Apeironix Master Services Agreement

Apeironix Inc. Master Services Agreement (MSA)

Date Prepared: October 27, 2025

This Master Services Agreement governs Customer’s acquisition and use of Apeironix Services. Capitalized terms have the definitions set forth herein.

If Customer registers for a free trial of Apeironix Services or for Free Services, the applicable provisions of this Agreement will also govern that free trial or those Free Services.

By accepting this Agreement, by (1) clicking a box indicating acceptance, (2) executing an Order Form that references this Agreement, or (3) using Free Services, Customer agrees to the terms of this Agreement. If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its Affiliates to these terms and conditions, in which case the term “Customer” shall refer to such entity and its Affiliates. If the individual accepting this Agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this Agreement and may not use the Services.

The Services may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.

Apeironix’s direct competitors are prohibited from accessing the Services, except with Apeironix’s prior written consent.

This Agreement was last updated on October 27, 2025. It is effective between Customer and Apeironix as of the date of Customer’s accepting this Agreement (the “Effective Date”).

1. Service

1.1 Provision of Purchased Services.

Apeironix will: (a) make the Services and Apeironix Content available to Customer pursuant to this Agreement, the applicable Order Forms, and Documentation; (b) provide standard Technical Support for the Services at no additional charge, and/or upgraded support if purchased, as specified in the Order Form or Section 14 (Service Level Agreement); (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Apeironix shall give advance electronic notice via email or the Platform); and (ii) any unavailability caused by circumstances beyond Apeironix’s reasonable control, including, for example, acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, strikes or other labor problems (other than those involving Apeironix employees), Internet service provider failures or delays, third-party service failures, or denial of service attacks; and (d) provide the Services in accordance with Applicable Laws governing Apeironix’s provision of Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), subject to Customer’s compliance with this Agreement.

1.2 User Accounts.

Customer is responsible for all actions taken on Users’ accounts and for ensuring all Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider at legal@apeironix.com if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.3 Feedback.

Customer may provide Feedback “AS IS”; Provider may use it freely without restriction or obligation.

1.4 Customer Content.

Provider may copy, display, modify, and use Customer Content only as needed to provide/maintain the Product. Customer is responsible for the accuracy, content, and legality of Customer Content, ensuring it is virus-free and that all necessary rights/consents are obtained.

2. Usage and Technical Parameters

2.1 General.

Customer’s access/use of Services is subject to usage, capacity, and technical limitations in this Section (“Usage Terms”), incorporated into all Order Forms. Limitations vary by subscription tier, Service module, or edition. Exceeding parameters may result in overage fees, throttling, or required plan upgrades.

2.2 AI Model and Data Usage.

(a) Permitted Use. Customer may use AI-powered components (e.g., data extraction, policy comparison, normalization, document classification, NLP, automation modules) (“AI Components”) solely for internal business operations per Documentation/functionality. (b) Prohibited Use. Without Provider’s written consent, Customer shall not: (i) use AI Components/Output to train, fine-tune, benchmark, or evaluate competing AI/automation systems; (ii) copy, extract, reverse engineer, decompile, or derive model architecture, weights, datasets, or algorithms; (iii) redistribute, sublicense, or resell AI-generated Outputs except for internal operations; or (iv) use AI Components in violation of Applicable Laws, data privacy, or export controls. (c) Ownership and Confidentiality. AI model structures, data pipelines, weights, training materials, and related IP are Provider’s exclusive property. AI-generated Outputs are Customer Content, subject to Section 4 (Data Ownership and Protection).

2.3 API Call and Transaction Limits.

(a) Rate Limits. Each Service tier includes API call, transaction, or concurrent session limits (“API Limits”) per Order Form/Documentation. (b) Enforcement. Provider may monitor usage. If exceeded, Provider may: (i) apply overage charges; (ii) throttle/queue requests for system stability; or (iii) require/recommend a higher tier. (c) Fair Usage Policy. Sustained/excessive overages may be a material breach if not remedied after notice.

