End User License Agreement

STARSEER, INC.

WEBSITE TERMS OF SERVICE

Last Modified: September 26, 2025

This End User License Agreement(this “Agreement” or “EULA”) is a binding contract between you (“Customer,” “you,” or “your”) and Starseer, Inc. (“Provider,”“we,” “us,” or “our”). ThisAgreement governs your download, access to, and use of the Software (defined below).

THIS AGREEMENT BECOMES EFFECTIVE ON THE DATE THAT YOU EXECUTE AN ORDER OR OTHERWISE ACCESS OR USE THE SOFTWARE FOR THE FIRST TIME(the “Effective Date”). BY EXECUTING AN ORDER OR OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOUHAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU SHALL NOT (1) EXECUTE ANY ORDER AND (2) ACCESS OR USE THESOFTWARE, AND YOU SHALL REMOVE ANY DOWNLOADS OF THE SOFTWARE.

AI TRANSPARENCY. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO OR USE OF THE SOFTWARE INVOLVES YOUR INTERACTION WITH ARTIFICIAL INTELLIGENCE TECHNOLOGY, WHICH AUTONOMOUSLY OR PARTIALLY AUTONOMOUSLY PROCESSES DATA THROUGH AGENETIC ALGORITHM, A NEURAL NETWORK, MACHINE LEARNING, LARGE LANGUAGE MODELS, OR OTHER TECHNIQUES IN ORDER TO GENERATE CONTENT OR MAKE DECISIONS, RECOMMENDATIONS, OR PREDICTIONS FOR YOU.

1. Definitions. Capitalized terms used in this Agreement have the definition given to them below in this Section or elsewhere in this Agreement. If not defined, capitalized terms used in this Agreement have their plain English (U.S.) meaning.

(a) “AI System” means Provider’s proprietary technology, which is incorporated into the version of the Software thatCustomer downloads, accesses, and uses as specified in an Order (defined below), and which, autonomously or partly autonomously, processes data through the use of a genetic algorithm, machine learning, large language models, or other techniques in order to generate content or make decisions, recommendations, or predictions—including all Documentation and TrainingInstructions.

(b) “Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Software under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Software has been purchased under an Order.

(c) “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Software.

(d) “Documentation” means Provider’s user manuals, handbooks, and guides relating to the Software provided by Provider to Customer.

(e) “Intellectual Property Rights” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patents, moral rights, sui generis orother rights in data or databases, contract rights, and all applications andregistrations related thereto.

(f) “Inputs” means all information, data, materials, work, and other content that are uploaded, submitted, posted, transferred, transmitted, or otherwise received by the AI System from a source external to the AI System, including Customer Data and Training Data.

(g) “Outputs” means all information, data, product, content, and results generated by the AI System and Software.

(h) “Provider IP” means the Software, the Documentation, all intellectual property provided to Customer or any other Authorized User in connection with the foregoing, and all Intellectual Property Rights related thereto. For the avoidance of doubt, Provider IP includes AggregatedStatistics, Training Data, Training Instructions, and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Software.

(i) “Software” means the proprietary computer software programs, applications, and AI System provided by Provider to Customer under this Agreement, including all object code, source code (if applicable), executable files, libraries, modules, components, algorithms, anddata models, whether delivered electronically by download or otherwise, together with any updates, patches, bug fixes, enhancements, or new versionsthereof that Provider may provide to Customer during the term of thisAgreement.

(j) “Third-Party Products” means any products, content, Software, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through or interoperable with the Software.

(k) “Training Data” means the data and datasets that Provider, or its licensors, uses or provides in order to train or develop the AI System.

(l) “Training Instructions” means any and all documentation, methodologies, and training materials or instructions developed or used by Provider, or its licensors, for the purpose of training the AI System.

2. Orders. All Software are as specified in orders entered into by the parties referencing or attached to this Agreement (each, an “Order”). Provider will have no obligation or responsibility with respect to any Order until accepted by Provider. Once accepted by Provider, each Order will constitute a part of this Agreement. Only the terms of each Order accepted by Provider will constitute a part of this Agreement, and any terms contained in any other document that Customer may provide to Provider, including any other terms provided in connection with any Order, are void, of no force or effect, and will not be enforceable against or otherwise bind Provider. If there is a conflict between any Order and the terms contained in this EULA, the applicable terms contained in this EULA will control unless the Order expressly indicates that it is intended to supersede the applicable terms in this EULA.

