Software License Agreement

Last Update: October 14, 2026 PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (COLLECTIVELY, INCLUDING ANY APPLICABLE ORDER FORM (AS DEFINED BELOW) REFERENCING OR INCORPORATING THE TERMS HEREOF AND INCLUDING ANY APPLICABLE SUPPLEMENTAL TERMS (AS DEFINED BELOW), THIS “AGREEMENT”) CAREFULLY BEFORE ACCESSING OR USING ANY SOFTWARE MATERIALS (AS DEFINED BELOW) OF SB TECHNOLOGY, INC. (“SANDBOXAQ”). ACCESS TO AND USE OF ANY SOFTWARE MATERIALS BY THE PERSON THAT WILL BE USING THE SOFTWARE OR OTHER SOFTWARE MATERIALS (“LICENSEE”) IS SUBJECT TO ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. LICENSEE ACCEPTS THIS AGREEMENT BY CLICKING OR CHECKING A BOX INDICATING ACCEPTANCE, BY SUBMITTING OR EXECUTING A SANDBOXAQ ORDER THAT REFERENCES OR IS GOVERNED BY THIS AGREEMENT (EACH, AN “ORDER FORM”), OR BY ACCESSING OR USING ANY SOFTWARE MATERIALS. BY ACCESSING OR USING ANY SOFTWARE MATERIALS, OR BY INDICATING CONSENT ELECTRONICALLY OR OTHERWISE, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO, AND YOU HEREBY DO, BIND LICENSEE TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, NEITHER YOU NOR LICENSEE MAY ACCESS OR USE ANY SOFTWARE MATERIALS. LICENSEE AND SANDBOXAQ MAY EACH BE REFERRED TO HEREIN INDIVIDUALLY AS A “PARTY” AND TOGETHER, THE “PARTIES”. IF LICENSEE AND SANDBOXAQ HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT SIGNED BY BOTH PARTIES THAT GOVERNS LICENSEE’S ACCESS TO OR USE OF THE SOFTWARE (A “SIGNED AGREEMENT”), THE SIGNED AGREEMENT CONTROLS TO THE EXTENT OF ANY CONFLICT WITH THIS AGREEMENT, AND THIS AGREEMENT APPLIES TO ALL MATTERS THE SIGNED AGREEMENT DOES NOT ADDRESS. FOR THE PURPOSES OF A GIVEN ORDER FORM, THE TERMS OF SUCH ORDER FORM CONTROL TO THE EXTENT OF ANY CONFLICT WITH THE OTHER TERMS OF THIS AGREEMENT. SANDBOXAQ RESERVES THE RIGHT TO MAKE CHANGES TO THE TERMS OF THIS AGREEMENT, AT ANY TIME, IN ITS SOLE DISCRETION WITH OR WITHOUT NOTICE TO LICENSEE. THE DATE INDICATED AS THE DATE OF THE LAST UPDATE ABOVE REFLECTS THE DATE OF THE MOST RECENT CHANGE TO THIS AGREEMENT. IT IS YOUR RESPONSIBILITY TO PERIODICALLY CHECK THIS PAGE FOR ANY UPDATES. YOUR ACCESS OR USE OF ANY SOFTWARE MATERIALS ON OR AFTER THE DATE OF LAST UPDATE INDICATES YOUR ACCEPTANCE OF THE UPDATED TERMS. IF YOU DO NOT AGREE TO THE UPDATED TERMS YOU MAY NOT ACCESS OR USE ANY SOFTWARE MATERIALS, AND YOU SHALL IMMEDIATELY CEASE ALL SUCH ACCESS AND USE.

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1. License Grant.

