ARTICUL8 AI, INC.

1.1 "Affiliate"

means an entity that directly or indirectly Controls, or is directly or indirectly Controlled by, or is under common Control with, either Articul8 or CUSTOMER. In this definition, "Control" means directly or indirectly owning or having voting control over at least fifty percent (50%) of the outstanding securities entitled to vote for the election of directors or similar managing authority of an entity.

1.2 "Agreement"

means these Articul8 AI General Terms and Conditions, the EULA Terms incorporated by them, the Purchase Details accepted by CUSTOMER, and any SOW required for a Specific Add-On. Purchase Details are the accepted electronic record of the applicable Product, prices, billing method and other purchase particulars disclosed in accordance with Section 2; they do not constitute a separate agreement or alter these legal terms. CUSTOMER may use the Software Platform or Decision Model under this Agreement without executing another agreement. An SOW is part of this Agreement, not a separate agreement, unless the parties expressly agree otherwise in a writing signed by both parties.

1.3 "Articul8 AI GenAI Platform"

means a vertically integrated full-stack software platform that enables a unified enterprise software platform and application API layer, other than those aspects that are Open Source Code.

1.4 "Articul8 AI Product"

means the Software Platform, the Decision Model, a Specific Add-On described in an applicable SOW, or another Articul8 AI product expressly offered under this Agreement with its scope and price disclosed before paid use. The terms of this Agreement apply to each such product on the same basis. References to the Articul8 AI GenAI Platform in provisions governing use, restrictions, data, confidentiality, warranties, indemnities, liability, or termination apply to each Articul8 AI Product to the extent the provision is relevant to that product; a provision expressly confined to the Software Platform applies only to it.

1.5 "Background IP Rights"

means all Intellectual Property Rights, trademarks, trade names, service marks, trade dress, and other forms of corporate or product identification owned, controlled, obtained, or licensed by a party at any time prior to the Term or arising from Technology created independently of this Agreement.

1.6 "Background Technology"

means Technology that is disclosed by one party to the other party during the Term, in the form as disclosed. Background IP Rights are included in a party's Background Technology.

1.7 "Base Model(s)"

means any software program that has been pre-trained on a specific set of data to find patterns, make predictions and/or perform specific tasks and is provided as part of the Articul8 AI GenAI Platform. Base Models are not trained using Customer Content.

1.8 "Claim"

means any legal proceeding brought by any third party.

1.9 "Confidential Information"

means any and all business and technical information of Discloser, or of a third party as to whom Discloser has an obligation of confidentiality, disclosed after the Effective Date and whether disclosed in writing, orally, by electronic delivery, by inspection of tangible objects or otherwise.

Confidential Information includes, without limitation, trade secrets, ideas, processes, formulae, computer software (including source code), algorithms, data, protocols, know-how, copyrightable material, improvements, inventions (whether or not patentable), techniques, strategies, business plans, product development plans, timetables, forecasts, customer and supplier lists, and information relating to product and/or service designs, specifications and schematics, product and/or service costs, product and/or service prices, product and/or service names, financial information, employee information, marketing plans, business opportunities, research activities and results, development activities and results, and know-how.

1.10 "Customer Content"

means any software, application, video, image, information (excluding account information), data, Technology or other collateral that CUSTOMER uploads to, or develops or has developed on using an Articul8 AI Product. For clarity, Customer Content does not include any Articul8 AI Product, Materials, or any information related to or derivative works thereof.

1.11 "Copyright Rights"

means all copyrights, copyright applications, copyright registrations, or any analogous or related right arising under statutory or common law, anywhere in the world, including any rights from laws implementing the European Database Directive 96/9/EC.

1.12 "Customer Fine-Tuned Model(s)"

means any Base Models that have been tuned by or on behalf of CUSTOMER or its Affiliates including, without limitation, by your third-party contractors, on data owned or licensed by CUSTOMER or its Affiliates.

1.13 "Days"

means, for a notice or period specified in Days, calendar days unless a provision expressly refers to business days. A deadline falling on a Saturday, Sunday or public holiday at the recipient’s notice address under Section 9 extends to the next business day at that address.

1.14 "Deliverable"

means the Articul8 AI Product and any associated Services, if any, that are (A) identified and described in accepted Purchase Details or an applicable SOW as a deliverable for CUSTOMER; and (B) physically or electronically delivered from or provided by Articul8 AI to CUSTOMER.

1.15 "Derivative" or "Derivative Work"

means derivative works as defined in 17 U.S.C § 101 et seq.

1.16 "Discloser"

means a Party in its capacity as a provider of Confidential Information to the other Party.

1.17 "Feedback"

means information, comments, modifications, improvements, corrections, suggestions, enhancement, or other input regarding the Articul8 AI GenAI Platform or any information related thereto.

1.18 "Force Majeure Event"

means an event beyond a party's reasonable control including:

(A) an act of god (whether or not caused by human action), such as earthquake, fire, flood, hurricane, pandemic, and other natural disasters;

(B) an act of a government agency or civil or military authority, or civil disturbance;

(C) a malicious act or damage, such as sabotage, terrorism, vandalism, or cyberattacks;

(D) a protracted failure of an air, gas, water, or electrical or other energy source, or of a broadband, radio, or television broadcast, cellular, internet, satellite, telephone, or other communication system;

(E) production or supply-chain disruption; or

(F) other events of like nature.

1.19 "Including"

whether or not initially capitalized, means including but not limited to.

1.20 "Indemnitees"

means each party, its Affiliates, and its respective officers, directors, employees, contractors, successors and assigns.

1.21 "Infrastructure and Other Requirements"

are any minimum compute, storage, network, software or other Technology requirements applicable to an Articul8 AI Product, as disclosed before use in the applicable Purchase Details, the SOW for a Specific Add-On, or the Documentation made available before use.

1.22 "Input(s)"

means any data that the Base Model processes; whether it may be used for training is governed by this Agreement, including EULA Section 2.14 for Decision Model Inputs.

1.23 "Intellectual Property Rights" or "IP Rights" or "IPR"

means all intellectual property rights, including Copyright Rights, Patent Rights, Trade Secret Rights, and mask work rights but excluding trademark rights, including trademarks, trade names, service marks, trade dress, or other forms of corporate or product identification.

1.24 "Losses"

means all actual claims, actions, liabilities, losses, damages, costs, fines, penalties, assessments, fees and expenses incurred by CUSTOMER Indemnitee arising out or in connection with this Agreement.

1.25 "Materials"

means the documentation, specification(s), software identifying information, product serial number, or other collateral, including updates and upgrades, associated with the Articul8 AI GenAI Platform. Materials do not include any third-party software, which may be subject to its own license terms and conditions.

1.26 "Model"

means a generative artificial intelligence model trained on a specific set of training data to find patterns, make predictions and/or perform specific tasks.

1.27 "Open Source Code"

means any software code that is distributed as "free software" (as defined by the Free Software Foundation) or "open source software" (as defined by the Open Source Initiative) or is otherwise distributed publicly in source code form under terms that permit modification and redistribution of such software.

Open Source Code includes software code that is licensed under the GNU General Public License, GNU Lesser General Public License, GNU Affero General Public License, Mozilla Public License, Common Public License, Apache License, BSD License, MIT License, Artistic License, or Sun Community Source License.

1.28 "Output(s)"

means a response to an Input generated by an Articul8 AI Product used under this Agreement.

1.29 "Patent Rights"

shall mean issued patents or pending patent applications and any utility patent, design patent, provisional application, certificate or utility model, whether domestic or foreign, and all divisions, continuations, continuations-in-part, reissues, reexaminations, renewals or extensions thereof, and any letters patent that issue thereon.

1.30 "Personal Data"

means that term or its equivalent is defined under applicable data-protection and privacy laws or regulations.

1.31 "Personnel"

means a party and its Affiliates' employees, agents, contractors, and subcontractors who perform work under this Agreement.

1.32 "Product"

means a physical article of manufacture, platform, system, software, or service that is licensed, sold, or distributed (directly or indirectly) by a party under its trademarks or trade name.

1.33 "Recipient"

means a Party in its capacity as a recipient of Confidential Information from the other Party.

1.34 "SOW"

means a statement of work describing a Specific Add-On, its scope, any applicable implementation requirements and any additional charges. An SOW is part of this Agreement; it does not create a separate contract. Any different legal terms in an SOW are effective only if the SOW expressly identifies the provisions amended and is signed by authorized representatives of both parties.

1.35 "SOW Term"

means the period during which a specific SOW is in effect, as specified in such SOW.

1.36 "Technology"

means all information (including ideas, plans, know-how, data, algorithms, models, discoveries, inventions, processes, and methods); tangible embodiments (including hardware, devices, machinery, equipment, tools, apparatus, prototypes, samples, and compositions), and works of authorship (including documents, specifications, reports, presentations, software, firmware, code, libraries, databases, compilations, designs, schematics, and photographs), in any format on any media.

