================================================================================ TERMS OF SERVICE AXIS RADIUS TECHNOLOGIES LLC ================================================================================ Effective Date: April 13, 2026 Last Updated: April 13, 2026 Version: 2.0 Axis Radius Technologies LLC 30 N Gould St Ste R, Sheridan, WY 82801 legal@axisradiustechnologies.com | (480) 208-1642 ================================================================================ IMPORTANT: These Terms of Service constitute a legally binding agreement. By accessing, installing, or using any software product provided by Axis Radius Technologies LLC, you agree to be bound by these terms in their entirety. If you do not agree, you must not use the software. ================================================================================ TABLE OF CONTENTS ================================================================================ 1. Definitions 2. License Grant 3. Intellectual Property Protection 4. License Restrictions 4.1 Sandbox Testing Requirement 5. Usage Limits and Metering 6. Payment and Billing 7. Data and Privacy 8. Confidentiality 9. Disclaimer of Warranties 9.1 Decision-Support Disclaimer 9.2 No AI Output Liability 10. Limitation of Liability 11. Indemnification 12. Acceptable Use 13. Termination 14. Export Compliance 14.1 AI Regulatory Compliance 15. Governing Law and Dispute Resolution 16. Force Majeure 17. Modifications to Terms 18. Severability 19. No Agency or Partnership 20. Assignment 21. Notices 22. Third-Party Components 23. Government End Users 24. Limitation of Actions 25. Entire Agreement 26. Acceptance ================================================================================ 1. DEFINITIONS ================================================================================ For the purposes of these Terms of Service ("Agreement"), the following definitions apply: "Axis Radius," "Company," "we," "us," or "our" refers to Axis Radius Technologies LLC, a Wyoming limited liability company. "Customer," "you," or "your" refers to the individual, company, or legal entity that has agreed to these Terms of Service and holds a valid license to use the Software. "Software" refers to any and all software products licensed by Axis Radius Technologies LLC, including but not limited to Axium Engine, CPL (Cognitive Pattern Language), and any future products, updates, patches, documentation, and related materials distributed under these terms. Software includes both the Compiled Binary and the Loader Files. "Licensed Application" refers to the specific application, identified by bundle identifier, domain name, or other unique identifier, for which a license has been granted. "License Key" refers to the unique cryptographic token issued by Axis Radius that enables the Software to operate within the Licensed Application. "Compiled Binary" refers to the WebAssembly (.wasm) module distributed to Customer in compiled, machine-readable form. "Loader Files" refers to the accompanying JavaScript files required to initialize and interface with the Compiled Binary. While Loader Files may be distributed in human-readable form, they remain proprietary Confidential Information of Axis Radius and are subject to all restrictions of Sections 3, 4, and 8 of this Agreement. Customer shall not modify, adapt, reverse engineer, or create derivative works from the Loader Files. "End User" refers to any individual who accesses or uses the Customer's application that incorporates the Software. "Order Form" refers to any written document, electronic form, or online order executed or submitted by Customer that references these Terms and specifies the license tier, pricing, Licensed Application, and other commercial terms. "Usage Metrics" refers to quantitative measurements of Software usage, including but not limited to session counts, API call counts, token throughput, and orchestration events. "Confidential Information" refers to the Software, its source code, algorithms, architecture, performance characteristics, benchmark results, documentation, pricing, and any information designated as confidential by either party. "Subscription Tier" refers to the specific license plan purchased by Customer (e.g., Starter, Professional, Enterprise), each of which includes defined usage limits, features, and pricing as described on the applicable pricing page or Order Form. ================================================================================ 2. LICENSE GRANT ================================================================================ Subject to Customer's compliance with all terms and conditions of this Agreement and timely payment of all applicable fees, Axis Radius hereby grants Customer a: NON-EXCLUSIVE, NON-TRANSFERABLE, NON-SUBLICENSABLE, LIMITED LICENSE to use the Software solely within the Licensed Application identified in Customer's Order Form or license agreement, and solely for Customer's internal business purposes. 2.1 Scope of License (a) The license is granted for the Compiled Binary and accompanying Loader Files ONLY. No source code is provided, licensed, or made available under any circumstances. (b) The license is restricted to the specific bundle identifier(s), domain name(s), or application identifier(s) designated at the time of purchase. Use of the Software in any application, domain, or environment not explicitly covered by the license constitutes a material breach. (c) Each additional application, domain, or environment requires a separate, paid license. (d) The license does not include any right to receive future versions, updates, or upgrades unless explicitly included in the Customer's Subscription Tier. 2.2 License Restrictions (a) Customer SHALL NOT sublicense, rent, lease, lend, sell, redistribute, or otherwise transfer the Software or any rights therein to any third party. (b) Customer SHALL NOT share License Keys across applications, organizations, or environments not covered by the license. (c) Customer SHALL NOT use the Software in a service bureau, time-sharing, or managed service arrangement where third parties receive the benefit of the Software unless separately licensed for such use. (d) The license may be terminated by Axis Radius as set forth in Section 13 (Termination). Notwithstanding the foregoing, the license shall AUTOMATICALLY TERMINATE WITHOUT NOTICE upon: (i) Customer's failure to pay fees for more than thirty (30) days past due as specified in Section 6.3(c); or (ii) any violation of Sections 3.4(a) through (f) (Prohibited IP Actions), Section 5.4 (Tampering), or Section 12.1(d) or (e) (Malware or Harm to Minors). All other breaches shall be subject to the cure provisions of Section 13.2(b). 2.3 Source Code Escrow (Enterprise Tier) Upon Customer's written request and at Customer's expense, Axis Radius shall deposit the source code of the Software with a mutually agreed independent third-party escrow agent under a standard three-party escrow agreement. Release conditions shall be limited to: (a) Axis Radius ceasing business operations; (b) Axis Radius filing for bankruptcy or having a receiver appointed for substantially all of its assets; or (c) Axis Radius materially breaching its support obligations under this Agreement and failing to cure within sixty (60) days of written notice. Released source code may be used by Customer solely for maintenance and support of Customer's existing Licensed Application and remains subject to all confidentiality and intellectual property obligations of this Agreement. This Section 2.3 is available exclusively to Enterprise Tier customers. 