Master Subscription Agreement

HEMA AI INC.

Master Subscription Agreement

Last Updated: June 13, 2026

This Master Subscription Agreement ("Agreement") is entered into between Hema AI Inc., a corporation incorporated under the laws of the State of Delaware, United States of America, having its registered office at 131 Continental Dr, Suite 305, Newark, Delaware 19713 ("Hema AI") and the entity identified as "Customer" in the order form executed by Hema AI and Customer, the checkout page on Hema AI's website, or the order confirmation email generated by Hema AI, in each case referencing this Agreement (the "Order"). Hema AI and Customer are each a "Party" and, collectively, the "Parties." Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the applicable Order. The Parties agree as follows:

Table of Contents

1. Overview

2. Services

3. Service Levels and Support

4. Data

5. Customer Obligations

6. Suspension of Service

7. Third-Party Platforms

8. Fees and Taxes

9. Warranties and Disclaimers

10. Term and Termination

11. Feedback

12. Limitations of Liability

13. Indemnification

14. Confidentiality

15. Required Disclosures

16. Trials and Betas

17. Publicity

18. General Terms

1. Overview

Subject to the terms and conditions of this Agreement, Hema AI will make available to Customer Hema AI's software-as-a-service platform accessible at www.tryhema.com, which provides services related to artificial intelligence search analytics and brand visibility, including analysis of certain third-party artificial intelligence platforms' ("AI Platforms") treatment of specified products, services, and brand assets. The Services may include prompt analytics, AI search visibility monitoring, competitor benchmarking, integration and analytics with web logging platforms, generation of content for consumption by large language models, and other features, all as identified in the applicable Order (each individually a "Service" and, collectively, the "Services"). Use of the Services may be subject to certain limitations, such as limits on the volume and type of queries that may be submitted by Customer, the number of reports generated, or the scope of data returned, as further described in the applicable Order.

2. Services

2.1 Ordering Process; Agreement

Subscriptions to the Services are purchased pursuant to an Order. Each Order will identify the Services to which Customer is subscribing and, as applicable, the number of permitted queries, any limitations on the structure or scope of data to be returned, the subscription fees, and the initial term of the Order ("Order Initial Term").

2.2 Access Grant

During the Term, and subject to Customer's compliance with this Agreement, Hema AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer's internal business purposes, in accordance with the Documentation, this Agreement, and any limitations set forth in the applicable Order. The foregoing license includes the right to access, view, and use the reports, information, content, insights, responses, and outputs generated through the Services (including responses returned by AI Platforms or other third-party platforms in connection with prompts submitted through the Services, and other materials made available through the Services from time to time) ("Service Content") for Customer's internal business purposes.

2.3 Users

"User" means an employee or contractor of Customer that Customer authorizes to use the applicable Hema AI Technology on Customer's behalf, using the login mechanisms designated by Hema AI ("Log-in Credentials"). Hema AI shall not be required to permit the total number of Users who have accessed or used the Hema AI Technology during the Term to exceed the maximum User quantity specified in the applicable Order. Customer shall not make the Hema AI Technology available to any person or entity other than authorized Users. Each User must keep its Log-in Credentials confidential and must not share them with any other individual or entity. Customer is responsible for its Users' compliance with this Agreement and for all actions taken through their Log-in Credentials (except for actions resulting from Hema AI's own breach of this Agreement). Customer shall promptly notify Hema AI in writing if it becomes aware of any actual or suspected compromise of any Log-in Credentials.

2.4 Restrictions

Customer shall not, and shall not permit any third party to, directly or indirectly:

1. provide access to, distribute, sell, resell, or sublicense the Services, Service Content, or any related content or technology provided by or on behalf of Hema AI (collectively, "Hema AI Technology") to any third party (other than authorized Users);

2. use the Hema AI Technology to develop a similar or competing product or service or to provide products or services to any third party on a service-bureau or outsourcing basis;

3. reverse engineer, decompile, disassemble, or otherwise attempt to access the source code or non-public APIs of the Hema AI Technology, except to the extent such restriction is prohibited under applicable law (and then only with prior written notice to Hema AI);

4. modify or create derivative works of the Hema AI Technology, or copy any element thereof;

5. remove, obscure, or alter any proprietary notices, trademarks, or copyright notices contained in or on the Hema AI Technology;

6. publish benchmarks or comparative performance information about the Hema AI Technology without Hema AI's prior written consent;

7. interfere with or disrupt the operation or integrity of the Hema AI Technology, circumvent any access restrictions, or conduct any security, penetration, or vulnerability testing of the Hema AI Technology;

8. transmit any viruses, malware, or other harmful or disruptive code or materials to the Hema AI Technology;

9. use the Hema AI Technology in any manner that poses a risk of harm to any individual or entity;

10. intentionally impair the security, availability, or integrity of the Hema AI Technology; or

11. access or use the Hema AI Technology in any manner that violates any applicable local, state, federal, or international laws, regulations, rules, orders, or conventions, including those related to data privacy and data transfer, international communications, or the export of data or technology ("Law").

3. Service Levels and Support

During the Term, Hema AI will: (a) offer the Services to Customer in accordance with Hema AI's then-current Service Level Agreement, as posted at www.tryhema.com/legal/service-level-agreement and as may be updated from time to time; and (b) use commercially reasonable efforts to support the Services in accordance with Hema AI's then-current Support Policy, as posted at www.tryhema.com/legal/support-policy and as may be updated from time to time.

4. Data

4.1 Retention of Rights

Neither Party grants the other any rights or licenses not expressly set forth in this Agreement. Without limiting the foregoing, and except for the limited licenses expressly granted herein: (a) Customer retains all right, title, and interest in and to the Customer Data; and (b) Hema AI and its licensors retain all right, title, and interest in and to the Service Content and the Hema AI Technology. As used in this Agreement, "Customer Data" means any materials, data, content, or information that Customer (including its Users) inputs, submits, or otherwise makes available to Hema AI, including any queries submitted through the Services.

4.2 Use of Customer Data

Customer hereby grants Hema AI a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to contractors and service providers engaged in connection with the Services), non-transferable (except as set forth in Section 18.1) right and license to access and use Customer Data solely to: (a) provide the Services to Customer and as otherwise permitted under this Agreement; and (b) derive or generate Telemetry (as defined below).

4.3 Telemetry

"Telemetry" means aggregated, de-identified technical information, logs, data, metrics, and learnings generated or derived from, or related to, Customer's and Users' use of the Services and/or Customer Data, which information does not identify Users, Customer, or any individual natural person as its source. As between the Parties, Hema AI owns all Telemetry, and Hema AI may use Telemetry for any lawful purpose, including improving and developing the Services.

4.4 Data Processing Agreement

To the extent Hema AI processes Customer Data subject to applicable data protection laws ("Data Protection Law") in the provision of the Services, each Party shall comply with its respective obligations under Hema AI's Data Processing Agreement, as posted at www.tryhema.com/legal/data-processing-agreement (the "Data Processing Agreement"), which is hereby incorporated into this Agreement by reference.

5. Customer Obligations

Customer is solely responsible for its Customer Data, including its content, accuracy, and legality. Customer shall comply with all applicable Laws in connection with its use of the Services, including all Laws applicable to Customer Data. Customer represents, warrants, and covenants that it has made all required disclosures, provided all required notices, and has obtained all rights, consents, and permissions necessary for Hema AI to access and use Customer Data and exercise the rights granted to it under this Agreement without violating or infringing any applicable Law, third-party rights, or terms or policies that govern or apply to the Customer Data.

6. Suspension of Service

Hema AI may immediately suspend Customer's access to any or all of the Hema AI Technology, in whole or in part, if: (a) Customer breaches Section 2.4 (Restrictions) or Section 5 (Customer Obligations); (b) Customer's account is thirty (30) or more days past due; (c) a change in applicable Law, or a new Law, requires Hema AI to suspend access or would otherwise impose additional liability on Hema AI; or (d) Customer's use of the Hema AI Technology poses a risk of harm to Hema AI's other customers or to the security, availability, or integrity of the Hema AI Technology. Where practicable, Hema AI will use reasonable efforts to provide Customer with advance written notice of any suspension (which may be delivered by email).

7. Third-Party Platforms

The Services may support integration with third-party platforms, add-ons, services, or products not provided by Hema AI ("Third-Party Platforms"). Customer's use of any Third-Party Platform integrated with or made available through the Services is governed by Customer's agreement with the relevant third-party provider and not by this Agreement. Hema AI does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Hema AI Technology, or for the manner in which Third-Party Platforms or their providers use Customer Data.

By enabling a Third-Party Platform to interact with the Hema AI Technology, Customer authorizes Hema AI to access and exchange Customer Data with such Third-Party Platform on Customer's behalf. To the extent an integration with a Third-Party Platform requires that Hema AI use Customer's access credentials for such Third-Party Platform, Customer: (a) agrees to provide such credentials to Hema AI; (b) represents and warrants that Customer has all necessary rights and authority to provide such credentials; and (c) authorizes Hema AI to use such credentials on Customer's behalf solely in connection with the provision of the Services.

8. Fees and Taxes

8.1 Fees

Customer shall pay the fees for the Hema AI Technology as set forth in each Order ("Fees"). All Fees shall be paid in U.S. dollars unless the applicable Order expressly provides otherwise. Fees are invoiced as described in the applicable Order. Unless the Order provides otherwise, all Fees are due and payable within thirty (30) days of the invoice date. Fees applicable to any Order Renewal Term shall be at Hema AI's then-current rates, regardless of any discounted pricing in a prior Order. All Fees are non-refundable except as expressly set forth in Section 13.4 (Mitigation). Hema AI reserves the right to suspend or terminate access to the Services for non-payment in accordance with Section 6.

8.2 Taxes

Customer is solely responsible for all sales, use, goods and services, value-added, withholding, and similar taxes or levies that apply to any Order or the Services, whether domestic or foreign, other than taxes imposed on Hema AI's net income or gross receipts ("Taxes"). All Fees quoted by Hema AI are exclusive of applicable Taxes. If Hema AI is required to collect any Taxes from Customer, Hema AI will invoice Customer for such Taxes and Customer shall pay such Taxes in addition to the applicable Fees.

8.3 Late Payment

If Customer fails to pay any amounts due under this Agreement by the applicable due date, Hema AI may, in addition to any other remedies available at law or equity and without limiting its right to suspend or terminate the Services: (a) charge interest on the overdue amounts at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if less), compounded monthly from the due date until the date of actual payment; and (b) require Customer to reimburse Hema AI for all reasonable costs of collection, including attorneys' fees.

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each Party represents, warrants, and covenants to the other Party that:

12. it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization or incorporation;

13. the execution, delivery, and performance of this Agreement have been duly and validly authorized by all necessary corporate or other organizational action on the part of such Party;

14. this Agreement constitutes a valid and binding obligation of such Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity;

15. the execution and performance of this Agreement by such Party does not and will not conflict with, violate, or result in a material default under any other agreement, instrument, order, or obligation to which such Party is subject or bound; and

16. it shall comply with all applicable laws and regulations in connection with its performance under this Agreement.

9.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1 (MUTUAL WARRANTIES), THE HEMA AI TECHNOLOGY, ALL SUPPORT AND TECHNICAL SERVICES, AND ALL OTHER SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." HEMA AI, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. HEMA AI DOES NOT WARRANT THAT: (A) CUSTOMER'S USE OF THE HEMA AI TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE HEMA AI TECHNOLOGY WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS; OR (C) THE SERVICES OR SERVICE CONTENT WILL BE ACCURATE, COMPLETE, RELIABLE, OR FREE FROM ERRORS.

HEMA AI IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, OR OTHER SYSTEMS OR INFRASTRUCTURE OUTSIDE OF HEMA AI'S REASONABLE CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS UNDER APPLICABLE LAW, BUT THE DURATION OF ANY STATUTORILY REQUIRED WARRANTIES SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW.

Without limiting the foregoing, and notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that: (a) the Services and Service Content do not constitute professional, legal, financial, medical, or regulatory advice; (b) the Services and Service Content may include inaccurate or incomplete information; (c) Customer is solely responsible for independently evaluating the Service Content and any other information received through the Services before acting upon it; and (d) due to the dynamic and evolving nature of AI Platforms and Third-Party Platforms, Hema AI does not guarantee that the Services will support or be compatible with any specific AI Platforms or Third-Party Platforms at all times.

10. Term and Termination

10.1 Term

This Agreement commences on the effective date set forth in the first Order between the Parties referencing this Agreement (the "Effective Date") and continues until no Order has been in effect for a period of at least ninety (90) consecutive days, unless earlier terminated in accordance with the terms of this Agreement (the "Term"). Each Order shall commence on the start date specified therein and shall continue for the Order Initial Term. Unless either Party provides the other with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term, each Order shall automatically renew for successive renewal terms of the same duration as the Order Initial Term (each, an "Order Renewal Term"). If no renewal term length is specified in an Order, such Order shall expire at the end of the Order Initial Term without automatic renewal.

10.2 Termination for Cause

Either Party may terminate this Agreement (including all outstanding Orders) immediately upon written notice to the other Party if the other Party: (a) fails to cure a material breach of this Agreement — including, where Customer is the breaching Party, a failure to pay Fees when due — within thirty (30) days after receiving written notice of such breach; (b) ceases to conduct business in the ordinary course without a successor; or (c) becomes the subject of a voluntary or involuntary petition in bankruptcy, seeks protection under a receivership, trust deed, creditors' arrangement, assignment for the benefit of creditors, composition, or comparable proceeding, or if such a proceeding is instituted against such Party and is not dismissed within sixty (60) days of filing.

10.3 Effect of Termination or Expiration

Upon the expiration or earlier termination of this Agreement: (a) all rights granted to Customer under this Agreement shall immediately cease; (b) Customer shall promptly discontinue all use of the Hema AI Technology; and (c) each Party shall, within thirty (30) days, return or permanently destroy (and certify such destruction in writing, upon request) all Confidential Information of the other Party in its possession, subject to Hema AI's right to retain copies of Customer Data and other Confidential Information to the extent: (i) required to comply with applicable Law; (ii) contained in standard system backups generated in the ordinary course of business, subject to the confidentiality obligations of this Agreement; or (iii) otherwise expressly permitted under this Agreement.

10.4 Survival

The following Sections shall survive the expiration or termination of this Agreement for any reason: 2.4 (Restrictions), 4 (Data), 5 (Customer Obligations), 8 (Fees and Taxes), 9.2 (Disclaimers), 10.3 (Effect of Termination), 10.4 (Survival), 11 (Feedback), 12 (Limitations of Liability), 13 (Indemnification), 14 (Confidentiality), 15 (Required Disclosures), 16 (Trials and Betas), 17 (Publicity), and 18 (General Terms), together with any other provisions that by their nature should reasonably survive termination. Except where an exclusive remedy is expressly provided in this Agreement, a Party's exercise of any remedy under this Agreement, including termination, shall not limit or preclude such Party from pursuing any other remedy available at law or equity.

11. Feedback

To the extent Customer or any of its Users provides Hema AI with feedback, suggestions, comments, enhancement requests, or other input regarding the Hema AI Technology (including Service Content and underlying datasets), or Hema AI's products, services, or technology (collectively, "Feedback"), Hema AI shall have: (a) sole and absolute discretion to determine whether and how to use, incorporate, or otherwise act upon such Feedback; and (b) a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable right to use, exploit, incorporate, and disclose the Feedback in connection with any of its products, services, technologies, or other materials, without restriction or compensation to Customer or any User. Customer hereby assigns to Hema AI all right, title, and interest in and to any Feedback provided by Customer or its Users.

12. Limitations of Liability

12.1 Exclusion of Consequential Damages

EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS (AS DEFINED IN SECTION 12.3), NEITHER PARTY NOR ANY OF ITS RESPECTIVE AFFILIATES, SUPPLIERS, OR LICENSORS SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY: LOSS OF USE; LOSS OF DATA OR CONTENT; LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES; LOSS OF GOODWILL; FAILURE OF SECURITY MECHANISMS; INTERRUPTION OF BUSINESS; OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

12.2 Aggregate Liability Cap

EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, EACH PARTY'S (AND ITS RESPECTIVE AFFILIATES', SUPPLIERS', AND LICENSORS') TOTAL AND AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO HEMA AI UNDER THIS AGREEMENT DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM GIVING RISE TO SUCH LIABILITY FIRST AROSE.

12.3 Excluded Claims

"Excluded Claims" means: (a) either Party's breach of its obligations under Section 14 (Confidentiality) (excluding claims relating to Customer Data); and (b) either Party's indemnification obligations under Section 13 (Indemnification).

12.4 Nature of Claims; Failure of Essential Purpose

The exclusions and limitations in this Section 12 apply regardless of the form of action, whether sounding in contract, tort (including negligence), strict liability, statute, equity, or otherwise, and shall remain in full force and effect even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

13. Indemnification

13.1 Indemnification by Hema AI

Hema AI shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any damages, liabilities, and costs (including reasonable attorneys' fees) finally awarded against Customer or agreed by Hema AI in settlement, arising from any third-party claim alleging that the Hema AI Technology, when used by Customer in strict accordance with this Agreement, infringes or misappropriates a third party's patent, copyright, trademark, or trade secret rights under U.S. law.

13.2 Indemnification by Customer

Customer shall indemnify and hold harmless, and at Hema AI's request shall defend, Hema AI and its officers, directors, employees, and agents from and against any third-party claim, including all damages and costs (including reasonable attorneys' fees) awarded against Hema AI or agreed in settlement, to the extent: (a) the claim alleges facts that, if true, would constitute a breach of Section 5 (Customer Obligations) by Customer; or (b) the claim arises from or relates to Customer's business practices, Customer Data, or Customer's use of Service Content in a manner not authorized by this Agreement.

13.3 Indemnification Procedures

The indemnifying Party's obligations under this Section 13 are conditioned upon the indemnified Party: (a) providing the indemnifying Party with prompt written notice of the claim (provided that failure to provide timely notice shall only relieve the indemnifying Party of its indemnification obligations to the extent it is materially prejudiced by such failure); (b) granting the indemnifying Party the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) providing all reasonably necessary cooperation to the indemnifying Party, at the indemnifying Party's expense for reasonable out-of-pocket costs. The indemnifying Party may not settle any claim without the indemnified Party's prior written consent if such settlement would require the indemnified Party to take or refrain from taking any action (other than with respect to use of the Hema AI Technology, where Hema AI is the indemnifying party).

13.4 Mitigation

In response to an actual or potential infringement or misappropriation claim relating to the Hema AI Technology, if required by settlement or injunctive relief, or as Hema AI determines necessary to avoid material liability, Hema AI may, at its sole option and expense: (a) procure for Customer the right to continue using the affected Hema AI Technology; (b) replace or modify the allegedly infringing component of the affected Hema AI Technology to eliminate the infringement without materially reducing the overall functionality; or (c) terminate this Agreement with respect to the affected Hema AI Technology and refund to Customer any pre-paid, unused Fees allocable to the remaining unexpired portion of the applicable Order term.

13.5 Exceptions to Hema AI's Indemnification Obligations

Hema AI's indemnification obligations under Section 13.1 shall not apply to claims arising from or related to: (a) Customer's modification of the Hema AI Technology or use of the Hema AI Technology in combination with products, data, or materials not provided by Hema AI (including Third-Party Platforms or Customer Data); (b) Customer's unauthorized use of the Hema AI Technology; (c) any settlement or admission made by Customer with respect to a claim without Hema AI's prior written consent; or (d) any Trials and Betas or other free, evaluation, or trial use of the Hema AI Technology.

13.6 Exclusive Remedy

THIS SECTION 13 SETS FORTH CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND HEMA AI'S ENTIRE LIABILITY, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE HEMA AI TECHNOLOGY.

14. Confidentiality

14.1 Definition

"Confidential Information" means any non-public information disclosed by one Party ("Discloser") to the other Party ("Recipient") under or in connection with this Agreement that is designated as confidential or proprietary, or that a reasonable person in the Recipient's position would understand to be confidential given the nature of the information or the circumstances of its disclosure. Without limiting the foregoing: (a) Hema AI's Confidential Information includes the terms and conditions of this Agreement, the Hema AI Technology (including all technical, performance, and pricing information), and Service Content; and (b) Customer's Confidential Information includes Customer Data.

14.2 Confidentiality Obligations

As Recipient, each Party shall: (a) hold the Discloser's Confidential Information in strict confidence and implement commercially reasonable measures to prevent its unauthorized disclosure or use; and (b) use the Discloser's Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Upon the Discloser's written request, the Recipient shall promptly return or permanently destroy all Confidential Information, except that Hema AI may retain Customer's Confidential Information to the extent necessary to continue providing the Hema AI Technology as contemplated by this Agreement. Each Recipient may disclose Confidential Information to its employees, agents, contractors, and advisors (including attorneys and accountants) who have a legitimate need to know such information in connection with this Agreement, provided that such persons are bound by written confidentiality and non-use obligations no less protective than those set forth in this Section 14, and provided that the Recipient remains responsible for their compliance.

14.3 Exclusions

The confidentiality obligations under this Section 14 shall not apply to information that the Recipient can demonstrate by reasonable documentary evidence: (a) is or becomes publicly known through no fault or act of the Recipient or its representatives; (b) was rightfully known to or in the possession of the Recipient prior to its disclosure under this Agreement; (c) was rightfully received by the Recipient from a third party without any confidentiality restriction; or (d) was independently developed by the Recipient without reference to or use of the Discloser's Confidential Information.

14.4 Remedies

Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause substantial and irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, each Party shall be entitled to seek immediate injunctive or other equitable relief in addition to any other available legal remedies, without the necessity of posting a bond or other security, and without the requirement of proving actual damages.

15. Required Disclosures

Nothing in this Agreement shall prohibit either Party from disclosing Customer Data or other Confidential Information to the extent required by applicable Law, regulation, subpoena, court order, or order of a governmental authority of competent jurisdiction, provided that (to the extent permitted by applicable Law) the Party subject to such requirement: (a) provides the other Party with prompt prior written notice of such requirement; and (b) reasonably cooperates with the other Party, at the other Party's expense, in seeking a protective order or other appropriate confidential treatment of the Confidential Information to be disclosed.

16. Trials and Betas

If Customer receives access to any Hema AI Technology or features thereof on a no-charge, trial, alpha, beta, or early access basis ("Trials and Betas"), such access is permitted solely for Customer's internal evaluation purposes during the trial period designated by Hema AI (or, if no period is designated, thirty (30) days). Trials and Betas are optional, and either Party may terminate such access at any time and for any reason without liability. Trials and Betas may be inoperable, incomplete, or include features that Hema AI may never release in a generally available version. All features and performance information relating to Trials and Betas constitute Hema AI's Confidential Information.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, HEMA AI PROVIDES NO WARRANTIES, INDEMNITIES, OR SUPPORT OBLIGATIONS WITH RESPECT TO TRIALS AND BETAS, AND HEMA AI'S TOTAL AGGREGATE LIABILITY TO CUSTOMER IN CONNECTION WITH TRIALS AND BETAS SHALL NOT EXCEED FIFTY U.S. DOLLARS (US$50.00).

17. Publicity

Hema AI may include Customer's name, company name, and logo in Hema AI's customer lists, case studies, press releases, website, and other promotional or marketing materials solely to identify Customer as a user of the Services. Hema AI shall cease any specific use of Customer's name or trademarks in such materials upon Customer's written request. Neither Party shall issue any press release or public statement relating to this Agreement or the relationship between the Parties without the prior written consent of the other Party.

18. General Terms

18.1 Assignment

Neither Party may assign, transfer, or delegate 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, consolidation, reorganization, change of control, or a sale of all or substantially all of its assets or equity to which this Agreement relates, so long as the assignee assumes all obligations of the assigning Party under this Agreement. Any purported assignment in violation of this Section is void and of no effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

18.2 Governing Law; Jurisdiction and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and applicable federal laws of the United States, without regard to any conflict-of-laws rules that would require the application of the law of another jurisdiction, and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts of competent jurisdiction located in the State of Delaware for the resolution of any dispute arising out of or relating to this Agreement, and each Party hereby waives any objection to the laying of venue in such courts.

18.3 Notices

All notices, requests, consents, and other communications required or permitted under this Agreement must be in writing and shall be deemed duly given: (a) upon personal delivery to the receiving Party; (b) upon confirmation of receipt if sent by certified or registered U.S. mail, return receipt requested, postage prepaid; (c) one (1) business day after dispatch by a nationally recognized commercial overnight courier service; or (d) upon the earlier of confirmed receipt or one (1) business day after transmission by email (provided the sender does not receive an automated delivery failure notice).

Notices to Hema AI shall be sent to:

Hema AI Inc.

131 Continental Dr, Suite 305

Newark, Delaware 19713

United States of America

Email: info@tryhema.com

Notices to Customer shall be sent to the address or email specified in the applicable Order. Either Party may update its notice address by providing written notice to the other Party in accordance with this Section. Hema AI may also deliver operational and administrative notices to Customer by email or through the Services.

18.4 Supplemental Terms

Certain features of the Services may be governed by additional product-specific terms and conditions made available to Customer from time to time ("Supplemental Terms"), including as posted at www.tryhema.com/legal/supplemental-terms. Any Supplemental Terms governing Services used by or made available to Customer are incorporated into and made a part of this Agreement.

18.5 Entire Agreement

This Agreement, together with all Orders, Supplemental Terms, the Data Processing Agreement, and any other attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, negotiations, and understandings between the Parties relating thereto, whether oral or written. In this Agreement: (a) headings are for convenience only and shall not affect the interpretation of any provision; (b) "including" and similar expressions are to be construed as meaning "including without limitation"; and (c) this Agreement may be executed in counterparts, including electronic copies, PDFs, and documents signed via electronic signature platform, each of which constitutes an original, and all of which together constitute one and the same agreement.

18.6 Amendments

Except as otherwise expressly provided in this Agreement, no amendment, modification, or supplement to this Agreement shall be valid or binding unless made in writing and duly executed by an authorized representative of each Party, or agreed through electronic means as provided by Hema AI. The terms of any Customer purchase order, business form, acknowledgment, or similar document shall not amend or modify this Agreement and are expressly rejected by Hema AI; such Customer documents are for administrative convenience only and shall have no legal effect. Notwithstanding the foregoing, Hema AI may from time to time update this Agreement by providing Customer with written notice (including by displaying a notification within the Services or by email). Such updates shall become effective on a going-forward basis at the commencement of the first Order Renewal Term occurring at least sixty (60) days after the date of Hema AI's notice.

18.7 Waivers and Severability

No waiver of any provision of this Agreement shall be effective unless made in writing and signed by an authorized representative of the waiving Party; no waiver shall be implied from conduct or course of dealing. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity shall not affect any other provision of this Agreement. The Parties agree that any invalid, illegal, or unenforceable provision shall be replaced by a valid provision that, to the greatest extent practicable, achieves the same economic effect and intent as the replaced provision.

18.8 Force Majeure

Neither Party shall be liable for any delay or failure to perform any obligation under this Agreement (other than a payment obligation) to the extent such delay or failure is directly caused by events or circumstances beyond such Party's reasonable control and without such Party's fault or negligence, including acts of God, natural disasters, earthquakes, floods, fires, wars, acts of terrorism, civil unrest, pandemics, epidemics, strikes or labor disputes, governmental actions, Internet or utility failures, or changes in applicable Law. The Party affected by a force majeure event shall: (a) promptly notify the other Party in writing of the nature and expected duration of the event; and (b) use commercially reasonable efforts to resume performance as soon as practicable.

18.9 Subcontractors

Hema AI may engage subcontractors and permit them to exercise rights granted to Hema AI under this Agreement in connection with the provision of the Services. Hema AI shall remain responsible for such subcontractors' compliance with the terms of this Agreement and for Hema AI's overall performance of its obligations hereunder.

18.10 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. Neither Party has any authority to bind the other Party or to incur any obligation on behalf of the other Party.

18.11 Export Controls

Customer shall comply with all applicable U.S. and foreign export control and import laws and regulations in connection with its use of the Hema AI Technology, including the U.S. Export Administration Regulations (15 C.F.R. Parts 730-774) and the economic sanctions programs administered by the U.S. Office of Foreign Assets Control (OFAC). Customer represents and warrants that: (a) it is not identified on, and does not act on behalf of any person identified on, any U.S. government list of prohibited or restricted parties, including the U.S. Department of the Treasury's Specially Designated Nationals and Blocked Persons List; (b) it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to a comprehensive U.S. government embargo; (c) it will not access or use the Hema AI Technology in violation of any applicable U.S. export embargo, prohibition, or restriction; and (d) it will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations (ITAR) or the Export Administration Regulations (EAR) as Export Controlled Information.

18.12 U.S. Government End-Users

If Customer is an agency, department, instrumentality, or other entity of the United States Government, Customer acknowledges that the Hema AI Technology constitutes "commercial computer software" and "commercial computer software documentation" as such terms are defined in Federal Acquisition Regulation (FAR) 2.101. The use, reproduction, release, modification, disclosure, and transfer of the Hema AI Technology are governed by the terms of this Agreement in accordance with FAR 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement (DFARS) 227.7202 for military agencies. The Hema AI Technology was developed exclusively at private expense.

18.13 Conflicts in Interpretation

In the event of any inconsistency or conflict among the documents comprising this Agreement, such conflict shall be resolved in the following order of precedence: (a) the applicable Order; (b) any applicable Supplemental Terms; and (c) the remaining provisions of this Agreement.

18.14 Counterparts; Electronic Signatures

This Agreement and any Order may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures (including signatures transmitted by PDF, DocuSign, or similar electronic signature service) shall be deemed valid and binding to the same extent as original ink signatures.

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Hema AI Inc. | 131 Continental Dr, Suite 305, Newark, Delaware 19713 | info@tryhema.com | www.tryhema.com