Filmore Terms and Conditions

Version 2.0 · Last updated August 27, 2026

Prior versions are archived at filmore.ai/terms/archive. A PDF of any version is available at hello@filmore.ai.

How these Terms are organized

These Legal Terms have two parts.

Part A, Website and General Terms, applies to everyone who accesses filmore.ai or the Services, including visitors and free account holders. Part A is Sections 1 through 27 below and is substantially the same as our prior Terms.

Part B, Subscription Terms, applies in addition to a customer that has signed an Order Form with Filmore, and governs that customer's subscription to the Services.

Where both parts could apply, Part B controls. Nothing in Part A limits, reduces, or qualifies a commitment Filmore makes to a customer in Part B. Where a Section of Part A is expressly superseded for Order Form customers, that Section says so.

Agreement to Our Legal Terms

We are Filmore, Inc. ("Company," "we," "us," "our"), a Delaware corporation with offices at 900 Camp Street 3rd Floor #1288, New Orleans, LA 70130, United States.

We operate the website https://filmore.ai (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

Filmore is a market intelligence and engagement platform for construction equipment dealers. We aggregate public data and dealer-provided data to deliver prioritized sales and service opportunities to dealer field representatives via SMS, email, and integrations with the dealer's existing systems of record.

You can contact us by phone at (504) 474-6787, email at hello@filmore.ai, or by mail to 900 Camp Street 3rd Floor #1288, New Orleans, LA 70130, United States.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Filmore, Inc., concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We will provide you with prior notice of any scheduled changes to the Services you are using. The modified Legal Terms will become effective upon posting or notifying you by hello@filmore.ai, as stated in the email message. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms. For a customer under an Order Form, changes to these Legal Terms take effect as provided in Part B Section 1.3 and not on posting.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Legal Terms for your records.

Table of Contents

PART A — Website and General Terms

1. Our Services
2. Intellectual Property Rights
3. User Representations
4. User Registration
5. Purchases and Payment
6. Subscriptions
7. Prohibited Activities
8. User Generated Contributions
9. Contribution License
10. Third-Party Websites and Content
11. Services Management
12. Privacy Policy
13. Term and Termination
14. Modifications and Interruptions
15. Governing Law
16. Dispute Resolution
17. Corrections
18. Disclaimer
19. Limitations of Liability
20. Indemnification
21. User Data
22. Electronic Communications, Transactions, and Signatures
23. SMS Text Messaging
24. California Users and Residents
25. Miscellaneous
26. Customer Data and Aggregated Insights
27. Contact Us

PART B — Subscription Terms

1. Agreement Structure
2. The Services
3. Customer Data and Data Rights
4. Security
5. Output and Use Rights
6. Customer Responsibilities
7. Fees and Payment
8. Term and Termination
9. Confidentiality
10. Intellectual Property
11. Warranties and Disclaimers
12. Indemnification
13. Limitation of Liability
14. General

PART A — Website and General Terms

1. Our Services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. Intellectual Property Rights

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services "AS IS" for your internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to:

• access the Services; and
• download or print a copy of any portion of the Content to which you have properly gained access,

solely for your internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: hello@filmore.ai. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

For a customer under an Order Form, this Section 2 does not limit that customer's rights in the Output under Part B Section 5.1, and does not apply to Customer Data.

Your submissions

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, or feedback about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

Submissions do not include Customer Data, and do not include any information a customer under an Order Form designates as confidential. For such customers, Part B Sections 3, 9, and 10 govern, and Filmore will not identify the customer as the source of feedback.

You are responsible for what you post or upload: By sending us Submissions through any part of the Services you:

• confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
• to the extent permissible by applicable law, waive any and all moral rights to any such Submission;
• warrant that any such Submission are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and
• warrant and represent that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party's intellectual property rights, or (c) applicable law.

3. User Representations

By using the Services, you represent and warrant that:

(1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise, except as expressly permitted by an Order Form or by us in writing; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. User Registration

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

5. Purchases and Payment

We accept payment by major credit card and, where we make it available, by ACH bank transfer.

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. All payments shall be in US dollars.

We may change prices at any time. For a customer under an Order Form, fees and fee changes are governed by Part B Section 7 and the Order Form, and this paragraph does not permit a change to fees during a term already underway.

You agree to pay all charges at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services.

6. Subscriptions

Subscriptions to the Services are purchased under an Order Form and are governed by Part B Sections 7 and 8 and by that Order Form, including the length of the term, renewal, notice periods, termination rights, and refunds. In the event of any inconsistency, the Order Form and Part B control over this Section 6.