1.37 "Term"

has the meaning given to it in Section 7.1.

1.38 "Territory"

means each location in which Articul8 makes the relevant Articul8 AI Product available to CUSTOMER for use, subject to applicable law and any express restriction in accepted Purchase Details or a Specific Add-On SOW. Availability in any location remains subject to applicable trade laws and other legal requirements.

1.39 "Trade Secret Rights"

means all trade secret rights or any analogous right, arising under statutory or common law, anywhere in the world.

1.40 "CUSTOMER" means the individual or legal entity that affirmatively accepts this Agreement through an Articul8 signup or purchase flow or an authorized signature. A person accepting on behalf of an entity represents that the person has authority to bind that entity. An employee or contractor authorized to use a product on behalf of an entity is not individually responsible for the entity’s fees, indemnities, or other contractual liabilities solely by using the product. "Consumer" means an individual CUSTOMER acting primarily for personal, family, or household purposes; protections for persons treated as consumers under applicable law apply whether or not they meet this definition.

2.1 Scope of Work. Articul8 AI will make the Software Platform and Decision Model available for CUSTOMER to use as offered under this Agreement, subject to the applicable scope, technical conditions and accepted Purchase Details. CUSTOMER may use both when signing up and may start using use both under the same Agreement, subject to the applicable price and any payment required before paid use. No additional agreement or separate product activation is required for either of these two products. A Specific Add-On requires an applicable SOW before use. Each party will perform its obligations under this Agreement.

2.2 Payment Terms. CUSTOMER may purchase Products under token pricing, fixed base pricing, or a disclosed combination, as set out in the Purchase Details affirmatively accepted before payment or paid use. Pricing and other purchase particulars for a fixed base arrangement, including the Products and scope included, amount, billing period, any usage limits or overages, term and renewal, must be presented for CUSTOMER’s approval together with this Agreement at initial signup or before a later change. Articul8 will state those accepted particulars on the corresponding invoice. An invoice does not introduce new legal terms or unaccepted charges. Token pricing is governed by Sections 2.3 through 2.5. CUSTOMER must expressly approve any additional purchase or charge before it is imposed, except for usage charges within rates and limits it has already accepted.

2.3 Token Pricing. If CUSTOMER elects token pricing, each purchase provides one token balance usable for the Software Platform and Decision Model, and for any Specific Add-On to the extent permitted by its SOW, at the distinct rate disclosed for each Product before purchase or use. The account will display usage by Product and the remaining token balance. A token rate applicable to tokens already purchased will not increase without CUSTOMER’s affirmative agreement. Before CUSTOMER pays, Articul8 will disclose the number of tokens purchased, their price, the payment method or invoice arrangement, expiration, any quotas and spending limits, and available refund or credit terms. There is no automatic token purchase or recharge unless separately disclosed and affirmatively accepted. If CUSTOMER chooses fixed base pricing without a token component, token balance, consumption and expiry provisions do not apply.

2.4 Metering and Charges. For token pricing, before a purchase or a new billable use, Articul8 will disclose the billable unit for each Product, the tokenizer or other method used to calculate consumption, any minimum billable tokens per call, charges for images or Outputs, and rounding rules. A request producing no substantive response because of an infrastructure error, timeout or rejection is not billable unless that possibility was expressly disclosed and accepted before purchase. A customer-initiated retry that produces a substantive response is separately billable at the applicable disclosed rate; Articul8 will not charge for a separately undisclosed automatic retry. Articul8 AI data-storage charges, if any, apply only to storage purchased and used at a rate disclosed before use. No such storage charge applies to federated or zero-data-movement deployments, on-premises deployments, or data deleted within 30 days. This does not change the Decision Model content-retention commitment.

2.5 Purchases, Trials and Cancellation. Before CUSTOMER commits to a charge, Articul8 will present the Product and its material features, the total price or method of calculating it, billing intervals, any minimum commitment, token expiry or usage limits, support commitments (if any), any trial and its conversion, refund and credit terms, and any recurring payment, renewal or recharge. Each additional charge beyond rates and limits already accepted requires affirmative approval. An individual CUSTOMER must be at least 18. No trial converts to paid access and no recurring charge, renewal or automatic recharge applies unless separately disclosed and affirmatively accepted. CUSTOMER may discontinue use through its account and may cancel a recurring arrangement by the method offered in the account or by notifying Articul8 under Section 9, without losing any non-waivable refund or unused-balance rights. Articul8 will provide a purchase confirmation and a durable or saveable copy of the accepted Agreement and Purchase Details. CUSTOMER’s acceptance and material pricing choices will be recorded. Articul8 will disclose and obtain any additional consent required by law before supplying a digital Product during a statutory withdrawal period.

3.1 Ownership of Background IP Rights. Each party retains ownership of its Background Technology and Background IP Rights. Neither party assigns nor transfers any ownership interest in its Background Technology or Background IP Rights under this Agreement.

3.2 Ownership and License of Articul8 AI GenAI Platform. Subject to Section 3.1, as between Articul8 AI and CUSTOMER, all IP rights in the Articul8 AI GenAI Platform shall vest in Articul8 AI, other than those portions of the Articul8 AI GenAI Platform that are based upon Open Source Code.

Subject to the terms of this Agreement and any applicable Infrastructure and Other Requirements, Articul8 AI grants CUSTOMER, during the Term and in the applicable Territory, a non-exclusive, non-transferable, non-sublicensable right to access and use each Articul8 AI Product made available for its use under Section 2, through the interfaces and applications made available for it, for CUSTOMER’s own purposes. CUSTOMER may permit its Authorized Users to exercise this right on CUSTOMER’s behalf. This grant covers the Software Platform, the Decision Model, and any Specific Add-On identified in an SOW, and applies to other Articul8 AI Products made available under this Agreement. CUSTOMER may use documented APIs and integrations made available for the relevant Product; no right to redistribute Articul8 AI software or model weights is granted. Any downloadable application is licensed only to the extent required to access the relevant Product and only for the Term.

3.3 Core License Back. CUSTOMER agrees to license back to Articul8 AI improvements made by the CUSTOMER to the Articul8 AI GenAI Platform for the sole purpose of Articul8 AI improving its Articul8 AI GenAI Platform except to the extent any such improvements include any Customer Content or any specifics used to create the Fine Tuned Model for Customer.

The parties acknowledge that nothing in this Section is intended to create a license to a party's Background IP Rights for use in the development of a generally available commercial product.

3.4 Feedback. Articul8 AI is free to reproduce, use, distribute, or otherwise freely exploit and dispose of any Feedback that CUSTOMER provides to Articul8 AI, without any further obligation to CUSTOMER including any duty of notice or further remuneration. The parties acknowledge that nothing in this Section is intended to create a license to a party's Background IP Rights for use in the development of a generally available commercial product.

3.5 Additional Licenses. Other licenses may be agreed in a writing signed by both parties. CUSTOMER’s use of another Articul8 AI Product under Section 2 is an exercise of the rights stated in Section 3.2 and does not require an additional license or amendment.

3.6 Subcontractors. Each party may permit its subcontractors and authorized agents (provided they are bound by equivalent confidentiality obligations and have obtained any necessary licenses) to do work on its behalf. Each party will remain responsible for all acts and omissions of its subcontractors as if they were its own.

3.7 Warranty. Each party represents and warrants that its Personnel have assigned, and are obligated to assign, all the Personnel's rights, title, and interest in all IP Rights to the entity that employs the Personnel.

3.8 Disclaimer of 35 U.S.C. §102(c). Each party agrees not to disclose, in a manner that has the effect of invoking the benefit of 35 U.S.C. §102(c), the name of the other party in any patent application for an invention arising under this Agreement.

3.9 No Other Licenses or Rights. Except as expressly granted in this Agreement, neither party grants to the other any rights or license, by implication, estoppel or otherwise, to any intellectual property rights, technology or assets it owns, is licensed to, or controls at any time.

3.10 Affiliate Rights. Notwithstanding any language to the contrary, any licenses granted by a party to a party's Affiliate in this Agreement will terminate immediately without notice on the day that the Affiliate no longer meets the definition of "Affiliate" under this Agreement. Licenses granted by that Affiliate under this Agreement, before it ceases to be an Affiliate, will remain in force.

3.11 No Preclusion. Neither party is precluded from developing for itself, or for others, anything, whether in tangible or non-tangible form, that is competitive with, or similar to, any of the Deliverables, provided that neither party may use any Confidential Information of the other party for which it does not have a license to use for such purposes.

The parties agree that receipt of Confidential Information under this Agreement will not create any obligation that in any way limits or restricts the assignment and/or reassignment of the receiving party's employees within their organizations.

