KAVIA AI, INC.

TERMS OF USE/SERVICE

Dated and effective as of June 9, 2025

This Software as a Service Platform ("SaaS" and "SaaS Platform") Subscription and Terms of Use Agreement (and the various terms and conditions of use set forth herein) (the "Agreement" and the "T&Cs") is a legal agreement between:

(A) Kavia AI, Inc., a Delaware corporation having its principal offices located at 2618 Sutter Street, San Francisco, CA 94115 ("Kavia" or "we/us/our"); and

(B) You ("Licensee" or "you" or "your"), pursuant to which, if accepted as set forth below, You and, if you are a corporate entity, your Authorized Users, as defined below, will be permitted to use Kavia's "Services" (as defined below) for the term of your "Subscription" (as defined below), provided you use the Services pursuant to and in full compliance with this Agreement and the T&Cs set forth below (incorporated herein by this express references).

Accordingly, if you enter into this Agreement on behalf of a legal entity (the "Company," which shall be included in the term "you" "your" or "Licensee" when such term is used herein)(in your capacity as an officer, limited liability company member, employee or as an legally authorized representative), you are representing and warranting that you have the full authority to legally bind the Company to this Agreement as a Licensee.

Please read this Agreement carefully because it constitutes a written legal contract between you and Kavia defining your ability to use of our Services for the term of your Subscription, as well as the limitations on our obligations and our liability, all of which describes and affects your legal rights and obligations.

Furthermore, you are agreeing (and reaffirming), each time you or your Authorized Users access and/or use our Services to fully comply with and to be bound by all of the terms and conditions set forth in this Agreement.

Accordingly, in consideration of the foregoing, and the promises and mutual covenants and conditions contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SAAS AGREEMENT AND TERMS OF USE/SERVICE

1. Definitions.

While some of the terms used herein are defined using a capitalized word following the first time they are used, e.g., "Services and Subscription being defined initially when first used above", the following terms are defined and summarized below due to the longer definition given to these terms. When a capitalized term is used, it typically refers to and means the definition specifically given to it herein.

1.1 "Authorized User" means any employee, agent, independent contractor, or representative of Licensee who uses the Solution (defined below) under Licensee's control and supervision pursuant to Licensee's License (defined below) in this Agreement for the term of Licensee's Subscription, and for whose individual actions in using the Solution, Licensee is responsible. Neither this Agreement nor the right to Use the Solution can be transferred, assigned or delegated to any other person or legal entity without Kavia's advance and express written permission.

1.2 "Developed Work" means and refers to an output created by or resulting from Licensee's use of the Solution and/or the Services, including as a part thereof, any tangible or intangible invention, improvement, discovery, process, writing, design, model, drawing, photograph, report, formula, pattern, device, compilation, database or computer program, whether or not protectable under Title 17 of the U.S. Code and whether or not patentable or otherwise protectable under Title 35 of the U.S. Code, that is conceived, created, prepared, generated or produced as a result of Licensee's use of the Solution/Services (whether or not reduced to practice).

1.3 "Documentation" means any user-manual or other technical information or documentation, that Kavia may provide with the Services (defined below).

1.4 "Effective Date" means the date the Licensee activates Licensee's Subscription by accessing and/or using Kavia's services for the first time to indicate affirmative consent to this Agreement.

1.5 "Freemium Subscription" shall mean and refer to a Subscription to use the Kavia Solution and Service (if you elected this option, and Kavia approved the request [which is may accept or reject in its sole and absolute discretion] as part of the Subscription application/enrollment process) that grants you the right to use the Solution and the Services without a monetary monthly charge, the same being provided in exchange and in consideration of you granting to Kavia the "Freemium License Rights" (as more fully described and defined in Section 5 below).

1.6 "Kavia User Account" means and refers to the secure online log-in user account that will be created once you have completed the web-based online subscription application process and your application/subscription request and enrollment has been electronically confirmed by Kavia once completed.

1.7 "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.

1.8 "Intellectual Property Rights" means all rights of ownership or enforcement in any Intellectual Property now held or hereafter created or acquired by a party, regardless of whether arising under the laws of the United States, under the laws of any other jurisdiction throughout the world, or under any international treaty for (i) all classes or types of patents, including, without limitation, utility models, utility patents and design patents, patent applications and disclosures, and any extensions in any jurisdiction throughout the world; (ii) all copyrights, all ancillary and sub-rights of copyright, and all moral rights in both published and unpublished works, and all corresponding registrations and applications therefor in any jurisdiction throughout the world; (iii) all trademarks and service marks and trade names, and all corresponding registrations and applications therefor in any jurisdiction throughout the world; and (iv) all know-how, trade secrets, and confidential, technical and non-technical information created or acquired by a party.

1.9 "Service(s)" means the Solution (as defined below) and all ancillary product services that may be provided by Kavia as part of your Subscription (as defined below), including Support.

1.10 "Solution" means any and all software products, tools and automated services offered by Kavia, including its user data backup and storage, the SaaS Platform, Kavia's downloadable app(s) (if any), any connector products and/or APIs owned and made available by Kavia, as well as any Updates (defined below), add-ins, or other executables Kavia chooses to make available for Licensee's use. For clarity, the term "Solution" is included in the definition of Services, and provided further, the definition of "Solution" excludes any Third Party Software and Open Source Software (each as defined in Section 2.5).

