Terms of Service

Drytis, Inc. — Terms of Service

Effective Date: September 15, 2026 | Last Updated: September 15, 2026

1. AGREEMENT TO THESE TERMS

1.1. Parties: These Terms of Service (these "Terms") govern access to and use of the websites, platform, development environment, artificial-intelligence coding agents, engineer-in-the-loop services, hosting and deployment functionality, application programming interfaces, and related products and services made available by Drytis, Inc., a Nevada corporation ("Drytis," "we," or "us"). The person or entity that accepts these Terms is referred to as "Customer," "you," or "your." Drytis and Customer are each a "party" and together the

"parties."

1.2. Acceptance: You accept these Terms by clicking "Accept," by executing an Order Form or other document that references these Terms, by registering an Account, or by accessing or using the Services. If you do not accept these Terms, you have no right to access or use the Services and must cease doing so.

1.3. Authority: If you accept these Terms on behalf of a company, partnership, governmental body, or other entity, you represent and warrant that you are authorized to bind that entity, that you have obtained all internal approvals necessary to do so, and that "Customer" means that entity. Where you lack such authority, you are personally bound by these Terms and remain liable for all activity conducted through the Account.

1.4. Incorporated Documents: The following documents are incorporated into and form part of these Terms, as each may be updated in accordance with its own terms and Section 1.6:

a) the Drytis Privacy Policy;

b) the Drytis Acceptable Use Policy (the "AUP");

c) the Drytis Data Processing Addendum (the "DPA"), which applies solely to Drytis's processing of Customer Personal Data;

1.5. Order of Precedence: If a conflict or inconsistency arises among these Terms and the contractual documents identified in Section 1.4, the following order of precedence controls, in each case solely as to the subject matter expressly addressed in the higher-ranked document: (a) any separate written agreement executed by authorized signatories of both parties that expressly supersedes these Terms; (b) the applicable Order Form; (c) the DPA, solely with respect to the processing of Customer Personal Data; (d) the AUP, solely with respect to permitted and prohibited use of the Services; and (e) these Terms, which govern all other matters.

The Privacy Policy describes Drytis's collection and use of Personal Data for its own purposes and does not modify, expand, or limit the parties' contractual rights and obligations under these Terms, except to the extent applicable law requires otherwise.

Documentation, pricing pages, marketing materials, product descriptions, and support materials are informational and do not create contractual obligations unless expressly incorporated by an Order Form; provided, however, that prices, rates, usage charges, and other commercial terms expressly displayed to Customer at the time Customer purchases a Subscription, purchases Usage Credits, or initiates usage of a usage-based Service will govern the applicable transaction or usage, subject to these Terms and any applicable Order Form.

1.6. Modifications to These Terms: Drytis may modify these Terms from time to time. Where a modification materially and adversely affects Customer's rights or obligations, Drytis will provide at least thirty (30) days' advance notice by posting the revised Terms and by notice to the Account email or through the Services, and the modification will take effect on the date stated in the notice; provided that a shorter notice period, or no advance notice, applies where the modification is administrative or clarifying, is necessary to address a security threat, abuse, or fraud, results from a change imposed by a third-party service provider, or is required to comply with applicable law or legal process. Continued access to or use of the Services after the stated effective date constitutes acceptance of the modified Terms. If Customer does not accept a modification, Customer's exclusive remedy is to terminate in accordance with Section 20.4, and modifications will not apply retroactively to a dispute of which Drytis had written notice before the effective date. Drytis maintains an archive of prior versions of these Terms, copies of which are available on request to legal@drytis.com.

2. DEFINITIONS

Capitalized terms have the meanings given below or where otherwise defined in these Terms. References to a "Section" are to a section of these Terms. "Including" and "includes" mean including without limitation. Headings are for convenience only and do not affect interpretation.

"Account": means the registered account through which Customer and its Authorized Users access the Services.

"Affiliate": means, with respect to a party, any entity that controls, is controlled by, or is under common control with that party, where "control" means direct or indirect ownership of more than fifty percent (50%) of the voting interests of an entity or the power to direct its management and policies.

"AI Features": means the artificial-intelligence and machine-learning functionality of the Services that produces code, configuration, documentation, tests, or other materials in response to prompts, instructions, files, or other inputs, including the functionality delivered through Drytis AI.

"Albert": means Drytis's premium engineer-in-the-loop Service under which an AI coding agent assists with software development and Drytis's designated expert Engineers provide enhanced engineering review, refinement, and production preparation for complex or high-priority projects.

"API": means the application programming interfaces Drytis makes available to enable programmatic access to the Services.

"Authorized User": means an individual whom Customer permits to access the Services under Customer's Account, including Customer's employees, contractors, and agents.

"Customer Personal Data": means Personal Data contained in Workspace Content that Drytis processes on Customer's behalf in providing the Services.

"Deployed Application": means any application, website, service, endpoint, or other software artifact that Customer builds, hosts, deploys, or operates using the Services.

"Documentation": means the user guides, API references, technical specifications, and other materials Drytis makes generally available describing the operation and permitted use of the Services.

"Drytis AI": means Drytis's AI coding agent, which operates within Studio and may assist with planning, generating, testing, reviewing, securing, and refining software and related materials.

"Edge": means Drytis's engineer-in-the-loop Service under which an AI coding agent generates or assists with software development and Engineers review, test, secure, and prepare the resulting software for production.

"Engineer": means an individual made available through Edge, Albert, or another Service to perform Engineer Services, whether engaged by Drytis as an employee or contractor. Engineers are not Customer's employees, agents, representatives, or fiduciaries.

"Engineer Services": means the human engineering services made available through Edge, Albert, or another Service, including review, testing, debugging, security work, refinement, production preparation, and related technical assistance.

"Engineer Session Data": means recordings, logs, chat messages, voice communications, screen activity, audit records, session metadata, and Workspace interaction data generated or collected in connection with a Session or the provision of Engineer Services.

"Fees": means all amounts payable for the Services, including Subscription Fees, Usage Charges, any Direct Engagement Fee, and other amounts identified in the Services, an Order Form, or another applicable pricing document.

"Generated Output": means code, configuration files, documentation, tests, and other content produced by the AI Features in response to Customer's inputs.

"Model Training": means using Workspace Content to train, retrain, fine-tune, or otherwise modify the parameters or behavior of an artificial-intelligence or machine-learning model for the purpose of improving that model for future use, for other customers, or for general-purpose deployment.

"Order Form": means an ordering document, online order, purchase confirmation, or other written instrument agreed by the parties that identifies purchased Services, pricing, usage commitments, term, or other commercial terms.

"Personal Data": means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable individual, or that otherwise constitutes "personal data," "personal information," or an equivalent category under applicable data- protection law.

"Services": means the software, development environment, AI Features, Engineer Services, hosting and deployment functionality, APIs, and related functionality Drytis makes available from time to time, including Studio, Drytis AI, Edge, and Albert, together with the Documentation. The specific Services and functionality available to Customer depend on Customer's Account, applicable Subscription, available Usage Credits, and the features Drytis has made available to Customer.

"Session": means a period during which an Engineer is actively engaged in Customer's Workspace in connection with a request for Engineer Services, including associated screen, voice, and chat interaction.

"Studio": means Drytis's private, cloud-based development workspace through which Customer may create, manage, store, host, deploy, and otherwise work on software projects, including the development environment, repository, database, hosting, and other workspace functionality Drytis makes available from time to time.

"Subscription": means a paid plan providing access to the Services for the Subscription Term.

"Subscription Term": means the initial period identified at purchase or in the applicable Order Form, together with each renewal period arising under Section 14.8.

"Subscription Fees": means the recurring or other fees payable for a Subscription, as displayed at purchase or set forth in the applicable Order Form, excluding Usage Charges, Usage Credits, Direct Engagement Fees, taxes, and other separately stated charges.

"Tokens": means the units used to measure input and output processed through the AI Features and other applicable Services. Token consumption may be measured separately for input and output and may vary by Service, mode, feature, model, or provider.

"Usage Charges": means charges assessed for consumption of a usage-based Service, including charges for Sessions, Token consumption, compute, storage, bandwidth, and deployments.

"Usage Credits": means prepaid or otherwise available Account credits applicable toward usage-based Services, including Drytis AI, Edge, and Albert. The number of Usage Credits consumed is determined by reference to the applicable rates and usage calculations displayed in the Services.

"Usage Data": means telemetry, service-operation data, diagnostics, performance data, logs, usage metrics, configuration metadata, and similar information generated by or in connection with operation and use of the Services, provided that Usage Data does not include Workspace Content, whether in identifiable, pseudonymized, de-identified, aggregated, transformed, or other processed form, where the information retains or is derived from the substantive content of Customer's Workspace Content.

"Workspace": means Customer's development environment within the Services.

"Workspace Content": means all content Customer or its Authorized Users upload, input, create, or generate within the Workspace, including prompts, instructions, source code, configuration files, datasets, credentials Customer elects to store, Generated Output, and other materials.

3. ELIGIBILITY; ACCOUNTS; AUTHORIZED USERS

3.1. Eligibility: The Services are made available for businesses, other organizations, and individual consumers. By accessing the Services, Customer represents and warrants that it is at least eighteen (18) years of age or, if an entity, duly organized and in good standing; that it has the legal capacity and authority to enter into these Terms; that it is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive economic sanctions administered by the United States; that it is not identified on any restricted-party list maintained by the U.S. government; and that its access to and use of the Services complies with applicable law.

3.2. Registration: Access to the Services requires an Account. Customer will provide accurate, current, and complete registration information, will maintain that information, and will not register an Account using a false identity or on behalf of a person or entity Customer is not authorized to represent. Drytis may refuse, restrict, or reclaim any Account registration.