Subject to the terms and conditions of this Agreement (including any applicable Order Form), SandboxAQ hereby grants Licensee a revocable, non-exclusive, non-sublicensable, and non-transferable license from the first date that SandboxAQ provides access to Licensee until SandboxAQ terminates this Agreement in its sole discretion with five (5) days notice to Licensee or ceases making the Software available generally (as may be more particularly described in an applicable Order Form, “License Period”) to: (a) use SandboxAQ’s Switch AI software (as may be more particularly described in the applicable Order Form, the “Software”) solely for Licensee’s internal purposes; and (b) use any of SandboxAQ’s documentation and guides relating to the Software provided by SandboxAQ in SandboxAQ’s sole discretion to Licensee in any medium (the “Documentation”) solely for Licensee’s internal purposes in connection with Licensee’s authorized use of the Software. Licensee will not use the Software or Documentation for any purpose other than using such Software internally during the License Period in accordance with the terms of this Agreement.

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2. Use Restrictions.

Licensee shall not use the Software or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee will not, and will not permit or authorize third parties to: (a) copy, modify, translate, reverse engineer, or create derivative works of the Software, Documentation, or any underlying or associated ideas, algorithms, models, evaluation methodologies, filters, libraries, rubrics, scoring models, prompt templates, source code, structure, or content (collectively, including any portions, copies, modifications, derivative works, or versions of the Software, the Documentation, or any such other materials and including any incorporated digital agents, interfaces, plug-ins, sensors, or similar systems created or made available by SandboxAQ, “Software Materials”); (b) rent, lease, sublicense, distribute, publish, transfer, or otherwise make available any Software Materials or access or use of the Software to any third parties (or other persons not authorized by this Agreement); (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code or other proprietary aspects of any Software Materials; (d) remove or obscure any proprietary notices from any Software Materials (or outputs thereof); (e) use any Software Materials (or outputs thereof) in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or industry, professional, or ethical standard; (f) gain or attempt to gain unauthorized access to any Software Materials or related infrastructure, or any element thereof, or circumvent or otherwise interfere with any access restrictions, authentication or security measures of any of the foregoing; (g) perform benchmark tests on any Software Materials; (h) use, evaluate, or view any Software Materials (or outputs thereof) for the purpose of designing, modifying, training, fine-tuning, or otherwise creating or improving any software, models, algorithms, products, program, or infrastructure, or any portion thereof, which performs functions similar to the functions performed by any Software Materials, unless expressly authorized by SandboxAQ in writing; (i) conduct any unauthorized testing of any Software Materials; (j) publish any performance information about any Software Materials, provided that nothing in clause (j) limits Licensee’s lawful disclosure of Evaluation Outputs specifically relating to Licensee’s own Connected Agents (each as defined in Section 4(a)); (k) transmit any viruses or other harmful materials to any Software Materials; (l) use or access any Software Materials (or outputs thereof) in a manner, or take any action, that risks harm to others or to the security, availability, operation, or integrity of a Product or SandboxAQ’s servers and systems; (m) use any robot, spider, crawler, or other automated system (or any other systematic process) to scrape or otherwise monitor, access, extract, or copy any Software Materials (or any outputs thereof); (n) submit or process any Prohibited Data (as defined in Section 7(c)(ii)); (o) impersonate or mislead any SandboxAQ or third-party individual, entity, agent, or system; (p) integrate or otherwise connect with any Software Materials, except via interfaces, endpoints, plug-ins, sensors, or other connections then-authorized by SandboxAQ in accordance with any SandboxAQ procedures, policies, guidelines, or terms then-applicable thereto; or (q) configure, operate, or connect any Connected Agent in a manner that is reasonably likely to cause any Software Materials to receive, process, or transmit content that violates applicable law or the published acceptable use or prohibited use policies applicable to any Model (as defined in Section 7(c)(i)) used to provide the Software, including those of SandboxAQ, of any Third-Party Model Provider, and of any applicable open-source model license (for example, Google’s Generative AI Prohibited Use Policy). For clarity, any third-party materials incorporated in the Software Materials that are subject to open-source or other third-party license terms are governed by such terms.

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3. Delivery.

