Consultation General Terms and Conditions

Informational Purposes Only

Epoch Artificial Intelligence, Inc. (“Epoch AI”) is a nonprofit organization was established for the charitable, scientific and educational purpose of conducting and disseminating research on the trajectory and impact of artificial intelligence (“AI”) by advancing public knowledge, and supporting informed and effective decision-making by private and public institutions regarding the development and deployment of AI (our “Mission”). Our work is grounded in research-informed methodologies; however, all content and consultations are provided solely for informational and educational purposes.

Nothing on this website, in our materials, or shared during any consultation should be construed as legal, financial, investment, accounting, or tax advice. We are not financial advisors, attorneys, or certified public accountants, and are not licensed, registered, or regulated by any financial, investment, or legal oversight authority. You should consult your own advisors before making decisions based on our insights.

Consultation and Use Restrictions

The materials, analyses, consultation and information work products we may provide (the “Consultation”) are, and shall remain owned by Epoch AI, and Epoch AI retains all right, title and interest in and to any and all materials, software, methodologies, and know-how (including all results, data, analyses, recommendations, and other outputs or deliverables). Epoch AI reserves all rights not expressly granted to you under these Terms and Conditions, and no implied rights or licenses are granted to you.

You are granted a limited, non-exclusive, revocable, non-transferrable, non-sublicensable right to use the Consultation solely for your internal business purposes, and subject to any additional restrictions that may be stated or provided in connection with the Consultation. You may not reproduce, redistribute, or publicly refer to Epoch AI nor any part of the Consultation without our prior written consent and approval in each instance.

No Representations or Warranties; Disclaimer; No Reliance

Our Consultation may rely on historical data, forecasts, and analytical models. However, we do not and cannot guarantee the accuracy, completeness, or future performance of any Consultation, including any actual or implied strategies, assessments, or recommendations. Strategic, market, and technological developments are inherently uncertain and subject to change. Any action you take based on the Consultation is entirely at your own discretion and risk.

All Consultations are based on conditions, data, information and assumptions available and in-hand at the time of the Consultation by the individual providing it. We are under no obligation to update or revise any materials in light of new information or changed circumstances.

Consultations may not reflect your specific objectives, risk tolerance, or operational needs, and may not address all issues that could be relevant to your unique context. Some matters may have been outside the scope of our review or addressed by other advisors. Descriptions of third-party agreements or technical materials may be incomplete and should be read in conjunction with the original source documents.

TO THE MAXIMIUM EXTENT PERMITTED BY APPLICABLE LAW, THE CONSULTATIONS ARE PROVIDED, AND THE USE THEREOF IS, ON AN “AS IS” AND “AS AVAILABLE” BASIS, THE USE THEREOF IS YOUR SOLE RISK. EPOCH AI MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO CONSULTATIONS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. ALL DISCLAIMERS SET FORTH THROUGHOUT THESE TERMS AND CONDITIONS, SHALL SURVIVE TERMINATION OR EXPIRATION OF THESE TERMS AND CONDITIONS. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, EPOCH AI DISCLAIMS RESPONSIBILITY FOR: (A) ANY ERRORS, INACCURACIES, INCOMPLETENESS OR OMISSIONS IN THE CONSULTATIONS ,AND ANY DATA THEREIN AND RESULTS AND DATA GENERATED OR DERIVED THEREFROM, AND FOR ANY CONSEQUENCES, DECISIONS, JUDGMENTS OR RESULTS ATTRIBUTABLE TO OR RELATED TO ANY USES, NON-USES, OR INTERPRETATIONS OF INFORMATION OR DATA CONTAINED IN OR NOT CONTAINED THEREIN; AND (B) THE CONSULTATIONS, AND ANY DATA THEREIN NOT MEETING YOUR REQUIREMENTS.

WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT NONE OF THE CONSULTATIONS ARE INTENDED TO SERVE AS THE BASIS FOR ANY STRATEGIC, FINANCIAL, OPERATIONAL, ETHICAL OR OTHER DECISIONS, AND YOU MAY NOT, AND HAVE NO RIGHT TO, RELY ON THE FOREGOING., NEITHER YOU, NOR ANY PARTY OR ENTITY WITH WHOM YOU ARE AFFILIATED, MAY ASSERT ANY CLAIM AT LAW OR IN EQUITY AGAINST EPOCH AI OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, VOLUNTEERS, OR ADVISORS BASED (THE “EPOCH AI PARTES”) ON THE CONSULTATION.

Limitation of Liability

THE TOTAL AGGREGATE LIABILITY OF EPOCH AI AND THE EPOCH AI PARTIES IN CONNECTION WITH OR RELATED TO THESE TERMS AND CONDITIONS, CONSULTATIONS, OR ANY OTHER MATTER RELATING TO THE FOREGOING (WHATEVER THE BASIS FOR THE CAUSE OF ACTION) WILL NOT EXCEED THE FEES PAID TO EPOCH AI FOR THE APPLICABLE CONSULTATION DURING THE SIX (6) MONTH PERIOD PRIOR TO WHICH SUCH LIABILITY FIRST AROSE. IN NO EVENT WILL EPOCH AI OR ANY EPOCH AI PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUE, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT (I) SUCH DAMAGES WERE FORESEEABLE OR CONTEMPLATED BY THE PARTIES OR (II) EPOCH AI OR ANY EPOCH AI PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SPECIFIED IN THESE TERMS AND CONDITIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS AND CONDITIONS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF WHETHER YOU HAVE ACCEPTED ANY CONSULTATION.