3.3. Credentials and Account Activity: Customer is responsible for maintaining the confidentiality of Account credentials, API keys, access tokens, and other authentication materials, and for all activity conducted through the Account, whether or not authorized by Customer, except to the extent such activity results from Drytis's breach of its obligations under these Terms. Customer will notify Drytis promptly upon becoming aware of any unauthorized access to or use of the Account or any actual or suspected compromise of credentials. Where Drytis reasonably suspects unauthorized access, credential compromise, or other activity presenting risk to the Services, other customers, or third parties, Drytis may restrict or suspend affected access in accordance with Section 20.2.

3.4. Authorized Users: Customer may permit Authorized Users to access the Services under its Account, provided that Customer remains responsible for each Authorized User's compliance with these Terms and for the acts and omissions of its Authorized Users as though they were Customer's own. Customer will ensure that Authorized Users are bound by obligations at least as protective as those in these Terms, will manage entitlements and permissions within the Services, and will promptly revoke access for individuals no longer entitled to it. Account credentials may not be shared with, or used by, any person other than the individual to whom they are issued.

3.5. Sensitive Configuration: Customer will not disclose credentials to Drytis personnel or to any third party other than through access mechanisms the Services expressly support. Drytis has no obligation to accept, and may reject or delete, credentials transmitted outside those mechanisms.

4. THE SERVICES; ACCESS RIGHTS; RESTRICTIONS

4.1. The Services: Drytis operates an AI-assisted software-development platform through which Customer may generate frontend, backend, and database code; build agentic and MCP-based applications; manage projects and workspaces with version history; host and deploy applications, including on custom domains; request on- demand Engineer Services from vetted Engineers; and integrate programmatically through the APIs.

Availability of any capability is determined by Customer's Subscription, available Usage Credits, and the features Drytis has enabled for the Account.

4.2. Access Rights: Subject to these Terms, payment of all applicable Fees, and Customer's continued compliance with the AUP, Drytis grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the applicable Subscription Term or other period in which Customer is authorized to use the Services to access and use the Services and Documentation for Customer's internal business purposes and for the development, deployment, and operation of Deployed Applications. Customer's Affiliates may exercise these rights solely under Customer's Account and subject to these Terms, and Customer remains liable for their use.

4.3. Restrictions: Except as expressly permitted by these Terms or as applicable law prohibits restricting, Customer will not, and will not permit any Authorized User or third party to: (a) copy, modify, translate, distribute, sell, resell, lease, lend, sublicense, or otherwise make the Services available to any third party, other than as an integral component of a Deployed Application operated by Customer; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, model weights, architecture, prompts, or underlying algorithms of the Services, except to the extent such restriction is unenforceable under applicable law; (c) circumvent or attempt to circumvent usage limits, metering, rate limits, access controls, authentication, or other technical protection measures; (d) access the Services in order to benchmark, compile competitive analysis for publication, or build a product or service that materially competes with the Services; (e) use the Services, the Documentation, or Drytis's non-public Confidential Information to develop, train, improve, or operate a competing product or service; (f) use automated means to extract, harvest, or index the Services or their non-public content other than through the APIs and in accordance with the Documentation; (g) interfere with or disrupt the integrity, security, or performance of the Services or the data of any other customer; or (h) remove, obscure, or alter proprietary notices appearing in or on the Services.

Nothing in clauses (d) or (e) prevents Customer from independently developing, marketing, or operating products or services that may compete with the Services, if Customer does so without use of or reference to the Services, the Documentation, or Drytis's Confidential Information in breach of these Terms.

4.4. Reservation of Rights: The Services are licensed, not sold. Except for the limited access rights expressly granted in Section 4.2 and Section 13.1, Drytis and its licensors retain all right, title, and interest in and to the Services, the Documentation, and all Drytis technology, software, models, model configurations, prompts, interfaces, designs, workflows, trademarks, know-how, Usage Data, and all modifications, enhancements, and derivative works of any of the foregoing. No right is granted by implication, estoppel, exhaustion, or otherwise, and Customer acquires no ownership interest in the Services.

5. ACCEPTABLE USE

5.1. General Standard: Customer will use the Services in compliance with these Terms, the AUP, the Documentation, and applicable law. The obligations in this Section supplement, and do not limit, the AUP; where the AUP addresses a matter in greater detail, the AUP controls as to that matter.

5.2. Prohibited Conduct: Customer will not use the Services to: (a) infringe, misappropriate, or otherwise violate the intellectual- property, privacy, publicity, or other rights of any person; (b) develop, distribute, or operate malware, ransomware, credential harvesters, botnets, denial-of-service tooling, or other code designed to gain unauthorized access to or impair any system, network, or data; (c) conduct unauthorized penetration testing, vulnerability scanning, or security research against the Services, Drytis's infrastructure, or any third-party system Customer is not authorized to test. Nothing in this Section prohibits good-faith security testing of the Services that Drytis has expressly authorized through a published security-testing or vulnerability-disclosure program, provided that Customer complies with the applicable program requirements and does not materially disrupt the Services, access another customer's data, or exploit a vulnerability beyond what is reasonably necessary to validate and report it; (d) transmit unlawful, defamatory, harassing, or deceptive content, or generate or distribute child sexual abuse material or non-consensual intimate imagery; (e) send unsolicited bulk communications or engage in phishing, spoofing, or other fraudulent activity; (f) impersonate any person or misrepresent an affiliation with Drytis; (g) engage in cryptocurrency mining or other activity that consumes computational resources disproportionately to the functionality Drytis makes available; (h) violate applicable export-control, sanctions, anti-corruption, or anti-money-laundering laws; or (i) circumvent the payment or metering provisions of Section 14.

5.3. High-Risk Use: The Services are not designed, tested, or certified for use in circumstances where failure, error, latency, or inaccuracy could reasonably be expected to result in death, personal injury, or severe environmental, financial, or infrastructure damage, including operation of aircraft, nuclear facilities, life-support systems, medical devices, autonomous vehicles, weapons systems, or critical-infrastructure control. Customer will not use the Services, and will not deploy Generated Output, for any such purpose unless Drytis has expressly agreed in writing. Where Customer nonetheless does so, Customer assumes all associated risk and liability, and Drytis disclaims all liability arising out of or relating to such use to the maximum extent permitted by applicable law.

5.4. Enforcement and Investigation: Drytis has no obligation to monitor Workspace Content or Deployed Applications but may investigate suspected violations of this Section, the AUP, or applicable law, and may take proportionate action in response, including issuing notice, restricting a feature, throttling usage, disabling a Deployed Application under Section 11.4, suspending access under Section 20.2, or terminating under Section 20.5. Drytis will act in good faith and, where practicable and lawful, will notify Customer and provide an opportunity to remediate before taking action that materially restricts access.

6. CUSTOMER RESPONSIBILITIES; ASSUMPTION OF RISK

6.1. Rights in Inputs: Customer represents and warrants that it holds, and will maintain throughout the Subscription Term, all rights, licenses, consents, and authorizations necessary for Workspace Content to be processed by the Services and for Drytis and its Engineers, subprocessors, and third-party model providers to exercise the rights granted in Section 7.2 and Section 9.2.

6.2. Review Before Reliance: The Services accelerate software development; they do not replace Customer's engineering, security, legal, and compliance judgment. Customer is responsible for reviewing, testing, validating, and approving Generated Output and any work product resulting from Engineer Services before reliance, publication, deployment, or use in a production environment, including for correctness, security, performance, licensing, accessibility, and regulatory compliance. Section 22 and Section 23 allocate the residual risk of Customer's failure to do so.

6.3. Configuration and Controls: Customer is responsible for configuring the Services appropriately for its risk profile, including permissions and entitlements, secrets management, integration scopes, environment separation, deployment gates, approval workflows, and session-access controls, in each case using the functionality Drytis makes available.

Where Customer elects not to enable an available control, Customer bears the consequences of that election.

6.4. Retention and Backup: Although the Services provide version history and export functionality, Customer is responsible for maintaining independent backups of Workspace Content and any other materials the loss of which would be material to Customer. Drytis does not act as, and does not warrant the Services as, a system of record or archival repository.

6.5. Customer Personnel and Compliance: Customer is responsible for the lawfulness of its own operations, for its obligations to its personnel, and for determining whether its use of the Services, its Workspace Content, and its Deployed Applications comply with the laws, regulations, and industry requirements applicable to Customer.

7. WORKSPACE CONTENT

7.1. Ownership: Customer retains all right, title, and interest it holds in and to Workspace Content. Drytis claims no ownership of Workspace Content, and nothing in these Terms transfers ownership of Workspace Content to Drytis.

7.2. Service License: Customer grants Drytis, its Affiliates, and its subprocessors and service providers a limited, non-exclusive, worldwide, royalty-free license, during the Subscription Term or other period in which Customer is authorized to use the Services, and for the retention periods described in Section 20.7, to access, host, store, cache, reproduce, transmit, display, adapt, and otherwise process Workspace Content solely as necessary to: (a) provide, operate, maintain, support, and secure the Services; (b) deliver the functionality Customer requests, including generating Generated Output and performing Engineer Services; (c) detect, investigate, prevent, and remediate security incidents, fraud, abuse, and technical faults; (d) comply with applicable law, legal process, or a valid governmental request; and (e) perform Drytis's obligations under these Terms, the DPA, and any applicable Order Form. This license is granted solely for the purposes stated in this Section and terminates as provided in Section 20.6.

7.3. Restrictions on Drytis's Use: Drytis will not sell, license, rent, publish, or otherwise commercially exploit Workspace Content, and will not use Workspace Content for any purpose unrelated to providing and supporting the Services for Customer, except as the DPA permits or Customer instructs in writing.

7.4. No Model Training Without Authorization: Drytis will not use Workspace Content for Model Training, and will not authorize a subprocessor or third- party model provider to do so, absent Customer's express written authorization. Where Customer grants such authorization, it may be withdrawn prospectively at any time, and withdrawal will not require Drytis to retrain, reverse, or delete a model already modified in reliance on the authorization. For clarity, Drytis's use of Usage Data under Section 15.3 does not authorize Model Training on Workspace Content, and no de-identification, aggregation, pseudonymization, transformation, or other processing of Workspace Content will be used to circumvent this Section.

