PLEASE READ THESE AIV SUBSCRIPTION TERMS (THE “TERMS”) CAREFULLY. BY ENTERING INTO AN ORDER FORM, BY CLICKING "I ACCEPT", OR BY ACCESSING OR USING ANY AIV APPLICATION, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS.

The terms set forth below govern Customer’s access to and use of one or more of Company’s proprietary AIV generative AI software applications.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A CORPORATION OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT ACCESS OR USE THE AIV APPLICATIONS.

1. Definitions

1.1 “AIV Applications” means Company’s proprietary generative AI software applications, made available on a software-as-a-service model, designed to enable customers to access information regarding certain well-established rules and principles in a particular subject matter area of the law.

1.2 “Agreement” means these Terms and any Order Form entered into by Customer. These Terms are automatically incorporated into, and made a part of, each such Order Form, and each such Order Form and these Terms as incorporated therein together constitute an Agreement.

1.3 “Authorized Application(s)” means the AIV Application(s) Customer is authorized to access and use during the applicable Subscription Period as identified in the Order Form.

1.4 “Company” means AIV, LLC.

1.5 “Customer” means the individual or entity entering into the Agreement and authorized to access and use the Authorized Application(s) subject to the terms and conditions hereof.

1.6 “Customer Data” means the queries or other data input to the Authorized Application(s) by Customer or any User, and any resulting Responses.

1.7 “Documentation” means the online user guides, specifications, and manuals, if any, regarding the Authorized Application(s), as they may be updated from time to time.

1.8 “Effective Date” means the effective date of the applicable Order Form or, in the absence of an applicable Order Form, the date on which Customer accepts these Terms.

1.9 “Evaluation Period” means any no-cost trial use or evaluation period afforded to Customer by Company with respect to an Authorized Application.

1.10 “Fees” means the subscription fees to be paid by Customer to Company for the access and use of the Authorized Application(s).

1.11 “Force Majeure” means an act of God (e.g., a natural disaster, accident, epidemic or pandemic), failure of the public Internet or public power infrastructure, distributed denial of service (DDoS) attack, or another event outside of the reasonable control of the party seeking excuse of performance (e.g., acts of war, terrorism, government authority or by another third party outside the party’s control).

1.12 “Intellectual Property Rights” means rights recognized by any jurisdiction with respect to intellectual work product, such as patent rights (including priority rights), design rights, copyrights (including moral rights), mask work rights, trade secret rights, trademarks, service marks, know-how and domain name rights.

1.13 “Order Form” means an electronic order form entered into by Customer through a Company website or any other written agreement between Customer and Company that specifies the Authorized Application(s), the Subscription Period, and any associated Fees.

1.14 “Personal Data” has the meaning given to “personal information”, “personal data”, or interchangeable and similar terms defined under applicable data privacy laws.

1.15 “Response” means the information returned by an Authorized Application in response to a query submitted by Customer or any User.

1.16 “Subscription Period” means the period during which Customer is authorized to access and use the Authorized Application(s) subject to payment of the applicable Fees, as such period is identified in the Order Form.

1.17 “User” means an employee or agent of Customer authorized by Customer to use an Authorized Application.

1.18 “Vorys” means Vorys, Sater, Seymour and Pease LLP, an affiliated entity of Company that operates as a law firm and provides legal services.

2. Permitted Use of AIV Applications

2.1 Grant of Rights. Subject to the terms and conditions of the Agreement and Customer’s payment of the applicable Fees, Company grants Customer, during the Subscription Period, a limited-term, non-exclusive, non-sublicensable, non-transferable right to access and use the Authorized Application(s) solely for Customer’s own internal business purposes. Access and use of each Authorized Application is subject to any restrictions on the number of Users or other applicable limitations stated in the Order Form. Customer may not use the Authorized Application(s) for the benefit of any third party, or enable or allow any third party to access or use the Authorized Application(s), without Company’s prior written consent.

2.2 Access Credentials. Each User will establish a unique set of access credentials for the Authorized Application(s) consisting of a username and password (collectively, “Access Credentials”). Access Credentials are personal to each User and may not be shared with or transferred to any other individual or entity.