2.4 API Versioning and Deprecation Axis Radius may release new versions of the Software with changes to interfaces or functionality. Previous major versions will be supported for a minimum of twelve (12) months after a new major version is released. Axis Radius shall provide written notice of version deprecation and end-of-life dates. Customer is responsible for migrating to supported versions before end-of-life dates. Continued use of deprecated versions is at Customer's sole risk. ================================================================================ 3. INTELLECTUAL PROPERTY PROTECTION ================================================================================ 3.1 Ownership All right, title, and interest in and to the Software, including all intellectual property rights therein, are and shall remain the SOLE AND EXCLUSIVE PROPERTY OF AXIS RADIUS TECHNOLOGIES LLC. Nothing in this Agreement shall be construed as transferring any ownership rights to Customer. Customer receives only the limited license rights expressly granted herein. 3.2 Patent Protection The Software incorporates patent-pending technology that is the subject of 81 patent applications across 17 patent families filed with the United States Patent and Trademark Office. A current listing of applicable patent applications is available upon written request to legal@axisradiustechnologies.com and is updated quarterly. Customer acknowledges that the Software embodies patent-pending technology. Unauthorized use, reproduction, or distribution of the Software may constitute patent infringement under 35 U.S.C. and applicable international patent laws. The filing of patent applications does not guarantee that patents will be granted; however, patent-pending technology may receive patent protection retroactive to the filing date upon issuance. 3.3 Trade Secrets Customer expressly acknowledges that the Software contains VALUABLE TRADE SECRETS of Axis Radius Technologies LLC, including but not limited to algorithms, data structures, optimization techniques, orchestration methods, consensus detection mechanisms, and architectural innovations. Customer agrees to protect such trade secrets with at least the same degree of care it uses to protect its own confidential information, and in no event less than the care a REASONABLY PRUDENT BUSINESS would exercise to protect its own confidential information of like importance. 3.4 Prohibited Actions THE FOLLOWING ACTIONS ARE STRICTLY PROHIBITED AND CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT: (a) Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, algorithms, data structures, or architectural design of the Software, EXCEPT to the limited extent that such activity is expressly permitted by applicable mandatory law (including, without limitation, EU Directive 2009/24/EC Article 6 for interoperability purposes, or 17 U.S.C. Section 1201(f) of the Digital Millennium Copyright Act) notwithstanding any contractual restriction, and then only after providing Axis Radius with thirty (30) days' prior written notice and a reasonable opportunity to provide the necessary interoperability information directly. (b) Using any automated or manual process to extract, analyze, or reconstruct the logic, functionality, or internal workings of the Software. (c) Modifying, adapting, translating, or creating derivative works based on the Software, including but not limited to the Compiled Binary and the Loader Files. (d) Removing, altering, or obscuring any proprietary notices, labels, watermarks, or digital rights management mechanisms embedded in the Software. (e) Circumventing, disabling, interfering with, or attempting to bypass any licensing mechanism, tamper detection, usage metering, or copy protection feature of the Software. Customer acknowledges that such circumvention may constitute a violation of the Digital Millennium Copyright Act (17 U.S.C. Section 1201) and the Computer Fraud and Abuse Act (18 U.S.C. Section 1030), and may result in civil and criminal penalties in addition to remedies under this Agreement. (f) Using the Software to train, fine-tune, or create any machine learning model, artificial intelligence system, or competing technology. (g) The Software is distributed as a WebAssembly (WASM) binary module containing proprietary trade secrets. Any attempt to disassemble, decompile, or translate the WASM binary, or to extract its internal logic using tools such as wasm-decompile, wasm2wat, or similar utilities, constitutes both trade secret misappropriation and circumvention of technological protection measures under 17 U.S.C. Section 1201. 3.5 Warranty of Title Axis Radius represents and warrants that it has all necessary rights, title, and authority to grant the license rights set forth in this Agreement, and that the Software, as delivered by Axis Radius, does not misappropriate any third party's trade secrets. 3.6 Remedies Customer acknowledges that any violation of this Section 3 would cause IRREPARABLE HARM to Axis Radius for which monetary damages alone would be inadequate. Accordingly, Axis Radius shall be entitled to seek INJUNCTIVE RELIEF (both preliminary and permanent) in addition to all other remedies available at law or in equity, including but not limited to ACTUAL DAMAGES, STATUTORY DAMAGES, DISGORGEMENT OF PROFITS, AND RECOVERY OF REASONABLE ATTORNEY'S FEES AND COSTS. Customer acknowledges and agrees that, in the event Axis Radius seeks injunctive relief under this Agreement, no bond or other security shall be required from Axis Radius as a condition of such relief, to the maximum extent permitted by applicable law. ================================================================================ 4. LICENSE RESTRICTIONS ================================================================================ In addition to the restrictions set forth in Sections 2 and 3, Customer agrees to the following: (a) Customer shall not copy the Software except as reasonably necessary for backup purposes, provided that all backup copies include all proprietary notices. (b) Customer shall not publish or disclose the results of any benchmark, performance test, or comparison involving the Software to any THIRD PARTY without the prior written consent of Axis Radius, which consent shall not be unreasonably withheld for benchmarks conducted in good faith using commercially reasonable methodologies. Customer may conduct internal benchmarks for its own evaluation purposes without restriction. Customer shall provide Axis Radius with at least fourteen (14) days' advance notice and a copy of any proposed benchmark publication, and shall include Axis Radius's methodology recommendations if provided within that period. Axis Radius shall respond to benchmark publication requests within fifteen (15) business days. (c) Customer shall not use the Software in any manner that exceeds the scope of the license granted herein. (d) Customer shall not permit any third party to access or use the Software, except End Users of the Licensed Application in the ordinary course of such application's intended use. (e) Customer shall maintain accurate records of all installations, copies, and deployments of the Software and shall make such records available to Axis Radius upon reasonable request for purposes of license compliance verification. 