Terms and Conditions

These Terms and Conditions (the "Terms and Conditions" or this "Agreement") constitute a legal agreement between PumasAI, Inc. ("PumasAI", "Company", or "We") and you, the user of the Licensed Software (as defined below) ("Customer" or "You").

PUMASAI IS WILLING TO LICENSE THE LICENSED SOFTWARE TO YOU AND ALLOW YOU TO USE THE LICENSED SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THESE TERMS AND CONDITIONS. PLEASE READ THEM CAREFULLY. YOU MUST AGREE TO ALL OF THE PROVISIONS IN THESE TERMS AND CONDITIONS IN ORDER TO USE THE LICENSED SOFTWARE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL, OR USE THE LICENSED SOFTWARE.

IMPORTANT: THESE TERMS AND CONDITIONS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT, AS FURTHER SET FORTH IN SECTION 10 BELOW, REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT CUSTOMER IS GIVING UP THE RIGHT TO SUE IN COURT OR IN CLASS ACTIONS OF ANY KIND.

1. Software License.

a. License. PumasAI grants Customer a nonexclusive, nontransferable, non-sublicensable, limited license to install and use one copy of the product or software identified on Company's registration page (the "Licensed Software") during the License Term and solely for the Licensed Purpose and otherwise in accordance with all applicable Documentation (each as defined below). Nothing in this Agreement will be deemed to grant to Customer any right to view a copy of the source code underlying any Licensed Software. For purposes of this Agreement, "Documentation" means the textual or graphical materials provided by PumasAI to Customer in writing that describe the features, functions, and use of the Licensed Software, as updated from time to time by PumasAI. "Licensed Purpose" means non-commercial and academic purposes only. YOU MAY NOT USE THE LICENSED SOFTWARE FOR ANY COMMERCIAL PURPOSE WHATSOEVER without first obtaining a separate license from PumasAI that authorizes such use.

b. Registration. In order to gain access to the License Software, You must register with PumasAI by submitting all information requested by PumasAI (the "Registration Information" and such process, the "Registration Process"). You represent that all information You provide to PumasAI is true, accurate, complete, and current and that You will promptly update the Registration Information as necessary. You hereby represent and warrant that you have the right and authority to agree to these Terms and Conditions and that these Terms and Conditions constitute valid and binding obligations of You. To complete the Registration Process, you must be at least 18 years old. You represent and warrant that you have the legal ability (capacity) to enter into a binding contract and are at least 18 years old.

2. Customer Obligations.

a. Customer is responsible for procuring and operating all computer systems, software, and telecommunications services required to meet the minimum technical specifications, as provided by Company from time to time, to access and use the Licensed Software (the "Customer Network").

b. Customer will safeguard the Licensed Software and any other devices, computers, and networks used to access the Licensed Software, and Customer will safeguard all login information, passwords, identity and security protocols, and policies through which Customer accesses and uses the Licensed Software ("Access Credentials"). Customer agrees to: (1) keep the Access Credentials secure and confidential and not provide the Access Credentials to anyone else; and (2) not allow any other individual to use the Access Credentials. Customer will notify Company immediately (within 48 hours) if Customer learns of any unauthorized use of any Access Credentials or any other known or suspected breach of security relevant to the Licensed Software. Company reserves the right, in its sole discretion and without liability to Customer, to take any action Company deems necessary or reasonable to ensure the security of the Licensed Software.