2.3 Customer Responsibilities. Customer is solely responsible for (a) maintaining the confidentiality of Access Credentials and account security; (b) establishing appropriate internal roles, permissions, policies, and procedures for secure use of the Authorized Application(s); (c) all activity and fees incurred through use of Access Credentials; (d) ensuring Users comply with the Agreement and the Documentation; (e) maintaining necessary hardware, software, and network connections for proper access to Authorized Application(s); and (f) the accuracy, completeness, and legality of all Customer Data submitted to the Authorized Application(s). Customer must immediately notify Company of any unauthorized use of the Access Credentials or suspected account security compromise.

2.4 Prohibited Activities. Customer shall not, and shall not enable or allow Users or any third party to: (a) provide or make an Authorized Application available to unauthorized users or operate it as a service bureau; (b) reverse engineer, decompile, probe, or attempt to derive the source code of an Authorized Application; (c) attempt to gain unauthorized access to an Authorized Application or circumvent any Authorized Application security measures; (d) use automated tools or mechanisms to access or submit queries to an Authorized Application; (e) copy, modify, or create derivative works of an Authorized Application; (f) remove proprietary markings or notices from an Authorized Application; (g) frame or mirror an Authorized Application; or (h) access or use an Authorized Application to: (i) send spam or unsolicited messages; (ii) store or transmit illegal material or content violating third-party rights; (iii) transmit harmful code, including viruses and malware; (iv) develop competing solutions; (v) engage in any activities involving an Authorized Application or any Response that violate any federal, state, or local law applicable to Customer; (vi) conduct benchmark, performance, or vulnerability testing on an Authorized Application; (vii) overwhelm or attempt to overwhelm an Authorized Application’s infrastructure by imposing an unreasonable load that consumes extraordinary system resources; or (viii) interfere or attempt to interfere in any manner with the proper functioning of an Authorized Application.

2.5 Compliance. Customer agrees to use the Authorized Application(s) in accordance with the Agreement, the Documentation, and all applicable laws and regulations.

2.6 Disclaimer. THE AUTHORIZED APPLICATION(S) ARE GENERATIVE ARTIFICIAL INTELLIGENCE (AI) TOOLS THAT leverage information from a variety of internal and external sources to generate responses to user queries within a defined legal subject matter area. outputs generated by the AUTHORIZED APPLICATION(S) are DEPENDANT ON THE accuraCY and reliability of the information input into THEM. As such, COMPANY makes no representations or warranties as to the accuracy of the Responses AN AUTHORIZED APPLICATION PROVIDES TO CUSTOMER IN THE COURSE OF ITS USE OF THIS RESOURCE TOOL. CUSTOMER is solely responsible for the use, interpretation, and application of THE RESPONSES produced by the AUTHORIZED APPLICATION(S). ALTHOUGH COMPANY WILL, ON AN ONGOING BASIS, update the source materials and monitor and enhance THE PERFORMANCE OF THE AUTHORIZED APPLICATION(S) AS A WHOLE, ATTORNEYS WILL NOT BE independently CHECKING OR reviewing THE RESPONSES GENERATED BY THE AUTHORIZED APPLICATION(S) PRIOR TO CUSTOMER’S RECEIPT OF SUCH RESPONSES. It is extremely important CUSTOMER understands that THE AUTHORIZED APPLICATION(S) ARE generative AI toolS. THE AUTHORIZED APPLICATION(S) ARE not PROVIDING LEGAL ADVICE, AND THEY ARE NOT a lawyer. AS IS THE CASE WITH ANY GENERATIVE AI TOOL, CUSTOMER should:

(A) Validate, check, and double-check all Responses provided by AN AUTHORIZED APPLICATION (including, for non-lawyer users, with in-house or outside legal counsel);

(B) Understand that information included in queries to AN AUTHORIZED APPLICATION, and the Responses to such queries, WILL BE TREATED AS CUSTOMER’S CONFIDENTIAL INFORMATION; HOWEVER, THAT INFORMATION WILL not BE protected by the ATTORNEY WORK PRODUCT OR attorney-client privilege; and

(C) Understand the risks of using AN AUTHORIZED APPLICATION (or any generative AI tool), including any UNINTEDED biases and the potential of generating false Responses.

By executing THE AGREEMENT, CUSTOMER acknowledges and accepts the foregoing disclaimers and limitations relative to CUSTOMER’s use of THE AUTHORIZED APPLICATION(S).

