Terms & Conditions

1. Agreement to Terms

By accessing, registering for, or using the products and services offered by Danfe.ai (the "Services"), you (the "End User") acknowledge that you have read, understood, and agreed to be legally bound by the following:

• The Danfe.ai Privacy Notice, as most recently updated on July 22, 2025, which outlines how Danfe.ai collects, uses, and protects your personal data.
• The Danfe.ai Master Subscription Agreement (MSA), which governs the commercial terms of service, subscription rights, renewal, termination, and overall contractual relationship.
• The Danfe.ai Service Terms, which cover any training, consulting, onboarding, integration, and other professional services.
• Any Order Schedule, Enterprise Terms, or Indirect Purchase Terms applicable to your specific subscription or contract with Danfe.ai.

If you are accessing the services on behalf of a company or legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. If you do not agree with these terms or lack authority, you must not use the Services.

2. Privacy & Data Processing

Personal Data Usage

Danfe.ai collects, processes, stores, and discloses personal data in accordance with its Privacy Notice. This includes, but is not limited to, information collected when:

• You register for an account
• Interact with customer support
• Participate in training or feedback sessions
• Engage with marketing communications

Personal data may be used for the delivery of services, technical support, account management, product enhancement, and relevant communications for customer interactions.

Data Processing on Behalf of Customers

Where Danfe.ai processes data on behalf of an enterprise or corporate customer (including employee training logs, compliance records, or analytics), such processing is governed by a Data Processing Addendum (DPA) or any other applicable contractual policy that complies with data protection regulations such as GDPR, HIPAA, or regional equivalents.

Consumer Rights

If you are a resident of California, you have rights under the California Consumer Privacy Act (CCPA/CPRA), including the right to:

• Access or delete your data
• Opt out of "sale" or sharing of personal data
• Correct inaccurate data

You may submit data subject requests via Danfe.ai's Data Privacy Portal or contact [email protected] for assistance.

3. Use of Services

Scope & Duration

The Services provided under this Agreement include but are not limited to training, onboarding, compliance consulting, LMS access, and custom configuration, as detailed in your Order Schedule or MSA.

Unless otherwise agreed in writing, your license or access to each purchased Service shall expire on the earlier of:

• The end date stated in the applicable Order Schedule; or
• Three hundred sixty-five (365) calendar days from the effective date of that schedule.

Access after expiration is prohibited unless renewed.

Time & Rescheduling

• A standard consulting or training session constitutes one full business day, regardless of whether services exceed 10 hours.
• You may reschedule Services up to five (5) business days in advance without penalty.
• If you reschedule or cancel with less than five business days' notice, you may be charged up to 50% of the scheduled service fee to cover preparation and opportunity cost.

Facilities & Customer Cooperation

You are responsible for providing the working environment, tools, and cooperation necessary for Danfe.ai to deliver services effectively. This includes:

• Safe and compliant physical or virtual working conditions
• Network or platform access (where applicable)
• Provision of accurate data or system credentials
• Reasonable coordination with your internal personnel

Failure to provide access or support may delay service delivery or result in added costs, for which Danfe.ai is not responsible.

4. Intellectual Property

Danfe.ai Materials

All intellectual property rights—including but not limited to copyrights, trademarks, patents, and trade secrets—pertaining to software, documentation, training materials, and other assets provided by Danfe.ai (collectively, “Danfe.ai Materials”) shall remain the exclusive property of Danfe.ai.

You are granted a non-exclusive, non-transferable, limited license to use Danfe.ai Materials solely as necessary to access and use the Services during the agreed service term. No ownership interest is transferred to you under this Agreement.

Customer Materials

You retain all rights, title, and interest in your own data, content, files, and documents provided to Danfe.ai (“Customer Materials”). However, by submitting or uploading Customer Materials, you grant Danfe.ai a limited license to:

• Use the materials solely for the purpose of providing the contracted Services
• Copy, store, analyze, and process such materials in accordance with the MSA and DPA

Any deliverables or outputs created using both Danfe.ai Materials and Customer Materials shall be governed as follows:

• The underlying Danfe.ai components remain licensed and owned by Danfe.ai
• Any customization or embedded data outputs may be used by the customer as permitted under the Order Schedule or MSA

Use of such materials beyond the licensed scope may require separate written authorization.

