Egen AI Blueprint Assistant
Terms of Service

Last Updated: February 10, 2026

These Terms of Service (these “Terms”) set forth the legally binding terms and conditions between Egen Solutions, LLC, an Illinois limited liability company, and its affiliates and subsidiaries (hereinafter, collectively, “Egen”, “we” or “us”) and the Client, as identified in the Enrollment Form (as defined below) (hereinafter, “Client”, “your”, or “you”). Egen and Client are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

By accessing or using the Egen AI Blueprint Assistant (defined below), any related services that reference these Terms, or entering into any agreement that references these Terms, you are accepting these terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these terms (on behalf of yourself or the entity that you represent). you agree to be bound by these Terms. The Enrollment Form and these Terms collectively constitute the “Agreement.”

You acknowledge that the use of the Egen AI Blueprint Assistant involves interactions with AI technologies; and you agree, to the extent required by applicable laws, that You are responsible for disclosing to your Authorized Users (defined below) that their use of the Egen AI Blueprint Assistant will involve interactions with AI technologies.

You may not access or use the site or accept the Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the site. Egen reserves the right to update these Terms at any time without giving notice to you. Continued use of the Egen AI Blueprint Assistant Service following any change to the Terms indicates your acknowledgement of such changes and agreement to be bound by modified terms and conditions.

If you are using the Egen AI Blueprint Assistant on behalf of a company or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement, and that, if the Client is an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement. Notwithstanding the foregoing, each separate user of the Egen AI Blueprint Assistant must register for his or her own Account. An Account on behalf of a company only provides access to the Egen AI Blueprint Assistant for the individual who set up an Account.

1. OVERVIEW OF THE EGEN AI BLUEPRINT ASSISTANT

The Egen AI Blueprint Assistant is a proprietary multi-product operating model that helps enterprise leaders understand what capabilities they need to build and run AI systems at scale. It is not a tool or installable product — it's a framework that maps 100+ capabilities across four domains: Agentic, Software, Data, and Foundations.

Users (typically CTOs, architects, and engineering leaders) can explore the Egen AI Blueprint Assistant, create "Coverage Assessments" to map their current technology stack against it, and share those assessments with colleagues for collaborative planning. A key use case involves Google Field Sales Representatives (FSRs) creating assessments to share with their customers.

Client will enter into an enrollment form with Egen (an “Enrollment Form”) that references these Terms and details the Egen AI Blueprint Assistant services subscribed for from Egen, and, if applicable the usage limits or other scope of use descriptions for the specific Egen AI Blueprint Assistant package (the “Scope of Use”). Egen shall have no obligation to provide any services or perform any tasks not specifically set forth in the Enrollment Form.

2. ACCOUNT REGISTRATION

2.1 ACCOUNT CREATION

In order to access and the use Egen AI Blueprint Assistant, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is current, complete, truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by using the account deletion feature within the Egen AI Blueprint Assistant or by sending an email to us at marketing@egen.ai. In addition, Egen may suspend or terminate your Account at any time in accordance with Section 8. Each individual who accesses the Egen AI Blueprint Assistant must register for his or her own Account, even if such person is employed on behalf of a company that already has an individual with an Account.

2.2 ACCOUNT RESPONSIBILITIES

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. Egen is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may not share your account with anyone else. You agree to immediately notify Egen of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Egen cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2.3 CONSENT TO RECEIVE MARKETING COMMUNICATIONS

In connection with setting up an Account, you agree to receive recurring automated promotional marketing communications (e.g., email, SMS/MMS) from Egen at the contact information provided in your Enrollment Form. These may include special offers, product updates, and newsletters. In addition, it may also include a review and analysis of your AI Blueprint Assistant activity, and responses to questions raised by you. Message and data rates may apply, and message frequency varies. You can withdraw your consent at any time by clicking the 'unsubscribe' link in emails or replying STOP to any text message.

3. ACCESS TO THE SITE

3.1 LICENSE

Subject to these Terms, Egen grants you a non-exclusive, non-transferable, non-sublicensable right, revocable, limited right and to use and access the Egen AI Blueprint Assistant solely for Client’s internal business purposes, but only in accordance with the Enrollment Form and these Terms.

3.2 CERTAIN RESTRICTIONS

The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Egen AI Blueprint Assistant, whether in whole or in part, or any content displayed on the Egen AI Blueprint Assistant website; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats any part of the Egen AI Blueprint Assistant or website; (c) you shall not access the Egen AI Blueprint Assistant or website in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Egen AI Blueprint Assistant or website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Egen AI Blueprint Assistant shall be subject to these Terms. All copyright and other proprietary notices on the Egen AI Blueprint Assistant website (or on any content displayed on the Egen AI Blueprint Assistant website) must be retained on all copies thereof.