7.5. Removal: Drytis may remove, disable access to, or quarantine Workspace Content that Drytis reasonably determines violates these Terms, the AUP, or applicable law, or that presents a security, legal, or operational risk. Except where notice is prohibited by law or would frustrate the purpose of the action, Drytis will notify Customer of any such removal.

8. AI FEATURES AND GENERATED OUTPUT

8.1. Nature of the AI Features: The AI Features are probabilistic systems. They generate output by inference rather than retrieval, and their behavior varies across prompts, models, versions, and time. Identical or similar inputs may produce different results, and no representation is made that any output will be reproducible.

8.2. Rights in Generated Output: As between the parties, and solely to the extent Drytis holds any right, title, or interest in Generated Output produced for Customer's Workspace, Drytis assigns that right, title, and interest to Customer effective upon generation. Subject to these Terms and to any applicable third-party or open-source license terms, Customer may use, modify, distribute, and commercially exploit Generated Output for any lawful purpose. To the extent any such assignment is ineffective, unenforceable, or unavailable under applicable law, Drytis grants Customer a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, distribute, display, perform, make, have made, and commercially exploit the applicable Generated Output for any lawful purpose. Drytis makes no representation that Generated Output is original, that it is free of third-party rights, or that it is capable of protection as intellectual property, and Section 22 applies to Generated Output in full.

8.3. Acknowledged Characteristics: Customer acknowledges that Generated Output may contain errors, defects, omissions, insecure patterns, exploitable vulnerabilities, deprecated dependencies, inaccurate factual assertions, or elements that are not production-ready; may reproduce or resemble material subject to third-party rights; may incorporate or depend on open-source software carrying license obligations, including copyleft obligations; and may, particularly where produced without meaningful human authorship, selection, arrangement, or modification, fail to qualify for copyright or other protection in one or more jurisdictions. Customer is solely responsible for identifying and complying with applicable laws, third-party rights, export controls, and license obligations affecting Generated Output and its use.

8.4. Output Similarity: Because AI systems generate output from statistical models rather than from bespoke authorship, output produced for one customer may be similar or identical to output produced for another, particularly where inputs are similar. To the maximum extent permitted by applicable law, Customer waives and releases any claim against Drytis, and against any other customer, arising solely out of the similarity, non-uniqueness, or non-exclusivity of Generated Output. Nothing in this Section limits Customer's rights against any person who misappropriates Customer's Workspace Content.

8.5. Model and Provider Changes: Drytis may add, remove, substitute, deprecate, retrain, or reconfigure the models, providers, model versions, routing logic, safety systems, and inference parameters underlying the AI Features from time to time, and such changes may affect output characteristics, latency, cost, and Token consumption. Drytis is not obligated to maintain the availability of any model, model version, provider, or feature. Section 19.3 applies to material changes affecting core functionality.

8.6. Third-Party Model Providers: Certain AI Features rely on foundation models operated by third parties. Customer authorizes Drytis to transmit Workspace Content to such providers to the extent necessary to deliver the requested functionality.

Processing of Customer Personal Data by such providers is governed by the DPA and the Privacy Policy. Drytis remains responsible for its subprocessors as and to the extent the DPA provides; the underlying models themselves are third-party technology, and Drytis makes no warranty with respect to them.

8.7. Human Oversight: Customer will maintain human oversight proportionate to the risk of the use to which it puts the AI Features and will not configure or operate the Services so as to permit unreviewed Generated Output to take material, irreversible, or externally consequential action where such action falls outside the approval workflows described in Section 9.4.

9. ENGINEER SERVICES

9.1. Scope: Edge and Albert may include Engineer Services performed by Engineers, including review, testing, debugging, security work, refinement, and preparation of software for production. Engineer Services are delivered on a request-and-Session basis; they are not a managed-services, staff-augmentation, professional- services, or outsourcing engagement, and Drytis undertakes no obligation to deliver a defined work product, achieve a specified outcome, or meet a schedule, except as expressly agreed in an Order Form.

9.2. Authorization and Scope of Access: By requesting or enabling an Engineer Service, Customer authorizes Drytis and its assigned Engineers to access, analyze, execute, create, modify, test, debug, review, refine, commit, and otherwise interact with Workspace Content, the Workspace environment, and connected third-party services, in each case only: (a) to the extent Customer has technically enabled such access; and (b) as reasonably necessary to deliver the requested Engineer Service. Access so authorized may extend to source code, configuration, environment variables Customer has exposed, project structure, logs, prompts, Generated Output, and connected integrations. Customer is responsible for ensuring it holds the rights, permissions, notices, and consents necessary to permit that access, including with respect to third-party materials and Personal Data.

9.3. Customer Configuration: Customer controls the scope of Engineer access through the permissioning, secrets-management, integration- scope, deployment, and session-control functionality the Services make available. Customer will not expose credentials, secrets, production data, regulated data, or other sensitive information to an Engineer except where reasonably necessary to the requested Engineer Service and permitted by Customer's own policies.

Customer may terminate a Session at any time using the functionality provided in the Services.

9.4. Production and High-Risk Actions: Unless the parties expressly agree otherwise in writing or Customer authorizes the action through an approval workflow the Services make available, Drytis personnel will not knowingly deploy changes to a production environment; delete material Workspace Content or production data; initiate a payment, purchase, fund transfer, or other financial transaction; alter billing, identity, ownership, administrator, or security settings; access or export secrets, credentials, or regulated data beyond what the requested Engineer Service reasonably requires; or take any other action that materially affects Customer's external users or systems. Where Customer grants standing authorization for any such action, Customer accepts the associated risk.

9.5. Limits on Engineer Authority: Engineers are employees or contractors of Drytis and are not Customer's employees, agents, representatives, or fiduciaries. No Engineer is authorized to bind Customer, make representations or commitments on Customer's behalf, enter into contracts, effect purchases, make regulatory or legal filings, or render legal, accounting, tax, security-assurance, or other professional advice. Responsibility for material technical, architectural, security, legal, business, and production decisions remains with Customer.

9.6. Session Recording and Engineer Session Data: Drytis may record, monitor, retain, and review Engineer Session Data, including voice, chat, screen activity, audit records, Workspace interactions, and session metadata, in order to deliver, secure, support, and quality- assure the Engineer Services, train Drytis personnel in the delivery of Engineer Services, investigate abuse and security incidents, resolve disputes, substantiate Usage Charges, and comply with applicable law.

Engineer Session Data is processed in accordance with the Privacy Policy, the DPA, and applicable law. Where applicable law requires notice to or consent from participants, Drytis will provide the required notices and obtain the required consents in respect of its own personnel, and Customer will do so in respect of its Authorized Users and any other participants it involves.

9.7. Engineer Confidentiality: Drytis requires Engineers to be bound by written confidentiality obligations no less protective of Customer than those in Section 16, and Engineers may not use or disclose Workspace Content other than as necessary to deliver the requested Engineer Services. Drytis remains responsible for its Engineers' compliance with this Section.

9.8. Metering of Sessions: Sessions are metered on a per-second basis at the rate displayed in the Workspace at the time the Session is requested. Metering begins when the Engineer actively engages with the Workspace and ends on disengagement or on Customer's termination of the Session. Customer is responsible for monitoring the Session timer. Because Engineer Services are consumed in real time, charges for Sessions are non-refundable except as Section 14.15 or applicable law requires.

9.9. Availability: Engineer availability depends on demand, staffing, subject-matter fit, and the scope of the request. Drytis does not warrant that an Engineer will be available on request, that a particular Engineer will be assigned or remain assigned, or that any Session will resolve a given issue.

10. DIRECT ENGAGEMENT OF ENGINEERS

10.1. Purpose: Drytis invests in sourcing, vetting, training, and making available the Engineers through whom the Engineer Services are delivered. This Section establishes the compensation payable to Drytis where Customer elects to obtain an Engineer's services outside the Services following an introduction facilitated through them. This Section does not restrict Customer's or any Engineer's freedom to contract.

10.2. Qualifying Introduction: A "Qualifying Introduction" means a documented introduction, referral, presentation, assignment, interview, Session, or other substantive connection between Customer and an Engineer that is facilitated or arranged by Drytis through the Services for the purpose of enabling Customer to evaluate or engage that, Engineer.

10.3. Trigger: If, within twelve (12) months following the date of a Qualifying Introduction, Customer directly or indirectly hires, engages, retains, contracts with, or otherwise procures the services of the applicable Engineer otherwise than through the Services, Customer will pay Drytis the Direct Engagement Fee.

10.4. Direct Engagement Fee: The "Direct Engagement Fee" is an amount equal to twenty percent (20%) of the Gross Compensation paid or payable to the applicable Engineer during the first twelve (12) months following commencement of the engagement, whether paid by Customer or by any Affiliate, intermediary, staffing entity, or other person acting for or at the direction of Customer. The Direct Engagement Fee will not exceed the amount reasonably necessary to compensate Drytis for the sourcing, introduction, qualification, and coordination services giving rise to the applicable fee.

10.5. Gross Compensation

"Gross Compensation": means the aggregate cash compensation paid or payable in connection with the engagement during that twelve-month period, including salary, wages, consulting or contractor fees, retainers, bonuses, commissions, and signing or commencement payments, but excluding bona fide reimbursement of documented business expenses. Equity, equity-linked compensation, and other non-cash consideration are included only to the extent the parties expressly agree, or the consideration is reasonably capable of valuation. Where the engagement is structured to obscure or understate compensation, Gross Compensation will be determined by reference to the fair market value of the services procured.

10.6. Indirect Engagement: An engagement is indirect where the Engineer is engaged through an Affiliate, parent or subsidiary entity, intermediary, staffing agency, professional employer organization, contractor entity, agency of record, or other third party acting for or at the direction of Customer. Customer's obligation under Section 10.3 applies without regard to the structure through which the Engineer is engaged, the characterization of the relationship, or the identity of the paying party.