4.1 Sandbox Testing Requirement (a) Prior to any production deployment, Customer is REQUIRED to conduct comprehensive testing of the Software in a sandboxed, staging, or non-production environment. Customer shall verify engine functionality against Customer's specific use cases, infrastructure, and integration requirements before deploying to production. (b) Axis Radius Technologies provides test suites, demo applications, and documentation for the express purpose of facilitating pre-production testing. Customer acknowledges the availability of these resources and agrees to utilize them as part of its testing process. (c) Failure to conduct sandbox testing prior to production deployment constitutes a VOLUNTARY ASSUMPTION OF RISK by Customer. Axis Radius Technologies SHALL NOT BE LIABLE for any damages, losses, service disruptions, or other adverse consequences arising from Customer's deployment of the Software to production without prior comprehensive testing in a non-production environment. (d) Customer is solely responsible for verifying that the Software functions correctly within Customer's specific technical environment, including but not limited to compatibility with Customer's application stack, third-party integrations, performance under Customer's expected load, and compliance with Customer's internal quality standards. ================================================================================ 5. USAGE LIMITS AND METERING ================================================================================ 5.1 Metered Usage The Software includes built-in usage metering capabilities. Usage is measured and enforced according to the limits specified in Customer's Subscription Tier, which may include but are not limited to: session counts, API call volumes, token throughput, concurrent connection limits, and orchestration event counts. 5.2 Exceeding Limits If Customer's usage exceeds the limits of their Subscription Tier: (a) The Software may automatically degrade performance, throttle requests, or suspend certain features to ensure system stability. (b) Axis Radius may, at its sole discretion, notify Customer and provide an opportunity to upgrade to an appropriate tier. (c) Continued excess usage without tier upgrade constitutes a material breach of this Agreement. 5.3 Compliance Audits Axis Radius reserves the right to audit Customer's usage of the Software to verify compliance with the license terms. Such audits may be conducted remotely via the Software's built-in reporting capabilities or, upon reasonable notice (not less than ten (10) business days), through inspection of Customer's records and systems during normal business hours. If an audit reveals unauthorized use or usage in excess of licensed amounts, Customer shall promptly pay all applicable fees for such excess usage at the then-current list price, plus LIQUIDATED DAMAGES equal to thirty percent (30%) of the standard fees for the excess amount. The parties agree that actual damages for license non-compliance are difficult to ascertain and that this amount represents a REASONABLE PRE-ESTIMATE of Axis Radius's losses, including the administrative costs of audit, enforcement, and the diminished value of license compliance incentives. This provision shall not limit Axis Radius's right to pursue actual damages if they exceed the liquidated damages amount. 5.4 Tampering Any attempt to circumvent, disable, interfere with, or manipulate the Software's usage metering, license validation, or reporting mechanisms constitutes a MATERIAL BREACH of this Agreement and may result in IMMEDIATE TERMINATION of the license without notice or refund, in addition to all remedies available under Section 3.6. 5.5 License Validation Availability (a) Axis Radius shall use commercially reasonable efforts to maintain the availability of its license validation servers with a target of 99.9% uptime measured monthly, excluding scheduled maintenance windows communicated at least forty-eight (48) hours in advance. (b) The Software shall include a GRACE PERIOD of not less than seventy-two (72) hours during which it shall continue to operate normally if unable to contact Axis Radius's license validation servers. (c) If the license validation servers are unavailable for more than five (5) consecutive business days due to causes within Axis Radius's reasonable control, Customer may request a pro-rata credit for the period of unavailability. Such credits shall be Customer's sole and exclusive remedy for license validation unavailability. (d) Nothing in this section obligates Axis Radius to maintain license validation servers for any product that has reached end-of-life status, provided that Axis Radius gives Customer at least twelve (12) months' prior written notice of end-of-life and provides a mechanism for the Software to operate without license validation after the end-of-life date. 5.6 Beta and Preview Features The Software may include features marked as "Beta," "Preview," "Experimental," or "Early Access." Such features are provided AS-IS without warranty of any kind, may be modified or discontinued without notice, and are not subject to any availability commitment, support obligation, or indemnification under this Agreement. Customer's use of Beta features is at Customer's sole risk. ================================================================================ 6. PAYMENT AND BILLING ================================================================================ 6.1 Fees Customer agrees to pay all fees specified in the applicable Order Form, pricing page, or subscription agreement. All fees are quoted and payable in United States Dollars (USD) unless otherwise agreed in writing. 6.2 Billing Cycle Subscription fees are billed IN ADVANCE on the anniversary of the subscription start date according to the billing frequency specified in Customer's Order Form (monthly or annually). All fees are NON-REFUNDABLE except as expressly stated herein. 6.3 Late Payment (a) 1-15 days past due: Grace period. Customer will receive written notice of the overdue balance. The Software will continue to operate normally. (b) 16-30 days past due: License is automatically SUSPENDED. The Software may cease to function or operate in a reduced-capability mode. A late fee of 1.5% PER MONTH (or the maximum rate permitted by applicable law, whichever is lower) shall accrue on the outstanding balance. (c) 31-60 days past due: License enters restricted mode. Customer retains access to the Software in read-only or reduced-capability mode. Axis Radius shall provide a final written notice demanding payment within fifteen (15) business days. (d) 61+ days past due: License is automatically REVOKED. All rights granted under this Agreement terminate immediately. Customer must immediately cease all use of the Software and destroy all copies in its possession. Previously paid fees are non-refundable, but no additional fees accrue after revocation. Reinstatement of a revoked license is at Axis Radius's sole discretion and may require payment of all outstanding fees, late charges, and a reinstatement fee. 6.4 Taxes All fees are exclusive of taxes. Customer is responsible for paying all applicable sales, use, value-added, withholding, and other taxes and governmental charges, except for taxes based on Axis Radius's net income. 6.5 No Refunds No refunds or credits shall be issued for partial months of service, unused features, downgrade of service tier, or early termination by Customer, except as expressly provided in Section 5.5 (License Validation Availability) or Section 11.3 (Axis Radius Indemnification). Axis Radius reserves the right to issue discretionary credits at its sole discretion. 6.6 Price Protection For existing customers, fees shall not increase by more than ten percent (10%) in any twelve (12) month period. Axis Radius shall provide at least ninety (90) days' prior written notice of any fee increase. Fee increases shall take effect only at the next renewal date following the notice period. Customer may reject any fee increase by providing written notice of non-renewal prior to the renewal date, in which case the Agreement shall terminate at the end of the current term under the existing pricing. ================================================================================ 7. DATA AND PRIVACY ================================================================================ 7.1 Customer-Side Execution The Software operates ENTIRELY ON CUSTOMER'S INFRASTRUCTURE. Axis Radius does not host, operate, or manage any aspect of Customer's application environment. All data processing performed by the Software occurs on systems owned or controlled by Customer. 