End User License Agreement

Last updated April 27, 2026

This Poolside End User License Agreement (this “Agreement”) governs your access to and use of the Products (defined below). It is entered into between you or the entity you represent (“you” or “Customer”) and Poolside, Inc., a Delaware corporation with offices at 548 Market St., PMB 53385, San Francisco, CA 94104-5401, USA (“Poolside”). This Agreement takes effect on the earliest of: (a) the date you click an “I Accept” button or check box presented with these terms; (b) the date you create an account; or (c) the date you first access or use any Product (the “Effective Date”).

Note that you may use the Products either as (i) an individual user who signs up through a personal email address (a “Personal Account”) or (ii) a user on behalf of your employer or other institution or organization (“Institution”) who signs up through the email address provided by the applicable Institution (an “Institution Account”).

By accessing or using any Product, creating an account with Poolside, or clicking a button or box indicating your acceptance of this Agreement, you are agreeing to the terms of this Agreement (either on behalf of yourself or your Institution), and it becomes a binding contract between you and Poolside.

You represent that you are lawfully able to enter contracts (for example, you are not a minor). If you are entering into this Agreement on behalf of an Institution, you represent that you have legal authority to bind that entity. If you do not have the authority to act on behalf of your Institution, or you or your Institution do not agree to this Agreement, you and your Institution are prohibited from using any Product.

Arbitration Notice and Class Action Waiver: You agree that disputes between you and Poolside will be resolved by binding, individual arbitration, and you waive your right to participate in a class action lawsuit or class-wide arbitration, as set forth in Section 12.2.

1. Definitions

“Acceptable Use Policy” or “AUP” means Poolside’s acceptable use policy available at https://poolside.ai/legal/acceptable-use-policy, as updated from time to time.

“Beta Features” means features or Products labeled “beta,” “preview,” “early access,” “pilot,” or similar.

“Customer Input” means any prompts, code, data, or other content that you submit to a Product.

“Customer Output” means any content, code, or other material generated by a Product in response to your Customer Input.

“Documentation” means Poolside’s user guides, technical documentation, and related materials made available at https://docs.poolside.ai, as updated from time to time.

“Feedback” means any ratings, suggestions, ideas, comments, or other feedback you provide to Poolside regarding any Product, including Customer Output.

“Content” means Customer Inputs and Customer Outputs, collectively.

“Poolside IP” means the Products, the Poolside Models, all related software and Documentation, and all intellectual property rights therein or related thereto, including all modifications, updates, and derivative works. Poolside IP does not include Customer Input or Customer Output.

“Poolside Model” means any AI or machine learning model made generally available by Poolside, including related software, model parameters, and model weights.

“Poolside Parties” means Poolside, its affiliates, its and their licensors and service providers, and each of their respective officers, directors, employees, agents, successors, and assigns.

“Product” means each product or service Poolside makes available under this Agreement, including Poolside Models (such as Point, Malibu, and Laguna), software applications (such as the Poolside Console, Poolside Agent, and Shimmer), APIs, and any other software or services that Poolside makes publicly available. Products may be accessed via API, web-based interface, or downloadable software, as applicable.

2. Use of Our Products

2.1 License

Subject to this Agreement, Poolside grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Products, in accordance with this Agreement, the Documentation, and the AUP. Depending on the Product, access may be provided via API, web-based interface, or downloadable software. Poolside may modify, enhance, or discontinue any Product at any time without notice.

2.2 Use Restrictions

You will not, directly or indirectly:

