Software Subscription Agreement

1 DEFINITIONS

1.1 "Aggregated Data" means data, analytics, metrics, benchmarks, and usage information derived from the use of the Software Service that is de-identified and/or aggregated such that it does not identify Customer, any Authorized User, any inventor, or any specific matter.

1.2 "Authorized User" means an employee, individual contractor, or other individual authorized by Customer to access and use the Software Service solely for Customer's internal business purposes pursuant to Customer's purchased subscription, and who is assigned a unique user account.

1.3 "Confidential Information" means any non-public information disclosed by or on behalf of a Party to the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, including technical information, software, source code, object code, prompts, prompt chains, workflows, algorithms, product plans, security information, pricing, financial information, business plans, customer lists, and Customer Data. Provider's Confidential Information expressly includes the Software Service, Documentation, non-public features, prompts, prompt chains, templates, workflows, system architecture, and all performance, security, and technical information relating thereto.

1.4 "Customer Data" means any information, materials, content, data, documents, prompts, files, invention disclosures, templates, prior work product, drawings, and other materials submitted, uploaded, transmitted, imported, or otherwise provided by or on behalf of Customer or its Authorized Users to the Software Service, including Inputs. Customer Data does not include Provider Materials, Usage Data, Aggregated Data, or any Software Service Improvements.

1.5 "Documentation" means the usage guides, training materials, technical documentation, and specifications made available by Provider for the Software Service, as may be updated by Provider from time to time.

1.6 "Effective Date" means the effective date set forth in the applicable Order Form.

1.7 "Feedback" means any suggestions, ideas, enhancement requests, recommendations, corrections, comments, or other feedback regarding the Software Service or related offerings.

1.8 "Inputs" means prompts, instructions, source materials, matter data, invention disclosures, prior documents, data, or other content submitted by Customer or its Authorized Users to the Software Service for processing.

1.9 "Intellectual Property Rights" means all worldwide rights in and to patents, patent applications, inventions, copyrights, moral rights, trademarks, trade secrets, know-how, mask works, database rights, and other intellectual property or proprietary rights, whether registered or unregistered, including all applications, registrations, continuations, continuations-in-part, divisionals, reissues, reexaminations, extensions, and renewals thereof.

1.10 "Order Form" means an ordering document, statement of work, online order, or other ordering instrument executed by the Parties or accepted by Customer that references this Agreement and specifies, as applicable, the subscription term, fees, Seats, services, and other commercial terms.

1.11 "Outputs" means content, documents, drawings, text, suggestions, drafts, responses, or other materials generated or returned by the Software Service in response to Inputs. Outputs exclude any Provider Materials and do not include any ownership rights in the Software Service or underlying models, prompts, workflows, templates, logic, or know-how embedded in, reflected in, or used to generate such Outputs.

1.12 "Provider Materials" means the Software Service, Documentation, templates, boilerplate language, prompts, prompt chains, workflows, system instructions, user interfaces, dashboards, software, code, models, methods, logic, training materials, support materials, technical information, and all modifications, updates, derivatives, and improvements thereof.

1.13 "Seat" means the right for one (1) Authorized User to access and use the Software Service.

1.14 "Software Service" means any or all of Provider's software-as-a-service products identified in the applicable Order Form, including Patent Pioneer (AI-assisted patent drafting and prosecution), Patent Navigator (private portfolio intelligence), and Patent Atlas (patent analytics and competitive intelligence), together with all related hosted software services, features, functionality, APIs, templates, Documentation, and associated Microsoft Word, Visio, or other add-ins, and all updates, upgrades, modifications, and enhancements made available by Provider.

1.15 "Software Service Improvements" means any and all improvements, enhancements, modifications, derivative works, adaptations, updates, configurations, training methods, prompt refinements, workflow refinements, benchmarks, analytics, learnings, or other developments related to the Software Service, whether conceived, authored, developed, or reduced to practice by or on behalf of Provider, including those arising from or informed by Customer's use of the Software Service, Feedback, support interactions, or usage patterns, excluding Customer Data in its original identifiable form.

