Comet ML Terms

# Comet Platform Terms of Service

**Last Updated: June 5, 2026**

Welcome to the Comet Platform Terms of Service
(“**Terms**”). These Terms, together with any Order Form(s)
you enter into in connection herewith, and all exhibits and attachments
hereto and thereto, shall collectively be referred to herein as the
“**Agreement**”. For the purposes of this Agreement,
“**you**” or “**Customer**” means you, the
licensee set forth in the Order Form or otherwise accessing and using
the Site (defined below) or the Comet Platform (defined below), and
“**Comet**” “**we**,” “**us**,”
or “**our**” means and refers to Comet ML Inc. and its
Affiliates. Company and Customer may be referred to herein together as
the “**Parties**” and individually as a
“**Party**”. Capitalized terms used but not defined herein
shall have the meaning assigned in the corresponding Order Form, as
applicable.

The Comet Platform enables data science teams and individuals to
track their datasets, code changes, experimentation history, and
production models creating efficiency, transparency, and
reproducibility. You can use the Comet Platform for deep learning, or
any computational tasks you wish to record.

Please read these Terms and the other components of the Agreement
carefully because they govern your use of our website, https://www.comet.com (the
“**Site**”) and the Comet Platform, and all of the services
and products available through the Site and the Comet Platform. If you
have any questions, contact us at support@comet.com.

In the event of a conflict between these Terms and any Order Form,
these Terms shall govern unless the provisions of the relevant Order
Form explicitly state that the particular relevant portion of the Order
Form should supersede these Terms.

**1** **Agreement to Terms; Enforceability**: By
accessing and using the Site or the Comet Platform you are accepting and
agreeing to be bound by all of the terms, conditions, restrictions, and
requirements of this Agreement, including but not limited to these
Terms, each such Order Form, and all exhibits or attachments thereto.
For the avoidance of doubt, this Agreement represents a limited,
non-exclusive, non-transferable, revocable license to access and use the
Site and the Comet Platform and is not a contract for sale of the Site,
the Comet Platform, any component thereof, or any other product or
service. Customer expressly acknowledges and agrees that the Agreement
shall be a binding and fully enforceable agreement and, as such, Comet
shall be entitled to enforce all of the terms and conditions in the
Agreement, including but not limited to any and all of Comet’s rights
and remedies set forth in the Agreement, directly against
Customer.

**2** **Definitions**. For the purposes of this
Agreement, the definitions set forth in this Section shall apply to the
respective terms:

**2.1** “**Access Protocol**” means the passwords, access
codes, technical specifications and/or instructions, connectivity
standards or protocols, or other relevant procedures and/or
Documentation, as may be set forth or provided by Comet as necessary to
allow Customer or any Users to access and use the Comet
Platform.

**2.2** “**Affiliate**” shall mean any corporation or other
entity that is directly or indirectly controlling, controlled by or
under common control with a Party. For the purpose of this definition,
“control” means: (i) the direct or indirect ownership of more than fifty
percent (50%) of the capital stock of the subject entity; (ii) controls
more than fifty percent (50%) of the voting rights of the subject
entity; or (iii) possesses, directly or indirectly, the power to direct
or cause direction of the management or policies of the subject entity
(whether through ownership of securities or other ownership interests,
by contract or otherwise).

**2.3** “**Agreement**” means, collectively, these Terms and
all exhibits attached hereto and/or incorporated herein by reference
(including but not limited to each Order Form and any SOWs).

**2.4** “**AI Features**” features of the Comet Platform
that utilize artificial intelligence, machine learning models,
generative AI systems, and similar automated systems, including but not
limited to features that generate, analyze, or suggest code,
configurations, or other outputs, including features that utilize or
leverage Third-Party AI Systems.

**2.5** “**AI Outputs**” means the results, outputs, code,
recommendations, and other materials generated by AI Features. AI
Outputs are distinct from, and do not include, Customer Data (and vice
versa).

**2.6** “**Comet Platform**” means, collectively, Comet’s
hosted platform and related services for experiment management,
monitoring, evaluation, observability, and optimization of AI Features,
including all (i) related modules, features, updates, or enhancements
made available by Comet, and (ii) Comet’s APIs and pre-existing
information, data, know-how, and materials incorporated in or used by or
on behalf of Comet to prepare and deliver the Comet Platform and related
services.

**2.7** “**Customer Data**” means any data, information,
applications, or other electronic items originated by Customer or its
Users that Customer or its Users submit to the Comet Platform and/or
produced by the Comet Platform for Customer (but excluding AI
Outputs).

**2.8** “**Customer Hosted**” means, solely to the extent
specified on the corresponding Order Form, Customer’s access of use of
the Comet Platform via systems and equipment owned, controlled, and/or
managed by or on behalf of Customer (collectively, “Customer Systems”)
(i.e., as opposed to access and use of the Comet Platform hosted by
Comet).

**2.9** “**Documentation**” means the related materials
customarily supplied or made available by Comet to customers relating to
the Comet Platform, including without limitation printed and on-line
documentation, on-line help, and training materials.