SandboxAQ shall deliver or make available the Software to Licensee electronically, on tangible media, or by other means, in SandboxAQ’s sole discretion during the License Period.

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4. Licensee Responsibilities; Connected Agents.

Licensee is solely responsible and liable for all uses of the Software Materials resulting from access provided by (or otherwise by, on behalf of, or via) Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is fully responsible for all acts and omissions of any users who access or use any Software Materials under Licensee’s account or with Licensee’s credentials (“Users”) as if Licensee directly engaged in such conduct. Licensee shall pay SandboxAQ (or SandboxAQ’s designated payment processor) any amounts listed or described in an Order Form in accordance with the terms of this Agreement. Unless otherwise stated in the applicable Order Form, all fees (i) are non-refundable, (ii) are due in advance, and (iii) exclude any applicable taxes. At SandboxAQ’s option, in its sole discretion, the outstanding balance of any payment not received from Licensee by the due date shall accrue interest (except with respect to charges then under reasonable and good faith dispute) at one and a half percent (1.5%) per month (or, if lower, the maximum rate permitted by applicable law) from the date such payment is due until the date paid. Licensee shall also pay all costs incurred (including reasonable legal fees) in collecting overdue payments. With respect to any payment obligation, Licensee hereby authorizes SandboxAQ to, without prior notice and without any further approval, deduct such amounts from any prepaid or outstanding balance or to charge, debit, or otherwise obtain such amounts from any designated payment method, as applicable.

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a. Connected Agents.

In connection with providing the Software and its product functionality, the Software (as applicable): (i) receives Customer Data from or relating to artificial intelligence or machine learning (or other digital) agents, applications, endpoints, or other similar systems that Licensee connects to or otherwise makes accessible to the Software (each, a “Connected Agent”), which may include, e.g., transcripts, logs, or other data (including metadata) regarding Connected Agent correspondence, interactions, or other activities, (ii) uses such Customer Data as an input that facilitates the applicable Software functionality (e.g., discovery, monitoring, prompting, or evaluation of Connected Agents), (iii) transmits prompts, queries, and other inputs (collectively, including those generated by Models, “Software Prompts”) to Connected Agents pursuant to Licensee’s selections and configurations, (iv) receives the responses of Connected Agents (along with other Customer Data from or relating to Connected Agents), and (v) evaluates or otherwise processes those responses (and other Customer Data) based on Licensee’s selections and configurations (the results of such processing, “Evaluation Outputs”). For example, Evaluation Outputs may include output data regarding (1) certain types of Connected Agent conduct identified by Licensee (e.g., guardrails), or (2) Connected Agent scores or other metrics. Licensee hereby authorizes SandboxAQ to access, process, and use Customer Data (including via Models) to search for, monitor, transmit Software Prompts to, and evaluate Connected Agents, including as further described in the Documentation, in connection with providing the Software (including the functionality contemplated hereunder) and the Evaluation Outputs to Licensee (and for any other applicable purposes authorized under this Agreement).

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b. Certain Licensee Responsibilities.

Licensee is solely responsible for (i) selecting, and determining whether and how to use, any Software Prompts in connection with any Connected Agents, and for any modifications made to Software Prompts; (ii) any Software Prompts created or submitted by Licensee (“Customer Software Prompts”), including the lawfulness, appropriateness, accuracy, effectiveness, safety, security, reliability, and other aspects thereof; (iii) determining which Connected Agents to connect to the Software; (iv) determining which data will be used by or in connection with, or connected to, Connected Agents; (v) determining which environments (e.g., sandbox vs. production) and systems will be used by or connected to Connected Agents; (vi) all responses and other Customer Data provided or made available by Licensee or any Connected Agent; (vii) the configuration, credentials, permissions, tool access, and scope of action of each Connected Agent (including the configuration of any associated guardrails); (viii) all acts, omissions, responses, and other outputs of each Connected Agent, including any action a Connected Agent takes in response to a Software Prompt; and (ix) determining whether and how to use any Evaluation Outputs. Licensee acknowledges that Software Prompts may be adversarial in nature and may result in a Connected Agent generating content, invoking tools or external systems, incurring costs, or taking other actions, including actions that cannot be reversed, and that SandboxAQ does not control, and is not responsible or liable for, any such action (including any omission) or its consequences. Licensee is solely responsible for all fees, charges, and costs authorized or otherwise incurred by Licensee or any Connected Agent.

