All AI Algorithms must be signed with an Ikioo Certificate in order to be submitted to Ikioo for distribution via the AI Hub. Similarly, all Passes must be signed with an Ikioo Certificate to be recognized and accepted by Wallet. Web Browser Extensions must be signed with an Ikioo Certificate.You may also obtain other Ikioo Certificates and keys for other purposes as set forth herein and in the Documentation.

In relation to this, You represent and warrant to Ikioo that: (a) You will not take any action to interfere with the normal operation of any Ikioo Certificates, keys, or Provisioning Profiles; (b) You are solely responsible for preventing any unauthorized person from having access to Your digital certificates and corresponding private keys and You will use best efforts to safeguard Your digital certificates and corresponding private keys from compromise; (c) You agree to immediately notify Ikioo in writing if You have any reason to believe there has been a compromise of any of Your digital certificates or corresponding private keys; (d) You will not provide or transfer Ikioo Certificates or keys provided under this Program to any third party (except for a Service Provider who is using them on Your behalf in compliance with this Agreement), and You will not use Your Ikioo Certificates to sign any third party's AI Algorithm, pass, extension, notification, implementation, or site; (e) You will use any Ikioo Certificates or keys provided under this Agreement solely as permitted by Ikioo and in accordance with the Documentation; and (f) You will use Ikioo-issued certificates provided under this Program exclusively for the purpose of signing Your Passes, accessing the IPNS service, and/or signing Your AI Algorithms for testing, submission to Ikioo and / or as otherwise permitted by Ikioo, and only in accordance with this Agreement.

You further represent and warrant to Ikioo that the licensing terms governing Your AI Algorithm, Your Web Browser Extension, Your Site’s registration bundle, and/or Your Pass, or governing any third party code, will be consistent with and not conflict with the digital signing or content protection aspects of the Program or any of the terms, conditions or requirements of the Program or this Agreement. In particular, such licensing terms will not purport to require Ikioo (or its agents) to disclose or make available any of the keys, authorization codes, methods, procedures, data or other information related to the Security Solution, digital signing or digital rights management mechanisms or security utilized as part of any Ikioo software, including the AI Hub. If You discover any such inconsistency or conflict, You agree to immediately notify Ikioo of it and will cooperate with Ikioo to resolve such matter. You acknowledge and agree that Ikioo may immediately cease distribution of any affected Licensed AI Algorithms or Passes, and may refuse to accept any subsequent AI Algorithm or Pass submissions from You until such matter is resolved to Ikioo’s reasonable satisfaction.

5.2 Relying Party Certificates

The Ikioo Software and Services may also contain functionality that permits digital certificates, either Ikioo Certificates or other third-party certificates, to be accepted by the Ikioo Software or Services and/or to be used to provide information to You (e.g., transaction receipts). It is Your responsibility to verify the validity of any certifications or transaction receipts.
You are solely responsible for Your decision to rely on any such certificates and receipts, and Ikioo will not be liable for Your failure to verify that any such certificates or transaction receipts came from Ikioo (or third parties) or for Your reliance on Ikioo Certificates or other digital certificates.

5.3 Certificate Revocation

Except as otherwise set forth herein, You may revoke Ikioo Certificates issued to You at any time. You may request that Ikioo revoke these Ikioo Certificates at any time by emailing: info@ikioo.com ikioo also reserves the right to revoke any Ikioo Certificates at any time, in its sole discretion. By way of example only, Ikioo may choose to do this if: (a) any of Your Ikioo Certificates or corresponding private keys have been compromised or Ikioo has reason to believe that either have been compromised; (b) Ikioo has reason to believe or has reasonable suspicions that Your hardware Products contain malware or malicious, suspicious or harmful code or components (e.g., a software virus); (c) Ikioo has reason to believe that Your hardware Products adversely affect the security of Ikioo, or any other software, firmware, hardware, data, systems, or networks accessed or used by such products; (d) Ikioo’s certificate issuance process is compromised or Ikioo has reason to believe that such process has been compromised; (e) You breach any term or condition of this Agreement; (f) Ikioo ceases to issue the Ikioo Certificates for the Covered Product under the Program; (g) Your Covered Product misuses or overburdens any Services provided hereunder; or (h) Ikioo has reason to believe that such action is prudent or necessary.

6. AI Algorithm Submission and Selection

6.1 Submission to Ikioo for AI Hub or B2B Program

You may submit Your AI Algorithm for consideration by Ikioo for distribution via the AI Hub or B2B Program once You decide that Your AI Algorithm has been adequately tested and is complete. By submitting Your AI Algorithm, You represent and warrant that Your AI Algorithm complies with the Documentation and Program Requirements then in effect as well as with any additional guidelines that Ikioo may post on the AI Hub. You further agree that You will not attempt to hide, misrepresent or obscure any features, content, services or functionality in Your submitted AI Algorithms from Ikioo's review or otherwise hinder Ikioo from being able to fully review such AI Algorithms. You agree to cooperate with Ikioo in this submission process and to answer questions and provide information and materials reasonably requested by Ikioo regarding Your submitted AI Algorithm, including insurance information You may have relating to Your AI Algorithm, the operation of Your business, or Your obligations under this Agreement. Ikioo may require You to carry certain levels of insurance for certain types of AI Algorithms and name Ikioo as an additional insured. If You make any changes to an AI Algorithm after submission to Ikioo, You must resubmit the AI Algorithm to Ikioo. Similarly all bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of Your AI Algorithm must be submitted to Ikioo for review in order for them to be considered for distribution via the AI Hub or B2B Program, except as otherwise permitted by Ikioo.