2.4 Storage and Data Retention.

(a) Capacity and Periods. Each tier includes storage/retention limits per Documentation/Pricing Schedule. Customer manages allocations/settings within limits. (b) Overage and Expansion. If exceeded, Provider may: (i) invoice overage rates; (ii) offer paid storage/retention upgrades; or (iii) archive/delete excess data per Data Retention Policy after notice. (c) Data Retention Policy. Logs/backups retained only for security, legal, operational needs. Customer Content may be deleted post-termination/retention period unless agreed otherwise.

2.5 Monitoring and Enforcement.

Provider may monitor aggregate usage/performance to ensure compliance, maintain system integrity/security, and improve Services, per Privacy Policy and Applicable Data Protection Laws.

2.6 Modifications.

Provider may update Usage Terms for product improvements, capacity changes, or regulatory needs, posted at www.apeironix.com/legal/msa. Continued use after notice/posting constitutes acceptance.

3. Restrictions & Obligations

3.1 Restrictions on Customer.

Except as permitted, Customer shall not (nor allow others to): (a) reverse engineer, decompile, or access source code/model weights (except where laws prohibit restriction); (b) sell, sublicense, rent, or transfer Product access; (c) remove proprietary notices; (d) modify/derive works; (e) conduct security/vulnerability tests or circumvent access controls; (f) access unauthorized accounts/data; (g) develop competing products; (h) use for High Risk Activities or illegal purposes; (i) upload unauthorized Customer Content/Prohibited Data; or (j) exceed Use Limitations. Use must comply with Documentation.

3.2 Suspension.

Provider may suspend access if Customer: (a) has an undisputed balance overdue >30 days; (b) breaches Section 3.1; (c) materially impacts Product/others; (d) poses security risks; or (e) violates compliance needs (immediate if harmful). Provider will attempt notice when practical. Access reinstated upon resolution.

3.3 Customer Obligations.

Customer shall: (a) provide accurate Customer Content/access; (b) comply with Documentation/Laws; (c) maintain secure connections/passwords; (d) obtain consents for Personal Data; (e) be responsible for third-party services, links, or features integrated with or linked to the Product, which are subject to those providers’ terms and used at Customer’s risk, with Provider not liable for their acts or omissions; (f) review/verify Output; and (g) indemnify per Section 10. Customer liable for Users’ acts.

4. Data Ownership and Protection

4.1 Ownership.

Customer retains ownership of Customer Content and Output. Customer grants Provider a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and use Customer Content/Output to provide/maintain/secure/support Services and provide requested features. Provider retains all rights in Product, Usage Data, and ML Improvements.

4.2 Machine Learning.

Provider may use aggregated/de-identified Customer Content/Usage Data to train/enhance AI/ML models (including third-party components). Customer authorizes this; Outputs may be inaccurate—not a human substitute.

4.3 Personal Data.

Before submitting Personal Data governed by Applicable Data Protection Laws (e.g., CCPA, PIPEDA), Customer must execute a DPA (Exhibit C – Draft V2). DPA terms control Personal Data over this Agreement.

4.4 Prohibited Data.

Customer shall not submit Prohibited Data unless authorized in Order Form. Provider may suspend processing or require removal if unauthorized.

4.5 Privacy and Security.

Provider maintains a Security Policy (Exhibit B – Draft V2: SOC 2 Type II, pen tests, encryption) compliant with Applicable Data Protection Laws (e.g., CCPA, PIPEDA). Data Incidents: prompt notice/cooperation. Provider may use aggregated/de-identified data for improvements.

4.6 Export/Deletion.

Customer may export Customer Content/Output during Subscription Period. Post-termination, upon request within 60 days, Provider makes data available for export; thereafter, may delete/de-identify (subject to legal holds/backups).

5. Payment & Taxes

5.1 Fees.

Customer pays Fees per Order Form (e.g., annual upfront; usage-based). Fees in U.S. Dollars unless specified, exclusive of taxes, non-refundable except prorated for valid termination. Provider may increase Fees with 30 days’ renewal notice.