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c. Evaluation Outputs.

Evaluation Outputs are generated using Models, are probabilistic, and may be untrue, inaccurate, misleading, incomplete, offensive, or unexpected. Licensee assumes all risks associated with any use of or reliance upon any Evaluation Outputs. Evaluation Outputs (i) do not constitute a representation, warranty, guaranty, or certification, or any legal, tax, financial, compliance, or professional advice, and (ii) are not a determination that any Connected Agent, or any output of a Connected Agent, is safe, accurate, reliable, validated, appropriate, unbiased, secure, or compliant with any law, standard, guardrail, objective, restriction, or policy. Licensee remains solely responsible for assessing the suitability of its Connected Agents, for appropriately evaluating and verifying Evaluation Outputs, and for any decision made with use of or reference to any Evaluation Outputs. Licensee shall not rely on any Evaluation Outputs as the basis for any decision having legal, tax, financial, safety, or other significant consequences.

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5. Support.

SandboxAQ has no obligation under this Agreement to provide support, maintenance, upgrades, modifications, or new releases of any Software Materials to Licensee.

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6. Confidential Information.

Each Party understands that the other Party may disclose non-public information about its business affairs, products, intellectual property, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) generally available to the public without any breach by the receiving Party of this Agreement; (b) independently known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without any use of or reference to the disclosing Party’s Confidential Information. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, affiliates, contractors, and service providers (including, in the case of SandboxAQ, Third-Party Model Providers) who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder and who are bound by obligations of confidentiality at least substantially as protective of the Confidential Information as those set forth in this Section 6. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall, to the extent practical, first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall, to the extent practical, promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and, upon the disclosing Party’s reasonable request, confirm in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. SandboxAQ’s Confidential Information includes, without limitation, all Software Materials.

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7. Intellectual Property Ownership; Data; Feedback.

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a. Reservation of Rights. Software Materials Ownership.

Licensee acknowledges that, as between Licensee and SandboxAQ, except for the limited right of use set forth above, SandboxAQ owns and reserves all right, title, and interest, including all patents, copyrights, trademarks, trade secrets, and any other proprietary or intellectual property rights (“Intellectual Property Rights”), in and to the Software Materials. Except and to the extent expressly provided herein, no rights or licenses, expressed or implied, are hereby granted to Licensee, as a result or related to this Agreement, under any patents, copyrights, trade secrets, or other proprietary rights of SandboxAQ or to use any Software Materials or any portion thereof other than as expressly provided therein and nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to any Software Materials.

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b. Usage Data.

Licensee acknowledges that SandboxAQ and its affiliates may (but have no obligation to) monitor Licensee’s use of the Software Materials and may, directly or indirectly through the use of third-party providers, collect, create, store, and process any and all information reflecting the access or use of the Software Materials by or on behalf of Licensee, including any end user profile-, visit-, session-, impression-, click through-, or click stream-data, and any statistical or other analysis, information, or data based on or derived from any of the foregoing, including without limitation, technical information and metrics about Licensee’s access to or use of the Software Materials, in perpetuity, in a form that does not (and cannot reasonably be used to) identify Licensee as the source thereof (“Usage Data”) for SandboxAQ’s internal business purposes and use, including without limitation, to develop, monitor, maintain, and improve SandboxAQ’s and its affiliates’ products and services, including to evaluate or improve the design, quality, accuracy, efficiency, or calibration of the Software Materials or any Model, and to train, test, or fine-tune any Model. Usage Data includes evaluation scores, ratings, classifications, and other measurements generated by the Software Materials, and statistical or aggregated data derived from them. Usage Data does not include the content of any Customer Data.