2.7 Queries. Company reserves the right to, but is not obligated to, monitor Customer’s use of the Authorized Application(s) and block any query (or decline to return a substantive result in response to such query) that is inconsistent with the Agreement or that may constitute misuse of an Authorized Application. During the Subscription Period, Customer’s queries will be retained for a period of six (6) months from submission and thereafter will be deleted from Customer’s Authorized Application account.

2.8 Trial Use. If Company authorizes Customer to use one or more AIV Applications during an agreed no-cost trial or evaluation use period (“Evaluation Period”), Customer acknowledges and agrees that, during the Evaluation Period: (i) each such Authorized Application is provided “as-is” and “as-available”; (ii) any warranties or indemnification obligations of Company set out elsewhere in the Agreement do not apply; and (iii) notwithstanding anything to the contrary, use of such Authorized Application is at Customer’s sole risk and Company will not have any liability to Customer with respect thereto. Company may terminate the Evaluation Period at any time upon notice to Customer, at which point Customer will have no further right to access or use the Authorized Application unless and until Customer and Company enter into an Order Form detailing the scope and duration of any post-Evaluation Period access and use, and the associated Fees.

2.9 Availability. Company will use commercially reasonable efforts to maintain availability of the Authorized Application(s) 24 hours a day, 7 days per week, subject to emergency and planned maintenance, Force Majeure events, and the terms of the Agreement. Company will endeavor to schedule planned maintenance affecting the availability of an Authorized Application at non-peak usage times. Company will use commercially reasonable efforts to resolve any unplanned downtime of an Authorized Application as soon as practicable.

2.10 Suspension. Company may temporarily restrict or suspend Customer’s use of an Authorized Application if Customer is in breach of the Agreement, if Customer engages in any misuse of the Authorized Application, or if Company determines that Customer’s use of the Authorized Application may interfere with or disrupt the integrity, security, availability or performance of the Authorized Application or have a material adverse impact on other customers’ use of the Authorized Application. Company will not be liable to Customer for any restriction or suspension effected in accordance with the Agreement, and any applicable Fees will continue to apply and accrue during any such period of restriction or suspension.

2.11 Updates. Company reserves the right to update, modify and enhance the Authorized Application(s) from time to time. With respect to the Authorized Application(s) to which Customer subscribes hereunder, Customer will have access to those updates and upgrades that Company makes available to its subscribers generally at no additional charge. Any new features or functionalities that are subject to additional fees would be provided only pursuant to a new or amended Order Form between the parties.

3. Fees

3.1 Subscription Fees. The Fees to be charged by Company for use of the Authorized Application(s) will be as set out in the applicable Order Form. All Fees shall be paid in U.S. Dollars, and are non-refundable except as otherwise expressly set forth in the Agreement. Company reserves the right to increase the applicable Fees on an annual basis. Customer will be notified of any such increase at least 30 days in advance, and may, if Customer desires to avoid the impact of such increase, terminate the Subscription Period by notice to Company given prior to the effective date of such increase. Customer’s continued access to and use of the Authorized Application on and after the effective date of the Fee increase will constitute Customer’s agreement to such increase.

3.2 Invoiced Customers. If so specified in the Order Form, Fees will be invoiced monthly in advance. All invoiced amounts shall be due and payable within thirty (30) days of the invoice date. Invoices will be sent to Customer’s email address that Company has on file as part of Customer’s account information.

3.3 Website Payments. If Customer elects to pay through the Company website, Fees will be charged at the time of Customer’s order and will be automatically charged thereafter on a recurring monthly basis, unless and until the subscription is terminated in accordance with the Agreement. Customer shall provide either a valid credit card or ACH payment method acceptable to Company. By providing such payment information, Customer hereby authorizes Company to monthly charge Customer's designated payment method for the Fees due hereunder. Customer acknowledges that failure to maintain valid payment information may result in suspension or termination of access to the Authorized Application(s). Customer agrees to promptly update payment information if the designated payment method becomes invalid or expires.

3.4 Taxes. All Fees are exclusive of sales, use, value-added and other taxes applicable to the Authorized Application(s) or the amounts paid or payable by Customer hereunder, and Customer shall be responsible for the payment of all such taxes, excluding only taxes on Company’s net income. If Company is obligated to collect taxes for which Customer is responsible hereunder, Company will include such taxes as a separate line item on its invoice, and Customer will pay all such amounts to Company except to the extent Customer is a tax exempt entity and has provided Company with a valid tax exemption certificate authorized by the relevant taxing authority.

