agreement for convenience on thirty days' prior written notice. Either Party may terminate immediately on written notice if the other Party materially breaches this Agreement and does not cure that breach within fifteen days of receiving notice describing it, or if the other Party becomes insolvent, files for bankruptcy, or ceases operations. TheTop may terminate or suspend any Services provided at no charge, and any Beta Features, at any time on notice.

TheTop may suspend or restrict access immediately, without advance notice, where reasonably necessary to prevent security risk, legal exposure, nonpayment, misuse, or harm to TheTop, to other customers, or to any AI Provider platform, or where an AI Provider requires it, and will notify Customer promptly after doing so. On termination or expiration, Customer's license ends, all accrued fees become due, each Party will return or destroy the other's Confidential Information on request (subject to routine backups and legal retention requirements), and TheTop will make Customer Data then held in the Services available for export in a format TheTop reasonably determines for thirty days, after which TheTop may delete it and has no further obligation to retain it. TheTop may retain Usage Metadata and Aggregated Data after termination. Sections 1, 4 (restrictions), 6, 7, and 9 through 21 survive termination, together with any provision that by its nature should survive.

9. Data, Security, and Privacy

Ownership and use. As between the Parties, Customer owns all Customer Data. TheTop will use Customer Data only to provide, support, secure, maintain, and improve the Services; to enforce this Agreement; to comply with law; and to generate Usage Metadata and Aggregated Data. TheTop owns Usage Metadata and Aggregated Data and may use them for any lawful purpose during and after the term, including to operate, analyze, benchmark, and improve the Services and to develop new products, provided that TheTop does not disclose Aggregated Data in a form that identifies Customer.

What the Services process. The Transparency Dashboard processes account, usage, billing, and directory information drawn from Connected Accounts. When Customer activates the Engine and directs traffic through the gateway, the Services necessarily receive and process Customer Content, including prompts and responses, in order to route, cache, apply guardrails, and provide memory. Certain features, including caching and organizational memory, store Customer Content or representations derived from it for as long as those features are enabled and for a reasonable period thereafter. TheTop designs its detection and reporting features to rely on Usage Metadata rather than on stored Customer Content where the feature allows, but TheTop does not represent that any feature operates without processing or storing Customer Content, and Customer is responsible for deciding which features to enable and which traffic to route through the gateway in light of this.

Access to content. TheTop personnel do not access Customer Content in the ordinary course, and will access it only where necessary to operate or support a feature Customer has enabled, to respond to a support request, to investigate a security incident, suspected misuse, or a technical problem, or as required by law. TheTop maintains reasonable logging of its personnel's access to Customer Content and will make a summary available on Customer's reasonable written request. TheTop has no visibility into, and makes no representation about, access to Customer Data by any AI Provider or its personnel.

AI Providers and subprocessors. Customer acknowledges and instructs that the Services transmit Customer Data to the AI Providers Customer connects and, where applicable, to TheTop's hosting and infrastructure providers, and authorizes TheTop to use such third parties as subprocessors. Each AI Provider's handling of Customer Data is governed solely by Customer's agreement with that AI Provider, and TheTop is not responsible for it. TheTop will make a current list of its infrastructure subprocessors available on request.

Security. TheTop will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure, appropriate to the nature of the data and the stage of the Services. TheTop does not guarantee that the Services will be free of vulnerabilities or that unauthorized access will never occur. TheTop will notify Customer without undue delay, and in any case within seventy-two hours, after confirming a security incident that has resulted in unauthorized access to Customer Data, and will provide information reasonably available to TheTop to help Customer meet its own notification obligations.

Data protection roles. Where data protection law applies to Customer Data, Customer is the controller (or business) and TheTop is a processor (or service provider) acting on Customer's documented instructions, which consist of this Agreement and Customer's configuration of the Services. Where such law requires additional terms, the Parties will execute TheTop's then-standard data processing addendum, which on execution forms part of this Agreement. Customer is responsible for determining that its measurement, analytics, and processing of personnel usage are lawful in each jurisdiction where its personnel work, and for any employee notice, consent, works council, or impact assessment process that determination requires. TheTop may process and store Customer Data in the United States and in any other jurisdiction where TheTop or its subprocessors operate.

