webAI

End-User License Agreement

Last updated: August 8, 2025

IMPORTANT - ALL USE OR PROVISION OF WEBAI SOFTWARE AND SERVICES IS GOVERNED BY, AND SUBJECT TO, THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY INDICATING YOU AGREE TO THESE TERMS, OR BY DOWNLOADING, INSTALLING AND/OR USING THE PRODUCTS (INCLUDING CONTINUED USE FOLLOWING INSTALLATION OF A TRIAL VERSION, AN UPDATE OR AN UPGRADE), YOU AND/OR THE COMPANY YOU REPRESENT ("CUSTOMER") ARE AGREEING TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CUSTOMER SHOULD NOT INDICATE IT AGREES TO THESE TERMS AND CUSTOMER WILL NOT HAVE ANY LICENSE TO ANY PART OF THE SOFTWARE OR RIGHT TO USE ANY PART OF THE PRODUCTS.

webAI (as defined below) offers, on a subscription basis, a suite of software and services to its customers. In addition, webAI performs Professional Services (as defined below). In consideration of the mutual covenants and conditions herein contained, and other good and valuable consideration, the parties hereto agree as follows:

1.1. "Answer" means a response generated by the Software, based on the trained model being used, in reply to Customer's prompt, question, or command. An Answer may include text, data, code, visual elements, or other content formats supported by the Software. Answers are based on the information available to the Software at the time of generation and is intended for informational, illustrative, or operational purposes.

1.2. "Confidential Information" means: (a) the Software; and (b) any business or technical information of webAI or Customer, including but not limited to any information relating to webAI's or Customer's product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how.

1.3. "Customer Content" means software, data, text, images, audio, video, photographs, models and other content and material, in any format, that are created or obtained by Customer to access through, within, or in conjunction with its use of the Products.

1.4. "Intellectual Property Rights" means patent rights (including patent applications and disclosures), copyrights, trademark rights, trade secret rights, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.

1.5. "Order Form" or "Order" means the order generated by webAI, or a webAI affiliate, reseller or channel partner ("Channel Partner") in response to Customer's indication of interest in the Products and associated maintenance and support services and/or Professional Services. The Order Form will contain particulars with respect to the Products, service, term, price and other details. All Order Forms are subject to and governed by the terms and conditions of this Agreement unless otherwise specifically agreed in writing by the parties.

1.6. "Products" means the Software and Services.

1.7. "Professional Services" means services provided on a project-by-project basis as described in Section 3 of this Agreement. Professional Services are different and distinct from Services.

1.8. "Services" means services provided by webAI as set forth on the applicable Order and described in webAI's service descriptions. The process to change Services will be as described in the applicable service description.

1.9. "Software" means webAI's proprietary software products in object code form only, and related documentation, identified in the applicable Order Form and licensed for use by Customer pursuant to this Agreement, including any error corrections, modifications, revisions, upgrades and updates thereto provided by webAI to Customer under this Agreement.

1.10. "Third-Party Content" means software, data, text, images, audio, video, photographs, models and other content and material, in any format, that are obtained or derived from third party sources outside of webAI that Customer may access through, within, or in conjunction with its use of the Products. Third-Party Content includes third-party sourced materials accessed or obtained by Customer's use of the Products or any third-party tools provided by webAI or downloaded to the Product at the request of Customer.

1.11. "webAI" means webAI, Inc. and if the Products are provided by a Channel Partner, then references to webAI herein may also mean the applicable Channel Partner.

2.1. Subject to the terms and conditions of this Agreement and in consideration of the fees paid by Customer hereunder, webAI grants to Customer a nonexclusive, nontransferable license, during the subscription term, to use the Software solely in accordance with the applicable documentation. webAI reserves all rights and licenses in and to the Software not expressly granted herein. Unless otherwise agreed in writing, prior to deploying the Products for commercial purposes, Customer must purchase consumption (e.g., number of Answers).

2.2. Usage Limitations. Customer's use of the Software may be subject to usage limitations and other restrictions as described in the applicable Order Form (e.g., term, business use, project scope, number of Answers, etc.) Exceeding such usage limitations or restrictions may result in additional charges for which webAI will invoice Customer in accordance with Section 6 of this Agreement. Failure to pay such additional charges may result in termination of Customer's subscription. Customer may not take any action, or use any hardware, software or other method, designed to circumvent, or which has the effect of circumventing, any usage limitations.

2.3. Reporting. If the applicable Order includes usage based or consumption pricing Customer will produce a monthly usage report in a format required by webAI and send such report to webAI no later than seven (7) days from the end of each month during the subscription term, unless otherwise agreed in writing. Information provided via the foregoing will be used by webAI to determine usage and corresponding fees to be billed in accordance with the Order. If monthly usage reports are not received as required under this Section, webAI will notify Customer and failure to send the usage report may result in degradation of service and/or suspension or termination of the subscription and/or maintenance and support. webAI may, but is not obligated to, notify Customer when Customer's subscription term, usage or license is about to expire or be consumed. Customer is solely responsible for monitoring its use of the Software and the amount of usage and is responsible for all associated costs.

2.4. Trial License. Customer may be provided with trial use of the Software to provide Customer the opportunity to evaluate the Software prior to purchasing a full subscription. Such trial use may be limited by time or other limitations and is intended for non-production use only. Production use is a violation of the trial license and will result in an automatic conversion to a subscription for which Customer will be charged. Upon conclusion of the applicable trial period, Customer shall either purchase a subscription, in which case a new Order Form will be completed, or Customer will immediately remove and cease using the Software.