use any Product in any way that is not expressly allowed by this Agreement;
copy, modify, or create derivative works of any Product;
use any Product or Customer Output to develop, fine-tune, train, or create any artificial intelligence, machine learning model, or related product or service that competes with or replicates, approximates, or is derived from any of our Products;
except where such restriction is prohibited by applicable law, reverse engineer, reverse assemble, reverse compile, decompile, translate, or otherwise attempt to discover the source code or underlying components of any Product, including by engaging in any form of model extraction (such as probing, querying, or otherwise analyzing any Poolside Model or its outputs to determine the Poolside Model’s weights, parameters, architecture, training data, or any other aspect of the Poolside Model), or use any Customer Output for such purposes;
remove any proprietary or legal notices from any Product or Output;
probe, scan, or attempt to penetrate any Product, except as expressly authorized by Poolside in writing or pursuant to Poolside’s vulnerability disclosure policy;
abuse, harm, interfere with, or disrupt any Product or Poolside’s systems or infrastructure, including by introducing viruses, malware, or other harmful code, spamming, launching denial-of-service attacks, or attempting to bypass any of Poolside’s technical or security controls;
resell, sublicense, or otherwise make any Product available to third parties as a standalone offering;
use any Product or Poolside Model for commercial time-sharing or service bureau purposes;
access or use any Product in a way intended to circumvent applicable fees or usage limits;
intentionally or knowingly cause any Product to generate infringing or illegal content;
use any Product to process, store, or send highly sensitive information, including biometric data, protected health information, financial account or payment card data, government-issued identification numbers, or any other category of information subject to heightened regulatory requirements, except as expressly permitted by Poolside in writing;
use any Product in violation of any applicable law or any third-party right;
rely on any Product to provide or receive advice about financial, legal, tax, insurance, or other regulated professional services, or to make decisions regarding investments, credit scoring, loan underwriting, employment, housing, education, healthcare or social benefits, the operation of critical infrastructure, safety-critical systems, autonomous vehicles, biometric identification, or other activities that can significantly impact an individual’s health, safety, or fundamental rights; or
permit or enable any third party to do any of the foregoing.

2.3 Beta Features

Beta Features may be subject to additional terms. Beta Features are provided “as is” and “as available” on a temporary basis, without any warranties or indemnification. Poolside may discontinue Beta Features at any time without notice and is not responsible for your reliance on them.

3. Your Responsibilities

3.1 Account Creation and Security

You must be at least 18 years old or the minimum age required to consent to use the Products in your location, whichever is higher. To access certain Products, you may be required to create an account, either through a Personal Account or Institution Account.

You must provide accurate, current, and complete information when creating your account and keep that information up to date. You may not share your account credentials or make your account available to anyone else. You are responsible for keeping your credentials confidential and for all activity that occurs under your account, whether or not authorized by you. If you learn of any unauthorized access to or use of your account, you must notify Poolside promptly at notices@poolside.ai. Poolside may suspend or terminate your account at any time in accordance with Section 11.

3.2 Your Content

As between you and Poolside, if allowed under applicable law, you keep any rights you have in your Customer Input and Customer Output. Poolside does not claim ownership of any Customer Output. You are solely responsible for all Customer Input you submit. By submitting Customer Input, you represent and warrant that: (i) you have all rights, licenses, and permissions necessary for Poolside to process your Customer Input and provide the Products to you, including in connection with any Third-Party Services you use; (ii) your Customer Input and use of the Products will not violate this Agreement, the AUP, or any applicable law or third-party right; and (iii) where you direct a Product to take actions on your behalf, you have the authority to direct those actions and take responsibility for their consequences.

3.3 Output Reliance

Customer Output is generated by AI and may not always be accurate, complete, or appropriate. You acknowledge and agree that:

Customer Output may contain material inaccuracies; and
you should not rely on Customer Output without independently verifying its accuracy.

Poolside does not test, monitor, or verify Customer Output, and is not responsible for its accuracy, appropriateness, security, completeness, suitability, or any decisions or actions you take based on Customer Output. You must review and verify Customer Outputs for your use cases or applications, and you assume all risks associated with using any Customer Output.

The Products may allow you to configure, authorize, and manage the permissions, access rights, and operating parameters of any AI agents (“User-Set Rules”) made available through the Products. If an AI agent made available through the Products acts based on your User-Set Rules or directions, you are responsible for such actions and their consequences, including any access, modifications, or transactions performed through or by such AI agents, unless they are caused by Poolside’s gross negligence or willful misconduct.

3.4 Similarity of Output

Due to the nature of AI, Customer Output may not be unique across users. It is possible that Poolside Models may generate similar or identical output for other customers.

3.5 Data Privacy and Security

Poolside will maintain commercially reasonable safeguards designed to protect against accidental or unauthorized access or disclosure of your Content or other data uploaded to the Products and processed or stored on Poolside’s systems.

If you process personal data as defined under applicable data protection laws in connection with the Products, you are bound by: (i) Poolside’s Privacy Policy (available at https://poolside.ai/legal/privacy, which is incorporated into this Agreement by reference) if you have a Personal Account, or (ii) Poolside’s Data Processing Addendum (available at https://poolside.ai/legal/dpa, which is incorporated into this Agreement by reference) if you have an Institution Account (the “DPA”). By accepting this Agreement on behalf of an Institution, you are also accepting the DPA on behalf of that Institution.

