SUBSCRIPTION TERMS

These Subscription Terms (these “Terms”) govern the access to and use of the proprietary AI meeting assistant tool (the “AI Assistant Tool”) provided by Arvo AI, Inc. (“Arvo”). The individual or entity that (a) clicks “I Agree,” “Accept,” or a comparable button, check-box, or digital signature presented with these Terms, or (b) executes a Subscription Order (defined below) that references these Terms (in either case, the “Client”) enters into a binding contract with Arvo as of the earlier of such actions (the “Effective Date”). If Client is an entity, the individual accepting on Client’s behalf represents and warrants that he or she has authority to bind Client to these Terms.

BY ACCESSING OR USING THE AI ASSISTANT TOOL, OR BY ENTERING INTO A SUBSCRIPTION ORDER THAT REFERENCES THESE TERMS, CLIENT AGREES THAT CLIENT HAS READ AND SHALL BE LEGALLY BOUND BY THESE TERMS. IF CLIENT DOES NOT AGREE, CLIENT MUST NOT ACCESS OR USE THE AI ASSISTANT TOOL.

1. Definitions.

The definitions for certain capitalized terms used in this Agreement are set forth below. Other terms are defined in the body of the Agreement.

1.1 “Affiliate.” With respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

1.2 “Applicable Law.” With respect to any Party, any federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, commission, or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such Party or any of its properties, assets, or business operations.

1.3 “Authorized User.” Client’s employees, contractors, or agents who are authorized by Client to access and use the AI Assistant Tool pursuant to this Agreement and for whom Client has purchased a license; provided that any contractors’ or agents’ access is limited to providing services to Client. Client is responsible for the acts and omissions of its Authorized Users and any other person who accesses or uses the AI Assistant Tool using any Authorized User’s credentials.

1.4 “Confidential Information.” a) with respect to Arvo, the AI Assistant Tool, and any other non-public information or material regarding or provided by Arvo or its Affiliates, including but not limited to information regarding their respective legal or business affairs, financing, organization, or pricing; b) with respect to Client, any non-public Client Data and any non-public information or material provided by Client hereunder regarding Client’s legal or business affairs, financing, employees, or organization; and Confidential Information does not include information that (i) becomes public without the Receiving Party’s act or omission, (ii) was known to the Receiving Party before disclosure, (iii) is independently developed without reference to the Disclosing Party’s Confidential Information, or (iv) is obtained without restriction from a third party.

1.5 “Client Data.” Any data that Client or any Authorized User provides to Arvo or submits to the AI Assistant Tool.

1.6 “Documentation.” The manuals, specifications, and other materials describing the functionality, features, operating characteristics, and use of the AI Assistant Tool, provided or made available by Arvo in written or electronic form.

1.7 “Harmful Code.” Computer code, programs, or devices intentionally designed to disrupt, damage, or interfere with the AI Assistant Tool, data, or associated systems, including “viruses,” “worms,” “Trojan horses,” “time bombs,” “trap doors,” or similar malicious code.

1.8 “Personal Information.” means any information: (i) that can be used to identify, contact, or precisely locate a natural person; and (ii) defined as ‘personal data,’ ‘personal information,’ ‘personally identifiable information,’ or ‘individually identifiable health information’ under any Applicable Laws, that is processed by or on behalf of Arvo through the AI Assistant Tool

1.9 “Subscription Order.” An ordering document executed by the Parties that references this Agreement and sets forth, among other things, the Subscription Term, applicable fees, and any special terms. The initial Subscription Order is attached as Schedule A; additional Subscription Orders may be executed.

1.10 “Subscription Term.” The term of Client’s subscription to the AI Assistant Tool as stated in the applicable Subscription Order.

2. Provision of Services

2.1 Services. Arvo grants Client, during the Term and subject to this Agreement, a limited, non-exclusive, non-transferable (except as permitted in Section 11.6) license, without the right to sublicense, to access and use the AI Assistant Tool solely for Client’s internal business purposes.