1.11 "Subscription" and "Term" means the usage fees, number of seat licenses and the length or duration (e.g., monthly) of Licensee's right to access and Use the Services pursuant to this License (the specifics to be those elected or requested by Licensee when completing the web-based online subscription application process required to create your Kavia User Account (as electronically confirmed by Kavia once completed)).

1.12 "Updated Terms & Conditions" means a change, amendment, modification or restatement of or to (or that Kavia makes with respect to) these Terms and Conditions.

1.13 "Update" means, if applicable, an update of the Solution that Kavia makes generally available at no additional charge to its users/licensees, including, if and when available, bug fixes, patches, maintenance releases, etc. If any are made available, those will be Updates only to the Solution licensed by Licensee hereunder, and may not include any new options, new or future product functions, or any upgrades in existing features, functionality or performance (which Kavia may license separately from the Solution licensed herein or which Kavia offers to its users/licensee's for an additional fee).

1.14 "Use" of the Solution means and includes any action of accessing or executing the Solution or temporarily downloading and displaying the Solution on a monitor screen.

1.15 "Website" means the Kavia.ai website and any subdomains of that website.

1.16 "Work" means, with respect to any pre-existing original tangible or intangible invention, improvement, discovery, process, writing, design, model, drawing, photograph, report, formula, pattern, device, compilation, database or computer program, whether or not protectable under Title 17 of the U.S. Code and whether or not patentable or otherwise protectable under Title 35 of the U.S. Code, that is, was or has been conceived, created, prepared, generated or produced by Licensee independent and without connection to or use of the Solution or the Services (whether or not reduced to practice).

2. License Grant, Management and Use Restrictions, Updating of T&Cs.

2.1 Grant of License. In exchange for you agreeing to these terms and conditions of this Agreement, including the timely payment of all usage fees, Kavia grants to you (Licensee), a limited, non-exclusive, non-transferable personal license to Use the Services during the Term hereof (for personal use only, i.e., not for resale, sub-licensing or further distribution) (hereinafter, the "License").

2.2 License Management/Revisions to the Solution and these T&Cs.

As part of the Services, the Solution may utilize a license management solution which enables Licensee to Use the Solution in accordance with the restrictions provided by Kavia in this Agreement.

The license management solution may prevent or restrict additional user logins, availability of certain functionality, processing of additional data or setup of new Authorized Users until a valid amended License is obtained by Licensee from Kavia (e.g., adding additional seat licenses).

You agree that Kavia has the right to, without advance notice, periodically make changes to the Solution and to these Terms and Conditions (as Kavia determines in its sole and absolute discretion). When Kavia makes changes, it will publish the revised T&Cs on its website, and the "dated and effective as of" date information first set forth above will also be changed (as the previous T&Cs will have been replaced and superseded when we do so).

You also agree that the T&Cs published on the Kavia website are easily available, and that each time you use the Solution, the T&Cs published and posted on the Kavia website are legally binding and that if and when you use of the Solution, such use reflects your agreement to be legally bound by those updated T&Cs.

It is very important that you regularly review and re-read the T&Cs Kavia posts and publishes on the Kavia website given that each time you (or your Authorized Users) access and use the Solution, you are reaffirming and agreeing to the Terms and Conditions as of the date of such Use.

2.3 License Restrictions. You agree that you (and your Authorized Users) shall not, and shall not allow any third party to:

(a) reverse engineer, disassemble, or decompile the Solution or attempt to copy, reproduce, construct, reconstruct or otherwise determine and/or discover any source code, algorithms, programming interfaces, file formats, or underlying ideas of or associated with the Solution (by any manner or means whatsoever)(except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, and then only with prior written thirty [30] day advance notice to Kavia);

(b) license, sublicense, lease, rent, sell, distribute, transfer or assign the Services and/or the Solution and/or the Documentation (or any portion thereof) or attempt to license, sublicense, lease, rent, sell, transfer, distribute or assign the Services and/or the Solution and/or the Documentation (or any portion thereof);

(c) use the Solution, the Services, and/or the Documentation (or any portion thereof) for any purposes not expressly permitted under and pursuant to this Agreement;

(d) alter, hide, mask, modify or remove any product identification, proprietary rights or information, copyright or other notifications/notices coming out of, presented by, or contained in the Solution or the Documentation (including any data or reports created, generated, exported or derived by and from the Solution);

(e) create a derivative work that uses and includes any part of the Solution or the Documentation, modify any part of the Solution or the Documentation, or incorporate any part of the Solution into or with other software, or use the Solution (or any part thereof) to provide any product or service to a third party, except to the extent expressly authorized herein (e.g., creating a Developed Work) or, if not expressly authorized herein, in writing by Kavia; and

(f) publicly publish, distribute, transmit or otherwise disseminate performance information or any form of operational analysis (including, without limitation, benchmarks) from any source relating to the Services and/or the Solution.