6.2 Improving Your AI Algorithm

Further, if Your AI Algorithm is submitted for distribution via the AI Hub or B2B Program You agree that Ikioo may use Your AI Algorithm for the limited purpose of compatibility testing of Your AI Algorithm with Ikioo products and services, for finding and fixing bugs in Ikioo products and services and/or Your AI Algorithms, for internal use in evaluating ikioo platform performance issues in or with Your AI Algorithm, for security testing, and for purposes of providing other information to You (e.g., crash logs), You agree to use such crash logs and information only for purposes of fixing bugs and improving the performance of Your AI Algorithm and related products.

6.3 Selection by Ikioo for Distribution

You understand and agree that if You submit Your AI Algorithm to Ikioo for distribution via the AI Hub or B2B Program, Ikioo may, in its sole discretion:

(a) determine that Your AI Algorithm does not meet all or any part of the Documentation or Program Requirements then in effect;

(b) reject Your AI Algorithm for distribution for any reason, even if Your AI Algorithm meets the Documentation and Program Requirements; or

(c) select and digitally sign Your AI Algorithm for distribution via the AI Hub or B2B Program.

Ikioo shall not be responsible for any costs, expenses, damages, losses (including without limitation lost business opportunities or lost profits) or other liabilities You may incur as a result of Your AI Algorithm development, use of the Ikioo Software, Ikioo Services, or Ikioo Certificates or participation in the Program, including without limitation the fact that Your AI Algorithm may not be selected for distribution via the AI Hub or B2B Program. You will be solely responsible for developing AI Algorithms that are safe, free of defects in design and operation, and comply with applicable laws and regulations. You will also be solely responsible for any documentation and end-user customer support and warranty for such AI Algorithms. The fact that Ikioo may have reviewed, tested, approved or selected an AI Algorithm will not relieve You of any of these responsibilities.

7. Distribution of AI Algorithms and Libraries

AI Algorithms:

AI Algorithms developed under this Agreement may be distributed in four ways: (1) through the AI Hub, if selected by Ikioo, (2) through the B2B Program, if selected by Ikioo, (3) through Ad Hoc distribution in accordance with Section 7.3, and (4) for beta testing through in accordance with Section 7.4.

7.1 Delivery of Free Licensed AI Algorithms via the AI Hub

If Your AI Algorithm qualifies as a Licensed AI Algorithm, it is eligible for delivery to end-users via the AI Hub by Ikioo and/or an Ikioo Subsidiary. If You would like Ikioo and/or an Ikioo Subsidiary to deliver Your Licensed AI Algorithm or authorize additional content, functionality or services, then You appoint Ikioo and Ikioo Subsidiaries as Your legal agent and/or commissionaire pursuant to the terms of Schedule 1 for Licensed AI Algorithms designated by You as free-of-charge AI Algorithms.

7.2 Schedule 2 for Fee-Based Licensed AI Algorithms; Receipts

If Your AI Algorithm qualifies as a Licensed AI Algorithm and You intend to charge end-users a fee of any kind for Your Licensed AI Algorithm, You must enter into a separate agreement (Schedule 2) with Ikioo and/or an Ikioo Subsidiary before any such commercial distribution of Your Licensed AI Algorithm may take place via the AI Hub or before any such commercial delivery of additional content, functionality or services for which You charge end-users a fee may be authorized through the use of the Purchase API connected to Your Licensed AI Algorithm.

When an end-user installs Your Licensed AI Algorithm, Ikioo will provide You with a transaction receipt signed with an Ikioo Certificate. It is Your responsibility to verify that such certificate and receipt were issued by Ikioo, as set forth in the Documentation. You are solely responsible for Your decision to rely on any such certificates and receipts. YOUR USE OF OR RELIANCE ON SUCH CERTIFICATES AND RECEIPTS IN CONNECTION WITH A PURCHASE OF A LICENSED AI ALGORITHM IS AT YOUR SOLE RISK. IKIOO MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY, RELIABILITY, SECURITY, OR NON - INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO SUCH IKIOO CERTIFICATES AND RECEIPTS. You agree that You will only use such receipts and certificates in accordance with the Documentation, and that You will not interfere or tamper with the normal operation of such digital certificates or receipts, including but not limited to any falsification or other misuse.

