ISOMER AI TERMS AND CONDITIONS

Last Modified: July 29, 2025

These Isomer AI Terms and Conditions ("Terms") are a binding agreement between you ("Customer" or "you") and Isomer AI, Inc., a Delaware corporation, with a mailing address of c/o Katten Muchin Rosenman LLP, Attn: Jeffrey R. Patt, Esq., 525 W Monroe St, Chicago, IL 60661 ("Provider"). Customer and Provider may be referred to herein, individually as a "Party", and together as the "Parties". These Terms govern Customer's use of Provider's web-based platform and services provided therein.

Provider may revise and update these Terms from time to time in its sole discretion. All changes are effective immediately when uploaded, submitted, published and/or posted to Provider's website located at ("https://isomer.ai/terms"). Customer can determine when the Terms were last revised by referring to the "Last Modified" date at the top of these Terms. Customer is expected to check these Terms on the Site from time to time to take notice of any changes. Customer understands and agrees that Customer's continued access to or use of the Platform and/or receipt of the Services after any posted modification to these Terms indicates Customer's consent to any such modifications. If Customer does not agree with the new Terms, Customer should not use the Platform and/or receive the Services, information, materials and/or content made available through the Platform.

1. Definitions

In addition to the terms defined elsewhere herein, the following capitalized terms shall have the following respective meanings:

• "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
• "AI Agents" means a system or program that is capable of performing tasks on behalf of a user or another system.
• "AI Customer Input" means information, data, materials, text, images, or other content that is (a) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer or any Authorized User for Processing by or through an AI Feature, or (b) collected, downloaded, or otherwise received by an AI Feature for or on behalf of Customer or any Authorized User.
• "AI Customer Output" means information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to AI Customer Input or from use of an AI Feature by or on behalf of Customer or its Authorized Users.
• "AI Feature" means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology.
• "AI Technology" means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.
• "Authorized User" means all Persons authorized by Customer to access and use the Platform and the Services provided therein the rights granted to Customer pursuant to these Terms.
• "Customer Data" means any and all information, data, materials, works, expressions, or other content that is (a) uploaded, input, or entered into the Platform by or on behalf of Customer, including for Processing, (b) provided, transferred, or made available to Provider by or on behalf of Customer or any Authorized User, including for Processing by or through the Platform and/or the Services therein or for developing or creating Deliverables, or (c) collected, downloaded, or otherwise received by and/or on behalf of Provider or the Services for or on behalf of Customer or any Authorized User. For the avoidance of doubt, Customer Data includes all AI Customer Inputs, AI Customer Outputs, Usage Data and any Personal Information contained therein.
• "Deliverables" means (a) code and algorithms, (b) fine-tuned, grounded, or otherwise modified, refined, adapted, or AI Features, Provider provided AI Agents, agent and workflow prompt templates, APIs, open source components and (c) other documents, inventions, customizations to the Platform and/or Services, and other materials that Provider provides or makes available to Customer in connection with any Services.
• "Documentation" means all user manuals, instructions, guides, model cards, and other specifications and technical materials, in any form or media, relating to the Platform and/or Services and provided or made available by Provider and any updates thereto.
• "DPA" means the Isomer AI U.S. Data-Protection Addendum located at https://isomer.ai/dpa-us, as updated from time to time.
• "Governmental Authority" means any federal, state, local, municipal, or foreign government or political subdivision thereof, or any agency, department, commission, bureau, or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent the rules, regulations, or orders of such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.
• "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
• "Law" means any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, agency guidance, or other requirement or rule of law of any Governmental Authority.
• "Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees.
• "Order Form" means the order form issued by and between Provider and Customer that describes the Platform, Documentation, Deliverables to be provided by Provider and/or the development, implementation, consulting, support and maintenance services to be performed by Provider; Each Order Form shall be part of and subject to the terms and conditions of these Terms.
• "Personal Information" means all information, however conveyed or presented and in any form, format or media that relates to an identified or identifiable (directly or indirectly) natural person which is collected, used and/or otherwise Processed by (or on behalf of) Provider for the Customer under or in connection with these Terms and/or the DPA, including in the provision of platform and/or Services.
• "Persons" means any individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
• "Platform" means Provider's platform designed for AI agents through which the Services are provided to Customer.
• "Process" means to take any action or perform any operation or set of operations on any data, information, material, work, expression, or other content, including to (a) collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works, (b) process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or (c) block, erase, or destroy. "Processing" and "Processed" have correlative meanings.
• "Provider Materials" means the Platform, Provider Systems, and Documentation for the Services, and, whether developed or acquired by Provider prior to the effective date of these Terms or independently of the performance of any Services hereunder, any and all other information, data, documents, devices, documents, data, know-how, methods, processes, hardware, software, and other technologies and inventions, including any technical or functional descriptions, requirements, plans, or reports, that are provided by and/or on behalf of Provider arising out of, related to and/or in connection with the Services and/or Provider Systems.
• "Provider Systems" means the information technology infrastructure used by or on behalf of Provider in performing the Services through the Platform or otherwise, including all computers, software, hardware, databases, models, AI Technology, AI Agents, electronic systems (including database management systems) and networks, including any modifications and improvements thereto and/or derivatives thereof, whether operated directly by Provider or through the use of third-party services, and whether existing prior to and/or pursuant to the Services.
• "Representatives" means, with respect to a Party, that Party's directors, officers, employees, agents and/or other representatives.
• "Security Breach" means (a) any personal data breach; and (b) any: (i) loss or misuse (by any means) of any Personal Information; (ii) inadvertent, unauthorized and/or unlawful disclosure, access, alteration, corruption, transfer, sale, rental, destruction, use or other processing of any Personal Information; or (c) other act or omission that compromises or may compromise the security, confidentiality and/or integrity of any Personal Information.
• "Usage Data" means any and all information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User, including any end user profile, visit, session, impression, click through, or click stream data, and any statistical or other analysis, information, or data based on or derived from any of the foregoing/technical information and metrics about Customer's and its Authorized Users' access to or use of the Services.