1.16 "Subscription Term" means the initial subscription term and any renewal terms set forth in the applicable Order Form or under Section 12 below.

1.17 "Usage Data" means operational, diagnostic, telemetry, and technical data relating to the provisioning, performance, support, security, integrity, and use of the Software Service.

2 ACCESS RIGHTS AND LICENSE

2.1 Subscription Right. Subject to this Agreement and the applicable Order Form, Provider grants Customer during the applicable Subscription Term a limited, revocable, non-exclusive, non-transferable, non-sublicensable right for its Authorized Users to access and use the Software Service solely for Customer's internal business purposes in connection with the drafting, review, and prosecution support of patent-related materials.

2.2 Scope of Use. Customer may use the Software Service only for its own internal business operations and not for the benefit of any third party, except that a law firm customer may use the Software Service internally in connection with legal services it provides to its own clients, provided that such use remains subject to this Agreement and does not grant any access rights to such clients or any other third parties. Customer shall not resell, sublicense, lease, distribute, assign, timeshare, outsource, service-bureau, or otherwise make the Software Service available to any third party.

2.3 Seat Limits. Customer shall ensure that access to the Software Service does not exceed the number of Seats purchased under the applicable Order Form. Each Seat is assigned to a single Authorized User and may not be shared. Customer may reassign a Seat to a replacement Authorized User, provided that the prior Authorized User's access is terminated promptly and the reassignment is not used to circumvent Seat limitations.

2.4 Provider Discretion. Provider may from time to time modify, update, enhance, replace, suspend, or discontinue any feature, functionality, model, integration, interface, or component of the Software Service, provided that Provider does not materially reduce the core functionality of the Software Service during a then-current paid Subscription Term in a manner that is unreasonable under the circumstances. Provider may determine in its sole discretion the cloud, hosting, model, infrastructure, security, and technical architecture used to provide the Software Service.

2.5 Setup and Training. If and to the extent expressly stated in the applicable Order Form, Provider shall provide implementation assistance, onboarding, setup assistance, training, or related services. Unless expressly set forth in an Order Form, Provider has no obligation to provide any implementation, migration, customization, or training services.

2.6 Affiliates. Customer's affiliates may use the Software Service only if expressly authorized in the applicable Order Form. Otherwise, each affiliate must execute a separate Order Form or agreement.

2.7 Reservation of Rights. Except for the limited rights expressly granted in this Agreement, no rights are granted to Customer by implication, estoppel, or otherwise. Provider and its licensors reserve all rights, title, and interest in and to the Provider Materials and all related Intellectual Property Rights.

3 CUSTOMER RESPONSIBILITIES

3.1 Account Responsibility. Customer is responsible for all acts and omissions of its Authorized Users and anyone who accesses the Software Service through Customer's accounts, credentials, systems, or environment. Customer shall maintain the confidentiality of all login credentials and promptly notify Provider of any actual or suspected unauthorized use or security incident involving the Software Service.

3.2 Customer Systems. Customer is responsible for obtaining and maintaining all hardware, software, internet connectivity, third-party software, internal systems, and other resources necessary for its Authorized Users to access and use the Software Service.

3.3 Inputs and Review. Customer is solely responsible for all Inputs, all Customer Data, all decisions made based on the Software Service, and all review, editing, validation, approval, and use of Outputs. Customer shall independently review and verify all Outputs before relying on, using, sending, or filing them. Customer acknowledges that Outputs may be incomplete, inaccurate, non-unique, non-confidential as between system users, biased, inconsistent, non-compliant, or otherwise unsuitable for Customer's intended purpose unless and until independently reviewed by qualified personnel.

3.4 Legal and Professional Responsibility. Customer is solely responsible for compliance with all legal, ethical, professional, and regulatory obligations applicable to Customer's business and use of the Software Service, including any obligations relating to patent prosecution, legal practice, attorney supervision, confidentiality, privilege, and professional review.