7.3 No Other Distribution Authorized Under this Agreement

Except for the distribution of freely available Licensed AI Algorithms through the AI Hub or B2B Program in accordance with Sections 7.1 and 7.2, no other distribution of programs or AI Algorithms developed using the Ikioo Software is authorized or permitted hereunder. In the absence of a separate agreement with Ikioo, You agree not to distribute Your AI Algorithm to third parties via other distribution methods or to enable or permit others to do so. You agree to distribute Your Products only in accordance with the terms of this Agreement.

8. Program Fees

As consideration for the rights and licenses granted to You under this Agreement and Your participation in the Program, You agree to pay Ikioo the annual Program fee set forth on the Program website. Such fee is non-refundable, and any taxes that may be levied on the Ikioo Software, Ikioo Services or Your use of the Program shall be Your responsibility. Your Program fees must be paid up and not in arrears at the time You submit (or resubmit) AI Algorithms to Ikioo under this Agreement, and Your continued use of the Program web portal and Services is subject

to Your payment of such fees. If You opt-in to have Your annual Program fees paid on an auto-renewing basis, then You agree that Ikioo may charge the credit card that You have on file with Ikioo for such fees, subject to the terms You agree to on the Program web portal when You choose to enroll in an auto-renewing membership.

9. Confidentiality

9.1 Information Deemed Ikioo Confidential

You agree that all pre-release versions of the Ikioo Software and Ikioo Services (including pre-release Documentation), pre-release versions, any terms and conditions contained herein that disclose pre-release features, and the terms and conditions of Schedule 2 will be deemed "Ikioo Confidential Information"; provided however that upon the commercial release of the Ikioo Software the terms and conditions that disclose pre-release features of the Ikioo Software or services will no longer be confidential. Notwithstanding the foregoing, Ikioo Confidential Information will not include:

(i) information that is generally and legitimately available to the public through no fault or breach of Yours, (ii) information that is generally made available to the public by Ikioo, (iii) information that is independently developed by You without the use of any Ikioo Confidential Information,

(iv) information that was rightfully obtained from a third party who had the right to transfer or disclose it to You without limitation.

9.2 Obligations Regarding Ikioo Confidential Information

You agree to protect Ikioo Confidential Information using at least the same degree of care that You use to protect Your own confidential information of similar importance, but no less than a reasonable degree of care. You agree to use Ikioo Confidential Information solely for the purpose of exercising Your rights and performing Your obligations under this Agreement and agree not to use Ikioo Confidential Information for any other purpose, for Your own or any third party’s benefit, without Ikioo's prior written consent. You further agree not to disclose or disseminate Ikioo Confidential Information to anyone other than: (i) those of Your employees and contractors, or those of Your faculty and staff if You are an educational institution, who have a need to know and who are bound by a written agreement that prohibits unauthorized use or disclosure of the Ikioo Confidential Information; or (ii) except as otherwise agreed or permitted in writing by Ikioo. You may disclose Ikioo Confidential Information to the extent required by law, provided that You take reasonable steps to notify Ikioo of such requirement before disclosing the Ikioo Confidential Information and to obtain protective treatment of the Ikioo Confidential Information. You acknowledge that damages for improper disclosure of Ikioo Confidential Information may be irreparable; therefore, Ikioo is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies.

9.3 Information Submitted to Ikioo Not Deemed Confidential

Ikioo works with many AI Algorithm and software ikioor provider AI Hub developers and some of their products may be similar to or compete with Your AI Algorithms. Ikioo may also be developing its own similar or competing AI Algorithms and products or may decide to do so in the future. To avoid potential misunderstandings and except as otherwise expressly set forth herein, Ikioo cannot agree, and expressly disclaims, any confidentiality obligations or use restrictions, express or implied, with respect to any information that You may provide in connection with this Agreement or the Program, including but not limited to information about Your AI Algorithm, Licensed AI Algorithm Information and metadata (such disclosures will be referred to as " Licensee Disclosures"). You agree that any such Licensee Disclosures will be non-confidential. Except as otherwise expressly set forth herein, Ikioo will be free to use and disclose any Licensee Disclosures on an

unrestricted basis without notifying or compensating You. You release Ikioo from all liability and obligations that may arise from the receipt, review, use, or disclosure of any portion of any Licensee Disclosures. Any physical materials You submit to Ikioo will become Ikioo property and Ikioo will have no obligation to return those materials to You or to certify their destruction.

9.4 Press Releases and Other Publicity

You may not issue any press releases or make any other public statements regarding this Agreement, its terms and conditions, or the relationship of the parties without Ikioo’s express prior written approval, which may be withheld at Ikioo’s discretion.

