Please read these terms carefully. These Terms of Service may have changed since your last visit. Always check the "Last Updated" date above.

These Terms of Service, together with any documents, schedules, exhibits, addenda, order forms, or business associate agreements referred to or incorporated herein (collectively, the "Agreement"), create a binding agreement between the company, organization, legal entity, or individual identified as the customer ("Customer," "You," or "Your") and Athel AI and its applicable affiliates ("Athel AI," "We," "Our," or "Us") regarding Your access to and use of the Athel AI Services (as defined below).

You acknowledge that Athel AI reserves the right to amend this Agreement from time to time. In the event of material changes, Athel AI will notify You by email or by other reasonable means prior to the change taking effect. Continued use of the Service after reasonable notice will be considered acceptance of the new terms.

If You are an individual agreeing to this Agreement, You agree that this Agreement applies to You as an End User (defined below). If You are agreeing to these terms on behalf of an entity, You represent that You have authority to bind that entity and its affiliates, employees, agents, representatives, and any other authorized users (collectively, "End Users"). If You do not agree with these terms or do not have such authority, You must not accept this Agreement.

The Service is provided on a subscription basis as further described in this Agreement.

01Provision of Service

1.1 Provision Generally

Subject to Your acceptance of this Agreement and Your payment of all Fees due and owing to Athel AI, during the Subscription Term, Athel AI will provide Customer with access to (and permit End Users to access and use) the Athel AI software platform and related services (collectively, the "Services" or "Service") in accordance with the terms and conditions of this Agreement. Athel AI hereby grants to Customer a limited, royalty-free, non-exclusive, non-sublicensable, non-transferable right to access and use the Service, including any related documentation ("Documentation"), solely for Customer's internal business purposes during the Subscription Term. All rights not expressly granted to Customer are reserved by Athel AI and its licensors.

1.2 Named User License

A license must be purchased for each End User; each account is a Named User License, meaning a license for a single named user. Named User Licenses may not be shared or accessed by any other individual. If Customer has purchased multiple Named User Licenses, a user who ceases to use the Service may be replaced by another individual named user, and Customer may reassign a Named User License at any time without purchasing an additional license, as long as Customer has purchased sufficient licenses so that, at all times, there is one Named User License in place for every named user with the ability to use the Service.

1.3 Restrictions

Customer shall not (and shall not allow any End User or third party to): (a) access or use the Service for purposes other than as contemplated under this Agreement; (b) alter, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Service; (c) use any unauthorized robot, spider, scraper, or other automated means to access the Service, or engage in any scraping, data-mining, harvesting, data aggregating, or indexing of the Service; (d) access the Service in order to build a competitive product or service; (e) copy any ideas, features, functions, or graphics of the Service; (f) resell, distribute, or use the Service on a timeshare, outsourced, or service-bureau basis; or (g) provide access to the Service to any third party, other than to an End User, an affiliate, or other agents acting on Customer's behalf in accordance with this Agreement.

Customer shall keep all passwords and API keys safe and secure and shall be responsible for all use of the Service using credentials issued to Customer. Customer shall notify Athel AI immediately of any actual or suspected unauthorized use of its credentials. Without limiting any other rights or remedies, Athel AI reserves the right to suspend access to the Service if Athel AI reasonably believes that Customer has materially violated the restrictions and obligations in this Agreement, after providing Customer with at least five (5) days' written notice.

1.4 Export Restrictions

The Service may be subject to export and import controls under the regulations of Canada, the United States, and other countries. Each party shall comply with all applicable export and import control regulations.

1.5 End Users

Customer is responsible for ensuring that all End Users comply with the requirements, restrictions, and obligations of Customer set out in this Agreement. Any obligation of Customer — including the requirement to obtain consent from patients — applies equally to End Users. Use of the Service by an End User shall be considered irrevocable proof that Customer has explained these terms and that the End User has consented to them.

1.6 Reserved Rights

Any rights not explicitly granted in this Agreement are strictly reserved by Athel AI. Customer will not use the Services except as expressly permitted. Athel AI reserves the right to review Customer's usage of the Services from time to time to determine compliance with this Agreement.

02Trial License

Athel AI may provide Customer with temporary access to the Services for evaluation purposes (the "Trial Access"). There are no fees during the Trial Access period, which shall last for a period determined by Athel AI in its sole discretion (the "Evaluation Period"). Athel AI may immediately suspend or terminate Trial Access at any time, in its sole discretion. During any Evaluation Period, the Services are provided "AS IS" without indemnification, liability, support, service-level commitment, or warranty of any kind, express or implied.

