Master Services Agreement

Last Updated: July 24, 2026

Please read these Terms of Service (these "Terms") carefully. These Terms govern Guardian Paths' provision of software and services, and Customer's (as defined below) use thereof, as set forth in an Order Form (as defined below) executed between Guardian Paths ("Guardian Paths" or "we") and Customer.

TOGETHER, THESE TERMS AND ANY ORDER FORM(S) CONSTITUTE THE "AGREEMENT." THE AGREEMENT IS EFFECTIVE AS OF THE ORDER FORM EFFECTIVE DATE (AS DEFINED AND SET FORTH IN THE INITIAL ORDER FORM). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE ORDER FORM.

BY EXECUTING AN ORDER FORM THAT INCORPORATES THESE TERMS BY REFERENCE AND/OR OTHERWISE USING THE SERVICES, THE INDIVIDUAL OR ENTITY OBTAINING THE RIGHT TO ACCESS SUCH SERVICES ("CUSTOMER" or "YOU") IS AGREEING TO BE BOUND BY AND IS A PARTY TO THIS AGREEMENT. IF THE INDIVIDUAL SIGNING THE ORDER FORM FOR CUSTOMER IS SIGNING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

CERTAIN ASPECTS OF THE SERVICES ARE PROVIDED WITH OR OTHERWISE COMPATIBLE WITH CERTAIN SERVICES OWNED OR CONTROLLED BY THIRD PARTIES. YOUR USE OF THOSE

THIRD-PARTY SERVICES WILL BE GOVERNED BY THOSE LICENSES, AND NOT THIS AGREEMENT.

WE MAY AT OUR SOLE DISCRETION CHANGE, ADD, OR DELETE PORTIONS OF THIS AGREEMENT AT ANY TIME ON A GOING-FORWARD BASIS. IT IS YOUR RESPONSIBILITY TO CHECK THIS AGREEMENT FOR CHANGES PRIOR TO USE OF THE SERVICES, AND IN ANY EVENT YOUR CONTINUED USE OF THE SERVICES FOLLOWING THE POSTING OF CHANGES TO THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF ANY CHANGES. WE WILL NOTIFY YOU OF ANY SUCH MATERIAL CHANGES BY POSTING NOTICE OF THE CHANGES ON THE SERVICES, AND/OR, IN OUR SOLE DISCRETION, BY EMAIL.

YOU MAY NOT ACCESS THE SERVICES IF YOU ARE A DIRECT COMPETITOR OF GUARDIAN PATHS, EXCEPT WITH GUARDIAN PATHS' PRIOR WRITTEN CONSENT. IN ADDITION, YOU MAY NOT ACCESS THE SERVICES FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

1. Definitions

Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.

"Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Guardian Paths Solution.

“AI Outputs” means any text, images, suggestions or other content generated by an artificial intelligence (“AI”) or machine learning technology feature or functionality incorporated into or available as part of Guardian Paths Solution and Professional Services.

"Applicable Laws" means any applicable US state laws, regulations, orders, or judgments issued by a governmental authority including, but not limited to, i) those that govern the privacy, security, confidentiality, protection, Processing or transfer of Personal Data including, but not limited to, applicable laws and regulations governing law enforcement agencies and criminal justice information, and ii) those that govern Regulated Activities.

"Authorized User" means each of Customer's employees, agents, and independent contractors who are authorized to access the Guardian Paths Solution pursuant to Customer's rights under this Agreement.

"Customer Content" means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services.

"Documentation" means the technical materials provided by Guardian Paths to Customer, if any, in hard copy or electronic form describing the use and operation of the Guardian Paths Solution.

"Guardian Paths Solution" means the comprehensive officer lifecycle management software platform for law enforcement agencies identified in any Order Form that allows Authorized Users to access features and functions including but not limited to recruiting pipeline management, applicant communications, training and certification tracking, field training tracking, career mapping, promotion eligibility planning, retention analytics, reporting, the Guardian Support officer wellness application, and other workforce management tools through a web interface or mobile application.

"Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

"Licensed Material" means results, reports, materials and documentation made available to Customer as part of the Services.

"Order Form" means an order form that is signed by both parties and references this Agreement.

"Personal Data" means any Customer Content, whether in electronic or paper-based form that constitutes "personal data," "personal information," or "personally identifiable information" or similar information governed by Applicable Laws. For clarity, Personal Data does not include information pertaining to Customer's business contacts and/or representatives who are Customer personnel where Guardian Paths has determined what information to collect and for what purposes.

"Processing" (including "Process", "Processes", "Processed", and other variants of the term) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.

"Professional Services" means professional services provided by Guardian Paths to Customer as described in any Order Form (as may be further elaborated in any SOW), including services relating to the Guardian Paths Solution and support, implementation, training, integration support, and on-boarding thereof.

“Regulated Activities” means any activity, which, to be undertaken, requires a medical, clinical, counseling, or other professional license including, but not limited to, the provision of medical, mental health, or other clinical services.

"Services" means any services provided by Guardian Paths to Customer under this Agreement as set forth in an Order Form, including, but not limited to, provision of the Guardian Paths Solution and Professional Services.

2. Provision Of Services

2.1 Access

Subject to Customer's payment of the fees set forth in the Order Form ("Fees"), Guardian Paths will provide Customer with access to the Guardian Paths Solution via a web browser. On or as soon as reasonably practicable after the Commencement Date, Guardian Paths will provide to Customer the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Customer and its Authorized Users to access the Guardian Paths Solution in accordance with the Access Protocols; provided that nothing herein will be construed to require Guardian Paths to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the Guardian Paths Solution from the Internet.

2.2 Support Services

Subject to the terms and conditions of this Agreement, Guardian Paths will exercise commercially reasonable efforts to

(a) provide support for the use of the Guardian Paths Solution to Customer, and (b) keep the Guardian Paths Solution operational and available to Customer, in each case in accordance with its then-current standard policies and procedures.

3. Intellectual Property

3.1 License Grant

Subject to the terms and conditions of this Agreement, Guardian Paths grants to Customer a non-exclusive,

non-transferable (except as permitted under Section 13.5 (No Assignment)) license during the Term (as defined below), solely for Customer's internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access and use the Guardian Paths Solution and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer's use of the Guardian Paths Solution. Customer may permit any Authorized Users to access and use the features and functions of the Guardian Paths Solution as contemplated by this Agreement; provided Customer will be solely responsible for all acts or omissions of its Authorized Users with respect to the use of the Guardian Paths Solution.

3.2 Restrictions

Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Guardian Paths Solution, Licensed Material or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Guardian Paths Solution, Licensed Material or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Guardian Paths Solution or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Guardian Paths Solution, except as permitted by law; (e) interfere in any manner with the operation of the Guardian Paths Solution or the hardware and network used to operate the Guardian Paths Solution; (f) modify, copy or make derivative works based on any part of the Guardian Paths Solution or Documentation; (g) access or use the Guardian Paths Solution to build a similar or competitive product or service; (h) attempt to access the Guardian Paths Solution through any unapproved interface; or (i) otherwise use the Guardian Paths Solution, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under Section 3 (License Grant) or in a manner inconsistent with Applicable Law, the Documentation, or this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Guardian Paths or its licensors on the Licensed Material or any copies thereof.

3.3 Ownership

The Guardian Paths Solution, Licensed Materials and Documentation, and all enhancements and improvements thereto, and worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Guardian Paths and its suppliers. All rights in and to the Guardian Paths Solution and Documentation not expressly granted to Customer in this Agreement are reserved by Guardian Paths and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Guardian Paths Solution, Documentation, or any part thereof.