Retention and deletion. TheTop retains Customer Data for as long as needed to provide the Services and as described in Section 8, and may retain copies in routine backups for a limited period and where required by law. Customer may request deletion of specific Customer Content from caching or memory features through the Services or by written request, and TheTop will act on that request within a commercially reasonable period.

10. Confidentiality

Each Party may receive confidential or proprietary information of the other Party, including this Agreement's terms, Customer Data, and nonpublic information about the Services, pricing, and roadmap (together, "Confidential Information"). Each Party will use the other's Confidential Information only to perform this Agreement, will protect it using at least the same care it uses for its own similarly sensitive information and no less than reasonable care, and will not disclose it to any third party except to employees, contractors, advisors, and (for TheTop) subprocessors and AI Providers as needed to provide the Services, who need to know it and are bound to confidentiality obligations at least as protective as this Section. These obligations do not apply to information that is or becomes public through no fault of the receiving Party, was already known to the receiving Party without an obligation of confidentiality, is independently developed without use of the disclosing Party's Confidential Information, or must be disclosed by law, provided the receiving Party gives prompt notice where legally permitted. These obligations survive for three years after termination, except that Customer Content and trade secrets remain protected for as long as they qualify as such under applicable law.

11. Intellectual Property

TheTop and its licensors own all right, title, and interest in and to the Services, including all software, models, prompts, routing logic, classifiers, dashboards, Documentation, Usage Metadata, Aggregated Data, and all improvements, derivatives, and modifications, whether or not those improvements incorporate Customer feedback. No provision of this Agreement transfers any of that ownership to Customer, and no implied licenses are granted. Customer retains all right, title, and interest in Customer Data and in Customer's own systems, trademarks, and business information. Outputs generated by an AI Provider's models are governed by Customer's agreement with that AI Provider; TheTop claims no ownership of them and makes no representation about Customer's rights in them.

12. Beta Features and Stage of the Services

Customer acknowledges that, as of the Effective Date, the Services are an early-stage product and that their features, interfaces, integrations, and Supported Providers are expected to change materially during the term. Certain features are offered as Beta Features, including capabilities described in Exhibit A that remain in staged rollout. TheTop will use reasonable efforts to identify Beta Features as such. Beta Features are provided for evaluation, may be incomplete, may contain errors, may not be supported, and may be modified, limited, or discontinued at any time without liability, with notice where practical. Customer's use of a Beta Feature in production is at Customer's own risk. No service level, uptime, support response, or data durability commitment applies to any part of the Services unless the Parties execute a written service level addendum, and none applies to Beta Features or to Services provided at no charge in any event.

13. AI Providers and Other Dependencies

The Services depend on AI Providers and other third-party systems that TheTop does not control. TheTop is not a party to Customer's agreements with any AI Provider and is not responsible for any AI Provider's availability, performance, security, privacy practices, pricing, model behavior, outputs, model changes or deprecations, rate limits, terms, policy or contract changes, data accuracy, or decision to suspend or terminate Customer's account, and none of those events is a breach of this Agreement. TheTop's obligations are suspended to the extent performance depends on an AI Provider or other third-party system that is unavailable, has changed, or has restricted access. Customer is responsible for confirming that connecting an AI Provider to the Services, and directing traffic through TheTop's gateway, is permitted under that AI Provider's terms.

Spend, usage, savings, and other figures shown in the Services are derived from data those providers report and from TheTop's own measurements, and are estimates for management purposes only. They may be incomplete, delayed, or differ from the AI Provider's own records. The invoices and billing statements Customer receives from each AI Provider govern what Customer owes that provider, and Customer will not rely on figures shown in the Services for tax, accounting, regulatory, audit, or billing-dispute purposes without independent verification.

14. No Guarantee of Savings, Accuracy, or Enforcement Outcomes

Savings figures, forecasts, recommendations, classifications, cluster names, detections, memory contents, and other outputs of the Services are produced by software, including machine learning models, from the data available, and depend on Customer's workloads, configuration, chosen baseline, connection modes, and AI Provider pricing and behavior. TheTop does not warrant any particular level of savings or cost reduction, that routing to a different model will preserve output quality, any degree of accuracy or completeness, any detection or classification rate, that cached or memory-based responses will be current or correct, or that guardrails will identify or block every sensitive or noncompliant request or will never block a permitted one.