5.2 Invoicing.

Usage-based Fees invoiced in arrears; other Fees in advance, per Payment Process.

5.3 Automatic Payment.

Provider may auto-charge card/payment method on file; Customer authorizes charges. Bills/transaction history available.

5.4 Taxes.

Customer pays all taxes (except Provider’s income taxes); indemnifies Provider. If withholding required, Customer grosses up payments.

5.5 Payment.

Fees/taxes due per Payment Process (net 30 days for invoices). Late payments: 1.5%-2% monthly interest (max by law). Provider may pursue collections and recover costs. No withholding/setoff.

5.6 Payment Dispute.

Notify Provider of disputes before due date or within 30 days of auto-payment; pay undisputed amounts. Resolve within 15 days or pursue remedies.

5.7 Free Trial Modifications.

During trials: no indemnity/support (except essentials); liability cap $1,000, as further detailed in Section 15.

6. Term & Termination

6.1 Order Form and Agreement.

Agreement starts on Order Date, continues through Subscription Period, auto-renews unless 60 days’ non-renewal notice.

6.2 Framework Terms.

Start on Effective Date, continue for one year or until all Order Forms end.

6.3 Termination.

Either Party may terminate for: (a) uncured material breach (30 days’ notice); (b) immediate notice for uncurable breach, insolvency, or bankruptcy (>60 days).

6.4 Force Majeure.

Either Party may terminate affected Order Form if Force Majeure Event prevents Product operation for 30+ days. Provider refunds prorated prepaid Fees. Payment obligations not excused.

6.5 Effect of Termination.

Framework Terms termination ends all Order Forms. Access ceases; Customer exports data (60-90 days, at cost); Provider deletes thereafter; final payments due; prorated refunds only for valid termination.

6.6 Survival.

Sections 1.3, 1.4, 2 (except 2.2(a)), 4, 5 (for accrued Fees), 6.5-6.6, 7-15, and referenced Cover Page portions survive. Confidential Information retained per backup policies remains subject to Sections 4 and 11.

7. Representations & Warranties

7.1 Mutual.

Each Party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of its jurisdiction; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights; and (d) it will comply with Additional Warranties in the Order Form.

7.2 From Customer.

Customer, Users, and submitters have all rights necessary to submit Customer Content and allow its use as described. Customer Content is lawful, virus-free, with all consents obtained. Neither Customer nor Users will knowingly introduce viruses/malicious code into Provider’s systems.

7.3 From Provider.

Provider will not materially reduce Cloud Service functionality during Subscription Period.

7.4 Provider Warranty Remedy.

For Section 7.3 breach, Customer notifies within 45 days; Provider attempts fix within 45 days. If unresolved, Customer may terminate Order Form for prorated refund—sole remedy.

8. Disclaimer of Warranties

8.1 Product is “AS IS” except for Section 7 warranties.

No guarantees of safety, security, error-free operation, or uninterrupted function. Both Parties disclaim implied warranties (merchantability, fitness, title, non-infringement). Beta Products “AS IS”; no Section 7.3 warranty. Disclaimers apply to maximum extent permitted by Applicable Laws.

9. Limitation of Liability

9.1 Liability Caps.

(a) Except per Section 9.4, total cumulative liability capped at General Cap Amount (Fees paid/payable in prior 12 months; min. $100). (b) Increased Claims capped at Increased Cap Amount.

9.2 Damages Waiver.

No liability for lost profits/revenues, consequential, special, indirect, exemplary, punitive, or incidental damages, even if advised.

9.3 Applicability.

Caps/waivers apply to all liability (tort, contract, statutory).

9.4 Exceptions.

Section 9.1(a) excludes Increased Claims; 9.1 excludes Unlimited Claims (e.g., payment obligations, willful misconduct, IP indemnity). Section 9.2 excludes Increased Claims, Section 11 breaches. No limit where prohibited by Applicable Laws.