3.5 Restricted Data. Customer shall not submit to the Software Service any personal health information subject to HIPAA, payment card data subject to PCI DSS, classified information, export-controlled technical data requiring a license not disclosed to Provider in writing, or other highly regulated data, except with Provider's prior written consent and subject to any additional terms required by Provider.

4 FEES AND PAYMENT

4.1 Fees. Customer shall pay all fees set forth in each Order Form. Except as expressly stated otherwise in the applicable Order Form, all fees are quoted and payable in United States dollars, are invoiced in advance, and are non-cancellable and non-refundable.

4.2 Payment Method. As a condition of access to the Software Service, Customer shall maintain a valid, active payment method approved by Provider, including ACH, bank transfer, or such other method as Provider may permit. If Customer elects or is permitted to pay by credit card, Provider may add a processing surcharge to the extent permitted by law.

4.3 Authorization. Customer authorizes Provider and its payment processors to charge or debit Customer's designated payment method for all fees, renewals, overages, taxes, surcharges, and other amounts due under this Agreement and the applicable Order Form.

4.4 Taxes. Fees do not include taxes, duties, levies, tariffs, withholdings, or similar governmental assessments of any nature, including sales, use, value-added, or withholding taxes, all of which are Customer's responsibility, excluding taxes based on Provider's net income.

4.5 Late Payments. If Customer fails to pay any amount when due, Provider may, without limiting its other rights and remedies, charge interest on the overdue amount at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate, suspend Customer's access to the Software Service, accelerate unpaid amounts, and recover all reasonable costs of collection, including attorneys' fees and expenses.

4.6 No Setoff. Customer shall make all payments without setoff, recoupment, deduction, or withholding of any kind, except to the extent required by law.

4.7 Fee Changes. Unless otherwise stated in an Order Form, Provider may increase fees for any renewal term upon written notice to Customer given at least thirty (30) days before the start of the renewal term.

4.8 Purchase Orders. If Customer issues a purchase order or similar document in connection with this Agreement or any Order Form, such document is for Customer's internal administrative purposes only, and any terms or conditions contained therein that are inconsistent with or additional to this Agreement or the applicable Order Form are void and of no effect.

5 OWNERSHIP; DATA RIGHTS; LICENSES

5.1 Provider Ownership. As between the Parties, Provider and its licensors own and retain all right, title, and interest in and to the Provider Materials, Software Service Improvements, Usage Data, Aggregated Data, Documentation, Feedback, and all related Intellectual Property Rights. No ownership rights are transferred to Customer under this Agreement.

5.2 Customer Ownership of Customer Data. As between the Parties, Customer owns all right, title, and interest in and to Customer Data, subject to the rights granted by Customer to Provider under this Agreement.

5.3 Outputs. Subject to Customer's payment of all fees and compliance with this Agreement, and as between the Parties, Provider assigns to Customer whatever right, title, and interest, if any, Provider may have in Outputs that are generated uniquely for Customer from Customer's Inputs, excluding in all cases any Provider Materials, Software Service Improvements, templates, boilerplate, prompts, prompt chains, workflows, know-how, methods, models, algorithms, interfaces, and other underlying technology or materials embodied in, reflected in, or used to generate such Outputs. To the extent any Provider Materials are incorporated into Outputs, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to use such Provider Materials solely as embedded in Outputs for Customer's internal business purposes.

5.4 License to Customer Data. Customer grants Provider and its affiliates, subcontractors, subprocessors, hosting providers, model providers, and service providers a worldwide, non-exclusive, royalty-free license during the Subscription Term and thereafter as reasonably necessary to host, copy, transmit, process, store, display, modify, create temporary derivative works from, and otherwise use Customer Data solely to provide, operate, secure, maintain, support, monitor, improve, and enforce the Software Service and this Agreement.

5.5 Aggregated Data and Usage Data. Provider may collect, generate, use, disclose, commercialize, and otherwise exploit Usage Data and Aggregated Data for any lawful business purpose, including analytics, benchmarking, product development, operations, security, training, testing, support, and improvement of the Software Service and other products and services, provided that Provider does not identify Customer or any specific matter in externally disclosed Aggregated Data.