7.2 Data Scope The Software executes entirely on Customer's infrastructure. Axis Radius does not have access to Customer's application data, end-user data, or AI model responses. Axis Radius is not a data processor, data controller, or sub-processor with respect to Customer's application data or End User content under any applicable data protection law. The only data transmitted to Axis Radius is the limited license validation and optional telemetry data described in Section 7.3 below. 7.3 License Validation and Telemetry Data (a) Required license validation data (transmitted automatically): License Key identifier, application bundle identifier or domain name, software version, and request timestamp. This data is necessary for the performance of this Agreement. (b) Optional aggregate telemetry (may be enabled or disabled by Customer through the Software's configuration settings): session counts, API call counts, token throughput counts, and error rates. This telemetry contains NO CONTENT, NO END USER DATA, AND NO PERSONALLY IDENTIFIABLE INFORMATION. (c) Axis Radius processes the data described in this Section 7.3 as an independent data controller for the limited purposes of license validation, usage metering, abuse prevention, and service improvement. Axis Radius retains this data for no longer than twenty-four (24) months and applies industry-standard security measures to protect it. (d) Customer may verify the data transmitted by the Software by inspecting network traffic, reviewing the Software's network API calls, or requesting Axis Radius's Data Flow Diagram. 7.4 Customer Responsibilities Customer is SOLELY AND EXCLUSIVELY RESPONSIBLE for: (a) All data handling, storage, processing, and security within Customer's application and infrastructure. (b) Compliance with all applicable data protection and privacy laws, including but not limited to GDPR, CCPA/CPRA, HIPAA, PIPEDA, and any other applicable regulations. (c) Providing appropriate privacy notices and obtaining necessary consents from End Users. (d) Implementing appropriate technical and organizational measures to protect data processed within Customer's environment. 7.5 Data Processing Addendum For customers subject to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA/CPRA), or similar data protection laws, Axis Radius will execute a Data Processing Addendum ("DPA") upon Customer's written request. To the extent any data transmitted under Section 7.3 constitutes personal data under applicable data protection law, the DPA shall include the Standard Contractual Clauses (EU Commission Decision 2021/914) for international data transfers where applicable. DPA requests should be directed to legal@axisradiustechnologies.com. 7.6 Security Breach Allocation (a) In the event of a security breach, liability shall be allocated to the party whose systems, infrastructure, or actions caused or materially contributed to the breach. (b) If a security breach of Axis Radius's infrastructure (including license validation servers, key signing systems, or authentication mechanisms) results in unauthorized access to Customer's systems or data, Axis Radius shall be responsible for damages directly caused by such breach, subject to the limitations set forth in Section 10. (c) If a security breach results from Customer's failure to properly validate license keys, implement security best practices, secure API credentials, or follow documented security requirements, Customer shall be solely responsible for resulting damages. (d) Each party shall notify the other within seventy-two (72) hours of discovering any security incident that affects or may affect the other party's systems, data, or operations under this Agreement. ================================================================================ 8. CONFIDENTIALITY ================================================================================ 8.1 Obligations Customer acknowledges that the Software, its algorithms, architecture, performance characteristics, internal interfaces, documentation, pricing terms, and all related technical information constitute CONFIDENTIAL INFORMATION of Axis Radius. Customer agrees to: (a) Hold all Confidential Information in strict confidence. (b) Not disclose Confidential Information to any third party without the prior written consent of Axis Radius. (c) Use Confidential Information solely for the purpose of exercising rights granted under this Agreement. (d) Limit access to Confidential Information to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. (e) Promptly notify Axis Radius of any unauthorized disclosure or use of Confidential Information. 8.2 Benchmark and Performance Disclosure Customer shall not publish, disclose, or otherwise disseminate any benchmark results, performance data, comparison testing results, or technical analysis of the Software to any third party without the prior written consent of Axis Radius. Customer may conduct internal benchmarks for its own evaluation purposes without restriction. This restriction applies to all forms of public disclosure, including but not limited to blog posts, social media, conference presentations, academic publications, and press releases. 8.3 Exceptions Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of Customer; (b) was rightfully in Customer's possession prior to disclosure by Axis Radius; (c) is independently developed by Customer without reference to Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that Customer gives Axis Radius prompt written notice and cooperates with any effort to obtain protective treatment. 8.4 Duration Confidentiality obligations under this Section 8 shall survive termination or expiration of this Agreement for a period of FIVE (5) YEARS, or, with respect to trade secrets, for so long as such information remains a trade secret under applicable law, whichever is longer. ================================================================================ 9. DISCLAIMER OF WARRANTIES ================================================================================ EXCEPT FOR THE EXPRESS WARRANTY OF TITLE SET FORTH IN SECTION 3.5 AND THE EXPRESS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11.3, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXIS RADIUS TECHNOLOGIES LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: (a) WARRANTIES OF MERCHANTABILITY. (b) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. (c) WARRANTIES OF NON-INFRINGEMENT. (d) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. (e) WARRANTIES THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. (f) WARRANTIES THAT THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULTS. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS TERMS OF THIS AGREEMENT AND ASSUMES ALL RISK ASSOCIATED WITH THE USE, PERFORMANCE, AND RESULTS OF THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH JURISDICTIONS, THE ABOVE EXCLUSIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. 9.1 Decision-Support Disclaimer CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT: (a) Axium Engine is DECISION-SUPPORT INFRASTRUCTURE, NOT an autonomous decision-making system. The Software analyzes and scores AI model outputs; it does not generate, create, or modify AI outputs. (b) Consensus scores, hallucination flags, routing recommendations, and all other outputs produced by the Software are INFORMATIONAL ONLY and do not constitute guarantees of accuracy, completeness, or fitness for any particular purpose. (c) Multi-model consensus does not guarantee factual accuracy. ALL AI models can be simultaneously wrong, and a high consensus score does not eliminate the possibility of error in the underlying AI outputs. (d) Customer is SOLELY RESPONSIBLE for all decisions made using engine outputs, including but not limited to business decisions, content publication, user-facing recommendations, and operational actions. (e) For safety-critical applications -- including but not limited to healthcare, medical diagnosis, financial trading, autonomous systems, defense, critical infrastructure, and legal advice -- Customer MUST maintain HUMAN-IN-THE-LOOP review of all engine outputs. Reliance on engine outputs without human review in safety-critical applications is at Customer's sole risk and constitutes a voluntary assumption of all associated risks. 