3.12 Residuals. Each party acknowledges that the other party may now have, or in the future may develop or receive, information that is the same as, or similar to, the disclosing party's Confidential Information without having breached this Agreement.

Nothing in this Agreement (a) prevents the receiving party from using, for any purpose and without compensating the disclosing party, information retained in the unaided memory of the receiving party's Personnel who have had access to Confidential Information or (b) obligates the receiving party to restrict the scope of employment of the receiving party's Personnel; provided, however, that this section does not create a license under any Intellectual Property Rights of the disclosing party.

3.13 Additional License Terms.

3.13.1 Ownership. As between CUSTOMER and Articul8 AI, all right, title, and interest in and to the Articul8 AI GenAI Platform, Materials, and associated information that Articul8 AI may provide to CUSTOMER under this Agreement, including all intellectual property rights therein, are and will remain the exclusive property of Articul8 AI and its licensors or suppliers.

For avoidance of doubt, Articul8 AI owns all right, title and interest to all Intellectual Property Rights) in the Articul8 AI GenAI Platform, and any Base Models, including any developments and improvements to any Base Model or to any Articul8 AI product that occur during the course of the Agreement, whereas CUSTOMER will own all right, title and interest to any Customer Fine Tuned Model built using Customer Content that is provided to CUSTOMER.

3.13.2 All right, title, and interest in and to any of CUSTOMER'S or CUSTOMER'S Affiliates' Confidential Information are and will remain the exclusive property of CUSTOMER or CUSTOMER'S Affiliates.

3.13.3 With the exception of any Inputs, Outputs, Customer Content, and Customer Fine-Tuned Models, Articul8 AI is the sole and exclusive owner of any and all right, title, and interest in and to any other work product, materials, discoveries, inventions, designs, and any other information, including the intellectual property rights therein, made by Articul8 AI that result from or arise under any professional, advisory or other services or support that Articul8 AI may provide to CUSTOMER during the Term.

All CUSTOMER provided Inputs, Outputs, Content and Customer Fine-Tuned Models shall be owned exclusively by CUSTOMER without restriction or obligation.

3.13.4 Any Customer Fine-Tuned Models or models prompt engineered using CUSTOMER'S or CUSTOMER'S Affiliates' information or data, Inputs, and other materials, can only be used by Articul8 AI internally, for the sole benefit and support of CUSTOMER, and only during the term of the Agreement.

For the avoidance of doubt, under no circumstances may Articul8 AI fine-tune, improve or develop its own or third party's software, products or services or AI technologies, whether now existing or in the future, using any of the foregoing items in this paragraph.

3.13.5 License Restrictions.

3.13.5.1 License Limitations.

Unless expressly permitted and excluding in connection with any Customer Fine-Tuned Models, Input, or Output, CUSTOMER will not, and will not allow any third party to, directly or indirectly: (i) copy, distribute, modify, incorporate or use in any other works, translate, transfer, sell, sublicense, reverse engineer (except to the extent applicable law prohibits this restriction), decompile, disassemble, revise or enhance any Articul8 AI Product or Materials or attempt to discover or derive their Source Code or model weights, or create Derivative Works based on them; (ii) disclose, distribute, sell, sublicense, rent, lease or provide any Articul8 AI Product or Materials as a stand-alone service to third parties except through a documented API or integration expressly made available for that product; (iii) publish benchmark or comparison test results concerning an Articul8 AI Product without Articul8 AI’s prior written consent; (iv) work around technical limitations or security controls; or (v) remove or modify proprietary or confidentiality notices.

3.13.5.2 No Unlawful or Prohibited Use. CUSTOMER agrees to not use the Articul8 AI GenAI Platform to upload any Content for any purpose that is unlawful or prohibited by these terms or the law.

CUSTOMER may not upload or post to the Articul8 AI GenAI Platform any Content that: (i) is unlawful, harmful, threatening, abusive, harassing, torturous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) CUSTOMER do not have a right to make available under any law or contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (iii) infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any other party; (iv) enables any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (v) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications, reports and recommendations; or (vi) is directly related to military, defense, aerospace, nuclear, biological or chemical weapon end uses or in support of law enforcement, national security, military, or foreign policy objectives.

3.13.5.3 Additional Limitations.

CUSTOMER may not use the Articul8 AI GenAI Platform to: (i) "stalk" or otherwise harass or harm another; (ii) impersonate any person or entity, including, but not limited to, an Articul8 AI official, forum leader, guide or host, or falsely state or otherwise misrepresent CUSTOMER'S affiliation with a person or entity or collect or store Personal Data about other users in connection with the prohibited conduct and activities; (iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Articul8 AI GenAI Platform; (iv) use the Articul8 AI GenAI Platform in any manner that could damage, disable, overburden, or impair the Articul8 AI GenAI Platform, or interfere with any other party's use and enjoyment of the Articul8 AI GenAI Platform; (v) attempt to gain unauthorized access to the Articul8 AI GenAI Platform, other accounts, or other computer systems or networks connected to the Articul8 AI GenAI Platform through hacking, password mining or any other means or obtain or attempt to obtain any materials or information through any means not intentionally made available by Articul8 AI; (vii) violate any applicable local, state, national or international law, including, but not limited to, laws and regulations of the United States and other countries governing the export, import, transfer, distribution, use, or access of the Articul8 AI GenAI Platform; and/or (viii) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act.

3.13.6 Open Source Software. Articul8 AI GenAI Platform may include Open Source Code licensed pursuant to Open Source Code license agreement(s) identified with or within the applicable Source Code file(s) and/or file header(s) provided with the Articul8 AI GenAI Platform or otherwise disclosed in the associated Materials.

CUSTOMER shall not subject any proprietary portion of the Articul8 AI GenAI Platform to any Open Source Code license obligations including, without limitation, combining or distributing the Articul8 AI GenAI Platform with Open Source Code in a manner that subjects Articul8 AI, the Articul8 AI GenAI Platform, or any portion thereof to any Open Source Code license obligation.

Nothing in this Agreement limits any rights under, or grants any rights superseding, the terms of any Open Source Code license applicable to the Articul8 AI GenAI Platform. CUSTOMER'S right to use such Open Source Code is governed by the terms of the open source license agreement(s) and not under the Agreement.

3.13.7 Third-Party Software. Use of certain third-party software that is not Open Source Code provided on the Platform or with(in) the Articul8 AI GenAI Platform may require that CUSTOMER: (a) secure a license directly from the software owner, (b) combine the software with components purchased from such third-party, or (c) adhere to further license limitations by the software owner. A listing of any such third-party limitations is in one or more text files accompanying the Articul8 AI GenAI Platforms.

CUSTOMER acknowledges that it is CUSTOMER'S responsibility to obtain necessary licenses from such third-party(ies) directly.

3.13.8 Trademarks. Nothing in this Agreement provides CUSTOMER with any license, express or implied, to use Articul8 AI's trademarks or similar rights. CUSTOMER may not use Articul8 AI's name or logo in any publications, advertisements, or other announcements without Articul8 AI's prior written consent.

3.13.9 No other Licenses, Express, Implied, or Statutorily Recognized. The consideration provided by CUSTOMER to Articul8 AI is made solely in exchange for the license and/or permission expressly granted to CUSTOMER by Articul8 AI under the Agreement.

Any other rights not expressly granted herein including, but not limited to, patent rights, are expressly excluded from the scope of the limited license grant and will require an additional license and additional consideration, each defined and offered in Articul8 AI's sole discretion. Nothing in this Agreement requires or will be treated to require Articul8 AI to grant any additional license.

CUSTOMER acknowledge that an essential basis of the bargain in this Agreement is that Articul8 AI grants CUSTOMER no licenses or rights including, but not limited to, patent, copyright, trade secret, trademark, trade name, service mark or other intellectual property licenses or rights with respect to the Articul8 AI GenAI Platform by implication, estoppel or otherwise, except for the licenses expressly granted.

CUSTOMER acknowledge there are significant uses of the Articul8 AI GenAI Platform, Materials, and associated information in their original, unmodified, and uncombined form.

The consideration for the licenses or permissions in this Agreement reflects Articul8 AI's continuing right to assert patent claims against any modifications or Derivative Works (including, without limitation, error corrections and bug fixes) of, or combinations with, the Articul8 AI GenAI Platform, Materials, or associated information that CUSTOMER, CUSTOMER'S affiliates, or third-parties may make that infringe any Articul8 AI patent claim.

3.14 CUSTOMER'S Content: Ownership and Responsibilities.

3.14.1 Content Ownership. As between CUSTOMER and Articul8 AI, all right and interest in and to CUSTOMER'S Content, including all intellectual property rights therein, are and will remain the exclusive property of CUSTOMER and CUSTOMER'S licensors or suppliers.