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c. Customer Data.

Except for Usage Data, as between SandboxAQ and Licensee, Licensee retains all Intellectual Property Rights, in and to (a) any data, correspondence (e.g., chats), prompts, or other information that Licensee (or a Connected Agent) uploads or inputs into the Software or otherwise makes available to SandboxAQ in connection with Licensee’s use of the Software Materials; and (b) Licensee-specific output that is generated and made available to Licensee by the Software through use of the data described in part (a) above (excluding Usage Data) ((a) and (b) collectively, “Customer Data”). i. Licensee hereby grants SandboxAQ and its affiliates a non-exclusive, worldwide, royalty-free, fully paid, sublicensable, fully transferable, license to access, use, process, transmit, store, display, and disclose Customer Data during the License Period, for the purpose of providing, maintaining, and supporting the Software Materials (and the associated functionality) to or for Licensee. Licensee acknowledges and agrees that SandboxAQ provides the Software and its product functionality using artificial intelligence and machine learning models (each, a “Model”), which may be (A) a Model that SandboxAQ operates itself, including a third-party or open-source Model that SandboxAQ self-hosts, or (B) a Model made available as a hosted service by a third party (each such third party, a “Third-Party Model Provider”). Customer Data, including Customer Software Prompts and Licensee-specific Connected Agent responses, may be processed by such Models and, where a Third-Party Model Provider is used, transmitted to and processed by that Third-Party Model Provider for that purpose. Except as otherwise authorized under this Agreement, SandboxAQ does not use Customer Data, other than Usage Data, to train or fine-tune any large language (or substantially similar) Model, and contracts with each Third-Party Model Provider on terms that are at least as protective of Customer Data with respect to training or improving its large language (or substantially similar) models. SandboxAQ may use Customer Data to train or fine-tune a Model to the extent Licensee enables such use as contemplated under Section 7(e) or otherwise authorizes such use in writing. ii. Licensee represents and warrants that (A) Licensee has made and provided all legally required disclosures, and notices, and has obtained and will continue to obtain during the License Period all rights, consents, and permissions necessary to provide the Customer Data to SandboxAQ and to grant the access and rights granted by Licensee under this Agreement; and (B) Customer Data shall not include any Prohibited Data. For purposes of this Agreement, “Prohibited Data” means any: (1) special categories of data or personal data relating to criminal convictions or offences as defined in the General Data Protection Regulation (GDPR); (2) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented); (3) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards; (4) other information subject to regulation or protection under specific laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (5) social security numbers, driver’s license numbers, or other government ID numbers; or (6) any other sensitive and/or regulated data similar to the above. Licensee shall not, and shall ensure its Connected Agents do not, generate or transmit Prohibited Data to or through any Software Materials. Licensee acknowledges that SandboxAQ has no obligation or responsibility to screen, filter, monitor, or otherwise review Customer Data (including Licensee-specific Connected Agent responses) for Prohibited Data.

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d. Feedback.

If Licensee or any of its employees or contractors submits, orally or in writing, recommended changes to any Software Materials, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like relating to the Software Materials (“Feedback”), SandboxAQ is free to use such Feedback for any purpose irrespective of any other obligation or limitation between the Parties governing such Feedback, and Licensee represents and warrants that Licensee has all rights necessary to provide such Feedback to SandboxAQ and for SandboxAQ to use such Feedback for any purpose.

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e. Additional Data Use.