9.2 No AI Output Liability (a) Axis Radius Technologies DOES NOT CONTROL, GENERATE, OR MODIFY the outputs of any third-party AI provider. The Software processes text responses from AI providers chosen, configured, and contracted by Customer. (b) Axis Radius Technologies has NO LIABILITY for the accuracy, completeness, timeliness, reliability, or suitability of any AI provider's output, regardless of whether such output has been analyzed, scored, or routed by the Software. (c) Customer is solely responsible for its own agreements, API keys, usage terms, and compliance obligations with third-party AI providers. Customer's relationship with third-party AI providers is independent of and separate from this Agreement. (d) Axis Radius Technologies makes NO REPRESENTATION OR WARRANTY regarding the performance, availability, accuracy, or reliability of any third-party AI provider's services, models, or outputs. ================================================================================ 10. LIMITATION OF LIABILITY ================================================================================ 10.1 Liability Cap TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF AXIS RADIUS TECHNOLOGIES LLC ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO AXIS RADIUS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 10.2 Exclusion of Consequential Damages IN NO EVENT SHALL AXIS RADIUS TECHNOLOGIES LLC, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY: (a) INDIRECT damages. (b) INCIDENTAL damages. (c) SPECIAL damages. (d) CONSEQUENTIAL damages. (e) PUNITIVE or EXEMPLARY damages. (f) LOST PROFITS, LOST REVENUE, or LOST SAVINGS. (g) LOSS OF DATA or DATA CORRUPTION. (h) BUSINESS INTERRUPTION or LOSS OF BUSINESS OPPORTUNITY. (i) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. (j) LOSS OF GOODWILL or REPUTATIONAL HARM. THESE EXCLUSIONS APPLY REGARDLESS OF WHETHER AXIS RADIUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE FORESEEABLE, AND REGARDLESS OF THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 10.3 Exceptions to Liability Limitations NOTWITHSTANDING SECTIONS 10.1 AND 10.2, THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION 10 SHALL NOT APPLY TO: (a) Damages arising from a party's gross negligence or willful misconduct; (b) Damages arising from a party's fraud or intentional misrepresentation; (c) A party's breach of its intellectual property obligations under Section 3 or its confidentiality obligations under Section 8; (d) Axis Radius's indemnification obligations under Section 11.3 (IP Indemnification), for which Axis Radius's total liability shall not exceed the greater of ONE MILLION U.S. DOLLARS ($1,000,000) or the total fees paid by Customer in the preceding twenty-four (24) months; (e) Customer's indemnification obligations under Section 11.1; or (f) Any liability that cannot be limited by applicable law. 10.4 Basis of the Bargain Customer acknowledges that the limitations of liability set forth in this Section 10 reflect a REASONABLE ALLOCATION OF RISK between the parties, that Axis Radius would not enter into this Agreement without such limitations, and that such limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. ================================================================================ 11. INDEMNIFICATION ================================================================================ 11.1 Customer Indemnification Customer shall DEFEND, INDEMNIFY, AND HOLD HARMLESS Axis Radius Technologies LLC, its officers, directors, members, managers, employees, agents, contractors, and affiliates from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees and court costs) arising out of or relating to: (a) Customer's use of the Software, including any use by Customer's employees, contractors, or agents. (b) Any application, product, or service developed, operated, or distributed by Customer that incorporates the Software. (c) Any claims brought by Customer's End Users or any third party arising from Customer's application. (d) Customer's data, content, materials, or information processed within Customer's environment. (e) Customer's violation of any applicable law, regulation, or third-party right. (f) Customer's breach of any term of this Agreement. (g) Any allegation that Customer's use of the Software (beyond the scope licensed) infringes any third-party intellectual property right. 11.2 Indemnification Procedure (a) The indemnified party shall promptly notify the indemnifying party in writing of any claim subject to indemnification. (b) The indemnifying party shall have the right to assume sole control of the defense and settlement of any indemnified claim. The indemnified party shall provide reasonable cooperation at the indemnifying party's expense. (c) Neither party shall settle any indemnified claim without the other party's prior written consent, which shall not be unreasonably withheld, unless the settlement involves only monetary payment by the settling party and includes a full release of the other party. (d) Failure to provide prompt notice shall not relieve the indemnifying party of its indemnification obligations except to the extent the indemnifying party is materially prejudiced by such failure. 11.3 Axis Radius IP Indemnification (a) Axis Radius shall defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the unmodified Software, as provided by Axis Radius and used in accordance with this Agreement, infringes any valid United States patent, copyright, or trade secret of such third party ("IP Claim"), provided that: (i) Customer promptly notifies Axis Radius in writing of the IP Claim; (ii) Axis Radius has sole control of the defense and any settlement; and (iii) Customer provides reasonable cooperation at Axis Radius's expense. (b) If an IP Claim is made or is reasonably anticipated, Axis Radius may, at its sole option and expense: (i) procure for Customer the right to continue using the Software; (ii) modify the Software to make it non- infringing while maintaining substantially equivalent functionality; or (iii) if neither (i) nor (ii) is commercially practicable, terminate the license and refund any prepaid fees for the unused portion of the subscription term. (c) Axis Radius's total liability under this Section 11.3 shall not exceed the greater of ONE MILLION U.S. DOLLARS ($1,000,000) or the total fees paid by Customer in the preceding twenty-four (24) months. (d) Axis Radius shall have NO obligation under this Section 11.3 to the extent an IP Claim arises from: (i) modification of the Software by Customer or any third party; (ii) combination of the Software with non-Axis Radius products or services not contemplated in the documentation; (iii) use of the Software other than in accordance with this Agreement or applicable documentation; or (iv) Customer's continued use of the Software after being notified of the alleged infringement and provided a non-infringing alternative. (e) THIS SECTION 11.3 STATES AXIS RADIUS'S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, FOR ANY THIRD-PARTY IP CLAIM. 