10.7. Pre-Existing Relationships: No Direct Engagement Fee will be payable to the extent Customer establishes that, before the Qualifying Introduction, Customer or its applicable Affiliate had a documented pre-existing professional relationship with the applicable Engineer that was independent of Drytis and the Services

10.8. Notice, Information, and Verification: Customer will notify Drytis in writing promptly upon entering any engagement to which this Section applies and will provide the information Drytis reasonably requires to determine whether a Direct Engagement Fee is payable and to calculate it. On Drytis's reasonable written request, and no more than once in any twelve- month period absent reasonable grounds to suspect non-compliance, Customer will provide documentation sufficient to verify the existence, structure, and compensation terms of the engagement, subject to reasonable confidentiality protections and redaction of information not relevant to that determination.

10.9. Invoicing and Payment: Drytis will invoice the Direct Engagement Fee on or after commencement of the engagement, and the invoice is payable in accordance with the payment terms otherwise applicable to Customer under Section 14 or the applicable Order Form. Where Gross Compensation cannot be determined at invoicing, Drytis may invoice based on the compensation then known or reasonably estimated and issue a true-up invoice or credit once actual Gross Compensation is ascertained.

10.10. Records: Customer acknowledges that Drytis may maintain records of Qualifying Introductions and related activity conducted through the Services, including dates, Account information, project and Workspace information, assignment records, and communications metadata, for the purpose of administering and enforcing this Section, in each case in accordance with the Privacy Policy and applicable law.

10.11. No Restriction on Engagement; Survival: Nothing in this Section prohibits or restricts Customer from engaging any Engineer or prohibits or restricts any Engineer from accepting employment or other lawful engagements. Customer may engage an Engineer directly or through a third party, subject only to Customer's obligation to pay any Direct Engagement Fee that becomes due under this Section. The parties acknowledge that this Section is intended to protect Drytis's commercial interest in its sourcing, introduction, qualification, and coordination services and is not intended to operate as a covenant not to compete, a non-solicitation restriction applicable to any Engineer, or a restraint on any individual's ability to work. The obligations in this Section survive expiration or termination of these Terms with respect to any Qualifying Introduction occurring before such expiration or termination and remain enforceable for the periods stated in Section 10.3.

If any portion of this Section is determined by a court or other tribunal of competent jurisdiction to be unenforceable as drafted, the provision will be modified and enforced to the maximum extent permitted by applicable law in a manner that most closely preserves the parties' intended allocation of the commercial value of Drytis's sourcing, introduction, qualification, and coordination services without imposing an unlawful restraint on Customer or any Engineer.

11. DEPLOYED APPLICATIONS AND END USERS

11.1. Customer as Operator: Customer is the operator of, and is solely responsible for, its Deployed Applications, including their content, functionality, architecture, security posture, availability, and compliance with applicable law and third-party rights; the terms of service, privacy notice, cookie disclosures, and consent mechanisms presented to end users; the data collected from and about end users, and responses to data-subject requests, complaints, and regulatory inquiries relating to that data; and all support, billing, and dispute resolution with end users.

11.2. No Drytis Relationship with End Users: Drytis is not a party to any relationship between Customer and its end users, exercises no editorial or operational control over Deployed Applications, and makes no representation to end users. Customer will not represent that Drytis endorses, certifies, or is responsible for a Deployed Application, and will not present Drytis as a party to, or guarantor of, any obligation Customer owes to an end user. Section 21.1 allocates responsibility for claims arising from Deployed Applications.

11.3. Hosting and Domains: Where Customer uses Drytis hosting or deployment functionality, including custom domains, Customer is responsible for holding the necessary rights in each domain, for maintaining domain registrations and DNS configuration, and for compliance with the requirements of any applicable registrar, certificate authority, or infrastructure provider. Hosting resources are subject to the usage metering in Section 14.3 and to the availability provisions in Section 19.

11.4. Removal and Disablement: Drytis may disable, remove, throttle, or decline to host any Deployed Application that Drytis reasonably determines violates these Terms, the AUP, or applicable law, infringes third-party rights, or presents a security, legal, reputational, or operational risk to Drytis, its infrastructure providers, or third parties.

Where practicable and lawful, Drytis will notify Customer before doing so and will restore service upon adequate remediation.

12. THIRD-PARTY SERVICES AND INTEGRATIONS

12.1. Customer-Enabled Integrations: The Services may interoperate with third-party products and services, including source-control, payment, cloud-infrastructure, observability, and AI-model providers. Customer's use of any third-party service is governed by the agreement between Customer and that provider, and Customer is responsible for reviewing and complying with it, including any usage restrictions, data-handling terms, and fees.

12.2. Data Exchange: By enabling an integration, Customer instructs Drytis to transmit to, and receive from, the relevant provider the Workspace Content, credentials, configuration, and other data necessary to operate the integration within the scope Customer has authorized. Drytis is not responsible for a third party's collection, use, retention, disclosure, or security of data once transmitted at Customer's instruction.

12.3. No Endorsement or Warranty: Third-party services are not part of the Services. Drytis does not control them, does not warrant them, and disclaims all liability arising out of or relating to their availability, performance, security, accuracy, pricing, or discontinuation. Where a third-party service becomes unavailable, changes its interfaces or terms, or restricts Drytis's access, the corresponding functionality of the Services may be impaired or withdrawn without liability to Drytis.

12.4. Changes to Integrations: Drytis may add, modify, suspend, or remove an integration at any time, including where required by the relevant provider or where continued support presents legal, commercial, or security risk. Where the removal of an integration materially reduces core functionality of a paid Service, Section 19.3 applies.

13. API AND DEVELOPER ACCESS

13.1. API License: Subject to these Terms and the Documentation, Drytis grants Customer a limited, non-exclusive, non- transferable, non-sublicensable, revocable right during the applicable Subscription Term or other period in which Customer is authorized to use the Services to access and call the API for the purpose of integrating the Services with Customer's own systems and Deployed Applications.

13.2. Keys and Attribution: API keys and credentials are issued to Customer for its own use, must be protected as Confidential Information, and may not be shared, resold, embedded in client-side code where they would be exposed to third parties, or used by any person other than Customer and its Authorized Users. Customer is responsible for all activity conducted using its API keys.

13.3. Rate Limits and Fair Use: API access is subject to the rate limits, quotas, concurrency constraints, and fair-use requirements Drytis publishes or applies from time to time. Drytis may throttle, queue, or reject calls that exceed applicable limits or that impair the stability of the Services for other customers.

13.4. API Restrictions: In addition to Section 4.3, Customer will not use the API to replicate, mirror, or substitute for the user- facing functionality of the Services as a standalone offering; to build or operate a product or service that materially competes with the Services; to bypass Fees, metering, entitlements, or usage limits; to extract data in bulk other than data Customer has itself provided or generated; or to circumvent rate limits through the use of multiple Accounts, credentials, or network paths.

13.5. Changes to the API: Drytis may version, modify, deprecate, or discontinue any API or API endpoint. Drytis will use commercially reasonable efforts to provide reasonable advance notice of a breaking change to a generally available API, except where the change is required to address a security vulnerability, a legal obligation, abuse, or an urgent operational need.

14. FEES, USAGE CREDITS, AND PAYMENT

14.1. Subscription Fees: Studio is offered as a workspace Subscription at the price displayed on the Drytis pricing page or set out in an Order Form. A Subscription provides access to Studio and to the functionality included in the applicable plan. Subscription Fees are payable in advance for each Subscription Term and, except as Section 14.15 or applicable law provides, are non-refundable and are not contingent on Customer's actual usage.

14.2. Usage-Based Services: Drytis AI, Edge, Albert, and other Services may be offered on a usage basis. Use of a usage-based Service consumes Usage Credits or accrues Usage Charges at the rates displayed in the Services, in an Order Form, or in another applicable pricing document at the time Customer initiates the usage. Where an Account holds insufficient Usage Credits and no payment method is available, Drytis may decline or interrupt the requested usage.

14.3. Metering: Drytis may meter usage by Tokens, compute time, requests, Session duration, storage, bandwidth, deployments, or other metrics disclosed in the Services. Input and output Tokens may be metered separately, and rates may differ by Service, mode, feature, model, and provider. Drytis will make usage information available through the Services on a commercially reasonable basis. Drytis's usage records govern the calculation of Usage Charges absent manifest error.

14.4. Usage Credits: Unless an Order Form provides otherwise, Usage Credits: (a) are non-refundable and are not redeemable for cash; (b) have no cash value and confer no property right; (c) may not be transferred, sold, exchanged, or applied across Accounts except as Drytis expressly authorizes; (d) may be applied only toward the Services Drytis identifies as eligible; and (e) expire twelve (12) months after purchase or, if earlier, on termination of the Account for cause under Section 20.5. Drytis will not increase the consumption rate applicable to prepaid Usage Credits during their stated validity period, except where required by law, to correct a manifest pricing error, or as necessary to address fraud, abuse, or a material security risk.

14.5. Mode Selection: Customer may move between available AI and engineer-in-the-loop modes within the same Workspace, subject to availability and to sufficient Usage Credits or an available payment method. Switching modes does not require migration to a separate Workspace, and use of Edge or Albert does not require a separate Subscription upgrade where those Services are available through Customer's Workspace; applicable Usage Credits and Usage Charges apply in each case.

14.6. Free Tier and Trials: Drytis may make a free tier or evaluation access available with limited features, usage, or duration. Free and evaluation access is provided without any Fee and, notwithstanding any other provision, is furnished

"as is," is excluded from any commitment as to availability or support, and may be modified, limited, suspended, or discontinued at any time without notice or liability.

