1.1. "AI Tools" means generative artificial intelligence and machine learning services or applications that are integrated into the Service, including without limitation, third-party large language models.

1.2. "Applicable Privacy Laws" means the data protection, data security, and privacy laws and regulations of any jurisdiction applicable to the Service under this Agreement.

1.3. "Confidential Information" means all information regarding a party's business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, that (a) is clearly identified as confidential or proprietary at the time of disclosure, or (b) the receiving party knew or should have known, given the nature of the information and the circumstances of its disclosure, was considered confidential or proprietary. Customer's Confidential Information includes the Customer Content. NoviStart's Confidential Information includes the NoviStart Technology.

1.4. "Customer Content" means Inputs, Outputs, and any other content or information uploaded or transmitted to the Service by Customer or Users, including from Third-Party Services. Customer Content includes Customer Marks. Customer Content does not include Performance Data.

1.5. "Customer Marks" means Customer's trademarks, tradenames, service marks, and logos.

1.6. "Documentation" means all specifications, user manuals, and other technical materials relating to the Service that are provided or made available to Customer in writing, and as may be modified by NoviStart from time to time.

1.7. "Fees" means the fees for the Service as set forth on the Order.

1.8. "NoviStart Technology" means the Service, Performance Data, the Documentation, AI Tools, and all applicable software, algorithms, data, and technical information used by NoviStart or provided to Customer in connection with the foregoing, including any enhancements, improvements, or derivatives thereto.

1.9. "Order" means an order presented to you within NoviStart's website in connection with your subscription to the Service, which describes applicable Fees.

1.10. "Performance Data" means general performance and usage data about the Service, including metadata regarding Customer's use of the Service (such as technical logs, task types, completion rates, and success metrics). Performance Data does not contain any Personal Data.

1.11. "Personal Data" means Customer Content that constitutes "personal data," "personal information," or "personally identifiable information" defined in Applicable Privacy Laws or information of a similar character regulated thereby, except that Personal Data does not include such information pertaining to Customer personnel who are business contacts for NoviStart, or such information received by NoviStart directly or from other sources (such as its other customers) independent of NoviStart's relationship with Customer.

1.12. "Third-Party Service" means any third-party service or application connected to, or integrated with, the Service by or on behalf of Customer, including third-party AI Tools.

1.13. "Users" means: (a) if Customer is an organization or corporate entity, employees and independent contractors who are authorized by such Customer entity to access the Service pursuant to Customer's rights under this Agreement; or (b) if Customer is an individual (i.e., not an organization or corporate entity), then User refers solely to such individual.

2.1. Subscription to the Service.Subject to the terms and conditions of this Agreement, NoviStart hereby grants to Customer a revocable, non-sublicensable, non-transferable (except as provided in Section 11.2), non-exclusive right to access and use the Service and accompanying Documentation solely for Customer's own business purposes (including providing a copy to potential investors).

2.2. Access.Each User will be provided with access to and use of the Service through unique and confidential account credentials. These credentials cannot be shared or used by more than one individual User to access the Service. Customer is responsible for maintaining the confidentiality of all Users' account credentials and is solely responsible for all activities that occur under those User accounts. Customer will promptly notify NoviStart of any actual or suspected unauthorized use or access to its account. In registering an account on the Service, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

2.3. Restrictions.Customer will not, and will not permit any User or other party to: (a) allow any third party to access the NoviStart Technology except as expressly allowed herein; (b) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the NoviStart Technology for the benefit of any unauthorized third party (including on a service bureau basis); (c) reverse engineer, decompile, disassemble, or otherwise derive or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the NoviStart Technology, except as permitted by law; (d) use any automated software, devices or other processes to "scrape," extract, or download data from the NoviStart Technology (other than Customer Content) without the prior written consent of NoviStart; (e) retrieve data or other content from the Service to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from NoviStart or to extract contact information of individuals or businesses other than in connection with the purpose for which such contact information is provided to you; (f) interfere in any manner with the operation of the NoviStart Technology or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the NoviStart Technology without the prior written consent of NoviStart; (g) attempt to access the NoviStart Technology through any unapproved interface; (h) attempt to circumvent any usage restrictions of the NoviStart Technology; (i) modify, copy or make derivative works based on any part of the NoviStart Technology; (j) access or use the NoviStart Technology to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (k) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of NoviStart or its licensors on the NoviStart Technology or any copies thereof; or (l) otherwise use the NoviStart Technology in any manner that exceeds the scope of use permitted under Section 2.1 or in a manner inconsistent with applicable law, the Documentation, an Order, or this Agreement.