10. Indemnification

10.1 By Provider.

Provider defends Customer against Provider Covered Claims (Product infringes U.S. patent/copyright/trade secret), pays judgments/settlements. Exclusions: Customer Content/mods/combos, unauthorized use, old versions. Remedy: defend/settle; replace/terminate with prorated refund. Sole remedy.

10.2 By Customer.

Customer defends Provider against Customer Covered Claims (Customer Content, Agreement/Law breaches, integrations), pays judgments/settlements.

10.3 Procedure.

Protected Party provides prompt notice, cooperation, cedes defense/settlement control (settlements needing fault/payment require consent). Exclusive remedies.

11. Confidentiality

11.1 Non-Use and Non-Disclosure.

Recipient uses Confidential Information only for Agreement purposes, protects with reasonable care (min. industry standard). Exclusions: public info, independently developed, received non-confidentially, or previously known.

11.2 Required Disclosures.

Recipient may disclose for governmental demands after notifying Discloser (unless prohibited) and cooperating in defense.

11.3 Confidential Period.

Obligations last 5 years post-receipt/Agreement end; trade secrets longer per Applicable Laws.

11.4 Permitted Disclosures.

Recipient may disclose to need-to-know Users/employees/advisors bound by equivalent confidentiality; Recipient remains liable.

12. Intellectual Property

12.1 Ownership and Reservation of Rights.

Except for the limited license in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, including software, models, algorithms, ML Improvements, and all related intellectual property (e.g., copyrights, trademarks, trade secrets, patents), whether developed before or after the Effective Date. Except for the limited rights in Section 1.4 (Customer Content) and Section 4.2 (Machine Learning), Customer retains all right, title, and interest in and to the Customer Content. No other rights are granted.

12.2 Copyright Infringement Notification & Digital Millennium Copyright Act.

Provider complies with the Digital Millennium Copyright Act (DMCA). If Customer believes any content in the Services infringes its copyrights, it may send a written notice to Provider’s designated agent at legal@apeironix.com, including: (a) a physical or electronic signature of the copyright owner or authorized person; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing, with sufficient detail to locate it; (d) Customer’s contact information (address, phone, email); (e) a statement that Customer has a good-faith belief the use is not authorized; and (f) a statement under penalty of perjury that the information is accurate and Customer is authorized to act.

Provider may remove allegedly infringing content and notify the submitter, providing an opportunity for counter-notification per DMCA procedures. Repeat infringers’ accounts may be terminated.

13. General Terms

13.1 Entire Agreement.

Agreement (Order Forms, DPA, policies) is sole agreement, superseding priors. Provider rejects Customer PO/vendor portal terms unless signed by authorized representative. Conflicts resolved: (1) Order Form; (2) DPA; (3) MSA; (4) policies; (5) Documentation.

13.2 Modifications, Severability, and Waiver.

Changes require signed writing. If any provision is found invalid by a court of competent jurisdiction, the invalidity shall not affect the remaining provisions, which remain in full force and effect. Non-enforcement not waiver; waivers effective only in writing.

13.3 Governing Law and Chosen Courts.

The laws of the State of Nevada, without regard to its conflict of laws provisions, govern all interpretations and disputes about this Agreement. The Parties will bring any legal suit, action, or proceeding (except those subject to arbitration) in the state or federal courts located in Washoe County, Nevada, and each Party irrevocably submits to the exclusive jurisdiction of these Chosen Courts.

