These Terms and Conditions of Use of “NEQTO.ai” (the “T&Cs“) contain, among others, terms and conditions under which JIG-SAW US, INC. (the “Company”, “JIG-SAW” or “we”) makes available “NEQTO.ai”, Internet dashboard service(s). By acknowledging these T&Cs, any User will give consent to provisions of these T&Cs, and by using the Service, the User agrees to be bound by these T&Cs.

Article 1. Definitions

When used in these T&Cs, the following terms shall be defined as follows:

(a) “User” means any corporation or entity which applies for use of the Service by filling in the required information onto the application (order) form (including Web form, the “Application Form”) prescribed by the Company, and which is authorized by the Company to use the Service, and entered into an agreement for the use of the Service (the “Agreement”);

(b) “Service(s)” means the Internet dashboard service(s), “NEQTO.ai”, which will be made available by the Company as a service provider to Users under these T&Cs;

(c) “Account” means the User’s account with the Company; and

(d) “User’s Data” means all data, records, files, input data or materials, output data, reports, forms, and/or other such items that are received, stored, and/or transmitted using Services, and/or other JIG-SAW resources, and metadata generated within the Service in connection with the management, display, search, or sharing of such information (including creation date and time, update date and time, creator, identifiers, tags, and the like). For the avoidance of doubt,

1) the User’s Data does not include the Service Data; and

2) the Company shall not have the obligation to ascertain correctness or completeness of the User’s Data, nor to give warranties concerning the User’s Data.

(e) “Service Data” means logs, measurement data, performance indicators, and other similar data generated or collected for the provision, operation, security, and quality maintenance of the Service.

(f) “DPA” means the Data Processing Addendum established by the Company as EXHIBIT 2.

Article 2. Grant of License

2.1. Subject to a User’s consent to these T&Cs and compliance with all provisions hereof, the Company will grant such User a non-transferable, non-sublicenseable, revocable and non-exclusive right and license to use the Service. The Service includes AI technology including Generative AI solutions and tools, and the Company shall comply with confidentiality obligations, and applicable laws and regulations in providing the Service.

2.2. Any and all rights and licenses granted to any User under these T&Cs can be exercised solely for the purpose of such User’s own use.

Article 3. Term of Use

3.1. The term of use of the Service of the Monthly Plan shall be stipulated in the Application Form; provided, however, that the term of use of the Service of the Monthly Plan shall be extended under the same terms and conditions for one (1) month from a day immediately following the expiration date of the term unless either the Company or such User notifies the other party of non-renewal of the term by the last day of a calendar month immediately preceding the expiration date of the term, and the same shall apply to any further extension. For the Monthly Plan, the User cannot cancel the Agreement in the middle of the month.

3.2. The term of use of the Service of the Annual Plan shall be stipulated in the Application Form; provided, however, that the term of use of the Service of the Annual Plan shall be extended under the same terms and conditions for one (1) year from a day immediately following the expiration date of the term unless either the Company or such User notifies the other party of non-renewal of the term by the last day of a calendar month immediately preceding the expiration date of the term, and the same shall apply to any further extension. For the Annual Plan, the Service fees paid by the User are non-refundable, even if the User requests cancellation for their own reasons during the term of use of the Service.

3.3. Upon termination or expiration of provision of the Service, the Company will provide the User with 30 days’ access to the Service system to export the User’s Data in CSV or Excel format, and download all attachments stored in the Service system at no additional cost (the “Data Export period”). Should the User require access to the Service system past 30 days, additional fees will be prorated based on the Service Fees to extend the Data Export Period. After the Data Export Period ends, the User shall immediately cease any and all use of and access to the applicable Service and delete the Account. The Company’s Deletion Policy is set forth in the EXHIBIT 3. JIG-SAW can disable all of the User’s and each of its end user customers’ access to the Service after the Data Export Period ends. The Company shall have no obligation to retain or store any User’s Data after the Data Export Period ends.

Article 4. Terms and Conditions of Use

4.1. Except for the User’s rights stipulated in Article 5.2 and 5.3 thereafter, the Company shall have any and all rights and interests (including intellectual property rights and ownership rights) in, to or relating to the Service, in any form whatsoever, and Users may use only the limited license expressly granted under these T&Cs.