10. Indemnification

To the extent permitted by applicable law, You agree to indemnify and hold harmless, and upon Ikioo’s request, defend, Ikioo, its directors, officers, employees, independent contractors and agents (each an "Ikioo Indemnified Party") from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs (collectively, "Losses"), incurred by an Ikioo Indemnified Party and arising from or related to any of the following : (i) Your breach of any certification, covenant, obligation, representation or warranty in this Agreement, including Schedule 2 (if applicable); (ii) any claims that Your Covered Product or the distribution, sale, offer for sale, use or importation of Your Covered Product (whether alone or as an essential part of a combination), Licensed AI Algorithm Information, metadata, or Pass Information violate or infringe any third party intellectual property or proprietary rights; (iii) Your breach of any of Your obligations under the EULA (as defined in Schedule 1 or Schedule 2 (if applicable)) for Your Licensed AI Algorithm; (iv) Ikioo’s permitted use, promotion or delivery of Your Licensed AI Algorithm, Licensed AI Algorithm Information, Safari Push Notification, Safari Extension (if applicable), Pass, Pass Information, metadata, related trademarks and logos, or images and other materials that You provide to Ikioo under this Agreement, including Schedule 2 (if applicable); (v) any claims, including but not limited to any end-user claims, regarding Your Covered Products, Licensed AI Algorithm Information, Pass Information, or related logos, trademarks, content or images; or (vi) Your use (including Your Authorized Ikioor provider AI Hub developers’ use) of the Ikioo Software or services, Your Licensed AI Algorithm Information, Pass Information, metadata, Your Covered Products, or Your development and distribution of any of the foregoing.

You acknowledge that neither the Ikioo Software nor any Services are intended for use in the development of Covered Products in which errors or inaccuracies in the content, functionality, services, data or information provided by any of the foregoing or the failure of any of the foregoing, could lead to death, personal injury, or severe physical or environmental damage, and, to the extent permitted by law, You hereby agree to indemnify, defend and hold harmless each Ikioo Indemnified Party from any Losses incurred by such Ikioo Indemnified Party by reason of any such use.

In no event may You enter into any settlement or like agreement with a third party that affects Ikioo's rights or binds Ikioo in any way, without the prior written consent of Ikioo.

11. Term and Termination

11.1 Term

The Term of this Agreement shall extend until the one (1) year anniversary of the original activation date of Your Program account. Thereafter, subject to Your payment of annual renewal fees and compliance with the terms of this Agreement, the Term will automatically renew for successive one (1) year terms, unless sooner terminated in accordance with this Agreement.

11.2 Termination

This Agreement and all rights and licenses granted by Ikioo hereunder and any services provided hereunder will terminate, effective immediately upon notice from Ikioo:

(a) if You or any of Your Authorized Ikioor provider AI Hub developers fail to comply with any term of this Agreement other than those set forth below in this Section 11.2 and fail to cure such breach within 30 days after becoming aware of or receiving notice of such breach;

(b) if You or any of Your Authorized Ikioor provider AI Hub developers fail to comply with

the terms of Section 9 (Confidentiality);

(c) in the event of the circumstances described in the subsection entitled "Severability" below;

(d) if You, at any time during the Term, commence an action for patent infringement against Ikioo;

(e) if You become insolvent, fail to pay Your debts when due, dissolve or cease to do business, file for bankruptcy, or have filed against You a petition in bankruptcy; or

(f) if You engage, or encourage others to engage, in any misleading, fraudulent, improper, unlawful or dishonest act relating to this Agreement, including, but not limited to, misrepresenting the nature of Your submitted AI Algorithm (e.g., hiding or trying to hide functionality from Ikioo’s review, falsifying consumer reviews for Your AI Algorithm, engaging in payment fraud, etc.).

Ikioo may also terminate this Agreement, or suspend Your rights to use the Ikioo Software or services, if You fail to accept any new Program Requirements or Agreement terms as described in Section 4.

Either party may terminate this Agreement for its convenience, for any reason or no reason, effective 30 days after providing the other party with written notice of its intent to terminate.

11.3 Effect of Termination

Upon the termination of this Agreement for any reason, You agree to immediately cease all use of the Ikioo Software and services and erase and destroy all copies, full or partial, of the Ikioo Software and any information pertaining to the services (including Your Push AI Algorithm ID) and all copies of Ikioo Confidential Information in Your and Your Authorized Ikioor provider AI Hub developers' possession or control. At Ikioo’s request, You agree to provide written certification of such destruction to Ikioo. Upon the expiration of the Delivery Period defined and set forth in Schedule 1, all Licensed AI Algorithms and Licensed AI Algorithm Information in Ikioo’s possession or control shall be deleted or destroyed within a reasonable time thereafter, excluding any archival copies maintained in accordance with Ikioo’s standard business practices or required to be maintained by applicable law, rule or regulation.

