Standard Terms and Conditions

Khorium Inc. — Standard Terms and Conditions

These Standard Terms and Conditions (“Agreement”) govern all commercial agreements between Khorium Inc. (“Company”) and its clients (“Client”) that incorporate this Agreement by reference, including without limitation Order Forms, Statements of Work, Master Services Agreements, software and services agreements, design partner agreements, and any other engagement letters or agreements executed by the Parties. In the event of any conflict between a specific agreement and this Agreement, the terms of that specific agreement shall control with respect to its subject matter.

1. Client Responsibilities

The Client agrees to define and communicate a sufficient scope of work to ensure the proper planning and execution of the Company’s engineering services. The Client shall provide all necessary assets, materials, and information required by the Company to perform the services. Additionally, the Client agrees to be responsive in providing timely guidance and feedback to facilitate the completion of the engineering services. Failure to fulfill these duties may adversely affect the Company’s ability to deliver the services as stipulated in this Agreement.

2. Term and Termination

This Agreement shall commence on the Effective Date and continue until the completion of the services described in the applicable agreement, unless earlier terminated in accordance with this Section.

2.1 Client Early Termination Right

Notwithstanding the foregoing, during the first thirty (30) days following the Effective Date (the “Initial Period”), Client may terminate this Agreement without cause upon one (1) day’s written notice to Company.

2.2 Standard Termination Without Cause

After the expiration of the Initial Period, either Party may terminate this Agreement without cause upon thirty (30) days’ written notice to the other Party.

2.3 Effect of Termination

In the event of Client’s termination without cause (including during the Initial Period), Client shall pay for all work performed and all non-cancellable expenses incurred up to the effective date of termination. Annual subscription fees paid in advance are non-refundable upon Client’s termination without cause, except in the event of Company’s material breach.

2.4 Software License Termination

Upon expiration or termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate. Client shall promptly cease all use of the platform and Company Technology, and shall destroy or return (at Company’s election) any copies of Company software or materials in Client’s possession or control, including any software deployed in a self-hosted environment. Client shall certify such destruction or return in writing upon Company’s request. Company reserves the right to remotely deactivate any license keys or access credentials associated with self-hosted deployments upon termination.

3. Subscription and Billing

3.1 Subscription Start Date

The platform subscription begins on the Effective Date (or, if later, the date Client is granted access to the platform or, for self-hosted deployments, the date the software license key is delivered) (“Subscription Start Date”).

3.2 Auto-Renewal

Unless otherwise specified in the applicable agreement, subscriptions automatically renew for successive terms of equal length. For monthly subscriptions, renewal is automatic unless either Party provides thirty (30) days’ written notice of non-renewal prior to the end of the then-current term. For annual subscriptions, renewal is automatic unless either Party provides thirty (30) days’ written notice of non-renewal prior to the end of the then-current annual term.

3.3 Billing and Payment

Subscription fees and included usage/overages will be measured and billed monthly (or as otherwise specified in the applicable agreement) starting on the Subscription Start Date or when access is granted. All invoices are due net thirty (30) days from the invoice date. Overdue balances shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, if lower). Company reserves the right to suspend Client’s access to the platform upon ten (10) days’ written notice if payment is not received when due.

3.4 Pricing Adjustments

Company may update subscription fees, license fees, included usage limits, and any usage-based or overage pricing upon at least thirty (30) days’ prior written notice to Client. Any such pricing changes shall apply prospectively at the start of the next billing cycle following the notice period. If Client does not agree to the updated pricing, Client may terminate the Agreement without penalty by providing written notice prior to the effective date of the pricing change. Client’s continued use of the platform after the effective date of the pricing change shall constitute acceptance of the updated pricing.

Any discounted, promotional, or introductory pricing is offered for a limited duration as expressly stated and does not establish a right to continued or future discounted pricing beyond the applicable promotional period.

4. Delivery and Turnaround Times

4.1 Estimates and Reasonable Efforts

Delivery dates and turnaround times stated are estimates and do not constitute a commitment by the Company. Nevertheless, Company shall make commercially reasonable efforts to meet the estimated delivery dates and turnaround times.

4.2 Method of Delivery

Unless a different delivery method is specified in writing, notice of completion of deliverables shall be sent by email or via other electronic means, where possible. Deliverables shall be made to the attention of the persons indicated by Client, promptly after the Service is completed.

4.3 Client-Caused Delays

Company shall not be responsible for any delays in the timely progression of the Services to the extent that any such delay is attributable to Client action or inaction. During the performance of the Services, Client shall use commercially reasonable efforts to provide any approvals required to be given to Company in a timely manner.