3.3 MODIFICATION

Egen reserves the right, at any time, to modify, suspend, or discontinue the Egen AI Blueprint Assistant (in whole or in part) with or without notice to you. You agree that Egen will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Egen AI Blueprint Assistant or any part thereof.

3.4 NO SUPPORT OR MAINTENANCE

You acknowledge and agree that Egen will have no obligation to provide you with any support or maintenance in connection with the Egen AI Blueprint Assistant.

3.5 OWNERSHIP

Excluding any User Content that you may provide (defined in Section 4.1 below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Egen AI Blueprint Assistant and its content are owned by Egen. Neither these Terms nor your access to the Egen AI Blueprint Assistant transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. Egen reserves all rights not granted in these Terms. There are no implied licenses granted under these Terms.

3.6 USE BY OTHERS

Client may permit its employees and contractors who are acting for Client’s benefit and on its behalf, and whom Client has authorized to access the Egen AI Blueprint Assistant and the information contained therein (“Authorized Users”) to use the Egen AI Blueprint Assistant provided their use is for Client’s benefit only and remains in compliance with the Agreement. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions herein. Client will be solely responsible for authorizing and creating user IDs, passwords and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and/or restricting or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Client is solely responsible for ensuring that any user IDs, passwords and other access credentials (such as API tokens) for the Egen AI Blueprint Assistant are kept strictly confidential and not shared with any unauthorized person(s). Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all laws applicable to Client. Client is solely responsible in determining which of its agents or employees should be an Authorized User, the level of access for each Authorized User, and when such access should be terminated or restricted. Client will be solely responsible for any and all actions taken using its and its users’ accounts, passwords or access credentials. Client must notify Egen immediately of any breach of security or unauthorized use of its account.

4. USER CONTENT

4.1 USER CONTENT

“User Content” means any and all information, data and content that Client or its Authorized User uploads, posts, inputs, or submits to, or uses with, the Egen AI Blueprint Assistant or website (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 4.3) and you are liable for any damages arising from a violation of the Acceptable Use Policy. Notwithstanding any other agreement you may have with Egen, your User Content is not confidential information and will not be treated as such by Egen. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Egen. Egen is not obligated to back up any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

4.2 LICENSE

You hereby grant (and you represent and warrant that you have the right to grant) to Egen and its affiliates an irrevocable, perpetual, nonexclusive, , royalty-free and fully paid, worldwide, license to, store, transmit, publish, post, , adapt, modify, make, reproduce, distribute, and otherwise use your User Content to provide, maintain, develop, and improve the Egen AI Blueprint Assistant, comply with applicable law, enforce these Terms and our Privacy Terms, and to keep our Egen AI Blueprint Assistant services safe. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You hereby grant us the right to publish your name in connection with your User Content. By posting User Content you represent and warrant that you own or otherwise control all of the rights to your User Content, including the rights necessary for you to provide, post, upload, input or submit the User Content and grant the license above to such User Content. The license set forth in this Section 4.2 shall be subject to Egen’s Privacy Policy (https://egen.ai/privacy-policy/), as may be amended from time to time.

4.3 ACCEPTABLE USE POLICY

The following terms constitute our “Acceptable Use Policy”:

a. You agree not to use the Egen AI Blueprint Assistant or website to collect, upload, transmit, display, or distribute any User Content: (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

b. You agree not to: (i) upload, transmit, or distribute to or through the Egen AI Blueprint Assistant or website any computer viruses, worms, Trojan horses, time bombs, cancelbots, corrupted files, or any software intended to damage or alter a computer system or data; (ii) send through the Egen AI Blueprint Assistant or website unsolicited or unauthorized advertising, promotional materials, junk mail, spam, political campaigning, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Egen AI Blueprint Assistant or website to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Egen AI Blueprint Assistant or website, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Egen AI Blueprint Assistant or website (or to other computer systems or networks connected to or used together with the Egen AI Blueprint Assistant or website), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Egen AI Blueprint Assistant or website; (vii) use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of User Content; or (viii) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Egen AI Blueprint Assistant or website (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Egen AI Blueprint Assistant or website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials.

5. CLIENT DATA

5.1. RIGHTS IN CLIENT DATA

As between the Parties, Client retains all right, title and interest (including any intellectual property rights) in and to the User Content and the AI-generated output from the Egen AI Blueprint Assistant (collectively, “Client Data”). Client hereby grants Egen a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify and create derivative works of the Client Data solely to the extent necessary to provide the Egen AI Blueprint Assistant service to Client and as otherwise provided herein.