13.4 Arbitration.

NOTICE OF BINDING ARBITRATION AND WAIVER OF CLASS ACTION: THIS AGREEMENT INCLUDES A MANDATORY BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER, WHICH LIMIT YOUR RIGHTS IN THE EVENT OF A DISPUTE RELATED TO THE SERVICES. You and Apeironix agree to submit any and all disputes arising out of or related to this Agreement or your use of the Services (each, a “Dispute”) to binding arbitration pursuant to the Federal Arbitration Act (Title 9 of the United States Code), which shall govern the interpretation and enforcement of this arbitration agreement (“Arbitration Agreement”). You and Apeironix waive the right to a trial by jury and any right to have a Dispute heard in court. Notwithstanding the foregoing, both you and Apeironix retain the right to bring an individual action in small claims court (if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis) and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of either Party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

In arbitration, Disputes are resolved by a neutral arbitrator instead of a judge or jury, discovery is more limited than in court, and the arbitrator’s decision is subject to limited review by courts. The arbitrator can award on an individual basis the same damages and relief as a court, including monetary damages, injunctive relief, and declaratory relief. Judgment on the arbitrator’s award may be entered in any court having jurisdiction thereof. A single arbitrator with the American Arbitration Association (“AAA”) will conduct the arbitration, and the award may not exceed the relief allowed by Applicable Laws. The arbitration will be conducted in Washoe County, Nevada, provided that if the value of the relief sought is $10,000 or less, you or Apeironix may elect to have the arbitration conducted by telephone or based solely on written submissions, which election will be binding on you and Apeironix, subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you or Apeironix may attend by telephone, unless the arbitrator requires otherwise. The AAA’s Consumer Arbitration Rules will apply. If AAA will not apply those rules, then AAA’s Commercial Arbitration Rules will apply. The AAA’s rules and a form that can be used to initiate arbitration proceedings are available at https://www.adr.org/. You and Apeironix agree that if for any reason AAA will not conduct or becomes unavailable to conduct the arbitration, then a court may appoint a substitute arbitrator, and further agree that the choice of AAA as a forum is not integral to the Arbitration Agreement.

The arbitrator will decide all issues relating to the enforceability, interpretation, scope, and application of this Arbitration Agreement (including “gateway” issues of arbitrability, whether the Arbitration Agreement is unconscionable or illusory and any defense to arbitration), and this Agreement, except that a court will resolve any question regarding the validity or enforceability of the class action waiver set forth in this Section. The term “Dispute” and the requirement to arbitrate will be broadly interpreted.

Arbitration Class Action Waiver. You and Apeironix agree that the arbitration will be conducted solely on an individual basis and not on a class, representative, consolidated, or private attorney general basis. A Dispute may not be consolidated with a claim brought or discovery by any person or entity that is not a party to the arbitration proceeding. The arbitrator may not award relief to any person or entity other than a party to the arbitration proceeding and may only award such relief as is necessary to provide relief to a party to the arbitration proceeding. If a court deems any portion of this Section invalid or unenforceable, then this Arbitration Agreement will be null and void.

Fees and Costs in Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules.

Non-Arbitration Class Action and Jury Waiver. You and Apeironix agree that if for any reason a Dispute proceeds in court rather than arbitration: (1) you and Apeironix waive any right to a jury trial; (2) the Dispute will proceed solely on an individual, non-class, non-representative basis; and (3) neither you nor Apeironix may be a class representative or class member or otherwise participate in any class, representative, consolidated, or private attorney general proceeding.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THIS ARBITRATION AGREEMENT WITHIN 30 DAYS FROM THE EARLIER OF: (1) THE DATE YOU ACCEPT THIS AGREEMENT, OR (2) THE DATE YOU FIRST AGREED OR ASSENTED TO AN AGREEMENT WITH APEIRONIX THAT CONTAINED AN ARBITRATION PROVISION. The opt-out notice must be postmarked no later than the applicable deadline and mailed to: legal@apeironix.com. The opt-out notice must state that you do not agree to this Arbitration Agreement and must include your name, address, phone number, and email address. This procedure is the only way you can opt out of this Arbitration Agreement, and failure to comply strictly with this procedure and the applicable deadline automatically will render the opt-out notice null and void. If you opt out of the arbitration provision, all other parts of this Arbitration Agreement will continue to apply.