4. Our Use of Your Content, Opting Out

We may use your Content to provide, maintain, improve, and develop the Products and other Poolside offerings, including training our models unless you opt-out. If you access the Products directly through poolside.ai, you may opt-out of Poolside using your Content for training by emailing opt-out@poolside.ai with your name, email address and method of contact. Even if you opt out, Poolside may use your Content for training if: (i) you provide Feedback to Poolside regarding your Content; or (ii) your Content is flagged for safety review to help Poolside detect harmful content or enforce its policies.

If you access the Products through a third-party platform, that platform’s opt-out settings may govern how you opt-out; please refer to that platform’s documentation for available controls.

5. Third Party Services and Content

5.1 Third-Party Services

The Products may integrate with or be accessed through third-party products, services, platforms, tools, or applications, including IDEs, CLIs, MCP servers, AI models, and plugins (collectively, “Third-Party Services”).

You represent and warrant that you have all rights, licenses, permissions, and consents necessary to use any Third-Party Services with the Products, and you are responsible for complying with any applicable Third-Party Services terms. Where integration of Third-Party Services with the Products requires credentials or access permissions, you are responsible for providing them; if adequate access is not provided or is revoked, affected Products or features may be suspended or unavailable.

Use of Third-Party Services is solely at your own risk. Poolside does not control, endorse, or take responsibility for any Third-Party Service, including its availability, accuracy, security, or fitness for any purpose, or for any loss or harm arising from your use of any Third-Party Service or any content, data, or instructions introduced into the Products through a Third-Party Service, including any Customer Outputs generated through a Third-Party Service. Poolside has no obligation to support issues arising from Third-Party Services, does not guarantee that any particular Third-Party Service will be supported or remain supported, and makes no representations, warranties, or indemnifications with respect to any Third-Party Service.

5.2 Third-Party Content Moderation

Third-party content that appears in your Customer Input or Customer Output through your use of Third-Party Services is the responsibility of the party that provided it. Poolside has no obligation to host, serve, or retain any such content. If Poolside becomes aware that any content generated through or submitted to the Products: (i) infringes any intellectual property or other third-party right; (ii) violates this Agreement or the AUP; or (iii) may cause harm to Poolside, its users, or third parties, Poolside may remove or restrict access to such content and suspend or terminate the account responsible. To report content you believe violates this Agreement or the AUP, contact notices@poolside.ai.

6. Intellectual Property and Data

6.1 Poolside IP Ownership

The Products are made available by Poolside together with its affiliates, licensors, and service providers (collectively, ”Providers”). Poolside and its Providers each retain all right, title, and interest in and to their respective technology, software, and intellectual property embodied in or underlying the Products. This Agreement does not convey to you any ownership interest in the Products or any Poolside IP. If you acquire any rights in any Poolside IP, you assign such rights to Poolside.

6.2 Feedback

Providing Feedback is optional, but if you do, for example by rating a Customer Output, we will store the conversation, including the applicable Customer Input and Customer Output. By providing Feedback, you grant Poolside a worldwide, perpetual, irrevocable, royalty-free license to use, incorporate, and exploit that Feedback without restriction or obligation.

6.3 Use of Poolside’s Brand

You may not, without Poolside’s prior written permission, use Poolside’s name, logos, or other trademarks in connection with any product or service other than the Products, or in any other way that implies Poolside’s affiliation, endorsement, or sponsorship. To request permission, contact marketing@poolside.ai.

6.4 Product Metrics

Poolside may collect and analyze metadata, usage, technical, and diagnostic information about your use of the Products (”Product Metrics”). Product Metrics do not include Customer Input or Customer Output. Poolside may use Product Metrics to operate, improve, and develop the Products and may disclose Product Metrics in aggregated or de-identified form.

6.5 Reservation of Rights

Except for the limited rights expressly granted in this Agreement, nothing in this Agreement gives either party any intellectual property rights.

6.6 Copyright Infringement Claims (DMCA)

Poolside respects the intellectual property rights of others, and Poolside reserves the right to delete or disable content alleged to be infringing, and to terminate the accounts of repeat alleged infringers, in accordance with the Digital Millennium Copyright Act.