11.4 Insurance Axis Radius maintains commercially reasonable insurance coverage, including commercial general liability and professional liability (errors and omissions) insurance. Upon Customer's written request, Axis Radius shall provide certificates of insurance evidencing such coverage. ================================================================================ 12. ACCEPTABLE USE ================================================================================ 12.1 Prohibited Uses Customer shall not use the Software, directly or indirectly, for any of the following purposes: (a) Any activity that violates applicable local, state, national, or international law or regulation. (b) Harassment, abuse, threats, stalking, or intimidation of any individual. (c) Generation, distribution, or facilitation of spam, phishing, or unsolicited communications. (d) Development, distribution, or deployment of malware, viruses, ransomware, or any malicious code. (e) Any activity that exploits, harms, or attempts to harm minors in any way. (f) Fraud, deception, or misrepresentation. (g) Activities that infringe, misappropriate, or violate any third party's intellectual property, privacy, or other rights. 12.2 Intellectual Property Protection Covenant (a) Customer shall not use any proprietary information obtained through reverse engineering (in violation of Section 3.4) to develop a substantially similar product. (b) Customer shall not use the Software, or any trade secrets, proprietary information, or Confidential Information obtained from the Software, to develop, build, or assist in building any product or service that misappropriates Axis Radius's intellectual property or trade secrets. (c) Customer shall not use the Software to train, fine-tune, or develop competing machine learning models, AI systems, or software products that replicate the specific functionality or algorithms of the Software. (d) This Section 12.2 does not prohibit Customer from developing competitive products through independent development that does not rely on Axis Radius's Confidential Information, trade secrets, or patent-pending technology. For avoidance of doubt, this restriction does not prevent Customer from developing products in the same general market category using independently developed technology or publicly available methods. (e) This restriction is narrowly tailored to protect Axis Radius's legitimate business interests in its intellectual property and does not constitute a general non-compete agreement. Nothing in this Section limits Axis Radius's rights under trade secret law, patent law, or the confidentiality provisions of Section 8. (f) THIS RESTRICTION SHALL NOT APPLY IN ANY JURISDICTION WHERE SUCH RESTRICTIONS ARE PROHIBITED BY LAW. In such jurisdictions, Customer remains bound by all other provisions of this Agreement, including Sections 3, 8, and all applicable patent and trade secret protections. 12.3 Enforcement Violation of this Section 12 constitutes grounds for IMMEDIATE TERMINATION of the license without prior notice and without refund. Axis Radius reserves the right to pursue all available legal remedies, including injunctive relief and damages. ================================================================================ 13. TERMINATION ================================================================================ 13.1 Termination for Convenience Either party may terminate this Agreement for any reason upon THIRTY (30) DAYS' PRIOR WRITTEN NOTICE to the other party. 13.2 Termination for Cause Axis Radius may terminate this Agreement IMMEDIATELY AND WITHOUT NOTICE if Customer: (a) Breaches any provision of Sections 2 (License Grant), 3 (Intellectual Property), 4 (License Restrictions), 5 (Usage Metering), 8 (Confidentiality), or 12 (Acceptable Use). (b) Fails to cure a curable breach within fifteen (15) days of written notice. (c) Becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial part of its assets, TO THE EXTENT PERMITTED BY APPLICABLE LAW INCLUDING THE U.S. BANKRUPTCY CODE. (d) Fails to pay fees as provided in Section 6. 13.3 Effect of Termination Upon termination or expiration of this Agreement for any reason: (a) All license rights granted herein IMMEDIATELY AND AUTOMATICALLY TERMINATE. (b) Customer shall IMMEDIATELY CEASE ALL USE of the Software. (c) Following written notice of termination, Axis Radius shall provide Customer with a transition period of thirty (30) days during which Customer may migrate away from the Software. During this period, the Software shall continue to operate in read-only or degraded mode sufficient for Customer to extract its own configuration data and transition its applications. (d) Customer shall PERMANENTLY DESTROY all copies of the Compiled Binary and Loader Files in Customer's possession or control, including all backup copies, within ten (10) business days following the end of the transition period. (e) Customer shall, upon request, provide Axis Radius with a written certification signed by an authorized officer confirming the destruction of all copies. (f) Any fees owed to Axis Radius at the time of termination shall remain due and payable. (g) For clarity, Customer retains ownership of all application code, configuration files, and content created by Customer, even if such materials were designed to interface with the Software. Customer's obligation to destroy copies extends only to the Compiled Binary and accompanying Loader Files provided by Axis Radius. 13.4 Survival The following sections shall survive termination or expiration of this Agreement: Section 1 (Definitions), Section 3 (Intellectual Property), Section 6 (Payment, to the extent of accrued obligations), Section 8 (Confidentiality), Section 9 (Disclaimer of Warranties), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12.2 (IP Protection Covenant), Section 14 (Export Compliance), Section 15 (Governing Law), Section 20 (Assignment), Section 24 (Limitation of Actions), and this Section 13.4. ================================================================================ 14. EXPORT COMPLIANCE ================================================================================ Customer acknowledges that the Software may be subject to export control laws and regulations of the United States and other jurisdictions. Customer agrees to comply with all applicable export and re-export control laws and regulations, including but not limited to the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce and sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). Customer represents and warrants that it: (a) Is not located in, and will not export or re-export the Software to, any country subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist-supporting" country. (b) Is not listed on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals and Blocked Persons List, the Denied Persons List, or the Entity List. (c) Will not use the Software for any purpose prohibited by applicable export control laws, including but not limited to the development, design, manufacture, or production of nuclear, chemical, or biological weapons, or missile technology. 