03Suspension, Support and Maintenance

3.1 Suspension

Athel AI may temporarily suspend Customer's or End Users' access to any portion of the Services if Athel AI reasonably determines that: (a) there is a threat or attack on the Services or other event that may create a risk to the Services, to Customer, or to any other Athel AI customer; (b) Customer's use of the Services or Customer Data disrupts or poses a security risk to the Services or to any other Athel AI customer, causes harm to the Services or any other customer, or may subject Athel AI or any third party to liability; or (c) Customer is using the Services for fraudulent or illegal activities or engaging in prohibited activities (collectively, a "Service Suspension"). Athel AI will use commercially reasonable efforts to provide written notice of any Service Suspension and provide updates regarding resumption. Athel AI shall have no liability for any damage, losses (including loss of data or profits), or other consequences resulting from any Service Suspension.

3.2 Support

During the Subscription Term, Athel AI will use reasonable efforts, by email or other electronic means, to help Customer resolve technical problems with the Service. Customer acknowledges that it may not be possible for Athel AI to solve all problems or correct all errors. Athel AI's support obligations are subject to Customer establishing technical contacts with sufficient knowledge to provide the information Athel AI needs to diagnose and remedy problems.

3.3 Maintenance

Athel AI will conduct regular maintenance that may result in a temporary outage of the Services (an "Outage"). Athel AI will use reasonable efforts to notify Customer of any planned Outage at least forty-eight (48) hours in advance, except in cases of emergency maintenance required to address immediate security or operational issues.

04Ownership, Feedback and AI Models

4.1 Ownership

Athel AI and its licensors own all intellectual property rights to the Services and associated Documentation, including all copies, portions, improvements, enhancements, modifications, derivative works, and any work product arising out of the Services. This ownership does not extend to Customer Data or Customer's Confidential Information. Customer's rights to use the Services are limited to those expressly granted by this Agreement. No right or license is granted under any Athel AI trademark, service mark, trade name, or logo. Customer shall not remove any Athel AI trademark, service mark, logo, or proprietary notice from the Service.

4.2 Feedback

If Customer provides Athel AI with any feedback or suggestions regarding the Service, including potential improvements ("Feedback"), Customer grants Athel AI a worldwide, royalty-free, non-exclusive, perpetual, irrevocable, transferable, sublicensable license to use, modify, create derivative works from, and exploit any such Feedback for any purpose. Feedback shall not be considered Confidential Information of Customer. All Feedback is provided "AS IS" without warranty.

4.3 AI Models and No Training on PHI

Customer hereby grants Athel AI a non-exclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process, and transmit Customer Data (defined below) solely for the purpose of providing the Services in accordance with this Agreement and Athel AI's Privacy Policy.

Athel AI does not use Customer Data containing Personal Information or Personal Health Information ("PHI") to train, fine-tune, or improve any artificial intelligence or machine learning model — Athel AI's models or those of any subprocessor. This restriction is enforced both contractually (through Athel AI's agreements with its AI infrastructure providers) and architecturally (through identifier scrubbing prior to any model inference, as described in the Privacy Policy).

Athel AI may aggregate, de-identify, and analyze system performance data, usage metrics, and operational telemetry that does not contain Personal Information or PHI for the purpose of monitoring, securing, debugging, and improving the Service. De-identification is performed in accordance with applicable standards, including the HIPAA Safe Harbor and Expert Determination methods (45 CFR § 164.514(b)) and ISO/IEC 20889. Athel AI retains all rights, title, and interest in such aggregated and de-identified data, models, and system performance data.

05Fees, Payments and Taxes

5.1 Fees and Invoicing

Fees ("Fees") for the Service will be invoiced according to the Subscription Term. Monthly subscriptions will be invoiced monthly; annual subscriptions will be invoiced annually. All Fees are due immediately upon Customer's receipt of invoice unless otherwise specified in writing. Customer is responsible for maintaining complete and accurate billing and contact information.

5.2 Payment

Payment may be made by valid credit card or as otherwise indicated on the invoice. Credit card payments are processed by Athel AI's third-party payment processor, and Athel AI disclaims all liability relating to the processing of such payments. No refunds or credits will be issued for partial periods of service, upgrades, downgrades, or unused periods of an active subscription, except as expressly provided in Section 6.2.

5.3 Fee Increases

Athel AI reserves the right to increase Fees upon at least thirty (30) days' advance notice (by email or otherwise); any fee increases will take effect at the start of the next Subscription Term.