2.4 Behavior of Licensee and its Authorized Users. You acknowledge and agree that you and your Authorized Users (for whom you agree to be responsible and liable for with respect to their Use of the Solution) will not do any of the following:

(a) edit, amend, abridge, modify, alter, add to or delete from, adapt, repackage or otherwise change any of the Solution in whole or in part;

(b) remove any watermarking or other proprietary notices (including notices or language regarding Kavia's copyright or trademark ownership with respect to the Solution);

(c) publish, distribute, redistribute, copy, or reproduce, any of the Solution, in whole or in part, to any person who is not authorized to use the Solution pursuant to this Agreement;

(d) attempt to license, sublicense, assign, lend, lease, sell, resell or otherwise transfer or attempt to transfer the Solution, any rights granted under this Agreement, or any intellectual property rights owned by Kavia, to any other person or entity;

(e) provide any person or entity (excepting only you and your Authorized Users) access to the Solution by means of your username(s) and/or your password(s);

(f) attempt to license, sublicense, assign, transfer, sell, resell, lend, lease or otherwise make available your username(s) and password(s) to any other person or entity;

(g) translate, disassemble, decompile, or reverse engineer any portion of the Solution, or otherwise duplicate or discover any computer code, routines, algorithms, technology, methods or underlying designs, ideas or user interface techniques included in any portion of the Solution;

(h) copy, collect, gather, distribute or monitor any data or content included in the Solution by using any crawler, "bot," scraper, robot (or "bot" of any kind), spyware, spider, rover, extraction tool, device, software, engine, or any other automatic device or utility, or manual process of any kind;

(i) insert any code or other type of product to manipulate or capable of manipulating or modifying the Solution in anyway.

(j) make or attempt to make any unauthorized commercial exploitation or use of the Solution (except for the direct personal Use permitted by and pursuant to this Agreement);

(k) disable, circumvent or otherwise interfere with the security features of the Solution, or any features that prevent or restrict copying or use of any portion of the Solution;

(l) use the Solution to harvest or collect any personally identifiable information ("PII"), including, but not limited to, usernames and passwords of others;

(m) use the Solution to create one or more accounts based on false, fake, fraudulent and/or incorrect statements, facts or pretenses;

(n) use the Solution to, directly or indirectly (e.g., using a Developed Work), transmit and/or create and distribute unsolicited electronic communications;

(o) use the Solution to create, or directly or indirectly (e.g., using a Developed Work) transmit or distribute malware, viruses, trojan horse software, or any form of harmful computer code, code sequences or routines;

(p) use the Solution to improperly, unlawfully or otherwise violate the security of any computer or computer network, to unlock, obtain, crack or decode or otherwise determine security encryption codes or passwords, or to transfer, distribute or otherwise store or generate illegal content or materials;

(q) claim the Solution as Licensee's work of authorship, creation, or property (in whole or in part);

(r) contest or dispute Kavia's ownership of the Solution and/or any of Kavia's (or any other persons) intellectual property rights in the Solution;

(s) use the Solution after your Subscription has expired or, if earlier, the date this Agreement is terminated (e.g., due to your violating the terms of this Agreement); and/or

(t) use the Solution, in whole or in part, in any manner not expressly authorized by this Agreement.

2.5 Third-Party and Open Source Software. You acknowledge and agree that the Solution and the Developed Works generated by the Use of the Solution may use or contain certain third-party proprietary software ("Third-Party Software") and certain "open source software" or "free software" ("Open Source Software"), which may be identified in the Documentation (or, if not so identified, can be provided if requested in writing)(if requested in writing, Kavia shall respond in a commercially reasonable manner and will provide a summary of such Third-Party Software and Open Source Software, along with copies of the applicable governing licenses). Such Third-Party Software and Open Source Software are not subject to the terms and conditions of Section 2.1 (Grant of License)(but are instead governed by the applicable governing licenses granted to, and/or used and relied upon by Kavia) or Section 9 (Indemnification). Nothing herein limits Licensee's rights under, or grants Licensee rights that are greater than or supersede, the terms and conditions of any applicable end user license applicable to and governing the Third-Party Software and Open Source Software. If required by the governing and applicable Open Source Software license, Kavia shall make such software, and Kavia's modifications to that Open Source Software available (upon written request).

2.6 Support. For such period as you have paid the applicable fees (or have usage credits in your account balance) pursuant to your active Subscription, Kavia shall provide those specific support and maintenance services related to your Use of the Solution as are or may be expressly stated and set forth in your Subscription ("Support").

2.7 Audit Rights. You acknowledge and agree that Kavia may, at its expense, and with ten business days' advance written notice (which may be sent by email), audit your use of the Services and/or the Solution. Any such audit shall either be conducted by means of remote access from a Kavia location or on-site during regular business hours at your offices or other facilities and shall not unreasonably interfere with your business activities.

2.8 Right to Inspect Usage Metrics/Data/Log File. You acknowledge and agree that Kavia shall have the right, at its expense, to access, analyze, inspect, and otherwise use for Kavia's own internal purposes, the usage metrics, log files and other similar and relevant data generated and controlled by you when using the Services and/or the Solution, as collected and/or requested by Kavia (solely in order to enable Kavia to identify and analyze potential issues with the Services or the Solution, with access to be undertaken by means of remote access from a Kavia location or on-site during regular business hours at your facilities, and then in a manner so as to not unreasonably interfere with your business activities.

2.9 Communications. You acknowledge and agree that Kavia may send direct email communications to you (and/or your Authorized Users), including, but not limited to, email communications that address the following: (i) marketing communications; (ii) important product related matters; (iii) account related communications (e.g., payment, billing, Subscription expiration); and (iv) new and/or improved product features.