4.2. Users shall, at their own responsibility and cost, make provisions for, set up and use communications terminals, software, communication lines or services, and any other required devices and equipment necessary for use of the Service.

4.3. Terms and conditions of system management services and other services offered by the Company besides the Service shall be contained in separately executed agreements.

4.4. The Company may assign all or part of the Services to its parent company and its subsidiaries or, upon obtaining the User’s consent, a third party.

Article 5. Intellectual Property Rights

5.1. The Company’s corporate name, service names and logos are the Company’s trademarks, service marks and other intellectual property rights (the “Trade Marks, etc.“), and Users shall not have any rights, title or interest (including licenses) in or to Trade Marks, etc.

5.2 Intellectual property rights and ownership rights in or of the User’s Data shall belong to the User.

The Company does not ordinarily access the User’s Data, nor monitor or review the contents of User’s Data. However, the User grants to the Company the rights necessary for the Company to process User’s Data to the extent necessary for the Company to provide, maintain, and protect the Service (including incident response, support response, security response, backups, and the like), in accordance with applicable laws, these T&Cs and the DPA.

5.3 Intellectual property rights and ownership rights in or of the dashboards the User configures and other configurations and outputs the User generates shall belong to the User.

5.4. Throughout the term of use of the Service, the User is solely responsible for all preservation, backup, updates or modifications to the User’s Data and shall be solely responsible for the User’s Data and keep JIG-SAW indemnified for its use, accuracy, intellectual property rights and all third party claims on such User’s Data.

5.5. Throughout the Term of use of the Service, the User is solely responsible for all management of the Account and its password. The Company will not assume any liability for damage arising from any leakage, loss or misuse of the Account and/or its password.

Article 6. Prohibitions

6.1. Any User shall not engage in any of the following acts or cause any third party to engage in any acts as follows:

(a) to reproduce, alter, modify, translate or otherwise adapt the whole or any part of the Service;

(b) to transfer, sublicense or otherwise make available the Service to any third party, in any manner whatsoever;

(c) to analyze, alter, modify, revise, or otherwise customize, decompose or damage or commit any other similar action (including but not limited to disassembling, decompiling or reverse engineering) involving the Service, or create any derivative works from the Service;

(d) to put into practice (or cause any third party to put into practice) any service which is the same as or similar to the Service and which is created by copying the Service, and provide (or cause any third party to provide) such service;

(e) to connect to the Service or any database, computer or equipment of the Company or any third party, without or beyond the authority to do so;

(f) to do any act which infringes the Company’s and/or any third party’s right including removal, alteration or circumvention of watermarks; or

(g) to do any other act prohibited by any applicable laws.

6.2. If any User discovers unauthorized use of or unauthorized access to the Service or any other similar incident relating to the Service, such User shall immediately notify the Company. In such case, the User shall provide accurate, complete and up-to-date information required by the Company.

Article 7. Fees

7.1. The fees for NEQTO.ai are as specified in the Application Form or a price list posted on our designated website.

7.2. For the Monthly Plan, the Company will calculate fees of Service (“Service Fees”) with the end of the relevant calendar month as the closing date (“Closing Date”) for the relevant calculation period and issue an invoice with the Service Fees to the User within 5 business days after the Closing Date during the Term of Use on and after the Services started. The User shall pay all amount of the Service Fees by the last day of the following month of the Closing Date.

7.3. For the Annual Plan, the Company will calculate the Service Fees with the end of the month of the NEQTO.ai start date and issue an invoice with the Service Fees to the User within 5 business days after the Company’s calculation. The User shall pay all amount of the Service Fees by the last day of the following month of the NEQTO.ai start date.

7.4. Service Fees and other charges (if any) invoiced to any User for the Service shall be paid, in principle, in the manner provided for in Clause (a) or (b) below; provided, however, that such invoiced amount may be payable in the manner provided for in Clause (c) below in accordance with the Company’s instruction depending upon the form of any particular transaction:

(a) such invoiced amount shall be paid by a User via a third party payment service designated by the Company, on or before a due date specified by such third party payment service;

(b) such invoiced amount shall be paid by a User via a credit card or any other equivalent means registered by such User and approved by the Company, on or before a due date specified by the credit card company or the Company; or

(c) such invoiced amount shall be paid in cash to the bank account designated by the Company.