5.2. HOW WE USE YOUR INFORMATION

In addition to these Terms, Egen’s Privacy Policy (https://egen.ai/privacy-policy/) governs our use of User Content and Client Data, including any personal data.

5.3 AGGREGATE/ANONYMOUS DATA

Client agrees that Egen will have the right to generate Aggregate/Anonymous Data. Notwithstanding anything to the contrary herein, the Parties agree that Aggregate/Anonymous Data is owned by Egen, which Egen may use for any business purpose (including without limitation to develop and improve Egen’s products and services and to create and distribute reports, white papers, Client guidance/best practices, and other materials). Egen will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its customers, or that would otherwise violate applicable laws.

5.4. SECURITY

Egen agrees to maintain reasonable administrative, technical and organizational measures that are intended to secure its systems from unauthorized access, use or disclosure. These measures will include: (i) storing Client Data on servers located in a physically secured location and (ii) using firewalls, access controls and similar security technology designed to protect Client Data from unauthorized disclosure, and such security measures are further described in Egen’s Privacy Policy (https://egen.ai/privacy-policy/). Egen takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section.

5.5. STORAGE

Egen does not provide an archiving service. Client acknowledges that Egen may delete Client Data and User Content no longer in active use. Egen expressly disclaims all other obligations with respect to storage.

5.6. MONITORING

Client understands and agrees that Egen may monitor and analyze Client Data or User Content (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Egen AI Blueprint Assistant services or website or other Egen services; to improve Client’s experience using the Egen AI Blueprint Assistant; to customize and communicate informational or product offerings and promotions to Client; and/or to make the Egen AI Blueprint Assistant more helpful or useful to Client and other users.

6. ASSUMPTION OF RISKS ASSOCIATED WITH AI

6.1 AI GENERAYED RESPONSES

Customer acknowledges and agrees that Egen utilizes artificial intelligence (AI) technology in connection with its Egen AI Blueprint Assistant. Client understands and acknowledges that AI is a developing technology; the potential risks inherent to this technology may not be fully understood, and fulsome safeguards may not be fully developed. AI-generated responses and analyses are provided without human review, and while Egen employs commercially reasonable efforts to refine and improve AI accuracy, Egen makes no representations or warranties regarding the accuracy, reliability, or completeness of AI-generated content. Client acknowledges and agrees that AI outputs may contain inaccuracies, omissions, or “hallucinations” (i.e., incorrect or fabricated information) and that Egen shall not be liable for any damages, losses, or claims arising from Client’s use or reliance on AI-generated responses or analysis.

Egen disclaims all liability for any and all damages (including without limitation those resulting from business, reputational, financial, or legal harm) resulting from AI-generated content. Client is solely responsible for reviewing and verifying AI-generated responses before relying on or acting upon them. Client further acknowledges that AI models evolve over time and may produce different responses under similar conditions, and that Egen reserves the right to update, modify, or discontinue AI features at its discretion.

Egen disclaims all liability resulting from Client’s use of Egen AI Blueprint Assistant, and makes no representation or warranty, express or implied, concerning the extent to which Client’s use of the Egen AI Blueprint Assistant or the output of such Egen AI Blueprint Assistant is appropriate, permissible, lawful, accurate, correct, or otherwise suitable for Client’s use. ALL USE OF THE EGEN AI BLUEPRINT ASSISTANT BY CLIENT OR IT AUTHORIZED USERS SHALL BE AT CLIENT’S SOLE RISK. If you do not agree with this assumption of risk, you should not use the Egen AI Blueprint Assistant. You are responsible for ensuring that any output generated by the Egen AI Blueprint Assistant is true, correct, accurate, or otherwise appropriate for Your purposes.

6.2 LEGAL AND REGULATORY RISK

Applicable regulators, law enforcement, or other governmental entities may determine that the underlying AI technology or the use thereof, in whole or in part, is unlawful, or must be changed, redesigned, or otherwise rebuilt to comply with applicable laws, which may result in the Egen AI Blueprint Assistant being disabled or suspended. There is also risk that in the above instances, regulators, law enforcement, or governmental entities may determine that your use of the Egen AI Blueprint Assistant is or was unlawful, which could result in legal action against you. Furthermore, it may be determined that the model, training data, software, or other component of the underlying AI technology, or the use thereof, infringes, misappropriates, or otherwise violates third-party intellectual property rights. In such an instance, there is risk that those third parties could enjoin further use of the underlying AI technology or bring other legal action against you.