**2.10** “**Intellectual Property Rights**” means: (i) all
patents, copyright, database rights, compilations, know-how, designs,
and trademarks (registered or unregistered), and related goodwill, as
well as proprietary rights, trade secret, moral rights (including rights
of authorship and attribution and subsequent modification); (ii) all
other intellectual property rights and similar or equivalent rights
anywhere in the world which currently exist or are recognized in the
future; and (iii) applications, registrations, extensions, and renewals
in relations to any such rights.

**2.11** “**Laws**” means all applicable laws, regulations,
orders, and binding codes of practice, each as amended.

**2.12** “**Order Form**” means each ordering document
executed by the parties that references this Agreement and sets forth
the applicable Fees, Order Form Term (defined below), and usage
parameters, in each case as signed and agreed by Comet and Customer
pursuant to the terms and conditions herein.

**2.13** “**Span**” means a single unit of recorded execution
activity within the Comet Platform’s observability and evaluation
system, representing an operation, request, model invocation, tool call,
workflow step, or other instrumented event generated by Customer’s
applications or systems and captured by the Comet Platform for
monitoring, evaluation, or analysis purposes. Each Span represents one
discrete telemetry record generated by the platform instrumentation
during the execution of a workflow, request, or process. Multiple Spans
may be generated as part of a single transaction, trace, or
workflow.

**2.14** “**Span Usage**” means the total number of Spans
generated, processed, or recorded by the Comet Platform on behalf of
Customer during the applicable billing period.

**2.15** “**Start Date**” means, separately for each Order
Form, the corresponding effective date of such Order Form Term.

**2.16** “**Third-Party AI Systems**” means third-party
artificial intelligence, machine learning, data processing, and
inference routing platforms and services utilized or leveraged by Comet
in connection with AI Features.

**2.17** “**Trace**” means a collection of related Spans
representing the end-to-end execution of a request, workflow, or
transaction.

**2.18** “**User**” means each end user of the Comet Platform
who is (a) a single, distinct employee of Customer or Customer’s
consultant or contractor, (b) authorized by Customer to access the Comet
Platform on Customer’s behalf, and (c) acting within the scope of their
employment with Customer or Customer’s consultant or contractor and the
services they provide for Customer or on Customer’s behalf.

**2.19** “**User Count**” means the actual number of Users
that have been registered to use the Comet Platform.

**3** **GRANT OF LICENSES TO CUSTOMER**.

**3.1** Right of Access and Use. Subject to the terms and
conditions of this Agreement, Comet grants to Customer a non-exclusive,
non-transferable, non-sublicensable, limited right and license, solely
during the corresponding Order Form Term, for Customer and its Users to:
(i) access and use the Comet Platform as provided by Comet, solely for
Customer’s internal business purposes and in accordance with the
applicable Access Protocols, and (ii) if applicable, install, copy, and
use the Comet Platform on a Customer Hosted basis as installed on
Customer Systems. Customer acknowledges and agrees that Customer’s use
of the Comet Platform may be subject to User and/or usage-based metrics,
including but not limited to the generation and processing of Spans, and
such usage may be billed in accordance with the pricing and usage terms
and conditions set forth in the applicable Order Form. From time to time
throughout the Term, Comet shall have the right in its sole discretion
to update, enhance, modify, or discontinue features or functionality of
the Comet Platform; provided, no such update, enhancement, modification,
or discontinuation will result in a material degradation of the Comet
Platform’s core functionality available to Customer as of the
corresponding Start Date. Customer may access and use Customer Data and
AI Outputs generated through Customer’s use of the Comet Platform, at
all times subject to and in accordance with the terms and conditions of
this Agreement.

**3.2** Professional Services. To the extent Customer orders
installation (Customer Hosted only), configuration, and/or other
professional services, such professional services shall be identified on
the applicable Order Form and/or in a mutually agreed statement of work
(each, a “**SOW**”). Each SOW shall be incorporated by
reference herein. The manner and means by which Comet provides
professional services hereunder are in Comet’s sole discretion and
control, provided Comet shall provide such professional services in a
professional manner consistent with that degree of care and skill
ordinarily exercised by members of the same profession currently
practicing under similar circumstances. Customer shall reimburse Comet
for reasonable out-of-pocket expenses, including, but not limited to,
travel, meals, and lodging expenses, incurred by Comet in connection
with the performance of these professional services.

**3.3** Customer Hosted Access. If Customer is accessing and using
the Comet Platform on a Customer Hosted basis, as specified in the
corresponding Order Form, the parties acknowledge and agree: (i)
Customer may maintain a reasonable number of copies of the Comet
Platform on its Customer Systems, solely for backup and recovery
purposes; (ii) Comet shall provide to Customer, without any additional
charge, access to all updates, upgrades, maintenance releases and bug
fixes to the Comet Platform to the extent generally released to other
Comet-hosted customers; (iii) at all times during the Term, Customer
shall maintain and deploy industry standard or better physical and data
security, protection, anti-virus, and backup, mechanisms, policies, and
protocols; and (iv) Customer shall not (and shall not permit or
encourage any third party to) (A) modify the Comet Platform, (B) modify,
alter, obstruct, and/or remove any copyright or other proprietary rights
statements, notices, or legends contained on or in the Comet Platform,
and/or (C) use the Comet Platform, or allow the transfer, transmission,
export, or re-export of the Comet Platform or portion thereof in
violation of any export control Laws administered by the U.S. Commerce
Department, OFAC, or any other government agency.