3.4 License to Licensed Material

Subject to the terms and conditions of this Agreement, Guardian Paths grants Customer a perpetual, royalty-free, fully-paid, nonexclusive, non-transferable (except as permitted under Section 13.5 (No Assignment)),

non-sublicensable license to use the Licensed Material solely for Customer's internal business purposes.

3.5 Open Source Software

Certain items of software may be provided to Customer with the Guardian Paths Solution and are subject to "open source" or "free software" licenses ("Open Source Software"). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 3.3 (Ownership) or 11 (Indemnification). Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer's rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Guardian Paths makes such Open Source Software, and Guardian Paths' modifications to that Open Source Software, available by written request at the notice address specified below.

3.6 Feedback

Customer hereby grants to Guardian Paths a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services. Guardian Paths will not identify Customer as the source of any such feedback.

3.7 Website Deliverables and Hosted Materials

Website Creation and Hosting. As part of the Services, Guardian Paths may design, build, or host websites, landing pages, or other online assets (“Hosted Sites”) for Customer’s use. Prior to use, Customer agrees to review and confirm all content of such Hosted Sites are compliant with all Applicable Laws. All Hosted Sites are provided to Customer under a subscription license during the Term and are not sold or assigned to Customer. Customer represents and warrants that (i) it has the authority to authorize Guardian Paths to design, build, or host websites, landing pages, or other online assets on Customer’s behalf; (ii) the Hosted Sites and any content, data, or materials provided by Customer for incorporation therein do not and will not infringe, misappropriate, or violate any third party's intellectual property, privacy, or other rights; (iii) Customer's use of the Hosted Sites shall at all times comply with all Applicable L. Customer Privacy Policy shall also accurately describe Guardian Paths Services under Applicable Laws and under the Data Processing Addendum, if applicable, and include a notice that Guardian Paths collects and process personal data on Customer behalf for the purposes described in this Agreement. Customer acknowledges that Guardian Paths' ability to provide the Hosted Sites is contingent upon Customer's ongoing compliance with this Agreement, and Guardian Paths reserves the right to suspend or terminate access to any Hosted Sites immediately upon Customer's material breach of this Section or any Applicable Law.

Privacy Policy. Without limiting the foregoing, in compliance with Applicable Laws and this Agreement, Customer shall post and maintain a privacy policy on Customer’s Hosted Sites that governs Customer’s data collection, use, disclosure, and retention practices (the “Customer Privacy Policy”). Guardian Paths may offer a sample template privacy policy that Customer may adopt, customize, or use as a reference in drafting Customer Privacy Policy; however, any such sample or template documents are provided solely for informational purposes and do not constitute, and should not be considered or relied upon as legal advice or legal documentation. Guardian Paths makes no representations or warranties of any kind, express or implied, with respect to any sample or template privacy policy, including without limitation any warranty of fitness for a particular purpose, legal sufficiency, or regulatory compliance. Prior to any use of any Customer Privacy Policy, Customer agrees to review and confirm that the content of the Customer Privacy Policy is compliant with all Applicable Laws.

Customer understands and agrees that customer is solely responsible for compliance with all Applicable Laws. Guardian Paths does not represent or warrant that any sample privacy policy will satisfy all of Customer’s legal obligations under Applicable Laws. Guardian Paths has no obligation to update any sample privacy policy to reflect changes in laws, rules, regulations, best practices, or other requirements. Customer remains solely responsible for (i) compliance with Applicable Laws, (ii) the content, accuracy, and implementation of the Customer Privacy Policy, and (iii) compliance with the terms of any privacy policy posted on Customer’s Hosted Sites. Without limiting Sections 8 or 9 below, to the maximum extent permitted by law, Guardian Paths shall have no liability to Customer or any third party arising out of or relating to (a) Customer's failure to maintain a compliant Customer Privacy Policy, (b) any regulatory action, fine, or claim arising from Customer's data collection, processing, or disclosure practices, (c) Customer's reliance on any sample or template privacy policy provided by Guardian Paths, or (d) Customer’s failure to comply with Applicable Laws. Customer shall indemnify, defend, and hold harmless Guardian Paths and its officers, directors, employees, and agents from and against any claims, damages, losses, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or relating to Customer's breach of this Section or Customer's failure to comply with Applicable Laws.

