BANU AI TERMS OF SERVICE

THESE TERMS OF SERVICE, TOGETHER WITH AN EXECUTED SERVICE ORDER, ENTERED INTO BY AND BETWEEN BANU LLC, A FLORIDA LIMITED LIABILITY COMPANY, WITH ITS PRINCIPAL LOCATED AT 495 BRICKELL AVE, SUITE #703, MIAMI, FLORIDA 33131, AND THE CUSTOMER IDENTIFIED IN THE SERVICE ORDER (THE "CUSTOMER"), CONSTITUTE THE ENTIRE AGREEMENT (THE "AGREEMENT") BY AND BETWEEN BANU AI AND CLIENT (EACH A "PARTY" AND COLLECTIVELY, THE "PARTIES").

THESE TERMS OF SERVICE ARE EXPRESSLY INCORPORATED INTO AND MADE A PART OF EACH CUSTOMER SERVICE ORDER ("SERVICE ORDER") EXECUTED BY THE PARTIES.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON PARTY'S BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER'S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS.

1. DEFINITIONS

"Authorized User" means Client's employees, consultants, contractors, and agents (i) who are authorized by Client to access and use the Services under the rights granted to Client pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

"Client Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Client through the Services or pursuant to a Service Order.

"Client" means the business, the Documentation, the Banu AI Data and any and all intellectual property provided by Client or any Authorized User in connection with the Services or for Banu AI's use in connection with the Services. For the avoidance of doubt, Client Data does not include any component of Banu AI's monitoring of Client's access to or use of the Services, but does not include Client Data.

"Deliverable" means, when your Agreement includes a Statement of Work or other contract for a solution, that a specified, or otherwise identifiable, output of professional services that is expressly identified as a "Deliverable" in a Statement of Work and required to be delivered by Banu AI to Client's benefit. Client shall does not include payment records, credit cards, or other information Client uses to pay Banu AI, or other information and materials that Banu AI collects, including, without limitation, in connection with Client's use of the Services, Client's registration for or attendance at an event.

"Documentation" means all user manuals or guides relating to the Services provided by Banu AI to Client, either electronically or in hard copy form.

"Intellectual Property Rights" means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

"Service" means the Banu AI proprietary software-as-a-service offering and business operations platform, together with Banu AI Data deployed or integrated with the platform, and features, functions, and other services identified in an applicable Service Order, as may be made available by Banu AI from time to time.

"Third-Party Integration" means any third-party products or offerings Client wishes to integrate with the Services as more specifically outlined and identified in an underlying Service Order, or a Statement of Work.

2. ACCESS AND USE

Provision of Access. Subject to and conditioned on Client's payment of Fees and compliance with all other terms and conditions of this Agreement, Banu AI hereby grants Client a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users. Such use is limited to Client's internal business purposes. Banu AI shall provide to Client the necessary passwords and network links or connections to allow Client to access Account links or connections to allow Client to access the Services and may rely on such password security.

Service Levels. Banu AI will use commercially reasonable efforts to make the Services available to Client twenty-four (24) hours per day, seven (7) days per week, except for: (a) planned downtime, of which Banu AI shall give notice to Client at least twenty-four (24) hours in advance, and which Banu AI shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday, Eastern Time; and (b) any unavailability caused by circumstances beyond Banu AI's reasonable control.

Documentation License. Subject to the terms and conditions contained in this Agreement, Banu AI hereby grants to Client a non-exclusive, non- sublicensable, non-transferable license to use and copy the Documentation during the Term solely for Client's internal business operations in connection with its use of the Services.

Use Restrictions. Client shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Client shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (a) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (d) remove any proprietary notices from the Services or Documentation; or (e) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law.

Reservation of Rights. Banu AI reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any Intellectual Property Rights or other right, title, or interest in or to the Banu AI IP.

3. CLIENT RESPONSIBILITIES

Client is responsible and liable for all uses of the Services and Documentation resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

4. SERVICE MANAGEMENT

Client shall be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data. Client shall be solely responsible for obtaining all rights, permissions, and authorizations to provide the Client Data to Banu AI for use as contemplated under this Agreement. Client from time to time. For purposes of this Agreement, such third-party products which offerings subject to integration within or adjacent feature brings shall be deemed a "Third-Party Integration." Client acknowledges that the Services may contain features designed to interoperate with Third-Party Integrations. If any Third-Party Integration is removed, ceases to operate, or changes in a way that affects the Services' ability to operate, Banu AI may cease providing such affected features without entitling Client to any refund, credit, or other compensation.

5. FEES

Client shall pay Banu AI the fees set forth in the applicable Service Order without offset or deduction. Client shall make all payments hereunder in US dollars on or before the due date specified in the Service Order. If Client fails to make any payment when due, without limiting Banu AI's other rights and remedies: (i) Banu AI may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Client shall reimburse Banu AI for all reasonable costs incurred by Banu AI in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, Banu AI may suspend Client's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

Taxes. All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Banu AI's income.

6. CONFIDENTIAL INFORMATION

From time to time during the Term, either Party may disclose or make available to the other Party Information which relates to business affairs, products, services, research, developments, marketing or sales plans, operations, processes, products, algorithms, technology, designs, finances, or other sensitive information which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party.

Obligations. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. The receiving Party shall use at least the same degree of care that it uses to protect the confidentiality of its similar confidential information, but not less than a reasonable degree of care. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party required to make such a disclosure promptly notifies the other Party to the extent permitted by law of the required disclosure; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non- disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non- disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Each Party shall be responsible for compliance with this Section by its employees, contractors, and agents. For the avoidance of doubt, this shall remain in effect for Confidential Information.