2.4. Suspension.NoviStart reserves the right to suspend Customer's or any User's access to the Service for any failure, or suspected failure, to comply with Section 2.3 (Restrictions). NoviStart may also suspend Customer's or any User's access to all or any part of the Service, without notice and without incurring any resulting obligation or liability, in NoviStart's reasonable discretion.

2.5. Third-Party Services, Websites, Accounts, and Applications.(a) Third-Party Services. Customer may elect, or where it is a necessary part of the Service, may be required, to link certain Third-Party Services (including but not limited to payment processors, applicant tracking systems, workplace communication tools, and AI Tools) to the Service, including by entering Customer's API keys associated with its account with such Third-Party Service. Customer acknowledges that: (a) NoviStart may access any Customer Content provided via a Third-Party Service so that it may be used in accordance with the terms of this Agreement, and (b) it is instructing NoviStart to share Customer Content (including Personal Data where directed) with the providers of such Third-Party Services; (c) it is responsible for ensuring that Customer is entitled to grant NoviStart access to Customer's account with such Third-Party Service; and (d) it is responsible for all activity under the Third-Party Services and any content or Outputs derived therefrom, including all payment obligations associated with a Third-Party Service. Third-Party Services are not under the control of NoviStart, and NoviStart is not responsible for any Third-Party Services. Customer's use of Third-Party Services under its control is governed by the Customer's agreement with providers of such Third-Party Services. Customer acknowledges and accepts that NoviStart does not guarantee the continued interoperability or availability of any Third-Party Service, which may be updated or removed from the Service from time to time.

(b) Third-Party Websites. The Service may contain links to third-party websites. When you click on a link to a third-party website, we will not warn you that you have left the Service and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such third-party websites are not under the control of NoviStart. NoviStart is not responsible for any third-party websites. NoviStart provides these third-party websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to third-party websites, or any product or service provided in connection therewith. You use all links in third-party websites at your own risk. When you leave our Service, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any third-party websites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

(c) Third-Party Application Access. With respect to any application accessed through or downloaded from the Apple App Store (an "App Store Sourced Application"), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs iOS (Apple's proprietary operating system) and (ii) as permitted by the "Usage Rules" set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple's Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any application accessed through or downloaded from the Google Play store, you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.

(d) Access through a Third-Party Account. The Service may allow you to link your account with a social networking service through which you connect to the Service (a "Third-Party Account"). By linking your account to a Third-Party Account, you represent that you are entitled to disclose your Third-Party Account login information to NoviStart and/or grant NoviStart access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating NoviStart to pay any fees or making NoviStart subject to any usage limitations imposed by such third-party service providers. You may disable the connection between your account and any Third-Party Account by accessing the "Settings" section of the Service. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND NOVISTART DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.

(e) Accessing and Downloading the Application from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

(i) You acknowledge and agree that (i) this Agreement is concluded between you and NoviStart only, and not Apple, and (ii) NoviStart, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

(ii) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

(iii) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between NoviStart and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of NoviStart.

(iv) You and NoviStart acknowledge that, as between NoviStart and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(v) You and NoviStart acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between NoviStart and Apple, NoviStart, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.