3. Content.

3.1 Your Responsibility for Content. You agree that you are solely responsible for the content and data downloaded, uploaded, transmitted, sent, displayed, generated, stored, posted, performed or otherwise chosen, sourced, or used by you and your Authorized Users ("Content") when and in connection with your use of the Solution and/or the Services, as well as for compliance with all laws applicable and pertaining to the Content, including, but not limited to, laws requiring you (and/or your Authorized Users) to obtain the consent of a third party with respect to the use of any Intellectual Property owned by such third party as part of the Content and to provide appropriate notices of third-party rights to the appropriate parties. Accordingly, you represent and warrant, without qualification or limitation of any kind, each time you use the Services and/or the Solution, that you have a valid and ongoing right to upload and/or use the Content in, with, on, or in connection your use of the Solution and/or the Services, and that the use of such Content will not in any manner violate or infringe on any Intellectual Property Rights or other rights that may be owned, held, inure to the benefit of, or are equitably or legally controlled by any third party. You understand, acknowledge and agree that you and your Authorized Users bear any and all responsibility, as well as any and all liability, for Content and that under no circumstances will Kavia be liable in any way (at law or in equity) for any (a) Content that is uploaded, used, viewed, or transmitted while using the Services, (b) any errors or omissions in the Content, or (c) any damage or loss of any kind whatsoever that occurs or is incurred as a result of the access to, use of, or denial of access to said Content. Although Kavia is not responsible for any Content, Kavia shall have the right and may delete any Content, at any time without notice to you, if Kavia becomes aware that the Content violates any provision of this Agreement or any applicable law.

3.2 Security. Kavia will maintain commercially reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Content, in accordance current practices and standards in the industry (as determined by Kavia in its sole and absolute discretion). Kavia will notify you if it becomes aware of unauthorized access to your Content. Kavia will not access, view or process Content except: (a) as provided for in this Agreement and/or in accordance with Kavia's Privacy Policy (as posted and updated from time to time on the Website at https://Kavia.ai/privacy); (b) if and then as authorized or instructed by you; (c) as required to perform Kavia's obligations under this Agreement; (d) as required to perform maintenance to the Solution and to ensure its reliability and the integrity of the Solution's integrity and security; or (e) as required by applicable law. You understand, acknowledge, and agree that Kavia has absolutely no other obligations with respect to Content that those express set forth herein.

4. Proprietary Rights (Ownership and Use Rights - Developed Works).

You acknowledge and agree that the Solution/Services are licensed and that neither the Services nor the Solution is being sold or transferred to you or your Authorized Users. Kavia exclusively owns all Intellectual Property inherent in the Solution and in the Services, and all Intellectual Property Rights applicable to or associated with the Solution, the Services, the Documentation and Third Party Software, together with any customizations, enhancements, improvements, modifications, updates or derivative works thereof and related thereto. No title or ownership of Kavia's Intellectual Property or Intellectual Property Rights passes under, is being transferred or assigned pursuant to, this Agreement, and all rights not expressly granted to you in this Agreement are reserved by Kavia.

In consideration for Kavia granting this License, and in addition to the access and inspection rights set forth in Section 2.8 above, you have agreed that you may, from time to time, choose to provide constructive suggestions or proposals that may the Services/Solution ("Feedback"). If you do so, you also agree that by submitting those to Kavia, Kavia shall have a royalty-free, fully paid, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services/Solution any such Feedback. With respect to Content, as between Kavia and Licensee, Licensee shall retain ownership of all Intellectual Property and Intellectual Property Rights in and to your Content.

Except as specifically provided for herein, and to the extent provided under applicable law, you will retain all right, title and interest in your previously existing Works and all modifications, enhancements and derivative works thereof that are Works resulting from or generated by your use of the Solution/Services (defined above in Section 1.2 as the "Developed Works"), including all domestic and foreign intellectual property rights in such Developed Works, whether developed solely or jointly by Licensee; it being further agreed that Developed Works shall include the following: (i) modifications to, or upgrades or enhancements (derivative works) of your own Works; (ii) newly developed Works created and developed using the Solution/Services that do not modify or enhance then existing Works; and (iii) provided you obtain all necessary legal rights, the lawful enhancements of or modifications to (derivative works) the Works of third parties .

Relative to Kavia, you shall have all rights, title and interest in and to Developed Works, whether developed, first conceived or reduced to practice by you (or your Authorized Users); provided, however that, notwithstanding the foregoing or anything contained herein to the contrary, any Works created by you that can be used by Kavia to enhance, improve, augment, or modify the Solution shall be referred to and defined as a "Solution Related Work". As it relates to a Solution Related Work, you agree further that, to the extent that exclusive title and/or ownership rights in a Solution Related Work may not originally and immediately vest in Kavia (e.g., the Solution Related Work may not be deemed "works made for hire" by operation of law), you shall and hereby do irrevocably assign, transfer and convey to Kavia, without further consideration being required to be paid or delivered to you, all of its right, title, interest and ownership in such Solution Related Work(s). You further agree to cooperate, as may be requested by Kavia, to document and otherwise legally confirm such right, title, interest and/or ownership in Kavia's name.

5. If Your Kavia Subscription is a Freemium Subscription: You Are Granting Kavia a Fully Paid, No-Cost, Irrevocable, World-Wide, Perpetual of License to Use, Sub-License and Commercially Exploit Your Developed Works.