5.6 Feedback. If Customer or any Authorized User provides Feedback, Customer hereby irrevocably assigns to Provider all right, title, and interest in and to such Feedback, and to the extent any such rights cannot be assigned, Customer grants Provider a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right and license to use and exploit such Feedback without restriction or obligation.

5.7 No Implied Restrictions on Improvement. Nothing in this Agreement restricts Provider from developing, using, marketing, licensing, or providing products, services, features, models, prompts, workflows, or functionality that compete with or are similar to those contemplated by Customer, so long as Provider does not disclose Customer's Confidential Information in breach of this Agreement.

6 CONFIDENTIALITY

6.1 Confidentiality Obligations. Each receiving Party shall: (a) use the disclosing Party's Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement; (b) protect such Confidential Information using at least a reasonable degree of care, and in no event less than the degree of care it uses to protect its own similarly sensitive information; and (c) not disclose such Confidential Information to any third party except to its employees, contractors, advisors, affiliates, and service providers who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein.

6.2 Exclusions. Confidential Information does not include information that the receiving Party can demonstrate: (a) is or becomes generally available to the public through no breach of this Agreement; (b) was lawfully known to the receiving Party without restriction before disclosure by the disclosing Party; (c) is lawfully received by the receiving Party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

6.3 Compelled Disclosure. The receiving Party may disclose Confidential Information to the extent required by law, regulation, court order, or governmental request, provided that, to the extent legally permitted, it gives the disclosing Party prompt notice and reasonably cooperates, at the disclosing Party's expense, in any effort to seek confidential treatment or limit the disclosure.

6.4 Injunctive Relief. Customer acknowledges that unauthorized use or disclosure of Provider's Confidential Information, including the Software Service, Documentation, prompts, prompt chains, templates, workflows, or other Provider Materials, may cause irreparable harm for which monetary damages may be inadequate. Provider shall be entitled to seek immediate injunctive or other equitable relief, without bond, in addition to any other remedies available at law or in equity.

6.5 Residuals. Nothing in this Agreement shall restrict Provider from using information retained in the unaided memory of its personnel, provided that this Section does not permit disclosure of Customer's Confidential Information in violation of this Agreement.

7 RESTRICTIONS

7.1 General Restrictions. Customer shall not, and shall not permit any third party to: (a) copy, modify, translate, adapt, or create derivative works of the Software Service or Documentation, except as expressly permitted herein; (b) reverse engineer, decompile, disassemble, decrypt, extract, scrape, sniff, or otherwise attempt to discover or derive any source code, object code, underlying ideas, non-public APIs, models, prompts, prompt chains, workflows, algorithms, structure, or trade secrets of the Software Service; (c) sell, resell, license, sublicense, lease, lend, distribute, transfer, assign, or otherwise make the Software Service available to any third party; (d) use the Software Service for service bureau, outsourcing, managed service, or third-party hosting purposes; (e) remove, obscure, or alter any proprietary notices or labels; (f) use the Software Service in violation of law, professional obligations, or third-party rights; (g) upload or transmit viruses, malware, malicious code, or harmful content; (h) interfere with or disrupt the integrity, performance, or security of the Software Service; (i) attempt to gain unauthorized access to the Software Service or related systems; (j) circumvent authentication, rate limits, access controls, or usage restrictions; (k) benchmark or publicly disclose the results of any performance, security, or comparative testing of the Software Service without Provider's prior written consent; (l) use the Software Service or any Output, Provider Materials, or Confidential Information to develop, train, validate, fine-tune, benchmark, or improve any competing product, service, model, or offering; (m) use the Software Service to create a dataset, corpus, or model training set; or (n) use the Software Service other than in accordance with the Documentation and this Agreement.

7.2 Monitoring and Enforcement. Provider may monitor use of the Software Service for security, operational, billing, support, compliance, and enforcement purposes. If Provider reasonably believes Customer has exceeded authorized use or breached this Agreement, Provider may require Customer to cooperate in confirming compliance and may suspend access, invoice for excess usage, or exercise any other rights and remedies available under this Agreement or law.