3.14.2 CUSTOMER'S Representation & Warranty of Content. CUSTOMER represent and warrant that CUSTOMER are solely responsible for all Content and activity in CUSTOMER'S account associated with the Articul8 AI GenAI Platform (to the extent Articul8 AI has complied with all of its obligations under the Agreement); and, as relevant, (ii) ensuring CUSTOMER have the right to use, transmit, and store Content on the Platform or in association with the Articul8 AI GenAI Platform.

CUSTOMER acknowledge and agree CUSTOMER will indemnify, hold harmless, and, in Articul8 AI's sole discretion defend, Articul8 AI and its suppliers from and against any claims or lawsuits, including attorney's fees, to the extent solely and directly resulting from the access, use, or storage of Content with(in) the Platform or the Articul8 AI GenAI Platform in violation of this Agreement provided Articul8 AI has not violated any terms of this Agreement or has otherwise committed negligence, fraud or willful misconduct.

4.1 Confidential Information.

(a) Maintenance of Confidentiality and Limitations on Use. Recipient will hold in strict confidence and keep confidential all Confidential Information disclosed to it by Discloser. Recipient will use at least the same degree of care to avoid publication, disclosure or dissemination of such Confidential Information as it uses with respect to similarly confidential information of its own, but in no event less than reasonable care.

Recipient may use Confidential Information as reasonably necessary to evaluate, enter into, perform, or exercise its rights under this Agreement and may disclose it on a need-to-know basis to its personnel and advisers who are bound by substantially similar confidentiality obligations.

Recipient will disclose such Confidential Information on a need-to-know basis, only, and in all events only to such employees, independent contractors and advisers who are informed of the confidential nature of the Confidential Information and are bound by obligations substantially similar to those set forth herein applicable to such Confidential Information.

(b) Copying and Return of Confidential Information. Recipient shall only use Confidential Information of Discloser as reasonably required to perform under this Agreement.

Upon termination of this Agreement Recipient shall promptly cease using and shall return or destroy (and, if requested by Discloser, certify destruction of) all such Confidential Information along with all tangible and electronic copies which it may have made, and obligations of Recipient set forth herein regarding use and disclosure of Confidential Information of Discloser will be perpetual.

(c) Certain Exceptions. Information will not be, or will cease being, Confidential Information, as the case may be, as follows:

(i) from and after the date that such information enters the public domain other than by breach of this Agreement on the part of Recipient;

(ii) if it is rightfully known to Recipient without obligation of confidentiality to any third party prior to receipt of same from Discloser as evidenced by bona fide written, dated documents;

(iii) if it is developed by the Recipient without using any of the Confidential Information of Discloser; and

(iv) from and after the date that it is generally made available to third parties by Discloser without obligation of confidentiality.

(d) Legally Required Disclosure. Recipient shall not be in breach hereof if it discloses Confidential Information of Discloser pursuant to a judicial or governmental order, or as required by applicable law, but any such disclosure shall be made only to the extent so ordered or required.

In any such event, Recipient (i) shall timely notify Discloser so that it may intervene in response to such order or take action to protect its interests (in which event Recipient will cooperate in such effort), or (ii) if timely notice cannot be given, shall seek to obtain a protective order or confidential treatment from the court or government for such information.

4.2 Certain Intellectual Property Matters.

(a) Title. As between the Parties, title or right to possess Confidential Information of Discloser shall remain in Discloser.

(b) Decompilation. Recipient shall not reverse engineer, disassemble or decompile any prototypes, software or tangible objects that embody or reflect Confidential Information of Discloser.

(c) Other Proprietary Rights. Nothing in this Agreement shall be construed as granting or conferring any rights to any Confidential Information or copyrights, by license or otherwise, except as stated explicitly in this Agreement or any rights or licenses in or to any patents, trademarks or service marks, by license or otherwise.

4.3 No Representation or Warranty with Respect to Confidential Information. DISCLOSER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE WHATSOEVER WITH RESPECT TO ANY CONFIDENTIAL INFORMATION IT MAY PROVIDE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. ALL CONFIDENTIAL INFORMATION IS PROVIDED ON AN "AS-IS" BASIS AND RECIPIENT ASSUMES ALL RESPONSIBILITY FOR ITS USE THEREOF OR RELIANCE THEREON.

5.1 Each party will safeguard the physical integrity and condition of all equipment and facilities where it holds, stores or archives the other party's Confidential Information. Each party will conduct ongoing (annual or when changes occur) security assessments so that such party's security protocols are maintained in accordance with generally accepted industry practices.

5.2 Each Party agrees to only use, store, process, transfer, or transport the other party's Confidential Information in an encrypted or anonymized electronic format (including but not limited to unencrypted computers or laptops, data tapes, USB keys or drives, hard drives and similar devices) and will implement Full Disk encryption on all workstations and laptops.

5.3 Each party will educate and train its employees and contractors regarding proper use, handling and security of Confidential Information and its own data security program.

5.4 In the event of a breach of confidentiality arising out of the acts or omissions of a party's employee, agent or representative, that party will notify the other party without undue delay, and will promptly undertake industry-standard remediation efforts. Following the breach and the commencement of remediation efforts by a party, that party will provide reports to the other party of all remediation efforts as necessary.

6.1 Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY OR ENFORCEABILITY OF ANY IP RIGHTS. SECTION 6.1A PRESERVES ALL NON-WAIVABLE CONSUMER GUARANTEES AND REMEDIES.

6.1A Mandatory Consumer Rights. If CUSTOMER is a Consumer or is otherwise entitled to protection under applicable consumer law, nothing in this Agreement excludes or limits any right, guarantee, remedy or protection that the parties cannot exclude or limit by agreement. This includes applicable rights concerning the quality or performance of a Product, cancellation or withdrawal, refunds, and the courts in which CUSTOMER may bring a claim. Disclaimers, indemnities, liability limits, remedy restrictions and forum provisions apply only to the extent permitted by that law. Articul8 will provide information, obtain consents, and make available means of cancellation required by the law applicable to CUSTOMER’s purchase, and will honor any cancellation, withdrawal, refund or other remedy to which CUSTOMER is entitled under that law. This Section does not itself create a voluntary product warranty.

6.2 Indemnification.

6.2.1 Articul8 AI Indemnification

6.2.1.1 Non-IP Indemnification. Articul8 AI's Indemnification to CUSTOMER. Articul8 AI shall indemnify and hold CUSTOMER Indemnitees harmless from and against Claim against a CUSTOMER Indemnitee to the extent such Claim is based on, arises from, or relates to: Articul8 AI's gross negligence, fraud, or willful misconduct.

6.2.1.2 Exceptions. Articul8 AI's indemnity obligations of Section 6.2.1.1 will not apply to any Claim to the extent based on the breach of this Agreement, gross negligence, willful misconduct, fraud or violation of law by a CUSTOMER Indemnitee.

6.2.1.3 IP Indemnification.

Subject to CUSTOMER’s continued compliance with this Agreement, Articul8 AI will indemnify, defend, and hold harmless CUSTOMER Indemnitees against Losses arising from a third-party Claim that an Articul8 AI Product supplied to CUSTOMER under this Agreement, alone and not in combination with anything else, directly infringes or misappropriates that third party’s intellectual property rights; provided that CUSTOMER gives Articul8 AI prompt notice, control of the defense and settlement, and reasonable cooperation. This applies to each activated Articul8 AI Product, including the Software Platform, the Decision Model and a Specific Add-On, subject to the exclusions and limitation of liability in this Agreement.

Articul8 will not be responsible for any costs, expenses, or compromise incurred or made by CUSTOMER without Articul8 AI's prior written consent.

6.2.1.4 Exclusions to Articul8 AI's IP Indemnification. Notwithstanding anything else in the Agreement, the following listed Claims of Section 6.2.1.3 are excluded, but only to the extent there would not have been infringement or violation, but for one of the actions of the Company listed below:

(A) those asserted against the relevant Articul8 AI Product in combination with anything else;

(B) those asserted against Open Source Code elements included within or that may interoperate with the relevant Articul8 AI Product, regardless of whether Articul8 AI contributed to such Open Source Code element, or whether Articul8 AI specified or recommended the use of such Open Source Code with(in) the relevant Articul8 AI Product;

(C) those asserted against Articul8 AI software in combination with anything other than, or in addition to, an associated Articul8 AI service that is not supplied or authorized by Articul8 AI;

(D) those that arise from or as a result of CUSTOMER'S use of the relevant Articul8 AI Product in a manner that is not compliant with the terms and conditions of this Agreement; and

(E) those asserting CUSTOMER'S willful infringement.

6.2.1.5 Defense, Settlement and Remedies. At its option, Articul8 AI will solely control and conduct the defense and any settlement of indemnified claims. CUSTOMER may, at its sole cost and expense, retain it counsel and aid and support in the defense and settlement of claims.