If you are using the Solution and Services pursuant to a "Freemium Subscription" you hereby agree to and do grant to Kavia (and its executives, employees, related companies, agents, licensees, sublicensees, contractors, successors, legal representatives, assigns, third-party service providers and their respective retail partners, marketing or public relations agencies and other affiliates, and all other users of the Services (the "Licensed Parties") an irrevocable, non-exclusive, assignable, sub-licensable, transferable, worldwide, perpetual, royalty-free, no-cost license and right to use and otherwise exploit your Developed Works, in whole or in part, including but not limited to the computer code, content, content descriptions, and other materials depicted, contained or associated therein or therewith, in whole or in part, in any manner or medium now or hereafter known or devised, including on the Internet, and in any commercial manner, and in advertising and promotion of Kavia and its products and services, throughout the world and in any and all languages without the requirement to make payment to you or to any third party or the need to seek any third party permission. Furthermore, the Licensed Parties will have the right to make unlimited derivative works therefrom, to assign or transfer any or all such rights and to grant unlimited, multiple-level sublicenses with no obligations to you, whether financial, credit, any approval of changes we may make or otherwise. You also agree and do hereby forever waive and relinquish all so-called "moral rights" now or hereafter recognized (for example, to be named as the author or to protect the integrity of your Developed Work.). The Licensed Parties shall have and retain all right, title, and interest in and to the data resulting from such processing, including without limitation, encoding, compressing, formatting, and processing of audio and video data (the foregoing being referred to and defined for the purposes of this Agreement as the "Freemium License Rights").

6. Payment Information Related to Fee Based Subscriptions.

6.1 Usage and Consumption of Kavia Credits.

If you have elected to pay for a Subscription that uses a monthly fee and/or requires you to pay for user/usage credits ("Kavia Credits")(i.e., Kavia Credits will enable you to use the Solution/Services, and are based on the type, nature and complexity associated with how you use the Solution/Services, with Kavia Credits being applied, debited and consumed by you as and when you use the Solution, such that you will be required to purchase additional Kavia Credits, in order to further or continue to use the Solution/Services, once you have used, applied and exhausted the Kavia Credits you previously purchased). Accordingly, if you select and choose to use a paid fee-based and/or usage-based Subscription, you agree to the payment and pricing set forth on our website (which Kavia may change from time to time in its sole and absolute discretion, said changes to be prospective, i.e., apply to the next billing cycle or when you next need to purchase additional Kavia Credits). Changes in our fees or charges will be set forth and visible to you when you seek to purchase additional Kavia Credits.

6.2 Payment – Credit Card or Invoicing. If you have chosen to use a credit card as a payment mechanism for your Subscription, you agrees that Kavia may charge your credit card all amounts due and owing for the Services, including taxes and/or any other fee or charge associated with your Kavia Account and your Subscription. If eligible and you have chosen periodic invoicing as a payment mechanism for your Subscription, you agrees that Kavia may invoice all amounts due and owing for the Services and your Kavia Account, including taxes and/or any other fee or charge associated with your Subscription Account. Payment is due and owing to Kavia regardless of whether you invoice and/or receive related payments from your customers and/or clients.

6.3 Price Changes. Kavia may change prices for the Services or for a component of the Services at any time, including changing from a free service to a paid service and charging for Services that were previously offered free of charge; provided, however, that Kavia will provide you with prior notice if Kavia changes the price of your Subscription. or Service and will not charge you for a previously free Service unless you have been notified at least thirty (30) days in advance of the applicable fees and have agreed to pay such fees. Unless you are eligible and your Kavia Account is created such that you can log in and electively purchase additional Kavia Credits in exchange for a real-time charge to your designated credit card, payments shall be monthly and are due net thirty (30) days from the end each monthly billing cycle (or invoice, if your Kavia Account is created such that Kavia will be sending monthly invoices).

6.4 Collections. You agree that in the event Kavia is unable to collect the fees owed to Kavia for your Subscription and/or your use of the Solution/ Services through your Kavia Account, Kavia may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by Kavia in connection with such collection activity, including collection fees, court costs and reasonable and directly related attorneys' fees. You further agree that Kavia may collect interest at the lesser of one and one-half percent (1.5%) per month or the highest amount permitted under California law on any amounts not paid when due.

6.5 Fee Disputes. Your creating and activation of a Subscription account constitutes your representation and warranty that you can pay for the Subscription in accordance with the terms of this Agreement. Disputes regarding credit card charges or invoiced amounts must be communicated to Kavia within thirty (30) days of the invoice date, and any item which is not disputed within thirty (30) days shall be deemed to have been accepted. All amounts not paid when due under this Agreement will accrue interest daily at a rate of one and one-half percent (1.5%) per month or the rate permissible under California law, whichever is lower, until the balance is paid in full. You acknowledge and agree that Kavia shall have the right to outsource invoice processing and issuance to a third-party service provider contracted to Kavia.

6.6 Taxes. Fees are exclusive of taxes. Accordingly, you will pay taxes (except for Kavia's income taxes) and any other governmental fees or assessments arising out of or related to your Subscription and/or use of the Solution/Services, as may be imposed, by way of example and without limitation, by the United State Federal Government and/or by one or more state and/or local jurisdictions (often based upon where you are located and/or use the Solution/Services).

7. Term and Termination.

7.1 Term. The term of this Agreement shall commence on the Effective Date and shall, unless terminated earlier in accordance with the provisions of this Agreement, remain in force through and until the end of your Subscription.

