Cybernet AI, Inc. (“we,” “us” or “our”) make available our proprietary platform known as “AIDOS” (the “Platform”) through which we offer AI driven voice robots (the “Agents”) and related tools, modules and other technology that optimize self-service communications regarding your product and service offerings (collectively, “Your Services”) between you and your clients (“Your Clients”). You accept this CyberNet AI End User License Agreement (this “EULA”) by clicking to accept or agree to this EULA (when this option is made available to you), through use of the Platform, or by continuing to use the Platform after being notified of a change to these Terms. If You do not agree with these Terms, or any portion of these Terms, you must not access or use the Platform. In consideration of interacting with the Platform, and for other good and valuable consideration, you agree to the following:

1. You Have the Right to Enter into these Terms. As an individual interacting with the Platform in your individual capacity or on behalf of an entity, you represent and warrant that you have all right, power and authority to enter into these Terms on your own or such entity’s behalf and bind yourself or such entity, as applicable, to these Terms. If you are entering these Terms on behalf of an entity, all references in these Terms to “you” and “your” will mean such entity.

2. Relationship to Existing Services Agreement. If you have entered into a separate services agreement with us, including an AIDOS Platform Order Form, including those Cybernet AI Master SaaS Terms incorporated therein (collectively, an “Existing Agreement”), then this EULA only applies to you to the extent that it does not conflict with that Existing Agreement or to the extent that this EULA covers subject matter outside the scope of that Existing Agreement. If you have not entered into an Existing Agreement, then this EULA applies to you in its entirety.

3. Acknowledgement Regarding Your Materials and AI Generated Outputs. As part of your use and access to the Platform, you may develop and thereafter convert one or more of your structured scripts and/or protocols (each a “Script”) into voice recordings and protocols for the purpose of the Agents’ interactions with Your Clients (such recordings and protocols, “AI Protocols,” and together with any other AI-generated outputs from the Platform and/or the Agent, collectively, “Outputs”). You acknowledge and agree that: (i) Outputs are generated by the Platform and/or the Agent based on information, content or other materials provided by you, your authorized users or Your Clients, including, without limitation, Scripts and AI Protocols (collectively, “Your Materials”); (ii) as a result, as between you and us, you are solely and absolutely responsible for Your Materials and all Outputs (including all AI Protocols and other Outputs), including the accuracy, quality and legality of any thereof; (iii) we will make no effort (and are no way obligated) to validate any of Your Materials or any Outputs for completeness, correctness, accessibility or legality; (iv) due to the nature of machine learning, Outputs may not be unique and the Platform and/or the Agent may generate the same or similar output for other Platform users; (v) while we have safeguards in place, the Platform and/or Agents may occasionally generate incorrect, incomplete and/or misleading information; and (v) as a result, we cannot and do not make any guaranty regarding any Output (including any AI Protocols or any other Outputs), including with regard to its accuracy, quality, legality or noninfringement.

4. Your Use of the Platform. You represent and warrant that you have all rights and licenses necessary to interact with us through Platform. You may interact with the Platform solely as permitted by this EULA, and solely to legally access the service being offered by Platform. You shall not, and shall not permit others to: (i) reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform, including any that of any Agent or of any related or underlying tool, module, software, documentation or data (collectively, “Technology”); (ii) modify, translate, or create derivative works of, from or otherwise based on the Platform or any Technology, in whole or in part; (iii) access and/or use the Platform or any Technology for timesharing or reselling purposes or otherwise for the benefit of a third party (other than expressly authorized by the Permitted Use); (iv) upload to or otherwise use the Platform or any Technology to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third-party rights, including privacy rights; (v) upload to or otherwise use the Platform or any Technology to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example (but not by way of limitation), viruses, worms, time bombs and Trojan horses); (vi) interfere with or disrupt the integrity or performance of the Platform or any Technology (in whole or in part); (vii) attempt to gain unauthorized access to the Platform, the Technology or any of their related systems or networks, or access or use the Platform or any Technology other than by an Authorized User through the use of his or her own then valid Access Credentials (as defined below); (viii) permit direct or indirect access to or use of the Platform or any Technology in a way that circumvents a contractual usage limit; (ix) frame or mirror the whole or any part of the Platform (including any Technology); (x) access the Platform and/or the Technology (in whole or in part) for benchmarking purposes or in order to build a competitive product or service; (xi) remove any proprietary notices or labels of or from the Platform or the Technology; or (xii) access or use the Platform or any Technology in any way that violates the Agreement, any third-party rights, or any applicable laws, rules, regulations or orders having the force of law (collectively, “Laws”), including, without limitation, all applicable anti-spam, telemarketing, export control, privacy, and anti-terrorism laws and regulations.