(vi) You and NoviStart acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

(vii) Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

(3.1.) AI Tools. You further acknowledge that the Service uses AI Tools that can be trained to recognize and search for certain patterns (including natural language patterns), information, objects, and events, and that such recognition is developed over time based on your use of the Service. The AI Tools also use your Inputs to generate Outputs, as further set forth in Section 3.2 (Inputs and Outputs). You acknowledge and agree that we may share your Inputs with third-party providers of AI Tools in connection with the license granted by you to us in Section 3.4 (Rights to Inputs and Outputs), and that such third-party providers may not be required to maintain the confidentiality of any of your Customer Content.

(3.2.) Inputs and Outputs. You may share or upload information through the Service, including by way of your prompts, comments, questions, and other input to the Service ("Inputs"). When you make available any Inputs through the Service, you represent that you own and/or have sufficient rights to use such Inputs in connection with the Service, including to grant the license set forth in Section 3.4 (Rights to Inputs and Outputs). In response to any Inputs that you provide to the Service, the Service, together with AI Tools, may generate new information based on such Inputs ("Outputs"). You acknowledge that the Outputs are based on your Inputs, and that NoviStart has no control over any such Inputs. Accordingly, all Outputs are provided "as is" and with "all faults", and NoviStart makes no representations or warranties of any kind or nature with respect to any Inputs or Outputs, including any warranties of accuracy, completeness, truthfulness, timeliness, or suitability. You are solely responsible for your use of your Outputs created through the Service, and you assume all risks associated with your use of any Outputs, including any potential copyright infringement claims from third parties or any disclosure of your Outputs that personally identifies you or any third party. You are solely responsible for reviewing any Outputs prior to your use and exercising your own judgment as to their suitability for use.

(3.3.) Input Restrictions. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. You shall not upload or otherwise transmit Inputs to the Service, or attempt to create Outputs through the Service, that (a) are unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, pornographic, offensive, or profane; (b) infringe or misappropriate any third party's intellectual property rights or other proprietary rights; (c) contain any viruses, worms or other malicious computer programming codes that may damage the Services; (d) contain any personal information, such as financial, medical, or other sensitive personal information such as government IDs, passport numbers, or social security numbers; or (e) violate any applicable terms of third-party AI Tools. Furthermore, Inputs that you upload or otherwise transmit to the Service may not contain nudity, violence, sexually explicit, obscene, or offensive subject matter as determined by NoviStart in its sole discretion. You may not upload or otherwise transmit any Inputs that include any identifiable person or any of their personal characteristics without that person's permission.

(3.4.) Rights to Inputs and Outputs. Customer retains all right, title, and interest in and to the Customer Content. As between the parties, if NoviStart obtains any rights to any Outputs (as further discussed in Section 3.5), NoviStart hereby assigns all right, title, and interest thereto to Customer. NoviStart may use Customer Content to provide you with the Service. In addition, Customer Content may be used by NoviStart, or third-party providers of the AI Tools, during and after the Term, to train, fine-tune, develop, enhance, evolve, and improve the Service and the underlying artificial intelligence models, algorithms, and related technology, products, and services (including for labeling, classification, content moderation, and model training purposes).

(3.5.) Outputs May Not Be Protectible by IP Rights. Given the nature of artificial intelligence that powers the Service, you acknowledge that: (a) Outputs may not be unique across users and the Service may generate the same or similar output for another user under similar terms and you do not have any right, title, or interest in or to any output provided to other users, regardless of the level or degree of similarity with the Outputs; (b) NoviStart does not represent or warrant that the Outputs are protectible by any intellectual property rights under applicable law; and (c) NoviStart does not guarantee that you will exclusively own or have all necessary rights to the Outputs for your intended purposes, or that the Outputs do not incorporate, infringe, or misappropriate the intellectual property or proprietary rights of any third party.

4.1. NoviStart Technology. Customer acknowledges that NoviStart retains all right, title, and interest in and to the NoviStart Technology, and that the NoviStart Technology is protected by intellectual property rights owned by or licensed to NoviStart. Other than as expressly set forth in this Agreement, no license or other rights in the NoviStart Technology are granted to the Customer.