7.2 Termination. Notwithstanding anything herein to the contrary, Kavia may decide (in its sole and absolute discretion) to reject your request to renew or extend the term of your Subscription (for any reason, including convenience). In addition, and notwithstanding anything herein to the contrary, Kavia may terminate this Agreement immediately with or without notice to you should you or any of your Authorized Users violate, breach or fail to comply with any of these T&Cs (determined by Kavia in its sole and absolute discretion). You may terminate your Subscription by providing Kavia with written notice of termination at least thirty (30) days in advance of your desired termination date, and the termination will be effective thirty (30) days after Kavia receives the written notice (or on a later date if the notice so specifies). Termination of your Subscription shall not relieve you of your obligation to pay all fees owed by you under your Subscription (determined and payable through the date your Subscription terminates).

7.3 Effects of Termination. Upon expiration or termination of your Subscription for any reason: (a) all license rights granted to you by Kavia will immediately cease; and (b) you and all of your Authorized Users will promptly discontinue all use of the Services/Solution (and return to Kavia any Confidential Information related to Kavia that may be in your possession or control).

8. Warranties, Disclaimers and Your Assumption of All Risks.

KAVIA PROVIDES THE SOLUTION STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU AGREE THAT KAVIA IS NOT MAKING ANY WARRANTY THAT THE SOLUTION WILL BE ERROR FREE, OPERATE WITHOUT INTERRUPTION OR WILL FULFILL ANY OF YOUR PARTICULAR NEEDS, PURPOSES OR EXPECTATIONS. CONSISTENT WITH THE FOREGOING, KAVIA DOES NOT WARRANT OR GUARANTEE THE ACCURACY OR COMPLETENESS OF THE SOLUTION, THE SERVICES OR THE DEVELOPED WORKS GENERATED BY YOUR USE OF THE SOLUTION/SERVICES.

YOUR USE OF, AND ANY OUTPUT GENERATED BY, THE SOLUTION OR SERVICES IS ENTIRELY AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, AS WELL AS ANY LOSS OF DATA THAT MAY RESULT FROM THE USE OR DOWNLOADING OF ANY OUTPUT GENERATED OR CREATED BY YOUR USING THE KAVIA SOLUTION OR SERVICES.

FURTHERMORE, UNDER NO CIRCUMSTANCES WILL KAVIA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM ANY UNAUTHORIZED ACCESS OR USE OF THE SOLUTION OR YOUR ACCOUNT OR YOUR ACCOUNT INFORMATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KAVIA HAS RESPONSIBILITY NOR ASSUMES LIABILITY FOR ANY (A) PROPERTY DAMAGE OR PERSONAL INJURY OF ANY TYPE WHATSOEVER THAT MAY RESULT FROM YOUR USE OF THE SOLUTION OR THE SERVICES; (B) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (C) ANY MALWARE OR COMPUTER VIRUSES OF ANY KIND THAT MAY BE TRANSMITTED IN CONNECTION WITH OR WHEN USING THE SOLUTION OR SERVICES; (D) ANY UNAUTHORIZED ACCESS TO OR USE OF KAVIA'S SERVERS OR ANY OF THE PII CONTAINED THEREIN.

KAVIA, TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, HEREBY DISCLAIMS ALL OTHER WARRANTIES FOR THE SOLUTION, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

KAVIA PROVIDES NO WARRANTIES WITH RESPECT TO THIRD PARTY SOFTWARE AND OPEN SOURCE SOFTWARE. LICENSEE SHALL HAVE THE BENEFIT OF ANY THIRD-PARTY WARRANTIES, SERVICE AGREEMENTS AND INFRINGEMENT INDEMNITIES CONTAINED IN THE PURCHASE AGREEMENTS OR LICENSES APPLICABLE TO THE THIRD-PARTY SOFTWARE AND OPEN SOURCE SOFTWARE.

YOU ACKNOWLEDGE AND AGREE THAT WHEN USING THE SOLUTION AND/OR THE SERVICES, THE RESULTING OUTPUT (E.G., THE DEVELOPED WORK) THAT YOU GENERATE, CREATE AND/OR RECEIVE WILL CONTAIN MATERIAL CREATED BY COMMERCIALLY SOURCED ARTIFICIAL INTELLIGENCE BASED LARGE LANGUAGE MODELS, AND THAT YOU ARE THEREFORE GENERATING AND USING ANY A RESULTING OUTPUT YOU HAVE CREATED WHEN USING THE SOLUTION ENTIRELY AT YOUR OWN RISK (THE "LLM OUTPUT MATERIAL").

CONSISTENT WITH THE FOREGOING, LICENSEE ACKNOWLEDGES AND AGREES THAT THE LLMS USED BY KAVIA IN CONNECTION WITH THE SOLUTION ARE LLM'S THAT ARE GENERALLY CONSIDERED TO BE WELL DEVELOPED BY INDUSTRY LEADERS INVOLVED IN CREATING LLMS (E.G., CREATED AND UNDERGOING MODIFICATIONS AND IMPROVEMENTS BY COMPANIES SUCH AS AND SIMILAR TO ANTHROPIC (CLAUDE), OPENAI (GPT), GOOGLE (GEMINI), MICROSOFT (PHI), META (LLAMA), PERPLEXITY (PPLX), MISTRAL AI (MISTRAL)), AND THAT KAVIA MAY, FROM TIME TO TIME, AS IMPROVEMENTS AND NEW VERSIONS ARE MADE AVAILABLE COMMERCIALLY, CHANGE THE LLMS USED IN THE SOLUTION (KAVIA SHALL, UPON WRITTEN REQUEST MADE NOT MORE THAN TWICE IN ANY TWELVE MONTH PERIOD, PROVIDE LICENSEE WITH A THEN CURRENT AND UPDATED LIST OF THE LLMS USED IN AND BY KAVIA'S SOLUTION).