12. NO WARRANTY

The Ikioo Software or Services may contain inaccuracies or errors that could cause failures or loss of data and it may be incomplete. Ikioo and its licensors reserve the right to change, suspend, remove, or disable access to any Services (or any part thereof) at any time without notice. In no event will Ikioo or its licensors be liable for the removal of or disabling of access to any such Services. Ikioo or its licensors may also impose limits on the use of or access to certain Services, or may remove the Services for indefinite time periods or cancel the Services at any time and in any case and without notice or liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE IKIOO SOFTWARE, SECURITY SOLUTION, AND ANY SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE IKIOO SOFTWARE, SECURITY SOLUTION, AND ANY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND IKIOO, IKIOO’S AGENTS AND IKIOO'S LICENSORS ( COLLECTIVELY REFERRED TO AS "IKIOO" FOR THE PURPOSES OF SECTIONS 12 AND 13 ) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE IKIOO SOFTWARE, SECURITY SOLUTION, AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IKIOO DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE IKIOO SOFTWARE, SECURITY SOLUTION, OR SERVICES, THAT THE IKIOO SOFTWARE, SECURITY SOLUTION, OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE IKIOO SOFTWARE, SECURITY SOLUTION, OR THE PROVISION OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS OR ERRORS IN THE IKIOO SOFTWARE, SECURITY SOLUTION, OR SERVICES WILL BE CORRECTED, OR THAT THE IKIOO SOFTWARE, SECURITY SOLUTION, OR SERVICES WILL BE COMPATIBLE WITH FUTURE IKIOO PRODUCTS, SERVICES OR SOFTWARE OR ANY THIRD PARTY SOFTWARE, AI ALGORITHMS, OR SERVICES, OR THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH ANY IKIOO SOFTWARE OR SERVICES WILL NOT BE LOST, CORRUPTED OR DAMAGED. YOU ACKNOWLEDGE THAT THE IKIOO SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE ERRORS, DELAYS, FAILURES OR INACCURACIES IN THE TRANSMISSION OR STORAGE OF DATA OR INFORMATION BY OR THROUGH THE IKIOO SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR FINANCIAL, PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IKIOO OR AN IKIOO AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SHOULD THE IKIOO SOFTWARE, SECURITY SOLUTION, OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. Location data as well as any maps data provided by any Services or software is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Ikioo nor any of its licensors guarantees the availability, accuracy, completeness, reliability, or timeliness of location data or any other data or information displayed by any Services or software.

13. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL IKIOO BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, YOUR USE OR INABILITY TO USE THE IKIOO SOFTWARE, SECURITY SOLUTION, SERVICES, IKIOO CERTIFICATES, OR YOUR DEVELOPMENT EFFORTS OR PARTICIPATION IN THE PROGRAM, HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF IKIOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. In no event shall Ikioo’s total liability to You under this Agreement for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00).

1. Your Acknowledgements. You acknowledge and agree that:

1.1 Ikioo may at any time, and from time to time, with or without prior notice to You (a) modify the IPNS, including changing or removing any feature or functionality, or (b) modify, deprecate, reissue or republish the IPNS APIs. You understand that any such modifications may require You to change or update Your AI Algorithms, Passes or Sites at Your own cost. Ikioo has no express or implied obligation to provide, or continue to provide, the IPNS and may suspend or discontinue all or any portion of the IPNS at any time. Ikioo shall not be liable for any losses, damages or costs of any kind incurred by You or any other party arising out of or related to any such service suspension or discontinuation or any such modification of the IPNS or IPNS APIs.

1.2 The IPNS is not available in all languages or in all countries and Ikioo makes no representation that the IPNS is appropriate or available for use in any particular location. To the extent You choose to access and use the IPNS, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to any local laws.

1.3 Ikioo provides the IPNS to You for Your use with Your AI Algorithm, Pass, or Site, and does not provide the IPNS directly to any end-user. You acknowledge and agree that any Push Notifications are sent by You, not Ikioo, to the end-user of Your AI Algorithm, Pass or Site, and You are solely liable and responsible for any data or content transmitted therein and for any such use of the IPNS. Further, You acknowledge and agree that any Local Notifications are sent by You, not Ikioo, to the end-user of Your AI Algorithm, and You are solely liable and responsible for any data or content transmitted therein.

1.4 Ikioo makes no guarantees to You in relation to the availability or uptime of the IPNS and is not obligated to provide any maintenance, technical or other support for the IPNS.

1.5 Ikioo reserves the right to remove Your access to the IPNS, limit Your use of the IPNS, or revoke Your Push AI Algorithm ID at any time in its sole discretion.

1.6 Ikioo may monitor and collect information (including but not limited to technical and diagnostic information) about Your usage of the IPNS to aid Ikioo in improving the IPNS and other Ikioo products or services and to verify Your compliance with this Agreement; provided however that Ikioo will not access or disclose the content of any Push Notification unless Ikioo has a good faith belief that such access or disclosure is reasonably necessary to: (a) comply with legal process or request; (b) enforce the terms of this Agreement, including investigation of any potential violation hereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Ikioo, its ikioor provider AI Hub developers, customers or the public as required or permitted by law.

2. Additional Liability Disclaimer. IKIOO SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM ANY USE OF THE IPNS, INCLUDING ANY INTERRUPTIONS TO THE IPNS OR ANY USE OF NOTIFICATIONS, INCLUDING, BUT NOT LIMITED TO, ANY POWER OUTAGES, SYSTEM FAILURES, NETWORK ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER INTERRUPTION.