Articul8 AI may, in its sole discretion and at its own expense: (i) procure for CUSTOMER the right to continue using the relevant Articul8 AI Product; (ii) replace the relevant Articul8 AI Product with a non-infringing alternative; (iii) modify the relevant Articul8 AI Product so that it becomes non-infringing; or (iv) credit CUSTOMER the fees received from CUSTOMER solely associated with the subject Articul8 AI Product, in each case (i-iv) subject to Articul8 AI's Limitation of Liability under the Agreement.

6.2.1.6 Personal Indemnity. The foregoing indemnities are personal to the CUSTOMER Indemnitees to whom indemnification is owed under the Agreement. Unless otherwise provided in this Agreement, the CUSTOMER Indemnitee may not assign, transfer, or pass-through this indemnity to its customers, successors, or assigns, whether through contract, arising under operation of law, or under any other theory.

6.2.1.7 Exclusive Remedy. The foregoing states Articul8 AI's entire obligation and the exclusive remedy for claims of patent or copyright infringement, or trade secret misappropriation, under the Agreement.

6.2.2 CUSTOMER Indemnity

6.2.2.1 CUSTOMER'S Indemnification to Articul8 AI. Subject to Section 6.1A and the exclusions below, CUSTOMER will indemnify and, at Articul8 AI's sole discretion defend, and hold harmless Articul8 AI from and against any third-party claim asserted against Articul8 AI to the extent resulting from CUSTOMER'S access to or use of an Articul8 AI Product that is not covered by the scope of Articul8 AI's indemnification to CUSTOMER and that is in violation or breach of this Agreement.

CUSTOMER agrees to pay all of Articul8 AI's losses, liabilities, and costs (including reasonable attorney's fees) arising from or as a result of any such claims provided that: (i) Articul8 AI provides CUSTOMER with prompt written notice of the claim, (ii) Articul8 AI provides its full and timely cooperation in the defense of the claim, and (iii) Articul8 AI does not commit to a settlement of the claim without CUSTOMER's prior written consent, not to be unreasonably withheld.

For a Consumer, this indemnity is limited to a third-party claim directly caused by the Consumer’s unlawful Input, content, or use in material breach of this Agreement, and does not apply to the extent the claim was caused by Articul8 AI’s conduct or a statutory consumer right prevents the indemnity. An Authorized User is not personally liable under this indemnity solely because of use for an organizational CUSTOMER.

6.2.2.2 Exclusions to CUSTOMER's Indemnification. Notwithstanding the foregoing, CUSTOMER will not have any obligation to indemnify or defend Articul8 AI from and against claims directly asserted against the Articul8 AI GenAI Platform solely in combination with Articul8 AI hardware or Articul8 AI software and not in combination with anything else.

6.3 Limitation of Liability. SUBJECT TO SECTION 6.1A, NEITHER PARTY OR ITS AFFILIATES WILL BE LIABLE FOR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING ANY DAMAGES FROM THE LOSS OF PROFITS, REVENUE, PRODUCTION, USE, OR DATA OTHER THAN PERSONAL DATA OR CONTENT, REGARDLESS OF WHETHER THOSE DAMAGES ARISE IN CONTRACT OR TORT OR WHETHER THE PARTIES ARE AWARE OF THE POSSIBILITY OF THOSE DAMAGES. THIS EXCLUSION DOES NOT APPLY TO THE EXTENT IT WOULD RESTRICT A RIGHT OR REMEDY THAT APPLICABLE LAW DOES NOT PERMIT THE PARTIES TO RESTRICT.

SUBJECT TO SECTION 6.1A, THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING USE OF ONE OR MORE ARTICUL8 AI PRODUCTS, REGARDLESS OF THE FORM OF CLAIM, WILL NOT EXCEED THE AMOUNTS PAID TO THE OTHER PARTY IN A 12-MONTH PERIOD UNDER THIS AGREEMENT OR $25,000, WHICHEVER IS GREATER. MULTIPLE CLAIMS OR USE OF ADDITIONAL PRODUCTS WILL NOT INCREASE THIS LIMITATION. THIS SECTION DOES NOT LIMIT LIABILITY OR REMEDIES WHERE AND TO THE EXTENT APPLICABLE LAW PROHIBITS THAT LIMITATION.

7.1 Term. This Agreement becomes binding on the date CUSTOMER affirmatively accepts it online or, if signed, on the date of the last signature (the "Effective Date"), and continues for the period stated in the accepted Purchase Details, if any, or until terminated under this Agreement. Starting or discontinuing use of another Articul8 AI Product does not begin a new agreement or reset its Term, unless the parties expressly agree otherwise in writing. A fixed base period, renewal or recurring charge applies only if disclosed and affirmatively accepted before purchase.

7.2 Termination for Material Breach. Either party may terminate this Agreement and the applicable SOW for an uncured material breach set forth in writing. A notice of material breach from one party must state the provisions that have been breached and the facts establishing a breach to the other party.

If thirty (30) days after notice delivery (or on a later date stated in the notice or as otherwise agreed to between the parties in writing) the breach has not been cured, the one party may terminate the applicable SOW and this Agreement to the extent that it relates to the applicable SOW reserving all right of recourse.

Sections 1, 3.1-3.2, 4, 6.1, 6.3, 10 and 11 and other terms which are by their nature intended to survive termination will survive termination of this Agreement.

Notices must be in writing and sent to Articul8 AI, attention Legal Department, 2445 Augustine Dr, Suite 401, Santa Clara, CA 95054, or legal@articul8.ai (or its updated notice address provided in the account), and to CUSTOMER at its most recent mailing or email address provided during signup or in its account, by email, personal delivery or tracked mail. Notices by email are effective when sent absent a delivery failure notice; notices by mail are effective upon receipt. CUSTOMER may also use any notice or cancellation channel provided in its account. Notices required by applicable law may be given by any method that law permits, and any mandatory language requirements apply.

10.1 These Articul8 AI General Terms and Conditions, the incorporated EULA Terms, the accepted Purchase Details, and any applicable SOW together contain the complete and exclusive agreement between the parties concerning their subject matter. If they conflict, these General Terms and Conditions control over the EULA Terms. Accepted Purchase Details govern only the pricing, billing method, Product scope, term and other commercial particulars expressly disclosed under Section 2; they do not modify these General Terms and Conditions or the EULA Terms. An SOW signed by both parties may modify a legal term only if it expressly identifies the provision amended. A separately signed enterprise Platform Agreement governing the same Product controls to the extent it expressly provides otherwise. These documents take precedence over CUSTOMER purchase orders or other customer documentation.

For clarity, these Articul8 AI General Terms and Conditions, the incorporated EULA Terms and any SOW that forms part of this Agreement have precedence over any purchase order or other documentation of CUSTOMER, subject to the express terms of a separately signed enterprise Platform Agreement.

10.1A Product Consistency. Except for Product scope, technical conditions, accepted rates and payment particulars, or a Specific Add-On SOW permitted by this Agreement, the same General Terms and Conditions and EULA Terms apply to all Articul8 AI Products used under this Agreement. Beginning to use an additional Product does not introduce different legal terms.

10.2 This Agreement and the applicable SOW, including its termination, has no effect on any separately signed non-disclosure agreements between the parties (including those referenced in this Agreement), which remain in full force and effect as separate agreements according to their terms.

10.3 The express provisions of this Agreement and the applicable SOW control over any course of performance, course of dealing, or usage of the trade inconsistent with any of the provisions of this Agreement and the applicable SOW.

11.1 Amendments. Except for a purchase, pricing choice or other election expressly contemplated in Section 2, no amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties or affirmatively accepted through a process that identifies the change and retains a record of acceptance, to the extent electronic acceptance is permitted by applicable law. Merely accessing an additional Product, an invoice, a posting, or continued use alone does not change the legal terms of this Agreement.

11.2 Anti-Reliance. Each party agrees that, in entering into this Agreement, (A) it has relied solely on the results of its own investigation of the facts and circumstances, its own business judgment, and the express terms and conditions in this Agreement, and (B) it has not relied on and is not entitled to rely on any oral or written understanding, condition, representation, warranty, or communication that is not expressly set forth in this Agreement.

11.3 Assignment. Neither Party may delegate, assign or transfer this Agreement, or any of its rights or obligations hereunder, in whole or in party, without the prior written agreement of the other Party and any attempt to do so will be null and void.

11.3.1 Permitted assignments. Consent is not required under Section 11.3 for Articul8 AI to assign or delegate all or any of its rights or obligations under this Agreement to its U.S.

Affiliate or to an acquirer of all or substantially all of its business or assets (including by direct or indirect change of ownership or control, by operation of law or in connection with a merger, spin-off, division, allocation of assets, creation or reorganization into series, consolidation, amalgamation or sale of substantially all the assets of a Party).