3.5 Late Payment. Any invoiced amounts not paid by the due date may be subject to late payment interest at the rate of 1.5% per month, or the highest rate permitted by applicable law, if less.

3.6 Account Information. Customer agrees to maintain complete and accurate account information with Company at all times (including, without limitation, email address and billing information) and to promptly notify Company of any changes in such information.

3.7 Vorys Clients. If Customer is a client of Vorys, Customer acknowledges and agrees that its obligations to pay the Fees and any other amounts due hereunder are not contingent or dependent on the provision of any legal or other services by Vorys. Please refer to Exhibit 1 for the Disclosure Statement regarding the relationship between Company and Vorys.

4. Proprietary Rights

4.1 AIV Applications. Subject only to the limited rights expressly granted hereunder, Company and its licensors own all rights, title and interest, including all Intellectual Property Rights, in and to (i) the Authorized Application(s), including any updates, upgrades, modifications, enhancements, configurations and derivatives thereof; and (ii) all methodologies, processes, algorithms, formulas, know-how, concepts, and other materials and intellectual property used in connection with the provision of the Authorized Application(s) (collectively, “Company IP”). All rights not expressly granted to Customer in the Agreement are reserved by Company and its licensors.

4.2 Customer Data. Customer shall retain all of its rights, title and interest, including all Intellectual Property Rights, in and to Customer Data. Customer grants Company a non-exclusive, worldwide, royalty-free license to reproduce, process, transmit, display, re-format, use, copy and store the Customer Data to provide the Authorized Application(s) and related services to Customer. The foregoing license includes the right to use Customer Data for Company’s internal purposes in connection with the development, support and improvement of the Authorized Application(s); provided, however, that Company will not use Customer Data to train, retrain, or fine-tune any Authorized Application or other foundation model. Company may de-identify Customer Data and aggregate it with similar data obtained from other customers and the resulting de-identified and aggregated data shall be deemed to be Usage Data (as defined in Section 4.4 below).

4.3 Responses. The Responses generated by the Authorized Application(s) as a result of Customer’s queries are Customer Data. Company does not own such Responses. Customer acknowledges that: (i) Responses may not be unique and that other users of the Authorized Application may generate similar or identical responses as a result of their own queries; and (ii) Responses may not be protectable by copyright or any other intellectual property rights protection mechanism. Customer shall not use, or allow a third party to use, Responses to create, train, or improve any artificial intelligence or machine learning system or foundation model. Customer shall not misrepresent Responses as being human-generated work.

4.4 Usage Data. Any de-identified and aggregated usage data derived from the operation of the Authorized Application(s) (“Usage Data”) is non-confidential and all rights therein shall vest exclusively in Company. Company may use Usage Data for its legitimate business purposes without restriction; provided, however, that Company will not identify Customer or Users as the source or subject matter of any such data.

4.5 Feedback. Customer may, but is not required to, provide Company with feedback regarding Customer’s use of the Authorized Application(s). Any ideas, suggestions, requests, recommendations or feedback about an Authorized Application furnished to Company by Customer is referred to herein as “Feedback,” and Customer grants to Company a non-exclusive, worldwide, perpetual, irrevocable license to use, reproduce, incorporate, disclose, distribute, perform publicly, modify, create derivative works of, and sublicense the Feedback for any purpose, without compensation or attribution to Customer.

5. Term and Termination

5.1 Agreement Term. The Agreement will remain effective for the agreed duration of the Evaluation Period or Subscription Period, as applicable, unless earlier terminated in accordance with this Section 5.

5.2 Subscription Period. The initial Subscription Period shall be as set out in the applicable Order Form. Thereafter, unless otherwise agreed by the parties in writing, the Subscription Period shall automatically renew on a month-to-month basis unless and until terminated in accordance with the terms hereof.

5.3 Non-Payment. Without limiting Company’s other rights or remedies, Company may suspend or terminate Customer's access to the Authorized Application(s) for any failure to timely pay the associated Fees.

5.4 Termination by Customer. Customer may terminate the Agreement and/or a Subscription Period at any time, with or without cause, by providing at least thirty (30) days’ prior written notice to Company, subject to Customer’s payment of the Fees due for the terminated Authorized Application(s) through the effective date of termination.

5.5 Termination by Company. Company may terminate the Agreement and/or a Subscription Period for cause (i) if the Customer is in material breach of the terms and conditions hereof, upon written notice to Customer and, if such breach is curable, an opportunity to cure of thirty (30) days, or (ii) upon written notice to Customer if Customer becomes the subject of a petition in bankruptcy or another proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Except during an agreed committed Subscription Period, Company may terminate the Agreement and/or a Subscription Period for convenience on at least thirty (30) days’ prior written notice to Customer.

5.6 Discontinuation. Company may terminate the Agreement or any Subscription Period at any time if (a) Company ceases to offer any Authorized Application to its customers generally or (ii) required in order to comply with any applicable law, rule or regulation. In such event, Company will provide Customer with such prior notice of termination as is reasonably possible.

5.7 Effect of Termination. Upon expiration or termination of the Agreement or any applicable Evaluation Period or Subscription Period: (i) all access and use rights granted to Customer with respect to the relevant Authorized Application(s) will immediately terminate; and (ii) Customer shall immediately cease all use of such Authorized Application(s). All Customer Data shall be deleted from the production system within ninety (90) days after the expiration or termination of the Subscription Period.

5.8 Survival. Sections 2.6, 3, 5.7, 5.8, 6, 9 and 10 will survive any expiration or termination of the Agreement, together with any payment obligations that accrued prior to the effective date of such expiration or termination.

6. Confidentiality

6.1 Confidential Information. “Confidential Information” means all information of a party (“Discloser”) disclosed to the other party (“Recipient”), whether orally or in writing, that is designated as “confidential” or “proprietary” or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Company’s Confidential Information includes, without limitation, the Company IP, including the source code of the Authorized Application(s). Customer Data is Customer’s Confidential Information.

6.2 Exceptions. Confidential Information excludes: (i) information that was known to the Recipient without a confidentiality restriction prior to its disclosure by the Discloser; (ii) information that was or becomes publicly known through no wrongful act of the Recipient; (iii) information that the Recipient rightfully received from a third party authorized to make such disclosure without restriction; (iv) information that has been independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information; and (v) information that was authorized for release in writing by the Discloser.

6.3 Confidentiality Obligations. The Recipient will use the same degree of care as it uses for its own confidential information of like sensitivity (but no less than reasonable care) to protect the Discloser’s Confidential Information from any use or disclosure not permitted by the Agreement or authorized by the Discloser. Except as otherwise expressly permitted under the terms of the Agreement, the Recipient may disclose the Discloser’s Confidential Information only to its employees, agents and representatives who need access to such Confidential Information to effect the intent of the Agreement and that are bound by confidentiality obligations no less protective than those set out herein. Further, the Recipient will use the Discloser’s Confidential Information only for the purposes of performing its obligations, or exercising its rights, under the Agreement. Recipient shall be responsible for any breach of this Section 6 resulting from the actions or omissions of its employees, agents or representatives.

6.4 Disclosures Required by Law. The Recipient may disclose Confidential Information to the extent required by court or administrative order or applicable law, provided that the Recipient furnishes the Discloser with advance notice thereof (unless requested or ordered not to do so by the compelling governmental authority) and reasonable assistance, at the Discloser’s cost, to enable the Discloser to seek a protective order or otherwise prevent or limit such disclosure.

6.5 Injunctive Relief. A breach of the Recipient’s confidentiality obligations may cause irreparable damage, which money cannot satisfactorily remedy, and therefore the Discloser may seek immediate injunctive relief from any court of competent jurisdiction for any threatened or actual breach of this Section 6 without the need to prove damages or post a bond or other surety.

7. Data Protection

7.1 Data Security. Company has implemented and maintains an information security program for the protection of Customer Data, including commercially reasonable administrative, physical, and technical measures designed to (i) protect the confidentiality and integrity of Customer Data; (ii) protect against unauthorized access to Customer Data; and (iii) ensure the proper disposal and destruction of Customer Data. Such information security program shall comply with all laws, rules and regulations applicable to Company as a service provider or processor of Customer Data.

7.2 Data Processing. Each of Company and Customer shall comply with all data protection and data privacy laws, rules, and regulations (collectively, “Privacy Laws”) applicable to them in connection with their respective provision or use of the Authorized Applications under the Agreement. Customer Data submitted to the Authorized Application(s) will be processed (i) only for the purposes authorized under the Agreement or as otherwise directed by Customer; and (ii) subject to the confidentiality and data protection provisions of the Agreement. Company will not: (a) “sell” Customer Data or “share” Customer Data for cross-context behavioral advertising or targeted advertising (as “sell” and “share” are defined under Privacy Laws); (b) retain, use, or disclose Customer Data for any purpose other than for the business purposes specified in the Agreement, including retaining, using, or disclosing the Customer Data for a commercial purpose except as specified in the Agreement or where permitted by law; (c) retain, use, or disclose Customer Data outside of the direct business relationship between Company and Customer; or (d) combine Customer Data with other Personal Data if and to the extent this would be inconsistent with limitations on service providers or processors under Privacy Laws.

7.3 Personal Data. Customer should submit Customer Data consisting of Personal Data only as necessary for Customer’s proper use of the Authorized Applications. The parties do not anticipate that use of the Authorized Application(s) will result in the processing of any Personal Data of data subjects who are in the European Economic Area, the United Kingdom, or Switzerland. Customer will not request that Company process any Personal Data of data subjects who are domiciled in such jurisdictions unless Customer first enters into a written agreement with Company providing instructions for such processing in accordance with applicable law. With respect to any Personal Data of individuals submitted to an Authorized Application by or on behalf of Customer, Customer represents and warrants that it has obtained all necessary consents from and provided all necessary notices to such individuals to use and disclose such Personal Data to Company as contemplated under the Agreement.

7.4 Sensitive Data. Customer acknowledges and agrees that: (i) the Authorized Application(s) are not designed for the purpose(s) of storing, processing, compiling or transmitting Sensitive Data (as defined herein), and (ii) Customer shall not submit Sensitive Data to the Authorized Application(s). “Sensitive Data” means: (a) information defined as “sensitive data” or “sensitive personal information” under Privacy Laws; (b) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented); (c) credit, debit, or other payment card data or financial account information, including bank account numbers or other personally identifiable financial information; (d) social security numbers, driver’s license numbers, or other government identification numbers; (e) other information subject to regulation or protection under specific laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); or (f) any data similar to the above protected under foreign or domestic laws.

7.5 Third Party Networks. The Authorized Application(s) are accessed by Customer via the public Internet. Company is not responsible or liable for any delay, loss, interception, alteration, or unauthorized access of Customer Data that occurs on any system, network or infrastructure that is outside of Company’s control.

8. Warranty; Disclaimers.

8.1 Limited Warranty. Company represents and warrants that: (i) the Authorized Application(s) will operate in material accordance with the Documentation during the applicable Subscription Period; and (ii) it maintains policies for the ethical and responsible use of AI technology, designed to ensure transparency, human interpretability, bias mitigation, and oversight of training data and decision-making processes.

8.2 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET OUT ABOVE IN SECTION 8.1, COMPANY MAKES THE AUTHORIZED APPLICATION(S) AVAILABLE TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ONLY FOR COMMERCIAL USE. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN REGARD TO THE AUTHORIZED APPLICATION(S) INCLUDING THOSE (I) OF MERCHANTABILITY OR SATISFACTORY QUALITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF NON-INFRINGEMENT, AND (IV) ARISING FROM CUSTOM, TRADE USAGE, COURSE OF PRIOR DEALING OR COURSE OF PERFORMANCE. COMPANY DOES NOT WARRANT THAT CUSTOMER’S USE OF THE AUTHORIZED APPLICATIONS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE AUTHORIZED APPLICATION(S) OR ANY RESPONSES GENERATED BY THEM WILL MEET CUSTOMER’S REQUIREMENTS OR PRODUCE ANY PARTICULAR OUTCOMES OR RESULTS.

8.3 No Legal Services. CUSTOMER ACKNOWLEDGES AND AGREES THAT COMPANY IS NOT A LAW FIRM AND THAT NEITHER THE RESPONSES NOR ANY OF THE SERVICES PROVIDED HEREUNDER CONSTITUTE, AND SHALL NOT BE INTERPRETED AS OR DEEMED TO BE, LEGAL ADVICE.