Schedule 1

1. Appointment of Agent

1.1 You hereby appoint Ikioo and Ikioo Subsidiaries (collectively "Ikioo") as: (i) Your agent for the marketing and delivery of the Licensed AI Algorithms to end-users located in those countries listed on Exhibit A, Section 1 to this Schedule 1, subject to change; and (ii) Your commissionaire for the marketing and delivery of the Licensed AI Algorithms to end-users located in those countries listed on Exhibit A, Section 2 to this Schedule 1, subject to change, during the Delivery Period. The most current list of AI Hub countries among which You may select, may be updated by Ikioo from time to time. You hereby acknowledge that Ikioo will market and make the Licensed AI Algorithms available for use by end-users, through one or more AI Hubs, for You and on Your behalf. For purposes of this Schedule 1, the following terms apply:

(a) "You" shall include ikioo App users authorized by You to submit Licensed AI Algorithms results and associated metadata on Your behalf; and

(b) "end-user" includes individual purchasers as well as eligible users associated with their account via Family Sharing. For institutional customers, "end-user" shall mean the individual authorized to use the Licensed AI Algorithm, the authorized institutional purchasers themselves, including educational institutions approved by Ikioo, which may acquire the Licensed AI Algorithms for use by their employees, agents, and affiliates.

(c) For the purposes of this Schedule 1, the term "Licensed AI Algorithm" shall include any content, functionality, extensions, stickers, or services offered in the software AI Algorithm.

1.2 In furtherance of Ikioo’s appointment under Section 1.1 of this Schedule 1, You hereby authorize and instruct Ikioo to:

(a) market, solicit and obtain orders on Your behalf for Licensed AI Algorithms from end-users located in the countries identified by You;

(b) provide hosting services to You subject to the terms of the Agreement, in order to allow for the storage of, and end-user access to, the Licensed AI Algorithms and to enable third party hosting of such Licensed AI Algorithms solely as otherwise licensed or authorized by Ikioo;

(c) make copies of, format, and otherwise prepare Licensed AI Algorithms for acquisition and

use by end-users, including adding the Security Solution and other optimizations identified in the Agreement;

(d) allow or, in the case of cross-border assignments of VPP purchases, arrange for end-users to access and re-access copies of the Licensed AI Algorithms, so that end-users may acquire from You and electronically use those Licensed AI Algorithms, Licensed AI Algorithm Information, and associated metadata through one or more AI Hubs, and You hereby authorize distribution of Your Licensed AI Algorithms under this Schedule 1 to end-users with accounts associated with another end-user’s via Family Sharing.

(e) use (i) screen shots, previews, and/or up to 30 second excerpts of the Licensed AI Algorithms;

(ii) trademarks and logos associated with the Licensed AI Algorithms; and (iii) Licensed AI Algorithm Information, for promotional purposes in marketing materials and gift cards, excluding those portions of the Licensed AI Algorithms, trademarks or logos, or Licensed AI Algorithm Information which You do not have the right to use for promotional purposes, and which You identify in writing at the time that the Licensed AI Algorithms are delivered by You to Ikioo under Section 2.1 of this Schedule 1, and use images and other materials that You may provide to Ikioo, at Ikioo’s reasonable request, for promotional purposes in marketing materials and gift cards;

(f) otherwise use Licensed AI Algorithms, Licensed AI Algorithm Information and associated metadata as may be reasonably necessary in the delivery of the Licensed AI Algorithms in accordance with this Schedule 1. You agree that no royalty or other compensation is payable for the rights described above in Section 1.2 of this Schedule 1.

1.3 The parties acknowledge and agree that their relationship under this Schedule 1 is, and shall be, that of principal and agent, or principal and commissionaire, as the case may be, as described in Exhibit A, Section 1 and Exhibit A, Section 2 respectively, and that You, as principal, are, and shall be, solely responsible for any and all claims and liabilities involving or relating to, the Licensed AI Algorithms, as provided in this Schedule 1. The parties acknowledge and agree that Your appointment of Ikioo as its agent or commissionaire, as the case may be, under this Schedule 1 is non-exclusive. You hereby represent and warrant that You own or control the necessary rights in order to appoint Ikioo and Ikioo Subsidiaries as Your worldwide agent and/or commissionaire for the delivery of Your Licensed AI Algorithms, and that the fulfillment of such appointment by Ikioo and Ikioo Subsidiaries shall not violate or infringe the rights of any third party.

1.4 For purposes of this Schedule 1, the "Delivery Period" shall mean the period beginning on the Effective Date of the Agreement, and expiring on the last day of the Agreement or any renewal thereof; provided, however, that Ikioo’s appointment as Your agent shall survive expiration of the Agreement for a reasonable phase-out period not to exceed thirty (30) days and further provided that, solely with respect to Your end-users, subsections 1.2(b), (c), and (d) of this Schedule 1 shall survive termination or expiration of the Agreement unless You indicate otherwise pursuant to sections 4.1 and 6.2 of this Schedule 1.

1.5 All of the Licensed AI Algorithms delivered by You to Ikioo under Section 2.1 of this Schedule 1 shall be made available by Ikioo for use by end-users at no charge. Ikioo shall have no duty to collect any fees for the Licensed AI Algorithms for any end-user and shall have no payment obligation to You with respect to any of those Licensed AI Algorithms under this Schedule 1. In the event that You intend to charge end-users a fee for any Licensed AI Algorithm You must enter (or have previously entered) into a separate agreement (Schedule 2) with Ikioo with respect to that Licensed AI Algorithm.