**3.4** Acceptable Use; Customer Responsibilities.

**3.4.1** Customer shall: (i) be responsible and liable for any action or
inaction of Users that is in breach of this Agreement; (ii) be solely
responsible for the accuracy, quality, integrity, legality, and
appropriateness of Customer Data, including the means by which Customer
(and Users) acquire, upload, transmit, process and use Customer Data;
(iii) use commercially reasonable efforts to prevent unauthorized access
to or use of the Comet Platform, including as provided in Section 2.4(b)
below, and notify Comet promptly of any such unauthorized access or use;
(iv) be responsible for obtaining and maintaining appropriate equipment
needed to connect to, access or otherwise use the Comet Platform,
including, without limitation, computers, computer operating systems and
web browsers; and (v) be responsible for properly configuring and using
the Comet Platform.

**3.4.2** Customer shall be responsible for all changes to and/or deletions
of all security passwords and other Access Protocols required in order
to access the Comet Platform. Customer shall also manage security
protocols for accessing the Comet Platform (e.g., mandatory password
resets; duration of use before passwords must be reentered; etc.).
Customer shall be responsible for compliance by its Users with the
Access Protocols and all other such security protocols related to the
Comet Platform. Customer agrees to collect, maintain, store, transmit,
and disclose any information gathered hereunder, including but not
limited to any Customer Data, in compliance with its published terms of
use, privacy policy, and Laws. Customer agrees that Comet does not
assume any liability or responsibility to Customer or any third party
for any Customer Data made accessible via the Comet Platform.

**3.5** License Limitations. The Comet Platform is licensed for
use only and not sold. Customer, its Users, and its customers shall not:
(i) distribute, sell, license, provide or otherwise make the Comet
Platform available to third parties except to Users as expressly
provided herein; (ii) use the Comet Platform on behalf of third parties,
whether on a service bureau, SaaS, time sharing basis, or otherwise
except as otherwise expressly provided herein; (iii) use the Comet
Platform to access or attempt to access Comet or third-party systems,
data, or resources without authorization; (iv) submit or process data in
violation of Laws or third-party rights, or otherwise use the Comet
Platform in any way that is in violation of any Laws or third-party
rights; (v) circumvent or bypass any safeguards or usage restrictions
implemented by or on behalf of Comet; (vi) release, publish, and/or
otherwise make available to any third party the results of any
performance, functional or security evaluation of the Comet Platform
without the prior written approval of Comet; (vii) defeat or circumvent
any controls or accounting within the Comet Platform; (viii) use the
Comet Platform in any manner or assist or take part in the development,
marketing, or sale of a product potentially competitive with the Comet
Platform; (ix) reverse engineer, decompile, disassemble, or otherwise
attempt to discover the source code of the Comet Platform except to the
extent source code is necessarily provided for the ordinary operation of
the Comet Platform; and/or (x) allow, assist, or permit others to do any
of the foregoing.

**3.6** Ownership. The parties expressly acknowledge and agree, as
between Comet and Customer, that: (i) Comet is the sole and exclusive
owner of all right, title, and interest in the Comet Platform, including
all Intellectual Property Rights therein; and (ii) Customer shall be the
sole and exclusive owner of any Customer Data, exclusive of the Comet
Platform itself. Each party hereby reserves all rights not expressly
granted under this Agreement.

**3.7** Consent. Customer agrees to be identified as a customer of
Comet and Comet may refer to Customer by name, trade name and trademark,
if applicable, and may briefly describe Customer’s business in Comet’s
marketing materials and website. Comet may issue a press release
referencing the relationship of the parties under this Agreement,
provided such any such press release will be subject to Customer’s prior
written approval with respect to content, which approval will not be
unreasonably withheld, conditioned, or delayed.

**3.8** Feedback. Customer may, from time to time, provide Comet
with feedback, comments, or suggestions regarding the Comet Platform
(collectively, “**Feedback**”). Customer hereby grants to
Comet a non-exclusive, worldwide, perpetual, irrevocable, royalty-free,
sublicensable, and transferable right and license to use, copy, modify,
create derivative works based upon, and otherwise exploit such Feedback
for any purpose in connection with the Comet Platform and/or Comet’s
other products and services. For the avoidance of doubt, Feedback shall
not include any Customer Data or AI Outputs.

**3.9** Privacy. Your privacy is important to us. Please review
our Privacy Policy for information about the data we may collect and
use. Our Privacy Policy is incorporated in these Terms, and is available
at www.comet.com/site/privacy-policy.
YOU AGREE THAT COMET MAY MONITOR YOUR USE OF THE SITE TO ENSURE QUALITY,
IMPROVE THE SERVICES, AND TO VERIFY YOUR COMPLIANCE WITH THE TERMS. You
understand and agree that Comet may track your movement on the Site and
anonymize the data for the purposes of quality assurance, technical
support, or Service improvements. By visiting the Site, and using the
Services, you agree to the collection and use of such data.

**3.10** Suspension. Customer acknowledges and shall cause its
Users to acknowledge that Comet may, temporarily or permanently suspend
or discontinue access to the Comet Platform in the event Comet, in its
good faith reasonable discretion, is aware of or suspects (i) any
violation of the terms or conditions of this Agreement, and/or (b) any
risk of material harm or liability to the Comet Platform, Comet, and/or
Customer.