5. Rights and Licenses. We reserve any and all right, title and interest in and to (i) the Platform, the Technology (including the Agents and any AI models), any and all any know-how, methodologies, ideas, tools, approaches and other similar intellectual property underlying the Platform, Technology (including the Agents and any AI models) and/or Professional Services, and all improvements, enhancements or modifications to any of the foregoing (including, without limitation, any new, updated or otherwise modified modules and/or frameworks) created, prepared, produced, authored, edited, amended, conceived or reduced to practice by us, whether in connection with this EULA, an Existing Agreement or otherwise, and whether alone or together with you or any other third party or parties; (ii) other than the content of Outputs, any work product, including any software, applications, inventions or other technology or intellectual property developed, authored and/or reduced to practice in connection with Our making the Platform available to You, including as the result of any customer support or other Professional Services provided to You (“Results”); (iii) the “Cybernet AI” name, brand, marks and other similar intellectual property; (iv) any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Your Representatives relating to the subject matter of the Agreement (collectively, “Feedback”), as well as any improvements, enhancements or other modifications created, prepared, produced, authored, edited, amended, conceived or reduced to practice by Us (whether alone or together with You or any other third party or parties) arising out of or relating to such Feedback (whether to the Platform, any Technology (including the Agents or any AI models) or otherwise); (v) any and all performance data, test or evaluation results, or other metrics derived from the Platform or Your use thereof or Our performance hereunder, including Aggregated Data; and (vi) all intellectual property rights related to any of the foregoing. You grant us a worldwide, royalty-free, limited license to use Your Materials for the purpose of fulfilling of providing the services offered by the Platform pursuant to this EULA and the Existing Agreement (if applicable). Additionally, you acknowledge and agree that we may: (a) analyze Your Materials and use resulting data and information to (x) improve or enhance the Platform and our Agents (including Our machine learning and artificial intelligence models and technologies) (y) for other development, diagnostic and corrective purposes in connection with the Platform and/or any Technology, and (z) to the extent relevant to the calculation of Fees or other amounts due by You hereunder, to pursue or validate such calculation and otherwise perform reasonably related activities; and (b) utilize any of Your Materials or any data derived therefrom on an aggregated and anonymized basis (“Aggregated Data”) for our business purposes, including external commercial purposes. You covenant, represent and warrant that You have all rights, authorizations and consents necessary to provide Us with all of Your Materials, and that Your Materials, the use thereof by Us in accordance with the terms of the Agreement, and your activities in connection with or use of the Platform do not and will not violate any applicable Laws, or infringe on a third party’s intellectual property or other rights (including any contract rights).

6. Confidentiality. You will maintain Confidential Information in strict confidence and take all steps necessary or appropriate to protect the confidentiality of Confidential Information and to assure compliance with this EULA by your agents and representatives. For purposes of this EULA, the term “Confidential Information” means any and all of our confidential or proprietary information (or a third party, as applicable), or its or their respective affiliates and subsidiaries, whether oral or written, including, without limitation, software, software documentation, code, technology, documents, reports, analyses, data, studies, drawings, samples, suppliers, customers, pricing, pricing techniques, copyright, trademark and patent applications, marketing and sales techniques and plans, projections, methods, procedures, hardware and system designs, architectures and protocols, trade secrets, know-how, and observations, and other disclosures pertaining to, based on, or containing, directly or indirectly, in whole or in part, any of our (or a third party’s, as applicable), or its or their respective affiliates’ or subsidiaries’ confidential or proprietary information. On our request, you will either return to us or certify destruction of, any and all copies of the Confidential Information in your possession.