13.5 Injunctive Relief.

Despite Section 13.3 (Governing Law and Chosen Courts), a breach of Section 11 (Confidentiality) or the violation of a Party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 11 or violation of a Party’s intellectual property rights, the non-breaching or non-violating Party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

13.6 Non-Exhaustive Remedies.

Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a Party.

13.7 Assignment.

Neither Party may assign any rights or obligations under this Agreement without the prior written consent of the other Party (not unreasonably withheld). However, either Party may assign this Agreement upon notice if the assigning Party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.

13.8 No Waiver.

Failure by either Party to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against a Party unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.

13.9 Headings.

The section headings are provided merely for convenience and shall not be given any legal import.

13.10 No Third-Party Beneficiary.

There are no third-party beneficiaries of this Agreement.

13.11 Survival.

The provisions of this Agreement relating to limitation of liability, indemnification, venue, choice of law, confidentiality, intellectual property, and any other provisions that by their nature should survive, will survive the termination of this Agreement.

13.12 Beta Products.

If Provider gives Customer access to a Beta Product, the Beta Product is provided “AS IS” and Section 7.3 (Representations & Warranty From Provider) does not apply. Customer acknowledges that Beta Products are experimental and may be modified or removed at Provider’s discretion with or without notice.

13.13 Logo Rights.

Provider may identify Customer as a customer and use Customer’s name and logo in marketing materials, websites, and presentations. Customer may opt out by written notice to legal@apeironix.com.

13.14 Notices.

Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address (for Provider: legal@apeironix.com; for Customer: the main email address on Customer’s account). Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.

13.15 Independent Contractors.

The Parties are independent contractors, not agents, partners, or joint venturers. Neither Party is authorized to bind the other to any liability or obligation.

13.16 Force Majeure.

Neither Party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligations to pay Fees.

13.17 Export Controls.

Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC’s Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Provider may terminate this Agreement immediately without notice or liability to comply, as determined in Provider’s sole discretion, with applicable export controls and sanctions laws and regulations.

13.18 Government Rights.

The Cloud Service and Software are deemed “commercial items” or “commercial computer software” according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.

13.19 Anti-Bribery.

Neither Party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

13.20 Titles and Interpretation.

Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.

13.21 Signature.

This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.

13.22 Electronic Notices and Communications.

Customer consents to receive any agreements, notices, disclosures, and other communications (collectively, “Notices”) from Provider electronically, including via email or by posting on the Platform or website. Customer agrees that all Notices provided electronically satisfy any legal requirement that such communications be in writing. Customer is responsible for maintaining a valid email address and ensuring delivery of Notices. Unless otherwise specified, Notices will be deemed given when sent by email or posted online. Customer may update its contact preferences in its Account settings or by contacting Provider at legal@apeironix.com.

13.23 No Agency or Employment Relationship.

Nothing in this Agreement creates any agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship between the Parties. Neither Party is authorized to act on behalf of the other or bind the other to any obligation.

13.24 Contacting Us.

If Customer has any questions about this Agreement, the Services, or its Account, please contact: Apeironix Inc. Email: legal@apeironix.com Phone: (888) 508-9495 Address: 6195 Ridgeview Ct., Suite F, Reno, NV 89519

14. Service Level Agreement

14.1 Applicability.

This Section applies only if an SLA tier is specified in the applicable Order Form. If no SLA tier is purchased, Services are provided on a commercially reasonable efforts basis without uptime or performance guarantees, as stated in Section 1.1(c).

14.2 Service Availability.

Apeironix will use commercially reasonable efforts to make the online Services available with a Monthly Uptime Percentage of at least 99.9% during each calendar month of the Subscription Period, excluding: (a) planned downtime (with at least 8 hours’ advance electronic notice via email or the Platform, typically scheduled outside regular business hours); (b) unavailability due to Customer’s actions or omissions (e.g., misuse, exceeding API Limits, unauthorized integrations); (c) unavailability caused by third-party services, links, or features; or (d) unavailability due to Force Majeure Events, including acts of God, government actions, natural disasters, civil unrest, terrorism, strikes (other than those involving Apeironix employees), Internet service provider failures, or denial of service attacks. “Monthly Uptime Percentage” is calculated as: [(total minutes in the month – downtime minutes) / total minutes in the month] x 100.