**4** **FEES**.

**4.1** Fees. Separately for each Order Form, during the
corresponding Order Form Term, Customer shall pay Comet the fees
(collectively, “**Fees**”) set forth in the applicable
Order Form, which Fees may include one or more of the following: (i)
Comet Platform subscription fees granting Customer access to the Comet
Platform during the applicable Order Form Term; (ii) consumption fees
based on Customer’s usage of the Comet Platform, including but not
limited to the number of Spans generated, processed, or recorded by the
Comet Platform (“**Span Usage**”) during the applicable
billing period; and/or (iii) User fees based on the number of Users (or
“**User Count**”) authorized by Customer to access or use
the Comet Platform or certain features or functionality thereof. All
applicable Fees, including rates, pricing, usage tiers, and billing
terms are set forth in the applicable Order Form.

**4.2** Payments. All payments to Comet shall be made in U.S.
Dollars pursuant to the terms set forth in the applicable Order Form.
Any amount not paid within thirty (30) days from the date due shall bear
interest from such date until paid at the lesser of 1.5% per month (18%
per annum), or the maximum rate permitted by applicable Law.

**4.3** Taxes. Customer shall be responsible for all taxes or
charges of any kind in connection with this Agreement (including but not
limited to customs duties, government permits, tariffs, excise, gross
receipts, sales and use, and value added tax), except for taxes based on
Comet’s net income.

**4.4** Usage.

**4.4.1** Measurement. Comet will monitor and record Span Usage and
User Counts, as applicable, through the Comet Platform and such usage
records maintained by Comet shall be the authoritative source for
determining such usage for billing purposes. Customer shall not
interfere with, disable, or circumvent the Comet Platform’s usage
measurement mechanisms.

**4.4.2** Overages. If during the applicable billing period
Customer’s usage exceeds any prepaid or committed usage amounts, as
specified in the applicable Order Form, Customer shall be billed for
such excess usage at the rates set forth in the Order Form.

**4.4.3** Reasonable Usage and Platform Protection. Customer shall
use the Comet Platform in accordance with reasonable usage patterns. If
Customer’s usage, including Span Usage, materially exceeds expected
levels or threatens the performance or availability of the Comet
Platform, Comet may take reasonable measures to protect the Comet
Platform, including rate limiting or suspension of excessive usage.
Where reasonably practicable, Comet will provide notice to Customer
prior to taking such action.

**4.4.4** Disputes. Customer must notify Comet in writing of any
good faith dispute regarding usage or billing within thirty (30) days of
the applicable invoice date. Failure to notify Comet within such period
shall be deemed acceptance of the invoice.

**4.4.5** Customer Responsibility for Usage. Customer is responsible
for all usage of the Comet Platform generated through Customer’s
accounts, applications, systems, or instrumentation, including usage
resulting from configuration errors, software defects, or unauthorized
access. Customer acknowledges that the Comet Platform may generate
significant usage volumes depending on how it is implemented or
configured, and Customer remains responsible for all Fees associated
with such usage in accordance with this Agreement.

**4.5** Comet Platform Credits. If agreed in the corresponding
Order Form, Customer’s access to and use of the Comet Platform may
include the ability for Customer to purchase usage-based platform
credits (“**Comet Platform Credits**”), which Comet
Platform Credits will be consumed through Customer’s use of certain AI
Features. By acquiring and using Comet Platform Credits, Customer
acknowledges and agrees that:

**4.5.1** Comet Platform Credits are not legal tender, do not represent
stored value, and are not redeemable for cash.

**4.5.2** Comet Platform Credit pricing, Fees, billing, and related terms
are set forth in the applicable Order Form. Comet Platform Credits are
non-refundable and non-transferable. Unless otherwise agreed by the
parties in writing, (i) Comet Platform Credits will expire within twelve
(12) months or at the end of the corresponding Order Form Term year,
whichever is earlier, and (ii) upon termination of Customer’s account or
expiration or termination of the corresponding Order Form, any unused
Comet Platform Credits automatically shall be forfeited and will not be
refunded or converted to any other form of value.

**4.5.3** Comet Platform Credit consumption rates may vary based on a
number of factors, including but not limited to usage, configuration,
model selection, system activity, or other factors determined by Comet,
and Customer is solely responsible for monitoring its use of the Comet
Platform and associated Comet Platform Credit consumption. Comet does
not guarantee that Comet Platform Credit consumption will be predictable
or consistent, and usage may vary significantly based on a variety of
factors, including but not limited to system behavior, inputs, and
configuration.

**4.5.4** At any time, Comet may modify Comet Platform Credit pricing or
consumption rates applicable to future Comet Platform Credit purchases
upon notices in accordance with this Agreement or as set forth in the
applicable Order Form (provided, for clarity, any such modification
shall not apply to or affect the value of Comet Platform Credits
purchased before the effective date of such modification).

**4.6** Suspension for Non-Payment. Comet reserves the right to
suspend Customer’s access to the Comet Platform upon written notice if
Customer fails to pay undisputed Fees when due and such failure
continues for ten (10) days after notice.

**5** **TERM AND TERMINATION**.

**5.1** Term; Order Form Term. Unless otherwise terminated in
accordance with the terms and conditions of this Agreement, the
“**Term**” of this Agreement shall commence upon the
Effective Date and continue for successive one (1)-year periods. Each
Order Form shall have a separate corresponding Order Form term
(including renewals, as applicable) as set forth in such Order Form
(each, an “**Order Form Term**”).

**5.2** Termination for Cause. Without prejudice to any other
rights, if either party materially defaults in the performance of this
Agreement or any Order Form, then the non-breaching party may give
written notice to the defaulting party of such material default. If the
noticed default is not cured within sixty (60) calendar days (or ten
(10) days in the case of non-payment) following receipt of default
notice by the defaulting party, then the non-breaching party shall have
the immediate right to terminate this Agreement and/or the corresponding
Order Form. This Agreement and each Order Form also may be terminated by
a party, effective immediately, if the other party: (i) ceases to do
business, or otherwise terminates its business operations without a
successor; or (iii) becomes insolvent or seeks protection under any
bankruptcy, receivership, trust deed, creditors arrangement,
composition, or comparable proceeding, or if any such proceeding is
filed against it and not dismissed within ninety (90) days.

**5.3** Termination by Comet for Unauthorized Assignment by
Customer. If Customer assigns this Agreement without consent of
Comet, Comet may, upon written notice to Customer, terminate this
Agreement and each Order Form immediately for cause and any provision
hereof with respect to cure will not apply to termination.

**5.4** Other. Notwithstanding the foregoing, either party may
terminate this Agreement upon written notice to the other party at any
time twenty-four (24) months after the latest Order Form Term expiration
or termination date.

**5.5** Effect of Termination. Upon any termination or expiration
of this Agreement: (i) all access, rights and licenses granted to
Customer hereunder shall terminate; and (ii) Customer shall cease using
the Comet Platform. Any Fees already paid by Customer to Comet are
non-refundable. Solely for Customer’s accessing and using the Comet
Platform on a Customer Hosted basis, upon any termination or expiration,
Customer also shall destroy (or at Comet’s option, return) all copies of
the Comet Platform.

**5.6** Survival. Sections 3.3 through 3.10, 4, 5.5, 5.6, 6, 7, 8,
and 9 shall survive termination of this Agreement.

**6** **WARRANTIES; DISCLAIMERS; LIMITATION OF
LIABILITY**.

**6.1** Representations & Warranties.

**6.1.1** General Warranty. Each party represents and warrants to
the other party that: (i) it has all necessary right, power, and
authority to enter into this Agreement; and (ii) it has the right to
provide and license the Comet Platform under this Agreement.

**6.1.2** IP Warranty. Customer represents and warrants that the
Customer Data and Customer Systems, to its knowledge, do not contain any
matter that does or will infringe any copyright, trade secret,
trademark, patent, or other intellectual property right of any third
party.

**6.1.3** Software Warranty. Comet warrants that the Comet Platform
will materially conform to the Documentation. Customer must notify Comet
of any material deficiencies with the Comet Platform within ten (10)
days from provision of deficient software in order to receive any
warranty remedy for such deficiency. For any breach of the foregoing
warranty, Customer’s exclusive remedy shall be for Comet to use
commercially reasonable efforts to correct such deficiency, provided
that if correction in compliance with this warranty is not possible or
practical, Customer’s sole remedy shall be to terminate the applicable
Order Form Term and/or the Term of this Agreement.

**6.2** Restrictions. Comet’s express representations and
warranties specified in Section 5.1(c) above shall not apply if the
Comet Platform or any portion thereof: (i) has been altered, except by
or on behalf of Comet; (ii) has not been used, installed, operated,
repaired, or maintained in accordance with this Agreement or Access
Protocols, or any update or upgrade has not been installed where such
update or upgrade would have resolved the issue; (iii) is used on
equipment, products, or systems not meeting specifications identified by
Comet in the applicable Access Protocols; and/or (iv) is licensed, for
beta, evaluation, or testing purposes. Additionally, the warranties set
forth herein only apply when notice of a warranty claim is provided to
Comet within the applicable warranty period specified herein and do not
apply to any bug, defect, or error caused by or attributable to software
or hardware not supplied by Comet. For the avoidance of doubt, Comet’s
express representations and warranties specified in Section 5.1(c) above
shall not apply to AI Outputs or Third-Party AI Systems, which are
subject to Section 5.3 below. Comet shall have no responsibility for
errors in, loss of, or damage to Customer Data, regardless of the cause
of any such errors, loss, or damage, nor shall Comet be responsible for
the security of or any security incident related to the storage,
transfer or processing of Customer Data.

**6.3** AI Outputs:

**6.3.1** Customer is solely responsible for all use of the Comet Platform
under Customer’s account, including any actions taken by or on behalf of
Customer based on the Comet Platform, including AI Outputs generated by
the Comet Platform, and any consequences arising from such actions.
Customer also is solely responsible for ensuring that Customer has the
necessary rights and permissions to submit any Customer Data to the
Comet Platform, including Customer Data processed by AI Features and/or
Third-Party AI Systems. Accordingly, Customer acknowledges and agrees
that: (i) AI Outputs may be inaccurate, incomplete, unreliable, or
produce unintended or harmful results, including results that could
disrupt, impair, or damage software systems, AI agents, or other
technology; (ii) Customer is solely responsible for reviewing,
validating, testing, and approving any AI Outputs prior to
implementation or execution, including testing in a non-production
environment before deploying any AI Output that modifies a production
system, AI agent, or live service; (iii) any implementation or execution
of AI Outputs (including, without limitation, code changes,
configuration updates, or modifications to AI agents or automated
systems) is performed at Customer’s sole risk; (iv) the AI Features are
designed to operate as tools under Customer’s direction and control,
require authorization before taking action, and are not acting as
Customer’s agent, fiduciary, or advisor; (v) Customer’s interactions
with AI Features, including prompts, inputs, and AI Outputs, may be
logged and retained by Comet for quality assurance, debugging, and
service improvement purposes; (vi) Comet shall not be responsible for
any damages, losses, or liabilities arising from Customer’s use,
implementation, or execution of AI Outputs, including any disruption,
impairment, or loss of your AI agents, software systems, or related
data, except to the extent prohibited by applicable Law.

**6.3.2** Comet does not claim ownership of AI Outputs generated on
Customer’s behalf. To the extent AI Outputs are protectable under
applicable intellectual property Law, ownership shall vest in Customer,
subject to any rights of third parties in underlying training data or
models or to the extent restricted or otherwise provided by applicable
Third-Party AI Systems terms and conditions of service. You acknowledge
that AI Outputs may not be protectable under applicable Law due to the
absence of human authorship, and you bear sole responsibility for any
third-party intellectual property claims arising from your use of AI
Outputs.

**6.3.3** To the extent the AI Features incorporate or rely on Third-Party
AI Systems, Customer acknowledges and agrees that: (i) Comet may route
Customer Data and Customer’s prompts, inputs, and instructions to such
Third-Party AI Systems in order to provide the AI Features; (ii)
Third-Party AI Systems are not under Comet’s control, and Comet is not
responsible for their availability, performance, accuracy, or outputs;
(iii) Comet makes no representations or warranties regarding Third-Party
AI Systems or any AI Outputs generated through such services; (iv)
Customer’s use of the Comet Platform, including AI Features, must comply
with Laws and may not be used to circumvent or violate the terms or
usage policies of any Third-Party AI Systems; (v) Third-Party AI Systems
used to provide the AI Features may be updated, changed, or replaced by
Comet at any time without notice to Customer, and such changes shall not
affect Customer’s or Comet’s obligations under this Agreement; and (vi)
processing of Customer Data by Third-Party AI Systems is subject to
their respective terms and privacy policies, which Comet will use
commercially reasonable efforts to make available or reference upon
request. If Customer submits to the Comet Platform Customer Data from or
relating to Customer’s own customers, end users, or other third parties,
Customer acknowledges and agrees that (A) Customer shall be solely
responsible for its own compliance obligations to those third parties
under Law, including but not limited to applicable privacy, data
protection, and consumer protection Laws, (B) Comet’s processing of such
data on Customer’s behalf through the Comet Platform, including via AI
Features and Third-Party AI Systems, does not transfer or diminish
Customer’s compliance obligations, and (C) Customer represents and
warrants that it has obtained all necessary rights, consents, and
authorizations under applicable Law to submit such data to the Comet
Platform.

**6.4** DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY HEREBY
EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS,
WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY,
FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, NON-INFRINGEMENT,
PERFORMANCE AND THOSE ARISING BY STATUTE OR FROM CUSTOM OR USAGE OF
TRADE OR COURSE OF DEALING. COMET DOES NOT GUARANTEE THE SECURITY OF ANY
CUSTOMER DATA OR THAT THE OPERATION OF THE COMET PLATFORM WILL BE
UNINTERRUPTED OR ERROR-FREE, AND CUSTOMER ACKNOWLEDGE THAT IT IS NOT
TECHNICALLY PRACTICABLE FOR COMET TO DO SO. COMET MAKES NO
REPRESENTATIONS OR WARRANTIES THAT ANY AI OUTPUTS GENERATED THROUGH THE
COMET PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, SECURE, OR FIT FOR
YOUR INTENDED PURPOSE, OR THAT USE OF SUCH AI OUTPUTS WILL NOT RESULT IN
ERRORS, DISRUPTIONS, IMPAIRMENT OF YOUR SYSTEMS OR AI AGENTS, OR OTHER
UNINTENDED CONSEQUENCES.