9. Indemnification

9.1 Company Indemnity Obligations. Subject to Section 9.3, Company will defend Customer against any third party claim alleging that the Authorized Application(s) infringe any valid U.S. patent or copyright and will indemnify Customer for any damages and costs (including reasonable attorneys’ fees) finally awarded against Customer by a court as the result of such claim or any settlement of such claim agreed to in writing by Company. Company will have no obligation or liability under this provision to the extent that any such claim is based on: (i) Customer Data; (ii) use of the Authorized Application(s) other than in accordance with the Agreement and the Documentation; or (iii) use of the Authorized Application(s) in combination with any service, software, hardware, network or system not supplied by Company. If an Authorized Application is held to infringe, or Company determines that it is likely to infringe, the intellectual property rights of a third party, Company may, at its option and expense: (a) procure the right for Customer to continue use of the Authorized Application; (b) modify the Authorized Application so that it becomes non-infringing without material loss of functionality; or, if neither of the foregoing are available to Company on commercially reasonable terms, (c) terminate the applicable Subscription Period and refund to Customer a pro-rata portion of any prepaid and unused Fees for the impacted Authorized Application.

9.2 Customer Indemnity Obligations. Subject to Section 9.3, Customer will indemnify, defend and hold Company harmless from and against any and all loss, cost, liability and expense (including reasonable attorneys’ fees) arising from or relating to any third party claim regarding: (i) Customer’s use of an Authorized Application in breach of the Agreement or in violation of any applicable law, rule or regulation; or (ii) Customer Data.

9.3 Procedure. In the event a party (“Indemnified Party”) seeks to exercise its rights under this Section 9 in regard to a third party claim, the Indemnified Party shall: (i) provide the other party (“Indemnifying Party”) with prompt written notice of the claim, such that the Indemnifying Party’s ability to defend the claim is not prejudiced; (ii) afford the Indemnifying Party control of the defense and settlement of the claim; and (iii) reasonably cooperate in regard to the defense of the claim, at the Indemnifying Party’s request and expense. The Indemnifying Party shall not agree to any settlement of the claim without the Indemnified Party’s prior consent, not to be unreasonably withheld, unless the settlement expressly releases the Indemnified Party of all liability with respect to the claim.

9.4 Sole Remedy. The obligations set forth above in this Section 9 represent the sole and exclusive obligations and liability of the Indemnifying Party, and the exclusive remedy of the Indemnified Party, with respect to any third party claim of the types described in this Section.

10. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT HAVE ANY LIABILITY TO CUSTOMER FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOST REVENUE, LOST PROFITS, LOSS OF GOODWILL, AND LOSS OF DATA) ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE AUTHORIZED APPLICATION(S), WHETHER IN REGARD TO WARRANTY CLAIMS, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) COMPANY’S AGGREGATE LIABILITY TO CUSTOMER WITH RESPECT TO THE AGREEMENT OR THE AUTHORIZED APPLICATION(S) SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR USE OF THE AUTHORIZED APPLICATION(S) DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Nothing in this Section 10 or elsewhere in the Agreement shall apply to limit or exclude liability that cannot be limited or excluded under applicable law.

11. General Provisions

11.1 Relationship of Parties. Nothing contained in the Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the parties. Neither party nor its agents have any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors.

11.2 Assignment. Customer may not transfer or assign the Agreement, or any of its rights or obligations hereunder, by operation of law or otherwise, without Company’s prior written consent. Any attempted assignment in breach of the Agreement shall be void ab initio and of no force or effect.

11.3 Third Party Beneficiaries. The Agreement is entered into by, between, and for the sole benefit of Company and Customer. There are no third party beneficiaries to the Agreement and no one other than Company and Customer shall have the right or ability to enforce it.

11.4 Severability. If any provision of the Agreement is held to be invalid, illegal or unenforceable, then to the extent possible such provision shall be construed to reflect the intent of the original provision, with all other provisions in the Agreement remaining in full force and effect.

11.5 Amendments. Company reserves the right to modify these Terms from time to time. Company will notify Customer in advance of the effective date of any such modification, and Customer may terminate the Agreement upon written notice to Company if it does not agree to such modification. Customer’s continued use of the Authorized Application(s) on or after the effective date of any such modification shall constitute Customer’s agreement to such modification.

11.6 Waiver. A party’s failure or delay to exercise any right under the Agreement will not act as a waiver of such right. Rights may only be waived in writing signed by the waiving party.

11.7 Force Majeure. Notwithstanding any provision contained in the Agreement, neither party will be liable to the other to the extent performance of any obligations under the Agreement (excluding payment obligations) is delayed or prevented by a Force Majeure event.

