These Terms and Conditions (this “Agreement”) govern all services provided by Adva Solutions LLC (d/b/a aiGentsea) (“Provider”) to the client identified in any Order Form or SOW (“Client”). This Agreement is incorporated into, and forms part of, each such Order Form.

1. Scope of Services. Provider will perform the services described in the applicable Order Form and/or Statement of Work (“SOW”) (the “Services”). The specific scope, deliverables, fees, and timelines for each engagement will be set out in a mutually executed SOW. In the event of a conflict between this Agreement and any SOW or Order Form, this Agreement will prevail unless expressly stated otherwise. Provider may use subcontractors or third- party service providers in performing the Services, provided that Provider remains responsible for their compliance with this Agreement. For clarity, ongoing support and maintenance are not included in the Services unless expressly stated in an Order Form or SOW.

2. Client Cooperation. Client will provide Provider with timely access to any systems, data, credentials, and information reasonably required to perform the Services. Provider is not responsible for delays or issues caused by Client’s failure to provide such access.

3. Fees and Payment. Client will pay Provider the fees set out in the applicable Order Form. Unless otherwise specified therein, all invoices are due within ten (10) days of the invoice date. Late payments will accrue interest at a rate of 1.5% per month or the highest rate permitted by law, whichever is lower. All fees are non-refundable and exclusive of any taxes, levies, or duties imposed by applicable taxing authorities, and Client is responsible for payment of all such taxes. Any changes to the scope of an SOW must be agreed upon in writing by both parties and may result in adjustments to fees and timelines.

4. Third-Party Tools. The Services may rely on or integrate with third-party platforms, APIs, software, services, or other components (“Third-Party Tools”) which are governed by their own terms. Unless expressly included in an Order Form or SOW, Client is responsible for any fees, licenses, or subscriptions required for the use of Third-Party Tools. Provider makes no representations or warranties regarding Third-Party Tools and will have no liability arising out of Third-Party Tools.

5. Intellectual Property. As between the parties and subject to payment of all fees due under the applicable Order Form and/or SOW, Provider assigns to Client all of its rights in the work product created specifically for Client and delivered under such Order Form or SOW (“Deliverables”). Provider retains all rights in its pre-existing or general tools, code, frameworks, and other materials (“Provider Materials”). If such are incorporated into Deliverables, Provider grants Client a perpetual, non-exclusive license to use them solely as part of the Deliverables.

Client retains all rights in any data, content, or other materials it provides to Provider (“Client Materials”) and grants Provider a non-exclusive license to use such Client Materials solely to perform the Services. Client represents and warrants that it has all rights necessary to provide the Client Materials and to grant this license. Except as expressly stated herein, each party retains all rights in its respective intellectual property. Provider may use any feedback provided by Client relating to the Services or Deliverables without restriction or obligation.

6. Confidentiality. Each party (“Receiving Party”) agrees to keep confidential all information disclosed by the other party (“Disclosing Party”) that is designated as confidential or that should reasonably be understood to be confidential (“Confidential Information”). Receiving Party will use Disclosing Party’s Confidential Information solely for the purpose of performing its obligations or exercising its rights hereunder and will not disclose it to any third party without the Disclosing Party’s prior written consent. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party without restriction before disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is received from a third party without breach of any obligation.

7. Client Data and Security. Client is responsible for the accuracy, quality, and legality of any data or information it provides in connection with the Services (“Client Data”). Provider will use Client Data solely to perform the Services and will implement reasonable administrative and technical safeguards designed to protect Client Data from unauthorized access or disclosure. Upon Client’s written request following the completion or termination of all SOWs, Provider will delete Client Data in its possession, subject to its standard data retention practices.

8. Warranties and Disclaimer. Provider will perform the Services using reasonable skill and care. Except as expressly stated herein, Provider makes no other warranties, whether express, implied, or statutory, including any warranties of merchantability, fitness for a particular purpose, or non-infringement. The Services may involve the use of artificial intelligence. AI-generated outputs may not always be complete, accurate, or consistent, and Client is responsible for reviewing and validating all outputs before use. Except as expressly provided herein, the Services, Deliverables, and any outputs are provided “as is” and “as available”. Provider is not responsible for issues or delays caused by modifications or integrations made by Client or third parties to Client’s systems, data, or Deliverables.

9. Limitation of Liability. To the maximum extent permitted by law, Provider will not be liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, data, or business interruption, even if advised of the possibility of such damages. Except for damages resulting from Provider’s gross negligence or willful misconduct, Provider’s total aggregate liability arising out of or relating to this Agreement will not exceed the total fees paid by Client to Provider under the applicable Order Form or SOW during the six (6) months preceding the event giving rise to the claim.

10. Term and Termination. This Agreement will remain in effect until all active Order Forms and SOWs have expired or been terminated. Either party may terminate this Agreement or any Order Form or SOW upon thirty (30) days’ prior written notice. In addition, either party may terminate this Agreement or any Order Form or SOW immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days after receiving written notice. Upon termination, Client will pay Provider for all Services performed and expenses incurred through the effective date of termination. Sections intended by their nature to survive termination will continue in effect.

11. Miscellaneous.

(a) This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any legal action or proceeding arising hereunder will be brought exclusively in the federal or state courts located in New York County, New York, and the parties hereby consent to the personal jurisdiction and venue therein;

(b) This Agreement, together with all SOWs and Order Forms, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous communications and proposals, whether oral or written;

(c) All notices under this Agreement will be in writing and sent to the addresses specified in the applicable Order Form or to such other address as may be specified in writing. Notices will be deemed given upon receipt;

(d) Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent. Any attempted assignment without such consent will be void;

(e) If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect;

(f) A failure by either party to enforce any provision of this Agreement will
not be deemed a waiver of future enforcement of that provision.