Guardrails, budgets, limits, routing rules, memory, caching, and baselines operate as Customer configures them. Customer is solely responsible for the operational and business consequences of those settings, including requests that are blocked, delayed, allowed, cached, or served by a different model than Customer expected, and for testing changes before enforcing them. Enforcement components may be configured to allow traffic through or to block it when they are unavailable; Customer is responsible for selecting and testing the behavior appropriate to its needs, and TheTop is not responsible for the consequences of either behavior. The Services are one control among others, and Customer will not rely on them as its sole control for any legal, regulatory, security, or compliance obligation.

15. Warranty Disclaimer

Except as expressly stated in this Agreement, the Services, Beta Features, Documentation, and all figures, outputs, and recommendations are provided "as is" and "as available." To the maximum extent permitted by law, TheTop disclaims all other warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, and any warranty arising from course of dealing or usage of trade, and any warranty that the Services will be uninterrupted, timely, secure, error-free, or accurate, that any defect will be corrected, or that the Services will meet Customer's requirements or achieve any result. TheTop makes no warranty regarding any AI Provider or any output generated by an AI Provider's models, whether or not routed through the Services. Customer is responsible for independently verifying any figure or output before relying on it for a decision with material financial, legal, or operational consequences. No advice or information, whether oral or written, obtained from TheTop creates any warranty not expressly stated in this Agreement.

16. Limitation of Liability

To the maximum extent permitted by law, neither Party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, or cost of substitute services, arising out of or related to this Agreement, however caused and under any theory of liability, even if advised of the possibility of such damages. This includes any claim based on artificial intelligence spend that was incurred, not avoided, or not reduced; on any request that was blocked, allowed, delayed, cached, or routed to a different model; on any output of an AI Provider; or on any figure shown in the Services.

General cap. Except as stated below, each Party's total aggregate liability arising out of or related to this Agreement, for all claims together, will not exceed the total fees actually paid by Customer to TheTop under this Agreement in the twelve months immediately before the event giving rise to the claim. Where no fees have been paid in that period, that amount is five thousand dollars.

Enhanced cap. For breach of Section 10, for a security incident caused by a Party's failure to meet its obligations under Section 9, and for a Party's indemnification obligations under Section 17, the limit is two times the amount described above.

Exclusions. Neither cap applies to Customer's payment obligations, to Customer's breach of Sections 4 or 5, or to either Party's gross negligence, willful misconduct, or fraud, and nothing in this Agreement limits any liability that cannot be limited under applicable law. The Parties agree that the limitations in this Section reflect the allocation of risk on which the pricing is based and are an essential basis of the bargain, and that they apply even if a limited remedy fails of its essential purpose.

17. Indemnification

TheTop will defend Customer against any third-party claim alleging that Customer's authorized use of the generally available, paid Services, as provided by TheTop, infringes that third party's United States patent, copyright, or trademark, and will pay any resulting damages finally awarded or agreed in settlement, provided Customer promptly notifies TheTop of the claim, gives TheTop sole control of the defense and settlement, and provides reasonable cooperation. This obligation does not apply to claims arising from Customer Data or Customer Content; Beta Features or Services provided at no charge; Customer's modification of the Services; use of the Services in combination with materials, systems, or AI Providers not provided by TheTop; use of a feature after TheTop notified Customer to stop; Customer's configuration; or any AI Provider's models, outputs, or services. If use of the Services is enjoined or TheTop believes it may be, TheTop may, at its option, procure the right to continue use, modify the Services to avoid infringement, or terminate the affected feature and refund any prepaid, unused fees for it. This paragraph states TheTop's entire liability for intellectual property claims.

Customer will defend and indemnify TheTop and its affiliates, officers, directors, employees, and contractors against any third-party claim, and any resulting damages, costs, and reasonable attorneys' fees, arising from Customer Data or Customer Content; Customer's breach of this Agreement or of any AI Provider agreement; Customer's violation of applicable law; Customer's configuration of budgets, routing, guardrails, memory, or caching; Customer's use of, or reliance on, any output of an AI Provider; claims by Customer's personnel or other individuals relating to measurement, analytics, or processing of their artificial intelligence usage or data; and Customer's misuse of the Services. TheTop will promptly notify Customer of any such claim, give Customer control of the defense (provided Customer may not settle any claim that imposes obligations on TheTop or admits fault without TheTop's written consent), and provide reasonable cooperation at Customer's expense.

18. Compliance with Laws and Export Control

Each Party will comply with applicable law in connection with this Agreement, including applicable data protection, employment, financial services, artificial intelligence, anti-corruption, sanctions, and export control laws. Customer is solely responsible for determining whether its use cases for artificial intelligence, and its use of the Services in connection with them, are permitted under laws applicable to Customer, including any law regulating artificial intelligence systems or automated decision-making, and for any transparency, notice, or impact assessment those laws require. Customer will not use the Services in a manner that would cause TheTop to violate any such law, and represents that neither it nor any user is located in, or a national of, a jurisdiction subject to comprehensive United States sanctions or on any United States government restricted-party list.

19. Governing Law and Disputes

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or related to this Agreement that is not resolved informally, and waive any objection to venue or personal jurisdiction there. Before filing a claim, a Party will give the other Party written notice of the dispute and a good-faith opportunity of at least thirty days to resolve it. Either Party may seek injunctive or other equitable relief without that waiting period to protect its Confidential Information or intellectual property. Any claim must be brought within one year after the claiming Party knew or should have known of the facts giving rise to it. Each Party waives any right to a jury trial and to participate in a class or representative action, to the extent permitted by law.

20. No Reliance; Roadmap

Customer acknowledges that it has not relied on, and TheTop has not made, any representation, warranty, or commitment not expressly set out in this Agreement, including any statement in a proposal, demonstration, pilot, security questionnaire response, roadmap, presentation, website, marketing material, or discussion regarding current or future features, Supported Providers, savings, performance, security, or timelines. Any statement about future functionality or Supported Providers is a statement of current intent only, may change or be abandoned at any time, and does not create any obligation.

21. General Provisions

Order of Precedence. If the documents conflict, the Order Form controls, then these Terms, then the exhibits, then the Documentation. A purchase order, vendor portal form, vendor code of conduct, or similar Customer document has no effect on this Agreement even if TheTop accepts, signs, or acknowledges it.

Assignment and Subcontracting. Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or of the business to which this Agreement relates, provided the assignee agrees in writing to be bound by this Agreement. TheTop may use subcontractors and subprocessors to perform the Services and remains responsible for their performance of TheTop's obligations.

Notices. Notices must be in writing and sent to the addresses or email addresses the Parties designate on the Order Form or update by written notice. Notices are effective on receipt, or one business day after being sent by email to the designated address without a bounce.

Entire Agreement and Amendment. This Agreement, including the Order Form and its exhibits, is the entire agreement between the Parties regarding the Services and supersedes any prior or contemporaneous discussions, proposals, or agreements on that subject. Any amendment must be in writing and signed by both Parties, except that TheTop may update these Terms as published for future Order Forms, may update the Documentation and the list of Supported Providers at any time as described in Section 3, and may make updates to these Terms during the term that are required by law or by an AI Provider, or that do not materially reduce Customer's rights, on notice to Customer.

Severability and Waiver. If any provision is found unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be interpreted to best reflect the Parties' original intent. No waiver is effective unless in writing, and no failure or delay in enforcing a provision waives the right to do so later.

Force Majeure. Neither Party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including outages, restrictions, or changes affecting any AI Provider, cloud platform, or other third-party service on which the Services depend, denial-of-service attacks, acts of government, labor disputes, and natural disasters.

Relationship and Beneficiaries. The Parties are independent contractors. This Agreement creates no partnership, joint venture, fiduciary, or agency relationship, and no third party has any right to enforce it, including any AI Provider or any of Customer's personnel.

Interpretation. Headings are for convenience only. "Including" means "including without limitation." No rule of strict construction applies against either Party.

Counterparts and Electronic Signature. This Agreement may be signed in counterparts, including by electronic signature, each of which is an original and all of which together form one instrument.