4.2. Performance Data. NoviStart may monitor Customer's use of the Service and may collect and compile Performance Data. As between NoviStart and Customer, all right, title, and interest in the Performance Data, and all intellectual property rights therein, belong to and are retained solely by NoviStart. NoviStart may use Performance Data to operate, improve, analyze, and support the Service and for other lawful business purposes, provided that the Performance Data will not identify Customer or Customer's Confidential Information.

4.3. Feedback. Customer or its Users may give feedback to NoviStart on the use, operation, and functionality of the Service, including information about operating results, known or suspected bugs, errors, or compatibility problems, suggested modifications, and user-desired features, functionality, or workflows (collectively, "Feedback"). NoviStart may use and incorporate such Feedback connection with its business, products and services without restriction or consideration to Customer. NoviStart will not identify Customer as the source of any such Feedback. NoviStart acknowledges that all Feedback is provided to NoviStart on an "as is" basis and that Customer is not responsible for NoviStart's use of any Feedback, including any results therefrom.

5.1. Free Trials and Promotional Access. Any free trial or other promotion that provides Users access to the Service must be used within the specified time of the trial. At the end of the trial or promotional period, Customer's use of the Service will automatically roll into a paid Subscription at NoviStart's then-current Fees, and Customer will be charged for such Subscription, as set forth in the remainder of this Section 5 if it does not cancel prior to the start date of the Subscription period.

5.2. Subscriptions; Fees. Licenses to the Service are available on a subscription basis (a "Subscription"). The Fees for such Subscription will be set forth on an applicable Order and will be billed at the start of the Subscription and at regular intervals in accordance with Customer's elections on the Order at the time of purchase. NoviStart reserves the right to change the timing of billing and to change the Subscription pricing at any time. If changes to the Subscription pricing occur that impact Customer's Subscription, NoviStart will use commercially reasonable efforts to notify Customer, such as by sending an email to the email address associated with Customer's account. If Customer does not agree with such changes, Customer may cancel its Subscription as set forth in Section 5.2(b) (Cancelling Subscriptions). Fees are non-refundable (except as expressly set out in an Order) and are not eligible for set off. Customer will pay the Fees within thirty (30) days of receipt of an invoice. Customer will maintain complete, accurate and up-to-date Customer billing and contact information.

(a). Automatic Renewal. Each Subscription will continue and automatically renew at NoviStart's then-current price for such Subscription until terminated in accordance with this Agreement (each such renewal term, a "Renewal Term"). The frequency at which Customer's Subscription renews (i.e., monthly, annually, etc.) will be designated on the Order. By subscribing, Customer authorizes NoviStart to charge the payment method designated in Customer's account now, and again at the beginning of any Renewal Term. Upon renewal of Customer's Subscription, if NoviStart does not receive payment, (i) Customer shall pay all amounts due on Customer's account upon demand and/or (ii) Customer agrees that NoviStart may either terminate or suspend Customer's Subscription and continue to attempt to charge Customer's designated payment method until payment is received (upon receipt of payment, Customer's account will be activated and for purposes of automatic renewal, the Renewal Term will begin as of the day payment was received).

(b). Cancelling Subscriptions. Customer may cancel its Subscription by logging in and selecting the cancellation option within the billing page or otherwise by contacting NoviStart (in accordance with Section 11.3 (Notices)), which will be effective at the end of the then-current Subscription term. For clarity, any cancellation of a Subscription will be subject to any minimum term agreed upon in an Order.

(c). Effect of Cancellation. If Customer cancels its Subscription, Customer may use its Subscription until the end of the then-current Subscription term; Customer's Subscription will not be renewed after the then-current term expires. However, Customer will not be eligible for a prorated refund of any portion of the Fees paid for the then-current Subscription period.

5.2(d). Upgrades and Downgrades. If Customer chooses to upgrade its Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental Fees associated with such upgrade will be charged in accordance with this Agreement. In any future Renewal Term, the Fees will reflect any such upgrades. If Customer chooses to downgrade a Subscription, the downgrade will take effect as of the first day of the next Renewal Term. Downgrading a Subscription may cause loss of content, features, or capacity of the Service, and NoviStart does not accept any liability for such loss.