7.5. The Company may revise the Service Fees by giving notice to the Users at least three months prior to the effective date of revision of the Service Fees. If the User does not agree to the revision of the Service Fees, the User may terminate the Agreement for the period of the Service on and after the effective date of revision of the Service Fees. In that case, the Company shall refund to the Annual Plan User any prepaid Service Fees not rendered.

7.6 If a User delays payment of the Service Fees for more than 15 days past the due date, the Company may suspend provision of the whole or any part of the Service to the User who has committed such act. For the avoidance of doubt, the Company shall not have any liability for any detriment or damage suffered by such User as a result of such suspension.

Article 8. Warranty

8.1. Mutual Representations and Warranties.

Each Party represents and warrants to the other Party that:

(a) it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;

(b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under the Agreement;

(c) the execution of the Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such party; and

(d) the Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

8.2. Additional JIG-SAW Warranties.

JIG-SAW represents, warrants and covenants to the User that JIG-SAW will perform the services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement including EXHIBIT 1 (SLA).

8.3. Additional User Representations, Warranties and Covenants.

(a) The User represents, warrants and covenants to JIG-SAW that the User owns or otherwise has and will have the necessary rights and consents in and relating to the User’s Data so that, as received by JIG-SAW and processed in accordance with this Agreement, such use or processing of such User’s Data does not and will not infringe, misappropriate or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law.

(b) The User will not use the Services to send unsolicited e-mails, or engage in any other offensive or harassing or disturbing conduct, or conduct that unreasonably interferes with JIG-SAW’s ability to manage its network facilities or provide similar Services to other Users; and

(c) The User will comply with all applicable export and import control laws and regulations in its use of Services, and in particular, The User will not utilize the Services to export or re-export data or software without all required United States and/or foreign government licenses.

8.4 AI/ML Data Usage Restriction

(a) With the exception of model training performed during the course of inference, testing and evaluation, the Company shall not use the User’s Data for machine learning or retraining of the AI models underlying the Service (including models provided by third parties) without the User’s consent. The Company shall also apply settings to any third-party services used in providing the Service (as defined in Article 8.4 (b) below) so that the User’s Data will not be used for training.

(b) In providing the Service, the Company shall, at its own responsibility, use services provided by third parties (including, but not limited to, Anthropic API, Amazon Bedrock, OpenAI API, and the like; hereinafter “Third-Party Services”). The User agrees that, to the extent necessary to provide the Service, the Company may transmit the User’s Data to providers of Third-Party Services and have such providers process the same subject to their terms and conditions.

(c) The names of the principal Third-Party Services used by the Company to provide the Service shall be published on the DPA and/or Company’s website.

(d) The Company may anonymize, de-identify, or aggregate User’s Data (“Anonymized Data”) to create statistical, analytical, or demographic information. The Company may use the Anonymized Data for improving the Service and developing new products, provided that such data does not identify the User or any specific individual, and remains confidential.

8.5. No Harmful Code Warranty.

JIG-SAW warrants that no Service or any portion thereof (including Updates and Upgrades) will: (1) contain hidden files; (2) contain any virus, “back door”, “time bomb”, “Trojan Horse”, “worm”, “drop dead device” or other harmful code or software routine. If any of the foregoing is discovered, then within twenty (20) days following such discovery by JIG-SAW or notice by User, JIG-SAW shall correct the problem and provide a patch, workaround or other method to eradicate the problem without cost to the User. 

8.6. Warranty Disclaimer. 

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1, SECTION 8.2 AND SECTION 8.5, ALL SERVICES ARE PROVIDED “AS IS” AND JIG-SAW HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND JIG-SAW SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, JIG-SAW MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF ERROR. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN THE USER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

Article 9. Indemnity

9.1. JIG-SAW will defend, indemnify and hold harmless User, their respective officers, directors, employees, agents and representatives, (“User Indemnitees”) from and against any and all third party claims, demands, causes of action, lawsuits or liabilities (including without limitation reasonable attorneys’ fees) (collectively “Claims”) arising out of or related to, any:

(a) grossly negligent act, omission, willful misconduct, or a material breach of Agreement by JIG-SAW, its subcontractors, employees, or agents;

(b) personal injury or death caused by JIG-SAW, its subcontractors, employees, or agents’ negligence or willful misconduct; or

(c) unauthorized use, misappropriation, or direct or indirect infringement of any third party’s patent, copyright, trademark, trade secret or other proprietary right of any third party by the Service;

JIG-SAW’s trademark, or anything provided as part of JIG-SAW’s support (all of the foregoing being referred to as an “IP Claim”).