9. Limitation Of Liability.

NEITHER KAVIA NOR ITS OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, REPRESENTATIVES SUPPLIERS OR LICENSORS SHALL BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, FAILURE OF SECURITY MECHANISMS, HACKING, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING FOR LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

THE LIMITATIONS OF LIABILITY SET FORTH HEREIN APPLY AND EXTEND ANY AND ALL MATTERS INVOLVING THE SOLUTION AND THE SERVICES, AND LIMIT KAVIA'S LEGAL LIABILITY WITH RESPECT TO ALL LEGAL CLAIMS, WHETHER OR NOT SPECIFICALLY DESCRIBED HEREIN.

FURTHERMORE, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN THE EVENT KAVIA IS DETERMINED TO BE LIABLE FOR DIRECT DAMAGES BY A COURT OF LAW (OR PURSUANT TO A BINDING ARBITRATION, IF APPLICABLE)(EACH BEING A "FACT FINDER"), THEN, AFTER ALL APPEALS HAVE BEEN PURSUED BY KAVIA, AND NOTWITHSTANDING ANY DETERMINATION AS TO THE AMOUNT OF ACTUAL DAMAGES BY A FACT FINDER, KAVIA'S ENTIRE LIABILITY TO LICENSEE SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE TO KAVIA DURING THE SIX (6) MONTHS PRECEDING THE EVENT OR INCIDENT THAT GAVE RISE TO SUCH CLAIM; PROVIDED FURTHER HOWEVER, THAT NOTWITHSTANDING ANYTHING HEREIN CONTAINED TO THE CONTRARY, KAVIA SHALL HAVE ABSOLUTELY NO LIABILITY WHATSOEVER FOR, RELATED TO OR ARISING FROM THE CREATION OF A DEVELOPED WORK.

IN ADDITION, IF YOU ARE A CALIFORNIA RESIDENT, BY USING THE SOLUTION AND AGREE TO THESE TERMS AND CONDITIONS, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH STATES:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

FURTHERMORE, ACKNOWLEDGING AND WITH THE FOREGOING IN MIND, YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO ANY CLAIMS YOU MAY HAVE AGAINST KAVIA, ITS OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, REPRESENTATIVES SUPPLIERS OR LICENSORS.

YOU AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 8 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. Licensee's Indemnification Obligation.

You shall indemnify and hold harmless Kavia, its officers, directors, employees, agents, representatives (the "Kavia Parties"), and licensors from, and, at your expense, shall promptly defend Kavia against any and all losses, damages or expenses (including related legal costs) that Kavia incurs or becomes liable for as a result of: (i) any breach by you or by any of your Authorized Users (or by those agents, representatives or others for whom you are legally responsible as it relates to their conduct and the liability arising therefrom) of any of the terms of this Agreement; (ii) any negligent, reckless or willful act or omission by you or by any of your Authorized Users (or by those agents or others for whom you are legally responsible as it relates to their conduct and the liability arising therefrom); (iii) any failure by you or by any of your Authorized Users (or by those agents or others for whom you are legally responsible as it relates to their conduct and the liability arising therefrom) to comply with applicable laws in performing under this Agreement; (iv) any misuse by you or by any of your Authorized Users (or by those agents or others for whom you are legally responsible as it relates to their conduct and the liability arising therefrom) of the Services/Solution or of the Documentation; (v) any Content uploaded into the Solution by you (or your authorized Users) that infringes any Intellectual Property Rights of any third party; or (vi) any claim made against Kavia by any third party for which Kavia is not liable under this Agreement, and which arises as a consequence of use of the Solution by you or by any of your Authorized Users (or by its agents or others for whom are legally responsible as it relates to their conduct and the liability arising therefrom). You shall reimburse Kavia for its expenses under this Section promptly and as they are incurred. Kavia shall have the right, at its own expense, to participate in the defense of any claim, action or proceeding against which it is indemnified hereunder. You agree you will not, in the defense of any such claim, action, or proceeding arising under this Section, except with the written consent of Kavia obtained in advance, enter into any settlement which adversely affects Kavia's rights or which does not include, as an unconditional term, a full and complete release granted to Kavia with respect to any and all liabilities associated with or related to such set of claims, causes of action, or legal proceedings.

11. DMCA Compliance Matters.

Kavia seeks to ensure that Intellectual Property Rights are respected and commits to adhere to and comply with the Digital Millennium Copyright Act (DMCA). If you have a DMCA matter involving Kavia, or believe that Kavia has materials that are accessible on or are published/posted on the Kavia website, and those materials infringe valid copyrights with respect to which you are authorized to object to such use and/or to act for and on behalf of the copyright owner, please contact us at dcmalegal@kavia.ai and provide the following in your notification to Kavia:

(1) A physical or electronic signature of the copyright holder or a person authorized to act on behalf of the copyright holder.

(2) Identification of the specific copyrighted work(s) claimed to have been infringed.

(3) Identification of the material that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Kavia to locate the material (e.g. URL).

(4) Information reasonably sufficient to permit Kavia to contact you, such as an address, telephone number and e-mail address.

(5) A statement that you, as the complaining party, have a good faith belief that the material in question is being used in a manner that is not authorized.