5.3. Payments. Customer agrees to pay all charges at the amounts in effect when such charges are incurred. NoviStart uses Stripe, Inc. and its affiliates ("Stripe") as its Third-Party Service for payment services (e.g., card acceptance, merchant settlement, and related services). If you subscribe to the Service, you will be required to provide your payment details and any additional information required to complete your order directly to Stripe. You agree to be bound by Stripe's Privacy Policy (currently accessible at https://stripe.com/privacy) and its Terms of Service (currently accessible at https://stripe.com/legal/ssa) and hereby consent and authorize NoviStart and Stripe to share any information and payment instructions you provide with one or more providers of Third-Party Services to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by Stripe and your card issuer, and NoviStart is not responsible if your card issuer declines to authorize payment for any reason. For your protection, Stripe uses various fraud prevention protocols and industry standard verification systems to reduce fraud, and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. NoviStart is not responsible for this. In some jurisdictions, Stripe may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services. NoviStart may change its Third-Party Service provider for payment services at any time with or without notice.

5.4. Payment Information. By providing your payment and financial information, you agree that NoviStart, its service providers, and any of its third-party payment processors (e.g., Stripe) are authorized to immediately charge your account for all applicable Fees and that no additional notice or consent is required.

5.5. Taxes. All Fees owed by Customer in connection with this Agreement are exclusive of, and Customer will pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Customer in connection with this Agreement, except for employment taxes and taxes based on NoviStart's income.

5.6. Late Payment. Payments by Customer that are past due will be subject to interest at the rate of one and one-half percent (1½%) per month (or, if less, the maximum allowed by applicable law) of that overdue balance. NoviStart reserves the right (in addition to any other rights or remedies NoviStart may have) to suspend Customer's access to the Service if any Fees set forth in the applicable Order are more than thirty (30) days overdue until such amounts are paid in full.

6.1. Restrictions. As a recipient of Confidential Information, each party agrees that it will (a) use the Confidential Information of the disclosing party only as set forth in this Agreement, (b) not disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under this Agreement, (c) limit access to the Confidential Information of the disclosing party to its employees and contractors who have a need to know such information to use or provide the Service, and ensure that such employees or contractors are bound by confidentiality obligations at least as protective as those contained herein, and (d) protect the Confidential Information of the disclosing party from unauthorized use, access, and disclosure in a reasonable manner.

6.2. Exclusions. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information that (a) is or becomes generally known and available to the public through no act or omission of the receiving party, (b) was in the receiving party's lawful possession without confidentiality restrictions prior to disclosure by the disclosing party, (c) is received without confidentiality restrictions from a third party with the right to make such a disclosure, or (d) is independently developed by the receiving party. The receiving party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the receiving party will, if permitted by law, provide advance notice of the disclosure to the disclosing party and cooperate so that the disclosing party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.

6.3. Privacy Policy. Please review our Privacy Policy available at https://www.usenovi.com/privacy for more information about how NoviStart handles your Personal Data.

7.1. Term. The term of this Agreement will commence on the date your Subscription begins and continue until so long as you have an active Subscription in place (the "Term").

7.2. Termination. Either party may terminate this Agreement upon written notice if: (a) the other party materially breaches the Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach, or (b) the other party: (i) becomes insolvent, (ii) files a petition in bankruptcy that is not dismissed within sixty (60) days of commencement, or (iii) makes an assignment for the benefit of its creditors. NoviStart reserves the right to terminate this Agreement or your access to the Service at any time without cause.