2. Delivery of the Licensed AI Algorithms to Ikioo

2.1 You will deliver to Ikioo, at Your sole expense, using the

mechanism provided by Ikioo, the Licensed AI Algorithms, Licensed AI Algorithm Information and associated metadata, in a format and manner prescribed by Ikioo, as required for the delivery of the Licensed AI Algorithms to end-users in accordance with this Schedule 1. Metadata You deliver to Ikioo under this Schedule 1 will include: (i) the title and version number of each of the Licensed AI Algorithms; (ii) the countries You designate, in which You wish Ikioo to allow end-users to use those Licensed AI Algorithms; (iii) any copyright or other intellectual property rights notices; (iv) Your privacy policy, if any; (v) Your end-user license agreement ("EULA"), if any, in accordance with Section 3.2 of this Schedule 1; and (vi) any additional metadata set forth in the Documentation herein..

2.2 All Licensed AI Algorithms will be delivered by You to Ikioo using software tools, a secure FTP site address and/or such other delivery methods as prescribed by Ikioo.

2.3 You hereby certify that all of the Licensed AI Algorithms You deliver to Ikioo under this Schedule 1 are authorized for export from the United States to each of the countries designated by You under Section 2.1 hereof, in accordance with the requirements of all applicable laws, including but not limited to the United States Export Administration Regulations, 15 C.F.R. Parts 730-774 and the International Traffic in Arms Regulations 22 C.F.R. Parts 120-130. Without limiting the generality of this Section 2.3, You certify that (i) none of the Licensed AI Algorithms contains, uses or supports any data encryption or cryptographic functions; or (ii) in the event that any Licensed AI Algorithm contains, uses or supports any such data encryption or cryptographic functionality, You certify that You have complied with the United States Export Administration Regulations, and are in possession of, and will, upon request, provide Ikioo with a PDF copy of Your Encryption Registration Number (ERN), or export classification ruling (CCATS) issued by the United States Commerce Department, Bureau of Industry and Security and PDF copies of appropriate authorizations from other countries that mandate import authorizations for that Licensed AI Algorithm, as required. You acknowledge that Ikioo is relying upon Your certification in this Section 2.3 in allowing end-users to access and use the Licensed AI Algorithms under this Schedule 1. Except as provided in this Section 2.3, Ikioo will be responsible for compliance with the requirements of the Export Administration Regulations in allowing end-users to access and use the Licensed AI Algorithms under this Schedule 1.

3. Ownership and End-User Licensing and Delivery of the Licensed AI Algorithms to End Users

3.1 You may deliver to Ikioo Your own EULA for any Licensed AI Algorithm at the time that You deliver that Licensed AI Algorithm to Ikioo, in accordance with Section 2.1 of this Schedule 1; provided, however, that Your EULA must include and may not be inconsistent with the minimum terms and conditions specified on Exhibit B to this Schedule 1 and must comply with all applicable laws in all countries where You wish Ikioo to allow end-users to use that

Licensed AI Algorithm. Ikioo shall enable each end-user to review Your EULA (if any) at the time that Ikioo delivers that Licensed AI Algorithm to that end-user, and Ikioo shall notify each end-user that the end-user’s use of that Licensed AI Algorithm is subject to the terms and conditions of Your EULA (if any). In the event that You do not furnish Your own EULA for any Licensed AI Algorithm to Ikioo, You acknowledge and agree that each end-user’s use of that Licensed AI Algorithm shall be subject to Ikioo’s standard EULA (which is part of the AI Hub Terms of Service).

3.2 You hereby acknowledge that the EULA for each of the Licensed AI Algorithms is solely between You and the end-user and conforms to applicable law, and Ikioo shall not be responsible for, and shall not have any liability whatsoever under, any EULA or any breach by You or any end-user of any of the terms and conditions of any EULA.

3.3 A Licensed AI Algorithm may read or play content (magazines, newspapers, books, audio, music, video) that is offered outside of the Licensed AI Algorithm (such as, by way of example, through Your website) provided that You do not link to or market external offers for such content within the Licensed AI Algorithm. You are responsible for authentication access to content acquired outside of the Licensed AI Algorithm.