5. Responsibilities & Conduct

Your Obligations

You agree to:

• Provide Danfe.ai with accurate, complete, and timely information, data, instructions, and other materials necessary for Danfe.ai to perform the Services ("Customer Materials"). You are responsible for the accuracy, legality, and intellectual property rights of all Customer Materials you provide.
• Permit Danfe.ai personnel to access your premises as reasonably required for onsite services. Such access shall comply with your applicable safety, security, and operational policies provided to Danfe.ai in writing in advance.
• Not record, reproduce, distribute, or share any training sessions, materials, documentation, or other proprietary content provided by Danfe.ai without Danfe.ai's prior written consent.

Failure to comply with these obligations may result in delays, additional costs, or suspension of Services, for which Danfe.ai shall not be liable.

Export Controls

You acknowledge that the Services, software, and technical data provided under this Agreement may be subject to export control and economic sanctions laws, including but not limited to the U.S. Export Administration Regulations (EAR) and similar laws in other jurisdictions. You represent and warrant that you will not:

• Export, re-export, release, or transfer any Services, software, or technical data (or direct product thereof) in violation of any applicable export laws or regulations.
• Use the Services for any purpose prohibited under applicable laws, including but not limited to nuclear, missile, chemical, or biological weapons proliferation.

You agree to indemnify and hold Danfe.ai harmless from any claims, losses, or liabilities arising out of your breach of this section.

6. Fees, Expenses & Payment

Fees & Invoicing

The fees for the Services shall be set forth in your applicable Order Schedule. Unless otherwise specified:

• Fees are exclusive of taxes, duties, or governmental assessments, all of which are your responsibility.
• Danfe.ai will invoice you in accordance with the terms stated in the MSA, which are typically net thirty (30) days from the invoice date.
• Late payments may accrue interest at a rate of the lesser of 1.5% per month or the maximum rate permitted by law, plus costs of collection.

Expenses

You agree to reimburse Danfe.ai for all reasonable, pre-approved out-of-pocket expenses incurred in connection with performing Services, including travel, lodging, meals, and related expenses. If you provide a written expense reimbursement policy in advance, Danfe.ai shall comply with such policy to the extent commercially reasonable.

Cancellation

If you cancel or reschedule confirmed Services or engagements with less than five (5) business days’ written notice, Danfe.ai reserves the right to charge you a cancellation fee of up to fifty percent (50%) of the applicable Service fee. This fee covers resource scheduling, preparation, and administrative costs incurred.

7. Warranties & Limitations

Deliverables

Unless expressly agreed otherwise in writing, any software, documentation, reports, training materials, or other deliverables provided under this Agreement are provided "AS IS," without warranties of any kind. Danfe.ai specifically disclaims all express, implied, and statutory warranties, including without limitation:

• Warranties of merchantability
• Fitness for a particular purpose
• Non-infringement
• That deliverables will be error-free, uninterrupted, or meet your specific requirements

You assume all responsibility for use of deliverables and results obtained therefrom.

Liability Limits

Except as otherwise expressly stated in the MSA:

• Danfe.ai's total cumulative liability for all claims arising out of or related to this Agreement shall not exceed the total fees paid or payable by you to Danfe.ai under the applicable Order Schedule during the twelve (12) months preceding the claim.
• Danfe.ai shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to lost profits, loss of business opportunity, business interruption, loss of data, or reputational harm, even if advised of the possibility of such damages.

These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

8. Term, Termination & Renewal

Contract Term

The term of this Agreement shall commence on the effective date specified in your Order Schedule and shall remain in effect for the duration specified therein, unless terminated earlier in accordance with this Agreement or the MSA.

Certain subscriptions or services may automatically renew for successive periods as described in the MSA or applicable Order Schedule, unless either party provides written notice of non-renewal prior to the end of the current term, as specified in the renewal terms.

Expiration & Termination

Your rights to use the Services shall terminate upon the earliest of:

• Expiration of the term defined in your Order Schedule
• 365 days after the effective date (if no term is specified)
• Termination under the provisions of the MSA

Danfe.ai may terminate this Agreement immediately upon written notice to you if you:

• Breach any material term of this Agreement or the MSA and fail to cure such breach within thirty (30) days after receipt of written notice
• Fail to pay undisputed amounts due under this Agreement
• Become subject to bankruptcy, insolvency, or similar proceedings

Upon termination or expiration of this Agreement:

• Your right to access and use the Services will cease
• All fees and expenses accrued as of the termination date shall become immediately due and payable
• Each party shall return or destroy the other party's confidential information in its possession, unless otherwise required by law

Termination of this Agreement shall not limit either party's rights or remedies at law or in equity.

