Subscription Agreement Terms of Use and Conditions

1. Subscription

Subject to the terms and conditions set forth in this agreement, the Subscriber (“Subscriber”) named in the StratusLIVE Subscription Agreement Order Form (the “Order Form”), which specifies the modules of the Service subscribed to, the term of the subscription, and the subscription price, collectively with this Subscription Agreement Terms of Use and Conditions agreement (the “Agreement”), hereby subscribes to the Service. StratusLIVE grants Subscriber a non-exclusive, revocable, non-transferable (other than as set forth in this Agreement) right to access and use those modules of the Service set forth on the Order Form for its own internal business purposes in accordance with the terms and conditions in this Agreement. Subscriber shall not (i) license, sublicense, sell, resell, transfer, assign, or otherwise commercially exploit or make available to any third party the Service, other than making the donor-facing, volunteer-facing, or public engagement and fundraising features of the Service available to Subscriber’s own constituents, donors, corporate partners, or volunteers in the ordinary course of Subscriber’s use of the licensed Service; or (ii) access the Service in order to (a) build a competitive product or Service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

2. Intellectual Property Rights

2.1 Ownership. Subscriber acknowledges that all applicable Intellectual Property Rights in the StratusLIVE Service, the Documentation, and any modifications or enhancements to any of the foregoing, are and shall belong to and remain the property of StratusLIVE. Subscriber shall at all times retain ownership of its data, whether entered or transferred into the StratusLIVE Software. StratusLIVE may copy, replicate, move or otherwise manage the Subscriber data as necessary.

2.2 No Work for Hire. Nothing in this Agreement shall be considered as constituting, producing, or resulting in a “work for hire” under the copyright laws of the United States.

2.3 Proprietary Designations. User interfaces, the StratusLIVE Service, web pages, and/or Documentation may contain copyright notices, restrictive legends, or other proprietary designations of StratusLIVE (or “Proprietary Designations”). Subscriber shall not remove, obscure, or modify any such Proprietary Designations nor take any action that would jeopardize any Intellectual Property Rights of StratusLIVE represented by such Proprietary Designations. Subscriber shall not use or register, directly or indirectly, any trademarks, service marks, trade names, or copyrights, which are identical or confusingly similar to any of the Proprietary Designations.

2.4 Reservation of Rights. All rights not expressly granted herein are reserved by StratusLIVE. StratusLIVE shall retain all Intellectual Property Rights in the StratusLIVE Service and related Documentation; no title to any such Intellectual Property Rights is transferred to Subscriber.

3. StratusLIVE Service

3.1 StratusLIVE Service. Subject to the terms and conditions of this Agreement, Subscriber acknowledges and agrees that access to the StratusLIVE Service is limited to the version or release then currently being provided by StratusLIVE to Subscriber at the time service is requested or authorized access attempted.

3.2 AI-assisted Features. StratusLIVE may provide artificial intelligence (“AI” and/or “AI Agents”) functionality as part of the Services. Many of these features are powered exclusively by a private StratusLIVE-hosted AI system. Where we use Public AI Models (a.k.a., Large Language Models or "LLMs") as part of the user experience in our software, such Public AI Models are gated within StratusLIVE's software. Subscriber and donor data, including Personally Identifiable Information ("PII"), is never exported to, sold to, or disclosed to any Public AI Model, and is never used to train, retrain, fine-tune, or otherwise improve any Public AI Model.

Subscriber acknowledges and agrees that AI outputs – for example, generated from the use of an AI Agent made available in your StratusLIVE software - are generated algorithmically and may not always be accurate. Subscribers are responsible for reviewing and validating AI-assisted outputs before relying on them.

AI features are provided “as is” without additional warranties of accuracy or fitness for a particular purpose.

3.3 Service Availability. The Service will maintain an average availability of no less than 99.9%, calculated on a monthly basis, excluding downtime caused by (i) scheduled maintenance performed each Sunday between the hours of 12:00 AM and 12:00 PM Eastern Time, (ii) emergency maintenance, (iii) force majeure, such as a major outage of the public internet, and (iv) any other events beyond StratusLIVE’s reasonable control (collectively, “Excluded Downtime”). Availability for a calendar month will be calculated as follows: ((Total Minutes in the Month − Excluded Downtime − Unplanned Downtime) / (Total Minutes in the Month − Excluded Downtime)) × 100. StratusLIVE will provide at least twenty-four (24) hours’ advance notice, via the Service or by email, of scheduled maintenance occurring outside the standard maintenance window. Emergency maintenance may be performed without advance notice where reasonably necessary to protect the security, integrity, or stability of the Service.

3.4 StratusLIVE Support. Our 24×7 web-based support system monitored by our support technicians allows Subscriber the ability to submit support requests to StratusLIVE. Subscriber may identify the severity level of any issue. StratusLIVE targets the following initial response times based on the severity level assigned:

*Target response times are goals, not guaranteed service levels, and do not create any right to a service credit or other remedy under this Agreement.

3.5 Backup and Replication. StratusLIVE shall provide data storage back up to copy the application server data and Subscriber’s data on a nightly frequency and retain those back-ups in the hosting facility. In the event that Subscriber’s data is lost from Subscriber’s servers, StratusLIVE shall restore the backup data to alternate servers. StratusLIVE shall not be responsible for files that cannot be recovered due to corrupt data, fires or any other disaster or event outside the control of StratusLIVE in accordance with Section 3.3. In addition to the daily backup and disaster recovery service level support provided in the StratusLIVE subscription price, Subscriber can obtain a data replication service on their own.

3.6 Service Limitations and Subscriber Cooperation. While this Agreement is in effect, Subscriber shall (a) use commercially reasonable efforts to provide StratusLIVE with sufficient documentation, information, and assistance to enable StratusLIVE to duplicate, diagnose, and correct any reported non-conformance that StratusLIVE is obligated to correct under this Agreement, and (b) perform all standard user diagnostic, remedial, and corrective actions described in StratusLIVE’s Documentation before requesting assistance from StratusLIVE; if Subscriber fails to do so, StratusLIVE may bill Subscriber on a time-and-materials basis at its then-prevailing rates for performing such actions.

StratusLIVE’s obligation to provide the Service, including access to it, is conditioned upon Subscriber’s fulfillment of its payment and performance obligations under this Agreement and this Agreement remaining in full force and effect. Subscriber acknowledges that StratusLIVE has no control over the internet, communication lines, or the conditions under which Subscriber uses the Service, and the Service cannot be expected to be error-free or uninterrupted. Any problem or non-conformance is excluded from coverage under this Agreement to the extent it results from: (i) alteration, modification, misuse, negligence, accident, or any third-party defect or malfunction, or maintenance by anyone other than StratusLIVE; (ii) use of the Service in combination with software not provided or authorized in writing by StratusLIVE; (iii) malfunction of any hardware, software, or component of Subscriber or a third party; (iv) use of the Service inconsistent with the Documentation or in a hostile environment; or (v) power surges, improper line voltage, software viruses, or acts of God. StratusLIVE may, at Subscriber’s request and its then-current time-and-materials rates, assist Subscriber in correcting problems arising from any of the foregoing causes.

3.7 Access. With respect to the StratusLIVE Service and each item pursuant to this Agreement, the Subscriber hereby agrees as follows:

a. Subscriber agrees to supervise and control its use of the StratusLIVE Service, including without limitation, Subscriber’s compliance with applicable laws, control of access, acceptable use, account permissions, etc. Any right to access and use the StratusLIVE Service and related Documentation shall be non-transferable and nonexclusive, expressly limited to Subscriber’s internal business purposes;

b. Subscriber agrees to comply with this Terms of Use, acceptable use policies, and the Data Privacy Policy of the StratusLIVE Service. The StratusLIVE Service may include hyperlinks to external websites or services that are not under the control of StratusLIVE, and except as expressly provided herein, StratusLIVE assumes no responsibility for such websites or services, or for compliance with any applicable policies or terms of use;

c. The StratusLIVE Service and any related Documentation are the Confidential Information of StratusLIVE, and Subscriber shall keep the same in confidence and shall not use or disclose the same except as permitted by this Agreement.

d. Subscriber agrees to comply with all export and re-export restrictions and regulations of the United States, and shall not to transfer, or authorize the transfer, of all or any part of the StratusLIVE Service, any Software, or any Documentation.

3.8 Templates. This provision applies to StratusLIVE Ignite Subscribers only.

a. By sharing creative content on this platform, you understand and agree that you allow the content to be used by others in accordance with the StratusLIVE terms and conditions. They may do so without your consent or compensation. You also acknowledge and agree that StratusLIVE is not responsible for any damages or losses that may result from the sharing of your content on this platform and release StratusLIVE from any liability associated with use of the content. If you do not wish to release your rights to the content, please do not share it on this platform.

b. The templates provided by StratusLIVE are intended for use within the StratusLIVE Ignite platform only. StratusLIVE makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability with respect to the templates or the information, products, services, or related graphics contained in the templates for any purpose. Any reliance you place on such information is strictly at your own risk. In no event will StratusLIVE be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from the use of the templates. By using the templates, you acknowledge and agree that you do so at your own risk and that StratusLIVE shall not be held liable for any damages or losses of any kind arising from your use of the templates.

4. Payments

4.1 Fees paid to StratusLIVE. Subscriber shall make payment to StratusLIVE for access to the StratusLIVE Service furnished pursuant to this Agreement at the rates and in the manner provided in the Order Form.

4.2 Time of Payments. Subscriber shall make payments to StratusLIVE in the manner provided in the Order Form.

4.3 Taxes. Subscriber shall be solely liable for all “Taxes” (as defined below) related to this Agreement and all amounts payable to StratusLIVE under this Agreement (other than StratusLIVE’s income taxes). For the purposes of this Section, “Taxes” means all sales, use, V.A.T., tariffs, or other taxes payable in connection with this Agreement now in force or enacted in the future, all of which shall be paid by Subscriber, except for such taxes as are imposed on StratusLIVE’s income. Subscriber is responsible for obtaining and providing to StratusLIVE any certificate of exemption or similar document required to assert an exemption from any liability for Taxes in the United States.

4.4 Any StratusLIVE invoice not paid within 30 days of the invoice date will bear interest at a rate of the greater of (i) 1.5% per month, or (ii) the maximum interest rate allowed by law, assessed against the unpaid balance from the date of invoice until the date of payment. Subscriber shall also be responsible for, and shall pay on demand, all reasonable attorneys’ fees and other costs incurred by StratusLIVE in collecting any delinquent or past due payments of any kind due StratusLIVE by Subscriber.

5. Warranty

5.1 StratusLIVE Service.

a. StratusLIVE warrants that the StratusLIVE Service furnished under this Agreement will substantially conform to the then current StratusLIVE Documentation with respect thereto, and that such conformance means that under normal use the StratusLIVE Service will be free from a material deviation from the StratusLIVE Documentation. StratusLIVE’s sole liability and obligation in the case of any breach of this warranty is to use commercially reasonable efforts to provide a fix for any such defect. StratusLIVE does not warrant that the functions contained in the StratusLIVE Service will meet Subscriber’s requirements or will operate uninterrupted or error free.

b. Subscriber Remedy. Subscriber’s sole and exclusive remedy and StratusLIVE’s only obligation under this warranty, is to re-perform services provided under this Agreement until they are performed in a good and workmanlike manner. In the event that any services required to be provided by StratusLIVE under this Agreement cannot be provided within a reasonable time after notification, Subscriber’s sole and exclusive remedy is to terminate this Agreement upon written notice to StratusLIVE and receive a refund of any fees paid for the period beginning on the date the problem requiring correction was reported in writing to StratusLIVE.

5.2 Disclaimers and Limitations of Liability

a. Except as expressly provided in this Agreement, StratusLIVE makes no representations or warranties of any kind, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and the Service and Documentation are provided “as is.” These limitations and disclaimers apply regardless of the legal theory asserted, including contract, tort, or negligence.

b. Subscriber is solely responsible for the accuracy, completeness, and adequacy of the data it transmits to or stores in the Service, and StratusLIVE has no liability for damages or losses arising from Subscriber’s reliance on such data.

c. In no event shall StratusLIVE be liable for lost profits, loss of data, or any indirect, special, consequential, or exemplary damages, even if advised of the possibility of such damages.

d. Any claim arising out of or relating to this Agreement must be brought in a court of competent jurisdiction pursuant to Section 9.8 within the earlier of (i) one year after StratusLIVE furnished the Service giving rise to the claim, or (ii) ninety days after termination of this Agreement, and only after Subscriber has given StratusLIVE written notice of the claim in reasonable detail.

e. Limitation of Liability. In no event shall either party's aggregate liability arising out of or relating to this Agreement, whether in contract, tort, or otherwise, exceed the total fees paid or payable by Subscriber to StratusLIVE in the twelve (12) months immediately preceding the event giving rise to the claim.

5.3 Force Majeure. Neither party shall be liable to the other party for failures or delays arising out of conditions beyond its reasonable control, including, but not limited to, fire, civil disobedience, delays associated with hardware malfunction, riots, rebellions, storms, electrical failures, acts of God and similar occurrences. Performance times under this Agreement shall be considered extended for a reasonable period of time equivalent to the time lost because of any such failure or delay.

6. Confidentiality

6.1 Mutual Covenant. Each party agrees to keep strictly confidential and not to disclose to any third party any and all Confidential Information disclosed to it by the other party without such disclosing party’s prior approval. Each party shall advise its employees who at any time have access to the disclosing party’s Confidential Information of the obligations assumed hereunder by such receiving party. Each party will in all events exercise no less care and effort in the protection of the Confidential Information of the disclosing party as such receiving party uses to protect its own Confidential Information.

6.2 AI Model Training Restriction. StratusLIVE will not use, and will not permit any third party to use, Subscriber's Confidential Information, including donor and constituent data, in connection with any Public AI Models for model training of generative artificial intelligence or any other similar purpose. A breach of this Section 6.2 shall be treated as a breach of Section 6.1 for purposes of remedy and enforcement, including Subscriber's termination right under Section 7.2.

7. Term and Termination

7.1 Term. The term of this Agreement shall commence on the date listed in the Order Form and shall, subject to the provisions of this Section 7, continue for a period identified in the Order Form (the “Initial Term”), and afterward shall automatically renew for one or more one-year periods (“Renewal Terms”) provided that Subscriber is current on payments due to StratusLIVE, or unless and until terminated by either party as of the end of the Initial Term or any applicable one-year Renewal Term, as the case may be, by written notice given to the other party no later than sixty (60) days prior to the end of the Initial Term or such Renewal Term, as the case may be. Should both parties provide such written notices, one to renew and one to cancel, the notice of cancellation shall prevail.

7.2 Termination for Breach. Either party may terminate this Agreement by reason of material breach by the other party, by giving the breaching party written notice specifying such material breach and affording the breaching party ten (10) business days from the date of receipt of such notice in which to cure the material breach (the “Cure Period”). Should the breaching party fail to cure the breach within the Cure Period, this Agreement shall be considered terminated as of the last day of the Cure Period. Without limitation, the failure of Subscriber to pay any amounts owing to StratusLIVE under this Agreement shall constitute a material breach of this Agreement. In addition to the foregoing, StratusLIVE will also have the right to terminate this Agreement immediately, with or without notice to Subscriber, in the event of any breach by Subscriber of any of Section 3.7, and either party shall have the right to terminate this Agreement immediately, with or without notice to the other, in the event of any breach of paragraphs 6.1 or 6.2 of this Agreement.

7.3 Continuing Obligations. Termination of this Agreement for any reason shall not relieve either party of its obligations, or impair any protections that have arisen or accrued, prior to the effective date of termination, including without limitation all provisions relating to: confidentiality and Intellectual Property Rights; disclaimers of warranties and limitations of liability; infringement; indemnification; responsibility for attorneys’ fees; and choice of law and venue. Subscriber’s payment obligations (and any security therefor) with respect to all amounts due or to become due for Service authorized under this Agreement prior to termination shall likewise survive termination.