Procedure for Reporting Copyright Infringement:

If you believe that content made available through the Products infringes your copyright, you may submit a written notice (“Notice”) to Poolside’s designated Copyright Agent at the address below, containing the following information:

A physical or electronic signature of the person authorized to act on behalf of the copyright owner;
A description of the copyrighted work you claim has been infringed;
A description of where the allegedly infringing material is located within the Products, with sufficient detail for Poolside to locate it;
Your name, address, telephone number, and email address;
A statement that you have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and
A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Once Poolside’s Copyright Agent has received a proper bona fide Notice, Poolside reserves the right to:

remove or disable access to the infringing material;
notify the content provider who is accused of infringement that Poolside has removed or disabled access to the applicable material; and
terminate such content provider’s access to the Products if he or she is a repeat offender.

Procedure to Supply a Counter-Notice to the Copyright Agent:

If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, the content provider may send a counter-notice (“Counter-Notice”) to Poolside’s designated Copyright Agent at the address below, containing the following information:

A physical or electronic signature of the content provider;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
The content provider’s name, address, telephone number, and, if available, email address, and a statement that the content provider consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider’s address is located outside the United States, for any judicial district in which Poolside is located, and that the content provider will accept service of process from the person who provided notification of the alleged infringement.

If a Counter-Notice is received by the Copyright Agent, Poolside may, in its discretion, send a copy of the Counter-Notice to the original complaining party informing that person that Poolside may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the Counter-Notice, at Poolside’s discretion.

Poolside, Inc.\ Attn: Copyright Agent\ 548 Market St. PMB 53385\ San Francisco, CA 94104\ notices@poolside.ai

Please note that this procedure is solely for reporting alleged copyright infringement. Other legal notices should be sent as specified elsewhere in this Agreement.

7. Fees and Payment

Certain Products or features may require payment of fees as described on Poolside’s website or the website or platform of the applicable third-party provider through which you access the Products. Poolside may introduce or change fees for any Product upon 30 days’ prior notice. Unless this Agreement or applicable law says otherwise, all fees are non-refundable.

7.1 Taxes

All fees are exclusive of applicable taxes, duties, and similar charges. You are responsible for all applicable sales, use, and similar taxes imposed on amounts due under this Agreement, other than Poolside’s income taxes. If you are required by law to withhold any amount from payments to Poolside, you must pay such additional amounts as necessary so that Poolside receives the full amount due.

7.2 Suspension for Non-Payment

If you do not pay fees when due, Poolside may suspend your access to the Products until you pay all overdue amounts in full.

8. Warranty Disclaimers

THE PRODUCTS AND ALL POOLSIDE IP ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE POOLSIDE PARTIES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE POOLSIDE PARTIES MAKE NO WARRANTY THAT THE PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY CUSTOMER OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE.

THE PRODUCTS ARE NOT DESIGNED OR INTENDED FOR USE IN CONNECTION WITH HIGH-RISK OR HIGHLY REGULATED ACTIVITIES, INCLUDING THE PROCESSING OF BIOMETRIC DATA, PROTECTED HEALTH INFORMATION, FINANCIAL TRANSACTIONS, OR OTHER SENSITIVE PERSONAL DATA SUBJECT TO HEIGHTENED REGULATORY REQUIREMENTS. ANY SUCH USE IS SOLELY AT YOUR OWN RISK, AND THE POOLSIDE PARTIES DISCLAIM ALL LIABILITY ARISING FROM OR RELATED TO SUCH USE.

9. Indemnification

You will indemnify, hold harmless, and, at Poolside’s option, defend the Poolside Parties from and against any and all liabilities, claims, damages, expenses (including reasonable attorneys’ fees and costs), and other losses arising out of or related to: (i) your breach or alleged breach of this Agreement; (ii) your access to, use of, or alleged use of the Products or your Content; (iii) your Feedback; (iv) any products or services you develop, offer, or make available using or in connection with the Products; (v) your violation of applicable law or any third-party right; or (vi) any actual or alleged fraud, intentional misconduct, gross negligence, or criminal acts committed by you. Poolside may choose to engage separate counsel and participate in or take over the defense of any matter covered by this Section, in which case you agree to cooperate with Poolside and such counsel as Poolside reasonably requests.