2.2 Restrictions on Use. Client shall not, and shall not permit any third party to: a) allow anyone other than Authorized Users to access the AI Assistant Tool; b) allow an Authorized User to share credentials; c) reverse engineer, decompile, disassemble, or otherwise attempt to discern source code or interface protocols; d) modify, adapt, or translate the AI Assistant Tool; e) copy the AI Assistant Tool; f) resell, distribute, or sublicense the AI Assistant Tool or use it for the benefit of anyone other than Client; g) remove or modify proprietary markings; h) use the AI Assistant Tool (i) in violation of Applicable Law, (ii) to build a competitive product or service, or (iii) for any purpose not expressly permitted; or i) introduce or transmit Harmful Code. Arvo may monitor compliance and Client shall cure any non-compliance within five (5) days after notice.

2.3 Onboarding of Authorized Users. Each Authorized User must activate the Software using a license key provided by Arvo (“License Key”). Client is solely responsible for the distribution and use of License Keys and for ensuring that the number of Activated Users does not exceed the licensed quantity set forth in the Order Form. Arvo may, upon notice to Client, deactivate any License Key or Activated User in order to enforce the licensed user limits or as otherwise reasonably necessary to protect the security or integrity of the Services. Client shall promptly notify Arvo of any Activated Users that should be deactivated (e.g., due to termination of employment or role change). When an Activated User is deactivated, Client may assign the corresponding License Key to a new Authorized User, provided that the total number of Activated Users does not exceed the licensed quantity at any given time.

2.4 Service Levels and Support. Arvo or its third-party providers will host the AI Assistant Tool and use commercially reasonable efforts to minimize downtime, except for scheduled maintenance or causes beyond reasonable control. Arvo will use commercially reasonable efforts to notify Client of AI Assistant Tool unavailability of which it becomes aware.

2.5 Modifications. Arvo may modify the AI Assistant Tool by adding, deleting, or altering features, provided the overall functionality is not materially decreased. Arvo may discontinue any feature or report at any time.

2.6 Beta Features and Pilots. Arvo may offer beta features or free Pilots for evaluation at no charge. Beta features are not part of the AI Assistant Tool, are provided “as is,” and may be discontinued at any time. Arvo disclaims all liability relating to beta features and for any Pilot.

3. Fees and Payment

3.1 Fees and Taxes. Client shall pay the fees set forth in each Subscription Order (“Fees”). Fees exclude all taxes, duties, and similar charges (“Taxes”). Arvo will invoice Client for any Taxes it is required to collect and remit, and Client will pay such Taxes. Arvo is responsible for taxes on its income, property, franchise, and employees.

3.2 Payment Terms. Arvo will invoice within a reasonable time after each calendar month during the Subscription Term, and Client shall pay within thirty (30) days of the invoice date unless otherwise stated in the Subscription Order. Invoices may be delivered electronically. Client hereby authorizes Arvo and its third party payment processors to charge and Client shall pay all Fees set forth in the Subscription Order, including all applicable taxes, via the payment method specified in Client’s account with Arvo. If Client pays any Fees with a credit card, Client agrees that Arvo or its third-party payment processors may seek pre-authorization of Client’s credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available.

3.3 Late Payments. If any Fees are not paid when due and remain unpaid for thirty (30) days thereafter, Arvo may (i) charge interest at the maximum lawful rate, (ii) require shorter payment terms for future orders, (iii) suspend the AI Assistant Tool, and/or (iv) terminate this Agreement in accordance with Section 4.2.

3.4 Non-Refundable. Except as expressly provided, all Fees are based on licenses and services purchased, not actual usage, and are non-refundable.

4. Termination and Suspension

4.1 Term. This Agreement commences on the Effective Date and continues until terminated under Section 4.2. Each Subscription Term is stated in the applicable Subscription Order.

4.2 Termination. a) Either Party may terminate this Agreement if no Subscription Orders are in effect. b) Client may terminate any Subscription Order at any time for convenience, but prepaid Fees are non-refundable. c) Arvo may terminate (i) for Client’s uncured breach five (5) days after notice, (ii) immediately if Client becomes insolvent or subject to bankruptcy or similar proceedings, or (iii) as otherwise provided herein.

4.3 Effect of Termination. Upon termination, Arvo will cease providing the AI Assistant Tool and Client shall immediately stop all access to and use of the AI Assistant Tool.