14.1 AI Regulatory Compliance (a) Customer is SOLELY RESPONSIBLE for compliance with all applicable AI regulations, laws, and standards in Customer's jurisdiction, including but not limited to the European Union Artificial Intelligence Act (EU AI Act), and any implementing regulations, guidelines, or standards issued thereunder. (b) For deployments subject to the EU AI Act or similar AI-specific regulations, Customer is responsible for: (i) determining the applicable risk classification of Customer's AI system; (ii) including Axium Engine in all required AI system documentation, transparency reports, and risk assessments; (iii) maintaining records of AI system behavior, outputs, and decision-making processes as required by applicable law; and (iv) conducting conformity assessments where required. (c) Axis Radius Technologies shall provide reasonable documentation support for regulatory compliance upon Customer's written request, including technical specifications, data flow documentation, and descriptions of the Software's analytical capabilities. Such support shall be provided at no additional charge for documentation that Axis Radius maintains in the ordinary course of business; custom documentation or regulatory filings prepared at Customer's specific request may be subject to professional services fees. (d) Nothing in this Agreement shall be construed as Axis Radius Technologies assuming any obligation to ensure Customer's compliance with applicable AI regulations, nor as a representation that the Software, standing alone, satisfies any regulatory requirement. ================================================================================ 15. GOVERNING LAW AND DISPUTE RESOLUTION ================================================================================ 15.1 Governing Law This Agreement shall be governed by and construed in accordance with the LAWS OF THE STATE OF WYOMING, United States of America, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement. Patent claims shall be governed by applicable United States federal law. Trade secret claims shall be governed by the Defend Trade Secrets Act, 18 U.S.C. Section 1836, and the applicable state Uniform Trade Secrets Act. 15.2 Exclusive Jurisdiction For any dispute not subject to mandatory arbitration under Section 15.3, the parties agree to the EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED IN SHERIDAN COUNTY, WYOMING. Each party irrevocably waives any objection to jurisdiction and venue in such courts, including any objection based on inconvenient forum. Notwithstanding the foregoing, either party may bring an action in any court of competent jurisdiction in the state where such party has its principal place of business for disputes where the amount in controversy does not exceed Twenty-Five Thousand U.S. Dollars ($25,000). 15.3 Mandatory Arbitration Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, where the amount in controversy is LESS THAN ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000), shall be resolved exclusively through BINDING ARBITRATION administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall take place in Sheridan, Wyoming, or remotely via videoconference if both parties agree. The arbitrator shall be a single arbitrator with experience in software licensing or intellectual property law. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. 15.4 Class Action Waiver TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS AND DISPUTES ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, CONSOLIDATED, OR REPRESENTATIVE BASIS. NEITHER PARTY MAY PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, OR SERVE AS A CLASS REPRESENTATIVE, IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS AGREEMENT. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S OR ENTITY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. 15.5 Injunctive Relief Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information. 15.6 Attorney's Fees In any action or proceeding arising out of or relating to this Agreement, the PREVAILING PARTY shall be entitled to recover its REASONABLE ATTORNEY'S FEES, EXPERT FEES, AND COSTS in addition to any other relief to which it may be entitled. 15.7 Waiver of Jury Trial TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. Each party certifies that no representative of the other party has represented that such party would not seek to enforce this waiver. This waiver shall apply only in jurisdictions where such waivers are enforceable. In jurisdictions where pre-dispute jury waivers are unenforceable, this provision shall have no effect and shall not affect the enforceability of any other provision of this Agreement. ================================================================================ 16. FORCE MAJEURE ================================================================================ Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from causes beyond the party's reasonable control, including but not limited to: acts of God, fire, flood, earthquake, hurricane, tornado, or other natural disaster; epidemic, pandemic, or quarantine; war, invasion, hostilities, terrorism, riot, or civil unrest; government action, sanction, embargo, or regulation; labor disputes or strikes; failure of third-party telecommunications or power supply; internet or network outages; cyberattack or distributed denial of service attack; or any other event that is unforeseeable and beyond the reasonable control of the affected party. The affected party shall provide prompt written notice of the force majeure event and use commercially reasonable efforts to mitigate its effects. If a force majeure event continues for more than NINETY (90) DAYS, either party may terminate this Agreement upon written notice. If a force majeure event renders the Software materially unusable for more than thirty (30) consecutive days, Customer's payment obligations shall be suspended for the duration of the unusability, and the subscription term shall be extended by the period of suspension. This suspension shall be Customer's sole remedy for force majeure-related service disruption. ================================================================================ 17. MODIFICATIONS TO TERMS ================================================================================ 17.1 Non-Material Changes Axis Radius may modify these Terms for clarifications, formatting updates, or changes required by law upon thirty (30) days' written notice. Such changes take effect automatically after the notice period. 17.2 Material Changes Material changes -- including any change to pricing, license scope, liability limitations, indemnification obligations, or dispute resolution -- shall not take effect for existing Customers until: (a) Axis Radius provides sixty (60) days' written notice describing the specific changes; AND (b) Customer provides affirmative written consent (email from an authorized representative constitutes written consent). If Customer does not consent within the sixty (60) day notice period, Customer may continue under the existing terms for the remainder of the current paid subscription term, after which the Agreement shall terminate unless Customer accepts the revised terms. 17.3 Pricing Protection Fees shall remain fixed for the duration of each paid subscription term. Any price changes shall take effect only at the next renewal date following the notice period described in Section 17.2, subject to the limitations of Section 6.6. ================================================================================ 18. SEVERABILITY ================================================================================ If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, such provision shall be modified to the MINIMUM EXTENT NECESSARY to make it valid, legal, and enforceable while preserving the original intent of the parties to the greatest extent possible. If such modification is not possible, the offending provision shall be severed from this Agreement. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect. ================================================================================ 19. NO AGENCY OR PARTNERSHIP ================================================================================ Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind, commit, or make representations or warranties on behalf of the other party. Customer shall not represent or imply to any third party that it has any authority to act on behalf of Axis Radius. ================================================================================ 20. ASSIGNMENT ================================================================================ (a) Customer may not assign, transfer, sublicense, or delegate this Agreement or any rights or obligations hereunder, in whole or in part, whether by operation of law, merger, acquisition, change of control, or otherwise, without the prior written consent of Axis Radius. Any attempted assignment without such consent is void. (b) A change of control -- including any merger, acquisition, sale of substantially all assets, or any transaction or series of transactions resulting in a change of more than fifty percent (50%) of Customer's voting equity or effective control -- constitutes an assignment requiring Axis Radius's prior written consent. (c) Axis Radius may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets without Customer's consent, provided the assignee agrees to be bound by the terms of this Agreement. (d) Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties' respective successors and permitted assigns. ================================================================================ 21. NOTICES ================================================================================ All notices under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by email to the address on file, provided the sender does not receive a delivery failure notification within twenty-four (24) hours; or (c) three (3) business days after being sent by certified mail, return receipt requested. Notices to Axis Radius shall be sent to: legal@axisradiustechnologies.com. Notices to Customer shall be sent to the email address provided during license registration or the most recent address provided in writing by Customer. Customer is responsible for maintaining a current email address on file with Axis Radius. ================================================================================ 22. THIRD-PARTY COMPONENTS ================================================================================ The Software may incorporate third-party open source software components. A list of such components and their applicable licenses is available upon written request. Nothing in this Agreement limits Customer's rights under the applicable open source licenses for such components. In the event of conflict between this Agreement and an applicable open source license, the open source license shall control solely with respect to the applicable component. ================================================================================ 23. GOVERNMENT END USERS ================================================================================ The Software is "commercial computer software" and the documentation is "commercial computer software documentation" as those terms are defined in 48 C.F.R. Section 2.101. If Customer is a U.S. Government agency or contractor, the Software is licensed with only those rights as granted to all other customers under this Agreement, consistent with 48 C.F.R. Section 12.212 (Computer Software) and 48 C.F.R. Sections 227.7202-1 through 227.7202-4 (Technical Data). ================================================================================ 24. LIMITATION OF ACTIONS ================================================================================ Any claim arising out of or relating to this Agreement must be commenced within ONE (1) YEAR after the cause of action accrues, or such claim is permanently barred. This limitation applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise. This limitation shall not apply to claims for infringement or misappropriation of intellectual property rights or breach of confidentiality obligations. ================================================================================ 25. ENTIRE AGREEMENT ================================================================================ This Agreement, together with any Order Forms, license keys, Data Processing Addendums, or subscription agreements executed between the parties, constitutes the ENTIRE AGREEMENT between Customer and Axis Radius Technologies LLC with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, warranties, and understandings, whether written or oral, relating to the subject matter hereof. In the event of conflict between this Agreement and a signed Order Form or enterprise agreement, the signed document shall control. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless made in WRITING AND SIGNED BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES. Email communication from authorized representatives shall constitute a valid written instrument for purposes of this section, subject to reasonable verification of sender identity. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right. A waiver of any right on one occasion shall not be construed as a waiver of such right on any subsequent occasion. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding under the Electronic Signatures in Global and National Commerce Act (ESIGN Act) and the Uniform Electronic Transactions Act (UETA). ================================================================================ 26. ACCEPTANCE ================================================================================ 26.1 Methods of Acceptance This Agreement may be accepted by Customer through any of the following methods, each of which constitutes legally binding acceptance: (a) CLICKWRAP: Clicking an "I Accept," "I Agree," or similar affirmative button presented during software installation, activation, or registration; (b) ORDER FORM: Executing an Order Form, license agreement, or subscription agreement that expressly references these Terms of Service; or (c) CONDUCT: Installing, activating, or making use of the Software after receiving written notice of these Terms (via email, in-product display, or delivery alongside the Software). 26.2 Mere access to the Axis Radius website or marketing materials, without installation, activation, or use of the Software, does not constitute acceptance of this Agreement. 26.3 If Customer executes a signed Order Form or enterprise agreement, the signed document and these Terms shall be read together. In the event of conflict, the signed document shall control. 26.4 Representations and Warranties of Customer Customer represents and warrants that: (a) Customer is at least eighteen (18) years of age or the age of legal majority in Customer's jurisdiction; (b) Customer has the legal capacity and authority to enter into this Agreement; (c) if entering into this Agreement on behalf of a company, organization, or other legal entity, Customer has the AUTHORITY TO BIND such entity to these terms; (d) Customer's use of the Software will comply with all applicable laws and regulations in Customer's jurisdiction; (e) the information provided during registration is accurate and complete; and (f) Customer is not prohibited from receiving the Software under applicable export control or sanctions laws. 26.5 Security Updates Axis Radius reserves the right to issue mandatory security updates or to remotely disable versions of the Software that contain critical security vulnerabilities, upon reasonable notice to Customer. Customer shall apply security updates within thirty (30) days of notification. Continued use of a version with known critical vulnerabilities after the thirty (30) day period constitutes acceptance of all associated risks and may void applicable warranty and indemnification obligations. ================================================================================ Copyright 2025-2026 Axis Radius Technologies LLC. All rights reserved. 30 N Gould St Ste R, Sheridan, WY 82801 legal@axisradiustechnologies.com | (480) 208-1642 ================================================================================