5. Intellectual Property

5.1 Client Data and Results

Client shall retain all right, title, and interest in and to any pre-existing data, designs, models, geometry, and all simulation outputs, reports, and analyses generated through the Services (“Client Data” and “Results”). Company shall have a limited right to use Client Data and Results solely for the purpose of performing the Services during the Term. Notwithstanding the foregoing, to the extent any Results incorporate or depend upon Company Technology, such Company Technology remains the sole and exclusive property of Company, and no rights in Company Technology are transferred to Client by virtue of Client’s ownership of Results.

5.2 Company Technology

Company shall retain all right, title, and interest in and to its proprietary technology, software, algorithms, methods, processes, trade secrets, know-how, and improvements thereto (“Company Technology”), whether developed prior to or during the Term. Nothing in this Agreement shall transfer ownership of Company Technology to Client. This applies equally to Company Technology accessed via web application, desktop application, API, or deployed in a self-hosted environment.

5.3 Aggregate Data

Company may store, aggregate, and analyze data generated in the course of providing the Services for purposes of improving its products and services, provided that such use does not disclose Client’s Confidential Information or identify Client. Company may not disclose or use any Client Data or Results in a manner that identifies Client without Client’s prior written consent.

5.4 Feedback License

Client may, from time to time, provide suggestions, comments, or other feedback regarding the platform or Services (“Feedback”). Client hereby grants Company a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate such Feedback into Company’s products and services without restriction or obligation to Client. Feedback does not constitute Confidential Information of Client unless expressly designated as such in writing.

6. Platform Access and Acceptable Use

6.1 Access Grant

Subject to the terms of this Agreement and the applicable agreement, Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the platform and services identified in the applicable agreement during the subscription term, solely for Client’s internal business purposes and in accordance with the number of named users or seats specified. This license applies regardless of the delivery mode — whether accessed via web application, desktop application, API, or deployed in a self-hosted environment — and is subject to the same terms and restrictions in all cases.

6.2 Acceptable Use

Client shall not, and shall ensure its users do not: (i) share login credentials or permit unauthorized third-party access to the platform; (ii) sublicense, resell, or otherwise transfer access to the platform to any third party; (iii) attempt to reverse engineer, decompile, disassemble, or derive source code from the platform or Company Technology, regardless of deployment mode; (iv) use the platform to process data or conduct activities that violate applicable law; or (v) upload or transmit any content that infringes third-party intellectual property rights or contains malicious code.

6.3 Self-Hosted Deployments

Where Company software is deployed in a self-hosted environment, Client is responsible for securing its own infrastructure and ensuring that the software is used only by authorized named users within Client’s organization. Client shall not redistribute, copy, or make the self-hosted software available to any third party. Client shall promptly notify Company of any unauthorized access to or use of the self-hosted software. Company retains the right to audit Client’s use of self-hosted deployments upon reasonable prior written notice, no more than once per year, to verify compliance with the terms of this Agreement.

6.4 Suspension

Company reserves the right to suspend Client’s access to the platform upon written notice: (i) immediately, if Company reasonably believes Client’s use poses a security risk, legal violation, or violation of Section 6.2; or (ii) upon ten (10) days’ notice for non-payment, as described in Section 3.3. For self-hosted deployments, suspension may include remote deactivation of license keys. Company shall promptly restore access upon resolution of the applicable issue.

6.5 Beta Features

Certain platform features may be made available on a beta or pre-release basis, whether delivered via web application, desktop application, or self-hosted package. Beta features are provided “as-is” without warranty of any kind, and Company makes no commitments regarding their continued availability, performance, or fitness for any particular purpose. Beta features are expressly excluded from any service level commitments.

7. Data Security

7.1 Security Obligations

Company shall maintain reasonable and appropriate administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Client Data against unauthorized access, disclosure, alteration, or destruction. Such safeguards shall be no less protective than those Company uses to protect its own confidential information of similar sensitivity. For self-hosted deployments, Client is solely responsible for the security of its own infrastructure and environment in which Company software is deployed.

7.2 Incident Notification

Company shall notify Client without undue delay, and in any event within seventy-two (72) hours, of becoming aware of any confirmed breach of security that results in the unauthorized access to or disclosure of Client Data within Company’s systems or infrastructure. Such notice shall include a description of the nature of the breach, the categories of data affected, and the measures taken or proposed to address the breach. Security incidents affecting only Client’s own self-hosted infrastructure are Client’s responsibility to manage and report.

7.3 Export-Controlled Data

Client represents and warrants that it will not upload, transmit, or use the platform to process any data subject to export control regulations (including ITAR, EAR, or equivalent foreign regulations) without first obtaining all required export licenses or authorizations and providing written notice to Company. Each Party is solely responsible for its own compliance with applicable export control laws.