c. Customer will not (a) transmit, display, broadcast, or otherwise make the Licensed Software available to anyone; (b) commercially exploit, sell, resell, license, sublicense, rent, lease, or distribute the Licensed Software or include the Licensed Software or any derivative works thereof in a service bureau or outsourcing offering; (c) copy, photograph, or otherwise reproduce any part of the Licensed Software or modify or make derivative works based upon the Licensed Software; (d) create internet "links" to the Licensed Software or "frame" or "mirror" any portion of the Licensed Software on any other website, software application, server, or device; (e) use or access the Licensed Software for purposes of monitoring its performance, or functionality, or for any other benchmarking or competitive purposes, including without limitation to create any competing product or service; (f) remove or obscure any proprietary or other notices contained within the Licensed Software or on any materials provided by or through the Licensed Software, including any reports or data printed or downloaded from the Licensed Software; (g) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code underlying Licensed Software, reverse engineer any output of the Licensed Software ("Output"), or otherwise attempt to discover or recreate any method of service or algorithm of the Licensed Software; (h) disable or circumvent any security measures used by the Licensed Software or otherwise attempt to gain unauthorized access to any portion or feature of the Licensed Software; or (i) utilize the Licensed Software outside the scope of the Licensed Purpose or other than in accordance with the Documentation. All limitations and restrictions in this Agreement regarding the Licensed Software also apply to the Documentation made available to Customer. Customer will promptly notify Company if Customer becomes aware or reasonably suspects that the Licensed Software is being used for any illegal or unauthorized purpose.

d. Customer shall use the Licensed Software in a manner that complies with all laws and regulations that are applicable to Customer, including laws related to privacy, personal data, and data protection.

e. Customer acknowledges that the Licensed Software is of U.S. origin and is subject to U.S. export control and sanctions laws ("Export Control Laws"), including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce, and the U.S. Department of State. Customer agrees that it will not export, reexport, transfer, or permit the use of any Licensed Software to or from (a) any country or region that is subject to comprehensive sanctions or embargo by the U.S. Government (currently, Cuba, Iran, North Korea, the Crimea region of Ukraine, and the "Covered Regions" of Ukraine set forth in Executive Order 14065) (collectively, the "Embargoed Territories") or Russia or Belarus; (b) any instrumentality, agent, entity, or individual that is acting on behalf of, or directly or indirectly owned or controlled by, any governmental entity of any Embargoed Territory; (c) a national of an Embargoed Territory; or (d) any organization, entity, or individual identified on a list of designated, sanctioned, or prohibited parties maintained under Export Control Laws (a "Prohibited Party") or owned or operated by a Prohibited Party. Customer further agrees that it will not export, transfer, or use the Licensed Software for any end-use that is prohibited by U.S. Export Control Laws, including activities relating to biological weapons.

f. PumasAI may suspend or revoke Customer's right to access and use the Licensed Software if PumasAI reasonably determines that Customer has violated any term of this Agreement or for any other reason, in PumasAI's sole discretion.

3. Confidential Information.

a. For purposes of this Agreement, the term "Confidential Information" means any information received by one Party (the "Receiving Party") from or on behalf of the other Party (the "Disclosing Party") that is either marked as confidential or proprietary, or that a reasonable person in the industry would understand as being confidential, including without limitation a Party's pricing, business plans, strategies, technology, research and development, records, products, software code, non-public features and functionality of the Licensed Software, and other services. Notwithstanding the foregoing, "Confidential Information" shall not include information that: (1) is or becomes generally available to the public through no act or omission of the Receiving Party; (2) was in the Receiving Party's possession prior to the disclosure and had not been obtained from the disclosing party or from a third party who is under an obligation of confidentiality with the owner of the Confidential Information; (3) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (4) is independently developed by the Receiving Party without reference to the Confidential Information of the other Party.

b. The Confidential Information of the Disclosing Party may be used by the Receiving Party only in connection with this Agreement, to exercise its rights, or perform its obligations. Each Party shall limit access to the Confidential Information of the Disclosing Party to the Receiving Party's employees, consultants, contractors, subcontractors, attorneys, accountants, banks and other financing sources as reasonably required in connection with this Agreement (each of whom, a "Representative"), each of whom must be subject to obligations of confidentiality and non-use comparable to those set forth herein. Receiving Party shall be liable for any breach of this Section by any of its Representatives.

c. Each Party agrees to protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own Confidential Information of like kind and in all events with not less than a reasonable degree of care.

d. The Receiving Party may make a limited disclosure of the Disclosing Party's Confidential Information if and to the extent required to do so by applicable law, regulation, court order, or the like; provided, however, that in any such event, the Receiving Party will give the Disclosing Party advance notice where legal and practicable so that the Disclosing Party may seek to take reasonable actions to prevent or limit the scope of any such disclosure. The Receiving Party agrees to reasonably cooperate with the Disclosing Party in such an instance at the Disclosing Party's expense.