7.3. Effect of Termination. Upon the expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer hereunder will immediately terminate and Customer will cease use of the Service and Documentation. Termination of this Agreement will not relieve Customer of its obligation to pay all Fees that accrued prior to such termination. If NoviStart terminates this Agreement without cause, it shall refund to Customer all pre-paid, unused Fees. Each party will return to the other or destroy all property (including any Confidential Information) of the other party, except to comply with Section 7.4 (Data Export) below. Notwithstanding the foregoing, each party may retain the Confidential Information of the other in accordance with its standard backup procedures, subject to the requirements in Section 6 (Confidential Information; Privacy). Sections 1, 2.3, 3, 4, 5.3 through 5.6 (until such time that all Fees are paid), 6, 7.3, 8.2 and 9 through 12 will survive the termination of this Agreement.

8.1. Customer Content. Customer represents and warrants that it has all rights necessary to upload and use the Customer Content with the Service (and has provided all required notices to its end customers related thereto) and to grant NoviStart all licenses to Customer Content in this Agreement without violating any third-party intellectual property, privacy, or other rights, including Applicable Privacy Laws or any agreement with any Third-Party Service.

8.2. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE NOVISTART TECHNOLOGY IS PROVIDED "AS IS" AND "AS AVAILABLE" AND (B) NOVISTART AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. NoviStart DOES NOT WARRANT OR REPRESENT THAT THE NOVISTART TECHNOLOGY OR ANY OUTPUTS THEREFROM WILL BE FREE FROM BUGS, UNINTERRUPTED, OR ERROR-FREE.

CUSTOMER ACKNOWLEDGES AND AGREES THAT NOVISTART IS NOT LIABLE, AND CUSTOMER AGREES IT WILL NOT SEEK TO HOLD NOVISTART LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ANY THIRD-PARTY SERVICE, AND THAT THE RISK OF INJURY FROM ANY THIRD PARTY RESTS ENTIRELY WITH CUSTOMER.

CUSTOMER ACKNOWLEDGES THAT the Service LEVERAGES AI TOOLS AND THAT NOVISTART IS NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD NOVISTART LIABLE, FOR ANY THIRD-PARTY AI TOOLS. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF the Service AND OUTPUTS COMPLY WITH ALL APPLICABLE LAWS. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR CUSTOMER'S USE OF the Service AND ANY OUTPUTS RESULTING THEREFROM. CUSTOMER SHOULD EVALUATE THE FITNESS OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER'S SPECIFIC USE CASE.

NoviStart does not provide professional advice. The Service, and the content, information, and tools therein, are provided for educational, informational, and entertainment purposes only. The information provided through the ServicE does not constitute ADVICE and is not intended as a complete source of information on any business idea or plan. You should conduct your own due diligence and consult your OWN PROFESSIONAL AdvisorS (INCLUDING ATTORNEYS AND ACCOUNTANTS) before making any decisions BASED ON THE SERVICE, INCLUDING ANY OUTPUTS THEREFROM. NoviStart does not warrant or otherwise guarantee the viability or FUTURE SUCCESS of any business idea or plan.

FROM TIME TO TIME, NOVISTART MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH CUSTOMER MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND AND MAY BE MODIFIED OR DISCONTINUED AT NOVISTART'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

You shall indemnify and hold NoviStart, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "NoviStart Party" and collectively, the "NoviStart Parties") harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (i) Customer Content; (ii) your use of, or inability to use, the Service; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; or (v) your violation of any applicable laws, rules, or regulations. NoviStart reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with NoviStart in asserting any available defenses. This provision does not require you to indemnify any of the NoviStart Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation, or concealment, or suppression or omission of any material fact in connection with the Service or any other service provided hereunder. You agree that the provisions in this section will survive any termination of your account, this Agreement, and/or your access to the Service.

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL NOVISTART BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS IN ANY WAY RELATING TO THIS AGREEMENT. IN NO EVENT WILL NOVISTART'S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY RECEIVED BY NOVISTART FROM CUSTOMER PURSUANT TO THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL NOT APPLY TO LIABILITIES THAT CANNOT BE LIMITED BY LAW. THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH LIMITATIONS.

11.1. Governing Law. This Agreement will be governed by the laws of the State of New York, exclusive of conflict or choice of law rules.

11.2. Assignment; Subcontractors. Neither party may assign this Agreement, including any rights or obligations arising hereunder, without the prior written consent of the other party, except that NoviStart may assign this Agreement without the consent of Customer in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be null and void. This Agreement will be binding upon each party's respective permitted successors and assigns. Customer agrees that NoviStart may subcontract certain aspects of the Service to qualified third parties, provided that any such subcontracting arrangement will not relieve NoviStart of any of its obligations hereunder.

11.3. Notices. Any notice under this Agreement must be given in writing to the other party (a) if to NoviStart, then to legal@usenovi.com or NoviStart, Inc., 8791 Alta Dr. Ste 4088, Las Vegas, NV 89145; and (b) if to Customer, then to the email address associated with Customer's account. Notices will be deemed to have been given upon: (a) receipt (or when delivery is refused) if delivered in person or sent by recognized courier service, or (b) delivery, if sent by email that references this Section 11.3.

11.4. Force Majeure. Any delay in the performance of any duties or obligations of either party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outage, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

11.5. Publicity. If Customer is an organization or corporate entity, NoviStart may use Customer's name and Customer Marks to identify Customer as a customer, including on NoviStart's website, social media and in sales and marketing materials, in the same manner in which it uses the names of its other customers.

11.6. Export. Customer agrees not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from NoviStart, or any products using such data, in violation of the United States export laws or regulations. Further, each party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the NoviStart Technology is provided (the "Export Laws") to assure that neither any deliverable, if any, nor any direct product thereof is (1) exported, directly or indirectly, in violation of the Export Laws or (2) intended to be used for any purposes prohibited by the Export Laws. Customer further represents that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties.

11.7. U.S. Government Restricted Rights. If Customer is a government end user, then this provision also applies to Customer. The software contained within the Service and provided in connection with this Agreement has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), and is provided as "commercial items," "commercial computer software," and/or "commercial computer software documentation." Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure, or distribution thereof by or for the U.S. Government will be governed solely by this Agreement and will be prohibited except to the extent expressly permitted by this Agreement.

11.8. Communications. By entering into this Agreement or using the Service you agree to receive communications from NoviStart, including via e-mail. Communications from NoviStart and its affiliated companies may include but are not limited to operational communications concerning your use of the Service, updates concerning new and existing features on the Service, communications concerning promotions run by NoviStart or third-party partners, and news and industry developments.

11.9. Miscellaneous. This Agreement (as may be modified from time to time) is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings. To the extent of any inconsistency between this Agreement and an Order, the Order shall prevail solely to the extent of the inconsistency. No terms of any purchase order, acknowledgement, or other form provided by Customer will modify this Agreement, regardless of any failure of NoviStart to object to such terms. Any ambiguity in this Agreement will be interpreted equitably without regard to which party was the drafter hereof. NoviStart may modify the terms of this Agreement at any time, and any such modification will take effect upon 30 days' written notice (email to suffice). In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture, or employee-employer relationship is intended or created by this Agreement. Except for NoviStart Parties, who may enforce this Agreement against Customer solely as relates to Section 9 (Indemnification), there are no third-party beneficiaries of this Agreement.

12.1. Arbitration of Disputes. Subject to the terms of this agreement to arbitrate ("Arbitration Agreement"), you and NoviStart agree that all disputes or claims between you and NoviStart that arise out of or relate in any way to your use of or access to the Service, or to this Agreement, including prior versions of this Agreement, (each, a "Dispute") will be resolved by binding arbitration. By entering into this Arbitration Agreement, all parties are waiving their respective rights to sue in court and have a trial in front of a judge or jury. This Arbitration Agreement is intended to be broadly interpreted and includes, for example, Disputes brought under any legal theory or that arose before you first accepted any version of this Agreement containing an arbitration provision. This Arbitration Agreement does not preclude any party from (1) bringing claims in small claims court if such claims qualify and remain in small claims court; or (2) seeking equitable relief in any court of competent jurisdiction for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

12.2. Informal Dispute Resolution. Before initiating any proceeding according to the terms of this Arbitration Agreement, as a condition precedent to doing so, you and NoviStart agree to try to first resolve Disputes informally by contacting the other party in writing (the "Notice of Dispute"). If the Dispute is not resolved within 45 days after submission of the Notice of Dispute, you or NoviStart may commence arbitration or, in the limited circumstances described in this subsection above, an alternative legal proceeding. Any applicable statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal Dispute resolution process. You and NoviStart agree that any Dispute subject to arbitration under this Arbitration Agreement not resolved informally must be filed in arbitration within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.

12.3. Arbitration Procedures. The interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings initiated hereunder will be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The National Arbitration & Mediation ("NAM") will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the "NAM Rules") in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings (both sets of rules are currently available at https://www.namadr.com/resources/rules-fees-forms/), and as modified by this Arbitration Agreement. All issues are for the arbitrator to decide, including issues related to the scope and enforceability of this Arbitration Agreement and the arbitrability of Disputes, except that only a court of competent jurisdiction may decide issues concerning the validity, enforceability, interpretation, and breach of Section 12.6. The arbitration will be conducted in the county where you reside or New York, New York, unless the parties agree to another location or the Batch Arbitration process is triggered per Section 12.7. The arbitrator will issue a final, binding written award, which may be entered in any court having jurisdiction.

12.4. Confidentiality. To the fullest extent permitted by applicable law, all materials and documents exchanged during the arbitration will be kept confidential.

12.5. Arbitration Fees. The NAM Rules will govern the payment of arbitration fees. The parties shall bear their own attorneys' fees and costs unless the arbitrator finds that the Dispute was frivolous and/or brought for an improper purpose (as measured by the standards set forth in the Federal Rule of Civil Procedure 11(b)).

12.6. No Class or Representative Actions. You and NoviStart agree that, by entering into this Arbitration Agreement, all parties MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If a final decision, not subject to any further appeal or recourse, determines that this Arbitration Agreement is invalid or unenforceable as to any particular claim or request for relief (such as a request for public injunctive relief), you and NoviStart agree that only that particular claim or request for relief will be severed from the arbitration and may be litigated in the state or federal courts located in New York, New York.

12.7. Batch Arbitration. Notwithstanding Section 12.6, to increase the efficiency of administration and resolution of arbitrations, you and NoviStart agree that, in the event there are ten (10) or more individual requests for arbitration ("Requests") of a substantially similar nature filed against NoviStart by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90)-day period, NAM will (1) administer the arbitration demands in batches of 100 Requests per batch (or, if between ten (10) and ninety-nine (99) individual Requests are filed, a single batch of all those Requests, and, to the extent there are fewer than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration"). If there is any dispute about the applicability of these Batch Arbitration procedures, NAM will appoint a single administrative arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator"). The Administrative Arbitrator's fees shall be paid by NoviStart.

12.8. 30-Day Right to Opt Out. You have the right to opt out of this Arbitration Agreement. If you do not wish to be bound by this Arbitration Agreement, you must send written notice to NoviStart within thirty (30) days of first accepting any version of this Agreement containing an Arbitration Agreement. You must send this notice to legal@usenovi.com or NoviStart, Inc., 8791 Alta Dr. Ste 4088, Las Vegas, NV 89145 and must include: (1) your name and address; (2) the email address you used to set up your account (if you have one); and (3) an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.

12.9. Changes to this Arbitration Agreement. NoviStart retains the right to make changes to this Arbitration Agreement in the future. You may reject any such change by notifying NoviStart within thirty (30) days of that change at legal@usenovi.com or NoviStart, Inc., 8791 Alta Dr. Ste 4088, Las Vegas, NV 89145. Unless you reject the change within thirty (30) days, your continued use of the Service constitutes your acceptance of the change. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you did not previously properly opt out per the requirements in Section 12.8 above.