10. Limitations of Liability

EXCEPT FOR (I) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND (II) YOUR OBLIGATION TO PAY FEES DUE UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUES, BUSINESS, OR GOODWILL; (C) LOSS OR CORRUPTION OF DATA OR BREACH OF DATA SECURITY; OR (D) COST OF REPLACEMENT GOODS OR SERVICES, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR WHETHER SUCH LOSSES WERE FORESEEABLE.

EXCEPT FOR (I) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (II) YOUR OBLIGATION TO PAY FEES DUE UNDER THIS AGREEMENT, AND (III) YOUR INDEMNIFICATION OBLIGATION, EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO POOLSIDE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

11. Term and Termination

This Agreement starts on the Effective Date and continues until terminated as provided in this Section 11 (the “Term”).

11.1 Termination

You may stop using the Products and close your account at any time. Poolside may suspend or terminate your access to any or all Products at any time, with or without notice, if: (i) you breach this Agreement; (ii) Poolside determines that your continued access poses a security risk, legal liability, or violation of applicable law; (iii) you become insolvent or subject to bankruptcy or insolvency proceedings; or (iv) Poolside is required to do so by law or court order. Poolside may also terminate this Agreement at any time for any reason after giving you thirty (30) days’ prior written notice.

11.2 Effect of Termination

Upon expiration or termination of this Agreement: (i) all licenses granted to you immediately terminate; (ii) you must immediately stop using the Products and delete all Poolside IP in your possession or control; and (iii) you remain responsible for all fees accrued through the termination date. Poolside may delete your account and associated data following termination. You will not receive any refund, unless this Agreement expressly says otherwise or applicable law requires it.

11.3 Survival

Sections 1, 2.2, 3.2, 3.3, 3.4, 3.6, 4, 5, 6, 7 (with respect to any accrued fees), 8, 9, 10, 11.2, 11.3, and 12 continue to apply after any termination or expiration of this Agreement.

12. Miscellaneous

12.1 Governing Law

This Agreement is governed by the laws of the State of California, United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Dispute Resolution, Arbitration

12.2.1 Arbitration Rules; Waiver of Jury Trial. You and Poolside agree to resolve all disputes between us arising out of or relating to this Agreement (including whether a dispute must be arbitrated) through binding arbitration in San Francisco, California, instead of in court before a judge or jury. The arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures (the “Rules”). The arbitrator’s award may be entered in any court of competent jurisdiction. THIS MEANS THAT YOU AND POOLSIDE ARE EACH GIVING UP THE RIGHT TO SUE IN COURT AND THE RIGHT TO A JURY TRIAL FOR ALL DISPUTES COVERED BY THIS SECTION, EXCEPT FOR THE EXCLUDED CLAIMS DESCRIBED BELOW. In any litigation between you and Poolside over whether to vacate or enforce an arbitration award, YOU AND POOLSIDE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

12.2.2 Costs of Arbitration. The Rules will govern payment of all arbitration fees. Poolside will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Poolside will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

12.2.3 Excluded Claims. Either party may bring a qualifying claim in small claims court in San Francisco, California, or in any United States county where you live or work. In addition, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of its copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights (collectively, the “Excluded Claims”).

12.2.4 Class Action Waiver. YOU AGREE THAT ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY. YOU MAY NOT BRING A DISPUTE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, AND REPRESENTATIVE ACTIONS ARE NOT PERMITTED UNDER THIS AGREEMENT. This does not prevent either party from participating in a class-wide settlement of claims.

12.2.5 Opt Out. You have the right to opt out of this arbitration section by sending written notice of your decision to opt out to the following address: 548 Market St. PMB 53385, San Francisco, CA 94104, postmarked within thirty (30) days of first accepting this Agreement. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of this Agreement’s arbitration section.

12.2.6 Exclusive Venue. If you send the opt-out notice in (v), and/or in any circumstances this Section allows either you or Poolside to litigate any dispute relating to this Agreement in court, then this arbitration section will not apply to either party, and both you and Poolside agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, San Francisco, California, or the federal district in which that county falls.

12.2.7 Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Section will be null and void. This Section will survive the termination of your relationship with Poolside.