2. Services

During the Term (as defined below), Provider shall provide the Platform, Documentation, Deliverables, open-source components, and perform certain development, implementation, consulting, support, maintenance and other professional services, in each case, as specified on an Order Form and/or as otherwise mutually agreed upon between the Parties in writing ("Services").

3. Access and Use

4. Customer Data

Customer may provide certain Customer Data to Provider in connection with these Terms. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto. Subject to the terms and conditions of these Terms, Customer hereby grants Provider a limited, royalty-free, non-exclusive, non-transferable and non-sublicensable (except as expressly provided for herein) license to Process the Customer Data as necessary to provide the Services. Customer represents and warrants to Provider it has the rights in (including third party Intellectual Property Rights) and has obtained the authorizations to the Customer Data necessary for its use with the Platform and/or Services, share and Process the Customer Data, and grant the rights contemplated herein.

5. AI Customer Outputs

With respect to any AI Customer Outputs, (a) Provider is not responsible or liable if any such AI Customer Outputs that are inaccurate or incomplete in any respect; (b) Provider is not responsible or liable for any actions that Customer takes or does not take based on such AI Customer Outputs; (c) Customer will use such AI Customer Outputs solely for its internal business purposes, and shall not use the any AI Customer Outputs (i) to develop, train, or improve any AI or machine learning models or other AI technology; (ii) to represent any AI Output as being approved or vetted by the Provider; and/or (iii) in a manner that infringes, misappropriates, or violates any third-party intellectual property rights; and/or (e) Customer will use such AI Customer Outputs solely in compliance with applicable Laws.

6. Customer Obligations

6.1. In connection with Provider's performance of the Services, Customer shall fulfill the following responsibilities and any additional obligations set forth in applicable Statements of Work ("Customer Obligations"): (a) provide Provider with reliable, accurate and complete information as required; (b) make timely decisions and obtain required management approvals; (c) obtain all consents, approvals and licenses necessary from third parties required for Provider to perform its obligations under these Terms; and (d) retain responsibility for its compliance with all applicable Laws.

6.2. In the event Provider is performing certain implementation, support, maintenance and/or other services for the Customer, Customer acknowledges that any delivery schedules as mutually agreed upon between the Parties in writing, are contingent upon timely performance of Customer's Obligations. Customer shall immediately advise Provider in writing as soon as it becomes aware of any developments that may delay or inhibit its full performance of a Customer Obligation. In the event of a delay caused by (a) Customer's failure or inability to timely perform a Customer Obligation; (b) Customer's request for changes to the applicable Statement of Work (whether pursuant to a Change Order or otherwise); (c) third parties not under the control of Provider, or (d) Customer's action(s) or omission(s); then the applicable schedules for delivery of Services shall be adjusted as required and mutually agreed upon between the Parties. Provider may withhold or suspend further performance of the Services until the Parties agree on a mutually executed amendment to such schedules.

6.3. Provider shall be entitled to rely on all Customer decisions and approvals made in relation to these Terms. Nothing in these Terms shall require Provider to evaluate, advise on, modify, confirm, or reject such decisions and approvals.

7. Warranty

8. Fees; Taxes; Payment

9. Data Protection

10. Confidential Information

Each Party shall retain all right, title and interest in and to its respective Intellectual Property Rights, including any improvements, enhancements and/or modifications thereto. For clarity, Customer acknowledges that all right, title, and interest in and to all copyrights, source and object code, trademarks, algorithms, patents and trade secrets embodied in and/or associated with the Platform (including any solutions to be developed by Provider hereunder), all works, inventions, and other subject matter incorporating, based on, or derived from the Platform, Provider Materials, Aggregated Statistics, Deliverables and other documents, inventions, work product, and materials related thereto, together with all ideas, concepts, processes, and methodologies developed in connection therewith, whether or not embodied therein, including all Intellectual Property Rights relating thereto, are and shall at all times remain with Provider ("Provider Intellectual Property"); provided that, the foregoing shall not limit Customer's use of the AI Customer Outputs, subject to Section 5. Customer shall, and hereby does assign, transfer, and otherwise convey to Provider, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to such Provider Intellectual Property.

11. Intellectual Property

Each Party shall retain all right, title and interest in and to its respective Intellectual Property Rights, including any improvements, enhancements and/or modifications thereto. For clarity, Customer acknowledges that all right, title, and interest in and to all copyrights, source and object code, trademarks, algorithms, patents and trade secrets embodied in and/or associated with the Platform (including any solutions to be developed by Provider hereunder), all works, inventions, and other subject matter incorporating, based on, or derived from the Platform, Provider Materials, Aggregated Statistics, Deliverables and other documents, inventions, work product, and materials related thereto, together with all ideas, concepts, processes, and methodologies developed in connection therewith, whether or not embodied therein, including all Intellectual Property Rights relating thereto, are and shall at all times remain with Provider ("Provider Intellectual Property"); provided that, the foregoing shall not limit Customer's use of the AI Customer Outputs, subject to Section 5. Customer shall, and hereby does assign, transfer, and otherwise convey to Provider, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to such Provider Intellectual Property.

12. Feedback

Any suggestions, information or feedback provided by Customer to Provider regarding the Platform and/or the Services (including with respect to modifications, enhancements, improvements and other changes to the Platform or associated documentation) ("Feedback") is voluntary and Customer hereby grants to Provider a world-wide, royalty free, irrevocable, transferrable, perpetual license to use (and authorize others to use) any Feedback without restriction.

13. Mutual Representations, Warranties, and Covenants

Each Party represents, warrants, and covenants to the other Party that (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has, and throughout the Term, will retain, the full right, power, and authority to enter into these Terms and perform its obligations hereunder; (c) the execution of these Terms by its representative whose signature is set forth at the end of these Terms has been duly authorized by all necessary corporate or organizational action of such Party; (d) when executed and delivered by both Parties, these Terms will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, and (e) to comply with applicable Laws.

14. Compliance with Laws

Each Party shall comply with all Laws applicable to the operation of their respective businesses and in the provision and/or use of the Platform and/or the performance of and/or receipt of the Services herein, including data privacy Laws.

15. Indemnification

16. Limitations on Liability

17. Use Limitations

18. Third Party Materials

"Third-Party Materials" means any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, algorithms, AI Features, content, and technology, in any form or media, in which any Person other than Customer or Provider owns any Intellectual Property Right, but specifically excluding Open-Source Components. Provider shall secure, at its sole cost and expense, all rights, licenses, consents, approvals, and authorizations necessary for Customer to use all Approved Third-Party Materials as incorporated in or otherwise used in conjunction with the Services, AI Customer Outputs, or Deliverables and fully exercise Customer's rights, licenses, and obligations under these Terms (e.g., user management is handled by Auth0 and orchestration is handled by Temporal). Provider hereby expressly disclaims and will have no liability with regards to such Third-Party Materials and/or any actions resulting from Customer's use of same. The availability of such sites or services does not mean Provider endorses, supports or warrants the foregoing.

19. Term and Termination

20. Survival

Any right or obligation of the Parties in these Terms that, by its nature, should survive termination or expiration of these Terms will survive any expiration or termination of these Terms, including provisions related to intellectual property rights, confidentiality, privacy, indemnification, representations and warranties, limitations of liability, notices, and effects of termination.

21. Audit

No more than once annually and at Customer's cost, Customer may, upon seven (7) days' prior written notice, audit Provider's books and records relevant to the calculation of Fees, information security, security of data and any other information relevant to Provider's performance of the Services, at Provider's designated facility and during normal business hours. Customer's audit rights exclude lump sums and/or fixed rates, trade secrets, proprietary information, source code and/or personnel files. Provider shall promptly, upon written notice from Customer, pay the amount of any overpayment revealed by the audit.

22. Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

23. Public Announcements

Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to these Terms or otherwise use the other Party's trademarks, service marks, trade names, logos and/or domain names, in each case, without the prior written consent of the other Party.

24. Notices

Any notice, request, consent, claim, demand, waiver, or other communications under these Terms shall be in writing and addressed to a Party as follows (or to such other address or such other person that such Party may designate from time to time in accordance with this Section 24):

Notices sent in accordance with this Section shall be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email, with confirmation of transmission, if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and (d) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

25. Entire Agreement

These Terms and any other documents incorporated herein by reference constitute the sole and entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the terms and conditions of these Terms and any other documents incorporated herein by reference, the Terms shall take precedence and control. The headings in these Terms are for reference only and do not affect the interpretation thereof. For the avoidance of doubt, the DPA is deemed incorporated herein, and in any conflict between the DPA and these Terms regarding data-protection obligations, the DPA will prevail.

26. Assignment

Neither Party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under these Terms, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other Party's prior written consent; provided, however, either Party may make an assignment, in whole or in part, without the other Party's consent to an affiliate or in the event of a Change of Control. For the purpose of these Terms, a "Change of Control" means, with respect to a Party, (a) a merger or consolidation of such Party with a third party which results in the voting securities of such Party outstanding immediately prior thereto ceasing to represent at least fifty percent (50%) of the combined voting power of the surviving entity immediately after such merger or consolidation, or (b) except in the case of a bona fide equity financing in which a Party issues new shares of its capital stock, a transaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of such Party, or (c) the sale or other transfer to a third party of all or substantially all of such Party's assets. Any purported assignment, delegation, or transfer in violation of this Section is void. These Terms are binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

27. Force Majeure

Provider shall not be liable for, and shall be excused from, any failure to deliver or perform or for delay in delivery or performance due to causes beyond its reasonable control, including, but not limited to, epidemics or pandemics, governmental actions, fire, work stoppages, shortages, civil disturbances, transportation problems, interruptions of power or communications, failure of suppliers or subcontractors, natural disasters or other acts of God.

28. No Third-Party Beneficiaries

These Terms are for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of these Terms.

29. Amendment and Modification; Waiver

Except as expressly provided for herein, no amendment to or modification of these Terms is effective unless it is in writing and signed by a duly authorized representative of each Party. No waiver by any Party of any provisions hereof is effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

30. Severability

If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

31. Governing Law; Submission to Jurisdiction

These Terms shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms, the Platform and/or the Services shall be instituted exclusively in the state and/or federal courts of appropriate jurisdiction located in New York, New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. In the event any dispute, claim, suit, action, proceeding and/or litigation arising out of or relating to these Terms, the Platform and/or the Services, the prevailing Party shall be entitled to recover from the non-prevailing Party all reasonable cost and expenses (including reasonable attorneys' fees) incurred in connection therewith upon receipt of a final non-appealable judgment from a court of competent jurisdiction.

32. Equitable Relief

Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Sections 9, 10 and 11 may cause the other Party irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available herein, at law, in equity, or otherwise.