9. Changes to Terms

Amendments

Danfe.ai reserves the right to update, modify, or revise the terms of this Agreement, including the Privacy Notice, Master Services Agreement (MSA), and other applicable Service Terms, at any time. Any such changes will be effective upon posting the updated documents on Danfe.ai's website or upon notifying you through your account, via email, or by other reasonable means in accordance with the notification provisions outlined in the MSA.

Your continued use of the Services following any such amendment constitutes your agreement to be bound by the modified terms.

10. Confidentiality

Protection Obligations

Each party (the "Receiving Party") agrees to protect all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party"), whether orally, in writing, electronically, or in any other form ("Confidential Information"), using the same degree of care it uses to protect its own confidential information of like nature, but in no event less than a reasonable degree of care.

Confidential Information may include, but is not limited to: technical data, trade secrets, know-how, software, financial information, business plans, marketing strategies, and customer data. The Receiving Party agrees to use the Confidential Information solely to fulfill its obligations under this Agreement and not to disclose such information to any third party without the prior written consent of the Disclosing Party, except to employees, agents, or contractors who are bound by confidentiality obligations at least as protective as those set forth herein.

Public Use of Customer Name and Logo

Unless expressly prohibited by written notice, Danfe.ai may publicly reference your company name and display your logo in accordance with industry custom, solely to identify you as a customer on websites, marketing materials, presentations, and case studies. You may revoke this permission at any time by providing written notice to Danfe.ai at [email protected].

11. Data Security

Encryption & Technical Safeguards

Danfe.ai is committed to maintaining the confidentiality, integrity, and availability of your data through rigorous technical and organizational security measures. Sensitive data—including SSTables, configuration files, and other critical assets—is encrypted at rest using Transparent Data Encryption (TDE). TDE may be configured to use locally stored encryption keys or external key management systems via KMIP (Key Management Interoperability Protocol) for robust and compliant encryption key lifecycle management.

Additional measures include:

• Network isolation and firewalls
• Secure sockets layer (SSL)/TLS encryption in transit
• Access authentication and role-based access controls
• Regular penetration testing and vulnerability scanning

Infrastructure Security

Danfe.ai operates its services on secure infrastructure designed to meet stringent physical and operational security standards. These measures include:

• Use of secure, access-controlled data centers that are monitored 24/7 via CCTV surveillance
• Multi-factor authentication and physical badges for personnel
• Environmental controls such as fire suppression, climate control, and uninterruptible power systems
• Routine audits and compliance certifications aligned with industry frameworks

Further information on our infrastructure and security practices is available at Danfe.ai's security and infrastructure policy through our internet provider.

12. Governing Law & Dispute Resolution

Legal Framework

This Agreement, and any dispute or claim arising out of or related to this Agreement, its subject matter, or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws specified in your Master Subscription Agreement (MSA) or Order Schedule.

Unless expressly stated otherwise in your MSA:

• The controlling law shall be the laws of the State of Delaware, United States, without regard to conflicts of law principles that would result in the laws of another jurisdiction applying.
• The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Venue and Jurisdiction

All legal proceedings relating to any dispute shall be brought exclusively in:

• The state or federal courts located in Delaware, United States, if so specified in your MSA or Order Schedule.
• If no specific jurisdiction is designated, in the courts of the United States competent for the registered office of Danfe.ai.

Each party irrevocably:

• Submits to the exclusive jurisdiction and venue of such courts.
• Waives any objection to venue or forum non conveniens.
• Consents to service of process by mail or other means permitted by law.

Alternative Dispute Resolution

If the MSA or applicable Order Schedule requires, disputes shall first be subject to mandatory:

• Good-faith negotiations between authorized representatives of the parties.
• Non-binding mediation administered under the rules of a recognized arbitration body, such as the American Arbitration Association (AAA), before resorting to litigation.

Failure to resolve disputes via negotiation or mediation shall entitle either party to pursue remedies in the agreed forum.

International Law & Data Considerations

Both parties acknowledge that:

• Danfe.ai operates globally and may process, store, or transfer personal data or confidential information across international borders.
• Any such data transfers shall comply with applicable data protection laws, including but not limited to the EU General Data Protection Regulation (GDPR), the UK Data Protection Act, and similar privacy regulations worldwide.
• Danfe.ai may implement safeguards such as Standard Contractual Clauses (SCCs), Binding Corporate Rules (BCRs), or other legally recognized mechanisms for cross-border data transfers.