14.7. Payment Authorization: By providing a payment method, Customer authorizes Drytis and its payment processors to charge that method for all Fees as they become due, including recurring Subscription Fees, Usage Charges, applicable taxes, and any Direct Engagement Fee, and to retain and update payment-method information as necessary to do so. Customer will keep its payment and billing information current. Where Drytis invoices Customer, invoices are payable within thirty (30) days of the invoice date unless an Order Form provides otherwise.

14.8. Renewal and Cancellation: Unless an Order Form provides otherwise, each Subscription renews automatically at the end of the then- current Subscription Term for a successive period of equal length, or for one (1) month where no initial period is specified, at the then-current price notified in accordance with Section 14.10. Customer may cancel renewal through Account settings or another method Drytis specifies. Cancellation takes effect at the end of the then-current billing period, and Customer retains access through that period unless these Terms are earlier terminated. Cancellation does not entitle Customer to a refund of Fees already paid or relieve Customer of Usage Charges already accrued.

14.9. Consumer Subscriptions: Where Customer is a consumer, Drytis will provide all disclosures, consents, notices, renewal or price- change communications, cancellation mechanisms, refund rights, and other information or functionality required by applicable consumer-protection law in connection with the purchase, renewal, modification, or cancellation of a Subscription or other paid Service. Where applicable law requires a specific form, timing, method, or affirmative action for consent, renewal, cancellation, or price disclosure, Drytis will use that legally required form, timing, method, or action.

Customer may cancel a recurring Subscription through the cancellation mechanism made available by Drytis for the applicable purchase channel, without requiring Customer to use a materially more burdensome method than the method used to initiate the applicable recurring transaction, except to the extent a different procedure is required by applicable law.

Nothing in these Terms limits, waives, or excludes any non-waivable right or remedy available to a consumer under applicable law.

14.10. Fee Changes: Drytis may change Fees applicable to future Subscription Terms and future usage. Drytis will provide at least thirty (30) days' prior notice before a material increase in recurring Subscription Fees takes effect at renewal, unless a different notice period is required or permitted by applicable law. Customer may cancel renewal under Section 14.8 before the increase takes effect. Fee changes do not apply retroactively to Fees already paid or to prepaid Usage Credits during their stated validity period, except as required by law or to correct a manifest pricing error.

14.11. Non-Payment: If a payment fails or an amount remains unpaid when due, Drytis may, following notice and a reasonable opportunity to cure where practicable, retry the charge, decline further usage-based consumption, suspend access under Section 20.2, and, on continued non-payment, terminate under Section 20.5. Customer will reimburse Drytis for reasonable costs of collection, including reasonable attorneys' fees, incurred in recovering undisputed amounts past due.

14.12. Late Charges: Undisputed amounts not paid when due accrue interest from the due date at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law.

14.13. Taxes: Fees are exclusive of sales, use, value-added, goods-and-services, withholding, and similar taxes, duties, and assessments. Customer is responsible for all such amounts, other than taxes on Drytis's net income.

Where Customer is required to withhold any amount from a payment, Customer will gross up the payment so that Drytis receives the full amount otherwise due.

14.14. Billing Disputes: Customer will notify Drytis in writing of any good-faith dispute regarding an invoice or charge within thirty (30) days after the invoice or charge date, specifying the disputed amount and the basis for the dispute. The parties will work in good faith to resolve the dispute promptly. Customer will pay all undisputed amounts when due, and amounts not disputed within that period are deemed accepted.

14.15. Refunds: Except as expressly provided in these Terms or as required by applicable law, all Fees are non-refundable.

No credit or refund is available for unused Subscription time, unused Usage Credits, partially used Sessions, or usage attributable to Customer's configuration choices, prompts, or integrations.

15. PROPRIETARY RIGHTS; USAGE DATA; FEEDBACK

15.1. Drytis Technology: The Services embody substantial proprietary technology and know-how developed by Drytis and its licensors and are protected by intellectual-property and other law. Section 4.4 governs the allocation of rights in the Services as between the parties.

15.2. Trademarks: Neither party may use the other's name, logos, or trademarks without prior written consent, except that Drytis may identify Customer as a customer of the Services in customer lists and internal sales materials until Customer objects in writing.

15.3. Usage Data: Drytis may collect and use Usage Data to operate, secure, monitor, support, meter, troubleshoot, analyze, and improve the Services; to prevent fraud, abuse, and security incidents; to substantiate Fees; and for other legitimate business purposes. Drytis may create and use aggregated or de-identified information derived solely from operation of the Services and not from the substantive content of Workspace Content for analytics, benchmarking, capacity planning, research, and product development, provided that such information does not identify Customer, any Authorized User, or any end user, and does not disclose Workspace Content in identifiable form. Drytis will not attempt to re-identify de-identified information, except as applicable law permits for the purpose of testing the effectiveness of its de-identification measures. Nothing in this Section authorizes Model Training on Workspace Content, which is governed exclusively by Section 7.4.

15.4. Feedback: Customer may, but is not obliged to, provide suggestions, ideas, feature requests, evaluations, or other feedback regarding the Services. Customer grants Drytis a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and commercialize such feedback for any purpose without obligation of attribution, compensation, or confidentiality, provided that Drytis will not identify Customer as the source of feedback in public materials without consent, and provided further that feedback is not deemed to include Workspace Content or Customer Confidential Information.

15.5. No Implied Rights: Except as expressly stated, nothing in these Terms grants either party any right in or to the other party's intellectual property.

16. CONFIDENTIALITY

16.1. Definition

"Confidential Information": means non-public information disclosed by or on behalf of one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer's Confidential Information includes Workspace Content, Customer Personal Data, Engineer Session Data to the extent it reflects Workspace Content, and non-public information concerning Customer's business, applications, projects, users, and systems. Drytis's Confidential Information includes the non-public elements of the Services and Documentation, non-public pricing and commercial terms, security architecture and assessment materials, product roadmaps, and non-public technical information concerning Drytis technology.

16.2. Obligations: The Receiving Party will: (a) use Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms; (b) protect Confidential Information with at least reasonable care and no less care than it applies to its own information of like sensitivity; and (c) disclose Confidential Information only to those of its employees, contractors, Affiliates, Engineers, and service providers who need it for purposes consistent with these Terms and who are bound by written confidentiality obligations no less protective than this Section. Each party is responsible for its recipients' compliance with this Section.

16.3. Exclusions: Confidential Information does not include information the Receiving Party can demonstrate: (a) is or becomes publicly available other than through breach of these Terms; (b) was known to it without restriction before disclosure; (c) is independently developed without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without confidentiality obligation.

16.4. Compelled Disclosure: The Receiving Party may disclose Confidential Information to the extent required by applicable law, subpoena, court order, or governmental request, provided that, where legally permitted, it gives the Disclosing Party prompt written notice, discloses only what is required, and provides reasonable cooperation, at the Disclosing Party's expense, in seeking confidential treatment or a protective order.

16.5. Equitable Relief: Each party acknowledges that breach of this Section may cause harm for which monetary damages are an inadequate remedy, and that the Disclosing Party may seek injunctive or other equitable relief in accordance with Section 25.7 without the necessity of posting a bond.

16.6. Duration: The obligations in this Section apply during the term of these Terms and for five (5) years after their expiration or termination; provided that obligations with respect to information constituting a trade secret continue for so long as the information remains a trade secret under applicable law, and obligations with respect to Customer Personal Data continue as the DPA provides.

17. PRIVACY AND DATA PROTECTION

17.1. Governing Documents: Drytis's processing of Personal Data in connection with the Services is governed by the Privacy Policy and, with respect to Customer Personal Data, by the DPA.

17.2. Roles: With respect to Customer Personal Data contained in Workspace Content, Drytis acts as a processor or service provider and processes such data on Customer's documented instructions, which comprise these Terms, the DPA, and Customer's configuration and use of the Services. With respect to Account, registration, billing, authentication, security, support, and service-operation data, including Usage Data, Drytis acts as an independent controller or business and processes such data for its own operational purposes as the Privacy Policy describes.

17.3. Customer Obligations: Customer is responsible for: establishing and maintaining a lawful basis for the processing it instructs; providing the notices and obtaining the consents required for Workspace Content, Engineer access under Section 9.2, Session recording under Section 9.6, and integrations under Section 12.2 to be processed as contemplated by these Terms; responding to data-subject requests, including with the assistance the DPA provides; concluding any additional agreements its own compliance obligations require; and configuring the Services in a manner consistent with applicable data-protection law.

17.4. International Transfers: The Services are operated from, and Personal Data may be processed in and transferred to, the United States and other jurisdictions in which Drytis and its subprocessors operate. Drytis relies on the transfer mechanisms identified in the DPA, which may include standard contractual clauses and applicable adequacy determinations.

17.5. Regulated and Restricted Data: Customer will not upload to, process through, or generate within the Services any protected health information subject to HIPAA, cardholder data subject to PCI DSS, nonpublic personal information subject to GLBA, information subject to ITAR or EAR licensing requirements, government classified information, biometric identifiers, children's personal information subject to COPPA or comparable law, or other data subject to heightened statutory or regulatory obligations, unless Drytis has expressly designated the applicable Service as approved for that category of data and, where required, the parties have executed any additional agreement applicable to that category, including a business associate agreement.

Customer remains responsible for determining whether a particular category of data may lawfully be processed through the Services and for configuring and using the Services in accordance with applicable law and any applicable Drytis requirements. Customer bears responsibility for any data processed in breach of this Section.

17.6. Incident Notification: Drytis will notify Customer of a personal data breach affecting Customer Personal Data without undue delay after becoming aware of it and will provide the information and cooperation the DPA specifies.

Drytis's notification is not an acknowledgment of fault or liability.

18. SECURITY

18.1. Drytis Measures: Drytis will maintain administrative, technical, and organizational measures designed to protect the Services and Workspace Content against unauthorized access, use, alteration, disclosure, and loss, appropriate to the nature of the Services and the risks presented and will not materially degrade the overall protection those measures provide during the applicable Subscription Term or other period in which Customer is authorized to use the Services. Drytis may modify its security measures from time to time to address evolving risk and technology. Except as expressly stated in these Terms, the DPA, or an Order Form, Drytis makes no representation regarding compliance with any particular security framework, standard, certification, or audit report.