7.4 Effect of Termination. Upon termination of this Agreement for any reason, all access, and other rights granted to Subscriber in or with respect to the StratusLIVE Service, and Documentation shall immediately cease. Upon termination of this Agreement for any reason, (a) all Information shall be the exclusive property of StratusLIVE; (b) Subscriber shall return to StratusLIVE all documents, manuals, and drawings containing any Information or Documentation, or any embodiments or portion thereof, then in the possession of Subscriber at Subscriber’s expense (unless StratusLIVE directs Subscriber to instead destroy any or all such copies). (c) Subscriber shall immediately cease use of the StratusLIVE Service. Upon termination of this Agreement for any reason, all amounts owed by Subscriber to StratusLIVE shall be paid to StratusLIVE immediately, and both parties shall use their commercially reasonable efforts to minimize any negative publicity regarding the other party that could result from such termination.

8. Infringement and Indemnification

8.1 StratusLIVE Infringement and Indemnity. StratusLIVE will defend, indemnify, and hold Subscriber harmless against any third-party claim that the StratusLIVE Service infringes a patent, trademark, copyright, or other Intellectual Property Right enforceable in the United States, subject to the procedures in Section 8.3. StratusLIVE’s obligations under this Section will not apply if a claim is based on use of the StratusLIVE Service not in accordance with the StratusLIVE Documentation, or on use of the StratusLIVE Service with third-party software, process, or article. If a third-party infringement claim is sustained in a final, non-appealable judgment, or if Subscriber’s use of the Service is enjoined by a court of competent jurisdiction, StratusLIVE will, at its election and expense, either (a) procure Subscriber’s right to continue using the Service, (b) replace or modify the Service to make it non-infringing, or (c) if neither is reasonably feasible, terminate this Agreement as to the infringing Service and refund fees paid in advance for Service that cannot be performed. Except as provided in this Section, Subscriber has no other remedy against StratusLIVE for any claim of intellectual property infringement respecting the Service.

8.2 Subscriber Indemnity. Subscriber shall defend, indemnify, and hold StratusLIVE harmless against any third-party claim arising from Subscriber’s data, products, or services, Subscriber’s breach of this Agreement, or Subscriber’s use of the StratusLIVE Service not in accordance with this Agreement, including any use of the Service in conjunction with other software or a modification not expressly provided for in the Documentation, subject to the procedures in Section 8.3.

8.3 Indemnification Procedures. The obligations in Sections 8.1 and 8.2 are conditioned on the indemnified party (a) giving the indemnifying party prompt written notice of the claim, (b) cooperating fully in its defense, and (c) giving the indemnifying party sole authority to control the proceedings and any related settlement, provided that no settlement imposing liability on the indemnified party may be made without its prior written consent. The indemnifying party will pay all costs, damages, and attorneys’ fees finally awarded by a court as a result of any such claim.

9. Miscellaneous

9.1 Entire Agreement. The parties have incorporated all representations, warranties, covenants, commitments, and understandings on which they have relied in entering into this Agreement. This Agreement, with the attachments, (a) constitutes the entire agreement and understanding between the parties with regard to the matters with which it deals, and there are no promises, representations, conditions, provisions, or terms related thereto other than those set forth in this Agreement, and (b) supersedes all previous undertakings, agreements, and representations between the parties, written or oral, with regard to the matters with which it deals. No course of dealing between the parties, no usage of trade, and no outside evidence of any nature shall be used to modify, interpret or supplement any provision of this Agreement.

9.2 Assignment. The benefits and obligations of the parties under this Agreement are personal in nature. This Agreement shall not be assigned without the prior written approval of the other, with the exception that StratusLIVE may assign this Agreement or any of its rights or obligations hereunder, to its Affiliates or to any purchaser of, or other successor to, substantially all the business and assets of StratusLIVE. In addition, StratusLIVE may assign the right to receive payments hereunder to any party. This Agreement shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

9.3 Severability. In the event that a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable for any reason, such provision or part thereof shall be considered separate from the remaining provisions of this Agreement, which shall remain in full force and effect. Such invalid or unenforceable provision shall be deemed revised to effect, to the fullest extent permitted by law, the intent of the parties as set forth therein.

9.4 Waiver. Any failure of either party to insist upon the performance of a provision of this Agreement shall not constitute a waiver of any other right of either party that the party may have under this Agreement. Any such waiver can only be made in a writing signed by the party against whom enforcement of such waiver is sought.