8. Affiliates and Subcontractors

8.1 Use of Subcontractors

The Company may retain subcontractors and/or affiliates to perform services under this Agreement. The Company shall remain fully liable for any and all acts and omissions of its subcontractors and/or affiliates and shall ensure that they adhere to the terms and conditions set forth herein. Furthermore, the Company shall bear the sole responsibility for remitting payment to its subcontractors and/or affiliates. The delegation of services shall in no manner diminish or absolve the Company of its obligations and liabilities under this Agreement.

9. Warranties and Representations

9.1 Standard of Care

All Services furnished under this Agreement shall be performed with a commercially reasonable degree of care. However, Client acknowledges that the quality of Services may be impacted by factors outside of the Company’s control. As such, Client should independently verify the accuracy of Services and any related deliverables.

9.2 Mutual Representations

Each Party hereby represents and warrants that: (i) it has full power and authority to enter into this Agreement and the undersigned is a duly authorized representative; (ii) this Agreement is binding upon execution; and (iii) performance of this Agreement does not conflict with any other legal obligation of either Party.

9.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY AND CLIENT EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE PLATFORM IS PROVIDED ON AN “AS-AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN AN ORDER FORM OR SERVICE LEVEL AGREEMENT, COMPANY DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION OF THE PLATFORM IN ANY DELIVERY MODE, INCLUDING WEB APPLICATION, DESKTOP APPLICATION, OR SELF-HOSTED DEPLOYMENT. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. Remedy for Insufficient Services

10.1 Exclusive Remedies

In the event that any Services are improperly or inadequately furnished by Company, Client’s sole and exclusive remedy shall be for Client to either: (i) request that Company re-perform the improper or deficient Service(s), or (ii) request a refund of all amounts paid to Company for the inadequately performed Service(s).

10.2 Objection Window

Objections to performance of Service(s) must be made within sixty (60) days after Client receives the Services. Notwithstanding the foregoing, objections relating to latent defects that were not reasonably discoverable upon initial delivery may be raised within sixty (60) days of the date the defect was or reasonably should have been discovered, but no later than one (1) year after delivery.

11. Force Majeure

11.1 Definition and Scope

Neither Party shall be held liable for delays, errors, damages, or other problems caused by events or circumstances which are unforeseen or beyond such Party’s reasonable control, including without limitation acts of God, natural disasters, pandemic, war, terrorism, government action, or failure of third-party infrastructure (“Force Majeure Event”).

11.2 Notice and Mitigation

The Party experiencing a Force Majeure Event shall: (i) provide written notice to the other Party within five (5) business days of the onset of such event, describing the nature of the event and its anticipated impact on performance; (ii) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and (iii) resume performance as soon as reasonably practicable.

11.3 Extended Force Majeure

If a Force Majeure Event continues for sixty (60) or more consecutive days, either Party may terminate this Agreement upon written notice without liability, except that Client shall remain obligated to pay for Services performed and non-cancellable expenses incurred prior to termination.

12. Indemnification and Limitation of Liability

12.1 Mutual Indemnification

Each Party (“Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) to the extent arising from the Indemnifying Party’s negligence, willful misconduct, or material breach of this Agreement.

12.2 Limitation of Liability

Each Party’s total aggregate liability under this Agreement shall not exceed the greater of (i) the total fees paid or payable by Client to Company in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) ten thousand dollars ($10,000). This limitation applies to all claims in aggregate, regardless of the form of action, whether in contract, tort, or otherwise.

12.3 Exclusion of Consequential Damages

In no event shall either Party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, loss of data, or business interruption, even if such Party has been advised of the possibility of such damages. The foregoing exclusion shall not apply to the extent prohibited by applicable law or to damages arising from a Party’s gross negligence or willful misconduct.

13. Non-Exclusivity

Subject to the terms and conditions of this Agreement, Client appoints Company, and Company hereby accepts such appointment as Client’s non-exclusive partner. This Agreement shall not in any way prevent Client from seeking the same or similar services from another provider, nor shall it prevent Company from providing the same or similar services to other clients.

14. Confidentiality

Each Party agrees to keep confidential and not disclose to any third party any non-public, confidential, or proprietary information received from the other Party in connection with this Agreement (“Confidential Information”), except as required to perform its obligations under this Agreement or as required by law. Confidentiality obligations shall survive for five (5) years after termination of this Agreement; provided, however, that obligations with respect to trade secrets shall survive indefinitely for so long as the information qualifies as a trade secret under applicable law.

To the extent Client and Company have executed a separate Non-Disclosure Agreement (“NDA”), the terms of that NDA shall govern the treatment of Confidential Information and shall supersede this Section 14 in the event of any conflict. In the absence of a separate NDA, this Section 14 shall apply.

For the avoidance of doubt, Client’s name, logo, and the existence of this commercial relationship are not Confidential Information and may be disclosed by Company in accordance with Section 15.