7.3 Audit and Certification. Upon reasonable prior notice and no more than once annually, and more frequently if Provider reasonably suspects a material breach, Customer shall provide reasonable information and written certification confirming its compliance with this Agreement, including Seat usage. If an audit or certification reveals underpayment, excess Seats, or unauthorized use, Customer shall promptly pay the applicable fees, including retroactive fees for excess use, together with interest if overdue.

8 THIRD-PARTY SERVICES; AI-SPECIFIC TERMS

8.1 Third-Party Services. The Software Service may utilize, interoperate with, or depend upon third-party hosting providers, infrastructure providers, software, APIs, artificial intelligence models, model providers, and other third-party services ("Third-Party Services"). Provider may add, remove, or change Third-Party Services at any time in its discretion.

8.2 No Responsibility for Third-Party Services. Provider is not responsible for Third-Party Services or any acts, omissions, outages, model changes, output variations, performance issues, security incidents, or other failures caused by or attributable to Third-Party Services, except to the extent resulting from Provider's failure to use reasonable care in selecting or configuring such Third-Party Services for the Software Service.

8.3 AI Limitations. Customer acknowledges that artificial intelligence and machine-learning systems are probabilistic and may generate incorrect, incomplete, misleading, non-unique, biased, or offensive results. Provider does not warrant that Outputs will be accurate, complete, patentable, enforceable, non-infringing, novel, unique, available for protection, compliant with any patent office rule, or suitable for filing, legal use, or any other purpose. Customer is solely responsible for all human review and professional judgment.

8.4 No Legal Advice; No Attorney-Client Relationship. Provider is not providing legal advice to Customer under this Agreement, and use of the Software Service does not constitute the provision of legal services by Provider to Customer. No attorney-client relationship is formed between Provider and Customer by virtue of this Agreement or Customer's use of the Software Service.

8.5 Output Similarity. Due to the nature of machine learning and artificial intelligence, outputs generated for other users may be similar or identical to Outputs, and nothing in this Agreement limits Provider's or other users' rights in independently generated content, except as otherwise expressly set forth herein.

9 WARRANTIES; DISCLAIMERS

9.1 Limited Authority Warranty. Each Party represents that it has the authority to enter into this Agreement.

9.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE SERVICE, OUTPUTS, PROVIDER MATERIALS, DOCUMENTATION, SUPPORT, SETUP, TRAINING, AND ALL RELATED PRODUCTS AND SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, RELIABILITY, QUIET ENJOYMENT, OR THAT THE SOFTWARE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL CODE.

9.3 No Service Levels. Unless expressly set forth in an Order Form signed by Provider, Provider does not provide any service level agreement, uptime commitment, support response time commitment, disaster recovery commitment, or guaranteed availability.

9.4 No Reliance. Customer acknowledges that it has not relied on any representation, warranty, statement, demonstration, projection, or commitment not expressly set forth in this Agreement or an Order Form signed by Provider, including any commitment regarding future features or functionality.

10 INDEMNIFICATION

10.1 Provider IP Indemnity. Provider shall defend Customer against any third-party claim brought against Customer alleging that the Software Service, when used by Customer in accordance with this Agreement and the applicable Documentation, directly infringes a United States patent, copyright, or trade secret, and Provider shall pay those damages finally awarded by a court of competent jurisdiction or agreed in a settlement signed by Provider, provided that Customer: (a) promptly notifies Provider in writing of the claim; (b) grants Provider sole control of the defense and settlement; and (c) reasonably cooperates in the defense at Provider's expense.

10.2 Exclusions from Provider Indemnity. Provider shall have no obligation under Section 10.1 to the extent any claim arises from or relates to: (a) Customer Data, Inputs, or Outputs; (b) Customer's or any Authorized User's use of the Software Service in violation of this Agreement, the Documentation, or applicable law; (c) modification of the Software Service by anyone other than Provider; (d) use of the Software Service in combination with software, services, data, content, systems, or materials not provided or approved in writing by Provider, if the claim would not have arisen but for such combination; (e) Customer's continued use of the allegedly infringing Software Service after Provider has provided a non-infringing replacement, modification, or workaround; (f) compliance by Provider with Customer's designs, specifications, instructions, or requirements; or (g) any Third-Party Services.

