AI Platform-as-a-Service License Agreement

Subject to this Agreement and Exhibit A (incorporated by reference), G3 grants Customer a nonexclusive, nontransferable license (the "License") for individuals identified by Customer ("Licensed Users") to use the Platform in accordance with this Agreement. The License is granted to Customer only and not, by implication, to any parent, subsidiary, or affiliate. This is a services agreement; G3 will not deliver copies of the Platform to Customer.

(a) G3 may reasonably restrict access rights by passwords, login controls, encryption, and other means, including Login Credentials in Section 4.

(b) Any future updates, modifications, enhancements, or new versions of the Platform provided to Customer are the Platform under this Agreement.

(c) G3 may modify, discontinue, delete, or restrict any aspect of the Platform without liability; G3 will use commercially reasonable efforts to give prior written notice of material changes.

Except as expressly provided in Sections 1 and 2, Customer has no right, title, interest, or license in the Platform.

(a) G3 or its licensors own all rights, title, and interests in the Platform, including trade secrets, patents, copyrights, and database rights.

(b) The Platform is protected by U.S. and foreign laws and treaties.

(c) The Platform may include third-party intellectual property licensed to G3, and G3 represents and warrants that it has sufficient rights to sublicense such property to Customer. Each such licensor (1) has a proprietary interest in that component, (2) is a direct and intended beneficiary of this Agreement, and (3) may, in its sole discretion, enforce its rights directly against Customer.

For Customer to access and use the Platform, Customer shall pay the Fees to G3 as set forth in Exhibit A, and each Licensed User shall register with G3, provide an email address, and obtain a unique username and password ("Login Credentials").

(a) G3 may obtain email addresses from Licensed Users. Such addresses will be used only for G3's internal business purposes and not disclosed to any third party.

(b) Customer may add or remove Licensed Users at any time by written notice, up to the seat count in Exhibit A.

(c) Customer is responsible and wholly liable for all acts or omissions under Login Credentials issued to its Licensed Users.

(d) Customer shall limit access to Licensed Users, prohibit credential sharing, and maintain audit processes to confirm compliance.

(a) Prepaid weekly billing. Customer shall pay the Fees set forth in Exhibit A without offset or deduction, in U.S. dollars, in advance on a weekly basis. Each weekly payment entitles Customer to Platform access for the corresponding week. Unless Exhibit A provides otherwise, the standard billing cycle begins on the Effective Date and repeats every seven (7) calendar days for the duration of the Term.

(b) Recurring ACH / card authorization. By signing this Agreement and completing Exhibit A, Customer authorizes G3 (and its payment processor, Stripe Payments, Inc.) to initiate recurring electronic debits (ACH) from the U.S. bank account or payment card designated in Exhibit A, on the weekly schedule in Section 5(a), for the amount stated in Exhibit A (plus any applicable taxes, late fees, or approved overage charges). This authorization remains in effect until Customer cancels it by written notice to billing@g3ai.io at least three (3) business days before the next scheduled debit. Cancellation of the authorization does not terminate this Agreement or waive Fees already accrued; Customer remains obligated to remit any unpaid Fees by an alternative method acceptable to G3.

(c) Failed or declined payment. If a scheduled weekly payment fails, is returned, or is declined, G3 will notify Customer's billing contact and may retry the debit within three (3) business days. If the amount is not cured within that period, G3 may suspend Platform access for the unpaid week; access resumes upon receipt of the outstanding weekly Fee. Overdue amounts accrue interest at 1.5% per month or the highest rate permitted by law, and Customer shall reimburse G3 for collection costs (including returned-item and chargeback fees and reasonable attorneys' fees). Continued non-payment is addressed under Section 6(c)(2).

(d) All Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, and excise taxes, other than taxes on G3's income.

(a) The Initial Term begins on the Effective Date and runs for one (1) year.

(b) The License and Agreement automatically renew for one-year Renewal Terms unless a Party gives notice of termination at least one hundred eighty (180) days before the end of the then-current term, on payment of the Renewal Term License Fee.

(c) The Agreement may be terminated early: (1) by mutual agreement; (2) by G3 if a scheduled weekly payment under Section 5 remains unpaid for more than fifteen (15) business days after the failed debit date, following suspension under Section 5(c) (G3 may, at its option, reinstate on payment of the outstanding balance plus a 2% late fee); or (3) by either Party if the other Party commits a material breach and fails to cure within forty-five (45) days after written notice.

(d) Upon termination, all rights under the License cease and G3 may disable access and cancel Login Credentials.

(e) The obligations of Sections 3, 8, 11, and 15, the disclaimers and limitations of Sections 13 and 14, and any outstanding payment obligations, survive termination.

(a) "G3 IP" means the Platform, G3's manuals, handbooks, guides, and other documentation. As between the Parties, G3 owns all right, title, and interest, including all intellectual-property rights, in and to the G3 IP. Customer acknowledges that G3 may use artificial intelligence to provide and develop the G3 IP, and that intellectual property created from such use is G3 IP.

(b) Customer grants G3 a royalty-free, worldwide, perpetual, irrevocable license to use any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Licensed Users relating to the Platform.

Each Party will protect the other Party's Confidential Information using at least the same care it uses to protect its own confidential information of like importance, and will not use or disclose such information except as necessary to perform this Agreement. These obligations survive termination for five (5) years, or indefinitely for trade secrets.