e. All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed upon written request by the Disclosing Party. Notwithstanding the foregoing, the Receiving Party shall have no obligation to return or destroy any data or information that it is require to maintain to comply with any law or regulation; the Receiving Party may retain one (1) copy of Confidential Information in its confidential files solely for the purposes of verifying compliance with the terms of this Agreement; and the Receiving Party is not required to destroy any computer files containing the Disclosing Party's Confidential Information that are created during routine computer system backup. With respect to such retained and backup computer files, the non-use and confidentiality obligations set forth in this Agreement shall apply to such files.

4. Intellectual Property.

a. As between PumasAI and Customer, PumasAI shall retain all right, title, and interest in and to (a) all content, materials, tools, technology, and other intellectual property developed, owned, or controlled by it prior to the Effective Date and (b) all content, materials, tools, technology, and other intellectual property developed, owned, or controlled by it after the Effective Date, which for the avoidance of doubt shall not include any Confidential Information of Customer ((a) and (b) collectively, the "PumasAI Content").

b. The Licensed Software, including without limitation all software code related thereto, the Software Analytics (as defined below), the PumasAI Content, all descriptions and documentation related to the Licensed Software, and any information, data, or other content provided by PumasAI (other than Output), as well as all improvements, modifications, derivative works, and innovations made to each of the foregoing and all intellectual property rights in each of the foregoing, are the exclusive property of PumasAI and its licensors. Except for the limited license expressly granted herein, all rights in and to all of the foregoing are reserved by PumasAI. This Agreement does not convey to Customer any rights of ownership or other intellectual property right in, to, or under the Licensed Software. PumasAI shall own all intellectual property rights related to any feedback, comments, or suggestions Customer provides to PumasAI with respect to the Licensed Software or any services of PumasAI, and Customer hereby assigns all such intellectual property rights to PumasAI.

c. As used herein, "Software Analytics" means information, data, statistics, metadata, inferences, interrelationships, and/or associations generated by or from the Licensed Software, or regarding Customer's use of the Licensed Software, including without limitation performance metrics. Company may create, collect, use, and disclose Software Analytics for product improvement and other Company business purposes. Software Analytics will not identify Customer as the source of the information.

5. Customer Data.

a. As between Company and Customer, Customer is the exclusive owner of and shall remain the exclusive owner of all data Customer uploads to the Licensed Software, including without limitation data, text, writing, and any other types of content ("Customer Data"), including all modifications to Customer Data (other than Aggregated Data) and all intellectual property rights in or to any of the foregoing.

6. Disclaimers of Warranties.

a. THE LICENSED SOFTWARE, SERVICES, AND DOCUMENTATION ARE PROVIDED HEREUNDER ON AN "AS-IS" BASIS, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, PUMASAI DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, WITH RESPECT TO THE SERVICES, LICENSED SOFTWARE, PUMASAI CONTENT, AND OUTPUT AND MAKES NO OTHER REPRESENTATION, GUARANTEE, OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY: (1) OF MERCHANTABILITY; (2) OF FITNESS FOR A PARTICULAR PURPOSE; (3) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; (4) OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS; AND (5) TITLE. WITHOUT LIMITING THE FOREGOING, PUMASAI: (A) DOES NOT REPRESENT OR WARRANT THAT THE LICENSED SOFTWARE, ANY PUMASAI CONTENT, OR ANY OUTPUT WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT ANY DEFECTS WILL BE CORRECTED AND (B) DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OR RESULTS FROM THE LICENSED SOFTWARE, INCLUDING ANY OUTPUT, INCLUDING WITH RESPECT TO ACCURACY, QUALITY, RELIABILITY, CORRECTNESS, TIMELINESS, COMPLETENESS, AVAILABILITY, OR OTHERWISE.