10.3 Provider Remedies. If Provider reasonably believes the Software Service may become the subject of an infringement claim, Provider may, at its option and expense: (a) modify the Software Service so that it becomes non-infringing; (b) obtain the right for Customer to continue using the affected Software Service; or (c) terminate the affected portion of the Software Service and refund to Customer any prepaid fees for the terminated portion attributable to the unused remainder of the then-current Subscription Term. THIS SECTION 10 STATES CUSTOMER'S EXCLUSIVE REMEDY, AND PROVIDER'S SOLE LIABILITY, FOR ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION CLAIM.

10.4 Customer Indemnity. Customer shall defend, indemnify, and hold harmless Provider, its affiliates, and their respective partners, members, managers, officers, employees, contractors, agents, successors, and assigns from and against any and all claims, actions, proceedings, damages, liabilities, losses, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data, Inputs, or Outputs; (b) Customer's or any Authorized User's use of the Software Service; (c) Customer's breach of this Agreement; (d) Customer's violation of applicable law, professional obligations, or third-party rights; (e) any allegation that Customer Data, Inputs, or Outputs infringe, misappropriate, violate, or otherwise harm any third-party rights; or (f) any claim arising from Customer's products, services, legal work, patent filings, prosecution positions, or other downstream use of Outputs.

10.5 Indemnity Procedure. The indemnified Party shall: (a) promptly notify the indemnifying Party of the applicable claim; (b) grant the indemnifying Party sole control of the defense and settlement, provided that the indemnifying Party may not settle any claim in a manner that admits fault or imposes non-monetary obligations on the indemnified Party without the indemnified Party's prior written consent; and (c) reasonably cooperate at the indemnifying Party's expense.

11 LIMITATION OF LIABILITY

11.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROVIDER OR ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS OR SERVICES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE SERVICE, OUTPUTS, OR ANY THIRD-PARTY SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE SERVICE, OR ANY ORDER FORM SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT FOR THE SOFTWARE SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Exceptions. The exclusions and limitations in this Section 11 shall not limit: (a) Customer's payment obligations; (b) Customer's liability for breach of Sections 5, 6, or 7; (c) Customer's indemnification obligations; or (d) either Party's liability for fraud or willful misconduct to the extent such liability cannot be limited under applicable law.

11.4 Essential Basis. The Parties acknowledge that the fees charged reflect the allocation of risk set forth in this Agreement and that this Section 11 is an essential basis of the bargain.

12 TERM; RENEWAL; SUSPENSION; TERMINATION

12.1 Agreement Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated, unless earlier terminated in accordance with this Agreement.

12.2 Subscription Term; Auto-Renewal. Each Order Form shall begin on its effective date and continue for the initial Subscription Term set forth therein. Unless otherwise stated in the Order Form, each Subscription Term shall automatically renew for successive renewal terms equal to the initial Subscription Term (or one year if the initial Subscription Term is longer than one year), unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.

12.3 No Early Termination for Convenience by Customer. Customer may not terminate this Agreement or any Order Form for convenience during any then-current Subscription Term. Except as expressly stated in this Agreement, all fees for the full Subscription Term are non-cancellable and non-refundable.

12.4 Suspension. Provider may suspend Customer's or any Authorized User's access to all or any part of the Software Service immediately, with or without prior notice, if Provider reasonably determines that: (a) Customer has failed to pay amounts when due; (b) Customer has breached Sections 5, 6, or 7 or any use restriction; (c) suspension is necessary to prevent harm to the Software Service, Provider, Customer, other customers, or third parties; (d) there is unauthorized access, a security incident, suspected fraud, or misuse; (e) Customer's use poses a legal, regulatory, or compliance risk; or (f) Provider is required to do so by law or a third-party provider. Provider shall have no liability for any suspension made in good faith under this Section.