Nothing in this Agreement shall limit Danfe.ai's obligation to comply with applicable laws governing data privacy, export controls, economic sanctions, or other international regulatory requirements.

13. Indemnification

Customer Indemnification

You agree to indemnify, defend, and hold harmless Danfe.ai, its affiliates, officers, directors, employees, contractors, and agents (collectively, "Danfe.ai Indemnitees") from and against any and all third-party claims, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your breach of this Agreement or applicable laws.
• Customer Materials, including claims that Customer Materials infringe, misappropriate, or violate any intellectual property rights or data protection laws.
• Your misuse of the Services, including use in violation of export laws or regulatory requirements.

Danfe.ai will:

• Promptly notify you in writing of any claim.
• Give you sole control of the defense and settlement of the claim (except that you may not settle any claim that imposes any liability or admission of fault on Danfe.ai without its prior written consent).
• Provide you with reasonable assistance at your expense.

Danfe.ai Indemnification

Danfe.ai shall indemnify, defend, and hold you harmless against third-party claims alleging that the Services, as provided and used in compliance with this Agreement, directly infringe any valid U.S. patent, copyright, or trademark, or misappropriate a trade secret.

Danfe.ai's obligations do not apply if the claim results from:

• Your use of the Services in violation of this Agreement.
• Combination of the Services with other products, services, data, or business processes not provided by Danfe.ai, if the claim would not have arisen but for such combination.
• Customer Materials.

If any Service becomes, or in Danfe.ai's opinion is likely to become, the subject of an infringement claim, Danfe.ai may:

• Modify the Services to avoid infringement.
• Obtain a license for your continued use.
• If neither is commercially feasible, terminate the affected Service and refund prepaid, unused fees.

This Section states Danfe.ai's entire liability and your exclusive remedy for third-party intellectual property claims.

14. Third-Party Integrations

The Services may interoperate or integrate with third-party applications, platforms, or services ("Third-Party Services"). Examples include:

• Single sign-on providers.
• Learning Management Systems (LMS) and Large Language Models (LLM's).
• Analytics and reporting tools.
• Cloud storage services.

You acknowledge and agree that:

• Danfe.ai does not control Third-Party Services and is not responsible for their content, security, or availability.
• Your use of Third-Party Services is governed by separate agreements between you and those third parties.
• Danfe.ai makes no representations or warranties regarding Third-Party Services, including availability, reliability, or compliance with laws.
• If you enable or use Third-Party Services in connection with Danfe.ai, you grant Danfe.ai permission to exchange necessary data with those services to facilitate integration and operation.
• You assume all risks associated with your use of Third-Party Services and agree that Danfe.ai shall have no liability arising from your integrations with or reliance on such services.

15. Service Level Agreements (SLAs)

Availability

Danfe.ai strives to maintain the Services available 99.5% of the time during each monthly billing cycle, excluding:

• Scheduled maintenance announced in advance
• Emergency maintenance
• Force majeure events (e.g., natural disasters, internet outages beyond Danfe.ai's control)
• Customer-caused issues, such as misconfiguration

Support Response Times

Danfe.ai will provide technical support based on the following service levels:

Support hours are 8:00 AM to 6:00 PM U.S. Pacific Standard Time, Monday through Friday, excluding U.S. public holidays. For all additional queries and sensitive agreements of usage, continue. Additional support lines available upon request.

Remedies for SLA Failures

If Danfe.ai fails to meet the 99.5% monthly uptime commitment, you may request a Service Credit as follows:

• For each full percentage point below the SLA, a credit equal to 5% of the monthly subscription fee for the affected service, capped at 25% of the monthly fee
• To claim a credit, you must submit a written request within 30 days of the end of the month in which the failure occurred

Credits:

• Apply only to future fees
• Are your sole and exclusive remedy for Service unavailability

Danfe.ai's records and system logs shall be the definitive measure of service availability.

Electronic Acceptance Reminder

By continuing to use Danfe.ai's services or clicking "I Agree," you:

• Accept all provisions of this Agreement, including the new sections above
• Consent to the collection, use, and processing of your data in compliance with applicable laws and Danfe.ai's Privacy Notice
• Represent that you are authorized to enter into this Agreement on behalf of yourself or your organization