5.4 Taxes

Fees do not include applicable sales, use, value-added, GST, HST, or similar taxes. Customer is responsible for and shall pay all applicable taxes, duties, tariffs, assessments, and similar charges (including interest and penalties), other than taxes based on Athel AI's net income.

5.5 Withholdings

All payments under this Agreement shall be made free and clear of, and without deduction or withholding for, any taxes. If Customer is required to deduct or withhold any taxes, the sum payable shall be increased so that, after all required deductions, Athel AI receives an amount equal to the sum it would have received had no deduction been made.

06Term and Termination

6.1 Term and Automatic Renewal

This Agreement begins on the Order Effective Date and continues until terminated as described below. At the end of the initial subscription term (the "Initial Subscription Term"), Customer's subscription will automatically renew for successive periods equal to the Initial Subscription Term (each, a "Renewal Term", and together with the Initial Subscription Term, the "Subscription Term"), on the Athel AI Terms of Service then in force and at the Fees set out in an invoice or other written notice from Athel AI to Customer.

If Customer has subscribed to multiple Named User Licenses, Customer may terminate by notifying Athel AI in writing at least fifteen (15) days before the end of the then-current Subscription Term. If Customer is an individual with a single subscription license, Customer may terminate by notifying Athel AI in writing before the end of the then-current Subscription Term. Termination is effective on the last day of the then-current Subscription Term, and Customer remains responsible for Fees through that date. Subject to Section 6.2, no refunds will be provided.

6.2 Termination for Breach

A party may terminate this Agreement (a) for cause upon thirty (30) days' prior written notice of a material breach to the other party, if such breach remains uncured at the expiration of that period; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Upon termination for cause by Customer, Athel AI shall provide a pro-rata refund of any prepaid Fees corresponding to the unused portion of the Subscription Term.

6.3 Effects of Termination

Upon termination or expiration of the Subscription Term, Customer's access to the Services will cease, except for limited access required for data retrieval as described in Section 6.4. Any continued access by Customer or any End User shall remain subject to this Agreement.

6.4 Data Retrieval and Account Closure

Following termination, Athel AI will provide Customer with a thirty (30) day data retrieval window during which Customer may export Customer Data (including PHI) and generated reports in a portable format. After the retrieval window, Athel AI will delete or return Customer Data in accordance with this Agreement, the BAA (where applicable), and the Privacy Policy. For U.S. Covered Entities, return or destruction of PHI shall be performed in accordance with 45 CFR § 164.504(e)(2)(ii)(J). Upon written request, Athel AI will issue a Certificate of Destruction to the Customer.

6.5 Survival

Any obligations accrued prior to termination shall survive termination. The following Sections, by their nature, survive termination: Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14.

07Customer Data, Data Residency and Customer Responsibilities

7.1 Customer Data

All data and information provided by Customer or its End Users — including data provided by a patient to Customer as part of Customer's use of the Service (collectively, "Customer Data") — will be used by Athel AI in accordance with this Agreement and Athel AI's Privacy Policy. Customer Data includes Personal Information and Personal Health Information (collectively, "Personal Information" or "PI") processed on behalf of Customer.

Except as expressly set forth in Section 4.3, Athel AI does not use Customer Data to train AI models. Athel AI does not sell or rent Customer Data, and does not disclose Customer Data to advertisers, data brokers, or any third party for cross-context behavioral advertising.

Customer shall be solely responsible for providing, updating, uploading, and maintaining all Customer Data.

7.2 Data Residency

Athel AI operates region-locked infrastructure: Customer Data for Canadian Customers is stored and processed on enterprise cloud infrastructure located physically within Canada; Customer Data for U.S. Customers is stored and processed on enterprise cloud infrastructure located physically within the United States. PHI does not cross the border between these jurisdictions.

A limited amount of operational data that does not contain Personal Information — for example, support tickets, billing records, or product analytics events — may be processed by Athel AI or its subprocessors in other jurisdictions for operational purposes, in accordance with the Privacy Policy.

7.3 Customer Responsibilities

Customer represents and warrants that it shall not upload or otherwise make available to Athel AI any Customer Data that: (a) is infringing, obscene, threatening, libelous, or otherwise unlawful or tortious; (b) violates this Agreement, the Privacy Policy, or any applicable law; (c) contains software viruses or other malicious code; (d) interferes with or disrupts the Service or connected networks; (e) causes Athel AI to violate any applicable law; or (f) is provided without the required consent from the individual (including patients, where applicable) under PHIPA, PIPEDA, HIPAA, or other applicable privacy law. Customer's failure to comply with this Section is a material breach of this Agreement.