12.5 Termination for Cause. Either Party may terminate this Agreement or any affected Order Form upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after written notice thereof; provided, however, that Provider may terminate immediately upon written notice for Customer's breach of Sections 4, 5, 6, or 7, for repeated payment failures, or if Customer becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings.

12.6 Effect of Termination. Upon expiration or termination of this Agreement or any Order Form: (a) all rights granted to Customer under this Agreement and the applicable Order Form shall immediately cease; (b) Customer shall cease using the Software Service; (c) Customer shall remain liable for all fees and amounts accrued or payable for the remainder of the then-current Subscription Term and any other amounts due; and (d) upon written request, each Party shall return or destroy the other Party's Confidential Information in its possession, except for copies retained in routine backups, archives, legal files, or as required by law, provided such retained information remains subject to this Agreement.

12.7 Data Retrieval and Deletion. During the Subscription Term, Customer may export or retrieve certain Customer Data or Outputs using the functionality made available by Provider, if any. Following expiration or termination, Provider may, but is not obligated to, retain Customer Data for a limited period in accordance with its then-current retention practices. Thereafter, Provider may delete Customer Data without liability, subject to any legal obligations and backup retention practices.

12.8 Survival. Sections 1, 3.3, 3.4, 4, 5, 6, 7, 8, 9, 10, 11, 12.6, 12.7, 12.8, and 13 shall survive expiration or termination of this Agreement, together with any other provisions that by their nature should survive.

13 MISCELLANEOUS

13.1 Governing Law; Venue. This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts-of-law principles. The state and federal courts located in Virginia shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party irrevocably consents to such jurisdiction and venue.

13.2 Equitable Relief. Notwithstanding anything to the contrary in this Agreement, Provider may seek immediate injunctive, equitable, or other provisional relief in any court of competent jurisdiction to protect its Confidential Information, Intellectual Property Rights, or other proprietary interests.

13.3 Dispute Resolution. Before initiating litigation other than for nonpayment, injunctive relief, or other provisional relief, the Parties shall first attempt in good faith to resolve the dispute through business discussions for at least thirty (30) days after written notice of dispute from one Party to the other. Provider shall have no obligation to mediate unless it elects to do so in writing.

13.4 Publicity. Unless otherwise expressly prohibited in an Order Form, Provider may identify Customer as a customer of Provider and may use Customer's name and logo on Provider's website, marketing materials, investor materials, and customer lists, subject to Customer's standard trademark usage guidelines provided in writing to Provider.

13.5 Security. Provider shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, substantially as described in Exhibit A. Customer acknowledges that Provider may update its security practices from time to time and may change hosting providers, infrastructure, model providers, or security frameworks, provided that Provider maintains commercially reasonable safeguards.

13.6 Force Majeure. Provider shall not be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, utility failures, internet or telecommunications failures, denial-of-service attacks, failures or changes of Third-Party Services, governmental actions, embargoes, epidemics, pandemics, or supply chain disruptions.

13.7 Assignment. Customer may not assign, delegate, or transfer this Agreement or any Order Form, by operation of law or otherwise, without Provider's prior written consent. Any purported assignment in violation of the foregoing is void. Provider may assign this Agreement in whole or in part without Customer's consent, including in connection with a merger, reorganization, sale of assets, financing, or change of control.

13.8 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, employment relationship, franchise, or agency relationship between the Parties.

13.9 Notices. Notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by nationally recognized overnight courier, sent by certified mail return receipt requested, or sent by email to the addresses designated by the Parties in the applicable Order Form or otherwise in writing.

13.10 Entire Agreement; Order of Precedence. This Agreement, together with all Order Forms and exhibits, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and communications, whether written or oral. In the event of a conflict, the order of precedence shall be: (a) the applicable Order Form, but only with respect to the specific commercial terms expressly stated therein; (b) this Agreement; and (c) any other exhibit or attachment, unless the Order Form expressly states that a specified provision overrides this Agreement.

13.11 Amendments; Waivers. No amendment to this Agreement shall be effective unless in writing and signed by both Parties, except that Provider may update the Documentation, Exhibit A, and non-material operational policies from time to time, and except that Provider may modify these Terms by posting a revised version at software.harrityllp.com/terms with an updated effective date, provided that no such modification will apply to any Order Form already in effect at the time the modification is posted. No waiver shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall operate as a waiver.

13.12 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be enforced to the maximum extent permitted by law.

13.13 Interpretation. Headings are for convenience only and do not affect interpretation. The word "including" means "including without limitation." This Agreement shall not be construed against either Party as the drafter.

13.14 Export and Sanctions Compliance. Customer shall not access, use, export, re-export, or transfer the Software Service in violation of applicable export control, sanctions, or trade laws and regulations. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any prohibited jurisdiction and is not listed on any applicable restricted party list.

13.15 Counterparts; Electronic Signatures. This Agreement and any Order Form may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Electronic signatures and electronic records shall be deemed originals and enforceable.

This Agreement is incorporated by reference into each Order Form executed by the parties. The parties' execution of an Order Form constitutes their agreement to be bound by these Terms and Conditions. In the event of a conflict between this Agreement and an Order Form, the Order Form controls with respect to the specific commercial terms of that transaction.

EXHIBIT A — SECURITY ADDENDUM

Provider shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data processed by the Software Service. Without limiting the foregoing, such safeguards may include the following measures, as appropriate to the Software Service and as updated by Provider from time to time:

1. Access Controls. Access to Customer Data is limited to authorized personnel and service providers with a legitimate business need, using role-based or comparable access controls where appropriate.

2. Encryption. Customer Data is protected by encryption in transit and, where appropriate, at rest, using industry-standard technologies as determined by Provider.

3. Network and Infrastructure Security. Provider uses commercially reasonable network, infrastructure, logging, monitoring, and endpoint security measures designed to protect the Software Service against unauthorized access, loss, alteration, misuse, and reasonably foreseeable threats.

4. Vendor and Subprocessor Management. Provider may use third-party hosting providers, infrastructure providers, model providers, subprocessors, and other service providers in connection with the Software Service. Provider uses commercially reasonable diligence in selecting such providers for the applicable use case, but Provider does not guarantee the independent acts or omissions of any third party.

5. Security Program Evolution. Provider may modify, replace, or evolve its security program, hosting environment, model providers, infrastructure, and related controls from time to time in light of technology changes, product changes, risk assessments, and industry practices, provided that Provider maintains commercially reasonable safeguards.

6. Certifications and Frameworks. Provider may maintain one or more security certifications, attestations, or frameworks, including SOC reports or successor frameworks, in its discretion. Unless expressly stated in an Order Form signed by Provider, no particular certification, attestation, or framework is guaranteed to be maintained for any specific period.

7. Incident Response. Provider maintains a commercially reasonable process for investigating and responding to suspected security incidents affecting the Software Service. Provider will notify Customer without unreasonable delay after confirming a security incident affecting Customer Data to the extent required by applicable law or Provider's contractual obligations.

8. Data Retention and Deletion. Provider may retain Customer Data during the Subscription Term and thereafter for backup, business continuity, legal, compliance, audit, dispute-resolution, security, or operational purposes in accordance with Provider's then-current retention practices. Customer acknowledges that deletion from active systems may not immediately remove data from backups and archives.

9. Shared Responsibility. Customer is responsible for its own access controls, endpoint security, internal systems, credential management, review of Outputs, and determining whether the Software Service is appropriate for Customer's intended use cases and data types.

10. No Absolute Guarantee. Customer acknowledges that no system or security measure is completely secure, and Provider does not warrant that the Software Service will be immune from all security incidents, vulnerabilities, intrusions, or interruptions.

This Agreement incorporates by reference each Order Form executed by the parties. In the event of a conflict between this Agreement and an Order Form, the Order Form controls with respect to the specific commercial terms of that transaction.