2.5. Beta Versions. Customer may be, or may have been, provided with access to beta, proof of concept or similar versions of the Software or features within the Software (collectively the "Beta Versions") offered by webAI. Customer acknowledges and agrees that its use of Beta Versions is at Customer's own risk and that Beta Versions are (a) not generally available, (b) made available on an "AS IS" basis without indemnities, warranties (express or implied) or other obligations of any kind, (c) may be discontinued or modified by webAI at any time, and (d) may be subject to additional terms and conditions. Beta Versions are not for production use and are not covered by webAI maintenance and support. webAI will have no liability for any harm or damage arising out of or in connection with Beta Versions. Customer or webAI may terminate Customer's access to Beta Versions at any time.

2.6. License Restrictions. Customer has no right to transfer, sublicense or otherwise distribute the Software to any third party. Except as expressly permitted in this Agreement and by applicable law, the license granted above does not permit Customer to, and Customer will not, and will not permit third parties to: (a) modify, correct, adapt, translate, enhance, create derivative works of, disassemble, decompile, reverse engineer, or otherwise attempt to gain access to the source code of the Software; (b) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of webAI or its suppliers on the Software; (c) use the Software for any purpose other than as expressly permitted in this Agreement; (d) use the Software in violation of any applicable laws or regulations; or (e) use the Software to develop, create, or improve any software or service that competes with the Software.

3.1. webAI may provide Professional Services to Customer as described in separate statements of work or change request forms ("SOWs") that reference this Agreement. Each SOW will describe the specific Professional Services to be performed, the deliverables to be provided, the timeline for performance, and the fees to be charged. SOWs are subject to the terms and conditions of this Agreement and are incorporated herein by reference.

3.2. Customer acknowledges that webAI's ability to perform Professional Services depends on Customer's timely and effective cooperation, including but not limited to providing necessary information, access to systems, and personnel as reasonably requested by webAI. Customer will provide such cooperation in a timely manner.

4.1. Customer is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account. Customer will notify webAI immediately of any unauthorized use of its account or any other breach of security.

4.2. Customer will use the Products only for lawful purposes and in accordance with this Agreement. Customer will not use the Products to transmit, store, or process any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.

4.3. Customer will not attempt to gain unauthorized access to the Products or any systems or networks connected to the Products.

5.1. The Software and all related documentation, and all Intellectual Property Rights therein, are and will remain the exclusive property of webAI and its licensors. Customer acknowledges that it has no right, title, or interest in or to the Software or any Intellectual Property Rights therein, except for the limited license granted herein.

5.2. Customer retains all right, title, and interest in and to Customer Content. Customer grants webAI a limited, non-exclusive license to use Customer Content solely to provide the Products and Services to Customer.

5.3. webAI may use and incorporate into the Products any suggestions, comments, or other feedback provided by Customer regarding the Products, without any obligation to Customer.

6.1. Customer will pay webAI the fees specified in the applicable Order Form or SOW. All fees are non-refundable except as expressly provided in this Agreement.

6.2. webAI will invoice Customer for all fees in accordance with the payment terms specified in the Order Form or SOW. Customer will pay all invoices within thirty (30) days of the invoice date, unless otherwise specified in the Order Form or SOW.

6.3. All fees are exclusive of taxes. Customer will be responsible for paying all applicable taxes, including but not limited to sales, use, and value-added taxes.

7.1. Each party acknowledges that it may have access to Confidential Information of the other party. Each party agrees to use the Confidential Information of the other party solely for the purpose of performing its obligations under this Agreement and to maintain the confidentiality of such information.

7.2. The obligations of confidentiality will not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law or court order.

8.1. webAI warrants that the Software will perform substantially in accordance with the applicable documentation for a period of ninety (90) days from the date of delivery.

8.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.1. IN NO EVENT WILL WEBAI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE, INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF WEBAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. WEBAI'S TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO WEBAI UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

10.1. This Agreement will commence on the effective date and continue for the term specified in the Order Form, unless earlier terminated as provided herein.

10.2. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.

10.3. Upon termination of this Agreement, Customer will immediately cease using the Products and return or destroy all copies of the Software and related documentation.

11.1. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil disturbances, labor disputes, governmental actions, or communication line failure.

11.2. Relationship of Parties. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties.

11.3. Announcements. Customer agrees that webAI may refer to Customer's name and logo in webAI's marketing and advertising materials and list and display Customer's name and logo on its website as a customer of webAI.

11.4. Non-Solicitation. Customer acknowledges that webAI has expended substantial time and money in the selection and training of its employees. Accordingly, Customer will not, directly or through an intermediary, solicit, utilize or employ any employees of webAI during or for a period of one (1) year following the termination of this Agreement.

11.5. Entire Agreement. This Agreement, including all Orders, schedules, exhibits and attachments attached hereto, contains the complete understanding and agreement of the parties and, other than the terms set forth in applicable Order Forms, supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein.

11.6. Sanctions. Customer represents and warrants that it is not subject to any sanctions administered by the U.S. Department of Treasury's Office of Foreign Assets Control, the United Nations Security Council, the European Union, or other relevant sanctions authorities. Customer will not engage in any activity that would cause either Customer or webAI to be in violation of applicable sanctions.

11.7. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

11.8. Dispute Resolution. Any dispute arising out of or relating to this Agreement will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

11.9. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

11.10. Waiver. No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

11.11. Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that webAI may assign this Agreement to any successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11.12. Notices. All notices under this Agreement will be in writing and will be delivered by hand, certified mail, or overnight courier to the addresses specified in the Order Form or to such other addresses as the parties may designate in writing.

11.13. Survival. The provisions of Sections 5, 7, 8, 9, and 11 will survive the termination of this Agreement.

11.14. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument.

11.15. Updates. This Agreement may be periodically updated by webAI and Customer will be notified via email or other means of such update.