14.3 Support Response Times.

For Customers with a purchased SLA tier, Apeironix will provide Technical Support with the following response times for issues reported via email (resolve@apeironix.com) or the Platform’s support portal, based on severity: (a) Critical (Service unusable, no workaround): Initial response within 1 hour, resolution efforts ongoing until resolved or workaround provided. (b) High (Major functionality impaired, workaround available): Initial response within 4 business hours, resolution efforts within 24 hours. (c) Medium (Minor functionality impaired): Initial response within 8 business hours, resolution efforts within 48 hours. (d) Low (General inquiries, non-service impacting): Initial response within 24 business hours, resolution as mutually agreed. Business hours are 9:00 AM to 5:00 PM Pacific Time, Monday through Friday, excluding U.S. federal holidays. Standard support (no SLA tier) is provided during business hours without guaranteed response times.

14.4 Service Credits.

If Apeironix fails to meet the 99.9% Monthly Uptime Percentage in any calendar month for Customers with a purchased SLA tier, Customer is eligible for a service credit calculated as follows: (a) 99.5% to <99.9%: 5% of the monthly Fees for the affected Service. (b) 99.0% to <99.5%: 10% of the monthly Fees for the affected Service. (c) <99.0%: 15% of the monthly Fees for the affected Service. To receive a credit, Customer must submit a claim to support@apeironix.com within 30 days of the end of the affected month, including sufficient evidence (e.g., logs, timestamps). Apeironix will review claims and, if approved, apply credits to the next invoice or within 60 days if no further invoices are due. Credits are Customer’s sole and exclusive remedy for any failure to meet SLA commitments. Credits may not exceed 15% of the monthly Fees for the affected Service and are non-transferable, non-refunded except as part of a valid termination per Section 6.

14.5 Exclusions.

Service credits are not available for: (a) planned downtime; (b) unavailability due to Customer’s breach of this Agreement (e.g., exceeding API Limits, unauthorized use); (c) third-party service, link, or feature failures; (d) Force Majeure Events; or (e) Beta Products or free trial periods.

14.6 Modifications.

Apeironix may modify SLA terms with 30 days’ notice via email or the Platform, effective upon the next Subscription Period renewal. Continued use constitutes acceptance.

15. Free Trial and Free Services

15.1 Free Trial.

If Customer registers on Apeironix’s website for a free trial, Apeironix will make the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by Apeironix in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE EDITION TO PROFESSIONAL EDITION); THEREFORE, IF CUSTOMER PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CUSTOMER MUST EXPORT CUSTOMER DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLY LOST.

NOTWITHSTANDING THE “REPRESENTATIONS & WARRANTIES” SECTION AND “INDEMNIFICATION BY APEIRONIX” SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND APEIRONIX SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE APEIRONIX’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, APEIRONIX AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO APEIRONIX AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.

15.2 Free Services.

Apeironix may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that Apeironix, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that Apeironix will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if Apeironix terminates Customer’s account, except as required by law, Apeironix will provide Customer a reasonable opportunity to retrieve its Customer Data. NOTWITHSTANDING THE “REPRESENTATIONS & WARRANTIES” SECTION AND “INDEMNIFICATION BY APEIRONIX” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND APEIRONIX SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE APEIRONIX’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, APEIRONIX AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO APEIRONIX AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

16. Definitions

16.1 Defining Variables.

Variables have the meanings or descriptions given on a Cover Page. However, if the Order Form and the governing Framework Terms omit or do not define a Variable, the default meaning will be “none” or “not applicable” and the correlating clause, sentence, or section does not apply to that Agreement.

16.2 “Affiliate”

means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.

16.3 “Agreement”

means the Order Form between Provider and Customer as governed by the Framework Terms.