9.5 Notice. Any notice required or permitted under this Agreement shall be in writing and delivered by email (with confirmation of receipt), hand delivery, certified mail (return receipt requested, postage pre-paid), or a recognized overnight courier, in each case to the address or email address specified on the Order Form or as later updated by written notice under this Section. Notices are effective upon delivery to the intended recipient.

9.6 No Partnership or Joint Venture. The parties shall be independent contractors. Nothing herein shall be construed as creating a relationship of partnership, joint venture, agency, or employment, and neither party shall have the power to obligate or bind the other in any manner whatsoever.

9.7 Subcontractors. StratusLIVE may engage subcontractors to deliver and install the StratusLIVE Service.

9.8 Controlling Law; Venue; Legal Expenses.

a. The interpretation and enforcement of this Agreement shall be governed by the laws of the Commonwealth of Virginia, as it applies to a contract executed, delivered and performed solely in such state, and without regard to any conflict of law provisions.

b. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be brought against either of the parties only in the courts of the Commonwealth of Virginia, City of Norfolk or, if it has or can acquire jurisdiction, in the United States District Court for the Eastern District of Virginia, Norfolk Division, and each of the parties consent to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and hereby irrevocably waives any objection to such jurisdiction and venue. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

c. In the event any litigation is commenced by either StratusLIVE or Subscriber against the other, the prevailing party will be entitled to recover its reasonable expenses incurred in such litigation, including reasonable attorneys’ fees, from the non-prevailing party.

d. Compliance with Laws; Prohibited Uses. Both parties agree to comply with all relevant laws, including export laws and regulations, regardless of country or jurisdiction. Subscriber’s use of data supplied by the Service is at Subscriber’s own risk, and Subscriber is solely responsible for its use of contact information (names, phone numbers, email addresses, and physical addresses) in compliance with applicable law. Subscriber shall not:

(i) send or facilitate spam or unsolicited messages in violation of applicable law, including privacy, data protection, telemarketing, CAN-SPAM, or do-not-call requirements;

(ii) send or store unlawful, infringing, obscene, threatening, harassing, or libelous material, including material harmful to children or that violates third-party privacy rights; or

(iii) send or store malicious code, including viruses, worms, Trojan horses, or other harmful files or scripts.

StratusLIVE may use or disclose information provided if required by law or reasonably necessary to protect StratusLIVE’s rights or comply with legal process.

e. Except for actions for non-payment, breach of confidentiality or indemnities under Section 6, 7 and 8, no action, regardless of form, arising out of or related to this Agreement may be brought by either party more than 2 years after the accrual of the cause of action.

9.9 Modifications to this Agreement. StratusLIVE may update or modify this Agreement at any time by posting the updated Agreement at stratuslive.com/terms/ and updating the effective date. Subscriber's continued use of the StratusLIVE Service following the effective date of any modification constitutes Subscriber's acceptance of the modified Agreement.

9.10 International Data Transfers. StratusLIVE is based in the United States and primarily processes Personal Data in the United States. Where Personal Data is transferred internationally, StratusLIVE relies on appropriate safeguards recognized under applicable data protection law, such as Standard Contractual Clauses, as further described in the Data Processing Agreement (Appendix A).

10. Additional References

The following addenda are incorporated by reference into, and form an integral part of, this Agreement:

• Appendix A: Data Processing Agreement (DPA)
• Privacy Policy

11. Definitions

11.1 “Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation Subscriber's donor, member, volunteer, and constituent data (including names, contact information, giving history, and any personally identifiable information), Subscriber's business and financial information, and StratusLIVE's Service, Documentation, pricing, and non-public product roadmap information. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party, (b) was rightfully known to the receiving party prior to disclosure, (c) is rightfully obtained by the receiving party from a third party without restriction, or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

11.2 “PII” or “Personally Identifiable Information” means any information that identifies, relates to, describes, or could reasonably be linked, directly or indirectly, with a particular individual, including without limitation names, addresses, email addresses, phone numbers, payment information, and donor giving history. PII is a subset of Personal Data as that term is defined in the Data Processing Agreement (Appendix A) and the Data Privacy Policy.

11.3 “Public AI Models” means third-party, publicly available artificial intelligence models or large language models (“LLMs”) that are not owned or exclusively operated by StratusLIVE, as further described in Section 3.2.