7.4 Provincial Health Identifiers

Where Customer configures the Service to collect provincial health identifiers (including the Ontario Health Card Number), Customer represents that it has lawful authority to do so under applicable provincial legislation, including Ontario's Health Cards and Numbers Control Act, and that the collection is for permitted health-care purposes.

08Personal Information and Privacy

Customer acknowledges that Athel AI will have access to Personal Information in the course of providing the Services. Customer agrees that Athel AI may collect, use, disclose, transmit, and access Personal Information in accordance with (i) applicable privacy laws, including PHIPA, PIPEDA, and HIPAA where applicable; (ii) the terms of this Agreement; (iii) the BAA (where applicable); and (iv) Athel AI's Privacy Policy, which is incorporated herein by reference.

Athel AI acts as: (a) an agent of the Health Information Custodian under Ontario's Personal Health Information Protection Act (PHIPA); (b) a service provider under the federal Personal Information Protection and Electronic Documents Act (PIPEDA); and (c) a Business Associate of the Covered Entity under the U.S. Health Insurance Portability and Accountability Act (HIPAA) for U.S. Customers.

Customer represents and warrants that it will not transmit, transfer, or disclose any Personal Information to Athel AI unless it is required for Athel AI to perform the Services. Customer is responsible for obtaining all necessary consents, notices, and lawful bases for the transfer and use of Personal Information by Athel AI as contemplated under this Agreement.

Business Associate Agreement. For U.S. Customers, prior to any transmission of PHI to Athel AI, the parties shall execute a written Business Associate Agreement (a "BAA") that governs the use and disclosure of PHI under HIPAA, the HITECH Act, and applicable U.S. state law. The BAA forms part of this Agreement; in the event of conflict between this Agreement and the BAA with respect to PHI, the BAA controls.

09Security

Athel AI maintains a comprehensive information security program designed to ensure the confidentiality, integrity, and availability of Customer Data, and to protect Customer Data against unauthorized use, access, modification, disclosure, or destruction. The program is designed to meet the requirements of PHIPA, PIPEDA, and the HIPAA Security Rule (45 CFR Part 164, Subpart C).

Athel AI is actively pursuing SOC 2 Type II attestation. Athel AI's current security posture, including its Trust Center, subprocessor list, and any current attestations or audit reports, is available to prospective and active Customers under NDA upon request to security@athelai.com.

No security guarantee. While Athel AI implements industry-leading administrative, physical, and technical safeguards, no method of transmission over the internet or method of electronic storage is 100% secure. Customer is responsible for keeping End User credentials confidential and notifying Athel AI promptly of any suspected unauthorized access.

10Clinical Use, Warranty Disclaimer and Regulatory Status

10.1 Clinical Use

The Service is a clinical workflow tool that conducts pre-visit clinical interviews and generates structured summaries for review by a licensed clinician. The Service is not intended to make, and does not make, autonomous clinical decisions. All outputs of the Service are intended for clinical review and judgment by Customer or its End Users. Customer and its End Users must:

• Review, contextualize, authorize, and approve for their own clinical use any output provided by the Service;
• Apply reasonable clinical judgment when using the Service or its outputs;
• Not rely exclusively on the Service or any outputs of the Service in making clinical decisions; and
• Verify the accuracy and completeness of any clinical content before relying upon it.

The Service is not a diagnostic device, is not intended to replace clinical assessment by a qualified healthcare provider, and does not substitute for the clinician's independent professional judgment. Athel AI shall have no liability for any clinical decision made or action taken by Customer or any End User.

10.2 Regulatory Status

Athel AI continuously assesses the regulatory status of the Service under applicable medical device frameworks, including Health Canada's Medical Devices Regulations and the U.S. FDA's framework for Software as a Medical Device (SaMD). Customer acknowledges that the regulatory status of the Service may evolve as the product develops, and that Athel AI's representations regarding regulatory status are limited to those set forth in the current product documentation provided to Customer.

10.3 General Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ATHEL AI HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (B) THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, OR OPERATE WITHOUT ERROR; (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE; OR (D) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE.