16.4 “Applicable Data Protection Laws”

means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer regarding Personal Data (e.g., CCPA, PIPEDA).

16.5 “Applicable Laws”

means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.

16.6 “Beta Product”

means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.

16.7 “Cloud Service”

means the Apeironix SaaS platform and any related software, features, tools, dashboards, APIs, integrations, ML/AI functionalities, and Support provided under an Order Form.

16.8 “Confidential Information”

means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement and the information on each Cover Page. Customer’s Confidential Information includes non-public Customer Content and Provider’s Confidential Information includes non-public information about the Product.

16.9 “Cover Page”

means a document that is signed or electronically accepted by the parties, incorporates these Standard Terms or is governed by the Framework Terms, and identifies Provider and Customer. A Cover Page may include an Order Form, Key Terms, or both.

16.10 “Covered Claim”

means either a Provider Covered Claim or Customer Covered Claim.

16.11 “Customer Content”

means data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback (including prompts, policy forms, submissions).

16.12 “Discloser”

means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.

16.13 “Documentation”

means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider.

16.14 “Embargoed Country”

means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.

16.15 “Feedback”

means suggestions, feedback, or comments about the Product or related offerings.

16.16 “Fees”

means the applicable amounts described in an Order Form.

16.17 “Force Majeure Event”

means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.

16.18 “Framework Terms”

means these Standard Terms, the Key Terms between Provider and Customer, and any policies and documents referenced in or attached to the Key Terms.

16.19 Reserved.

[Previously defined GDPR. All data protection terms, including any future GDPR compliance, are now fully governed by Exhibit C – Draft V2 (Data Processing Addendum).]

16.20 “High Risk Activity”

means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.

16.21 “Indemnifying Party”

means a party to this Agreement when the party is providing protection for a particular Covered Claim.

16.22 “Key Terms”

means a Cover Page that includes the key legal details and Variables for this Agreement. The Key Terms may include details about Covered Claims, set the Governing Law, or contain other details about this Agreement.

16.23 “ML Improvements”

means models, insights, weights, features, algorithms, and learnings developed from or informed by Usage Data, system telemetry, and de-identified/aggregated Customer Content.

16.24 “OFAC”

means the United States Department of Treasury’s Office of Foreign Assets Control.

16.25 “Order Form”

means a Cover Page that includes the key business details and Variables for this Agreement that are not defined in the Framework Terms. An Order Form includes the policies and documents referenced in or attached to the Order Form. An Order Form may include details about the level of access and use granted to the Cloud Service, length of Subscription Period, or other details about the Product.

16.26 “Personal Data”

will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.

16.27 “Product”

means the Cloud Service, Software, and Documentation.

16.28 “Prohibited Data”

means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; and (d) other similar categories of sensitive information as set forth in Applicable Data Protection Laws, including sensitive personal information under CCPA (e.g., racial or ethnic origin, religious beliefs, health data, sexual orientation, precise geolocation) or contextually sensitive data under PIPEDA (e.g., financial or health information requiring heightened consent).

16.29 “Protected Party”

means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.

16.30 “Recipient”

means a party to this Agreement when the party receives Confidential Information from the other party.

16.31 “Software”

means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.

16.32 “Standard Terms”

means these Common Paper Cloud Service Agreement Standard Terms Version 2.1, which are posted at https://commonpaper.com/standards/cloud-service-agreement/2.1/.

16.33 “Subscription Period”

means the period stated in the Order Form, including any renewals (initially 12 months, auto-renewing).

16.34 “Usage Data”

means data and information about the provision, use, and performance of the Product and related offerings based on Customer’s or User’s use of the Product (e.g., anonymized metrics, logs, telemetry).

16.35 “User”

means any individual who uses the Product on Customer’s behalf or through Customer’s account (Authorized Users: employees, contractors, or agents (not competitors) authorized by the Order Form).

16.36 “Variable”

means a word or phrase that is highlighted and capitalized, such as Subscription Period or Governing Law.