4.4 Survival. Sections 1, 3 (until all Fees are paid), 4.3, 4.4, 5, 6, 7, 8.3, 9, 10, and 11 survive termination.

5. Confidentiality and Data Security

5.1 Confidentiality. The Receiving Party shall protect the Disclosing Party’s Confidential Information with at least the same degree of care it uses for its own similar information (but no less than reasonable care) and shall use the Confidential Information only to perform under this Agreement. Disclosure to Representatives is permitted on a need-to-know basis if such Representatives are bound by confidentiality obligations no less stringent. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt notice to allow the Disclosing Party to seek protective relief.

5.2 Specific Performance and Injunctive Relief. The Parties acknowledge that a breach of Section 5.1 may cause irreparable harm not compensable by money damages. The Disclosing Party is therefore entitled to seek injunctive relief without posting bond, in addition to any other remedies.

5.3 Data Protection. All Client Data, including any Personal Information, is stored exclusively on the Client’s device. Arvo does not host, store, or otherwise retain any Client Data on its own systems or on any third-party servers. The only information stored by Arvo consists of basic usage metrics (e.g., frequency of platform use). These metrics do not include customer names or any personally identifiable information (PII) and are collected solely to monitor platform performance and usage trends. While Arvo does not store Client Data, it is designed to support the Client’s implementation of commercially reasonable physical, administrative, and technical safeguards to protect such data from unauthorized use or disclosure. Arvo provides functionality that enables secure local storage and access control, but the Client is solely responsible for maintaining the security of their device and Client Data. Arvo shall not, and shall ensure that its employees, agents, and contractors do not, collect, use, disclose, or process any information in a manner that violates this Agreement or Applicable Laws. Promptly, and in no event more than seventy-two (72) hours, upon discovery of any actual unauthorized access to, unauthorized disclosure of, or unauthorized use of any information resulting from a vulnerability in Arvo’s AI Assistant Tool (a “Security Breach”), Arvo shall provide notice to Client explaining the nature and scope of the incident (including without limitation the type of data that was the subject of the Security Breach). Arvo agrees to use commercially reasonable efforts to (i) investigate the Security Breach, including without limitation its causes and effects, (ii) identify and use all reasonable efforts to mitigate the effects of any such Security Breach, (iii) carry out any action necessary to remedy the cause of the Security Breach and prevent a recurrence, and (iv) notify Client of the progress and results of the foregoing. Arvo shall not issue any press release or make any other public filing, report or communication regarding a Security Breach affecting Personal Information without Client’s prior written approval.

6. Client Data

6.1 Aggregated Data. Arvo may collect usage data regarding access to and use of the AI Assistant Tool (“Usage Data”) and may combine Usage Data with other data, including Client Data, to create aggregated, anonymous data (“Aggregate Data”) that does not identify Client or Authorized Users. Arvo and its successors may use, publish, disseminate, sell, or otherwise exploit Aggregate Data in compliance with Applicable Law.

6.2 Consent. Client acknowledges and agrees that Client is solely responsible for providing (and Arvo disclaims all liability related to) any notices to, and obtaining consent from, individuals in connection with any wiretapping as required under applicable law.

7. Intellectual Property

7.1 AI Assistant Tool, Usage Data, Aggregate Data. Arvo retains all right, title, and interest in and to the AI Assistant Tool, Usage Data, and Aggregate Data, including all enhancements and intellectual property rights.

7.2 AI Output. The AI Assistant Tool may generate content, recommendations, analyses, or other output based on Client Data or user input (“Output”). Subject to these Terms, as between Arvo and Client, Client owns all right, title, and interest in and to the Output. Client is solely responsible for the use of any Output and for ensuring that such use complies with all applicable laws and regulations. Output is provided for informational purposes only and may contain errors, inaccuracies, or omissions. Client acknowledges that Output is generated by an artificial intelligence system and may not have been reviewed or verified by Arvo. Client should not rely on Output as a substitute for professional advice or independent verification.

8. Representations and Warranties; Disclaimers

8.1 Mutual Representations and Warranties. Each Party represents and warrants that: a) it is duly organized, validly existing, and in good standing; b) execution, delivery, and performance of this Agreement are within its powers and duly authorized; c) it has full power and authority to perform its obligations and grant the rights herein; and d) its performance will comply with Applicable Law.

8.2 Client’s Representations and Warranties. Client further represents and warrants that it has obtained all necessary rights and consents to collect, process, store, transmit, and sublicense Client Data as contemplated by this Agreement.

8.3 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 8.1 AND 8.2, THE AI ASSISTANT TOOL, OUTPUT, PILOT, BETA FEATURES, DOCUMENTATION, AND OTHER MATERIALS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ARVO DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, AND ERROR-FREE OPERATION. DATA AND OUTPUT PROVIDED THROUGH THE AI ASSISTANT TOOL ARE FOR INFORMATIONAL PURPOSES ONLY; CLIENT ASSUMES ALL RISK OF DECISIONS BASED THEREON.

9. Limitation of Liability

EXCEPT WITH RESPECT TO (a) CLIENT’S PAYMENT OBLIGATIONS, (b) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (c) A PARTY’S INDEMNIFICATION OBLIGATIONS: (i) NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY; AND (ii) EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE FEES PAID BY CLIENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. No action may be brought more than one (1) year after accrual of the cause of action.

10. Indemnification

10.1 Indemnification by Client. Client shall indemnify, defend, and hold harmless Arvo, its Affiliates, providers, and Representatives from and against all losses, liabilities, and expenses (“Losses”) arising out of any third-party claim (“Claim”) relating to (a) Client’s breach of this Agreement, (b) Client Data, or (c) Client’s or any Authorized User’s gross negligence or willful misconduct.

10.2 Indemnification by Arvo. Arvo shall indemnify, defend, and hold harmless Client, its Affiliates, and Representatives from and against all Losses arising out of any Claim alleging (a) Arvo’s gross negligence or willful misconduct, or (b) that the AI Assistant Tool infringes or misappropriates any third-party intellectual property right, except to the extent the Claim arises from (i) use other than as authorized, (ii) Client Data, (iii) unauthorized modifications by Client, (iv) use with unauthorized systems, or (v) use for unintended purposes. If the AI Assistant Tool is, or in Arvo’s opinion is likely to be, subject to an infringement Claim, Arvo may procure the right to continue use, replace or modify the AI Assistant Tool, or, if such options are not commercially reasonable, terminate this Agreement without further liability.

10.3 Procedure. The indemnified Party must (a) promptly notify the indemnifying Party (failure to timely notify does not relieve obligations unless materially prejudicial), (b) provide reasonable cooperation at the indemnifying Party’s expense, and (c) grant sole control of the defense and settlement, provided that the indemnifying Party may not admit liability on behalf of the indemnified Party without consent.

11. Miscellaneous

11.1 Feedback. Client may provide feedback regarding the AI Assistant Tool or related services, and Arvo may use such feedback without restriction or compensation.

11.2 Relationship of the Parties. The Parties are independent contractors. Nothing herein creates any agency, partnership, joint venture, or employment relationship.

11.3 Severability. If any provision is held unenforceable, it shall be stricken and replaced with an enforceable provision that most closely reflects the Parties’ intent, and the remainder of the Agreement shall remain in effect.

11.4 Waiver; Remedies. Waivers must be in writing and signed by the waiving Party. Except as expressly stated, all remedies are cumulative.

11.5 Headings. Headings are for convenience only and do not affect interpretation.

11.6 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except to (a) an Affiliate or (b) a successor in a change-of-control transaction, provided the assignee is not a competitor and agrees in writing to be bound hereby. Any other assignment is void.

11.7 Notices. Notices must be delivered by (i) registered mail, (ii) hand delivery, or (iii) email accompanied by regular mail, and are effective five (5) days after mailing or upon delivery, whichever occurs first. Notices shall be sent to the addresses set forth below or as otherwise designated in writing.

11.8 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The Parties consent to exclusive jurisdiction in the state and federal courts located in New York, New York and waive objections to venue. 11.9 Entire Agreement. These Terms, together with all Subscription Orders, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements and understandings. Amendments must be in writing and signed by both Parties.