18.2. Shared Responsibility: Security of the Services is a shared responsibility. Drytis is responsible for the security of the platform and infrastructure it operates. Customer is responsible for the security of what Customer builds, configures, and deploys, including the security posture of Deployed Applications, the code Customer accepts into them, credential and secrets hygiene, access management under Section 3.4, integration scopes, and the security review contemplated by Section 6.2.

18.3. Cooperation: Each party will provide the other with reasonable cooperation in investigating and remediating a security incident affecting the Services or Workspace Content, including preserving relevant logs and providing relevant technical information, subject to legal privilege and to the protection of other customers' information.

18.4. Vulnerability Reporting: Customer will promptly report any suspected vulnerability in the Services to legal@drytis.com or through any security-reporting mechanism designated by Drytis. Customer will provide reasonably sufficient information to permit Drytis to investigate and remediate the vulnerability and will not publicly disclose the vulnerability, or exploit it beyond what is reasonably necessary to validate and report it, until Drytis has had a reasonable opportunity to remediate. Authorized security testing conducted in accordance with Section 5.2(c) is permitted notwithstanding the general testing restriction in that Section.

19. AVAILABILITY; CHANGES TO THE SERVICES; BETA FEATURES

19.1. Availability: Drytis will use commercially reasonable efforts to make the Services available but does not warrant uninterrupted or error-free operation. Except where an Order Form expressly incorporates a service-level commitment, the Services are provided without any uptime, latency, throughput, response-time, or resolution-time guarantee, and Section 22 applies.

19.2. Maintenance and Interruption: Drytis may interrupt or limit availability for scheduled or emergency maintenance, security response, capacity management, or to comply with a legal obligation or a third-party provider's requirement. Drytis will endeavor to conduct planned maintenance in a manner that limits disruption and, where practicable, to provide advance notice.

19.3. Changes to the Services: Drytis may modify, enhance, reconfigure, or discontinue all or part of the Services from time to time.

Where a change would materially discontinue or materially reduce core functionality of a paid Service, Drytis will use commercially reasonable efforts to provide at least thirty (30) days' advance notice, unless notice is not reasonably practicable because of a security incident, a legal requirement, action or discontinuation by a third-party service provider, abuse prevention, an urgent operational need, or a circumstance beyond Drytis's reasonable control. Drytis is not obligated to maintain any particular feature, integration, model, provider, endpoint, or version. If Drytis permanently discontinues a paid Service that Customer has prepaid, Drytis will refund the prepaid, unused portion of Fees allocable to the discontinued Service for the remainder of the then-current Subscription Term.

19.4. Beta Features: Drytis may make features designated as beta, preview, alpha, early access, or experimental available for evaluation. Such features are provided "as is" and "as available," may be unstable, incomplete, or materially altered before general release, are excluded from any availability, support, security, or indemnification commitment, and may be modified or withdrawn at any time without notice. Customer's use of a beta feature is voluntary, at Customer's sole risk, and should not be relied upon in production. Drytis's aggregate liability arising out of or relating to any beta feature is limited to the greater of amounts paid for that feature and one hundred United States dollars (US$100).

20. SUSPENSION; TERM; TERMINATION

20.1. Term: These Terms take effect on Customer's acceptance and continue until terminated in accordance with this Section. Each Subscription runs for its Subscription Term and renews as provided in Section 14.8.

20.2. Suspension: Drytis may suspend or restrict all or part of Customer's access to the Services, including a specific feature, Workspace, Deployed Application, API key, or Authorized User, where: (a) Customer materially breaches these Terms or the AUP; (b) an amount is past due under Section 14.11; (c) Drytis reasonably suspects unauthorized access, credential compromise, fraud, or abuse; (d) Customer's use presents a security, integrity, availability, or legal risk to the Services, Drytis, other customers, or third parties; (e) suspension is required to comply with applicable law, legal process, or a governmental or third-party provider directive; or (f) suspension is reasonably necessary to address an urgent operational condition.

20.3. Conduct of Suspension: Drytis will limit any suspension in scope and duration to what the relevant circumstance reasonably requires and will restore access promptly once the condition giving rise to suspension is resolved. Where practicable and not prohibited by law or inconsistent with the purpose of the suspension, Drytis will provide advance notice and an opportunity to cure. Suspension does not relieve Customer of its payment obligations for the suspended period, except where the suspension results from Drytis's error or breach.

20.4. Termination by Customer: Customer may terminate these Terms at any time by cancelling all Subscriptions in accordance with Section 14.8 and ceasing use of the Services, with effect at the end of the then-current billing period.

Customer may terminate immediately on written notice if Drytis materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice describing it.

20.5. Termination by Drytis: Drytis may terminate these Terms and close Customer's Account: (a) on written notice, if Customer materially breaches these Terms or the AUP and fails to cure the breach within thirty (30) days after notice, where the breach is capable of cure; (b) immediately, where the breach is incapable of cure or where Customer's conduct involves fraud, unlawful activity, infringement, a material security threat, a violation of Section 5.2 or Section 17.5, or repeated violations following notice; (c) immediately, where required by applicable law or legal process, or where continued provision would expose Drytis to material legal or regulatory risk; (d) on non-payment of an undisputed amount that remains outstanding for thirty (30) days after notice; (e) immediately, on Customer's insolvency, assignment for the benefit of creditors, or the appointment of a receiver or trustee not dismissed within sixty (60) days; or (f) on thirty (30) days' written notice for convenience, in which case Drytis will refund the prepaid, unused portion of Subscription Fees allocable to the terminated remainder of the then-current Subscription Term.

20.6. Effect of Termination: On expiration or termination: (a) all rights granted to Customer under Section 4.2 and Section 13.1 terminate immediately, and Customer will cease all access to and use of the Services; (b) all Fees accrued through the effective date, including Usage Charges and any Direct Engagement Fee then payable, become immediately due; (c) except as otherwise required by applicable law, upon expiration or termination of these Terms, any unused Usage Credits will be cancelled and will not be refundable or redeemable for cash, unless Drytis expressly provides otherwise. This provision does not apply to the extent applicable law requires Drytis to refund, redeem, replace, or otherwise preserve the value of unused Usage Credits. Where Drytis terminates these Terms for reasons other than Customer's breach, violation of the AUP, fraud, abuse, or non-payment, Drytis may, in its discretion and subject to applicable law, provide a refund or account credit for unused purchased Usage Credits; (d) the license granted in Section 7.2 terminates, except to the limited extent necessary to permit the export, retention, and other activities expressly permitted under Section 20.7;; and (e) Deployed Applications hosted by Drytis will cease to be served.

20.7. Export and Deletion: For thirty (30) days after the effective date of expiration or termination, Drytis will make Workspace Content available for export using the export functionality then available in the Services, in commonly used formats where the Services support them, subject to applicable security, legal, and technical constraints.

Where Drytis terminates these Terms under Section 20.5(b) for fraud, unlawful activity, infringement, a material security threat, a violation of Section 5.2 or Section 17.5, or repeated violations following notice, Drytis may restrict or suspend access to the Workspace during the applicable export period and may require export to be performed through a supervised or otherwise controlled process. Except where prohibited by applicable law, court order, or where Drytis reasonably determines that continued access would materially facilitate fraud, unlawful conduct, infringement, a material security threat, or unauthorized access to another person's data or systems, Customer will nevertheless receive at least seven (7) days after notice of termination to export its Workspace Content.

Customer is solely responsible for exporting, within the applicable period, all source code, configuration, assets, database contents, deployment materials, and other information it wishes to retain.

After the applicable export period, Drytis may delete Workspace Content from active systems; backup and disaster-recovery copies may persist until deleted or overwritten in the ordinary course of Drytis's retention practices. Drytis may retain information for so long as required by applicable law or reasonably necessary to comply with legal obligations, resolve disputes, enforce these Terms, or protect the security and integrity of the Services.

20.8. Survival: Sections 1.5, 2, 4.3, 4.4, 5.3, 6, 7.3, 7.4, 7.1, 8.2, 8.3, 8.4, 9.5, 10, 11.1, 11.2, 13.2, 14 (with respect to amounts accrued before termination), 15, 16, 17.5, 20.6, 20.7, 20.8, 21, 22, 23, 25, 26, and 27, together with any other provision that by its nature is intended to survive, survive expiration or termination of these Terms.

For the avoidance of doubt, Section 7.4 survives termination for so long as Drytis or any of its subprocessors or third-party model providers retains Workspace Content or any backup, disaster-recovery copy, or other retained copy of Workspace Content, except to the extent Customer expressly authorized Model Training under Section 7.4 before termination.

21. INDEMNIFICATION

21.1. Customer Indemnity: Customer will defend Drytis, its Affiliates, and their respective officers, directors, employees, Engineers, and agents against any claim, demand, action, or proceeding brought by a third party, and will indemnify and hold them harmless from resulting damages, liabilities, losses, settlements, penalties, costs, and reasonable attorneys' fees, in each case arising out of or relating to: (a) Workspace Content, including any allegation that Workspace Content infringes, misappropriates, or violates a third party's intellectual- property, privacy, publicity, or other rights; (b) any Deployed Application, including its content, functionality, operation, security, availability, or use by end users, and any claim asserted by an end user; (c) Customer's use of the Services in violation of these Terms, the AUP, the Documentation, or applicable law; (d) Customer's failure to obtain or maintain the rights, permissions, consents, or licenses required under Section 6.1, Section 9.2, or Section 17.3; (e) Customer's use or deployment of Generated Output, including modifications Customer makes to it, the manner in which Customer incorporates it, and Customer's failure to perform the review contemplated by Section 6.2; (f) use of the Services in a manner prohibited by Section 5.3 or the presence of data prohibited by Section 17.5; or (g) any tax, employment, worker-classification, benefits, or wage-and-hour claim arising from Customer's engagement of an Engineer under Section 10.