Confidentiality

Each of you and Epoch AI acknowledges that by reason of its relationship to the other party hereunder, it may furnish, provide access to or disclose to the other party certain Confidential Information. “Confidential Information” means each party’s proprietary, confidential and non-public information, including trade secrets, concerning such party’s operations, procedures, processes, or know-how, that may at any time be furnished, communicated, or delivered to the other party hereunder, whether in tangible, electronic, or other form. Each party will maintain the other party’s Confidential Information in confidence and disclose such Confidential Information only to authorized parties who have a need-to-know such Confidential Information to fulfill the business affairs and transactions between the parties and who are under confidentiality obligations no less restrictive than these Terms and Conditions. Each party shall use at least the same degree of care as used with respect to its own similar information, but no less than a reasonable degree of care, to protect the other party’s Confidential Information from any unauthorized use, disclosure, dissemination, or publication. Confidential Information does not include information that: (i) was lawfully in the receiving party’s possession before receipt from the other party, as established by reasonable evidence; (ii) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the receiving party; or (iii) is received by the receiving party from a third party free to make such disclosure without any legal or contractual obligation of confidentiality. If the receiving party is confronted with a governmental request or order or legal action to disclose the other party’s Confidential Information received under these Terms and Conditions, it shall limit its disclosure to only that portion of the Confidential Information which its legal counsel advises must be disclosed.

Notwithstanding anything to the contrary herein or in any statements or documents provided or made available by you, in no event will you provide or make available to us any information that is not already publicly available about you or any entity with which you are affiliated that a reasonable stockholder would consider important in making a decision to buy or sell any such entity’s securities, that could reasonably be expected to affect the price of such entity’s securities beyond normal daily fluctuations, or that could otherwise be considered “material nonpublic information” or similar term or concept under applicable law, regulation or industry standard (“MNPI”). We and our employees, contractors and consultants are entitled to rely on the above in making any investment decisions, and you will indemnify, defend and hold harmless us and each such employee, contractor or consultant from and against any investigation, assertion, claim, liability, damage or loss (including legal fees and expenses, including any arising from enforcement of this indemnity) as a result of any disclosure or use of any MNPI by or on behalf of us or any of our employees, contractors or consultants.

Notwithstanding anything these Terms and Conditions to the contrary, Epoch AI and Epoch AI’s employees, contractors and consultants may use generalized learnings, ideas, concepts, or techniques that an individual retains in unaided memory without intentional memorization (collectively, “Residuals”) for any purpose without obligation to you or any entity with which you are affiliated, to the extent such use does not identify you or such entity as the source of the Residuals.

GENERAL

Governing Law; Venue. These Terms and Conditions will be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. The parties hereby agree that any action arising out of these Terms and Conditions will be brought solely in any state or federal court located in Alameda County, California. Each party hereby submits to the exclusive jurisdiction and venue of any such court and waives any claim or assertion of inconvenient forum.

Entire Agreement; Modifications. These Terms and Conditions, together with any exhibits, schedules, or other documents referenced herein, supersedes any and all agreements between the parties with respect to the subject matter of these Terms and Conditions. Any modification of these Terms and Conditions will be effective only if it is in writing and signed by an authorized representative of the parties.

Severability; Construction. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. Captions or headings, as used in these Terms and Conditions, are for the convenience of reference only and shall not be deemed or construed as in any way limiting or expanding the language of the provision to which such captions may refer. The words “include,” “includes” and “including” shall be deemed to be followed by “without limitation.” Neither these Terms and Conditions nor any provision hereof shall be construed on the basis of its draftsperson.

No Third-Party Beneficiaries. These Terms and Conditions benefit solely the parties, and nothing in these Terms and Conditions, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms and Conditions.

Counterparts. These Terms and Conditions may be executed electronically and in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others.

Tax-Exempt Compliance; Corrective Action. The Parties acknowledge Epoch AI’s federal tax-exempt status under Internal Revenue Code § 501(c)(3) and agree that all payments hereunder are intended as fair-market value compensation for services rendered that will not create private inurement, private benefit, or an excess benefit transaction under § 4958. If either party reasonably believes any payment could jeopardize that status, it will promptly notify the other, and the parties will cooperate in good faith to modify these Terms and Conditions, adjust or refund payments, or take other corrective action to preserve the exemption. If a cure is not feasible within sixty (60) days or any shorter period required by law, Epoch AI may refund the problematic amount and/or terminate these Terms and Conditions without further liability.

Acknowledgment and Agreement

By signing up to a consultation through our website, you acknowledge and agree to these Terms and Conditions and the applicable service terms, including payment and cancellation policies.