11.4 Force Majeure.

11.4.1 A party is not liable for its delay in performing, or its failure to perform, any obligations under this Agreement to the extent that the delay or failure to perform is caused by a Force Majeure Event.

11.4.2 A party seeking to excuse its delay in performing or failure to perform must give prompt written notice of the Force Majeure Event after it occurs and describe the circumstances causing, and the anticipated duration of, any actual or anticipated delay or failure to perform.

11.4.3 A party seeking to excuse its delay in performing or failure to perform must use commercially reasonable efforts to minimize the effects and duration of its nonperformance.

11.4.4 The rights and remedies in Sections above are in addition to any other rights and remedies provided by law or in equity, including the doctrines of impossibility of performance or frustration of purpose.

11.4.5 A Force Majeure Event that is continuous, but changes in severity or impact, may constitute more than one Force Majeure Event. For example, Covid-19-related issues can be fluid and newly imposed restrictions or warnings, or travel inaccessibility, may cause a new Force Majeure Event to occur.

11.5 Governing Law. California and United States law governs this Agreement and any dispute arising out of or relating to it without regard to conflict of laws principles. This choice does not deprive a Consumer or another legally protected customer of the mandatory protections of the law of the place of that customer’s habitual residence where applicable law prohibits such a result. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (1980).

11.6 Compliance with Laws. Each party shall comply and shall cause its authorized agents and, in the case of services where subcontracting has been authorized by Customer, subcontractors to comply with all applicable laws, rules, regulations and safety orders in connection with this Agreement.

It is understood and agreed that such laws include, but are not limited to, federal, state, local, equal employment opportunity, compensation, benefit, immigration, rights of the disabled, privacy, anti-money laundering, the European Union's General Data Protection Regulation (Regulation (EU) 2016/679) and trade compliance.

11.7 Jurisdiction. Subject to Section 6.1A and any mandatory right to bring or defend proceedings in another forum, the state and federal courts in San Jose, California will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. The parties consent to personal jurisdiction and venue in those courts. Mandatory rights of a Consumer or another legally protected customer to bring proceedings in, or defend them only in, another court are preserved.

Any claims for misappropriation of trade secrets and breach of confidentiality obligations may also be brought in any court that has jurisdiction over the parties if the relief sought includes injunctive or other non-monetary relief. A party that obtains a judgment against the other party in the courts identified in this Section may enforce that judgment in any court that has jurisdiction over the parties. The U.N.

Convention on Contracts for the International Sale of Goods (1980) will not apply to this Agreement.

11.8 Headings. The section and paragraph headings in this Agreement are for convenience of reference only and must not affect the interpretation of this Agreement.

11.9 Injunctive Relief. Either party may seek an injunction or other equitable remedies against the other party for misappropriation of trade secrets or breach of confidentiality obligations, in a court with jurisdiction and subject to applicable law. CUSTOMER acknowledges that a breach of its confidentiality obligations could cause harm for which monetary relief may be inadequate. Any equitable relief remains subject to the requirements of the court and applicable law.

Any such breach will result in irreparable harm to Articul8 AI and, upon any such breach or any threat thereof, Articul8 AI will be entitled to seek, in any venue of competent jurisdiction, appropriate equitable relief including, but not limited to, an injunction in addition to whatever remedies it may have under law.

11.10 No Construction Against the Drafter. Both parties will be considered to have drafted this Agreement, and each party waives any rule of construction providing that ambiguities will be construed against the drafting party.

11.11 Trade Compliance. A party's provision of Technology must be in compliance with all applicable trade laws and regulations. Each party will not export or re-export, either directly or indirectly, any Technology or Product obtained from the other party, without first complying with applicable government laws and regulations governing the export, re-export, and import of those items.

Upon a party's request, the other party agrees to provide export classifications, Harmonized Tariff Schedule classifications, or other information necessary for compliance with applicable trade laws and regulations for all Technology provided under this Agreement.

11.12 Public Announcement; Preferred Service Provider. Articul8 AI may identify an entity CUSTOMER as a user of Articul8 AI Products only with CUSTOMER’s prior written consent. Articul8 AI will not publicly identify an individual Consumer as a CUSTOMER without that Consumer’s prior express consent.

11.13 Third Party Rights. This Agreement is made for the benefit of the parties and is not intended to benefit or be enforceable by any third party. The rights of the parties to terminate, rescind, amend, waive, or vary any term of, or to settle disputes regarding, this Agreement, are not subject to the consent of any third party.

11.14 Waiver. No waiver of any provision of this Agreement will be valid unless in a writing signed by the waiving party that specifies the provision being waived. A party's failure or delay in enforcing any provision of this Agreement will not operate as a waiver.

11.15 Severability. If a court holds a part of this Agreement unenforceable, including any of these Articul8 AI General Terms and Conditions contained herein, the court will modify that part to the minimum extent necessary to make that part enforceable, or if necessary, sever that part. The rest of this Agreement remains fully enforceable.

1.1 "Authorized User"

means a person whom a CUSTOMER permits to access an Articul8 AI Product available under the Agreement on its behalf, including an employee or contractor of an organizational CUSTOMER. CUSTOMER remains responsible for use under its account. No Authorized User is personally responsible for CUSTOMER’s payment or indemnity obligations solely by accessing a product.

1.2 "Confidential Information"

has the meaning given in Section 1.9 of the General Terms and Conditions.

1.3 "Customer"

means the person or entity that accepts the Agreement as CUSTOMER under the General Terms and Conditions. The definition of Consumer and the protections for other persons covered by consumer law in the General Terms and Conditions apply to this EULA.

1.4 "Documentation"

means documentation and usage instructions made available by Articul8 for an Articul8 AI Product available under the Agreement.

1.5 "Effective Date"

means the Effective Date specified in Section 7.1 of the General Terms and Conditions.

1.6 "Intellectual Property"

means any created or developed technology, patentable subject matter, invention, process, form of matter, device, machine, software, source or object code, copyrightable work, document, written work, drawing, graphical work, created work in an electronic medium, symbol, logo, slogan, design, trademark, service mark, trade name, trade dress, trade secret, know-how, proprietary and confidential information, or any other form of creativity which takes form in a tangible medium of expression and is protected and enforceable under any Intellectual Property Rights (defined below) recognized in any jurisdiction throughout the world.

1.7 "Intellectual Property Rights"

has the meaning given to “IP Rights” in the General Terms and Conditions.

1.8 "License"

means the access and license rights granted by the General Terms and Conditions for Articul8 AI Products made available under the Agreement; this EULA grants no broader rights.

1.9 "Licensee"

means CUSTOMER or, solely for provisions concerning permissible conduct while accessing an Articul8 AI Product, an Authorized User. An Authorized User does not become a party to CUSTOMER’s Agreement by accessing a product.

1.10 "Licensee Data"

means Customer Content, Inputs and other data provided through an Articul8 AI Product by or on behalf of CUSTOMER, subject to the definitions in the General Terms and Conditions.

1.11 "Open Source Software"

means software delivered to Licensee hereunder that is subject to the provisions of any open source license agreement.

1.12 "Output Data"

means Outputs generated through an Articul8 AI Product available under the Agreement in response to Inputs, as those terms are defined in the General Terms and Conditions.

1.13 "Platform"

means the Software Platform as defined in the General Terms and Conditions. References in this EULA to the Platform in provisions concerning use, restrictions, data, confidentiality, warranties, liability, or termination include other Articul8 AI Products used under the Agreement to the extent relevant to that provision, unless the provision expressly applies only to the Software Platform.

1.14 "Platform Developments"

means growth, changes, and developments in the Platform made by Articul8.

1.15 "Subscription"

means the applicable Product access period stated in accepted Purchase Details or otherwise determined under Section 7 of the General Terms and Conditions, subject to any additional Specific Add-On SOW.

1.16 "Update"

means a change to a Product made available under the Agreement made under the Agreement; an Update does not itself amend the Agreement or expand CUSTOMER’s commitments.

1.17 "Third-Party Software"

means certain software Articul8 licenses from third parties (if any) and provides to Licensee with the Platform, which may include Open Source Software.

1.18 "Trial Period"

means a trial period, if any, disclosed and affirmatively accepted as part of the Purchase Details. No trial converts to a paid or recurring purchase without CUSTOMER’s affirmative agreement to the applicable charges.

2.1 License Grant.

The rights to access and use Articul8 AI Products are granted in Section 3.2 of the General Terms and Conditions and apply to Products made available for CUSTOMER’s use under that Agreement. This EULA does not enlarge or reduce that grant. Beginning to use another Product does not require another agreement.

2.2 Updates.

Product updates, service modifications and applicable remedies are governed by the General Terms and Conditions and accepted Purchase Details to the extent they specify applicable Product scope; an invoice alone does not change legal terms.