Customer will not, and will not permit any Licensed User or third party to:

(d) copy, reproduce, republish, upload, post, transmit, or distribute the Platform, or facilitate any third party to do so;

(e) use any device or software to interfere with the proper operation of the Platform;

(f) use the Platform in a manner that infringes, misappropriates, or violates any intellectual-property or other right, or that violates applicable law;

(g) use the Platform in a manner that significantly and negatively impacts G3's operations or reputation;

(h) use the Platform in a manner that significantly and negatively impacts intellectual-property protections, data security, or privacy;

(i) use the Platform in a manner that may harm the work and lives of Customer's employees, users, partners, clients, or members of the public.

Customer is solely responsible for acquiring, servicing, maintaining, and updating all equipment, computers, software, and communications services (and related expenses) not owned or operated by G3 that Customer uses to access the Platform. Customer will use the Platform in accordance with the specifications and operating instructions G3 issues from time to time.

As between the Parties, Customer owns all data and content Customer submits to the Platform ("Customer Data"). Customer grants G3 a limited, non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Customer Data solely to provide and support the Platform. G3 will not use Customer Data to train general-purpose models offered to other customers without Customer's prior written consent. Processing of personal data on Customer's behalf is governed by the Data Processing Addendum, which is incorporated by reference.

(a) G3 warrants that, using commercially reasonable efforts and consistent with industry standards, the Platform will not contain malware or intentionally disabling devices that would disrupt Customer's use or destroy Customer's data.

(b) G3 warrants that the Platform as delivered will not infringe upon the copyright, patent, or trademark rights of others.

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12, THE PLATFORM IS PROVIDED "AS IS." G3 DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

THE TOTAL LIABILITY OF G3 IN THE AGGREGATE TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE PLATFORM WILL BE LIMITED TO CUSTOMER'S DIRECT DAMAGES, IN AN AMOUNT NOT EXCEEDING THE PAYMENTS RECEIVED BY G3 FROM CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. G3 SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY TYPE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PLATFORM, WHETHER OR NOT G3 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED ON BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE). G3 SHALL HAVE NO LIABILITY FOR ANY DAMAGES RESULTING FROM ALTERATION, DESTRUCTION, OR LOSS OF ANY DATA INPUT, GENERATED, OR OBTAINED FROM ACCESS AND/OR USE OF THE PLATFORM.

THE LIMITATIONS OF DAMAGES AND LIABILITIES SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN G3 AND CUSTOMER, AND THE PRICING FOR THE LICENSE REFLECTS SUCH LIMITATIONS.

Customer will defend, indemnify, and hold harmless G3, its affiliates, and their officers, directors, employees, and agents from any third-party claim arising out of (a) Customer Data, (b) Customer's or a Licensed User's use of the Platform in violation of this Agreement, or (c) Customer's violation of applicable law.

Each Party will comply with all applicable laws and regulations, including export controls, anti-corruption laws (including the U.S. Foreign Corrupt Practices Act), sanctions regimes, and privacy and data-protection laws applicable to that Party's performance.

If any term of this Agreement is held invalid, illegal, or unenforceable, that term will be replaced with a term that is valid and enforceable and that comes closest to expressing the intention of the original term, and this Agreement will be enforceable as so modified.

This Agreement is governed by and construed in accordance with the laws of the State of Ohio, excluding its conflict-of-laws rules. The Parties consent to the exclusive jurisdiction of the state and federal courts in the State of Ohio for enforcement of this Agreement and waive any argument that such courts are an improper venue.

G3 is not responsible for any failure to perform, or delay in performing, its obligations due to causes beyond its reasonable control, including acts of God, acts of terrorism, war, riot, embargoes, acts of civil or military authorities, natural disasters, pandemics, strikes, and the like.

Any failure by G3 to act, exercise, or enforce any right or power under this Agreement shall not constitute a waiver of such right or power.

Customer may not assign this Agreement or any of its rights or obligations, by operation of law or otherwise, without G3's prior written consent. G3 may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Notices must be in writing and delivered to the addresses on the signature page (or the Email Address for Notices in Exhibit A) by hand, overnight courier, certified mail, or email with confirmation of receipt.

This Agreement (with Exhibit A, the Terms of Service, the Privacy Policy, the DPA, and any executed order form) is the entire agreement between the Parties concerning its subject matter and supersedes all prior communications and understandings. Any Customer purchase order or similar document is for administrative convenience only and any additional or conflicting terms are of no effect.

This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures delivered by electronic means (including PDF and recognized e-signature platforms) are as effective as originals.

This Agreement has been and shall be construed to have been drafted by all Parties, so that the rule of construing ambiguities against the drafter shall have no force or effect.

Sign online below to bind your organization to this agreement, or request a signable PDF at legal@g3ai.io. Signature blocks and Exhibit A (Description of Services, Fees, Licensed Users, Billing Information, and Email Address for Notices) are captured on the form below and recorded with your acceptance.

Exhibit A is completed online per order — services, fees, seats, billing, and notices are captured and priced live before signature.

• A. Description of Services provided through the Platform
• B. Fees — License Fee for the Initial Term and renewal escalator (%)
• C. Licensed Users — included seat count
• D. Customer Billing Information — billing contact name, email, address
• E. Email Address for Notices under §22