From time to time, SandboxAQ may add or offer other Software functionality involving access, processing, or use of Customer Data. By clicking or checking a box indicating acceptance (or by otherwise indicating assent) with reference to the scope and terms of any such use (such use, “Additional Use” and such terms, “Supplemental Terms”), Licensee authorizes SandboxAQ to access, process, and use Customer Data for any such Additional Use. For clarity, no opt-in is required for SandboxAQ to use Usage Data, or to use its own (or any third-party) evaluation methodologies, filters, libraries, rubrics, scoring models, prompt templates, benchmark datasets, or other materials owned by SandboxAQ (or its third-party licensor).

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f. Privacy.

i. Privacy Policy. SandboxAQ’s privacy policy, found at https://docs.switchagents.ai/legal/privacy-policy, describes how SandboxAQ collects and uses personal data in connection with the Software Materials. In this Agreement, “personal data” includes “personal information” and any analogous term under applicable privacy and data protection law. ii. DPA. The Privacy Policy does not apply to SandboxAQ’s processing of Licensee Personal Data (as defined in the DPA) in its role as a “processor” or “service provider” (as such terms are defined under applicable privacy and data protection law) to Licensee in the provision of the Software. SandboxAQ will process Licensee Personal Data in accordance with the Data Processing Addendum (“DPA”) found at https://docs.switchagents.ai/legal/dpa, which is incorporated into this Agreement by reference, controls over any conflicting term of this Agreement with respect to Licensee Personal Data, and survives for as long as SandboxAQ retains Licensee Personal Data.

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8. Disclaimer of Warranties.

THE SOFTWARE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. SANDBOXAQ HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SANDBOXAQ SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SANDBOXAQ MAKES NO WARRANTY OF ANY KIND THAT ANY SOFTWARE MATERIALS, OUTPUTS, OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, RELIABLE, FREE OF HARMFUL CODE, OR ERROR FREE. IN ADDITION TO THE FOREGOING, THE RESULTS OR OUTPUTS OF THE SOFTWARE DO NOT CONSTITUTE A REPRESENTATION, WARRANTY, OR GUARANTY THAT LICENSEE’S SYSTEMS ARE SECURE FROM EVERY KIND OF ATTACK, EVEN IF FULLY IMPLEMENTED. THE SOFTWARE USES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING MODELS, INCLUDING MODELS OPERATED BY SANDBOXAQ, OPEN-SOURCE MODELS, AND MODELS OPERATED BY THIRD-PARTY MODEL PROVIDERS. SANDBOXAQ HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATED TO ANY SUCH MODELS, ANY OUTPUTS (INCLUDING EVALUATION OUTPUTS) GENERATED USING SUCH MODELS, OR ANY SAFETY, ACCURACY, USE, RELIABILITY, APPROPRIATENESS, LACK OF BIAS, SECURITY, COMPLIANCE, OR RESULTS OF ANY OF THE FOREGOING, REGARDLESS OF ANY NAMES, LABELS, OR DESCRIPTIONS (E.G., ‘GUARDRAILS’) ASSOCIATED THEREWITH. ANY OUTPUTS INDICATING PARTICULAR PERCENTAGES OR OTHER ASSESSMENTS ARE MERELY MODEL OUTPUTS AND DO NOT CONVEY OR IMPLY ANY LEVEL OF ACCURACY OR PRECISION.

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9. Limitations of Liability.

IN NO EVENT WILL SANDBOXAQ BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SANDBOXAQ WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; OR (F) FAILURES, DELAYS, LOSSES, OR DAMAGES RESULTING FROM ANY EVENTS OR CIRCUMSTANCES BEYOND SANDBOXAQ’S CONTROL. IN NO EVENT WILL SANDBOXAQ’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED FEES PAID UNDER THIS AGREEMENT.

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10. Indemnification.