3. Electronic Download and Delivery.

(a) Download Rights. Subject to and conditioned on your payment of Fees and compliance with all the terms and conditions of this Agreement(including the applicable Order), Provider hereby grants you and your Authorized Users a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to download the Software from Provider’s designated download portal or other electronic delivery method specified by Provider. You and your Authorized Users may download the Software only the number of times and for the number of licensed installations specified in the applicable Order.

(b) DownloadProcess. Customer acknowledges that the Software will be delivered electronically through download links, access credentials, or other electronic means provided by Provider. Customer is responsible for ensuring that its systems meet the minimum technical requirements for downloading and installing the Software as specified in the Documentation.

(c) DownloadCompletion. Delivery of the Software shall be deemed complete upon your and your Authorized Users’ successful download of all Software components, regardless of whether any of you or them installs or uses the Software. Risk of loss transfers to each of you and your Authorized Users upon completion of download.

4. License and Use.

(a) Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all the terms and conditions of this Agreement (including the applicable Order), Provider hereby grants you and your Authorized Users a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to access and use theSoftware during the term of this Agreement solely for your internal business purposes, solely in the territory specified by Provider.

(b) DocumentationLicense. Subject to the terms and conditions contained in this Agreement, Provider hereby grants you and your Authorized Users a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to use the Documentation during the term of this Agreement solely for your internal business purposes in connection with your permitted use of the Software.

(c) Ownership and Feedback. As between you and us, (i) we and our licensors own all rights, title, and interest, including all Intellectual Property Rights, in and to the Provider IP, and (b) you own all rights, title, and interest, including all Intellectual Property Rights, in and to Customer Data and Outputs. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Software, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback how we desire, irrespective of any other obligation or limitation between you and us which may appear to dictate the contrary. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or otherIntellectual Property Rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

(d) UseRestrictions. You shall not, and shall not permit any Authorized Users to, use the Provider IP for any purposes beyond the scope of the licenses granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Provider IP, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Provider IP except as expressly permitted under this Agreement; (iii)reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access other than as permitted herein to any software component (including any source code) of the Provider IP, in whole or in part;(iv) use the Provider IP in any unlawful manner or in any other manner that could damage, disable, or impair the Provider IP; (v) circumvent or overcome (or attempt to circumvent or overcome) any technological protection measures intended to restrict access to any portion of the Provider IP; (vi)remove, alter, or obscure any proprietary notices from/on the Provider IP; (vii) use theProvider IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person or that violates any applicable law, regulation, or rule; (viii) use the Provider IP for the purpose of reverse engineering, deriving the trade secrets of, or discovering the architecture of any Third-Party Products, (ix) use theProvider IP in a manner that violates the terms of service, terms of use, privacy policy, acceptable use policy, or other contractual arrangements that you or any of your Authorized Users have with a third party; or (x) performing any security testing, vulnerability scanning, or “hardening” analysis on anyThird-Party Products without permission from supplier or licensor thereof. If any of the foregoing violations occur, you shall immediately notify us. Provider has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Provider IP.

(e) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any Intellectual Property Rights or other right, title, or interest in or to the Provider IP.

(f) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of theSoftware using remote license revocation, product key deactivation, or any other technologies at its disposal if: (i) Provider reasonably determines that(A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any other Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Software to Customer or any other Authorized User is prohibited by applicable law, act of government authority, or by a Force Majeure Event; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any Third-Party Products required to enable Customer to access the Software; or (iii) in accordance with 6 (any such suspension described in subclause (i), (ii), or (iii), a “Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Suspension to Customer and to provide updates regarding resumption of access to the Software following any Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Software as soon as reasonably possible after the event giving rise to the Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of revenue or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Suspension.

5. Customer Responsibilities.

(a) Compliance. You will comply with all terms and conditions of this Agreement; all applicable laws, rules, and regulations; and all applicable guidelines, standards, and requirements that may be posted on https://www.starseer.ai from time to time.

(b) Responsibility. You are responsible and liable for all uses of the Provider IP resulting from access provided by us to you or by you to anyone else, whether directly or indirectly, and whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized Users’ use of the Software and shall cause Authorized Users to comply with such provisions.