12.3 Export Controls

You will use the Products only in compliance with all applicable export control and sanctions laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and regulations administered by the Office of Foreign Assets Control (”Trade Laws”). You may not use or permit use of the Products in or for the benefit of any embargoed country or territory, or by any individual or entity on a restricted or prohibited party list maintained under applicable Trade Laws. You represent and warrant that you and anyone accessing or using the Services on your behalf, or using your Account credentials, are not such persons or entities and are not located in any such country. Poolside may suspend or terminate your access to the Products if Poolside reasonably determines that continued access would violate applicable Trade Laws or expose Poolside to sanctions or legal liability.

12.4 U.S. Government Customers

The Products and Documentation provided to U.S. Government Customers are commercial computer software, commercial computer software documentation, commercial services, and technical data pertaining to commercial products and services, as defined in FAR 2.101. Consistent with FAR 12.212 and DFARS 227.7202, this Agreement will bind the U.S. Government as an end user but will not operate to bind any U.S. Government employee or person acting on behalf of the U.S. Government in their personal capacity. For U.S. Government Customers, this Agreement is further amended as set forth below:

Section 7.1, Taxes, is deleted in its entirety and replaced with the following language: “Notwithstanding the foregoing, the payment of any taxes or surcharges by the U.S. Government will be governed by the terms of the underlying Customer contract or order.”
Section 7.2, Suspension for Non-Payment, is deleted in its entirety.
Section 9, Indemnification, is deleted in its entirety.
Section 10, Limitations of Liability, deletes the language in subsection (III) addressing “your indemnification obligation hereunder.”
Section 11, Term and Termination, adds the following language: “Under no circumstances shall the term of this Agreement renew automatically upon expiration of its current term without the prior express consent of an authorized Government representative.”
Section 12.1, Governing Law, The reference to governing law in the State of California is deleted and replaced with the following: “This Agreement is governed by Federal law.”
Section 12.2, Dispute Resolution, Arbitration, Any language requiring dispute resolution in a specific forum or venue that is different from what is prescribed by applicable Federal law or contract is hereby deleted and superseded by the forum or venue required by applicable law or contract.
Section 12.5, Assignment, is deleted in its entirety and replaced with the following: “This Agreement may not be assigned by Poolside, nor may any rights or obligations thereunder be delegated, without the Government’s prior approval, except as expressly permitted under the clause at 52.232-23, Assignment of Claims.”
Section 12.11, Entire Agreement, Modifications, Severability, deletes the following language in its entirety: “Poolside may modify this Agreement at any time by posting a revised version on its website or by otherwise notifying you. Modifications take effect upon posting or as stated in the notice. Your continued use of any Product after the effective date of any modification constitutes your acceptance of the modified terms. If you do not accept the modified terms, you must stop using the Products.”

All other terms remain in effect as written. For U.S. Government Customers, Poolside will not unilaterally make material changes to the Agreement absent Customer consent. Only ministerial changes will be made without U.S. Government Customer consent.

12.5 Assignment

You may not assign or transfer this Agreement or any of your rights or obligations under it without Poolside’s prior written consent. Poolside may assign this Agreement and its rights and obligations under this Agreement without your consent to any successor to all or substantially all of its relevant assets or business, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, or otherwise. Any purported assignment in violation of this Section is void. This Agreement is binding on and inures to the benefit of the parties and their permitted successors and assigns.

12.6 Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver is effective unless made in writing and signed by an authorized representative of the waiving party.

12.7 Force Majeure

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, or utility failures. Payment obligations are not excused by this Section.

12.8 Notices

Notices to Poolside under this Agreement must be sent to notices@poolside.ai. Poolside may provide notices to you by email to the address associated with your account, by posting on its website, or through the Products. Notices are effective upon sending.

12.9 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. You agree to keep confidential any non-public information Poolside provides to you on a confidential basis, including API keys, access credentials, and any pre-release features.

12.10 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights, except that Poolside’s licensors and service providers are intended third-party beneficiaries of the warranty disclaimers and liability limitations in Sections 7 and 9.

12.11 Entire Agreement, Modifications, Severability

This Agreement, together with any applicable documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings relating to that subject matter. No terms or conditions submitted by you in any purchase order or other document will have any effect. Poolside may modify this Agreement at any time by posting a revised version on its website or by notifying you. Modifications take effect upon posting or as stated in the notice. Your continued use of any Product after the effective date of any modification means that you have accepted the modified terms. If you do not accept the modified terms, you must stop using the Products. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will continue to apply. This Agreement may be entered into in counterparts.

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