21.2. Drytis Indemnity: Drytis will defend Customer against any third-party claim alleging that Customer's authorized use of the Services in accordance with these Terms and the Documentation directly infringes a United States patent, copyright, or trademark, or misappropriates a trade secret, and will indemnify Customer for damages, costs, and reasonable attorneys' fees finally awarded against Customer or agreed by Drytis in settlement of such claim.

21.3. Exclusions: Drytis's obligations under Section 21.2 do not apply to a claim arising out of or relating to: (a) Workspace Content, Customer's prompts or instructions, Generated Output, or Customer's modifications to any of the foregoing; (b) use of the Services in breach of these Terms, the AUP, the Documentation, or applicable law; (c) combination or use of the Services with products, services, software, data, or materials not provided by Drytis, where the claim would not have arisen but for the combination; (d) continued use of a version or configuration of the Services after Drytis has made a non-infringing update, replacement, or configuration available at no additional cost; (e) third-party services, third-party model providers, or open-source software; (f) beta features; or (g) modifications to the Services made by or at the direction of anyone other than Drytis.

21.4. Mitigation and Exclusive Remedy: If the Services become, or in Drytis's reasonable judgment are likely to become, the subject of a claim within Section 21.2, Drytis may, at its option and expense: (a) procure the right for Customer to continue using the affected Services; (b) modify or replace the affected Services with functionality that is substantially equivalent and non-infringing; or (c) terminate the affected Services on notice and refund the prepaid, unused Fees allocable to them. Section 21.2 together with this Section states Customer's sole and exclusive remedy, and Drytis's entire liability, in respect of any claim of infringement or misappropriation relating to the Services.

21.5. Limited-Service Warranty: Drytis warrants that, during the applicable Subscription Term, it will perform the Services with reasonable skill and care and that the Services will materially conform to the applicable Documentation. Customer's exclusive remedy, and Drytis's sole liability, for breach of this warranty is for Drytis to reperform the affected Services or, if Drytis reasonably determines that reperformance is not commercially practicable, refund the prepaid, unused Fees allocable to the affected Services for the period in which the Services failed to conform. This warranty does not apply to free, beta, preview, alpha, experimental, or evaluation Services, or to any failure caused by Customer's use of the Services contrary to these Terms, the Documentation, or Drytis's instructions.

21.6. Procedure: The party seeking indemnification will promptly notify the indemnifying party of the claim in writing; provided that a delay in notice relieves the indemnifying party of its obligations only to the extent it is materially prejudiced by the delay. The indemnifying party will have sole control of the defense and settlement of the claim, except that it may not enter into a settlement that admits liability on the part of, imposes a non-monetary obligation on, or otherwise materially prejudices the indemnified party without that party's prior written consent, which will not be unreasonably withheld. The indemnified party will provide reasonable cooperation at the indemnifying party's expense and may participate in the defense at its own expense with counsel of its choosing.

22. DISCLAIMERS

22.1. General Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES, THE ENGINEER SERVICES, THE GENERATED OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DRYTIS, ITS AFFILIATES, LICENSORS, ENGINEERS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, SYSTEM INTEGRATION, OR UNINTERRUPTED OR ERROR-FREE OPERATION.

22.2. AI and Service Disclaimer: WITHOUT LIMITING SECTION 22.1, DRYTIS DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT; THAT ACCESS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR OR LOSS; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES OR ANY DEPLOYED APPLICATION WILL BE FREE OF VULNERABILITIES OR THAT SECURITY CONTROLS WILL BE UNCIRCUMVENTABLE; OR THAT GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, SECURE, FUNCTIONAL, ORIGINAL, NON-INFRINGING, COMPLIANT WITH ANY LAW OR STANDARD, OR SUITABLE FOR PRODUCTION USE.

22.3. Professional Advice: DRYTIS DOES NOT PROVIDE LEGAL, REGULATORY, TAX, ACCOUNTING, MEDICAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE, AND NEITHER THE SERVICES NOR THE ENGINEER SERVICES CONSTITUTE SUCH ADVICE OR A SECURITY, COMPLIANCE, OR ACCESSIBILITY AUDIT, CERTIFICATION, OR ATTESTATION. CUSTOMER IS RESPONSIBLE FOR OBTAINING QUALIFIED PROFESSIONAL ADVICE WHERE ITS CIRCUMSTANCES REQUIRE IT.

22.4. Non-Waivable Warranties: NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DRYTIS, AN ENGINEER, OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES; TO THE EXTENT AN EXCLUSION IN THIS SECTION IS UNENFORCEABLE, IT APPLIES TO THE MAXIMUM EXTENT PERMITTED, AND ANY WARRANTY THAT CANNOT LAWFULLY BE EXCLUDED IS LIMITED IN DURATION TO THIRTY (30) DAYS FROM FIRST USE OF THE APPLICABLE SERVICE.

23. LIMITATION OF LIABILITY

23.1. Exclusion of Certain Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER DRYTIS NOR ITS AFFILIATES, LICENSORS, ENGINEERS, OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, ANTICIPATED SAVINGS, BUSINESS, GOODWILL, REPUTATION, OR OPPORTUNITY, ANY LOSS, CORRUPTION, OR INACCESSIBILITY OF DATA OR CODE, ANY BUSINESS INTERRUPTION, OR ANY COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, AND WHETHER OR NOT DRYTIS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

23.2. Aggregate Cap: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF DRYTIS AND ITS AFFILIATES, LICENSORS, ENGINEERS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO DRYTIS FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; AND (B) ONE HUNDRED UNITED STATES DOLLARS (US$100).

23.3. Allocation of AI and Third-Party Risk: WITHOUT LIMITING SECTIONS 23.1 AND 23.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DRYTIS HAS NO LIABILITY ARISING OUT OF OR RELATING TO: THE CONTENT, ACCURACY, SECURITY, ORIGINALITY, OR FITNESS OF GENERATED OUTPUT, OR CUSTOMER'S RELIANCE ON IT; THE OPERATION, SECURITY, OR FAILURE OF ANY DEPLOYED APPLICATION; THE ACTS, OMISSIONS, AVAILABILITY, PRICING, OR DISCONTINUATION OF ANY THIRD-PARTY SERVICE OR THIRD-PARTY MODEL PROVIDER; OPEN-SOURCE SOFTWARE OR ITS LICENSE OBLIGATIONS; ANY BETA FEATURE, SUBJECT TO SECTION 19.4; OR CUSTOMER'S USE OF THE SERVICES IN BREACH OF SECTION 5.3 OR SECTION 17.5.

23.4. Carve-Outs: The limitations in Sections 23.1 and 23.2 do not apply to: (a) Customer's obligation to pay Fees when due, including under Section 10.9 and Section 14; (b) Customer's indemnification obligations under Section 21.1; (c) either party's liability for fraud, fraudulent misrepresentation, or willful misconduct; (d) either party's misappropriation or infringement of the other's intellectual-property rights; or (e) any liability that cannot lawfully be excluded or limited. Drytis's indemnification obligation under Section 21.2 is subject to the cap in Section 23.2. The limitations in Sections 23.1 through 23.3 operate in favor of Drytis alone and do not limit Customer's payment obligations, Customer's obligations under Section 21.1, or Customer's liability for breach of these Terms.

23.5. Non-Waivable Liability: Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law, including liability for death or personal injury caused by negligence where it cannot lawfully be limited.

23.6. Basis of the Bargain: The parties acknowledge that the Fees reflect the allocation of risk in Sections 22 and 23, that these provisions are an essential basis of the bargain between them, and that they apply notwithstanding the failure of any limited remedy of its essential purpose.

23.7. Limitation Period: To the extent permitted by applicable law, no claim arising out of or relating to these Terms or the Services may be brought more than one (1) year after the claim accrued, other than a claim for non- payment.

24. COPYRIGHT COMPLAINTS

24.1. Notices: Drytis respects the intellectual-property rights of others and expects the same of those who use the Services. A person who believes that material accessible through the Services infringes their copyright may submit a written notice to Drytis's at legal@drytis.com identifying the copyrighted work claimed to be infringed; identifying the material claimed to be infringing with sufficient particularity to permit Drytis to locate it; providing the notifying party's contact information; stating that the notifying party has a good-faith belief that the use is not authorized by the copyright owner, its agent, or law; stating, under penalty of perjury, that the information in the notice is accurate and that the notifying party is authorized to act on the owner's behalf; and bearing the notifying party's physical or electronic signature.

24.2. Response: On receipt of a compliant notice, Drytis may take the action it determines appropriate under applicable law, including removing or disabling access to the identified material and notifying the affected user.

Drytis may restore access on receipt of a valid counternotification or as applicable law otherwise permits or requires.

24.3. Counter-Notification: A user whose material has been removed may submit a counternotification containing the information applicable law requires, sent to the address in Section 24.1.

24.4. Repeat Infringers: Drytis may terminate or restrict the access of any user Drytis determines to be a repeat infringer, in appropriate circumstances and in its discretion.

25. DISPUTE RESOLUTION; GOVERNING LAW

25.1. Governing Law: These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between the parties will be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to its conflict-of-laws principles.

25.2. Informal Resolution: Before initiating arbitration or litigation, the party asserting a dispute will send the other written notice describing the dispute, the relevant facts, and the relief sought, and the parties will attempt in good faith to resolve it, including through discussion between individuals with authority to settle. If the dispute is not resolved within thirty (30) days after that notice is received, either party may proceed under Section 25.3.

The limitation period in Section 23.7 is tolled during this period.