(c) CustomerData and Outputs. You hereby grant to Provider a non-exclusive, irrevocable, royalty-free, worldwide license during the term of this Agreement to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Software to you. You will obtain for Provider all consents, permissions, and rights necessary for Provider to utilize the Customer Data as permitted under this Agreement. You will ensure that CustomerData and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data. You will ensure that Customer Data: (i) is not libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (ii) does not constitute an infringement or misappropriation of the Intellectual Property Rights or other rights of any third party; (iii) is not false, misleading, or inaccurate; and (iv) does not contain any viruses or other programing routines intended to damage theSoftware. Provider may preserve and disclose Customer Data if required to do so by applicable law or order of a government authority, or if Provider believes in good faith that such preservation or disclosure is reasonably necessary to comply with legal process, enforce this Agreement, respond to a claim thatCustomer Data violates any third party’s rights, or protect the rights, property, or personal safety of Provider or any third parties. You shall not make any misrepresentation about the content of any Outputs to any person.

(d) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Software confidential. You will not sell or transfer them to any other person or entity. You will immediately notify us about any unauthorized access to or use of your passwords or access credentials. In connection with establishing access to the Software, Authorized Users may be asked to submit certain information (“Registration Information”). Customer will ensure that all Registration Information provided by each Authorized User: (i) is true and complete when provided; and(ii) is maintained and promptly updated to keep it accurate and current. Customer will not, and will ensure that Authorized Users do not select or use access credentials of another person with the intent to impersonate that person.

(e) Assistance. You and your Authorized Users will provide us with all information, access, and other assistance as we may reasonably request in order to provide you with the Software. We shall have no responsibility to you or any of your AuthorizedUsers for any (i) failure to provide the Software or (ii) liability with respect to the Software, in each case, to the extent that such failure or liability arises from your failure to provide us with any such information, access, or other assistance.

(f) Third-Party Products. The Software may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products may be subject to their own terms and conditions presented to you for acceptance within the Software or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

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6. Support. The Software provided under an Order entitles Customer to the support services described in such Order, provided that if no support services are described in an Order, then Provider’s support obligations for the Software shall be to provide periodic updates to the Software made available to Provider’s general customer base, including bug fixes, patches, and new versions. Provision of support to the Customer does not guarantee any future features within the Software.

7. Fees and Payment. Customer shall pay Provider the fees as described in each Order (“Fees”) by the payment method and at the frequency specified in each Order. Customer shall provide all necessary payment information to Provider through each Order or through any other process required by Provider. The Customer shall immediately update its payment information on file with the Provider in the event of a change thereto. All payments are due within thirty (30) days of the date of the applicable invoice sent to Customer, unless otherwise specified in the applicable Order, and if Customer fails to make any payment when due, without limiting Provider’s other rights and remedies: (a) Provider may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (c) if such failure continues for five days or more, Provider may suspend, in accordance with Section 3(h), Customer’s and all other AuthorizedUsers’ access to any portion or all of the Software until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.

8. Confidential Information. From time to timeduring the term of this Agreement, Provider and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally orin written, electronic, or other form or media and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure(collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party without a breach of any confidentiality obligations; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d)independently developed by the receiving party without reference to any of the disclosing party’s Confidential Information. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the limited extent required (i)to comply with the order of a court or other government authority, or as otherwise necessary to comply with applicable law, provided that the receiving party shall first have given written notice to the disclosing party (to the extent permitted by applicable law) and made a reasonable effort to assist the disclosing party in obtaining a protective order; or (ii) to establish the receiving party’s rights under this Agreement, including to make required court filings. The receiving party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any ConfidentialInformation that constitutes personal information or a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as suchConfidential Information remains subject to personal information or trade secret protection under applicable law.

9. Limited Warranty and Warranty Disclaimer.

(a) General. Each party represents and warrants to the other that: (i) it has the legal right and authority to enter into this Agreement; (ii) this Agreement forms a binding legal obligation on its behalf; and (iii) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement. Customer represents and warrants to Provider that Customer’s use of and access to the Software will comply with all applicable laws and will not cause Provider or its licensors to violate any applicable laws.