10.4 AI Output Disclaimer

CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS BASED ON ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES, INCLUDING LARGE LANGUAGE MODELS AND SPEECH-PROCESSING SYSTEMS. THE OUTPUTS GENERATED BY SUCH TECHNOLOGIES ARE PROBABILISTIC AND ATHEL AI DOES NOT GUARANTEE THEIR ACCURACY, COMPLETENESS, OR CLINICAL VALIDITY. CUSTOMER IS RESPONSIBLE FOR FINAL REVIEW OF ANY AI-GENERATED CONTENT, INCLUDING CLINICAL SUMMARIES, TRANSCRIPTS, AND RECOMMENDATIONS, BEFORE RELYING THEREON.

10.5 Third-Party Providers

The Service uses third-party providers (the "Third-Party Providers"). Athel AI reserves the right to change its Third-Party Providers at any time. Customer's use of the Service may be subject to restrictions imposed by Third-Party Providers. Athel AI shall not be liable for any problems, failures, defects, or errors caused by Third-Party Providers, except to the extent caused by Athel AI's negligence or breach of this Agreement.

10.6 Non-Compliance

Athel AI is not responsible for, and shall not be liable for, any damages of any kind resulting from Customer's non-compliance with applicable law, including privacy and data protection laws.

11Limitations of Liability

11.1 Disclaimer of Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, COST OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY'S TOTAL MAXIMUM CUMULATIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO ATHEL AI UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.

11.3 Exceptions

The limitations in Sections 11.1 and 11.2 shall not apply to (a) a party's indemnification obligations under Section 12; (b) a party's breach of confidentiality obligations under Section 13; (c) Customer's payment obligations under Section 5; or (d) any liability that cannot be excluded or limited under applicable law.

11.4 Basis of the Bargain

The parties agree that the limitations of liability in this Section 11 are a fundamental basis of the bargain between them, that Athel AI has set its Fees in reliance on the enforceability of these limitations, and that they shall apply notwithstanding the failure of any remedy of its essential purpose.

12Indemnification

12.1 Athel AI Indemnification

Athel AI shall defend, indemnify, and hold harmless Customer and its directors, officers, and employees ("Customer Indemnified Parties") from and against any third-party claims, actions, proceedings, demands, lawsuits, damages, liabilities, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") to the extent the Service, when used in accordance with this Agreement and Athel AI's written instructions, infringes, misappropriates, or otherwise violates (collectively, "Infringes") any third-party intellectual property or proprietary rights.

12.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Athel AI and its directors, officers, employees, agents, and providers ("Athel AI Indemnified Parties") from and against any Claims arising from or relating to: (a) Customer's use of the Service in a manner that violates the restrictions in Section 1 of this Agreement; (b) any use or disclosure of Customer Data by Athel AI that is not the result of Athel AI's acts or omissions; (c) any Claim that Customer Data Infringes any third-party intellectual property or proprietary rights; (d) any Claim that Customer Data violates applicable law, including privacy law; or (e) any clinical decision made or action taken by Customer or any End User in reliance on the Service.

12.3 Indemnification Process

As conditions of the indemnification obligations: (a) the indemnified party (the "Indemnitee") will provide the indemnifying party (the "Indemnitor") with prompt written notice of any Claim (provided that failure to do so will not relieve the Indemnitor of its obligations except to the extent prejudiced); (b) the Indemnitee will permit the Indemnitor to control the defense and settlement of the Claim; and (c) the Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor's expense. The Indemnitor shall not settle or compromise any Claim or consent to any judgment without the prior written consent of the Indemnitee (not to be unreasonably withheld) unless the settlement unconditionally releases the Indemnitee of all liability.

12.4 Exclusions and Remedies

Athel AI's obligations under Section 12.1 shall not apply to any Claim arising from or relating to (a) misuse of the Service not in accordance with the Documentation or this Agreement; (b) any modification, alteration, or conversion of the Service not authorized in writing by Athel AI; (c) combination of the Service with any product or service not provided by Athel AI; (d) specifications, information, or requirements provided by Customer; or (e) Customer Data. If the Service becomes, or in Athel AI's reasonable opinion is likely to become, the subject of an infringement Claim, Athel AI may, at its sole cost and discretion: (i) obtain the right for Customer to continue using the Service; (ii) modify the Service so that it becomes non-infringing while preserving substantially equivalent functionality; or (iii) terminate this Agreement and refund any prepaid Fees for the unused portion of the then-current Subscription Term. The obligations in this Section 12 state Athel AI's sole liability and Customer's exclusive remedy for any Claim of intellectual property infringement.