25.3. Binding Arbitration: Except as Sections 25.5, 25.7, and 25.8 provide, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between Customer and Drytis will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”).

a) If Customer is an individual consumer purchasing or using the Services primarily for personal, family, or household purposes, the arbitration will be administered under the AAA Consumer Arbitration Rules then in effect, except to the extent those rules conflict with applicable non-waivable law. This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16, to the maximum extent applicable, notwithstanding the choice of Nevada law in Section 25.1.

b) For all other Customers and disputes, the arbitration will be administered under the AAA Commercial Arbitration Rules then in effect.

c) The arbitration will be conducted before a single arbitrator and, unless the parties agree otherwise or the arbitrator determines that an in-person hearing is necessary, will be conducted remotely by videoconference, telephone, or other appropriate electronic means.

d) The arbitrator will have authority to determine questions concerning the interpretation, applicability, enforceability, and formation of these Terms and the arbitration agreement, except that a court of competent jurisdiction will determine the enforceability of the class-action waiver in Section 25.4 and any question that applicable law requires to be determined by a court.

e) The arbitrator may award any individual relief that would be available to Customer or Drytis in an individual action in court under applicable law, subject to the limitations and exclusions in Sections 22 and 23 and any non-waivable rights under applicable law.

f) Judgment on any arbitration award may be entered in any court of competent jurisdiction.

25.4. Class Action Waiver: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND DRYTIS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THAT PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

THE ARBITRATOR MAY NOT PRESIDE OVER ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING OR AWARD RELIEF TO ANY PERSON OTHER THAN THE INDIVIDUAL PARTY TO THE ARBITRATION, EXCEPT TO THE EXTENT APPLICABLE LAW EXPRESSLY REQUIRES OTHERWISE. Nothing in this Section prevents the parties from participating in coordinated, batched, or administratively consolidated proceedings to the extent permitted by the applicable AAA rules or applicable law, provided that each claim remains individually arbitrated and no class, collective, or representative proceeding is created. If any portion of this Section is held unenforceable as to a particular claim or remedy, that claim or remedy will proceed in a court of competent jurisdiction to the extent required by applicable law, and the remainder of this Section and Section 25.3 will remain in effect to the maximum extent permitted by law.

25.5. Mass Arbitration and Coordinated Proceedings.

If twenty-five (25) or more substantially similar arbitration demands are filed against Drytis or Customer, or are coordinated by the same or related counsel or representative, the parties agree that the proceedings may be administered as mass arbitrations or otherwise coordinated in accordance with the applicable AAA mass-arbitration procedures or other procedures directed by the AAA.

To the extent permitted by applicable law and the applicable AAA rules, the parties agree that such proceedings may be grouped into batches for efficient administration, including for purposes of preliminary case-management proceedings, selection of representative or bellwether matters, scheduling, mediation, and resolution.

Each claimant will retain an individual claim and will not be deemed to have participated in a class, collective, or representative proceeding solely because claims are administered in batches or through coordinated procedures.

Nothing in this Section requires Customer to pay any arbitration fee or cost that applicable law or the applicable AAA rules require Drytis to pay, and nothing in this Section limits any non-waivable consumer right concerning arbitration fees, costs, venue, procedure, or access to a forum.

25.6. Small Claims: Either party may bring a qualifying claim in small claims court, provided that the claim is eligible for that court, is brought on an individual basis, and remains in that forum. The filing of a small-claims action will not waive or otherwise affect any other rights or obligations under these Terms.

25.7. Equitable Relief: Notwithstanding Section 25.3, either party may seek temporary or preliminary injunctive or other equitable relief in a court of competent jurisdiction to prevent or restrain actual or threatened infringement or misappropriation of intellectual property, breach of Section 16, or unauthorized access to the Services or a party's systems, without first proceeding under Section 25.2, to the extent permitted by applicable law.

25.8. Judicial Forum: To the extent a dispute is not subject to arbitration under these Terms, or where a party seeks judicial relief that is permitted to be brought in court, the parties consent to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada, and waive any objection based on inconvenient forum or lack of personal jurisdiction, to the extent permitted by applicable law and subject to any non-waivable rights applicable to Customer.

25.9. Opt-Out: CUSTOMER MAY OPT OUT OF THE AGREEMENT TO ARBITRATE AND THE CLASS, COLLECTIVE, AND REPRESENTATIVE ACTION WAIVER IN SECTIONS 25.3 AND 25.4 BY PROVIDING WRITTEN NOTICE TO DRYTIS WITHIN THIRTY (30) DAYS AFTER CUSTOMER'S FIRST ACCEPTANCE OF THESE TERMS.

The opt-out notice must identify Customer by name and Account email address and clearly state that Customer elects to opt out of the arbitration agreement and class, collective, and representative action waiver. Notice must be sent to the contact address specified in Section 26.1, or through any other opt-out mechanism expressly provided by Drytis at the time Customer accepts these Terms.

An effective opt-out will not affect any other provision of these Terms. A Customer who properly opts out may pursue a qualifying dispute in a court of competent jurisdiction, subject to applicable law and Section 25.8.

Drytis will not require Customer to provide any explanation or justification for exercising the opt-out right.

25.10. Non-Waivable Consumer Rights.

Nothing in Sections 25.3 through 25.9 prevents Customer from exercising any right or pursuing any claim that applicable law prohibits the parties from waiving or requires to remain available in a particular forum or procedure. To the extent any provision of this Section conflicts with a non-waivable requirement of applicable consumer-protection or arbitration law, that requirement will control and the affected provision will be enforced to the maximum extent permitted by law.

25.11. Jury Trial Waiver: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE THAT PROCEEDS IN COURT.

26. NOTICES; ELECTRONIC COMMUNICATIONS

26.1. Notices to Drytis: Legal notices to Drytis must be in writing and sent to legal@drytis.com and, where notice by mail is required, to Drytis, Inc., 1985 Riviera Dr, Ste 103 - 1033, Mount Pleasant, SC 29464, United States, Attn: Legal. Notice will be effective upon actual receipt.

26.2. Notices to Customer: Drytis may give notice to Customer by email to the Account email address, by posting within the Services, or by any other method reasonably calculated to reach Customer. Notice is effective when sent or posted. Customer is responsible for maintaining a current and monitored Account email address.

26.3. Electronic Communications and Signature: Customer consents to receive agreements, notices, disclosures, invoices, and other records from Drytis in electronic form, and agrees that electronic delivery satisfies any legal requirement that a communication be in writing, to the extent permitted by applicable law. Clicking "Accept," signing electronically, or using the Services constitutes Customer's electronic signature to the extent permitted by applicable law and has the same legal effect as a handwritten signature. Customer may withdraw consent to electronic records by terminating these Terms in accordance with Section 20.4; provided that withdrawal does not affect the validity of records or transactions completed before withdrawal.

26.4. Records: Drytis retains records of acceptance of these Terms, Subscription purchases, and billing transactions.

Copies are available on request to legal@drytis.com.

27. GENERAL PROVISIONS

27.1. Entire Agreement.

These Terms, together with the documents identified in Section 1.4, constitute the entire agreement of the parties with respect to the Services and supersede all prior and contemporaneous agreements, proposals, representations, and understandings on that subject. Neither party has relied on any statement not expressly set out in these Terms. Any purchase order, vendor portal terms, or other Customer-issued document is of no effect, and any additional or conflicting term in it is rejected, notwithstanding Drytis's acceptance of payment or performance.

27.2. Assignment: Customer may not assign, delegate, or otherwise transfer these Terms or any right or obligation under them, whether by operation of law, change of control, or otherwise, without Drytis's prior written consent, except that Customer may assign these Terms without consent to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assets or business to which these Terms relate, provided that the assignee assumes all obligations under these Terms and the assignment does not materially increase Drytis's obligations or materially diminish Customer's obligations.

Drytis may assign these Terms without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all its assets, or to an Affiliate, provided the assignment does not materially diminish Customer's rights. Any attempted transfer in breach of this Section is void. These Terms bind and benefit the parties’ permitted successors and assigns.

27.3. Independent Contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship, and neither party may bind the other.

27.4. No Third-Party Beneficiaries: Except as Section 21 expressly provides in respect of the indemnified parties named there, these Terms confer no right or remedy on any person other than the parties and their permitted successors and assigns.

27.5. Severability: If any provision of these Terms is held invalid, illegal, or unenforceable, it will be enforced to the maximum extent permissible and, where that is not possible, severed, and the remaining provisions will continue in full force and effect, except as Section 25.4 otherwise provides.

27.6. Waiver: No failure or delay in exercising a right or remedy operates as a waiver of it, and no single or partial exercise precludes further exercise. A waiver is effective only if in writing and signed by the waiving party.

27.7. Force Majeure: Neither party is liable for a delay or failure in performance, other than a payment obligation, caused by an event beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, terrorism, labor action, governmental action, failure of the internet or of telecommunications, power, or cloud- infrastructure providers, denial-of-service attack, or widespread outage. The affected party will use reasonable efforts to mitigate and resume performance.

27.8. Export Controls and Sanctions: Customer will comply with all applicable export-control, import, and economic-sanctions laws, and will not export, re-export, or make the Services or Generated Output available to any prohibited person, entity, or destination, or for any prohibited end use, including in connection with weapons of mass destruction or unauthorized military or intelligence end uses.

27.9. Government Users: If Customer is an agency or instrumentality of the United States government, the Services are commercial computer software and commercial computer software documentation, and the government's rights are limited to those granted in these Terms in accordance with FAR 12.212 and DFARS 227.7202, as applicable.

27.10. Interpretation: These Terms are the product of negotiation between the parties, and no rule of construction requiring interpretation against the drafting party applies. References to a statute or regulation include its successors and implementing measures. Where a period is expressed in days, it means calendar days unless stated otherwise.

27.11. Language: These Terms are executed in the English language, which governs in the event of any conflict with a translation provided for convenience.

CONTACT INFORMATION

Questions concerning these Terms may be directed to: Drytis, Inc. 1985 Riviera Dr Ste 103 - 1033, Mount Pleasant, SC 29464, United States Email: legal@drytis.com