7. Indemnification.

a. Customer shall indemnify, defend and hold harmless PumasAI, its directors, officers, employees, and agents, and its licensors and suppliers from and against any and all losses, damages, liabilities, fines, reasonable attorney fees, court costs, and expenses (collectively "Losses"), arising from any third-party claims, actions, proceedings, investigations, or litigation (any of which a "Third Party Claim") arising from (a) Customer's access to or use of the Licensed Software or any Output, except to the extent arising from Company's material breach of this Agreement, failure to comply with any applicable law, or infringement or violation of any third party's intellectual property rights; or (b) Customer's breach or failure to comply with this Agreement or any applicable law or regulation.

8. Limitations of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES THAT PUMASAI SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LIABILITIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, NETWORK DOWNTIME, LOST PROFITS OR LOSS OF DATA) ARISING FROM OR RELATING IN ANY WAY TO THE LICENSED SOFTWARE, SERVICES, PUMASAI'S PRIVACY POLICY OR THIS AGREEMENT EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL THE TOTAL MAXIMUM LIABILITY OF PUMASAI FOR ALL LOSSES, COSTS, LIABILITIES OR DAMAGES TO THE CUSTOMER FOR ANY AND ALL CAUSES OF ACTION WHATSOEVER HEREUNDER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED, IN THE AGGREGATE, THE FEES PAID BY CUSTOMER TO PUMASAI IN THE SIX (6) MONTHS PRECEDING THE MONTH IN WHICH THE FIRST ACTION IS ALLEGED TO HAVE ARISEN. PUMASAI IS NOT RESPONSIBLE FOR ANY LOSSES, COSTS, LIABILITIES, OR DAMAGES ARISING OUT OF OR RELATING TO CUSTOMER'S USE OF THE SOFTWARE. IN ADDITION, IN NO EVENT SHALL PUMASAI HAVE ANY LIABILITY FOR ANY CLAIM MADE MORE THAN TWO YEARS AFTER THE TERMINATION OF THIS AGREEMENT.

9. Termination.

a. Either party may terminate this Agreement at any time. Upon the termination of this Agreement: (a) all licenses granted to Customer shall terminate; and (b) Customer shall immediately cease using and destroy all copies of the Licensed Software in Customer's possession, custody, or control. All payment obligations accrued prior to the date of termination as well as Sections 3 (Confidential Information), 4 (Intellectual Property), 5 (Customer Data), 6 (Disclaimers of Warranties), 7 (Indemnification), 8 (Limitations of Liability), 9 (Termination), 10 (Governing Law, Arbitration, and Class Action Waiver), and 11 (Miscellaneous) shall survive the termination of this Agreement.

10. Governing Law, Arbitration, and CLASS ACTION WAIVER.

a. The Terms and Conditions shall be governed and construed in accordance with the laws of the United States and the State of Delaware, without giving effect to conflicts-of-law principles thereof. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.

b. This arbitration provision provides for binding arbitration of all Claims by either You or Us against the other if either You or We choose to refer the Claim to arbitration. A "Claim" covered by this provision is any claim, dispute or controversy by either You or Us against the other, arising from or relating in any way to these Terms and Conditions, PumasAI's privacy policy, or the Licensed Software, our relationship, data collected, accessed, or generated through or in connection with the Licensed Software and the use, disclosure, and other processing of such data, or products or services provided by Us or a third party in connection with these Terms and Conditions, including (without limitation) claims, disputes, or controversies based on contract, tort (including intentional torts), fraud, agency, negligence, statutory or regulatory provisions or any other source of law and (except as otherwise specifically provided in these Terms and Conditions). All issues shall be for the arbitrator to decide except issues related to the scope, enforceability, interpretation, or formation of this arbitration agreement, which shall be for the court to decide.

c. In arbitration, a neutral arbitrator-not a judge or a jury-decides whether to award relief. Procedures are also simpler in arbitration than in court. For example, discovery is more limited. Review of the arbitrator's decision by appeal is also limited (as described below in this arbitration provision). You and We agree that all Claims must be arbitrated on an individual basis between You and us, and not on a class, representative, or any other kind of collective basis. As a result, class actions and other representative or collective basis proceedings are not available for resolution of Claims. Apart from Claims arising from You, no claims may be joined together in the arbitration. The arbitrator shall not have any authority to entertain a claim, or to award any relief, on behalf of or against anyone other than a named party to the arbitration proceeding.