(6) A statement that the information in your notification email or written notice attached thereto is accurate, and under penalty of perjury, that you (or as authorized on behalf

12. General/Miscellaneous Provisions.

12.1 Notices. Excepting email notices expressly stated as permissible elsewhere herein (e.g., email communications regarding a termination of a Subscription), written notices related to and/or provided for in this Agreement (which a party hereto may be required to prove or establish as having been delivered or communicated to the other party) shall be given or made by mailing a written form of such notice or communication (a) via certified or registered U.S. Mail, return receipt requested, or (b) via a reputable national overnight tracked package courier service (e.g., U.S. Express Mail, FedEx, UPS Overnight) to the address identified or described/set forth below (or such other address as may be designated by each party in writing to the other in accordance with the provisions of this subparagraph); provided that if Licensee fails to provide a working physical address, but provides an email address, then notice to Licensee's email address shall constitute, the day sent to Licensee, written notice hereunder. Except as otherwise provided for with respect to the delivery of notices by email, all such notices or communications shall be deemed to have been duly given the day after being sent by overnight courier service or, if mailed, five (5) days after mailing, postage prepaid, to the address set forth herein (or such later address as may have been designated pursuant to the foregoing notice provisions).

12.2 Dispute Resolution. You agree that if a dispute that arises under this Agreement which cannot be resolved within thirty (30) days by good-faith negotiations between the parties, Kavia may, if Kavia elects (such election in Kavia's sole and absolute discretion) initiate and seek to resolve said dispute using mandatory mediation, which shall be conducted in the City of San Francisco, State of California, using a single mediator accredited and chosen by the Judicial Arbitration and Mediation Services, Inc. ("JAMS"). If so elected, said mediation shall take place within sixty (60) days after submission to JAMS, and it shall last no longer than ten (10) hours on one (1) working day, unless the parties agree to an extension of the mediation. The mediator shall apply U.S. and California law to the substantive issues and the JAMS' Rules for Commercial Mediation to the procedural issues. The parties shall bear their own costs for the mediation, and they shall split equally the costs of the mediator. The resolution proposed by the mediator shall be binding with the consent of the parties, and it shall be submitted to any state or federal court in Santa Clara County, California for enforcement, which courts, the parties agree, have exclusive jurisdiction and venue for adjudication of disputes under this Agreement. If one or both parties is not satisfied with the result proposed by the mediator, such party or Parties shall have the right to file suit in any court having jurisdiction in San Francisco or San Mateo County, California. Notwithstanding the foregoing, in circumstances of breach or alleged breach, the affected party may apply for injunctive relief at any time to any court having jurisdiction. You hereby waive any and all objections to jurisdiction of said courts with respect to any action instituted against them as provided herein and agree not to assert any defense based on lack of jurisdiction. You also waive personal service of any and all process upon you and consent that all such service of process shall be made by certified mail directed to you at the addresses provided in your Subscription.

12.3 No Agency or Joint Venture. Nothing in this Agreement shall be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties, and you agree that you do not have the power to bind Kavia or incur obligations on Kavia's behalf without an express consent in a writing signed by an authorized officer of Kavia.

12.4 No Right to Assign/Transfer. You may not assign or transfer this Agreement or its rights and obligations under this Agreement.

12.5 Export Restrictions/Use in United States. You agree that the Services and the Solution are made available, hosted in, and provided in and from the United States, and that Kavia is not making any representations that the Solution or Services are available to or may be lawfully used in sovereign nations and/or legal jurisdictions outside of the United States (and that if you do so, you are legally responsible to comply with all applicable laws and regulations, including US laws and regulations, e.g., US export and import regulations). You acknowledge and agree, that you may not use the Solution or Services if you are a located in or are a citizen or resident of a foreign country that is subject to an embargo or other use prohibition (e.g., lawful court order) promulgated or issued by the United States.

12.6 Force Majeure. Any delay in or failure of performance by either party under this Agreement, other than a failure to pay amounts when due, shall not be considered a breach of this Agreement and shall be excused to the extent caused by any occurrence beyond the reasonable control of such party.

12.7 Attorneys' Fees. If any legal action is brought in connection with or to enforce this Agreement, the prevailing party shall be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.

12.8 Successors and Assigns/Waiver. This Agreement benefits and is binding upon each Party hereto and his or her principals, transferees, subsidiaries, affiliates, partners, members, shareholders, successors and assigns. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights.

12.9 Governing Law/Severability/Headings/Counterparts/No Strict Construction. This Agreement will be governed by and construed under the laws of the State of California without regard to its conflict of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. Each provision of this Agreement, whether or not contained in separate paragraphs, shall be considered to be separable. If any such provision or any part thereof is determined for any reason to be invalid, unenforceable, or contrary to any existing or future applicable law or judicial ruling, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid, but, in such event, this Agreement shall be construed and enforced in all respects as if such invalid or unenforceable provision or provisions had been omitted. The paragraph headings contained herein are for the convenience of the parties only and shall not affect the interpretation or meaning of this Agreement. This Agreement may be signed in counterparts by the parties and shall be valid and binding on each Party as if all Parties had executed one copy. The language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction will be applied against any Party.

12.10 Entire Agreement/Right to Consult Legal Counsel. These T&Cs (as updated from time to time) constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. You acknowledge that you have the opportunity to consult with your own legal counsel, and that you have read, understand, and agree with the term and conditions set forth in these T&Cs, that these T&Cs define your rights and obligations, and that, with full understanding of this, your use of the Solution reflects and evidence your agreement to the terms set forth herein.