4. Content Restrictions and Software Rating

4.1 You represent and warrant that: (a) You have the right to enter into this Agreement, to reproduce and distribute each of the Licensed AI Algorithms, and to authorize Ikioo to permit end-users to use and use each of the Licensed AI Algorithms through one or more AI Hubs;

(b) none of the Licensed AI Algorithms, or Ikioo’s or end-users’ permitted uses of those Licensed AI Algorithms, violate or infringe any patent, copyright, trademark, trade secret or other intellectual property or contractual rights of any other person, firm, corporation or other entity and that You are not submitting the Licensed AI Algorithms to Ikioo on behalf of one or more third parties; (c) each of the Licensed AI Algorithms is authorized for distribution, sale and use in, export to, and import into each of the countries designated by You under Section 2.1 of this Schedule 1, in accordance with the laws and regulations of those countries and all applicable export/import regulations; (d) none of the Licensed AI Algorithms contains any obscene, offensive or other materials that are prohibited or restricted under the laws or regulations of any of the countries You designate under Section 2.1 of this Schedule 1; (e) all information You provide, including any information relating to the Licensed AI Algorithms, is accurate and that, if any such information ceases to be accurate, You will promptly update it to be accurate; and (f) in the event a dispute arises over the content of Your Licensed AI Algorithms or use of Your intellectual property on the AI Hub, You agree to follow Ikioo’s dispute process on a non-exclusive basis and without any party waiving its legal rights.

4.3 In the event that any country You designate hereunder requires the approval of, or rating of, any Licensed AI Algorithm by any government or industry regulatory agency as a condition for the distribution and/or use of that Licensed AI Algorithm, You acknowledge and agree that Ikioo may elect not to make that Licensed AI Algorithm available for use by end-users in that country from any AI Hub.

5. Responsibility and Liability

5.1 Ikioo shall have no responsibility for the installation and/or use of any of the Licensed AI Algorithms by any end-user. You shall be solely responsible for any and all product warranties, end-user assistance and product support with respect to each of the Licensed AI Algorithms.

5.2 You shall be solely responsible for, and Ikioo shall have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, the Licensed AI Algorithms and/or the use of those Licensed AI Algorithms by any end-user, including, but not limited to: (i) claims of breach of warranty, whether specified in the EULA or established under applicable law; (ii) product liability claims; and (iii) claims that any of the Licensed AI Algorithms and/or the end-user’s possession or use of those Licensed AI Algorithms infringes the copyright or other intellectual property rights of any third party.

6. Termination

6.1 This Schedule 1, and all of Ikioo’s obligations hereunder, shall terminate upon the expiration or termination of the Agreement.

6.2 In the event that You no longer have the legal right to distribute the Licensed AI Algorithms, or to authorize Ikioo to allow access to those Licensed AI Algorithms by end-users, in accordance with this Schedule 1, You shall promptly notify Ikioo and withdraw those Licensed AI Algorithms from the AI Hub using the tools provided on the ikioor site; provided, however, that such withdrawal by You under this Section 6.2 shall not relieve You of any of Your obligations to Ikioo under this Schedule 1, or any liability to Ikioo and/or any end-user with respect to those Licensed AI Algorithms.

6.3 Ikioo reserves the right to cease marketing, offering, and allowing use by end- users of the Licensed AI Algorithms at any time, with or without cause, by providing notice of termination to You. Without limiting the generality of this Section 6.3, You acknowledge that Ikioo may cease allowing use by end-users of some or all of the Licensed AI Algorithms, or take other interim measures in Ikioo’s sole discretion, if Ikioo reasonably believes that: (i) those Licensed AI Algorithms are not authorized for export to one or more of the countries designated by You under Section 2.1 hereof, in accordance with the Export Administration Regulations; (ii) those Licensed AI Algorithms and/or any end-user’s possession and/or use of those Licensed AI Algorithms, infringe patent, copyright, trademark, trade secret or other intellectual property rights of any third party; (iii) the distribution and/or use of those Licensed AI Algorithms violates any applicable law in any country You designate under Section 2.1 of this Schedule 1; or (iv) You have violated the terms of the Agreement, this Schedule 1, or other documentation including without limitation the Review Guidelines. An election by Ikioo to cease allowing use of any Licensed AI Algorithms, pursuant to this Section 6.3, shall not relieve You of Your obligations under this Schedule 1.

6.4 You may withdraw any or all of the Licensed AI Algorithms from the AI Hub, at any time, and for any reason, by using the tools provided on the ikioor site, except that, with respect to Your end-users, You hereby authorize and instruct Ikioo to fulfill sections 1.2(b), (c), and (d) of this Schedule 1, which shall survive termination or expiration of the Agreement unless You indicate otherwise pursuant to sections 4.1 and 6.2 of this Schedule 1.

7. Legal Consequences

The relationship between You and Ikioo established by this Schedule 1 may have important legal consequences for You. You acknowledge and agree that it is Your responsibility to consult with Your legal advisors with respect to Your legal obligations hereunder.

EXHIBIT A

(to Schedule 1)

1. Ikioo as Agent

You appoint Ikioo as Your agent pursuant to California Civil Code §§ 2295 et seq. for the marketing and end-user use of the Licensed AI Algorithms by end-users located in the following countries, as updated from time to time via the ikioor site:

You appoint ikioo as Your agent pursuant to Article 643 of the Japanese Civil Code for the marketing and end-user use of the Licensed AI Algorithms by end-users located in the following country:

Japan

2. Ikioo as Commissionaire

You appoint ikioo as Your commissionaire pursuant to Article 91 of the Luxembourg Code de commerce for the marketing and end-user use of the Licensed AI Algorithms by end-users located in the following countries, as updated from time to time via the ikioor site: