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ANTHROPIC SERVICES ADDENDUM

This addendum (the “Addendum“) to the ProfiSea Terms of Service (the “Terms”) is entered into between ProfiSea Ltd. (“ProfiSea”) and the customer identified in the relevant Quotation that references the Terms, or that has otherwise accepted these Terms (the “Customer”). This Addendum forms an integral part of, and is incorporated into, the Terms and is effective as of the earlier of the date on which the Customer accepted the Terms that reference this Addendum, or accepted this Addendum in any other manner, including by entering into a Quotation that references this Addendum. ProfiSea and the Customer are each a “Party” and together the “Parties.”

RECITALS

WHEREAS, the Parties have entered into a quotation (the “Quotation“) under which, among other things, ProfiSea resells certain AWS cloud services to Customer, and the Quotation references the Terms; and

WHEREAS, ProfiSea is authorized to resell the Claude AI models provided by Anthropic, PBC (“Anthropic“), and Customer requests that ProfiSea resell the Claude Services under the Quotation for Customer’s access and use through its AWS account (the “Claude Services“), it being understood that Customer’s use of the Claude Services is subject to Customer’s acceptance of, and compliance with, the Anthropic Commercial Terms of Service and related policies.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

  1. Compliance with Anthropic Terms of Service. Customer acknowledges and agrees that its use of the Claude Services is subject to and governed by Anthropic’s Commercial Terms of Service, currently available at https://www.anthropic.com/legal/commercial-terms (the “Anthropic Terms of Service”), as amended from time to time, and which are incorporated herein by reference. Customer hereby assents to and agrees to be bound by the Anthropic Terms of Service and to comply with all obligations set forth therein, including, without limitation, the Anthropic Usage Policy and the Anthropic supported regions policy. Customer further acknowledges that Anthropic has the right to enforce the Anthropic Terms of Service directly against Customer. Anthropic may update the Anthropic Terms of Service from time to time. Customer’s continued use of the Claude Services following notice of changes to the Anthropic Terms of Service constitutes acceptance of the updated terms. If Customer does not agree to any updated terms, Customer must immediately cease using the Claude Services.
  2. Information Sharing and Cooperation. As a precondition to accessing and using the Claude Services, Customer agrees to provide ProfiSea with all information and documentation reasonably requested by ProfiSea and/or required by Anthropic from time to time, including, inter alia, which models the Customer will use and a description of the Customer’s proposed use cases, and to cooperate fully with ProfiSea and Anthropic in connection with any inquiries related to Customer’s use of the Claude Services. Customer shall provide such information within the timeframe specified by ProfiSea, and in any event no later than 48 hours from the use of the Claude Services. Failure to provide required information or to cooperate may result in inability to resell the Claude Services, or immediate suspension or termination of Customer’s access to the Claude Services.
  3. Reporting of Violations. Customer shall immediately notify ProfiSea in writing if Customer becomes aware of any unauthorized use of the Claude Services and/or any violation of the Anthropic Terms of Service by any of its employees, contractors, and/or agents. Customer agrees to cooperate with ProfiSea and Anthropic in investigating and remedying any such violations.
  4. Pricing. Pricing for the Claude Services will be as set forth in the applicable price list and rate(s) made available to Customer through Customer’s AWS account (as such price list and rate(s) may be updated from time to time by AWS and/or Anthropic). ProfiSea will invoice Customer for Claude Services usage based on the usage measurements, metering, and pricing reported by AWS and/or Anthropic (as applicable). Customer will pay all amounts in accordance with the payment terms set forth in the Quotation and the Terms, which are incorporated herein by reference and apply to all charges for Claude Services. ProfiSea may suspend access to Claude Services in accordance with the Terms and this Addendum for non-payment of amounts when due.
  5. Suspension and Termination. In addition to any other termination rights under the Terms (which apply to the Claude Services), ProfiSea may immediately suspend or terminate Customer’s access to the Claude Services, upon notice and without liability, if Customer breaches this Addendum or the Anthropic Terms of Service, or if Anthropic requests or requires suspension or termination. If ProfiSea’s right to resell the Claude Services expires or is terminated for any reason, this Addendum and ProfiSea’s obligation to provide the Claude Services will automatically terminate immediately, without liability to Customer.
  6. Disclaimers. Customer acknowledges and agrees that ProfiSea acts solely in the capacity of a reseller and that technical support for Claude Services is provided by Anthropic. ProfiSea shall use commercially reasonable efforts to assist Customer with support requests, but may, as necessary, redirect such requests to Anthropic’s support team. Customer acknowledges and agrees that the Claude Services are provided by Anthropic and that ProfiSea acts solely as a reseller, and ProfiSea hereby disclaims all representations and warranties, whether express, implied, statutory, or otherwise, with respect to the Claude Services. For the avoidance of doubt, the Claude Services constitute Resold Cloud Services (as defined in the Terms), Anthropic is a Released Third Party (as defined in the Agreement), and the Terms shall apply accordingly, including, without limitation, the limitation of liability and other disclaimers, to the Claude Services.
  7. Service Restrictions. Customer will not (and will not permit any other third party to): (a) provide access to, distribute, sell or sublicense the Services, except as expressly authorized in this Addendum; or (b) use the Services in violation of or beyond the rights granted in this Addendum or the Terms of Service.
  8. Miscellaneous. This Addendum is incorporated into and forms part of the Terms. In the event of any conflict between this Addendum and the Terms, this Addendum will control solely with respect to the subject matter hereof. Except as expressly modified by this Addendum, the Terms remain unchanged and in full force and effect. This Addendum may be executed and accepted electronically (including by click-through acceptance), each of which will be deemed an original.

BY ACCEPTING THE TERMS, EXECUTING A QUOTATION THAT REFERENCES THE TERMS AND/OR THIS ADDENDUM, CLICKING AN ACCEPTANCE BUTTON OR CHECKING A CHECKBOX REFERENCING THIS ADDENDUM, OR OTHERWISE ACCESSING OR USING THE CLAUDE SERVICES, CUSTOMER REPRESENTS THAT IT HAS READ AND UNDERSTOOD THIS ADDENDUM AND THE ANTHROPIC TERMS OF SERVICE AND AGREES TO BE BOUND BY ALL OF THEIR TERMS AND CONDITIONS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS ADDENDUM, CUSTOMER MUST NOT ACCESS OR USE THE CLAUDE SERVICES.

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