15. Publicity and Co-Marketing

15.1 Default Customer Reference Rights

By executing an agreement that incorporates these Terms, Client grants Company the right to list Client’s name and logo as a customer in Company’s website, marketing materials, pitch decks, investor presentations, press releases, and other public or confidential promotional materials. Client may withdraw this consent at any time upon thirty (30) days’ written notice to Company, after which Company will promptly remove or cease new use of Client’s name and logo in materials going forward (existing printed or distributed materials need not be recalled).

15.2 Approvals for Attributed Quotes and Case Studies

Detailed case studies, attributed quotes, or jointly produced marketing content that specifically describes Client’s use case, results, or workflows shall require Client’s prior written approval (email approval is sufficient).

15.3 Trademark License

During the Term, each Party grants the other a non-exclusive, worldwide, royalty-free license to use its name and logo solely for the co-marketing activities described in this Section, in accordance with the granting Party’s brand guidelines.

15.4 Confidential Information

No Confidential Information (as defined in Section 14) will be disclosed in any marketing material without the disclosing Party’s express written consent.

15.5 Termination of Rights

If this Agreement terminates for material breach by a Party, the non-breaching Party may withdraw its consent to further use of its trademarks upon written notice.

16. Governing Law and Dispute Resolution

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

16.2 Dispute Resolution

In the event a dispute arises out of or relates to this Agreement, the Parties shall first attempt to resolve the dispute through good faith negotiation between senior executives of the respective Parties for a period of thirty (30) days from the date one Party delivers written notice of the dispute to the other (the “Negotiation Period”).

16.3 Binding Arbitration

If the dispute is not resolved within the Negotiation Period, it shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, with one (1) arbitrator mutually selected by the Parties (or, if the Parties cannot agree, appointed by the AAA). The arbitration shall be conducted in San Francisco, California, in English. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

16.4 Injunctive Relief

Notwithstanding Section 16.3, either Party may seek interim injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute, without waiving the right to arbitrate the underlying claim.

17. Miscellaneous

17.1 Independent Contractor

It is understood and agreed that the Company shall perform its duties as an Independent Contractor and not as an agent, employee, partner, or joint venture of Client. Neither Party shall have the authority to bind or commit the other Party in any manner whatsoever and shall not, at any time, hold itself out to third parties as having authority to enter into or incur any commitments, expenses, liabilities, or obligations of any nature on behalf of the other Party except as permitted in this Agreement.

17.2 Amendment

Except as expressly permitted under Section 3.4 (Pricing Adjustments), no provision of this Agreement may be amended, modified, discharged, or terminated except by an express written agreement that identifies, with particularity, the amended, modified, added, discharged, or terminated provision and is signed by an authorized representative of each of the Parties.

17.3 Notices

Any notice required or permitted to be given under this Agreement by either Party shall be in writing and shall be deemed given on the date received if delivered personally, electronically, or by reputable overnight delivery service, or three (3) days after the date postmarked if sent by registered or certified mail, return receipt requested, postage prepaid, to the addresses stated on the applicable agreement.

17.4 Waiver

A waiver of any term, provision, or condition of this Agreement shall be effective only if it is in writing. No waiver, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, provision, or condition or any other term of this Agreement. No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of such right, nor shall it prevent or restrict its further exercise.

17.5 Severability

If any provision of this Agreement is held to be unenforceable, the provisions hereof will be rendered void only to the extent that such judicial determination finds such provisions unenforceable; and, to the extent possible, such unenforceable provisions shall be deemed replaced by provisions that are valid and enforceable and that come closest to expressing the intention of such invalid or unenforceable provisions, effective as of the Effective Date. A judicial determination that any provision of this Agreement is unenforceable will not render the entire Agreement unenforceable, but rather this Agreement will continue in full force and effect absent any unenforceable provision to the maximum extent permitted by law.

17.6 Entire Agreement

These Terms and Conditions, together with any executed agreements that incorporate these Terms by reference, constitute the entire agreement between the Parties with respect to the subject matter thereof, and supersede all prior negotiations, agreements, representations, understandings, and commitments with respect thereto.

17.7 Counterparts and Electronic Signatures

This Agreement and any agreement incorporating it may be executed in counterparts, each of which shall be deemed an original. Electronic signatures (including DocuSign and similar platforms) shall be deemed valid and binding to the same extent as original signatures.

17.8 Assignment

Neither Party may assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, so long as the assignee agrees in writing to be bound by the terms of this Agreement. Any purported assignment in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

17.9 Survival

The following Sections shall survive any expiration or termination of this Agreement for any reason: Section 2.4 (Software License Termination), Section 5 (Intellectual Property), Section 12 (Indemnification and Limitation of Liability), Section 14 (Confidentiality), Section 16 (Governing Law and Dispute Resolution), and any other provisions that by their nature are intended to survive termination.

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For legal notices to Khorium Inc., please contact: legal@khorium.ai