Ownership. Guardian Paths retains all right, title, and interest (including all Intellectual Property Rights) in and to any Hosted Sites, website templates, layouts, code, scripts, text, graphics, or other materials created or provided by Guardian Paths in connection with the Services, including any modifications or derivative works thereof. Customer’s rights are limited to accessing and using the Hosted Sites during the active subscription term in accordance with this Agreement.

Termination and Access. Upon termination or expiration of this Agreement, Customer’s right to access or use any Hosted Sites immediately ceases. Guardian Paths has no obligation to provide Customer with design files, source code, or other materials associated with the Hosted Sites, unless expressly stated in an Order Form.

Customer Content. Notwithstanding the foregoing, any content, data, or materials uploaded or provided by Customer (e.g., logos, agent bios, or policy text) remain Customer’s property, and Guardian Paths grants Customer a limited license to retrieve such content within twenty (20) days of termination.

4. Fees And Expenses; Payments

4.1 Fees

In consideration for the access rights granted to Customer and the Services performed by Guardian Paths under this Agreement, Customer will pay to Guardian Paths the Fees. Except as otherwise provided in the Order Form, all Fees are billed monthly and due and payable within thirty (30) days of the date of the invoice. Guardian Paths reserves the right to modify the Fees payable hereunder upon written notice to Customer at least forty-five (45) days prior to the end of the then-current term. Notwithstanding the foregoing, Guardian Paths may increase Fees annually by up to five percent (5%) without prior notice to account for inflation and cost increases. Guardian Paths will be reimbursed only for expenses

that are expressly provided for in an Order Form or Statement of Work (“SOW”) or that have been approved in advance in writing by Customer, provided Guardian Paths has furnished such documentation for authorized expenses as Customer may reasonably request. Guardian Paths reserves the right (in addition to any other rights or remedies Guardian Paths may have) to discontinue the Guardian Paths Solution and suspend all Authorized Users' and Customer's access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times. Except as provided in an Order Form, fees are not refundable

In addition to any recurring Fees, certain Services (including, without limitation, advertising management or other consumption-based features) may incur variable or usage-based charges calculated after the relevant billing period (“Usage Fees”). Customer authorizes Guardian Paths to charge such Usage Fees automatically to the payment method on file, without additional notice or invoice, as those charges become due. Guardian Paths will make available a summary of Usage Fees incurred each month. Customer acknowledges that Usage Fees are incurred as Services are delivered and are non-refundable.

4.2 Payment Processing

From time to time Guardian Paths may use certain third parties to provide payment services (e.g., card acceptance, merchant settlement and related services) ("Payment Processors"). Customer may choose between available payment methods, including ACH transfers and credit card payments through Payment Processors. If Customer elects to pay by credit card or other methods that incur processing fees, Customer will be responsible for all such processing fees in addition to the Fees. ACH payments are offered without additional processing fees. By selecting certain billing and/or payments features, Customer agrees to comply with the terms and conditions and policies of the Payment Processors used by Guardian Paths, and hereby consents and authorizes Guardian Paths to share any information and payment instructions provided herein with Payment Processors to the minimum extent required to complete Customer's transactions hereunder.

Customer authorizes Guardian Paths and its payment processors to securely store Customer’s designated payment method and to initiate electronic charges (including recurring and variable charges) from that payment method for all amounts owed under this Agreement. Such authorization will remain in effect until all amounts due have been paid in full, or Customer revokes authorization in writing. Customer agrees that charges may be initiated on a recurring or as-incurred basis and that electronic receipts will be provided in lieu of separate invoices.