7. Access Credentials. You may be issued a username, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify your identity and authorization to access and use the Platform (“Access Credentials”). All users must use strong Access Credentials (i.e., in the case of a password, one that is long, uses a mix of letters (upper and lower case), numbers and symbols, has no ties to your personal information, and no dictionary words) even if our system permits simple Access Credentials. Your Access Credentials are personal to you and you must not share them with, and/or authorize or permit access or use thereof by, any other person. You will ensure that you exit from your account at the end of each session. You have and will retain sole responsibility for: (a) the security and use of your Access Credentials; and (b) all access to and use of the Platform directly or indirectly by or through your systems or your Access Credentials, with or without your knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use. You will notify us immediately of any unauthorized access to or use of your Access Credentials or any other breach of security. We have the right to disable any Access Credentials, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated this EULA.

8. Customer Support. We will use commercially reasonable efforts to provide you with technical support for the Platform consistent with our customer support policies in effect from time to time (if any), or, if applicable, as set forth in the Existing Agreement. We will have no obligation to provide technical support for Platform issues caused by: scheduled or planned maintenance; factors outside of our reasonable control; use of the Platform is in violation of this EULA (and/or the Existing Agreement); force majeure events, including without limitation, acts of war, acts of God, natural disaster, pandemic, epidemic, health crisis, government act, utility outages, denial of service attacks, failure of communication lines and/or the Internet, and the occurrence of vulnerabilities or exploits which could not have been avoided with commercially reasonable care; your network, technology, hardware and other systems; any third-party equipment, software, or technology; combination, operation, or use of the Platform in or with any technology (including any software, hardware, firmware, system, or network) or service not provided by us; your or any third party’s negligence, abuse, misapplication, misuse, or manipulation of or damage to the Platform or any of your materials in any respect; or use of older versions of web browsers or operating systems or platforms into which the Platform will be integrated.

9. Indemnification. You, at your own expense shall indemnify, defend and hold harmless us (and our officers, directors, employees, agents, representatives, shareholders, attorneys and affiliates) against any and all claims, losses, damages, judgments, liabilities costs, and expenses (including attorneys’ fees) arising from or relating to: (a) any of Your Materials uploaded to the Platform, including any use, disclosure or storage of the same by us or on our behalf as set forth in this EULA and/or the Existing Agreement, if applicable; (b) our compliance with any specifications or directions provided by you or on your behalf; (c) your failure to comply with your obligations, covenants and representations set forth in this EULA (and/or the Existing Agreement, if applicable); or (d) your access or use of the Platform any Agent, or Outputs or the results of any thereof, including, without limitation, any actions of Your Clients.

10. Equitable Remedies. You acknowledge that we will be irreparably damaged (and damages at law would be an inadequate remedy) if Sections 2, 3, 4, 5 or 6 of this EULA are not specifically enforced. Therefore, in the event of a breach or threatened breach by you of any of such Sections, we will be entitled, in addition to all other rights or remedies, to a temporary or permanent injunction and/or other equitable remedies against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security.

11. Force Majeure. We shall be excused from performance of our obligations for any period and the time of performance shall be extended as reasonably necessary under the circumstances, to the extent that we are prevented from performing, in whole or in part, our obligations under this EULA, as a result of acts of God, any governmental authority, war, civil disturbance, court order, labor dispute, epidemic, pandemic, epidemic, health crisis, government action or lockdown, or any other cause beyond our reasonable control, including, without limitation, hurricanes, inclement weather, and failures or fluctuations in electrical power, heat, light, telecommunication equipment or lines or any other equipment.

12. DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY. WE MAKE no WARRANTY THAT THE PLATFORM, ANY TECHNOLOGY, ANY PROFESSIONAL SERVICES, ANY DELIVERABLES OR OUTPUTS, AS WELL AS ANY FEEDBACK, GUIDANCE, SUGGESTIONS AND/OR RECOMMENDATIONS PROVIDED BY US (COLLECTIVELY, “SUGGESTIONS”), OR ANY RESULTS FROM YOUR OR ANY THIRD PARTY’S USE OF ANY THEREOF (“OUTCOMES”) WILL BE ERROR-FREE (INCLUDING FREE OF HARMFUL CODE), OR WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS OR ACHIEVE ANY PARTIUCLAR RESULT, INCLUDING YOUR COMPLIANCE WITH ANY APPLICABLE LAWS. THE PLATFORM (INCLUDING THE TECHNOLOGY), ALL PROFESSIONAL SERVICES, DELIVERABLES, SUGGESTIONS AND OUTCOMES ARE PROVIDED “as is” AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS IMPLIED, STATUTORY OR OTHER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO THE SAME. YOU ARE SOLELY RESPONSIBLE FOR YOUR ACTIONS IN CONNECTION WITH THE PLATFORM, THE TECHNOLOGY, ANY PROFESSIONAL SERVICES, ANY DELIVERABLES, SUGGESTIONS AND OUTPUTS. IN NO EVENT WILL WE OR ANY OF OUR LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS EULA OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF US AND OUR LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS EULA OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU TO US DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR, OR, IF YOU HAVE NOT PAID US FOR THE USE OF THE PLATFORM, THE AMOUNT OF $25.00. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13. Governing Law, Jurisdiction and Venue. This EULA and all transactions contemplated by this EULA shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to this EULA or to the rights or duties of the parties under this EULA. The parties will cooperate and attempt in good faith to resolve any dispute or claim arising out of or relating to the Agreement or the construction, interpretation, performance, breach, termination, enforceability or validity thereof (a “Dispute”) promptly by negotiating between persons who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration and performance of the provisions or obligations of the Agreement that are the subject of the Dispute. Any Dispute which cannot otherwise be resolved as provided above after the parties have negotiated the resolution of the Dispute for at least fifteen (15) business days will be resolved by arbitration conducted in Kent County, Delaware in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereon. The arbitral tribunal will consist of a single arbitrator mutually agreed upon by the parties, or in the absence of such agreement within thirty (30) days from the first referral of the Dispute to the American Arbitration Association, designated by the American Arbitration Association. The arbitral award will be final and binding. Each party will bear its own fees, costs and expenses of the arbitration, and its own legal expenses, attorneys’ fees, and costs of all experts and witnesses, provided, however, that the arbitrator will and is hereby directed to award arbitration costs, including legal, auditing and other fees to the prevailing party in the arbitration proceeding. Each party retains the right to seek judicial assistance: (a) to compel arbitration, (b) to obtain interim measures of protection prior to or pending arbitration, (c) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or Confidential Information, or (d) to enforce any decision of the arbitrator, including the final award. The arbitration proceedings contemplated by this subsection will be as confidential and private as permitted by applicable Law. To that end, the parties will not disclose the existence, content or results of any proceedings conducted in accordance with this Section, and materials submitted in connection with such proceedings will not be admissible in any other proceeding, provided, however, that this confidentiality provision will not prevent a petition to vacate or enforce an arbitral award, and will not bar disclosures required by any Laws. Neither party may be a representative of other potential claimants or a class of potential claimants in any dispute concerning or relating to the Agreement, nor may two or more individuals’ disputes be consolidated or otherwise determined in one proceeding. EACH PARTY ACKNOWLEDGES THAT THE PRECEDING SENTENCE WAIVES ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLASS ACTION.

14. Miscellaneous. We may reject any files, data or other materials you submit to the Platform at any time, for any reason, in which case we will not be responsible for providing services related to such files, data or materials. The relationship of the parties pursuant to this EULA is that of independent contractors. You shall not assign your rights or obligations under this EULA without our prior written consent. Except as set forth herein, the provisions of this EULA may not be amended, supplemented, waived or changed orally, but only by a writing signed by the party as to whom enforcement is sought and making specific reference to this EULA. The headings contained in this EULA are for convenience of reference only, are not to be considered a part of this EULA and shall not limit or otherwise affect in any way its meaning or interpretation. Except as specifically set forth in this EULA, this EULA represent the entire understanding and agreement between the parties with respect to their subject matter, and supersede all other negotiations, understandings and representations (if any) made by and between such parties. Except for an Existing Agreement, the terms and conditions of this EULA shall supersede the terms and conditions of any other purchase order, invoice, acknowledgement or any other such form or document submitted by you; such terms and conditions shall be null and void and of no force and effect. If any provision of this EULA shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this EULA, which shall remain in full force and effect. Any phrase introduced by the terms "including", "includes", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.