Free accounts

We may make a free self-service account available. A free account is provided at our discretion, may be modified or discontinued at any time, and does not convert to a paid subscription unless you separately sign an Order Form or complete a paid checkout.

7. Prohibited Activities

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Use of the Services and the Output by a customer under an Order Form, for that customer's own internal business purposes as described in Part B Section 5.1, is approved.

As a user of the Services, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
• Use a buying agent or purchasing agent to make purchases on the Services.
• Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use the Services as part of any effort to compete with us, or use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise other than the internal business use expressly permitted above.
• Use the Service to send communications in violation of applicable law, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, state telemarketing laws, or similar regulations governing SMS, voice, or email communications.
• Use the Service to contact individuals who have opted out of communications, are on do-not-call lists, or have otherwise indicated they do not wish to be contacted.
• Upload, submit, or provide to the Service any data that you do not have the legal right to share, including personal information collected without proper consent or in violation of applicable privacy laws.
• Use the Service to harass, defraud, or mislead any individual or business.
• Reverse engineer, decompile, or attempt to derive the source code, algorithms, or underlying data structures of the Service.
• Use the Service to compete with Filmore, including by extracting data to build a competing product or service.
• Resell, sublicense, or otherwise make the Service available to third parties without Filmore's prior written consent.

8. User Generated Contributions

We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Any Contributions you transmit may be treated in accordance with the Services' Privacy Policy.

Contributions do not include Customer Data. Customer Data is governed by Part B Section 3, which applies to any user who submits Customer Data to the Services.

When you create or make available any Contributions, you thereby represent and warrant that:

• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us and the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
• You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
• Your Contributions are not false, inaccurate, or misleading.
• Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
• Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
• Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
• Your Contributions do not violate any applicable law, regulation, or rule.
• Your Contributions do not violate the privacy or publicity rights of any third party.
• Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
• Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
• Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.

9. Contribution License

You and Filmore agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensation to you. For a customer under an Order Form, Part B Section 10.3 applies and Filmore will not identify that customer as the source.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

10. Third-Party Websites and Content

The Services may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

This Section 10 does not apply to Filmore's own service providers, which are addressed in Part B Section 4.3.

11. Services Management

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

For a customer under an Order Form, suspension and availability of the Services are governed by Part B Sections 2.4 and 6.5, which supersede this Section 11 as to that customer's access to the Services and Customer Data.

12. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy: filmore.ai/privacy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

13. Term and Termination

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

This Section 13 does not apply to a customer under an Order Form. Termination and suspension of an Order Form customer are governed exclusively by Part B Sections 6.5, 8.3, 8.4, and 8.5, and return or deletion of Customer Data by Part B Section 3.7.

14. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

For a customer under an Order Form, this Section 14 is subject to Part B Sections 1.3 (version control), 2.4 (changes to the Services), and 2.5 (support), which supersede it.

15. Governing Law

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Louisiana applicable to agreements made and to be entirely performed within the State of Louisiana, without regard to its conflict of law principles.

16. Dispute Resolution

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Orleans, Louisiana. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Orleans, Louisiana, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Order Form customers

This Section 16 does not apply to a customer under an Order Form. Disputes between Filmore and an Order Form customer are resolved as provided in Part B Section 14.3, which specifies the state and federal courts located in Orleans Parish, Louisiana.

17. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

18. Disclaimer

Except as expressly stated in Part B Section 11.2, which applies to customers under an Order Form:

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

For clarity, item (3) above does not limit Filmore's obligations under Part B Sections 4.1 and 4.2.

19. Limitations of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE ONE (1) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

This Section 19 does not apply to a customer under an Order Form. Liability between Filmore and an Order Form customer is governed exclusively by Part B Section 13.

20. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

This Section 20 does not apply to a customer under an Order Form. Indemnification between Filmore and an Order Form customer is governed exclusively by Part B Section 12, which is mutual.

21. User Data

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

This Section 21 does not apply to Customer Data. Customer Data is governed by Part B Sections 3 and 4, and nothing in this Section 21 limits Filmore's obligations there.

22. Electronic Communications, Transactions, and Signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

23. SMS Text Messaging

Program Description

By opting into any Filmore text messaging program, you expressly consent to receive text messages (SMS) to your mobile number. Filmore text messages may include: account alerts.

Messages Filmore sends on behalf of a customer. Where Filmore delivers messages to a customer's representatives, prospects, or contacts at that customer's direction, Filmore acts as that customer's service provider. Responsibility for the lawful basis and any required consent for those recipients rests with the customer as provided in Part B Section 6.3. This Section 23 governs messages Filmore sends on its own behalf.

Opting Out

If at any time you wish to stop receiving SMS messages from us, simply reply to the text with "STOP." You may receive an SMS message confirming your opt out. After this, you will no longer receive SMS messages from us. If you want to join again, please sign up as you did the first time and we will start sending SMS messages to you again.

Message and Data Rates

Please be aware that message and data rates may apply to any SMS messages sent or received. The rates are determined by your carrier and the specifics of your mobile plan. Carriers are not liable for delayed or undelivered messages. If you have any questions about your text plan or data plan, contact your wireless provider.

Support

If you have any questions or need assistance regarding our SMS communications, please reply with the keyword HELP. You can also email us at hello@filmore.ai or call at (504) 474-6787. If you have any questions regarding privacy, please read our Privacy Policy: filmore.ai/privacy.

24. California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

25. Miscellaneous

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

For a customer under an Order Form, the entire agreement and assignment provisions in Part B Sections 14.5 and 14.6 supersede the corresponding provisions of this Section 25.

26. Customer Data and Aggregated Insights

Customer Data is governed by Part B Section 3, which applies to any user who submits Customer Data to the Services, whether under an Order Form or a free account.

27. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

PART B — Subscription Terms

Part B governs the Filmore services purchased under an Order Form. It applies between Filmore and the customer identified on that Order Form ("Customer"). Filmore and Customer are each a "Party" and together the "Parties." Where Part B conflicts with Part A, Part B controls.

1. Agreement Structure

1.1 What makes up the Agreement. Part B, together with each Order Form signed by the Parties and the Privacy Policy at filmore.ai/privacy, forms the "Agreement." An "Order Form" is a document signed by both Parties that identifies the Customer, the scope of services purchased, the fees, and the term.

1.2 Order of precedence. If an Order Form conflicts with Part B, the Order Form controls as to the subject matter it expressly addresses, and Part B controls in all other respects. If Part A conflicts with Part B, Part B controls. Terms in a purchase order or other Customer ordering document that are inconsistent with or additional to the Agreement are rejected and have no effect.

1.3 Version control. Filmore may update these Legal Terms. The version in effect on the Effective Date of an Order Form governs that Order Form for its initial term. Updated Legal Terms apply to that Order Form beginning with its next renewal term, and Filmore will make the updated version available at least sixty (60) days before that renewal term begins. Each version is dated and archived.

1.4 Definitions.

• "Authorized User" means an employee or contractor of Customer that Customer permits to use the Services.
• "Customer Data" means data Customer provides to Filmore or authorizes Filmore to access, including customer master and account records, CRM and ERP extracts, telematics data, and territory and representative information.
• "Licensed Territory" means the geographic and organizational scope of service identified on the Order Form.
• "Output" means the lists, scores, matched datasets, reports, alerts, and messages Filmore delivers to Customer under an Order Form.
• "Services" has the meaning given in Part A, as scoped by the Order Form.

2. The Services

2.1 Access. Subject to the Agreement, Filmore grants Customer a non-exclusive, non-transferable right during the term of an Order Form to access and use the Services for the Licensed Territory, for Customer's internal business purposes.

2.2 Authorized Users. Customer may permit Authorized Users to use the Services as provided on the Order Form. Customer is responsible for the acts and omissions of its Authorized Users and for the security of their credentials.

2.3 Delivery. Filmore delivers Output by the methods identified on the Order Form, which may include SMS, email, file export, or delivery into Customer's systems. Filmore is not obligated to write data into any Customer system of record unless the Order Form says so.

2.4 Changes to the Services. Filmore may modify and improve the Services. Filmore will not materially degrade the core functionality Customer purchased during the term of an Order Form.

2.5 Support. Filmore will provide support by email at hello@filmore.ai during United States business hours and will use commercially reasonable efforts to respond within one business day. The Agreement does not include a service level or uptime commitment unless one is stated on the Order Form.

2.6 Beta features. Filmore may make pre-release features available and will identify them as such. Beta features are optional, provided as is, and excluded from Sections 2.4, 2.5, 11, and 12.

3. Customer Data and Data Rights

This Section governs how Customer Data and data derived from it may be used. It is central to the Agreement.

3.1 Ownership. As between the Parties, Customer retains all right, title, and interest in Customer Data. Nothing in the Agreement transfers ownership of Customer Data to Filmore.