4.3 Taxes

The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Guardian Paths' income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Guardian Paths Solution to Customer. Customer will make all payments of Fees to Guardian Paths free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Guardian Paths will be Customer's sole responsibility, and Customer will provide Guardian Paths with official receipts issued by the appropriate taxing authority, or such other evidence as the Guardian Paths may reasonably request, to establish that such taxes have been paid.

4.4 Interest

Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.

4.5 Off-Session and Variable Billing Consent

Customer expressly consents to Guardian Paths charging Customer’s stored payment method for any Fees or Usage Fees incurred under this Agreement on an off-session basis (i.e., without Customer’s direct interaction at the time of

charge). Guardian Paths may charge such amounts automatically after determining the applicable usage, spend, or variable fee. Customer waives any requirement for pre-authorization for each individual charge, provided that Guardian Paths provides monthly receipts summarizing such charges.

5. Customer Content And Responsibilities

5.1 License; Ownership

Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content. Customer will obtain all third party licenses, consents and permissions needed for Guardian Paths to collect, access, use, and otherwise Process the Customer Content to provide the Services. Without limiting the foregoing, Customer will be solely responsible for providing all notices to, and obtaining from, third parties, including, without limitations its customers, all necessary rights and consents for Guardian Paths to use the Customer Content for the purposes set forth in this Agreement (including, without limitation, all notices and consents required under Applicable Laws). Customer grants Guardian Paths a non-exclusive, worldwide, royalty-free and fully paid license during the Term (a) to use the Customer Content as necessary for purposes of providing and improving the Services, (b) to use the Customer trademarks, service marks, and logos as required to provide the Services, or in promotional materials marketing websites and the like, and (c) derive aggregated, de-identified and/or anonymized data from Customer Content ("Derived Data"). Guardian Paths will be the sole owner of all such Derived Data and will have the right to use such Derived Data for any lawful business purpose. The Customer Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to Guardian Paths in this Agreement are reserved by Customer.

5.2 Customer Warranty

Customer represents and warrants that any Customer Content will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Guardian Paths' system or data; (e) otherwise violate the rights of a third party, and (d) comply with all applicable laws and regulations. Further, Customer represents and warrants that all Customer Content, the Hosted Sites, usage of the Guardian Paths Solution, Professional Services, and all other Services are compliant with all Applicable Laws. Guardian Paths is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer's sole cost and expense. Customer agrees that any use of the Guardian Paths Solution contrary to or in violation of the representations and warranties of Customer in this Section 5.2 (Customer Warranty) constitutes unauthorized and improper use of the Guardian Paths Solution.

5.3 Customer Responsibility for Data and Security

Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required in order the access the Guardian Paths Solution. Customer will have the ability to export its own Customer Content out of the Guardian Paths Solution and is encouraged to make its own back-ups of the Customer Content. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content.

5.4 Customer Responsibility for Operating its Own Business

Customer acknowledges that it, and not Guardian Paths, is responsible for operating Customer's own business, including with respect to obtaining all licenses, permits and other governmental registrations to enable its use of the Services. The Guardian Paths Solution is not intended to be used as advice as to whether to engage in any particular transaction. Customer is solely responsible for ensuring that all activities it undertakes including, but not limited, its usage, access to, or acceptance of benefits, solutions, Services provided by Guardian Paths under this Agreement are compliant with all Applicable Laws.

6. Professional Services

Where the parties have agreed to Guardian Paths' provision of Professional Services, the details of such Professional Services will be set out in an Order Form or a mutually executed SOW. The Order Form or

SOW, as applicable, will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services. Each Order Form or SOW, as applicable, will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms and conditions of an Order Form or SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Order Form or SOW, as applicable, expressly states that it supersedes specific language in the Agreement. Customer understands and agrees that Guardian Paths is not licensed to undertake Regulated Activities and solely provides software and related support services to Customer.