**6.5** LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED
BY LAW: (I) IN NO EVENT WILL COMET BE LIABLE TO CUSTOMER, WHETHER IN
CONTRACT, BY REASON OF NEGLIGENCE, OR OTHERWISE, FOR PUNITIVE,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS
(INCLUDING LEGAL FEES AND EXPENSES) OR LOSS OF GOODWILL OR PROFIT IN
CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF OR INABILITY TO USE
THE COMET PLATFORM, THE STORAGE, TRANSFER, OR PROCESSING OF CUSTOMER
DATA, CUSTOMER’S RELIANCE ON OR USE OF AI OUTPUTS GENERATED BY THE COMET
PLATFORM, INCLUDING ANY CODE, RECOMMENDATIONS, OR AUTOMATED ACTIONS,
AND/OR IN CONNECTION WITH ANY CLAIM ARISING FROM THIS AGREEMENT, EVEN IF
COMET, ITS SUBSIDIARIES, ITS AFFILIATES, OR COMET’S REPRESENTATIVES HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS; AND (II)
CUSTOMER AGREES THAT COMET’S ENTIRE LIABILITY HEREUNDER FOR DAMAGES
SHALL NOT EXCEED (A) THE AGGREGATE AMOUNTS PAID OR PAYABLE BY CUSTOMER
WITHIN THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE THE
LIABILITY THAT GAVE RISE TO DAMAGES WAS INCURRED, OR (B) ONE HUNDRED
DOLLARS ($100.00), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO COMET,
AS APPLICABLE.

**6.6** THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF DAMAGES, CLAIMS,
AND LIABILITY SET FORTH IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE
BARGAIN BETWEEN THE PARTIES AND ARE INTENDED TO APPLY WITHOUT REGARD TO
WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE
PROVEN INEFFECTIVE. THE PARTIES ACKNOWLEDGE AND AGREE THAT, ABSENT ANY
OF SUCH DISCLAIMERS, EXCLUSIONS OR LIMITATIONS, THE PROVISIONS OF THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ECONOMIC TERMS, WOULD BE
SUBSTANTIALLY DIFFERENT.

**7** **INDEMNIFICATION**. Customer shall
indemnify, defend, and hold harmless Comet, its Affiliates, and its and
their respective officers, directors, employees, agents, and
representatives, from and against any and all Losses, costs, damages,
liabilities and expenses (including, without limitation, judgments,
fines, amounts paid or to be paid in settlement and reasonable
attorney’s fees and expenses) (collectively,
“**Liabilities**”) incurred, sustained or suffered by such
indemnified party as a result of any third-party claims, suits, actions,
or proceedings (collectively, “**Claims**”) arising out of
or related to: (i) Customer’s use of the Comet Platform; (ii) Customer’s
breach of this Agreement; (iii) Customer Data and Customer Systems,
including but not limited to Claims that such Customer Data and/or
Customer Systems infringes upon any U.S. patent, copyright, or trade
secret of any third party; (iv) Customer’s implementation or execution
of any AI Outputs; or (v) Customer’s use of the Comet Platform in
violation of Laws, including without limitation your submission of data
to the Comet Platform in violation of any privacy, data protection, or
healthcare regulations. Comet will assist Customer in taking reasonable
actions to prevent or mitigate actual losses and liabilities, at
Customer’s expense.

**8** **CONFIDENTIALITY**.

**8.1** Confidential Information. “**Confidential
Information**” means any information disclosed by one party to
the other pursuant to this Agreement that is in written, graphic,
machine-readable or other tangible form and is marked “Confidential”,
“Proprietary” or in some other manner to indicate its confidential
nature, or that a reasonable person otherwise would consider
confidential or proprietary in nature under the circumstances,
including, without limitation, computer programs, algorithms, names and
expertise of employees and consultants, know-how, formulae, processes,
ideas, inventions (whether patentable or not), schematics and other
technical, business, financial, customer and product development plans,
forecasts, strategies and information). Confidential Information may
also include oral information disclosed by one party to the other
pursuant to this Agreement, provided that such information is designated
as confidential at the time of disclosure and is reduced to writing by
the disclosing party within a reasonable time (not to exceed 30 days)
after its oral disclosure, and such writing is marked in a manner to
indicate its confidential nature and delivered to the receiving party,
or a reasonable person otherwise would consider such disclosure
confidential or proprietary in nature under the circumstances.

**8.2** Confidentiality. Each party shall treat as confidential
all Confidential Information of the other party, shall not use such
Confidential Information except to exercise its rights and perform its
obligations under this Agreement herein, and shall not disclose such
Confidential Information to any third party, other than on a
need-to-know basis to its agents and representatives that are bound to
maintain the confidentiality thereof. Without limiting the foregoing,
each of the parties shall use at least the same degree of care it uses
to prevent the disclosure of its own confidential information of like
importance, to prevent the disclosure of Confidential Information of the
other party. Each party shall promptly notify the other party of any
actual or suspected misuse or unauthorized disclosure of the other
party’s Confidential Information.

**8.3** Exceptions. Confidential Information excludes information
that: (i) was in the public domain at the time it was disclosed or has
become in the public domain through no fault of the receiving party;
(ii) was rightfully known to the receiving party, without restriction,
at the time of disclosure, as demonstrated by files in existence at the
time of disclosure; (iii) is disclosed with the prior written approval
of the disclosing party; (iv) was independently developed by the
receiving party without any use of the Confidential Information; (v)
becomes known to the receiving party, without restriction, from a source
other than the disclosing party, without breach of any agreement; or
(vi) is disclosed generally to third parties by the disclosing party
without restrictions similar to those contained in this Agreement. The
receiving party may disclose the other party’s Confidential Information
to the extent such disclosure is required by order or requirement of a
court, administrative agency, or other governmental body, but only if
the receiving party provides prompt notice thereof to the disclosing
party to enable the disclosing party to seek a protective order or
otherwise prevent or restrict such disclosure. Comet may refer to
Customer as a customer.