6.3 USE OF CLIENT DATA AND USER CONTENT FOR AI TRAINING AND IMPROVEMENT

Client acknowledges that Egen may use Client Data and User Content to improve and refine its AI models, products, and services. By using the Egen AI Blueprint Assistant, Client grants Egen a non-exclusive, royalty-free, worldwide, perpetual, and irrevocable license to use Client Data and User Content for AI training and product enhancement purposes.

6.4 INDEMNIFICATION RELATED TO USE AND OUTPUT OF AI

To the fullest extent permitted by law, Client shall defend, indemnify, and hold harmless Egen, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s use of or reliance on AI-generated content, including without limitation any damages resulting from incorrect, misleading, or inappropriate AI outputs; (b) Client’s failure to notify its end users of the use or provision of AI-generated content; and (c) any third-party claim arising from actions taken in reliance on AI-generated outputs provided by Egen’s AI Blueprint Assistant.

7. COMPLIANCE WITH LAW

Client acknowledges and agrees that Client is solely responsible for its compliance with applicable law and regulations and shall not rely on Egen or on the Egen AI Blueprint Assistant for any such compliance. Use of the Egen AI Blueprint Assistant does not guarantee compliance with applicable law or regulation, and Egen specifically disclaims any liability for Client’s non-compliance. Client represents and warrants that its Client Data, and User Content Egen’s use thereof, will not violate third party rights, including intellectual property, privacy and publicity rights. If Client receives any take down requests or infringement notices related to Client Data or User Content, it must promptly stop using these items with the Egen AI Blueprint Assistant and notify Egen immediately.

8. TERM AND TERMINATION

8.1. TERM, SUSPENSION AND TERMINATION

Subject to this Section, these Terms will remain in full force and effect while you use the Egen AI Blueprint Assistant. We may refuse service, remove or edit content, including Client Data or User Content, or suspend or terminate your rights to use the Egen AI Blueprint Assistant (including your Account) at any time for any reason at our sole discretion, including for any use of the Egen AI Blueprint Assistant in violation of these Terms.

8.2 EFFECT OF TERMINATION

Upon termination of your rights under these Terms, your Account and right to access and use the Egen AI Blueprint Assistant will terminate immediately. You understand that any termination of your Account may involve deletion of your Client Data and User Content associated with your Account from our databases. Egen will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your Client Data or User Content.

9. CONFIDENTIAL INFORMATION

9.1. OBLIGATION OF CONFIDENTIALITY

Each Party (as the receiving party) must: (i) hold in confidence and not disclose the other Party’s Confidential Information; and (ii) use the other party’s Confidential Information only to fulfill its obligations and exercise its rights under these Terms. Each Party may share the other Party’s Confidential Information with its employees, agents, contractors or subcontractors having a legitimate need to know, provided that such Party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.

9.2. EXCLUSIONS

These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party prior to receipt of the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A Party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other Party to obtain confidential treatment for the information.

9.3. REMEDIES

The Parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

10. INDEMNIFICATION

Client will indemnify, defend and hold harmless Egen and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “Egen Parties”), to the fullest extent permitted by law, from and against any third-party claims, demands and related costs, losses, damages, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to (i) your unauthorized use of, or misuse of, the Egen AI Blueprint Assistant; (ii) your violation of any applicable law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (iii) any dispute or issue between you and any third party (including your customers); (v) any Client Data or User Content; (vi) Egen’s use, as contemplated in this Agreement, of any information provided to Egen by you or Authorized Users; (vii) breach or alleged breach of these Terms, including Client’s representations, warranties, and obligations;(viii) any claim of a governmental entity or other party that you have violated any law, rule, or regulation. Egen reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client and Client must not settle any claim without Egen’s prior written consent. This section survives termination of these Terms.

11. ENFORCEMENT

We reserve the right (but have no obligation) to review any User Content, and to investigate any violation of these Terms, and/or take appropriate remedial action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.

12. DISCLAIMERS

EXCEPT AS PROVIDED EXPRESSLY HEREIN, THE EGEN AI BLUEPRINT ASSISTANT AND RELATED SERVICES, MATERIALS AND CONTENT ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EGEN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EGEN MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE EGEN AI BLUEPRINT ASSISTANT WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE OR PRESERVED WITHOUT LOSS, OR THAT THE EGEN AI BLUEPRINT ASSISTANT WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, AND EGEN DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. EGEN WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD PARTY PRODUCTS, THIRD PARTY CONTENT, OR NON-EGEN SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THESE TERMS, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON THE EGEN AI BLUEPRINT ASSISTANT. THE DISCLAIMERS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE EGEN AI BLUEPRINT ASSISTANT OR THE EGENT PARTIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE EGEN AI BLUEPRINT ASSISTANT WILL CREATE ANY WARRANTY REGARDING ANY OF THE EGEN ENTITIES OR THE EGEN AI BLUEPRINT ASSISTANT THAT IS NOT EXPRESSLY STATED IN THESE TERMS. EGEN DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY EGEN TO ITS CLIENT(S) SHALL NOT CONSTITUTE LEGAL ADVICE. USE OF THE EGEN AI BLUEPRINT ASSISTANT DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.

13. LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EGEN AND ITS AGENTS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, MANAGERS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, VENDORS, SUPPLIERS, ATTORNEYS OR AFFILIATES SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, GENERAL, SPECIAL, DIRECT, INDIRECT, COMPENSATORY, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOST, BREACHED OR INACCURATE DATA, LOSS OF CONFIDENTIALITY OR PRIVACY, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR OTHER INTANGIBLE LOSSES, HOWEVER CAUSED (INCLUDING VIA A CYBERATTACK OR OTHER CYBER-RELATED INCIDENT), WHETHER IN CONTRACT, TORT, NEGLIGENCE, MALPRACTICE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, RESULTING FROM OR ARISING OUT OF THESE TERMS OR THE USE OF THE EGEN AI BLUEPRINT ASSISTANT OR THE PERFORMANCE THEREOF, WITHOUT RESPECT TO NOTICE OF THE POSSIBILITY THEREOF. EGEN’S CUMULATIVE, AGGREGATE AND MAXIMUM LIABILITY TO CLIENT FOR ANY LOSSES, CLAIMS, BREACHES OR DAMAGES UNDER THESE TERMS WILL NOT EXCEED THE AMOUNT OF $5,000.00.

EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 13 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMSAND THE EGEN AI BLUEPRINT ASSISTANT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND A MATERIAL TERM OF THESE TERMS OF USE. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT EGEN WOULD NOT BE ABLE TO PROVIDE THE EGEN AI BLUEPRINT ASSISTANT WITHOUT SUCH LIMITATIONS.

If you are a California resident, you agree to waive California Civil Code Section 1542, and any similar provision in any other jurisdiction (if you are a resident of such other jurisdiction), which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

14. GENERAL

14.1. Assignment. These Terms will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party may assign these terms without the advance written consent of the other Party, except that Egen may assign these Terms without consent to an Affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign the Agreement except as expressly authorized under this Section 14.1 will be null and void.

14.2. Notices. Any notice or communication to Egen under the Agreement must be in writing. Client must send any notices under the Agreement (including breach notices) to Egen at the following address: 40 Shuman Blvd., Suite 204, Naperville, IL 60563; Attn: Legal Department. Egen may send notices to the e-mail addresses on Client’s account or, at Egen’s option, to Client’s last-known postal address. Egen may also provide operational notices regarding the EGEN AI Blueprint Assistant or other business-related notices through conspicuous posting of such notice on Egen’s website. Each Party hereby consents to receipt of electronic notices. Egen is not responsible for any automatic filtering Client, or its network provider may apply to email notifications.

14.3. Publicity. Unless otherwise specified in the applicable Enrollment Form, Egen may use Client’s name, logo and marks to identify Client as an Egen Client on Egen’s website, mobile application and other marketing materials.

14.4. Independent Contractors. The Parties to the Agreement are independent contractors, and these Terms nor the use of the Egen AI Blueprint Assistant does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither Party has the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.

14.5. Force Majeure. Neither Party will be liable for any delay or failure to perform its obligations under the Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.

14.6. Amendments; Waivers. Egen may update or modify these Terms (including referenced policies and other documents) from time-to-time by posting a revised version or by notification via the email associated with Client’s account. If Egen modifies these Terms. Client may be required to click through the updated Terms to show acceptance. If Client does not agree to the updated Terms, Client will no longer have the right to use the Egen AI Blueprint Assistant.

14.7. Severability. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect.

14.8. Entire Agreement. These Terms and the Enrollment Form, constitutes the full and complete understanding and agreement of the Parties with respect to the subject matter herein and supersedes all prior or contemporaneous oral or written understandings and agreements of the Parties with respect to the Egen AI Blueprint Assistant or any other subject matter covered by these Terms.

14.9. Governing Law; Jurisdiction and Venue. The Agreement is governed by the laws of the State of Delaware, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement shall be the state or federal courts located in Delaware, and both parties submit to the personal jurisdiction of these courts.