d. TO BE CLEAR, ARBITRATION WITH RESPECT TO A CLAIM IS BINDING AND NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT. IN ARBITRATION YOU AND WE WILL NOT HAVE THE RIGHTS THAT ARE PROVIDED IN COURT INCLUDING THE RIGHT TO A TRIAL BY JUDGE OR JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN PROCEEDINGS BROUGHT BY OTHERS SUCH AS CLASS ACTIONS OR SIMILAR PROCEEDINGS. IN ADDITION, THE RIGHT TO DISCOVERY AND THE RIGHT TO APPEAL ARE ALSO LIMITED OR ELIMINATED BY ARBITRATION. ALL OF THESE RIGHTS ARE WAIVED AND ALL CLAIMS MUST BE RESOLVED THROUGH ARBITRATION.

e. If any Claim is advanced in a court, arbitration may be elected under this provision instead, and the right to elect arbitration shall not be deemed to have been waived if the election is made at any time before commencement of trial. Notwithstanding the above, You and We both agree that neither of Us waive or limit our rights to (a) bring an individual action in a U.S. small claims court, (b) bring an individual action that relates to intellectual property rights, or (c) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator.

f. The arbitration shall be administered by the American Arbitration Association (the "Administrator"). The Administrator provides information about arbitration, its arbitration rules and procedures, fee schedule and claims forms at its web site or by mail as set forth above. The arbitration hearing may be conducted in person, by telephone, or based on documents, as appropriate. The Administrator will apply the rules and procedures in effect and applicable to the claim at the time the arbitration is filed. The Claim will be heard before a single arbitrator. The arbitration will not be consolidated with any other arbitration proceedings. The Administrator shall resolve each dispute in accordance with applicable law.

g. If You commence arbitration, You must provide Us the notice required by the Administrator's rules and procedures. The notice may be sent to Us as set forth in Section 10 below. If We commence arbitration, We will provide You notice as set forth in Section 10 or otherwise at Your last known address. Any in-person arbitration hearing at which You appear will take place at a location within the federal judicial district that includes Your address at the time the Claim is filed. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. No class actions, joinder or consolidation of any Claim with a Claim of any other person or entity shall be allowable in arbitration, without the written consent of both You and us. In the event that there is a dispute about whether limiting arbitration of the parties' dispute to non-class proceedings is enforceable under applicable law, then that question shall be resolved by litigation in a court rather than by the arbitrator; and to the extent it is determined that resolution of a Claim shall proceed on a class basis, it shall so proceed in a court of competent jurisdiction rather than in arbitration.

h. A party can appeal an arbitrator's award pursuant to the AAA's Optional Appellate Arbitration Rules ("Appellate Rules") within 30 days of the date of the issuance of the arbitrator's award issuance. As specified in the Appellate Rules, a party may appeal on the grounds that the arbitrator's award is based on an error of law that is material and prejudicial; or that the award is based on determinations of fact that are clearly erroneous. As further specified in the Appellate Rules, the decision by the appellate tribunal shall become the final award for purposes of judicial enforcement proceedings. Any final arbitration award will be binding on the named parties and enforceable by any court having jurisdiction. Judgment upon any arbitration award may be entered in any court having jurisdiction. We will pay, or reimburse You for, all fees or costs to the extent required by law or the rules of the arbitration Administrator. Whether or not required by law or such rules, if You prevail at arbitration on any Claim against us, We will reimburse You for any fees paid to the Administrator in connection with the arbitration proceedings. Under no circumstances will We seek from You payment or reimbursement of any fees that We incur in connection with arbitration. If You are required to advance any fees or costs to the arbitration Administrator, but You ask Us to do so in Your stead, We will consider and respond to Your request.

i. This arbitration agreement applies to all Claims now in existence or that may arise in the future, and it survives the assignment or termination of these Terms and Conditions and Your Account. Nothing in these Terms and Conditions shall be construed to prevent any party's use of (or advancement of any claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security or property interests for contractual debts now or hereafter owed by either party to the other under these Terms and Conditions.

j. For any Claim for which arbitration is not available, either as set forth above or as a result of this arbitration provision being held unenforceable under applicable law as to a particular Claim brought by one party against the other, then legal proceedings involving only that Claim may be instituted solely in the state and federal courts located in Delaware. For all purposes of these Terms and Conditions, all parties hereby irrevocably consent to the jurisdiction of such courts over their person and waive any defense based on improper or inconvenient venue or lack of personal jurisdiction.