7. Data Security; Privacy

7.1 Data Security

During the Term, Guardian Paths will maintain commercially reasonable safeguards and procedures designed to prevent the unauthorized use or disclosure of Personal Data ("Data Safeguards"). During the Term, Guardian Paths will maintain commercially reasonable physical, administrative and technical security measures designed to maintain the availability, integrity and confidentiality of Personal Data.

7.2 Privacy

Without limiting Customer's obligations under Sections 2 (Provision of Services), and 3 (Intellectual Property), each party shall comply with all Applicable Laws in the performance of their respective obligations under this Agreement with respect to the Processing of Personal Data. The sale, retention, use or disclosure of Personal Data shall be governed by this Agreement and, as applicable, Guardian Paths' Privacy Policy which is available at https://guardianpaths.com/privacy.html, as in effect from time to time.

7.3 Data Processing Addendum

To the extent, if any, that we receive any Personal Data in our capacity as a service provider or data processor, as such terms are defined and understood pursuant to Applicable Laws, you and we agree to comply with our respective obligations set forth in the Data Processing Addendum made available by Guardian Paths upon written request, the terms and conditions of which are hereby incorporated herein by this reference.

7.4 Additional Agreements

To the extent that Guardian Paths or Customer reasonably determine that Applicable Laws require the parties to execute any additional agreements governing Personal Data, the parties agree to negotiate in good faith with respect to such additional agreements.

8. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, LICENSED MATERIAL AND DOCUMENTATION, AND AI OUTPUT ARE PROVIDED ON "AS IS" AND “AS-AVAILABLE” BASIS,WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES RESIDES WITH CUSTOMER. GUARDIAN PATHS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY OR COMPLIANCE WITH APPLICABLE LAWS. GUARDIAN PATHS DOES NOT WARRANT THAT OPERATION OF THE GUARDIAN PATHS SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GUARDIAN PATHS DOES NOT REPRESENT OR WARRANT THAT THE AI OUTPUT WILL BE ACCURATE, RELIABLE, LEGAL OR OTHERWISE SUITABLE FOR CUSTOMER INTENDED OR ACTUAL USE, OR CUSTOMER USE OF GUARDIAN PATHS SOLUTION WILL COMPLY WITH APPLICABLE LAWS. FURTHERMORE, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) GUARDIAN PATHS DOES NOT WARRANT, AND CUSTOMER EXPRESSLY DISCLAIMS ANY RELIANCE ON, ANY STATEMENTS OR REPRESENTATIONS, INCLUDING ESTIMATES, NOT CONTAINED IN THE AGREEMENT; (b) CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE AI OUTPUT AND DETERMINING ITS APPROPRIATENESS FOR ANY USE CASE, INCLUDING COMPLIANCE WITH APPLICABLE LAWS.

9. Limitation Of Liability

9.1 Types of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GUARDIAN PATHS BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF GUARDIAN PATHS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON

DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

9.2 Amount of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIABILITY OF GUARDIAN PATHS ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO GUARDIAN PATHS DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL GUARDIAN PATHS' SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

9.3 Basis of the Bargain

The parties agree that the limitations of liability set forth in this Section 9 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

10. Confidentiality

10.1 Confidential Information

"Confidential Information" means any nonpublic information of a party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure or that the receiving party (the "Receiving Party") knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Guardian Paths.

10.2 Protection of Confidential Information

The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Guardian Paths). In addition, the Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party's request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.

10.3 Exceptions

The confidentiality obligations set forth in Section 10.2 (Protection of Confidential Information) will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

11. Indemnification

11.1 By Guardian Paths

Guardian Paths will defend at its expense any suit brought against Customer, and will pay any settlement Guardian Paths makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Guardian Paths Solution infringes such third party's patents, copyrights or trade secret rights under Applicable Laws of any jurisdiction within the United States of America. If any portion of the Guardian Paths Solution becomes, or in the opinion of Guardian Paths is likely to become, the subject of a claim of infringement, Guardian Paths may, at the option of Guardian Paths: (a) procure for Customer the right to continue using the Guardian Paths Solution; (b) replace the Guardian Paths Solution with non-infringing software or services which do not materially impair the functionality of the Guardian Paths Solution; (c) modify the Guardian Paths Solution so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Guardian Paths Solution and Documentation.

Notwithstanding the foregoing, Guardian Paths will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the Guardian Paths Solution not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Guardian Paths Solution in combination with other products, equipment, software or data not supplied by Guardian Paths; or (iii) any modification of the Guardian Paths Solution by any person other than Guardian Paths or its authorized agents (collectively, the "Exclusions" and each, an "Exclusion"). This section states the sole and exclusive remedy of Customer and the entire liability of Guardian Paths, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.

11.2 By Customer

Customer will defend at its expense any suit brought against Guardian Paths, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, (b) Customer's breach or alleged breach of Sections 5.2 (Customer Warranty) or

13.6 (Compliance with Law); (c) claims for bodily injury or damage to physical property, to the extent (i) alleged to be caused by Customer's or any other party's use of the Guardian Paths Solution; or (ii) caused by the acts or omissions of Customer, its employees, officers or agents, or (d) claims that the AI Outputs, Customer Content, use of the Guardian Paths Solution, Processing, the Professional Services, the content of the Hosted Sites, any Services, or any other activities undertaken by Customer in relation to this Agreement are not compliant with Applicable Laws. This section states the sole and exclusive remedy of Guardian Paths and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.

11.4 Procedure

The indemnifying party's obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit;

(b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

12. Term And Termination

12.1 Term

This Agreement will begin on the Order Form Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with this Agreement (the "Term"). The term of each Order Form, including the initial term, renewal terms, and termination notice requirements, will be as specified in the applicable Order Form.

12.2 Termination for Breach

Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

12.3 Effect of Termination

Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 10 (Confidentiality); and

(c) any amounts owed to Guardian Paths under this Agreement will become immediately due and payable. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Ownership), 3.5 (Open Source Software), 4 (Fees and Expenses; Payments), 8

(Disclaimer), 9 (Limitation of Liability), 10 (Confidentiality), 11 (Indemnification), 12.2 (Termination for Breach),

12.3 (Effect of Termination), and 13 (Miscellaneous) will survive expiration or termination of this Agreement for any reason.

12.4 Data Extraction

For twenty (20) days after the end of the Term, as applicable, Guardian Paths will make Customer Content available to Customer through the Guardian Paths Solution on a limited basis solely for purposes of Customer retrieving Customer Content, unless Guardian Paths is instructed by Customer to delete such data before that period expires. After such period, Guardian Paths will discontinue all use of Customer Content and destroy all copies of Customer Content in its possession.

13. Miscellaneous

13.1 Governing Law and Venue

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New Castle County, Delaware for any lawsuit filed there against Customer by Guardian Paths arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

13.2 Export

Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Guardian Paths, or any products utilizing such data, in violation of the United States export laws or regulations.

13.3 Severability

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

13.4 Waiver

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13.5 No Assignment

Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.

13.6 Compliance with Law

Customer will, and will ensure that all Authorized Users, always comply with all foreign and domestic laws, ordinances, regulations, and statutes that are applicable to its and their purchase and use of the Services, Licensed Material and Documentation.

13.7 Force Majeure

Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

13.8 Independent Contractors

Customer's relationship to Guardian Paths is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Guardian Paths.

13.9 Notices

All notices required or permitted under this agreement must be delivered in writing, if to Guardian Paths, by emailing tc@dvventures.ai and if to Customer by emailing the Customer Point of Contact email address listed on the Cover Page, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the Cover Page by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a

nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.

13.10 Entire Agreement

This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and Guardian Paths.