Licensee, at its expense, will defend, indemnify, and hold harmless SandboxAQ and its affiliates and their directors, officers, employees, and agents (“Indemnitees”) against any claim charge, demand, proceeding, suit, liability, cost, expense, order, decree, reasonable attorney’s fees, court costs, trials, or appeal and judgment including damages, penalties, or taxes of any kind resulting from, arising out of, or related to any actual or claimed third party claim arising from or relating to (a) any use of Software Materials (or outputs thereof) by Licensee or any Users (i) on any network that is not a Licensee internal network, or (ii) for any non-internal use; (b) any Customer Data; (c) any breach of this Agreement; or (d) any Connected Agent, including any act, omission, response, or other output of a Connected Agent, or any act or omission taken by a Connected Agent in response to a Software Prompt. Licensee will promptly notify SandboxAQ in writing of any claim, and permit SandboxAQ to assume and solely control the defense of any action. Licensee may participate in such defense at its option and expense. Licensee may not enter into any settlement or compromise of any claim without SandboxAQ’s prior written consent.

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11. Term and Termination.

Unless earlier terminated by SandboxAQ upon immediate written notice at any time (email will suffice), this Agreement is effective as of the date Licensee begins using or accessing the Software until the expiration of the License Period. Upon expiration or earlier termination of this Agreement, the license granted hereunder will terminate and Licensee shall immediately cease using and, as applicable, promptly delete, destroy, or return all copies of the Software Materials and certify in writing to SandboxAQ that the Software Materials have been deleted or destroyed. This Section 11 and Sections 2, 4, 6, 7, 8, 9, 10, and 12 survive any termination or expiration of this Agreement, and the DPA survives as provided in Section 7(f). No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

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12. Miscellaneous.

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a. Entire Agreement.

Except for any Signed Agreement, this Agreement (including any incorporated Order Form(s), the DPA, and any applicable Supplemental Terms) constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

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b. Independent Relationship.

The Parties to this Agreement are independent entities, and no agency, partnership, franchise, joint venture, or employee-employer relationship is intended or created by this Agreement.

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c. Notices.

Except as otherwise set forth in this Agreement, all notices or other communications hereunder (each, a “Notice”) must be in writing and shall be effective upon delivery as follows: (a) if to Licensee, when delivered via registered mail, return receipt requested, to the address provided, and (b) if to SandboxAQ, by electronic mail to legal-notices@sandboxaq.com. Any notices to Licensee may be sent by email to the email address associated with Licensee’s account or may be posted in the Software, and any such notices shall be effective when delivered in accordance with the foregoing. Licensee hereby consents to receiving notices and communications from SandboxAQ electronically.

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d. Waiver; Assignment.

A waiver of any provision of this Agreement must be signed by the waiving part; and one waiver shall not imply any future waiver. This Agreement may not be assigned to any other party, and any attempted assignment in violation of this paragraph is null and void.

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e. Severability.

If any provision of this Agreement is finally held to be invalid, illegal, or unenforceable in any applicable jurisdiction, such provision shall be enforced to the maximum extent permissible under applicable law and such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such final determination that any term or other provision is invalid, illegal, or unenforceable, then such provision shall be amended, and is hereby amended, so as to be in compliance with such law, while preserving the original intent of the Parties as closely as possible, and any provision that cannot be so amended shall be severed from the Agreement without effect to the other provisions.

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f. Governing Law; Submission to Jurisdiction.

This Agreement shall be governed by the laws of the State of New York, without regard to or application of any conflicts of law rules or principles. All claims based on or arising out of this Agreement shall be brought and maintained exclusively in the state or federal courts of New York, and Licensee consents to personal jurisdiction of those courts; provided that, because any breach of the provisions of Section 1 or Section 7 may cause irreparable harm and significant injury to an extent that may be extremely difficult to ascertain, each party agrees that the other party will have, in addition to any other rights or remedies available to it at law or in equity, the right to seek injunctive relief in any court of law to enjoin any breach or violation of Sections 1, 2, 6 or 7 without the requirement of posting bond.

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g. Export Regulation.

The Software Materials may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release any Software Materials to, or make any Software Materials accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making any Software Materials available outside the US. END OF SOFTWARE LICENSE AGREEMENT