**8.4** Confidentiality of Agreement. The specific terms and
conditions of this Agreement will be treated as Confidential
Information; provided, however, that each party may disclose the terms
and conditions of this Agreement: (i) as required by any court or other
governmental body; (ii) as otherwise required by Law; (iii) to legal
counsel of the parties; (iv) in confidence, to accountants, banks, and
financing sources and their advisors; (v) in connection with the
enforcement of this Agreement or rights under this Agreement; or (vi) in
confidence, in connection with an actual or proposed merger,
acquisition, or similar transaction.

**9** **MISCELLANEOUS**.

**9.1** Notices. All notices permitted or required under this
Agreement shall be in writing and shall be delivered in person, by
facsimile, by electronic transmission confirmed received, by overnight
courier, or by certified or registered mail return receipt requested,
and shall be deemed given upon personal delivery, upon receipt of
electronic transmission, upon confirmed receipt, or five (5) calendar
days after deposit in the mail.

**9.2** Force Majeure. Neither party shall be liable hereunder by
reason of any failure or delay in the performance of its obligations
hereunder on account of strikes, shortages, riots, insurrection, fires,
flood, storm, explosions, acts of God, war, terrorism, pandemics,
governmental action, labor conditions, earthquakes, material shortages
or any other cause which is beyond the reasonable control of such
party.

**9.3** Amendment.

**9.3.1** Comet may make changes to these Terms from time to time in its
sole discretion. Each new version of these Terms will supersede all
prior versions. You agree to regularly monitor the Site for notices
regarding such changes.

**9.3.2** It’s important that you review the Terms whenever we modify them
because continuing to use the Comet Platform, the Site, or any of our
products or services after we have posted modified Terms indicates to us
that you agree to be bound by the modified Terms. If you don’t agree to
be bound by the modified Terms, then please immediately discontinue use
of the Comet Platform, the Site, or any of our products or services.
Because the Comet Platform and our products and services are evolving
over time we may change or discontinue all or any part of the Comet
Platform, at any time and without notice to you, at our sole
discretion.

**9.3.3** Notwithstanding the foregoing, if you have any Order Form with an
active Order Form Term at the time of such changes to these Terms, these
Terms shall apply unmodified until renewal of such Order Form Term
whereupon any updated terms and conditions shall apply; provided,
however, that Comet may change these Terms with effect as of the date we
notify you of them if changes (i) add additional features to the Comet
Platform that do not materially adversely affect you, or (ii) are
necessary to comply with Laws or to prevent fraud or abuse, or for
security reasons (e.g., malware, spam, data breaches, or other
cybersecurity risks).

**9.3.4** No Order Form may be amended without the express written approval
of each Party.

**9.4** Assignment. This Agreement shall be binding on the parties
hereto and their respective successors and assigns. You may not assign
or transfer any rights or obligations under this Agreement without the
advance written consent of Comet (and Comet’s consent shall be
conditioned on a written agreement, wherein the party to which the
rights are assigned accepts all the duties and obligations of the
assignor hereunder. Except as provided in this Section 11.4, any
attempts by Customer to assign any of its rights or delegate any of its
duties hereunder without the prior written consent of the Comet shall be
null and void.

**9.5** No Third-Party Beneficiaries. This Agreement is entered
into solely between, and may be enforced only by, Customer and Comet,
and the Agreement shall not be deemed to create any rights in third
parties, including Customers’ customers, or to create any obligations of
a party to any such third parties.

**9.6** Waiver. The waiver by either party of a breach of any
provisions contained herein shall be in writing and shall in no way be
construed as a waiver of any succeeding breach of such provision or the
waiver of the provision itself.

**9.7** Severability. In the event that any provision of this
Agreement shall be unenforceable or invalid under any applicable Law or
be so held by applicable court decision, such unenforceability or
invalidity shall not render this Agreement unenforceable or invalid as a
whole, and, in such event, such provision shall be changed and
interpreted so as to best accomplish the objective of such provision
within the limits of applicable Law or applicable court
decisions.

**9.8** Controlling Law & Forum. This Agreement, and all
claims or causes of action that may be based upon, arise out of or
relate to this Agreement, shall be governed by and construed in
accordance with the Laws of the State of New York, and shall be subject
to the exclusive jurisdiction of the courts located in New York County,
New York and the parties hereby submit to the personal jurisdiction and
venue of these courts.

**9.9** No Agency. Nothing contained herein shall be construed as
creating any agency, partnership, employment relationship, franchise, or
other form of joint enterprise between the parties, and the parties are
acting as independent contractors in making and performing this
Agreement.

**9.10** Headings. The section headings appearing in this Agreement
are inserted only as a matter of convenience and in no way define,
limit, construe or describe the scope or extent of such section or in
any way affect such section.

**9.11** Entire Agreement. This Agreement, together with the
exhibits completely and exclusively states the agreement of the parties
regarding its subject matter. It supersedes, and its terms govern, all
prior proposals, agreements, or other communications between the
parties, oral or written, regarding such subject matter.

## Questions & contact information

If you have any questions regarding these Terms, please email us at support@comet.com.

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