2.3 License Restrictions.

The following use conditions apply to CUSTOMER and its Authorized Users when exercising rights granted under the General Terms and Conditions. They do not restrict authorized business use, documented APIs, supported integrations, or lawful distribution of Outputs. CUSTOMER must not, and must ensure that its Authorized Users do not, use an Articul8 AI Product to:

(a) disrupt or degrade an Articul8 AI Product, transmit malicious code, or send unsolicited bulk messages through it;

(b) use nonpublic model components, or use the Services or Outputs to train a competing model, except as the Agreement expressly permits;

(c) use a Product in violation of applicable law;

(d) obtain unauthorized access to another account, network, system or information;

(e) circumvent security features, access controls, rate limits or usage limits;

(f) use a Product to deceive, threaten, harass or harm any person;

(g) stalk or impersonate another person or an Articul8 representative;

(h) misrepresent affiliation or forge identifiers to disguise the source of Inputs;

(i) scrape or harvest data from a Product except through an authorized API or integration;

(j) reverse engineer, decompile or disassemble nonpublic Articul8 software or model weights, except where the restriction is prohibited by law;

(k) adapt or repackage Articul8 software or models except as expressly permitted;

(l) remove or alter copyright, watermark or other proprietary notices;

(m) copy or distribute any Product itself except as expressly permitted; this does not restrict permitted distribution of Outputs;

(n) transfer or resell access or rights granted under the Agreement except as expressly permitted;

(o) infringe, misappropriate or violate another person’s rights;

(p) interfere with another user’s use of a Product;

(q) use a Product in a manner that unlawfully subjects Articul8 or others to harm or liability;

(r) claim ownership of Articul8 software or models; this does not restrict a lawful claim or challenge to the validity of an IP right;

(s) provide prohibited material support to a designated foreign terrorist organization; or

(t) use unauthorized automated access. Documented APIs and integrations are authorized within the scope of the Agreement.

Articul8 may suspend or terminate access for a violation only as provided in Section 7 of the General Terms and Conditions and applicable law.

2.4 Customer Data and Personal Data.

CUSTOMER is responsible for the Inputs and other Customer Content submitted under its account and must have the rights, permissions and lawful basis needed to submit them and permit Articul8 to process them as authorized in the General Terms and Conditions. This EULA does not grant Articul8 a separate processing license. CUSTOMER must not submit content in violation of applicable law or the restrictions in this Agreement.

(a) Personal Data.

If CUSTOMER submits personal data, it must comply with applicable privacy law and the governing data-processing agreement, if any. The Privacy Policy describes Articul8’s own processing practices; it does not replace a required data-processing agreement.

2.5 Responsibility for Use.

CUSTOMER and its Authorized Users may use a Product made available under the Agreement within the rights granted by the General Terms and Conditions.

CUSTOMER is responsible for use under its account and for reasonable security measures within its control; it must notify Articul8 promptly of known unauthorized access to its account.

CUSTOMER is responsible for the lawfulness and accuracy of its Inputs and for complying with applicable law when using Outputs, subject to Articul8’s express obligations under the Agreement.

2.6 No Specialized Advice.

Licensee understands, acknowledges, and agrees that the Platform is not intended for specialized advice in expert fields, such as and including, but not limited to, medicine, healthcare, finance and financial planning, law, accounting, business planning and administration, or other kinds of professional and expert fields.

Licensee understands, acknowledges, and agrees that the Platform is not built, deployed, or intended to replace expert advice provided by a qualified professional, and any use of the Platform does not create a professional consulting relationship of any kind between Licensee and Articul8.

2.7 Fees.

After any applicable trial, continued access to an Articul8 AI Product is subject to the pricing and payment provisions of Section 2 of the General Terms and Conditions and the accepted Purchase Details; no separate EULA fee obligation applies.

2.8 Audit Rights.

Articul8 may audit an organizational CUSTOMER’s use as permitted by the General Terms and Conditions and applicable law, but may not conduct an audit of an individual Consumer’s devices or data under this EULA.

2.9 Open Source Software.

The Platform may include Open Source Software licensed to Articul8 pursuant to Open Source Software license agreement(s) identified with or within the applicable source code file(s) and/or file header(s) provided with the Platform or otherwise disclosed in the associated Documentation.

Nothing in this Agreement overrides an applicable open-source license or restricts rights granted under it.

2.10 Third-Party Software.

Where CUSTOMER needs to obtain a separate license for software supplied by a third party, Articul8 will identify that requirement before CUSTOMER first uses the relevant Product. Articul8 remains responsible for its own service providers under the Agreement.

2.11 No other Licenses, Express, Implied, or Statutorily Recognized.

The rights stated in the General Terms and Conditions are limited to the Articul8 AI Product available under the Agreements. No additional intellectual property rights are granted by implication.

2.12 Articul8's Trademarks.

No rights to Articul8 trademarks are granted by this EULA or the General Terms and Conditions except as expressly agreed in writing.

2.13 United States Government Users.

Any Software and Documentation supplied under the Agreement are commercial computer software and commercial computer software documentation. U.S. Government users receive only the rights granted by Section 3.2 of the General Terms and Conditions, subject to applicable federal acquisition rules.

2.14 Decision Model Content and Records. For the Decision Model, Articul8 processes Inputs and Outputs to return the requested response and does not retain their content after that processing or use it to train models. Account, billing, security and aggregated Usage Data that do not contain the content of Inputs or Outputs are outside this commitment. Material deliberately submitted as Feedback or for support is subject to the terms governing that submission. Retention required by law is limited to what that law requires. This section does not change an expressly agreed Platform data-storage arrangement.

CUSTOMER must maintain the Inputs, Outputs and records needed for its own regulated or consequential decisions, including any legally required notices, human review and appeal. Articul8 does not provide a Decision Model question-and-answer archive. CUSTOMER may not use the Decision Model in a use case that requires Articul8 to keep such records or provide additional regulatory functions unless Articul8 separately agrees in writing; this does not remove any obligation imposed directly on Articul8 by law.

The Decision Model is not authorized to autonomously control equipment where an erroneous Output could cause death or serious injury unless expressly authorized by the parties in writing.

3.1 Content, Features, and Services.

An Articul8 AI Product may be updated as described in the General Terms and Conditions and applicable Documentation. An update does not itself amend the Agreement.

Product access, support, changes to an offering and applicable remedies are governed by the General Terms and Conditions and accepted Purchase Details. No posting or product update alone changes the Agreement.

3.2 Subscription Term and Renewal.

The Term, any fixed base period or token allocation, any trial and any renewal are governed by the General Terms and Conditions and accepted Purchase Details. There is no automatic renewal unless disclosed and affirmatively accepted in accordance with Section 2 of the General Terms and Conditions.

3.3 Subscription Cancellation.

CUSTOMER may cancel, discontinue or terminate as specified in Section 2.5 and Section 7 of the General Terms and Conditions, subject to any rights that applicable consumer law does not permit the parties to exclude.

3.4 Subscription Fees.

Charges, additional purchases, payment timing and applicable rates are governed by Section 2 of the General Terms and Conditions and the accepted Purchase Details. This EULA does not impose separate subscription fees.

Support commitments, if any, are those stated in the accepted Purchase Details or otherwise expressly agreed in writing, subject to applicable law.

5.1 Term.

The Agreement and any Product access continue as provided in Section 7 of the General Terms and Conditions and the accepted Purchase Details.

5.2 Termination for Cause.

Section 7 of the General Terms and Conditions governs termination. CUSTOMER may discontinue use of a Product in its account without ending the Agreement, subject to any applicable fixed base commitment and mandatory cancellation rights.

5.3 Survival.

Survival is governed by Section 8 of the General Terms and Conditions.

Confidentiality is governed by Section 4 of the General Terms and Conditions. This EULA adds no separate confidentiality obligations or remedies.

Articul8 may collect and use product usage statistics that do not include the content of Inputs or Outputs, as allowed by the General Terms and Conditions and applicable privacy law.

8.1 Licensee's Ownership.

As between Articul8 and CUSTOMER, CUSTOMER retains the rights in its Inputs and Outputs provided by the General Terms and Conditions. An Authorized User does not personally acquire ownership merely by using an organization’s account.

8.2 Articul8's Ownership.

Articul8 and its licensors retain their existing rights in their respective Articul8 AI Products, subject to Section 3 of the General Terms and Conditions. No change in ownership is effected by this EULA.

Feedback is governed by Section 3.4 of the General Terms and Conditions; no additional assignment is required by this EULA.