9.2. The User will defend, indemnify and hold harmless JIG-SAW, its parent company, their respective officers, directors, employees, agents and representatives, and their customers (including without limitation end users, distributors and resellers) (“JIG-SAW Indemnitees”) from and against any and all Claims arising out of or related to, any:

(a) negligent act, omission, willful misconduct, or breach of Agreement by User or its end user customers, and their respective subcontractors, employees, or agents; or

(b) personal injury or death caused by the User, its end user customers, or their respective subcontractors, employees, or agents or arising out of or in connection with the receipt, possession or use of the Service.

9.3. The User Indemnitee and/or the JIG-SAW Indemnitee (any of which referred to individually or collectively in this Section 9.3 as “Indemnitee”) shall give the indemnifying Party notice of any Claim. Indemnitee will provide the indemnifying Party the authority, information, and assistance, at the indemnifying Party’s expense, reasonably necessary to defend any claim. The indemnifying Party will control such defense. Indemnitee may, in its or their discretion, participate in the defense of such Claim at their own expense. If the indemnifying Party does not diligently pursue resolution of such Claim, then Indemnitee may, without in any way limiting its other rights and remedies, defend the Claim and collect its costs of doing so from the indemnifying Party. Any settlement or compromise the indemnifying Party desires to enter into will be subject to Indemnitee’s prior approval and will include a full and complete release of any and all claims that the third party claimant may have against Indemnitees.

9.4. The indemnifying Party will pay all claims, losses, damages, liabilities, judgments, awards, costs and expenses including reasonable attorneys’ fees, expert witness fees and bonds incurred by Indemnitees as a result of the Claim, and will pay any award in connection with, arising from or with respect to any such Claim, including any settlement.

9.5. In case any portion of the Service is held to constitute an infringement and its use, manufacture, sale, combination, or importation of the Service (“Infringing Product”) is enjoined, JIG-SAW will, at its sole expense: (i) procure for the User the right to continue using or combining the Infringing Product; (ii) replace the Infringing Product with a non-infringing product of equivalent function, form factor, and performance; or (iii) modify the Infringing Product to be non-infringing, without materially detracting from function, form factor, or performance. If JIG-SAW does not believe that the foregoing (i), (ii) or (iii) of this subsection to be commercially reasonable, then JIG-SAW may suspend or terminate the User’s use of the impacted Service.

9.6. Notwithstanding the foregoing, JIG-SAW will have no responsibility for Claims arising out of or related to (i) modifications of any portion of the Service made by the User or its end user customers if such claim would not have arisen but for such modifications, (ii) unauthorized combination or use of any portion of the Service made by the User or its end user customers with products not contemplated herein if such claim would not have arisen but for such combination or use, (iii) combination or use of the Service by the User or its end user customers with (a) device, product, or other physical object, (b) software; or (c) software-as-a-service, platform-as-a-service, or other web-based application if such claim would not have arisen but for such combination or use, or (iv) support, incorporation, or bundling any portion of the Service by the User or its end user customers by, with, or for any product, peripheral, or web-based application if such claim would not have arisen but for such support, incorporation, or bundling.

9.7. THIS SECTION 9 SETS FORTH THE USER’S SOLE REMEDIES AND JIG-SAW’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND PROVIDED MATERIALS) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.

Article 10. Suspension of Provision of Service

10.1. The Company shall be entitled to suspend provision of the Service without the necessity to give a prior notice to or obtain prior approval from any User, if:

(a) maintenance is carried out because of failure of any equipment or the like used for the Service;

(b) such suspension is unavoidable for any operational or technical reason;

(c) the Service cannot be provided due to any event of force majeure such as an act of God including major system failures; or

(d) there is any other reasonable justification (similar to any of the events or conditions listed in Clauses (a) through (c) above) for such suspension.

10.2. The Company shall be entitled to temporarily discontinue provision of the Service in order to carry out scheduled inspection of equipment or the like used for the Service.

10.3. The Company shall not have any liability for any detriment or damage suffered by such User as a result of such discontinuance or suspension.

