TERMS OF SERVICE

1. Definitions

“Authorized User”means an individual employee or authorized representative of Customer (or, in the case of Enterprise Portfolio Access, of a Portfolio Entity) who is designated by Customer to access and use the Platform under Customer's subscription.

“Competitive Intelligence Data” means the financial product, rate, fee, feature, and related market data provided through the Platform, which is collected from publicly available sources.

“Confidential Information”means any non-public information disclosed by either party to the other in connection with this Agreement, including but not limited to business strategies, pricing, product plans, customer lists, proprietary data, and any information marked as confidential. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

“Customer Data” means any data, information, or content provided by Customer or its Authorized Users to the Platform, including proprietary product, rate, and fee information uploaded for benchmarking purposes, custom configurations, and saved analyses.

“Order Form” means any ordering document, subscription confirmation, or statement of work executed by the parties that references this Agreement and specifies the subscribed services, pricing, subscription term, and number of Authorized Users.

“Platform Output” means the reports, analyses, battle cards, dashboards, visualizations, and other outputs generated by the Platform based on Competitive Intelligence Data and Customer Data.

“Portfolio Entity”means, in the case of Enterprise Portfolio Access, a financial institution within Customer's investment portfolio or group of affiliated entities that is designated to receive Platform access under Customer's subscription.

2. Access and Use Rights

2.1 License Grant

Subject to the terms of this Agreement and payment of applicable fees, the Company grants Customer a non-exclusive, non-transferable, non-sublicensable (except as expressly provided in Section 3) right to access and use the Platform during the Subscription Term, solely for Customer's internal business purposes.

2.2 Authorized Users

Customer may permit its Authorized Users to access the Platform up to the number of seats specified in the applicable Order Form. Customer is responsible for ensuring that all Authorized Users comply with these Terms and for all activities conducted through Authorized User accounts. Customer shall promptly notify the Company of any unauthorized access to or use of the Platform.

2.3 Use Restrictions

Customer and its Authorized Users shall not:

• Sublicense, sell, resell, distribute, or otherwise make the Platform available to any third party, except as expressly permitted under Enterprise Portfolio Access provisions
• Use the Platform to provide competitive intelligence or benchmarking services to third parties (i.e., use the Platform as the basis for a competing service)
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Platform
• Copy, modify, adapt, or create derivative works of the Platform or any component thereof
• Use automated means (other than the Platform's own APIs, if provided) to systematically extract or download Competitive Intelligence Data for use outside the Platform
• Remove, alter, or obscure any proprietary notices, labels, or branding on the Platform
• Use the Platform in violation of any applicable law or regulation
• Share account credentials between multiple individuals; each Authorized User must have a unique account
• Attempt to interfere with, compromise, or disable the Platform's security, integrity, or performance

3. Enterprise Portfolio Access

This Section applies when Customer is a private equity firm, investment firm, holding company, or other entity that procures Platform access on behalf of Portfolio Entities.

3.1 Portfolio Entity Provisioning

Customer may designate Portfolio Entities to receive Platform access under Customer's subscription, subject to the total number of Authorized User seats and Portfolio Entity slots specified in the applicable Order Form. Customer is responsible for provisioning and managing Portfolio Entity accounts and for ensuring that Portfolio Entities and their Authorized Users comply with these Terms.

3.2 Liability for Portfolio Entities

Customer shall be fully responsible for the acts and omissions of its Portfolio Entities and their Authorized Users to the same extent as if such acts or omissions were Customer's own. Any breach of these Terms by a Portfolio Entity or its Authorized Users shall be deemed a breach by Customer.

3.3 Data Segregation Between Portfolio Entities

Each Portfolio Entity's usage data, query history, analytical activity, custom configurations, and Customer Data are logically segregated from all other accounts on the Platform, including Customer's own account and other Portfolio Entity accounts. Customer acknowledges and agrees that:

• Customer does not receive access to individual Portfolio Entity account activity, usage patterns, query data, saved analyses, or Platform Outputs, unless the applicable Portfolio Entity provides explicit written authorization
• Customer may receive aggregated, non-identifying administrative metrics (such as total active users per Portfolio Entity and overall license utilization) for billing and subscription management purposes only
• Each Portfolio Entity's data is treated as separate and confidential for all purposes under this Agreement

3.4 Portfolio Entity Changes

Customer may add or remove Portfolio Entities during the Subscription Term, subject to the terms of the applicable Order Form. When a Portfolio Entity is removed from Customer's subscription (including due to divestiture, sale, or other change in ownership):

• The Portfolio Entity's Platform access shall terminate within thirty (30) days of Customer's written notice to the Company, unless the Portfolio Entity enters into a separate subscription agreement with the Company
• At the request of the departing Portfolio Entity, the Company will provide a reasonable transition period (not to exceed sixty (60) days) and, at the Portfolio Entity's option, export or delete the Portfolio Entity's Customer Data
• Customer shall cooperate with the Company and the Portfolio Entity to ensure an orderly transition

4. Fees and Payment

4.1 Fees

Customer shall pay the fees specified in the applicable Order Form. Unless otherwise stated in the Order Form, fees are quoted in U.S. dollars, are non-refundable, and are exclusive of applicable taxes.

4.2 Payment Terms

Unless otherwise specified in the Order Form, fees are due within thirty (30) days of invoice date. Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

4.3 Taxes

Customer is responsible for all sales, use, and similar taxes arising from the transactions contemplated by this Agreement, excluding taxes based on the Company's net income.

5. Intellectual Property

5.1 Company Ownership

The Platform, including all software, algorithms, data models, user interfaces, documentation, Competitive Intelligence Data, and all intellectual property rights therein, are and shall remain the exclusive property of Audare AI Inc. AudareAI™ (also used as Audare AI) and the Company logo are trademarks of Audare AI Inc. Nothing in this Agreement transfers any ownership interest in the Platform to Customer.

5.2 Customer Data Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants the Company a non-exclusive, worldwide, royalty-free license to use, process, and display Customer Data solely for the purposes of providing and improving the Service during the Subscription Term.

5.3 Platform Outputs

Customer may use Platform Outputs (reports, battle cards, analyses, etc.) for its internal business purposes, including distribution within Customer's organization and, where applicable, to Portfolio Entities. Customer may not publish, distribute, or otherwise make Platform Outputs available to third parties outside of Customer's organization without the Company's prior written consent, except that Customer may share Platform Outputs with Customer's professional advisors (e.g., legal counsel, accountants) who are bound by confidentiality obligations.

5.4 Feedback

If Customer or its Authorized Users provide suggestions, enhancement requests, recommendations, or other feedback regarding the Platform (“Feedback”), the Company shall have a non-exclusive, perpetual, irrevocable, royalty-free license to use, incorporate, and commercialize such Feedback without obligation to Customer.

5.5 Aggregated Data

The Company may generate and use aggregated, de-identified data derived from Customer's use of the Platform for purposes including product improvement, benchmarking, and analytics, provided that such data does not identify Customer or any individual Authorized User.

6. Confidentiality

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement. These confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

For the avoidance of doubt, Customer's usage patterns, query history, competitive analyses, and strategic decisions reflected in Platform activity constitute Customer's Confidential Information. The Company shall treat all such information with the same degree of care as its own confidential information.

7. Data Security and Processing

7.1 Security Measures

The Company shall implement and maintain commercially reasonable administrative, technical, and physical security measures designed to protect Customer Data and Authorized User information against unauthorized access, alteration, disclosure, or destruction. These measures include, at a minimum, encryption of data in transit (TLS 1.2+) and at rest (AES-256 or equivalent), role-based access controls, regular security assessments, and incident response procedures.

7.2 Security Incident Notification

In the event of a confirmed security breach affecting Customer Data, the Company shall notify Customer without unreasonable delay (and in any event within seventy-two (72) hours of confirmation) and shall provide reasonable cooperation and information to assist Customer in assessing the impact and fulfilling any notification obligations.

7.3 Vendor Due Diligence

The Company acknowledges that Customer Organizations in the financial services industry are subject to regulatory requirements regarding third-party vendor management (including OCC, FDIC, NCUA, and state banking regulator guidance). The Company shall make available, upon reasonable request and subject to appropriate confidentiality protections, information reasonably necessary for Customer to conduct vendor due diligence, including security certifications, SOC reports (when available), and responses to reasonable due diligence questionnaires.

8. Representations and Warranties

8.1 Company Warranties

The Company represents and warrants that: (a) it has the right and authority to enter into this Agreement and grant the rights described herein; (b) the Platform will perform materially in accordance with the applicable documentation during the Subscription Term; and (c) it will provide the Service in compliance with all applicable laws and regulations.

8.2 Customer Warranties

Customer represents and warrants that: (a) it has the right and authority to enter into this Agreement; (b) it will use the Platform in compliance with all applicable laws and regulations; and (c) all Customer Data provided to the Platform has been obtained lawfully and Customer has the right to provide it for the purposes contemplated herein.

8.3 Competitive Intelligence Data Disclaimer

COMPETITIVE INTELLIGENCE DATA IS PROVIDED ON AN “AS IS” BASIS. WHILE THE COMPANY MAKES REASONABLE EFFORTS TO ENSURE ACCURACY AND TIMELINESS, THE COMPANY DOES NOT WARRANT THAT COMPETITIVE INTELLIGENCE DATA IS COMPLETE, ACCURATE, CURRENT, OR ERROR-FREE. CUSTOMER ACKNOWLEDGES THAT COMPETITIVE INTELLIGENCE DATA IS SOURCED FROM PUBLICLY AVAILABLE INFORMATION AND MAY NOT REFLECT THE MOST CURRENT TERMS OF COMPETITORS' PRODUCTS AND SERVICES. CUSTOMER SHOULD INDEPENDENTLY VERIFY CRITICAL DATA BEFORE MAKING BUSINESS DECISIONS.

9. Disclaimer of Additional Warranties

10. Limitation of Liability

11. Indemnification

11.1 Company Indemnification

The Company shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from allegations that Customer's authorized use of the Platform infringes any third party's intellectual property rights. This obligation does not apply to the extent the claim arises from: (a) Customer Data; (b) modifications to the Platform made by Customer; (c) Customer's use of the Platform in combination with non-Company products; or (d) Customer's use of the Platform in violation of these Terms.

11.2 Customer Indemnification

Customer shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Customer Data or Customer's provision of Customer Data to the Platform; (b) Customer's use of the Platform in violation of these Terms or applicable law; or (c) any dispute between Customer and a Portfolio Entity.

12. Term and Termination

12.1 Subscription Term

The initial Subscription Term is specified in the applicable Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then- current term, the subscription will automatically renew for successive periods equal to the initial Subscription Term (or one (1) year, whichever is shorter), at the Company's then-current pricing.

12.2 Termination for Cause

Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the thirty-day notice period. The Company may also immediately suspend or terminate Customer's access if Customer's use of the Platform poses a security risk or violates applicable law.

12.3 Termination for Convenience

Either party may terminate this Agreement for convenience at the end of any Subscription Term by providing written notice at least thirty (30) days prior to the end of the then-current term.

12.4 Effect of Termination

Upon termination or expiration: (a) Customer's and all Authorized Users' access to the Platform shall immediately cease; (b) the Company shall, upon Customer's written request made within thirty (30) days of termination, provide Customer with an export of Customer Data in a standard format or, at Customer's election, delete Customer Data; (c) each party shall return or destroy the other party's Confidential Information; and (d) all accrued payment obligations shall survive.

12.5 Survival

Sections 1, 5, 6, 8.3, 9, 10, 11, 12.4, 13, 14, and 17 shall survive termination or expiration of this Agreement.

13. Dispute Resolution

13.1 Informal Resolution

The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiation for at least thirty (30) days before initiating formal dispute resolution.

13.2 Arbitration

If informal resolution is unsuccessful, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware.

13.3 Equitable Relief

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights or breach of confidentiality obligations.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

15. Changes to These Terms

The Company may update these Terms from time to time. For material changes, the Company will provide Customer with at least thirty (30) days' written notice. If Customer does not agree, Customer may terminate the affected Order Form as of the effective date of the change, and the Company will provide a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.

16. Trademark Notice

AudareAI™ (also used as Audare AI) is a trademark of Audare AI Inc., filed with the United States Patent and Trademark Office (Classes 9, 35, 36, and 42). Remi AI and Vira AI are product names of Audare AI Inc. All other trademarks, service marks, trade names, and logos referenced herein are the property of their respective owners.

17. General Provisions

Entire Agreement. This Agreement, together with all Order Forms and the Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior agreements and communications.

Severability. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

Waiver. The failure of either party to enforce any right or provision shall not constitute a waiver.

Assignment. Neither party may assign this Agreement without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

Notices. All notices shall be in writing and deemed given when delivered by hand, email (with confirmation), or nationally recognized overnight courier. Notices to the Company: legal@audareai.com.

Force Majeure. Neither party shall be liable for failure or delay due to causes beyond its reasonable control.

Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship.

No Third-Party Beneficiaries. This Agreement benefits only the parties and their permitted successors and assigns, except that Portfolio Entities are intended third-party beneficiaries of Section 3.3 (Data Segregation) and Section 3.4 (Portfolio Entity Changes).

Export Compliance. Customer agrees to comply with all applicable export control and sanctions laws in connection with its use of the Platform.

18. Contact Information

For questions about these Terms, please contact: