IMPORTANT – READ CAREFULLY BEFORE ACCESSING OR USING THE SERVICE.

This Master Cloud Services Agreement ("Agreement") is a legally binding contract between Covlant AI, Inc., a Delaware corporation having its principal place of business at 1401 21st St, Ste R, Sacramento, CA 95811, USA ("Covlant") and the individual or entity accessing or using the Covlant Cloud Service ("Customer"). By clicking "I Accept," executing an Order Form, or accessing or using the Service, Customer agrees to be bound by this Agreement. If Customer is entering into this Agreement on behalf of a company or other legal entity, the individual accepting this Agreement represents that they have the authority to bind such entity. If you do not agree to these terms, do not access or use the Service.

SECTION 1 — DEFINITIONS

The following capitalized terms have the meanings set forth below. Other capitalized terms are defined in context throughout this Agreement.

"Agreement" means this Master Cloud Services Agreement, together with all Order Forms, Schedules, and Addenda incorporated herein by reference.

"Authorized User" means any employee, contractor, or agent of Customer authorized by Customer to access and use the Service under Customer's account.

"Cloud Service" or "Service" means Covlant's proprietary AI/ML software platform and associated tools, features, and functionalities made available by Covlant via the internet on a hosted, subscription basis, as described in the applicable Order Form. The Service explicitly excludes any on-premise or customer-installed software deployment.

"Confidential Information" means any non-public, proprietary, or sensitive information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is designated as confidential or that the Recipient should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the terms of this Agreement, technical and product information, pricing, business plans, customer lists, and trade secrets.

"Customer Content" means all data, files, text, source code repositories, and other content uploaded, submitted, or otherwise made available by Customer or its Authorized Users to the Service.

"Documentation" means any technical specifications, user manuals, help materials, or other documentation related to the Service made available by Covlant, as updated from time to time.

"Effective Date" means the date Customer accepts this Agreement or the date of the initial Order Form referencing this Agreement, whichever is earlier.

"Feedback" means any suggestions, ideas, enhancement requests, recommendations, or other comments provided by Customer or Authorized Users to Covlant regarding the Service.

"Fees" means all subscription fees, usage-based charges, professional services fees, and any other amounts payable by Customer under an Order Form or this Agreement.

"Intellectual Property Rights" means all patents, copyrights, trademarks, service marks, trade secrets, moral rights, and any other intellectual property or proprietary rights recognized in any jurisdiction worldwide.

"Order Form" means a written or electronic order document (including an online checkout or quote) signed or accepted by both parties, specifying the Service, subscription period, fees, use limitations, and any other applicable terms.

"Output" means the final deliverables and results generated by the Service from Customer Content during the authorized use of the Service by Customer.

"Personal Data" means any information relating to an identified or identifiable natural person as defined under applicable data protection laws.

"Prohibited Data" means data that Customer is not permitted to submit to the Service, including but not limited to: classified government information, payment card data (unless explicitly authorized under a PCI-DSS addendum), protected health information (unless explicitly authorized under a BAA), Social Security Numbers or equivalent government-issued identification numbers (in bulk), and any data the processing of which is prohibited by applicable law.

"Subscription Period" means the period during which Customer has the right to access and use the Service, as specified in the applicable Order Form. Unless otherwise stated, the initial Subscription Period is twelve (12) months from the Order Form effective date.

"Usage Data" means metadata, telemetry, and diagnostic data generated by the operation of the Service or by the use of the Service by Customer or Authorized Users, but expressly excluding Customer Content and Output.

"Covlant Materials" means the Service, Documentation, algorithms, models, software, infrastructure, methodology, and all Covlant proprietary technology, and any Enhancements thereto.

"Enhancements" means improvements, derivative works, or modifications to Covlant Materials created by Covlant, including those developed using Usage Data or aggregated, de-identified inputs.

SECTION 2 — THE SERVICE

2.1 Access and Use

Subject to Customer's compliance with this Agreement and timely payment of all Fees, Covlant grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Period to:

(a) access and use the Service solely for Customer's internal business purposes and within any use limitations specified in the applicable Order Form; and

(b) copy and use the Documentation solely as needed to support Customer's authorized use of the Service.

Customer acknowledges that the Service is delivered via the internet as a hosted, cloud-based offering and does not involve the installation of any software on Customer's premises or infrastructure. All rights not expressly granted are reserved by Covlant.

2.2 Order Forms

All access to and use of the Service is governed by an applicable Order Form. In the event of a conflict between the terms of an Order Form and this Agreement, the Order Form shall control solely with respect to the specific order it governs and only to the extent of the conflict.

2.3 Pilots and Trials

If Customer accesses the Service under a free trial, evaluation, or pilot program ("Pilot"), the Pilot is subject to this Agreement and any additional terms specified in the Order Form or trial activation documentation. Covlant may terminate a Pilot at any time without notice. Unless Customer enters into a paid subscription prior to the end of the Pilot, access to the Service and any Customer Content will cease at Pilot expiration. Customer should not use a Pilot for production workloads or with sensitive data.

2.4 Support

During the Subscription Period, Covlant will provide technical support to Customer at the support level specified in the applicable Order Form. If no support level is specified, Covlant will provide standard business-hours email support with commercially reasonable response times. Support terms and service level details are published at Covlant support policy and are incorporated herein by reference.

2.5 Service Updates and Modifications

Covlant may update, modify, or enhance the Service from time to time, including for maintenance, security, or feature improvement purposes. Covlant will use commercially reasonable efforts to notify Customer of material changes that adversely affect functionality and to schedule planned maintenance during off-peak hours. Covlant shall not materially reduce the core functionality of the Service during a paid Subscription Period without reasonable prior notice and, where applicable, a pro-rated refund of prepaid Fees for periods where core functionality was unavailable.

2.6 User Accounts and Security

Customer is responsible for all activities occurring under its account and for ensuring that all Authorized Users comply with this Agreement. Customer and its Authorized Users must maintain the confidentiality of login credentials and shall not share credentials across multiple individuals. Customer will promptly notify Covlant of any suspected unauthorized access or security breach involving its account.

SECTION 3 — RESTRICTIONS AND CUSTOMER OBLIGATIONS

3.1 Permitted Use Restrictions

Customer and its Authorized Users shall not, and shall not permit any third party to:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or underlying models from the Service or Covlant Materials (except to the extent expressly permitted by applicable law);

(b) sublicense, sell, resell, transfer, assign, or otherwise provide access to the Service to any third party except as expressly permitted in this Agreement or an Order Form;

(c) use the Service for third-party service bureau, commercial time-sharing, or managed services purposes without Covlant's prior written consent;

(d) copy, modify, translate, adapt, or create derivative works of the Service or Covlant Materials;

(e) remove, alter, or obscure any proprietary notices, labels, or marks on the Service or Documentation;

(f) use the Service to develop a product or service that directly competes with the Service;

(g) use the Service in any manner that violates applicable laws or regulations, including data protection, export control, or anti-corruption laws;

(h) conduct penetration testing, security testing, or vulnerability scanning on the Service without Covlant's prior written consent;

(i) upload or transmit any Prohibited Data;

(j) interfere with, disrupt, or overburden the Service, infrastructure, or networks connected to the Service; or

(k) circumvent any security, access control, or billing mechanism of the Service.

3.2 Customer Responsibilities

Customer is solely responsible for:

(a) procuring and maintaining the hardware, internet connectivity, and systems necessary to access the Service;

(b) the accuracy, legality, and appropriateness of Customer Content submitted to the Service;

(c) ensuring that Customer's use of the Service, including any Customer Content processed through the Service, complies with applicable laws and does not infringe any third-party rights;

(d) implementing reasonable security practices on Customer's end, including access controls and endpoint security; and

(e) backing up Customer Content independently of the Service.

3.3 Suspension

Covlant may temporarily suspend Customer's access to the Service, in whole or in part:

(a) immediately and without notice if Covlant reasonably believes Customer's use poses a security risk to the Service, to other customers, or to Covlant;

(b) if Customer's account has an undisputed overdue balance for more than thirty (30) days after Covlant has provided notice; or

(c) if Customer materially violates Section 3.1 (Permitted Use Restrictions).

Covlant will provide notice of suspension as soon as reasonably practicable (unless legally prohibited) and will reinstate access once the underlying issue is resolved. Suspension does not relieve Customer of its payment obligations.

SECTION 4 — PRIVACY, DATA, AND SECURITY

4.1 Customer Data Ownership

As between Covlant and Customer, Customer retains all right, title, and interest in and to Customer Content and Output. Covlant acquires no ownership interest in Customer Content by virtue of this Agreement.

4.2 Covlant's Limited License to Customer Content

Customer grants Covlant a limited, worldwide, royalty-free license to access, process, and use Customer Content solely to the extent necessary to:

(a) provide, maintain, and operate the Service for Customer during the Subscription Period;

(b) provide technical support; and

(c) comply with applicable laws or respond to legal process.

Covlant will not use Customer Content for any other purpose, including training of general-purpose AI or ML models, without Customer's express written consent.

4.3 Usage Data

Covlant may collect and use Usage Data to operate, improve, and promote the Service and its products. Covlant may disclose Usage Data to third parties only in aggregated and de-identified form that does not identify Customer or any Authorized User.

4.4 Personal Data

If Customer submits Personal Data to the Service, the parties shall enter into Covlant's Data Processing Addendum ("DPA"), available at Covlant data policy, prior to such submission. The DPA is incorporated by reference into this Agreement. In the event of a conflict between this Agreement and the DPA with respect to Personal Data, the DPA shall control.

4.5 Security

Covlant will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Content against unauthorized access, disclosure, alteration, or destruction. Covlant's security practices are described in its Security Policy available at Covlant security policy. Covlant will notify Customer without undue delay of any confirmed security breach affecting Customer Content.

4.6 Data Deletion

Upon expiration or termination of the Subscription Period, Covlant will retain Customer Content for up to sixty (60) days to permit Customer to export its data. After such period, Covlant may delete Customer Content and Output from its systems, unless legally required to retain it. Customer is responsible for exporting Customer Content prior to termination.

SECTION 5 — INTELLECTUAL PROPERTY

5.1 Covlant Ownership

Covlant and its licensors retain all right, title, and interest in and to the Covlant Materials, including the Service, Documentation, algorithms, models, underlying infrastructure, and all Enhancements, regardless of whether developed before or after the Effective Date. This Agreement does not transfer any Intellectual Property Rights in Covlant Materials to Customer.

5.2 Customer Ownership

Customer retains all right, title, and interest in and to Customer Content and Output. Nothing in this Agreement shall be construed to grant Covlant any ownership over Customer Content or Output beyond the limited license in Section 4.2.

5.3 Feedback

If Customer or its Authorized Users provide Feedback to Covlant, Customer grants Covlant a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, incorporate, and exploit such Feedback in connection with the Service and Covlant's products without restriction or obligation to Customer. Feedback is provided "as is" without any warranties.

5.4 Acceptable Use Policy

Customer's use of the Service must comply with Covlant's Acceptable Use Policy ("AUP") published at Covlant usage policy, which is incorporated herein by reference. Covlant may update the AUP from time to time with reasonable notice to Customers.

SECTION 6 — FEES AND PAYMENT

6.1 Fees

Customer will pay Covlant all Fees specified in the applicable Order Form. All Fees are stated in United States Dollars unless otherwise specified in the Order Form. Except where this Agreement expressly provides for a pro-rated refund, all Fees are non-refundable.

6.2 Invoicing and Payment

Unless an Order Form specifies otherwise:

(a) Covlant will invoice Customer annually in advance (or as otherwise set forth in the Order Form);

(b) Customer will pay each invoice within thirty (30) days of the invoice date; and

(c) for automatic payment methods (e.g., credit card on file), Covlant will charge the payment method on file on or after the billing date.

6.3 Late Payment

Undisputed amounts that remain unpaid after the due date will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if less). Covlant may, after providing at least five (5) business days' written notice, suspend the Service for non-payment of undisputed overdue balances. Customer will reimburse Covlant's reasonable costs (including attorneys' fees) of collecting overdue amounts.

6.4 Payment Disputes

If Customer disputes any invoiced amount in good faith, Customer must notify Covlant in writing before the invoice due date (or within thirty (30) days of an automatic charge), pay all undisputed amounts on time, and cooperate with Covlant to resolve the dispute within fifteen (15) business days of notice.

6.5 Taxes

All Fees are exclusive of applicable taxes. Customer is responsible for all sales, use, VAT, GST, withholding, and other taxes and duties imposed by any governmental authority in connection with this Agreement, excluding taxes based solely on Covlant's net income. If Customer is legally required to withhold taxes, Customer shall provide Covlant with applicable tax certificates within 45 days.

6.6 Fee Changes at Renewal

Covlant may increase Fees at the start of any renewal Subscription Period by providing at least sixty (60) days' written notice prior to the end of the then-current Subscription Period. If Customer does not accept the revised Fees, Customer may elect to non-renew the subscription by providing notice in accordance with Section 9.1.

SECTION 7 — WARRANTIES

7.1 Mutual Warranties

Each party represents and warrants that:

(a) it has the legal power and authority to enter into this Agreement and to perform its obligations hereunder;

(b) it is duly organized, validly existing, and in good standing under applicable laws; and

(c) it will comply with all applicable laws and regulations in connection with its performance under this Agreement.

7.2 Covlant Service Warranty

Covlant warrants that:

(a) during the Subscription Period, the Service will function in all material respects in accordance with the Documentation; and

(b) Covlant will not materially reduce the general functionality of the Service during a paid Subscription Period.

Warranty Remedy: If the Service fails to materially conform to the Documentation, Customer must notify Covlant in writing (with sufficient detail for Covlant to reproduce the issue) within forty-five (45) days of discovery. Covlant will use commercially reasonable efforts to correct the non-conformity within forty-five (45) days of receipt of such notice. If Covlant is unable to correct the non-conformity within a reasonable time, Customer may terminate the affected Order Form and receive a pro-rated refund of prepaid Fees for the remainder of the Subscription Period. The foregoing states Customer's sole and exclusive remedy for a breach of this warranty.

7.3 Customer Warranty

Customer represents and warrants that Customer Content and its use thereof does not and will not violate any applicable law or infringe any third-party Intellectual Property Rights, privacy rights, or other rights.

7.4 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, COVLANT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. COVLANT DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS OR THAT IT WILL BE COMPLETELY FREE FROM ERRORS OR INTERRUPTIONS. RESULTS GENERATED BY THE SERVICE, INCLUDING AI/ML OUTPUTS, MAY BE INACCURATE AND ARE NOT A SUBSTITUTE FOR HUMAN JUDGMENT AND REVIEW.

SECTION 8 — INDEMNIFICATION

8.1 Covlant Indemnification

Covlant will defend Customer against any third-party claim, suit, or proceeding ("Claim") alleging that Customer's authorized use of the Service as permitted under this Agreement infringes or misappropriates any third-party Intellectual Property Rights, and will indemnify Customer for any damages, costs, and attorneys' fees finally awarded against Customer by a court of competent jurisdiction or agreed in a settlement approved in writing by Covlant; provided that:

(a) Customer promptly notifies Covlant in writing of the Claim;

(b) Covlant has sole control over the defense and settlement of the Claim; and

(c) Customer provides Covlant with reasonable cooperation and assistance, at Covlant's expense.

If a Claim occurs or is reasonably anticipated, Covlant may, at its option and expense: (i) procure for Customer the right to continue using the Service; (ii) modify the Service to be non-infringing without materially reducing its general functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Order Form and issue a pro-rated refund of prepaid Fees for the remainder of the Subscription Period.

8.2 Exclusions from Covlant Indemnification

Covlant's obligations under Section 8.1 do not apply to Claims arising from or related to:

(a) Customer's use of the Service in combination with any third-party software, hardware, or services not provided or approved by Covlant, where the infringement would not have occurred but for such combination;

(b) modifications to the Service made by or at the direction of Customer without Covlant's written authorization;

(c) Customer's use of a superseded version of the Service where a current version would have avoided the Claim; or

(d) Customer Content or Output.

8.3 Customer Indemnification

Customer will defend Covlant against any Claim arising from: (a) Customer Content, including any allegation that Customer Content violates applicable law or infringes any third-party rights; (b) Customer's breach of this Agreement; or (c) Customer's use of the Service in violation of applicable laws; and will indemnify Covlant for damages, costs, and attorneys' fees finally awarded or agreed in a settlement approved in writing by Customer.

8.4 Indemnification Procedure

The indemnified party ("Indemnitee") will: (a) promptly notify the indemnifying party ("Indemnitor") in writing of the Claim (late notice will not excuse indemnification obligations unless the Indemnitor is materially prejudiced); (b) grant the Indemnitor sole control over the defense and settlement (provided that no settlement imposing an admission of fault or ongoing obligation on the Indemnitee shall be made without Indemnitee's written consent); and (c) provide reasonable cooperation and assistance at Indemnitor's expense.

SECTION 9 — TERM AND TERMINATION

9.1 Term and Renewal

This Agreement commences on the Effective Date and continues until all Order Forms governed by it have expired or been terminated. Each Order Form will automatically renew for successive Subscription Periods of the same duration unless either party provides written notice of non-renewal at least forty-five (45) days prior to the end of the then-current Subscription Period.

9.2 Termination for Cause

Either party may terminate this Agreement or an Order Form:

(a) upon thirty (30) days' written notice specifying a material breach, if such breach is not cured within the thirty (30) day cure period;

(b) immediately upon written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or insolvency proceedings not dismissed within sixty (60) days; or

(c) immediately upon written notice for a material breach that is incapable of cure.

9.3 Termination for Convenience

Customer may terminate an Order Form for convenience at any time by providing sixty (60) days' written notice to Covlant. Unless otherwise agreed in the Order Form, Fees paid for the remaining Subscription Period after the effective termination date are non-refundable. Covlant may terminate this Agreement for convenience upon ninety (90) days' written notice to Customer, in which case Covlant will issue a pro-rated refund of any prepaid Fees for the remaining Subscription Period.

9.4 Effect of Termination

Upon expiration or termination of this Agreement or an Order Form:

(a) all rights granted to Customer under the affected Order Form immediately cease;

(b) Customer must cease all use of the Service under the affected Order Form;

(c) the data retention and deletion provisions of Section 4.6 apply;

(d) each party will return or certifiably destroy the other party's Confidential Information in its possession (except as required to retain by law, or as contained in routine system backups subject to the obligations of Section 11); and

(e) all outstanding Fees accrued prior to termination become immediately due and payable.

9.5 Survival

The following provisions will survive expiration or termination: Section 1 (Definitions), Section 3.1 (Restrictions), Section 4 (Privacy, Data, and Security) for data retained during the post-termination retention period, Section 5 (Intellectual Property), Section 6 (Fees and Payment) for accrued obligations, Section 7.4 (Disclaimer), Section 8 (Indemnification), Section 9.4 (Effect of Termination), Section 9.5 (Survival), Section 10 (Limitation of Liability), Section 11 (Confidentiality), and Section 12 (General Provisions).

SECTION 10 — LIMITATION OF LIABILITY

10.1 Mutual Cap

EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COVLANT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE "GENERAL CAP").

10.2 Enhanced Cap for Data Breaches

NOTWITHSTANDING SECTION 10.1, COVLANT'S TOTAL AGGREGATE LIABILITY ARISING FROM AN UNAUTHORIZED DISCLOSURE OR BREACH OF CUSTOMER CONTENT RESULTING FROM COVLANT'S BREACH OF ITS SECURITY OBLIGATIONS UNDER SECTION 4.5 OR THE DPA SHALL NOT EXCEED TWO (2) TIMES THE GENERAL CAP AMOUNT ("SUPER CAP"). IN NO EVENT SHALL BOTH THE GENERAL CAP AND THE SUPER CAP BE APPLIED CUMULATIVELY TO THE SAME UNDERLYING CLAIM OR EVENT.

10.3 Exclusion of Consequential Damages

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 AND EXCEPT AS PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY: (A) LOSS OF PROFITS OR REVENUE; (B) LOSS OF BUSINESS OPPORTUNITY OR GOODWILL; (C) LOSS OR CORRUPTION OF DATA; (D) COST OF SUBSTITUTE SERVICES OR COVER; OR (E) INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4 Free Trials and Beta Services

COVLANT'S TOTAL AGGREGATE LIABILITY FOR CLAIMS ARISING FROM OR RELATED TO THE SERVICE PROVIDED DURING A FREE TRIAL, PILOT, OR BETA PERIOD SHALL NOT EXCEED USD $1,000.

10.5 Essential Basis

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

SECTION 11 — CONFIDENTIALITY

11.1 Obligations

Each Recipient will:

(a) hold the Discloser's Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care;

(b) not use the Discloser's Confidential Information for any purpose other than exercising its rights or fulfilling its obligations under this Agreement; and

(c) not disclose the Discloser's Confidential Information to any third party except as permitted in Section 11.3.

11.2 Exclusions

Confidential Information does not include information that:

(a) is or becomes publicly known through no fault of the Recipient;

(b) the Recipient rightfully knew before disclosure without any confidentiality obligation;

(c) the Recipient independently develops without use of or reference to the Discloser's Confidential Information; or

(d) the Recipient receives from a third party without restriction on use or disclosure.

11.3 Permitted Disclosures

Recipient may disclose Discloser's Confidential Information to:

(a) its employees, contractors, advisors, and representatives who have a legitimate need to know such information and are bound by confidentiality obligations at least as protective as those in this Section 11; and

(b) courts or governmental authorities to the extent required by law, provided that Recipient gives Discloser reasonable advance notice (to the extent legally permissible) and cooperates with Discloser's efforts to seek confidential treatment or a protective order.

11.4 Remedies

Each party acknowledges that a breach of this Section 11 may cause irreparable harm for which monetary damages alone would not be an adequate remedy, and that the non-breaching party shall be entitled to seek equitable relief, including injunctions and specific performance, in addition to all other available remedies, without the requirement to post a bond.

SECTION 12 — GENERAL PROVISIONS

12.1 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in Sacramento County, California. Each party hereby irrevocably consents to the personal jurisdiction and venue of such courts.

12.2 Compliance with Laws and Export Controls

Each party will comply with all applicable laws and regulations in connection with its performance under this Agreement, including applicable export control and trade sanctions laws. Customer will not use or permit access to the Service in any jurisdiction where such use is prohibited by law. Customer represents that neither it nor any Authorized User is the subject of applicable trade sanctions or export restrictions.

12.3 Assignment

Neither party may assign, delegate, or transfer this Agreement or any rights or obligations hereunder, in whole or in part, without the other party's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, 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, provided that (a) the assignee agrees in writing to be bound by the terms of this Agreement, (b) written notice is provided to the other party, and (c) such assignment is not to a direct competitor of the non-assigning party. Any purported assignment in violation of this Section is void.

12.4 Force Majeure

Neither party shall be in breach of this Agreement or be liable for any delay in performance or non-performance to the extent caused by events beyond that party's reasonable control, including acts of God, war, terrorism, natural disasters, government actions, or failures of internet or telecommunications infrastructure ("Force Majeure Event"). A party affected by a Force Majeure Event will provide prompt written notice and use commercially reasonable efforts to resume performance. If a Force Majeure Event prevents the Service from materially operating for thirty (30) or more consecutive days, either party may terminate the affected Order Form upon written notice, and Covlant will issue a pro-rated refund of prepaid Fees for the remainder of the Subscription Period.

12.5 Notices

All notices under this Agreement shall be in writing and delivered by: (a) certified or registered mail (return receipt requested); (b) nationally recognized overnight courier; or (c) email with confirmation of receipt. Notices to Covlant shall be sent to: Covlant AI, Inc., 1401 21st St, Ste R, Sacramento, CA 95811, Attn: Legal, with a copy to legal@covlant.ai. Notices to Customer shall be sent to the address or email on file in Customer's account or Order Form.

12.6 Entire Agreement and Order of Precedence

This Agreement (including all Order Forms, Schedules, and Addenda) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. In the event of a conflict between documents, the order of precedence shall be: (1) the applicable Order Form; (2) any Addenda (e.g., DPA, BAA, Security Addendum); (3) this Agreement. Customer purchase orders, vendor portals, or similar Customer-issued documents do not modify this Agreement and are accepted only for administrative and accounting purposes.

12.7 Modifications and Waiver

Covlant may update this Agreement from time to time. For existing customers, material changes will be provided with at least thirty (30) days' written notice prior to the start of the next Subscription Period or renewal. Customer's continued use of the Service after the effective date of an update constitutes acceptance of the updated Agreement. No waiver of any right under this Agreement shall be effective unless in writing.

12.8 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

12.9 Relationship of the Parties

The parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has authority to bind the other or to incur any obligation on behalf of the other.

12.10 Injunctive Relief

The parties agree that a material breach of Section 3.1 (Permitted Use Restrictions), Section 5 (Intellectual Property), or Section 11 (Confidentiality) would cause irreparable harm to the non-breaching party for which monetary damages alone would be inadequate. Accordingly, the non-breaching party shall be entitled to seek injunctive or other equitable relief without the requirement to post a bond or prove actual damages.

12.11 Publicity

Customer grants Covlant the right to use Customer's name and logo for identifying Customer as a Covlant customer in Covlant's marketing materials, website, and investor communications. Customer may revoke this permission at any time upon written notice, and Covlant will remove such references within a commercially reasonable time after receipt of notice.

12.12 Counterparts and Electronic Signatures

This Agreement and any Order Form may be executed in counterparts, each of which shall constitute an original. Electronic signatures (including click-through acceptance, DocuSign, or similar) shall be deemed legally equivalent to original handwritten signatures.

12.13 Language

This Agreement is executed in the English language, which shall be the controlling language for all purposes. Any translations provided are for convenience only and shall not be legally binding.

SCHEDULE A — SERVICE LEVEL AGREEMENT (SLA) SUMMARY

Full SLA terms are available at Service Level Agreement. This Schedule provides a high-level summary only.

End of Covlant Master Cloud Services Agreement

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