Article11. Limitation of Liability

11.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, JIG-SAW AND ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND JIG-SAW’S REASONABLE CONTROL; OR (D) EXCEPT FOR THE COMPANY’S WILLFUL MISCONDUCT AND GROSS NEGLIGENCE, FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS INCLUDING CLAIMS IN ARTICLE 9, EXCEED THE FEES PAID BY THE USER UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2. Nothing in this Article 11 limits liability to the extent such limitation is prohibited by applicable law, including California Civil Code § 1668.

Article 12. Governing Law and Jurisdiction

12.1. This Agreement including the T&Cs shall be governed by and construed in accordance with the laws of the State of California, the United States of America without reference to any choice or conflict of laws principles. The Company and the Users agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

12.2. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of any federal or state court within County of Los Angeles, California, United States of America in connection with any matter based upon or arising out of this Agreement. Each party agrees not to commence any legal proceedings based upon or arising out of this Agreement (whether based on breach of contract, tort, breach of duty or any other theory) except in such courts.

12.3. If permitted by applicable law, each party waives the right to litigate in court or an arbitration proceeding any dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney general.

12.4 Notwithstanding the provisions of the preceding Article 12.1 – 12.3, if the User’s registered head office is located in Japan, this Agreement shall be governed by and construed in accordance with the laws of Japan, and the parties agree that the Tokyo District Court shall have exclusive jurisdiction as the court of first instance.

Article 13. Confidentiality

13.1. The User and the Company shall maintain the confidentiality of ideas, know-how, technical information, business information, and other information disclosed or provided by the other party under this Agreement (the “Confidential Information“), with a duty of care, and shall use such Confidential Information only in furtherance of this Agreement.

13.2. Notwithstanding the preceding paragraph, the parties agree that that information is not Confidential Information if:

a. it is already in the receiving party’s own possession or lawfully obtained from a third party without any obligation of confidentiality at the time of disclosure; b. it is already public knowledge at the time of disclosure; c. it has become public knowledge due to reasons not attributable to the receiving party after being disclosed; d. it is legally obtained from a third party without obligation of confidentiality after disclosure; or e. it is developed independently after receiving disclosure and not due to Confidential Information.

13.3. In the performance of this Agreement, neither the User nor the Company shall disclose, divulge or provide Confidential Information to any person other than its or its parent company’s officers and employees who have a reasonable need to know the Confidential Information.

13.4 Notwithstanding the above, the User and the Company shall not have liability to other party with regard to any Confidential Information that is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the User and the Company, to the extent practically possible, shall provide prompt notice of such court order or requirement to other party to enable other party to seek a protective order or otherwise prevent or restrict such disclosure.

13.5. Upon the request of the disclosing party, the User and the Company shall, except for a backup-retention legally required, promptly return or destroy the Confidential Information provided by the other party.

13.6. The obligations in this Article 13 shall, with respect to each disclosure of Confidential Information, apply for a period of 5 (five) years from termination of Service, provided, however, that trade secrets shall be protected until they are no longer trade secrets under applicable law.

13.7. Each Party agrees to comply with all applicable export and personal data protection laws, regulations and rules when collecting, storing, transferring, sharing, or otherwise processing any Personal Data in connection with this Agreement. Unless expressly agreed otherwise or as otherwise provided herein, any personal data disclosed to a receiving Party may only be used by the receiving Party to perform its obligations under this Agreement, and must not be sold, rented or leased to anyone.

Article 14. Termination for Default.

14.1. Either Party may terminate this Agreement, effective upon written notice to the other Party, in the case of any default by the other Party as stated 14.2 below. Prepaid unused Service Fees of Annual Plan are refunded pro rata when this Agreement may be terminated due to the Company’s default.

14.2. Default.

A Party will be in Default if: (a) any representation or warranty made by such Party in this Agreement is false in any material respect; (b) it breaches any provision in this Agreement including the T&Cs and fails to cure such breach within thirty (30) days after receipt of notice; however, such cure period will not be available if the breach is not capable of being cured; (c) it is the subject of a proceeding, whether voluntary or involuntary, in bankruptcy, reorganization, or insolvency, or other similar law of any jurisdiction, (d) a receiver, trustee, or an assignee for the benefit of creditors is appointed or (e) it dissolves, winds up, or ceases business operations.