(b) Provider warrants that it uses commercially reasonable efforts to provide the Software in accordance with the Documentation. THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS. Additionally, the foregoing warranty specifically excludes any breach of warranty arising out of or related to any of the following (each, an “Exclusion”): (i) Operation of theSoftware outside of recommended operating environments or conditions; (ii) any Third-Party Products or other third-party software, data, information, scripts, or configurations; (iii) Customer Data or other data, information, or content not provided by Provider; (iv) equipment, systems, devices, products, or networks not provided by Provider; (v) modifications or customizations to the Software not made by Provider; (vi) deployment, integration, support, or other services not performed by Provider; or (vii) use of any Software after Customer has knowledge of a Third-Party Claim for infringement of U.S. Intellectual Property Rights by the Software, as further described in Section 10(a) below.

(c) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(B), THE SOFTWARE ARE PROVIDED “AS IS,” AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, ORANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL (I) MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS; (II) OPERATE WITHOUT INTERRUPTION; (III) ACHIEVE ANY INTENDED RESULT, INCLUDING THE IDENTIFICATION OF ALL POSSIBLE VULNERABILITIES, THREATS, PROMPT INJECTIONS, BACKDOORS, OR DATA POISONING ATTACKS IN THIRD-PARTY PRODUCTS;(IV) BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SERVICES, SYSTEMS, OR OTHER SOFTWARE; (V) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED; OR(VI) PROVIDE YOU WITH ANY DESIRED REGULATORY COMPLIANCE.

10. Indemnification.

(a) ProviderIndemnification.

(i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, and expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred by Customer resulting from any third-party claim, suit, demand, action, or proceeding (each, a “Third-Party Claim”) that any use of the Software in accordance with this Agreement, infringes or misappropriates such third party’s IntellectualProperty Rights protected under U.S. law.

(ii) If such a Third-Party Claim is made, or if Provider anticipates such a Third-PartyClaim will be made, Customer agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the Software, or component or part thereof, to make them non-infringing, or (B) obtain the right for Customer to continue to use the Software as permitted in this Agreement. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement or any affected Order, effective immediately on written notice to Customer. This Section 10(a) sets forth your sole remedy and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Software infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any third party.

(iii) This Section 10(a) will not apply to the extent that any such Third-Party Claim arises from an Exclusion.

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider, its affiliates, and its and the irrespective officers, directors, members, managers, shareholders, investors, employees, agents, contractors, representatives, successors, and assigns from and against any and all Losses arising from or relating to any Third-PartyClaim (i) concerning, directly or indirectly, the Customer Data; or(ii) based on Customer’s or any Authorized User’s negligence or willful misconduct, breach of this Agreement, or use of the Software in a manner not authorized by this Agreement, provided that Provider will have the right, at its option, to defend itself against, and settle, any such Third-Party Claim.

(c) Conditions. As a condition to obtaining indemnification from the indemnifying party under this Section 10, each of the indemnified parties will: (i) delegate an agent to give the indemnifying party prompt notice of any applicable Third-Party Claim; provided, however, that failure to give such notice will not waive any indemnification obligation of the indemnifying party except to the extent that the indemnifying party is materially prejudiced by such failure;(ii) except as permitted in Section 10(b) above, grant to the indemnifying party sole control of the defense or settlement of any resulting legal proceedings, provided that any such settlement involves only the payment of money and does not subject any indemnified party to any continuing obligation or require any admission of criminal or civil responsibility by any indemnified party; and (iii) provide the indemnifying party with reasonable cooperation and, at the indemnifying party’s request and expense, assistance in the defense or settlement of any Third-Party Claim. Notwithstanding the foregoing, the indemnified parties may participate in any defense, settlement, or other legal proceedings relating to any such Third-Party Claim at the indemnified parties’ expense through counsel of their choice.

11. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY:(A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D)USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SOFTWARE, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12)MONTH PERIOD PRECEDING THE MOST RECENT EVENT GIVING RISE TO THE LIABILITY.

12. Term and Termination.

(a) Term. The term of this Agreement begins on the Effective Date and continues until terminated. The term of each Order, and any renewals thereof, will be stated in each such Order.

(b) Termination. In addition to any other express termination right set forth in this Agreement:

(i) Provider may terminate this Agreement or an Order for any reason upon sixty (60) days’ advance notice to you.

(ii) Either party may terminate this Agreement or an Order, effective on written notice to the other party, if the other party materially breaches this Agreement or the applicable Order, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured for thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.