3.2 Permitted use. Filmore will use Customer Data solely to provide and support the Services for Customer, including suppression, entity matching, enrichment, scoring, and delivery of Output. Customer grants Filmore a non-exclusive, worldwide, royalty-free license to access, use, process, store, transmit, and display Customer Data for that purpose.

3.3 Tenancy. Customer Data is maintained in a logically separated environment for Customer.

3.4 No competitive leakage. Filmore will not disclose Customer Data in raw or record-level form to any third party, and will not make Customer's raw Customer Data available to any other Filmore customer.

3.5 Aggregated and de-identified use. Subject to Sections 3.3 and 3.4, Filmore may aggregate, de-identify, and analyze Customer Data, and may use, retain, and share the resulting insights, models, benchmarks, and derived signals for any lawful purpose, including to operate and improve the Services, develop new features, generate industry benchmarks, and share insights with other customers and partners. Filmore will maintain such data in aggregated or de-identified form so that it cannot reasonably be used to identify Customer or any specific individual or Customer account, will not include Customer's raw records, and will not attempt to re-identify it. This right survives termination.

3.6 Publicly sourced facts. Facts that Filmore independently obtains from public records or other lawful sources are not Customer Data, even where they concern a company that is also a customer of Customer. Filmore may use such facts without restriction under this Section 3.

3.7 Return or deletion. Within thirty (30) days after expiration or termination of an Order Form, or at any earlier time on Customer's written request, Filmore will, at Customer's election, return or delete Customer Data and confirm in writing. This does not apply to archival or legal-hold copies not actively used, or to de-identified outputs permitted by Section 3.5.

3.8 Customer representation. Customer represents and warrants that it has all necessary rights, consents, and authority to provide Customer Data to Filmore and to grant the licenses in this Section 3.

3.9 Personal information. Filmore processes personal information as described in the Privacy Policy. Where Filmore processes personal information on Customer's behalf, it does so only on Customer's documented instructions, which include the Agreement.

4. Security

4.1 Safeguards. Filmore will maintain administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit and at rest using industry-standard encryption, access limited to personnel with a need to access it, and an information security program consistent with industry-standard practices.

4.2 Incident notice. If Filmore confirms unauthorized access to or disclosure of Customer Data, Filmore will notify Customer in writing as promptly as reasonably practicable, and in any event within seventy-two (72) hours after confirmation, provide the detail then known, and cooperate with Customer's investigation and remediation.

4.3 Service providers. Filmore may use service providers to help deliver the Services, including hosting, communications, data enrichment, and artificial intelligence providers. Filmore binds them to obligations at least as protective as those in Sections 3 and 4 and remains responsible for their performance. A current list is available to Customer on request.

4.4 Diligence. On Customer's reasonable written request, no more than once in any twelve (12) month period, Filmore will provide its then-current security documentation.

5. Output and Use Rights

5.1 License to Customer. Filmore grants Customer a non-exclusive, non-transferable, royalty-free license, during and after the term of an Order Form, to use, reproduce, and create derivative works from the Output for Customer's internal sales, marketing, and business operations. This license survives termination.

5.2 Restrictions. Customer will not resell or sublicense the Output to any third party as a standalone data product, or provide the Output in raw form to a direct competitor of Filmore in the market intelligence services market. Use of the Output in Customer's ordinary course business, in customer-facing communications, and with service providers acting on Customer's behalf is permitted.

5.3 Quality commitment. Filmore will use commercially reasonable efforts to deliver accurate, complete, and timely Output, and will report known data-quality issues with each material delivery. Output is assembled in part from public records and third-party sources whose accuracy Filmore does not control; Section 11.3 states the applicable disclaimer.

6. Customer Responsibilities

6.1 Inputs. Customer will designate a business point of contact and a data point of contact, and will provide a customer or account list sufficient for suppression and matching. Filmore's ability to deliver the Services depends on Customer providing these inputs.

6.2 Acceptable use. Part A Section 7 applies to Customer and its Authorized Users, as modified by the approval of internal business use stated in that Section.

6.3 Outreach compliance. Customer is responsible for its own use of the Services and the Output, including compliance with applicable law governing outreach such as the Telephone Consumer Protection Act, CAN-SPAM, and state analogues. Where Filmore sends communications on Customer's behalf, Filmore does so at Customer's direction and as Customer's service provider. Customer is responsible for the content it approves and represents that it has a lawful basis and any required consent for each recipient it directs Filmore to contact.

6.4 Message records. Filmore will honor opt-out requests it receives and will provide opt-out and delivery records to Customer on request.

6.5 Suspension. Filmore may suspend access to the Services on notice if Customer's use presents a security risk, violates applicable law, or breaches Part A Section 7 or Section 6.3 above, or if undisputed fees remain unpaid as described in Section 7.4. Filmore will limit any suspension to what is reasonably necessary and will restore access promptly once the cause is resolved. This Section 6.5 supersedes Part A Sections 11 and 13 as to Customer.

7. Fees and Payment

7.1 Fees. Customer will pay the fees stated on the Order Form. Fees are fixed for the initial term of the Order Form except for scope Customer adds during that term.

7.2 Payment method. Unless the Order Form says otherwise, Customer will enroll in automatic recurring payments and authorize Filmore to charge Customer's payment method for all amounts due, including applicable taxes. Enrollment in and maintenance of automatic payment is a condition of access to the Services. If Filmore cannot charge Customer's payment method, Customer remains responsible for the uncollected amount and Filmore may re-attempt the charge.

7.3 Taxes. Fees are exclusive of sales, use, and similar taxes, which are Customer's responsibility. Customer will provide an exemption certificate if applicable.

7.4 Late amounts. Undisputed amounts more than thirty (30) days past due accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Filmore may suspend the Services on fifteen (15) days' written notice if undisputed fees remain unpaid.

7.5 Refunds. Except as expressly stated in the Agreement, fees are non-refundable and payment obligations are non-cancelable.

7.6 Fee changes. Filmore may adjust fees for a renewal term by giving Customer written notice at least sixty (60) days before the end of the then-current term. Customer may decline by giving notice of non-renewal under Section 8.2. Filmore will not change fees during a term already underway. This Section 7.6 supersedes the price-change language in Part A Section 5.

8. Term and Termination

8.1 Term. Each Order Form begins on its Effective Date and continues for the initial term stated on it.

8.2 Renewal. Each Order Form automatically renews for successive renewal terms of the same length unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term, or by the notice period stated on the Order Form if different.

8.3 Other termination rights on the Order Form. An Order Form may give Customer additional rights to terminate for convenience, including in connection with an initial evaluation period. Those rights, and the notice required to exercise them, are as stated on the Order Form. On any termination for convenience, Customer remains responsible for fees accrued through the effective date of termination, and fees already paid are not refunded.

8.4 Termination for cause. Either Party may terminate an Order Form immediately on written notice if the other Party materially breaches the Agreement and fails to cure within thirty (30) days after written notice of the breach, or fifteen (15) days for a payment breach.

8.5 Effect of termination. On expiration or termination, Customer's access to the Services ends and all fees accrued through the effective date become due. Section 3.7 governs Customer Data. This Section 8 supersedes Part A Sections 6 and 13 as to Customer.

8.6 Survival. Sections 1, 3, 4.2, 5.1, 5.2, 7 as to accrued fees, 8.5, 8.6, 9, 10, 12, 13, and 14 survive termination.

9. Confidentiality

9.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer's Confidential Information includes Customer Data. Filmore's Confidential Information includes the methodology and structure of the Output, pricing, and non-public product information.

9.2 Obligations. The receiving Party will protect the disclosing Party's Confidential Information with at least reasonable care, use it only to perform under the Agreement, and disclose it only to personnel and contractors who need to know and are bound by comparable obligations. A Party may disclose Confidential Information if required by law, after giving reasonable advance notice where permitted.

9.3 Exceptions. These obligations do not apply to information that is or becomes public through no fault of the recipient, was rightfully held before disclosure, is rightfully obtained from a third party without a duty of confidence, or is independently developed without reference to the disclosing Party's Confidential Information.

9.4 Duration. Confidentiality obligations survive two (2) years after termination, except that obligations regarding Customer Data survive indefinitely.

10. Intellectual Property

10.1 Filmore IP. Filmore retains all right, title, and interest in the Services and in its data pipelines, methodology, software, models, algorithms, and any pre-existing or independently developed materials used to produce the Output.

10.2 Customer IP. Customer retains all right, title, and interest in Customer Data and any materials Customer provides. Part A Section 2 does not operate to assign Customer Data or Customer Confidential Information to Filmore.

10.3 Feedback. If Customer provides feedback about the Services, Filmore may use it to improve its products without restriction, provided Filmore does not identify Customer as the source.

10.4 Publicity. Filmore may identify Customer by name and logo as a Filmore customer on its website and in sales materials. Either Party may withdraw this permission on written notice. Neither Party will issue a press release or case study referencing the other without prior written consent, not to be unreasonably withheld.

11. Warranties and Disclaimers

11.1 Mutual. Each Party represents that it has the right and authority to enter into the Agreement.

11.2 Filmore. Filmore represents that it will perform the Services in a professional and workmanlike manner, that public-records data in the Output is sourced from public records, that third-party data is obtained from providers that to Filmore's knowledge have lawful rights to license it for the contemplated use, and that the Output will not to Filmore's knowledge contain any virus or malicious code at delivery.

11.3 Disclaimer. Except as expressly stated in the Agreement, the Services and Output are provided "AS IS," and Filmore disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Filmore does not warrant that any individual record will be accurate or that any individual contact will be reachable.

12. Indemnification

12.1 By Filmore. Filmore will defend Customer from any third-party claim alleging that the Services or Output, as delivered by Filmore and used in accordance with the Agreement, infringe a United States intellectual property right, and will indemnify Customer for damages and reasonable attorneys' fees finally awarded or agreed in settlement. Filmore has no obligation for a claim arising from Customer's modification of the Output, combination with materials not provided by Filmore where the claim would not otherwise have arisen, or use outside the license in Section 5.

12.2 By Customer. Customer will defend Filmore from any third-party claim arising from Customer Data, Customer's outreach or communications, or Customer's use of the Services or Output in violation of the Agreement or applicable law, and will indemnify Filmore for damages and reasonable attorneys' fees finally awarded or agreed in settlement.

12.3 Procedure. The Party seeking indemnity will promptly notify the other, give the indemnifying Party control of the defense and settlement, with no non-monetary obligation or admission imposed without consent, and reasonably cooperate at the indemnifying Party's expense.

12.4 Sole remedy. Section 12.1 states Filmore's sole liability and Customer's sole remedy for any claim that the Services or Output infringe intellectual property rights.

12.5 Relationship to Part A. This Section 12 supersedes Part A Section 20 as to Customer.

13. Limitation of Liability

13.1 Cap. Except as stated in Sections 13.2 and 13.3, each Party's total cumulative liability under the Agreement will not exceed the total fees paid or payable by Customer under the applicable Order Form in the twelve (12) months preceding the event giving rise to the claim.

13.2 Higher cap. For a Party's breach of Section 9, and for Filmore's breach of Section 3 or Section 4, the cap in Section 13.1 is increased to two times (2x) that amount.

13.3 No cap. No cap applies to the indemnification obligations in Section 12, Customer's payment obligations, or either Party's fraud, gross negligence, or willful misconduct.

13.4 Excluded damages. Neither Party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data. This exclusion does not apply to obligations under Section 9, the indemnification obligations in Section 12, or fraud or willful misconduct.

13.5 Relationship to Part A. This Section 13 supersedes Part A Section 19 in full as to Customer.

14. General

14.1 Independent contractors. The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, or employment relationship.

14.2 Notices. Notices must be in writing and sent by email to the addresses on the Order Form, with a copy to hello@filmore.ai for notices to Filmore, or by overnight courier to the addresses on the Order Form.

14.3 Governing law; venue. The Agreement is governed by the laws of the State of Louisiana, without regard to conflicts principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Orleans Parish, Louisiana. Any claim must be brought within one (1) year after the cause of action arose. Either Party may seek injunctive relief at any time. This Section 14.3 supersedes Part A Section 16 as to Customer, and no Dispute between the Parties is subject to arbitration.

14.4 Force majeure. Neither Party is liable for failure or delay, other than payment, caused by circumstances beyond its reasonable control. The affected Party will give prompt notice and use reasonable efforts to resume.

14.5 Assignment. Neither Party may assign the Agreement without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets. This supersedes the assignment language in Part A Section 25 as to Customer.

14.6 Entire agreement; amendment. The Agreement is the entire agreement between the Parties on its subject matter and supersedes prior understandings. Except as provided in Section 1.3, it may be amended only by a writing signed by both Parties.

14.7 Severability. If any provision is held invalid, the remaining provisions remain in effect and the invalid provision is modified to the minimum extent necessary to be enforceable.

14.8 No third-party beneficiaries. The Agreement benefits only the Parties and their permitted successors and assigns.

14.9 Counterparts; electronic signature. An Order Form may be signed in counterparts and by electronic signature, each of which is deemed an original. Part A Section 22 applies.

14.10 Waiver. A Party's failure to enforce a provision is not a waiver of its right to enforce it later.