13Confidentiality

13.1 Definition

"Confidential Information" means information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party") under this Agreement that is clearly labeled or identified as confidential or proprietary when disclosed, or that under the circumstances should reasonably be treated as confidential, including without limitation information regarding a party's technology, designs, techniques, research, know-how, specifications, product plans, pricing, customer information, user data, business plans, policies, employee information, and other business and technical information. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) is rightfully in the Receiving Party's possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction. The terms of this Agreement are Confidential Information of both parties; the Service is Confidential Information of Athel AI; and Customer Data is Confidential Information of Customer.

13.2 Obligations

Each party agrees to (a) not disclose the other party's Confidential Information to any third party; (b) use the other party's Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement; (c) disclose Confidential Information only to its employees, contractors, and advisors who reasonably need to know it and who are bound by confidentiality obligations substantially similar to those in this Agreement; and (d) protect Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, and in no event with less than reasonable care.

Either party may disclose Confidential Information (i) to the extent required by law, court order, or government authority, provided that the Receiving Party provides prompt notice (where legally permitted) and reasonably cooperates with efforts by the Disclosing Party to obtain confidential treatment; or (ii) to its attorneys, accountants, financial advisors, lenders, investors, or potential acquirers under confidentiality obligations substantially similar to those in this Agreement.

13.3 Injunctive Relief

Each party acknowledges that breach of this Section 13 may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching party shall be entitled to seek injunctive and other equitable relief in addition to any other available remedies.

14Miscellaneous

14.1 Assignment

Neither party may assign or otherwise transfer this Agreement, in whole or in part, without the prior written consent of the other party (not to be unreasonably withheld), except that either party may assign this Agreement without consent (a) to an affiliate; or (b) in connection with a merger, acquisition, change of control, or sale of all or substantially all of the party's assets. Any attempted assignment in violation of this section is void.

14.2 Publicity

Neither party will, without the other party's prior written consent (which may be given by email), use the other party's name, trademarks, or logos, or disclose the existence or terms of this Agreement in any advertising, press release, customer list, or sales presentation. Notwithstanding the foregoing, either party may disclose the existence of this Agreement to investors, lenders, and acquirers under customary confidentiality obligations.

14.3 Notices

Notices issued in connection with this Agreement may be given by Athel AI to Customer by email at the address provided by Customer when creating its account, and shall be deemed given on the second business day after sending. Notices from Customer to Athel AI shall be sent to legal@athelai.com.

14.4 Force Majeure

Except for Customer's payment obligations, neither party will be liable for any failure or delay in performance caused by factors beyond its reasonable control, including restrictions of applicable law, epidemics or pandemics, labor disputes, acts of God, mechanical or equipment breakdowns, fire, explosions, fiber-optic cable cuts, interruption or failure of telecommunication or digital transmission links, internet failures or delays, cyber-attacks, storms, war, or any other event that prevents performance and is not within the control of a party.

14.5 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute arising out of or relating to this Agreement, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

14.6 Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement, the designated representatives of the parties shall confer in good faith to reach a reasonable resolution. If unresolved within five (5) business days, the dispute shall be escalated to senior management of each party. Neither party shall commence litigation until at least five (5) business days after senior management escalation, except for actions seeking injunctive or equitable relief.

14.7 Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, franchise, or employment relationship. Neither party has authority to bind the other.

14.8 Waiver

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right or any other right. Any waiver must be in writing.

14.9 Severability

If any provision of this Agreement is held to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed from this Agreement. The remaining provisions shall remain in full force and effect.

14.10 Interpretation

Section headings are for convenience only and shall not affect interpretation. "Including," "includes," and "include" are not limiting and mean "including without limitation." "Or" is not exclusive.

14.11 Language

The parties have requested that this Agreement and all documents contemplated by it be drawn up in English. Les parties aux présentes ont exigé que cette entente et tous autres documents envisagés par les présentes soient rédigés en anglais.

14.12 Legal Counsel

Each party has had the opportunity to have its legal counsel review and participate in settling the terms of this Agreement. Any rule of construction to the effect that ambiguity is resolved against the drafting party shall not apply to the interpretation of this Agreement.

14.13 Entire Agreement; Order of Precedence

This Agreement, the Privacy Policy, the BAA (where applicable), and any order forms or schedules incorporated by reference, contain the complete agreement of the parties with respect to its subject matter and supersede all prior or contemporaneous agreements, oral or written. In the event of conflict, the order of precedence is: (1) the BAA (with respect to PHI); (2) an executed order form or schedule (to the extent expressly stated); (3) this Agreement; (4) the Privacy Policy. Each party rejects the inclusion of any pre-printed terms on purchase orders or other Customer-issued documents.

15Contact