Article 15. Other

15.1. The Company may amend these T&Cs by notifying the Users 30 days in advance. The User can reject such amendment by terminating without penalty before the effective date. If a User continues to use the Service after amendment to these T&Cs, such User shall be deemed to have understood such amendment and have agreed to these amended T&Cs.

15.2. Any User may not assign to any third party any of the User’s rights and obligations arising under this Agreement, without the Company’s prior written approval.

15.3. Unless specifically provided for herein, termination of the Service shall not affect the Company’s rights, disclaimers of warranties, indemnifications, limitations of liability, or the like.

15.4. Any provision of this Agreement that contemplates performance or observance subsequent to any termination or expiration of this Agreement, including, without limitation, all provisions with respect to Confidentiality, limitation of Liability, and Indemnity, shall survive any termination or expiration of this Agreement and continue in full force and effect.

15.5. In the event that any provision of the T&Cs is found by a court of competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not render the T&Cs unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or court decisions.

15.6. The T&Cs, and any other references, exhibits or attachments, constitutes the entire agreement.

Failure or delay by either party in exercising any right hereunder shall not operate as a waiver of such right.

EXHIBIT 1

This EXHIBIT is Service Level Agreement (“SLA”) for NEQTO.ai (“Service”) and sets forth the support service levels for the Service. This SLA may be updated from time to time. Material changes will be communicated to existing Users with a 30-day notice period.

NEQTO.ai Service Level Agreement

Service Availability: 99.9% of Monthly Availability

1. Definitions

2. Help Desk Support

JIG-SAW will provide the maintenance and support services set forth as part of the Service. All Support is provided in the English language.

1) JIG-SAW Help Desk is available via email

Email: JIG-SAW Help Desk at info@NEQTO.ai

2) By submitting a Support Request, the User is authorizing the JIG-SAW technical team to download or copy any data necessary for troubleshooting the reported issue.

3. Support Response and Target Resolution Assessment (R&A) Time

When submitting a Support Request, select the severity that best aligns with the incident. Upon engagement, JIG-SAW will evaluate the Support Request and may use discretion to reclassify it to the appropriate level according to these criteria:

4. Service Availability

JIG-SAW will make commercially reasonable efforts to ensure the Service is available (i.e., accessible and usable) at the Service Availability. If we fail to meet the Service Availability, we will issue a service credit equal to the applicable credit % for the Service as outlined in the table below, multiplied by the prorated monthly or annual fee (except for pay-as-you-go charges) related to the impacted service.

Credit requests for claims related to the Service must be submitted within 30 days from the end of the billing month in which the incident occurred.

The User shall provide evidence that the outage affected the User. Should the Company require additional information from the User, the User shall not be able to claim any credits until the Company has received all information it reasonably requests.

The Company will calculate the amount of credit within 30 days after receiving all information the Company reasonably requests. The credit can be applied to the next subscription Service invoice issued by the Company after completion of the Company’s credit calculation (Monthly Plan) or a refund invoice issued by the User after completion of the Company’s credit calculation (Annual Plan).

Regarding the refund invoice issued by the User, the Company will refund within 30 days after receiving that refund invoice.

EXHIBIT 2

Data Processing Addendum (DPA)

This Data Processing Addendum (the “DPA”) applies where the Company, in providing the Service pursuant to the T&Cs of between the User and the Company, processes User’s Data (as defined in Article 1) based on the instructions of the User.

The DPA forms a part of the T&Cs, and if the DPA conflicts with the T&Cs or any other agreement with respect to the handling of data, the DPA shall prevail.

Section 1. Definition

The following terms have the meaning as set forth below;

1.1 “CCPA” means the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 to 1798.199) as amended by the California Privacy Rights Act (“CPRA”), and any related regulations or guidance provided by the applicable regulators.

1.2 “Controller” means an entity that determines the purposes and means of the processing of Personal Data. It will have the same meaning ascribed to “controller” under the GDPR and other equivalent terms under applicable data protection laws (e.g.: “Business” as defined under the CCPA), as applicable.

1.3 “GDPR” means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons regarding the processing of Personal Data and on the free movement of such data (General Data Protection Regulation).