9.1 DMCA Notice for Copyright Infringement.

Articul8 will respond appropriately to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"), as set forth below. If you, or another user or our Platform, own a copyright in a work and believe that the copyright in that work has been infringed by an improper posting of it as part of another customer's data, then you may send us a written notice, which notice must include all of the following:

(a) a subject line that says: "DMCA Copyright Infringement Notice"; and

(b) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works; and

(c) a description of the location of the infringing material on the Website; and

(d) your full name, address, telephone number, and e-mail address; and

(e) a statement by you that you have a good faith belief that use of the allegedly infringing material in the manner complained of is not authorized by the copyright owner; and

(f) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner); and,

(g) your physical signature or, if sent within an email (rather than in a physical document or a digital document attached to an email), the characters "//s//" followed by your full typed name, which will serve as your electronic signature.

Articul8 may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and Articul8 may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Articul8 will only respond to DMCA Notices that it receives by mail or e-mail or at the addresses below:

Articul8 AI attn: Legal Department

2445 Augustine Dr, Suite 401

Santa Clara, CA 95054

legal@articul8.ai

9.2 DMCA Counter-Notification.

(a) We may send the information that you provide in your DMCA Notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification. If access to a work that you submitted to the Platform is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above.

Your DMCA Counter-Notification must include your physical or electronic signature; identification of the removed material and its location before removal or disabling; a statement under penalty of perjury that you have a good faith belief the material was removed or disabled as a result of mistake or misidentification; and your name, address, and telephone number. It must also state that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if you are outside the United States, for any judicial district in which Articul8 may be found), and that you will accept service of process from the person who gave us the DMCA notice or that person’s agent. You may use "DMCA Counter-Notification" as the subject line.

(b) If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than 10 and not more than 14 business days following receipt of the DMCA Counter-Notification.

However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Platform. You should also be aware that we may forward the DMCA Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice

9.3 Abuse of the DMCA Notice-and-Takedown Process.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Without limiting Articul8's other rights, Articul8 may, in appropriate circumstances, terminate a repeat infringer's access to the Platform and any website owned or operated by Articul8.

10.1 Warranties.

Any express warranty must be stated in the General Terms and Conditions or separately agreed in a writing signed by the parties. This EULA creates no additional warranty. Nothing in this Agreement limits a customer’s non-waivable statutory guarantees, rights or remedies.

10.2 Third-Party Software.

Third-Party Software is addressed by the General Terms and Conditions, subject to any rights and remedies applicable law does not permit the parties to exclude.

10.3 Warranty Disclaimer.

Disclaimers are governed by Sections 6.1 and 6.1A of the General Terms and Conditions, subject to all applicable non-waivable customer protections. This EULA adds no separate disclaimer.

10.4 Disclaimer in Regard to Output Data.

Outputs may be incomplete or inaccurate and should be reviewed before reliance. This notice does not alter any express obligation in the General Terms and Conditions or any non-waivable Consumer right.

11.1 Exclusion of Certain Damages.

Section 6.3 of the General Terms and Conditions governs exclusions of damages for all Articul8 AI Products.

11.2 Limitation of Damages.

Section 6.3 of the General Terms and Conditions governs the parties’ aggregate liability for all Articul8 AI Products.

11.3 Licensee Data.

Responsibility for Customer Content, Inputs and Outputs is governed by the General Terms and Conditions, subject to applicable law.

11.4 Indemnification.

Section 6.2 of the General Terms and Conditions governs all indemnification obligations; this EULA imposes no separate indemnity.

11.5 Third-Party Software.

Section 6 of the General Terms and Conditions and its Mandatory Consumer Rights provision control liability relating to Third-Party Software.

11.6 Limitation of Actions.

Applicable limitation periods are governed by applicable law; this EULA does not impose an additional one-year claim deadline.

12.1 Export Controls.

Articul8 AI Products, Documentation, Output Data and related technical data may be subject to U.S. export control laws, including the Export Administration Regulations (15 C.F.R. Parts 730-774) ("EAR") and to applicable export or import laws in other countries (collectively, "Export Control Laws"). CUSTOMER will comply with Export Control Laws when accessing, exporting, re-exporting, transferring (in-country) or importing an Articul8 AI Product or related technical data, and will obtain any required license or other authorization. CUSTOMER will not, and will ensure that its Authorized Users do not, access, use, export, re-export or transfer any Articul8 AI Product (a) to or from any country or region subject to comprehensive U.S. sanctions or embargo, currently Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People’s Republic and so-called Luhansk People’s Republic regions of Ukraine (each, an "Embargoed Jurisdiction"); (b) for any end use prohibited under Part 744 of the EAR, including the design, development, production or use of nuclear, chemical or biological weapons, missiles or unmanned aerial vehicles, military end uses or military-intelligence end uses, or the development or production of advanced-node integrated circuits or supercomputers where restricted; or (c) to train or develop an AI model for, or on behalf of, any person or in any jurisdiction where such activity requires an authorization that has not been obtained. Availability of an account or online signup does not itself establish that access from a particular location is lawful.

12.2 Sanctions Compliance.

CUSTOMER will comply with all economic and trade sanctions laws and regulations applicable to its use of Articul8 AI Products, including those administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, or any other applicable sanctions authority (collectively, "Sanctions Laws"). CUSTOMER represents and warrants that neither CUSTOMER nor any of its Authorized Users, nor any person owning or controlling CUSTOMER, is (a) located, organized or ordinarily resident in an Embargoed Jurisdiction; (b) identified on, or owned 50% or more, individually or in the aggregate, or controlled by one or more persons identified on, OFAC’s Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce’s Entity List, Denied Persons List, Unverified List or Military End-User List, or any similar list maintained under Sanctions Laws or Export Control Laws (each, a "Restricted Party"); or (c) acting on behalf of a Restricted Party or the government of an Embargoed Jurisdiction or of Venezuela. CUSTOMER will not permit any Restricted Party to access or use an Articul8 AI Product, and will not use an Articul8 AI Product or any Output Data in any transaction or dealing that would cause Articul8 to violate Sanctions Laws.

12.3 Notice and Cooperation.

CUSTOMER will notify Articul8 promptly in writing if CUSTOMER or any Authorized User becomes a Restricted Party or if CUSTOMER becomes aware of any actual or suspected violation of this Section 12 in connection with an Articul8 AI Product, and will reasonably cooperate with Articul8 in responding to any related inquiry from a governmental authority, subject to applicable law.

12.4 Suspension for Compliance.

Notwithstanding anything to the contrary in the Agreement, Articul8 may immediately suspend or restrict access to an Articul8 AI Product, or terminate the Agreement, to the extent Articul8 reasonably determines that continued provision would violate, or expose Articul8 to penalties under, Export Control Laws or Sanctions Laws, and Articul8 will have no liability to CUSTOMER for such action. Where permitted by law, Articul8 will notify CUSTOMER of the suspension and refund any prepaid, unused fees attributable to the suspended or terminated Product, unless the suspension results from CUSTOMER’s breach of this Section 12.

13.1 No Agency.

Articul8 and Licensee each acknowledge and agree that the relationship established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to: (1) give either party the power to direct or control the day-to-day activities of the other; (2) deem the parties to be acting as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking; or (3) permit either party or any of either party's officers, directors, employees, agents or representatives to create or assume any obligation on behalf of or for the account of the other party for any purpose whatsoever.

13.2 Compliance with Laws.

Each party agrees to comply with all applicable laws, regulations, and ordinances relating to their performance hereunder.

13.3 Force Majeure.

Force majeure is governed by Section 11.4 of the General Terms and Conditions, subject to applicable law.

13.4 Governing Law; Venue and Jurisdiction; Dispute Resolution.

Section 11.7 of the General Terms and Conditions governs venue and jurisdiction for disputes relating to any Articul8 AI Product, subject to Section 6.1A and any mandatory right to bring or defend proceedings in another forum. This EULA does not impose a separate arbitration requirement.

13.5 Injunctive Relief.

The remedies available under the General Terms and Conditions and applicable law apply to each party. This EULA does not impose a separate restriction on a Consumer’s remedies.

13.6 Entire Agreement and Waiver.

The General Terms and Conditions, this EULA, the accepted Purchase Details and any applicable SOW comprise the Agreement in the precedence stated in Section 10.1 of the General Terms and Conditions. No provision of this EULA overrides the General Terms and Conditions or a separately signed enterprise Platform Agreement to the extent it controls under Section 10.1.

13.7 Severability.

In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of this Agreement will remain in full force and effect. The parties further agree that in the event such provision is an essential part of this Agreement, they will begin negotiations for a suitable replacement provision.

13.8 Binding Effect.

This Agreement shall be binding upon and shall inure to the benefit of the respective parties hereto, their respective successors and permitted assigns.

13.9 Assignment.

Assignments are governed by Section 11.3 of the General Terms and Conditions; this EULA adds no separate assignment restriction.

13.10 Updates to this EULA.

Amendments are governed by Section 11.1 of the General Terms and Conditions. Online publication of new EULA text does not amend an existing Agreement.