11. Miscellaneous.

a. Independent Contractor. PumasAI provides the Licensed Software as an independent contractor, and nothing contained in this Agreement shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the Parties or between Customer and PumasAI or its employees, and neither PumasAI nor any of its employees, shall, in any sense, be considered employees or agents of Customer. No employee of PumasAI shall be eligible or entitled to any benefits, perquisites or privileges given or extended to Customer.

b. Assignment. Customer may not assign this Agreement.

c. Publicity. Customer hereby consents to PumasAI's use of Customer's name, trademarks, and logo on PumasAI's website and in other advertising and promotion materials, including press releases, together with a statement of Customer's status as a Customer of PumasAI and a general description of the services provided hereunder. Customer agrees to provide a statement to be used in a press release on PumasAI's website.

d. Notice. Any notices or consents pursuant to this Agreement shall be in writing and shall be sent to Customer at Customer's address set forth in the Registration Information and to PumasAI at 3500 South DuPont Highway, Suite GT-101, Dover, DE 19901, United States of America, Attn: CEO, with a copy to contracts@pumas.ai, or at such other address as shall be provided by a Party to the other Party in writing from time to time during the Term. Such notices, consents or other communications shall be deemed to have been duly given and received (i) on the day of delivery if sent by personal delivery, (ii) on the day of delivery if sent by FedEx or other similar express overnight delivery service with confirmation of receipt, or (iii) when delivered, if sent by registered or certified mail (return receipt requested).

e. Governing Law; Disputes. This Agreement shall be governed by the laws of the State of Delaware, USA, without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction, and shall be binding upon the parties hereto. All disputes with respect to this Agreement shall be brought and heard either in the state or federal courts located in Delaware. The parties to this Agreement each consent to the in personam jurisdiction and venue of such courts. The parties agree that service of process upon them in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.

f. Entire Agreement. This Agreement sets forth the entire agreement between Customer and PumasAI pertaining to the subject matter described herein and supersedes in its entirety any and all written or oral agreements previously existing between the Parties with respect to such subject matter. Customer acknowledges and agrees that it has not entered into this Agreement based on any promise or understanding that is not set forth in this Agreement, including with respect to any anticipated features or functionality of any service that may be implemented in the future.

g. Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. In the event of any conflict between any provision of this Agreement and any applicable law, the provision or provisions of this Agreement affected shall be modified to remove such conflict and permit compliance with such law and as so modified this Agreement shall continue in full force and effect.

h. Amendment. PumasAI may update this Agreement at any time in its sole discretion.

i. No Waiver. The failure of a Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right of such Party to enforce such provision and every other provision.

j. No Third-Party Beneficiaries. Except as expressly provided in this Agreement, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

k. Force Majeure. Neither Party shall be responsible for any failure to perform or delay in performing any of its obligations under this Agreement, other than Customer's payment obligations, where and to the extent that such failure or delay results from causes outside the reasonable control of such party. Such causes shall include, without limitation, Acts of God or of a public enemy, acts of the government in its sovereign or contractual capacity, fires, floods, catastrophic weather events, terrorist acts, epidemics, quarantine restrictions, civil commotions, denial of service attacks, computer hacking and utility or telecommunications failures.

PumasAI.svg
Pumas-AI Inc.
3500 South Dupont Highway
Suite GT-101
Dover, DE 19901
Email: info@pumas.ai
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Pumas-AI Inc.
3500 South Dupont Highway
Suite GT-101
Dover, DE 19901
Email: info@pumas.ai
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