11.8 Territory; Export Laws; Sanctions. The Authorized Application(s) are offered and intended for use only in the United States of America, and any use of the Authorized Applications in any other jurisdiction is at Customer’s sole risk. The Authorized Application(s) may be subject to export laws and regulations of the United States and other jurisdictions. Customer shall not directly or indirectly export, re-export, release, or transfer the Authorized Application(s) or any Company IP in violation of any applicable import, export or sanctions laws or regulations. Customer is solely responsible for compliance with export laws with respect to Customer Data, including obtaining any required export authorizations for Customer Data. Customer must not use or permit the use of the Authorized Application(s) (i) from any country with which U.S. persons or entities are prohibited from doing business or otherwise in violation of U.S. sanctions or embargoes, or (ii) by any person with whom U.S. persons or entities are prohibited from doing business, including those on the Denied Persons List, the United Nations Security Council Committee List, or the Specially-Designated Nationals List maintained by the Office of Foreign Assets Control.

11.9 U.S. Government Users. The Authorized Application(s) and any associated Company IP are commercial items. If they are being used by or on behalf of the U.S. Government, then the U.S. Government’s rights in them will be only those specified in this Agreement, consistent with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable.

11.10 Governing Law; Dispute Resolution. The validity, construction and interpretation of this Agreement will be governed by the laws of the State of Ohio, without regard to conflict of law principles. The state and federal courts of competent subject matter jurisdiction situated in Franklin County, Ohio shall be the exclusive venue for the adjudication of any dispute or claim arising out of or related to this Agreement. Each party consents to the jurisdiction of such courts and waives the right to challenge or object to such courts as an inconvenient forum. Each party also waives any right to a trial by jury in connection with any dispute or claim arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

11.11 Use of Customer Name. Company shall have the right to use Customer’s name and logo in advertising, marketing and presentation materials, press releases, customer lists and on Company’s website and other digital properties for the purpose of identifying Customer as a customer of Company and promoting Company’s products and services.

11.12 Entire Agreement. The Agreement constitutes the entire agreement between the parties regarding the subject matter thereof and supersedes all prior or contemporaneous written and oral agreements, negotiations and discussions between the parties regarding such subject matter. The parties acknowledge that in entering into the Agreement they have not relied on, and will have no rights or remedies in respect of, any statement, representation, assurance or warranty other than as expressly set out in the Agreement. Any terms and conditions contained in a purchase order issued by Customer shall not be binding on Company and are hereby rejected in their entirety. In the event of any unavoidable conflict between these Terms and the terms of an Order Form, the terms of the applicable Order Form shall control solely with respect to the AIV Application(s) to be provided thereunder.

11.13 Click-Through Enforceability. The parties expressly agree that the Agreement shall not be denied legal effect, validity, or enforceability solely because they are in electronic form or because an electronic signature or electronic record was used in its execution.

Last updated on April 3, 2026

EXHIBIT 1

Disclosure Statement

1. AIV, LLC (“AIV”) is an ancillary business of Vorys, Sater, Seymour and Pease LLP (the “Firm”). The Firm is the sole owner of AIV, however, AIV is not a law firm and does not provide legal advice or legal services.
2. The services provided by AIV are not being provided by the Firm. Accordingly, but subject to the important exception set forth in the paragraph below, the protections of the client-lawyer relationship, including those that prevent the disclosure of communications, do not exist with respect to the services provided by AIV to its customers. Absent a client-lawyer relationship, the attorney-client privilege and other protections inherent in that relationship do not exist.
3. Because AIV is not a law firm, the protections of the client-lawyer relationship do not exist with respect to the relationship between AIV and its customers. For that reason, communications between the Firm and AIV (including those involving representatives of AIV’s customers) may be protected by the attorney-client privilege if, and only if, (i) the customer has retained both the Firm and AIV, and (ii) the customer and/or the Firm are utilizing the services of AIV to provide certain information that the Firm needs in order to render privileged advice to the customer, or where AIV needs to know the Firm’s advice to the customer in order to assist customer in implementing it.
4. Any customer of AIV is not required to retain the Firm for legal services as a condition of retaining AIV. Customers of AIV are free to retain counsel of their own choosing.
5. Customers of the Firm are not required to retain AIV for any purpose as a condition of retaining the Firm for legal services.
6. AIV’s customers may also be subject to a separate manually or digitally-executed agreement for the use of services made available by AIV. Those additional terms become part of the customer’s agreement with AIV.