(iii) Either party may terminate this Agreement or any Order, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent oris generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, and ineach such case the petition is not dismissed within sixty (60) days; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Termination. No refund of any portion of any Fees shall be due upon termination of this Agreement or any Order, other upon than a termination for convenience by Provider, in which case Provider will refund to Customer the portion of all prepaid Fees owing for the period of time between the effective date of termination and the original expiration date(s) of the Order(s) affected by such termination. Any termination of this Agreement will also terminate all Orders then-effective under this Agreement. Any termination of an individual Order will only terminate that Order and will not affect any other Order. Upon any termination of an Order or this Agreement for any reason: (i) all rights granted under this Agreement with respect to any affected Software will terminate; (ii) Customer will immediately cease all use of and access to all affected Software, including any applicable Provider IP obtained or accessed through the affectedSoftware prior to termination, and will immediately uninstall all affectedSoftware; (iii) Provider may disable access through the affected Software to any Customer Data and Outputs; and (iv) Provider may, in its sole discretion, disable access to any affected Software through Customer’s or any of its Authorized Users’ accounts (or all access to all such accounts in the case of a termination of this Agreement). Customer agrees that neither Provider nor its licensors shall be liable to Customer or any Authorized User or third party for any actions that they take in furtherance of termination of this Agreement as permitted hereunder.

(d) Survival. Any right, obligation, or required performance of the parties in this Agreement or any Order which, by its express terms or nature and context is intended to survive termination or expiration of that document, will survive any such termination or expiration.

13. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on https://www.starseer.ai or direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Software after the effective date of the modifications will be deemed acceptance of the modified terms.

14. Export Regulation. The Provider IP utilizes software and technology that may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Provider IP or the software or technology included in the Provider IP to, or make the Provider IP or the software or technology included in the Provider IP accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Provider IP or the software or technology included in the Provider IP, available outside the US.

15. Force Majeure Events. If the performance by Provider of any of the provisions of this Agreement shall be delayed or prevented by any event beyond Provider’s reasonable control, including, without limitation, the following: act of God or the government, riot or other industrial disturbance, fire, flood, or pandemic or epidemic (each, a “Force Majeure Event”), then Provider shall be excused from such performance for the period of time that it is prevented from performing due to such Force Majeure Event.

16. U.S. Government Rights. Each of the components that constitute the Software and the Documentation is a “commercial product,” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the U.S. Government or any contractor therefor, you receive only those rights with respect to the Software and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other U.S.Government customers and their contractors.

17. Disputes.

(a) Agreement to Arbitrate. Except as otherwise provided in Section 17(b), the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to thisAgreement (including any Order), including the formation, validity, binding effect, interpretation, performance, breach, or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in Section 17(b), if any Dispute cannot be resolved through negotiations between the parties within thirty (30) days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration under the rules of the American Arbitration Association then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by Provider in Knoxville, Tennessee, U.S.A. The arbitrator will apply the law set forth in Section 17(c) to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend this Agreement or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the prevailing party’s costs, fees, and expenses (including attorneys’ fees). Judgment upon the award may be entered in any court or governmental body havingjurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

(b) Exception to Arbitration. Customer agrees that if Provider reasonably believes that Customer or any Authorized User has, in any manner, violated or threatened to infringe Provider’s or its licensors’ Intellectual Property rights, then Provider may seek emergency, preliminary, or other appropriate interim relief in the federal or state courts whose district encompasses Knoxville, Tennessee, U.S.A.

(c) Governing Law and Venue. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Delaware, U.S.A., without regard to the conflict of law’s provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement, and the parties hereby disclaim the application thereof. Subject to Section 17(a), each party will bring any action or proceeding arising from or relating to this Agreement exclusively in the federal or state courts whose district encompasses Knoxville, Tennessee, U.S.A., and Customer irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding brought in such courts by Provider.

18. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must (a) be sent to our corporate headquarters address at Starseer, Inc., 8 The Green, #18344 Dover, Delaware, United States of America;(b) must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service; and (c) are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Software. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with applicable law, and the remaining provisions will remain in full force. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder. The words “include,” “includes,” and “including” means “include,” “includes,”or “including,” in each case, “without limitation.” The parties hereto are independent parties, not agents, employees, or employers of the other or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. This Agreement is to be prepared and executed in English, and if translated into a language other than English for any purpose, the English version shall in all events prevail in the event of any conflicts concerning the interpretation of this Agreement.

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