CaptureIQ Terms and Conditions of Service

1. PARTIES AND ACCEPTANCE

1.1 Parties

This Agreement is entered into between SmartLogic AI, LLC, a company organized under applicable law ("SmartLogic AI"), and the individual or entity accessing or using the CaptureIQ platform ("User"). If you are accessing or using CaptureIQ on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement, and the term "User" shall refer to that entity.

1.2 Acceptance of Terms

Acceptance of this Agreement occurs when you: (a) click or tap an "I Agree," "Accept," or similar button or checkbox presented with this Agreement; (b) access or use any portion of the CaptureIQ platform; (c) execute an Order Form or Subscription Agreement that references these Terms; or (d) otherwise manifest your assent to these Terms. If you do not accept these Terms, you must immediately discontinue use of CaptureIQ and destroy any copies of the software in your possession.

1.3 Modifications to Terms

SmartLogic AI reserves the right to modify these Terms at any time at its sole discretion. We will provide notice of material changes by: (a) posting the updated Terms on our website or within the CaptureIQ platform; (b) sending an email notice to the registered email address on your account; and/or (c) displaying a prominent in-application notification. Changes become effective thirty (30) days after notice, or immediately for changes required by law. Your continued use of CaptureIQ after the effective date of any change constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use and may terminate your account in accordance with Section 17.

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

AI Models

Machine learning models, algorithms, neural networks, and related artificial intelligence technologies embedded in or used to operate CaptureIQ.

Authorized Users

Employees, contractors, agents, or other individuals authorized by User to access and use CaptureIQ on User's behalf under User's account.

CaptureIQ

SmartLogic AI's proprietary AI-powered data capture, extraction, and intelligence platform, including all associated software, APIs, documentation, and updates.

Confidential Information

Any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Content

All data, text, images, documents, files, and other materials submitted to, processed by, or generated through CaptureIQ by or on behalf of User.

Documentation

Technical manuals, user guides, API documentation, and other written materials provided by SmartLogic AI relating to CaptureIQ.

Intellectual Property Rights

All patents, copyrights, trademarks, trade secrets, moral rights, and all other proprietary rights, whether registered or unregistered, worldwide.

Order Form

A written or electronic ordering document executed by both parties specifying the subscription tier, fees, and other commercial terms.

Output

Results, reports, extractions, analyses, predictions, or other data produced by CaptureIQ based on User's Content and inputs.

Personal Data

Any information relating to an identified or identifiable natural person as defined by applicable privacy laws.

Service

The CaptureIQ platform and all related services, features, and functionalities provided by SmartLogic AI.

Subscription Term

The period during which User is authorized to access and use CaptureIQ, as specified in the Order Form or account dashboard.

3. LICENSE GRANT AND RESTRICTIONS

3.1 License Grant

Subject to User's timely payment of all applicable fees and full compliance with this Agreement, SmartLogic AI grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to: (a) access and use CaptureIQ solely for User's internal business purposes; (b) allow Authorized Users to access and use CaptureIQ; and (c) use the Documentation in connection with User's authorized use of CaptureIQ.

3.2 General Restrictions

User shall not, and shall ensure that Authorized Users do not:

copy, modify, adapt, translate, decompile, disassemble, or create derivative works based on CaptureIQ or any component thereof;

frame or mirror any portion of CaptureIQ on any other server or wireless or Internet-based device;

access CaptureIQ for purposes of building a competitive product or service or benchmarking against a competitive product;

use CaptureIQ to develop, train, or improve any competing AI system or model without prior written consent;

attempt to gain unauthorized access to CaptureIQ or its related systems or networks;

use CaptureIQ in any way that violates applicable law, regulation, or third-party rights;

remove or obscure any proprietary notices, labels, or marks on CaptureIQ;

use CaptureIQ to transmit malicious code, viruses, or disruptive programs;

circumvent or disable any security features, usage controls, or access controls;

use automated tools (bots, scrapers, crawlers) against the Service except as expressly permitted via authorized APIs.

3.3 Prohibition on Resale of Output

NO RESALE OR COMMERCIAL REDISTRIBUTION OF OUTPUT - User is strictly prohibited from reselling, relicensing, sublicensing, redistributing, or otherwise commercializing any Output generated by CaptureIQ. Output is licensed solely for User's internal business use. Any violation of this Section is a material breach entitling SmartLogic AI to immediate termination and pursuit of all available legal remedies including disgorgement of profits.

Without limiting the foregoing, User shall not:

sell, resell, license, sublicense, or transfer Output — in whole or in part, raw or processed, modified or unmodified — to any third party for compensation, whether monetary or otherwise;

incorporate Output into any product, service, report, database, or platform offered to third parties, whether for free or for a fee, without SmartLogic AI's prior written consent;

use Output to provide bureau services, data services, SaaS offerings, or any service where third parties derive value from CaptureIQ-generated content;

publish, publicly distribute, or make Output available in any manner that enables third parties to access it as a substitute for using CaptureIQ directly;

represent to any third party that Output was independently produced without the use of CaptureIQ or SmartLogic AI technology;

strip, obscure, or remove any SmartLogic AI attribution or watermarks embedded in or associated with Output where such attribution is required under User's subscription tier.

User acknowledges that Output constitutes a valuable commercial asset of SmartLogic AI and that unauthorized resale or redistribution causes irreparable harm for which monetary damages alone are insufficient. SmartLogic AI shall be entitled to seek injunctive relief, disgorgement of all revenues derived from unauthorized use, and liquidated damages equal to three (3) times the fees User would have paid for a commercial redistribution license, in addition to all other available remedies.

3.3.1 Audit Right

To verify compliance with Section 3.3, SmartLogic AI (or a qualified independent third-party auditor under a duty of confidentiality) shall have the right, upon fifteen (15) days' prior written notice, to audit User's books, records, systems, usage logs, API call histories, and any other documentation reasonably necessary to confirm that Output has not been resold, redistributed, or otherwise used in violation of this Agreement. Audits shall be conducted during normal business hours, no more than once per calendar year (except where a prior audit revealed a material violation, in which case SmartLogic AI may conduct a follow-up audit within six (6) months). User shall promptly provide all reasonably requested records and reasonable cooperation. If an audit reveals a violation resulting in underpayment or unauthorized use, User shall: (a) immediately remit all amounts owed including the applicable 3× liquidated damages; and (b) reimburse SmartLogic AI for all reasonable costs of the audit. User's failure to cooperate with a legitimate audit request within the notice period shall itself constitute a material breach of this Agreement.

3.4 Prohibition on Reverse Engineering

NO REVERSE ENGINEERING OF CODE, MODELS, OR ALGORITHMS - User is strictly prohibited from reverse engineering, decompiling, disassembling, or attempting to derive the source code, algorithms, AI models, weights, training data, architecture, or trade secrets underlying CaptureIQ by any means. This prohibition applies regardless of purpose and survives termination of this Agreement.

User shall not, directly or indirectly, alone or with any third party:

reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, bytecode, or underlying logic of CaptureIQ or any component thereof;

probe, scan, or test CaptureIQ's architecture, API behavior, or response patterns for the purpose of understanding, replicating, or circumventing its underlying design;

use adversarial inputs, prompt injection, model inversion, membership inference, or any other technique to extract, approximate, or reconstruct SmartLogic AI's AI models, weights, training data, or decision logic;

access CaptureIQ's APIs in a manner designed to map, replicate, or reconstruct its data processing pipeline, extraction logic, or AI inference engine;

hire, engage, or collaborate with any person or entity to perform any of the foregoing on User's behalf;

use Output, API responses, or observed system behavior to train, fine-tune, or benchmark any external AI system intended to replicate or compete with CaptureIQ's functionality.

User acknowledges that CaptureIQ's source code, AI models, algorithms, and underlying architecture constitute SmartLogic AI's most valuable trade secrets and proprietary information. Any breach of this Section shall be deemed willful misappropriation of trade secrets under the Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) and applicable state law, entitling SmartLogic AI to seek: (a) emergency injunctive relief without bond; (b) exemplary damages up to two (2) times actual damages; (c) attorneys' fees and costs; and (d) all other available remedies at law or in equity. This Section survives termination or expiration of this Agreement indefinitely.

3.5 Beta Features

SmartLogic AI may offer certain features designated as "beta," "preview," or "experimental." Such features are provided "as-is" without warranty of any kind and may be discontinued at any time. Beta features are excluded from any service level commitments unless otherwise expressly stated.

4. USER ACCOUNTS AND SECURITY

4.1 Account Registration

To access CaptureIQ, User must create an account and provide accurate, complete, and current registration information. User agrees to promptly update account information to keep it accurate. User may not use a false identity, impersonate another person or entity, or provide false information during registration.

4.2 Account Security

User is solely responsible for: (a) maintaining the confidentiality and security of all credentials associated with its account; (b) all activities that occur under the account; (c) promptly notifying SmartLogic AI at security@smartlogic.ai of any actual or suspected unauthorized access or security breach. SmartLogic AI shall not be liable for any loss or damage arising from User's failure to maintain secure credentials.

4.3 Authorized Users

User may authorize employees and contractors to use CaptureIQ as Authorized Users. User is responsible for all acts and omissions of Authorized Users and for ensuring Authorized Users comply with this Agreement. User shall promptly revoke access for any individual who is no longer authorized or who violates this Agreement. User shall not permit sharing of single credentials among multiple individuals.

4.4 Account Suspension

SmartLogic AI may suspend any account or Authorized User access immediately and without notice if we reasonably believe: (a) the account or credentials have been compromised; (b) there is a risk of harm to the Service, other users, or third parties; (c) User is in material breach of this Agreement; or (d) required by law enforcement or court order. SmartLogic AI will provide notice of suspension as soon as practicable except where prohibited by law.

5. SUBSCRIPTIONS, FEES, AND PAYMENT

5.1 Subscription Tiers

CaptureIQ is offered in multiple subscription tiers as described on our website or Order Form. Features, usage limits, and pricing vary by tier. SmartLogic AI reserves the right to modify tier offerings with thirty (30) days' written notice.

5.2 Fees and Payment

User agrees to pay all fees specified in the applicable Order Form or as displayed at the point of purchase. Unless otherwise stated: (a) all fees are denominated in United States Dollars; (b) fees are due and payable in advance of each billing period; (c) payment must be made via the payment methods accepted by SmartLogic AI; (d) all amounts paid are non-refundable except as expressly set forth in this Agreement.

5.3 Automatic Renewal

Subscriptions automatically renew for successive periods equal to the initial Subscription Term (or one year for annual plans) unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Renewal fees will be charged at the then-current rates unless agreed otherwise.

5.4 Late Payment and Taxes

Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. User is responsible for all applicable taxes, levies, and duties associated with its use of CaptureIQ, excluding taxes based on SmartLogic AI's net income. If required by law, User shall provide SmartLogic AI with a valid tax exemption certificate prior to payment.

5.5 Disputed Charges

User must notify SmartLogic AI of any disputed charges within thirty (30) days of the charge date. Failure to dispute charges within this period constitutes acceptance. Disputes do not excuse User's obligation to pay undisputed amounts.

5.6 Price Changes

SmartLogic AI reserves the right to change pricing at any time. For existing subscribers, price changes will be communicated with at least sixty (60) days' written notice and will take effect at the next subscription renewal. Your continued use after the price change constitutes acceptance of the new pricing.

5.7 Refund Policy and Anti-Abuse Provisions

NO REFUND AFTER USE — PLEASE READ - ALL FEES ARE NON-REFUNDABLE ONCE USER HAS ACCESSED, PROCESSED DATA THROUGH, OR OTHERWISE DERIVED VALUE FROM CAPTUREIQ DURING THE APPLICABLE BILLING PERIOD. This includes situations where User cancels after using CaptureIQ's AI processing, extraction, or analytical features, regardless of the volume of use. SmartLogic AI expressly reserves the right to deny any refund request where, in its reasonable judgment, User has derived material benefit from the Service prior to cancellation.

The following refund rules apply:

Month-to-Month Subscriptions: No refunds under any circumstances. Cancellation takes effect at the end of the current billing period; no partial-period credits are issued.

Annual Subscriptions — Cancelled Within 7 Days of Initial Purchase, With Zero Data Processing: A full refund may be issued at SmartLogic AI's sole discretion only if (a) no Content has been submitted to or processed by CaptureIQ, (b) no Output has been generated or downloaded, and (c) User submits a written refund request to billing@smartlogic.ai within seven (7) calendar days of the original purchase date.

Annual Subscriptions — All Other Cancellations: No cash refunds. SmartLogic AI may, at its sole discretion, apply a pro-rata account credit for unused full calendar months remaining, which may be applied toward a future SmartLogic AI product or service only, and which expires twelve (12) months after issuance.

Enterprise and Custom Plans: Refund terms are exclusively governed by the applicable Order Form. In the absence of express refund terms in the Order Form, this Section 5.7 applies.

Fraud or Chargebacks: If User initiates a chargeback or payment dispute for fees that are non-refundable under this Section, SmartLogic AI reserves the right to immediately suspend or terminate User's account, pursue collection of all amounts owed including chargeback fees and legal costs, and report the dispute to applicable commercial credit reporting agencies (such as Dun & Bradstreet or Experian Business). For the avoidance of doubt, SmartLogic AI will not report disputes to consumer credit bureaus governed by the Fair Credit Reporting Act (FCRA) unless User is an individual consumer and applicable law permits such reporting.

SmartLogic AI's determination of whether material benefit has been derived from the Service is final and binding, subject only to arbitration under Section 18. The parties acknowledge that CaptureIQ's AI-powered features deliver immediate and substantial value upon first use, and that the refund restrictions herein reflect the parties' reasonable allocation of risk given this characteristic.

6. USER CONTENT AND DATA

6.1 User Content Ownership

As between the parties, User retains all rights, title, and interest in and to User's Content. User grants SmartLogic AI a limited, worldwide, non-exclusive, royalty-free license to process, store, transmit, and use Content solely to: (a) provide, maintain, and improve the Service; (b) comply with applicable law; and (c) enforce this Agreement.

6.2 Content Responsibilities

User is solely responsible for all Content and represents and warrants that: (a) User has all rights necessary to grant the licenses herein; (b) Content does not violate applicable law or third-party rights; (c) Content does not contain Personal Data beyond what is disclosed to and processed by SmartLogic AI under a valid Data Processing Agreement; (d) Content is accurate and does not misrepresent any person, entity, or fact.

6.3 Prohibited Content

User shall not upload, process, or transmit through CaptureIQ any Content that:

infringes, misappropriates, or violates any Intellectual Property Rights;

contains illegal, harmful, abusive, threatening, harassing, defamatory, or obscene material;

violates any applicable law or regulation, including export controls;

constitutes unsolicited commercial communications ("spam");

contains malicious code, viruses, or disruptive software;

includes confidential or protected information of a third party without authorization;

is intended to deceive, manipulate, or defraud any person.

6.4 Output and AI Limitations

IMPORTANT NOTICE REGARDING AI-GENERATED OUTPUT - CaptureIQ uses artificial intelligence and machine learning. Output generated by CaptureIQ may contain errors, inaccuracies, or omissions. Output does not constitute legal, financial, medical, or professional advice. User is solely responsible for independently verifying all Output before relying on it for any purpose. SmartLogic AI makes no representations or warranties regarding the accuracy, completeness, or fitness of any Output for any particular purpose.

User acknowledges that AI-generated Output: (a) is not guaranteed to be accurate, current, or complete; (b) may vary for the same or similar inputs; (c) should not replace human judgment in high-stakes decisions; (d) may reflect biases present in training data.

6.5 Model Training

By default, SmartLogic AI does not use User Content to train its AI models without User's prior written consent. Enterprise subscribers may elect to opt in to model training programs as described in their Order Form. Any such training is subject to a separate Data Processing Agreement and applicable privacy notices.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 SmartLogic AI Intellectual Property

SmartLogic AI and its licensors own all Intellectual Property Rights in and to CaptureIQ, including the platform, software, AI Models, algorithms, interfaces, Documentation, trademarks, and all improvements, enhancements, or modifications thereto. No rights are granted to User except as expressly set forth in this Agreement. The CaptureIQ name, logo, and product names are trademarks of SmartLogic AI. User may not use such marks without prior written consent.

7.2 Feedback

If User provides SmartLogic AI with suggestions, ideas, enhancement requests, or other feedback regarding CaptureIQ ("Feedback"), User grants SmartLogic AI a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up license to use, reproduce, modify, incorporate, and otherwise exploit such Feedback for any purpose without restriction or compensation.

7.3 Aggregate and Anonymized Data

SmartLogic AI may collect and use anonymized, aggregated statistical data derived from User's use of CaptureIQ for purposes of improving the Service, developing new features, generating industry benchmarks, and producing anonymized reports. Such data will not identify User or any individual and is not subject to User's Content ownership rights.

8. PRIVACY AND DATA PROTECTION

8.1 Privacy Policy

SmartLogic AI's Privacy Policy (available at smartlogic.ai/privacy) is incorporated herein by reference and governs our collection, use, and disclosure of personal information. By using CaptureIQ, User consents to the data practices described in the Privacy Policy.

8.2 Data Processing Agreement and GDPR Compliance

Where CaptureIQ processes Personal Data on User's behalf, the parties shall be bound by the Data Processing Addendum set forth in Exhibit A to this Agreement ("DPA"), which is incorporated herein by reference and forms part of this Agreement. The DPA satisfies the requirements of Article 28 of the EU General Data Protection Regulation (GDPR) and the UK GDPR. In the event of conflict between this Agreement and the DPA, the DPA governs with respect to the processing of Personal Data. Key terms of the DPA include:

SmartLogic AI shall process Personal Data only on documented instructions from User, including with respect to transfers of Personal Data to third countries;

SmartLogic AI shall ensure that persons authorized to process Personal Data are bound by confidentiality obligations;

SmartLogic AI shall implement appropriate technical and organizational measures as described in Section 8.3 and Exhibit A;

SmartLogic AI shall engage sub-processors only with User's prior written consent (general authorization is granted for sub-processors listed in Exhibit A; SmartLogic AI will provide thirty (30) days' notice of sub-processor changes);

SmartLogic AI shall assist User in responding to data subject rights requests as further described in Section 8.2.1;

SmartLogic AI shall delete or return all Personal Data upon termination as described in Section 8.5;

SmartLogic AI shall make available all information necessary to demonstrate compliance and allow for audits as described in Section 8.2.2.

User represents and warrants that it has obtained all necessary consents, has a lawful basis for processing, and has legal authority to submit Personal Data to CaptureIQ. Where User is a Controller and SmartLogic AI is a Processor under GDPR, User accepts responsibility for compliance with all Controller obligations under applicable data protection law.

8.2.1 CCPA / CPRA Privacy Rights and Consumer Request Mechanism

SmartLogic AI acknowledges its obligations under the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.) as amended by the California Privacy Rights Act ("CCPA/CPRA"). To the extent SmartLogic AI processes Personal Data of California residents on User's behalf, SmartLogic AI acts as a "Service Provider" under the CCPA/CPRA. The following rights and procedures apply:

Right to Know / Access: California residents may request disclosure of the categories and specific pieces of Personal Data SmartLogic AI has collected, the purposes of collection, and the categories of third parties with whom data is shared. Requests must be submitted to privacy@smartlogic.ai with subject line "CCPA Access Request" or via the online form at smartlogic.ai/privacy-rights.

Right to Delete: California residents may request deletion of their Personal Data. SmartLogic AI will delete or direct User to delete such data within forty-five (45) days of a verified request, subject to legal exceptions. Requests must be submitted to privacy@smartlogic.ai with subject line "CCPA Deletion Request."

Right to Correct: California residents may request correction of inaccurate Personal Data. SmartLogic AI will use commercially reasonable efforts to correct data within forty-five (45) days of a verified request.

Right to Opt Out of Sale / Sharing: SmartLogic AI does not sell or share Personal Data for cross-context behavioral advertising as those terms are defined under CCPA/CPRA. If this practice changes, SmartLogic AI will provide notice and an opt-out mechanism in compliance with applicable law.

Right to Limit Use of Sensitive Personal Information: California residents may request that SmartLogic AI limit use of sensitive Personal Data to purposes permitted under CCPA/CPRA Section 1798.121. Submit requests to privacy@smartlogic.ai with subject line "CCPA Sensitive Data Limit Request."

Non-Discrimination: SmartLogic AI will not discriminate against any person for exercising their CCPA/CPRA rights.

Verification: SmartLogic AI will verify identity for consumer requests using commercially reasonable means before fulfilling any request. SmartLogic AI will respond to verifiable consumer requests within forty-five (45) days, extendable by an additional forty-five (45) days where reasonably necessary with notice.

Users who are businesses subject to CCPA/CPRA are responsible for maintaining their own privacy policies and consumer request mechanisms for their end users and for ensuring compliance with CCPA/CPRA in their use of CaptureIQ. SmartLogic AI will cooperate with User to facilitate User's compliance with data subject rights requests relating to Personal Data processed through CaptureIQ.

8.2.2 Data Protection Audit Rights

Upon User's written request no more than once per calendar year (except following a confirmed data breach), SmartLogic AI shall make available to User all information reasonably necessary to demonstrate compliance with this Section 8 and the DPA, and shall allow for and contribute to audits and inspections conducted by User or a mandated auditor. Such audits shall be: (a) conducted upon at least thirty (30) days' prior written notice; (b) performed during normal business hours with minimal disruption; (c) subject to a confidentiality agreement; (d) at User's expense unless the audit reveals a material non-compliance, in which case SmartLogic AI shall bear reasonable audit costs.

8.3 Data Security Measures

SmartLogic AI implements and maintains reasonable administrative, technical, and physical security measures designed to protect Content from unauthorized access, use, alteration, or destruction. These measures include:

encryption of data in transit using TLS 1.2 or higher;

encryption of data at rest using AES-256 or equivalent;

access controls and authentication mechanisms;

regular security assessments and penetration testing;

employee security training and background screening;

incident response and breach notification procedures.

8.4 Data Breach Notification

SmartLogic AI will notify User within seventy-two (72) hours of becoming aware of a confirmed data breach affecting User's Content, to the extent such notification is not prohibited by law or law enforcement direction. Notification will be provided via email to the registered account contact.

8.5 Data Retention and Deletion

Upon termination or expiration of User's account, SmartLogic AI will retain User's Content for thirty (30) days to allow export, after which it will be securely deleted or anonymized, unless retention is required by applicable law. User may request earlier deletion in writing. Backup copies may persist for up to ninety (90) days in accordance with SmartLogic AI's backup retention policy.

9. CONFIDENTIALITY

9.1 Obligations

Each party ("Receiving Party") agrees to: (a) keep the other party's ("Disclosing Party") Confidential Information strictly confidential; (b) not disclose Confidential Information to any third party without Disclosing Party's prior written consent; (c) use Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement; (d) protect Confidential Information with at least the same level of care it uses to protect its own confidential information, but no less than reasonable care.

9.1.1 Post-Termination Confidentiality Duration

Confidentiality obligations under this Section 9 shall survive termination or expiration of this Agreement for the following periods: (a) for Trade Secrets (as defined under the Defend Trade Secrets Act and applicable state law), obligations shall continue indefinitely for so long as the information qualifies as a trade secret under applicable law; (b) for all other Confidential Information, obligations shall continue for five (5) years following the date of termination or expiration of this Agreement. Upon expiration of the applicable period, the Receiving Party's obligations under this Section shall cease with respect to the relevant information, except as to Trade Secrets which remain perpetually protected. Nothing herein limits any additional protections afforded by applicable trade secret law.

9.1.2 Return and Destruction of Confidential Information

Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request at any time, the Receiving Party shall promptly and in no event later than ten (10) business days: (a) return to the Disclosing Party all tangible materials containing Confidential Information; (b) permanently destroy all electronic copies of Confidential Information from all systems, storage media, and backup systems; and (c) deliver to the Disclosing Party a written certification signed by an authorized officer of the Receiving Party confirming that all Confidential Information has been returned or destroyed in compliance with this Section. The Receiving Party may retain one archival copy of Confidential Information solely to the extent required by applicable law or regulation, provided such copy remains subject to the confidentiality obligations herein.

9.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of Receiving Party; (b) was known to Receiving Party prior to disclosure; (c) is independently developed by Receiving Party without reference to Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

9.3 Required Disclosures

Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that Receiving Party: (a) provides prompt prior written notice to Disclosing Party (to the extent permitted by law); (b) reasonably cooperates with Disclosing Party's efforts to seek protective treatment; and (c) discloses only the minimum amount required.

9.4 Injunctive Relief

Each party acknowledges that breach of this Section would cause irreparable harm for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief without posting bond or proving actual damages, in addition to all other available remedies.

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a legally binding obligation; (c) its performance will not violate any applicable law or existing agreement.

10.2 SmartLogic AI Warranties

SmartLogic AI warrants that: (a) CaptureIQ will perform materially in accordance with its Documentation under normal use; (b) SmartLogic AI will not knowingly introduce malicious code into CaptureIQ; (c) SmartLogic AI has the right to grant the licenses herein; (d) SmartLogic AI will provide the Service in compliance with applicable laws.

10.3 User Warranties

User represents and warrants that: (a) all information provided to SmartLogic AI is accurate, current, and complete; (b) User has all necessary rights to submit Content to CaptureIQ; (c) User's use of CaptureIQ will comply with this Agreement and all applicable laws; (d) User will not use CaptureIQ for any unlawful purpose.

11. DISCLAIMERS OF WARRANTY

WARRANTY DISCLAIMER - EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10, CAPTUREIQ IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. SMARTLOGIC AI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY; (B) ANY WARRANTY THAT CAPTUREIQ WILL MEET USER'S REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE; (C) ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT OR RESULTS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES; IN SUCH JURISDICTIONS, THE ABOVE EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. INDEMNIFICATION

12.1 Indemnification by User

User shall defend, indemnify, and hold harmless SmartLogic AI and its officers, directors, employees, agents, successors, and assigns ("SmartLogic AI Indemnitees") from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) User's Content or use thereof; (b) User's breach of this Agreement; (c) User's violation of applicable law; (d) User's infringement of any third-party Intellectual Property Rights; (e) any unauthorized use of the Service by User or Authorized Users; (f) any claims by Authorized Users arising from User's actions or omissions.

12.2 Indemnification by SmartLogic AI

SmartLogic AI shall defend, indemnify, and hold harmless User from and against third-party claims alleging that CaptureIQ, as provided by SmartLogic AI and used in accordance with this Agreement, infringes any U.S. patent, copyright, trademark, or trade secret. SmartLogic AI's indemnification obligation does not apply to claims arising from: (a) modification of CaptureIQ by User; (b) use of CaptureIQ in combination with products or services not provided by SmartLogic AI; (c) User Content; (d) use of CaptureIQ after notice of infringement; (e) open-source software components.

12.3 Indemnification Procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement; (c) provide reasonable cooperation and assistance. The indemnifying party shall not settle any claim that imposes obligations or restrictions on the indemnified party without prior written consent.

13. LIMITATION OF LIABILITY

LIMITATION OF LIABILITY - TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) SMARTLOGIC AI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY USER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY; IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

The limitations in this Section do not apply to: (a) either party's indemnification obligations; (b) damages resulting from a party's fraud, gross negligence, or willful misconduct; (c) User's payment obligations; (d) either party's breach of confidentiality obligations under Section 9; (e) damages for personal injury or death caused by negligence, to the extent required by applicable law; (f) User's breach of Section 3.3 (Prohibition on Resale of Output), including liquidated damages and disgorgement of profits arising therefrom; (g) User's breach of Section 3.4 (Prohibition on Reverse Engineering) or any misappropriation of SmartLogic AI's trade secrets, source code, AI models, or other proprietary technology, for which SmartLogic AI's recoverable damages shall be uncapped and may include exemplary damages as permitted by the Defend Trade Secrets Act and applicable state law. The parties expressly acknowledge that the potential harm from trade secret misappropriation or unauthorized Output resale is of a nature and magnitude that cannot reasonably be capped at twelve months of subscription fees, and that this carve-out reflects a reasonable and negotiated allocation of risk.

14. COMPLIANCE AND ACCEPTABLE USE

14.1 Legal Compliance

User is solely responsible for ensuring its use of CaptureIQ complies with all applicable laws, regulations, rules, and orders, including but not limited to: privacy laws (GDPR, CCPA/CPRA, HIPAA as applicable), export control regulations, anti-corruption laws, and industry-specific regulations.

14.2 Export Controls

User shall not access or use CaptureIQ in violation of United States export control laws, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). User represents that it is not located in, nor a national or resident of, any country embargoed by the United States, and that it is not on any restricted persons list.

14.3 Anti-Corruption

User agrees to comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. User shall not offer, pay, solicit, or accept any bribe, kickback, or improper payment in connection with this Agreement or the use of CaptureIQ.

14.4 Healthcare and Regulated Industries

If User operates in a regulated industry (healthcare, finance, legal, etc.), User is solely responsible for ensuring CaptureIQ is used in a manner compliant with applicable regulatory requirements. CaptureIQ is not a "covered entity" or "business associate" under HIPAA unless explicitly agreed in a signed BAA. Output from CaptureIQ does not constitute medical, legal, financial, or professional advice.

15. SERVICE AVAILABILITY AND SUPPORT

15.1 Service Availability

SmartLogic AI will use commercially reasonable efforts to make CaptureIQ available 99.5% of the time in any given calendar month, excluding: (a) scheduled maintenance windows (communicated with at least 48 hours' notice); (b) emergency maintenance; (c) outages caused by third-party services, internet infrastructure, or force majeure events; (d) User's acts or omissions.

15.2 Maintenance

SmartLogic AI may perform scheduled maintenance that may temporarily render CaptureIQ unavailable. SmartLogic AI will provide reasonable advance notice of scheduled maintenance and will endeavor to schedule such maintenance during off-peak hours.

15.3 Support

SmartLogic AI will provide technical support in accordance with the support tier associated with User's subscription. Support response times and channels vary by subscription tier and are described in the Documentation. Support does not include: custom development, training sessions beyond onboarding, or assistance with third-party software.

15.4 Service Changes

SmartLogic AI reserves the right to modify, discontinue, or deprecate features of CaptureIQ at any time. For material discontinuations, SmartLogic AI will provide at least ninety (90) days' written notice. SmartLogic AI shall not be liable to User or any third party for any modification, suspension, or discontinuation of the Service.

16. THIRD-PARTY SERVICES AND INTEGRATIONS

CaptureIQ may integrate with or allow access to third-party applications, services, APIs, and data sources ("Third-Party Services"). SmartLogic AI does not endorse, control, or assume responsibility for Third-Party Services. User's use of Third-Party Services is subject to the terms and privacy policies of those third parties. SmartLogic AI shall not be liable for any damages or losses resulting from User's use of Third-Party Services or the availability, accuracy, or content of any Third-Party Services. User is responsible for obtaining all necessary authorizations and licenses to connect Third-Party Services to CaptureIQ.

17. TERM AND TERMINATION

17.1 Term

This Agreement commences on the date User first accepts it and continues for the duration of User's Subscription Term, including any renewals, unless earlier terminated as set forth herein.

17.2 Termination for Convenience

Either party may terminate this Agreement for convenience with thirty (30) days' written notice. Refunds, if any, are governed exclusively by Section 5.7 (Refund Policy). User shall have no right to any refund upon termination for convenience for month-to-month subscriptions. For annual or multi-year subscriptions, SmartLogic AI may, at its sole discretion, issue a pro-rata credit (not cash refund) for unused full months remaining, provided User has not extracted disproportionate value as described in Section 5.7.

17.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy proceedings; or (c) ceases to conduct business in the ordinary course. SmartLogic AI may terminate immediately for User's breach of Sections 3.2, 6.3, or 14.

17.4 Effects of Termination

Upon termination or expiration: (a) all licenses granted herein immediately terminate; (b) User shall promptly cease using CaptureIQ and destroy all copies of any SmartLogic AI materials; (c) each party shall return or destroy the other's Confidential Information; (d) User's accrued payment obligations survive; (e) SmartLogic AI will provide User thirty (30) days to export Content before deletion. Sections 2, 7, 8.5, 9, 10, 11, 12, 13, 17.4, 18, 19, and 20 survive termination.

18. DISPUTE RESOLUTION

18.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation. Either party may initiate this process by sending written notice to the other. The parties shall have thirty (30) days to resolve the dispute informally.

18.2 Mandatory Binding Arbitration — Exclusive Pre-Litigation Remedy

ARBITRATION REQUIRED BEFORE ANY COURT FILING - EXCEPT AS SET FORTH IN SECTION 18.4, NEITHER PARTY MAY INITIATE ANY COURT PROCEEDING RELATING TO THIS AGREEMENT WITHOUT FIRST COMPLETING THE FULL ARBITRATION PROCESS DESCRIBED IN THIS SECTION. ANY ATTEMPT TO FILE SUIT IN COURT WITHOUT FIRST EXHAUSTING ARBITRATION IS A MATERIAL BREACH OF THIS AGREEMENT.

If informal resolution under Section 18.1 fails, any and all disputes, controversies, or claims arising out of or relating to this Agreement, including its formation, validity, breach, termination, or enforcement, shall be resolved exclusively by final and binding arbitration. The arbitration shall be:

Administered by: the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, as amended from time to time;

Seated in: Salt Lake City, Utah, United States, which shall be the legal seat of arbitration;

Conducted in: the English language;

Decided by: a single neutral arbitrator for claims under $500,000 USD; a panel of three arbitrators for claims at or exceeding $500,000 USD; arbitrators shall be selected pursuant to AAA rules;

Subject to: the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) to the fullest extent permitted by law.

The arbitrator's award shall be in writing, state the reasons for the award, and be final and binding on the parties. Judgment upon the award may be entered and enforced in any court of competent jurisdiction. The arbitrator has no authority to award punitive damages except to the extent expressly permitted by applicable statute. Each party shall bear its own attorneys' fees and costs unless the arbitrator determines that a claim was frivolous or brought in bad faith, in which case the arbitrator may award fees to the prevailing party.

18.3 Class Action Waiver

CLASS ACTION WAIVER - TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

18.4 Exceptions

Either party may seek injunctive or other emergency equitable relief in any court of competent jurisdiction to prevent imminent harm without first exhausting the informal resolution process. Claims for collection of overdue payments may also be brought in court.

19. GOVERNING LAW AND JURISDICTION

This Agreement and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any choice of law or conflict of law provision. For matters not subject to arbitration under Section 18, the parties irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah. Each party waives any objection to venue in such courts, including any claim of inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

20. GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement, together with any applicable Order Form, DPA, and incorporated documents, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. In the event of conflict, the Order Form controls over these Terms, which control over the Documentation.

20.2 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

20.3 Waiver

No waiver of any breach shall constitute a waiver of any subsequent breach. All waivers must be in writing and signed by an authorized representative of the waiving party.

20.4 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, cyberattacks, internet outages, government actions, or labor disputes, provided the affected party: (a) promptly notifies the other; (b) uses reasonable efforts to mitigate; (c) resumes performance as soon as practicable.

20.5 Assignment

User may not assign or transfer this Agreement or any rights hereunder without SmartLogic AI's prior written consent. SmartLogic AI may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

20.6 Notices

All notices under this Agreement must be in writing and delivered by: (a) email with confirmed receipt to legal@smartlogic.ai (to SmartLogic AI) or User's registered email (to User); (b) certified mail to the addresses in the Order Form. Notices are effective upon confirmed receipt.

20.7 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, employment, or fiduciary relationship. Neither party has authority to bind the other to any obligation.

20.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement creates any rights for any third party.

20.9 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

20.10 Counterparts and Electronic Signatures

This Agreement may be executed electronically. Electronic signatures are deemed valid and binding. If executed in counterparts, all counterparts together constitute one instrument.

20.12 Non-Solicitation of Personnel

During the Subscription Term and for a period of twelve (12) months following the termination or expiration of this Agreement for any reason, User shall not, directly or indirectly: (a) solicit, recruit, induce, or encourage any employee, contractor, or consultant of SmartLogic AI with whom User had material contact during the Subscription Term to terminate or reduce their engagement with SmartLogic AI; (b) hire or engage any such individual as an employee, contractor, or consultant without SmartLogic AI's prior written consent. This restriction applies regardless of whether initial contact was initiated by User or by the individual. Nothing in this Section prohibits general public job postings not specifically targeted at SmartLogic AI personnel. In the event of a breach of this Section, User acknowledges that SmartLogic AI would suffer irreparable harm and that SmartLogic AI shall be entitled to injunctive relief without bond, in addition to liquidated damages equal to one (1) year of the solicited individual's total annual compensation with SmartLogic AI, which the parties agree is a reasonable pre-estimate of harm and not a penalty. This Section survives termination of this Agreement.

20.11 Mandatory Document Review Prior to Submission

REQUIRED: ALL DOCUMENTS MUST BE REVIEWED BEFORE SUBMISSION - ANY DOCUMENT, FILING, CLAIM, DEMAND, NOTICE, OR OTHER WRITTEN SUBMISSION GENERATED BY OR WITH THE ASSISTANCE OF CAPTUREIQ — INCLUDING AI-GENERATED OUTPUT — MUST BE INDEPENDENTLY REVIEWED, VERIFIED, AND APPROVED BY A QUALIFIED HUMAN REVIEWER BEFORE SUBMISSION TO ANY COURT, ARBITRAL TRIBUNAL, REGULATORY BODY, GOVERNMENT AGENCY, COUNTERPARTY, OR OTHER RECIPIENT. SUBMISSION OF AN UNREVIEWED DOCUMENT IS A MATERIAL BREACH OF THIS AGREEMENT.

The mandatory review requirement applies to all use cases without exception, including:

Legal filings, pleadings, motions, briefs, and exhibits intended for submission to any court or arbitral panel;

Regulatory filings, applications, disclosures, and correspondence with government agencies;

Contracts, agreements, letters of intent, and term sheets to be transmitted to counterparties;

Demand letters, notices of breach, cure notices, or other adversarial communications;

Compliance reports, certifications, or attestations;

Any other document where accuracy, completeness, or legal sufficiency is material.

SmartLogic AI expressly disclaims all liability for any damages, sanctions, malpractice claims, regulatory penalties, adverse judgments, or other consequences arising from User's submission of CaptureIQ-generated Output without independent human review. User acknowledges that:

CaptureIQ's AI-generated Output may contain errors, hallucinations, misstatements, or omissions that are not apparent on their face;

AI-generated legal or compliance documents are not a substitute for the judgment of a licensed attorney, accountant, or other qualified professional;

User assumes full and sole responsibility for the accuracy and completeness of any document submitted after generation by CaptureIQ;

Courts, arbitrators, and regulators increasingly scrutinize AI-generated submissions; User is solely responsible for compliance with any applicable rules governing use of AI-generated content in proceedings.

Where CaptureIQ is used to assist in preparing submissions for arbitration proceedings under Section 18 or court filings under Section 19, User shall retain qualified legal counsel to review all such documents prior to submission. SmartLogic AI is not responsible for and shall have no liability arising from any legal proceeding in which User relies on unreviewed CaptureIQ Output.

21. CONTACT INFORMATION

For questions, notices, or concerns regarding this Agreement, please contact SmartLogic AI:

Company | SmartLogic AI, LLC

Legal Inquiries | legal@smartlogic.ai

Security Issues | security@smartlogic.ai

General Support | support@smartlogic.ai | smartlogic.ai/support