7. INTELLECTUAL PROPERTY OWNERSHIP

Client Data. Banu AI acknowledges that, as between Client and Banu AI, Banu AI does not own any right, title, and interest, including all Intellectual Property Rights, in and to the Client Data. Client hereby grants to Banu AI a non-exclusive, royalty-free, worldwide right to process and use Client Data, solely for: (a) providing and improving the Services; and (b) as may be required for Banu AI's Integration.

Banu AI IP. Banu AI acknowledges that, as between Client and Banu AI, Banu AI owns all right, title, and interest, including all Intellectual Property Rights, in and to the Banu AI IP. Client acknowledges that the Services are offered as a hosted, software-as-a-service solution, and that Client has no right to obtain a copy of the object code or source code to any software underlying the Services except as may be necessary for Banu AI to provide the Services to Client, and a copy of Client Data stored in the Services. Banu AI may use, without limitation, any suggestions, recommendations, enhancement requests, or other feedback provided by Client regarding the Services.

Feedback. If Client or any of its employees or contractors sends or transmits any communications or materials to Banu AI by mail, email, telephone, or otherwise, suggesting or recommending changes to the Banu AI IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Banu AI is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to Banu AI on Client's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Banu AI is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Banu AI is not required to use any Feedback.

8. REPRESENTATIONS AND WARRANTIES

From Banu AI. Banu AI represents and warrants that it is the owner of or otherwise has the right to use and provide the Services to Client. If a third party alleges that the Services infringe a third party's Intellectual Property Rights, Banu AI will (i) defend Client against such allegation at Banu AI's expense, and (ii) indemnify Client from any damages, attorney's fees, and costs finally awarded against Client or agreed to in a settlement by Banu AI, provided that Client: (a) notifies Banu AI promptly in writing of the allegation; (b) grants Banu AI sole control over the defense and settlement of the allegation; and (c) provides Banu AI, at Banu AI's expense, with all assistance, information and authority reasonably required for the defense and settlement of the allegation. Banu AI will not be obligated to defend or indemnify Client if the allegation arises from: (1) a combination of the Services with products or services not provided by Banu AI, where the alleged infringement relates to such combination; (2) Client's continued use of the Services after Banu AI notifies Client to discontinue use because of an allegation of infringement; (3) Client's violation of this Agreement; or (4) Client's use of the Services in a manner not permitted under this Agreement. If Banu AI receives information about an infringement or misappropriation claim related to the Services, Banu AI may in its discretion and at no cost to Client: (A) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Banu AI's warranties; (B) obtain a license for Client's continued use of the Services in accordance with this Agreement; or (C) terminate Client's right to use the affected Services upon thirty (30) days' written notice and refund Client any prepaid fees covering the remainder of the term of the terminated Services. THE PROVISIONS OF THIS SECTION SET FORTH BANU AI'S SOLE AND EXCLUSIVE OBLIGATIONS, AND CLIENT'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND. EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. RESPONSIBLE DATA HANDLING AND PRIVACY

Client acknowledges that Banu AI is not responsible for the Client Data other than as necessary to facilitate the Services, and a shall use good faith business efforts to protect against unauthorized access to Client Data. Client acknowledges that no data transmission over the internet is a hundred percent secure.

Privacy Law Compliance. Each Party represents and warrants that it will comply with all applicable laws, rules, regulations, directives, and guidelines regarding the collection, use, and disclosure of data collected from or about end users or that is otherwise subject to regulation under any applicable data protection laws. Each Party will maintain a privacy policy that complies with all applicable laws and industry standards.

10. INDEMNIFICATION

Indemnification by Client. Client shall indemnify, defend, and hold harmless Client from and against any and all losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees and court costs, arising out of or relating to any third-party claim, suit, action, or proceeding relating to or arising from Client's breach of this Agreement.

Indemnification by Client. Client shall indemnify, hold harmless, and defend Banu AI from any third-party claims arising from Client's use of the Services, except to the extent resulting from Banu AI's gross negligence or willful misconduct. Banu AI's maximum liability to Client is the amount Client paid to Banu AI.

11. LIMITATION OF LIABILITY

NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR CLIENT DATA, REGARDLESS OF THE CAUSE, BASIS OF THE ACTION, OR THEORY OF LIABILITY.

12. TERM AND TERMINATION

Term. This Agreement shall be in full force and effect during the term specified in the applicable Service Order ("Initial Term"). If not terminated in accordance with this Section, the Agreement shall automatically renew for successive periods equal to the length of the Initial term (each such renewal term, a "Renewal Term").

Termination for Cause. Either Party may terminate the Agreement if the other Party breaches any material term and fails to cure the breach within 30 days following notice.

Termination for Convenience. Client may terminate the Agreement at any time upon 30 days' written notice to Banu AI. If, in its sole discretion, termination shall not relieve Client of its obligation to pay all fees accrued prior to termination.

13. GENERAL PROVISIONS

Entire Agreement. This Agreement, including any Service Orders, contains the entire agreement between the parties with respect to its subject matter and supersedes and overrides all prior or contemporaneous agreements and understandings.

Force Majeure. Neither Party shall be liable for any delays or failures in performance due to causes beyond its reasonable control.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

Amendments. This Agreement may only be amended by a written document agreed to both Parties.

Assignment. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Survival. Provisions that by their nature should survive termination will survive, including intellectual property rights, confidentiality, warranty disclaimers, indemnification, and limitation of liability.

No waiver of any breach shall be deemed a waiver of any other breach.