1.4 “Personal Data” means the User’s Data that constitutes any information about, or related to, an identified or identifiable natural person processed by the Company, its parent company and/or parent company’s subsidiary on behalf of the User. It includes any information that can be linked to an individual or used to directly or indirectly identify an individual, natural person.

1.5 “Processing” means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, recording, securing, organization, storage, adaptation or alteration, access to, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure, or destruction. “Processes” and “Process” will be construed accordingly.

1.6 “Processor” means an entity that processes Personal Data on behalf of a Controller. It will have the same meaning ascribed to “processor” under the GDPR and other equivalent terms under other data protection laws (e.g.: “Service Provider” as defined under the CCPA), as applicable.

1.7 “Subprocessor” means a third party to whom the Company re-outsources the Processing of User’s Data.

1.8 “Security Incident” means an event that affects, or may affect, the confidentiality, integrity, or availability of User’s Data (including unauthorized access, leakage, alteration, loss, denial of the Service, and the like).

1.9 “TOMs” means the technical and organizational measures implemented by the Company (Technical and Organizational Measures), as set forth in Section 5.2.

1.10 “Deletion Policy” means the page posted on the EXHIBIT 3 that sets forth the retention and deletion conditions for User’s Data, Audit logs and other data relating to the Service.

Section 2. Application

2.1 The terms of this DPA shall apply to the Processing of Personal Data transferred from the User to the Company.

2.2 The User shall, as the Controller of the User’s Data, be responsible for the lawful acquisition and use of the User’s Data and for entrusting the same to the Company.

2.3 The Company shall, as the Processor, Process the User’s Data in accordance with the T&Cs and this DPA.

Section 3. Purpose of Processing

The Company shall not Process User’s Data for any purpose other than the purposes set forth below (the “Purposes”) without the User’s consent. Also, the Company is prohibited from using Personal Data in a manner that would facilitate or induce illegal or inappropriate actions.

The Purpose of Processing:

(1) to provide the Service(s);

Purpose: The Service provision, maintenance and operations, security monitoring, fraud prevention and support response, and the Account provision, authentication, incident analysis, and settlement of payment and billing of fees of the Services.

Main Data: User inputs, generated outputs, operational logs, Account information, organization / permission information, audit logs, etc.

Learning: The User’s Data will not be used for learning, training, or fine-tuning with the exception of model training performed during the course of inference, testing and evaluation.

Processing, Storage Region:

AWS (U.S. us-east-1), Google Cloud (U.S.), Stripe, Inc. (U.S. / Ireland), MongoDB Inc. (U.S.), Mailgun Technologies, Inc. (U.S.), Twilio Inc. (U.S.), Anthropic, PBC (U.S.), OpenAI, L.L.C.

(U.S.), JIG-SAW INC. (Japan) and JIG-SAW CA, INC. (Canada)

Subprocessor:

AWS (infrastructure / operations), Google Cloud (AI services), Anthropic, PBC (AI services), OpenAI L.L.C. (AI services), Stripe, Inc. (billing / payment), MongoDB Inc. (telemetry data), Mailgun Technologies, Inc. (email delivery), Twilio Inc. (SMS delivery), JIG-SAW INC. and JIG-SAW CA, INC. (support)

Retention / Deletion: In accordance with the Deletion Policy

(2) to engage in other communications necessary for provision of the Services; and

(3) to take measures toward contracts, communication with government offices based on laws.

3.2 The Company does not “sell” or “share” personal information, as defined under the CCPA, of the User’s Data.

Section 4. Accuracy and Retention

4.1 The Company shall make a reasonable effort to ensure that Personal Data is accurate and up to date and within the scope necessary to achieve the Purposes;

4.2 Following termination of the T&Cs or upon the occurrence of any other event specified in the Company’s Deletion Policy, the Company shall delete the User’s Data in accordance with the Company’s Deletion Policy.

4.3 The Company shall also cease to retain all Personal Data relating to an identifiable individual in the event that the Company is in breach of any of its obligations under this DPA, and the individual requests that the Company ceases to retain the relevant Personal Data.

4.4 If the User’s Data includes information that is required to be used or retained under applicable law or regulations, such information may be retained for a certain period in accordance with applicable law and regulations.

Section 5. Security Measures

5.1 The Company shall protect Personal Data in its possession or under its control by implementing reasonable security arrangements to prevent unauthorized access, collection, use, disclosure, copying, modification, disposal or Processing.

5.2 TOMs

The Company implements the following technical and organizational measures, taking into account ISO/IEC 27001 and similar standards. For the avoidance of doubt, the Company does not warrant that it has obtained such certifications.

(1) Governance:

information security policies, risk assessments, training, subcontractor management, internal audits

(2) Access Controls:

least privilege (RBAC), privileged access management, MFA, access rights reviews and segregation of duties

(3) Exceptional Access:

where the User’s Data is referred to for maintenance, incident analysis or similar purposes, recordkeeping and post-review are implemented

(4) Logs and Monitoring:

the Company collects and stores access logs, application logs and other logs for the operation and maintenance of the Service, quality maintenance, security monitoring, and incident analysis, and implements anomaly detection, alerts, and restrictions on log viewing permissions

(5) Data Minimization:

suppression of collection of input values and text bodies, design of only the minimum necessary events and sampling

(6) Encryption: encryption of communications (TLS)

(7) Vulnerability / Change Management:

vulnerability management, patch application, change review, regression testing, and rollback procedures

(8) Operation of AI Functions:

prohibition on use for learning without the User’s consent and impact assessment when models are changed

(9) Incident Response:

detection, containment, recovery, root cause analysis, recurrence prevention and notification to the User according to Section 9

(10) Retention and Deletion: in accordance with the Deletion Policy

(11) Audit:

provision of third-party materials, and reasonable explanations and cooperation

Section 6. Supervision and Subprocessing

6.1 The Company shall ensure that its employees, sub-contractors or any third party using Personal Data not disclose, or misuse any Personal Data obtained by the Processing of Personal Data.

6.2 The User approves the Company’s use of Subprocessors as follows.

Amazon Web Services, Inc. (United States)

Stripe, Inc. (United States / Ireland)

MongoDB Inc. (United States)

Mailgun Technologies, Inc. (United States)

Twilio Inc. (United States)

Google LLC (United States)

Anthropic, PBC (United States)

OpenAI, L.L.C. (United States)

JIG-SAW INC. (Japan)

JIG-SAW CA, INC. (Canada)

6.3 The Company will not subcontract its obligations under this DPA to new Subprocessors, in whole or in part, without providing the User with 30 days advance notice and an opportunity to object. If within 10 days of the Company’s notice, the User objects to the proposed subcontracting by providing reasonable grounds related to the protection of the Personal Data and the parties cannot resolve the objection within 30 days of the Company’s notice, then the User may on written notice, terminate the all or applicable part of the Service which cannot be provided by the Company without the use of the Subprocessor(s) giving rise to the objection.

6.4. The Company will be liable for the acts or omissions of Subprocessors to the same extent it is liable for its own actions or omissions under this DPA.

Section 7. Transfer

7.1 The Company may Process or store User’s Data in the regions as follows.

United States, Japan, Ireland and Canada

7.2 Where requirements relating to cross-border transfers under EU / UK or similar laws apply, the Company shall address them by means of a transfer addendum (such as the SCCs or UK Addendum).

7.3 If the Company receives a request from a governmental authority or under applicable law to disclose User’s Data, the Company shall notify the User to the extent permitted by applicable law and, where possible, examine the lawfulness of such request.

Section 8. Access Controls

8.1 The Company shall limit access to User’s Data to the minimum extent necessary.

8.2 If the Company exceptionally views or refers to User’s Data for maintenance, incident analysis, or similar purposes, the Company shall do so only to the minimum extent necessary and under controls such as recordkeeping.

8.3 Even where actual data may be referred to on a limited basis in connection with maintaining the quality of AI functions (including regression testing due to model changes and bug investigations), the Company shall comply with the controls under the preceding paragraph.

Section 9. Data Breach

9.1 The Company shall notify the User immediately of any breach of Personal Data within 72 hours of confirmation of a breach of Personal Data under applicable law. The Company will provide timely information and cooperation as the User may reasonably require to fulfil reporting obligations under applicable laws.

9.2 The Company shall take necessary measures to minimize the impact of the data breach and submit to the instructions from the User.

Section 10. Report and Audit

10.1 The Company shall furnish the User with a report specifying the details of the handling of Personal Data and measures that the Company has taken in order to comply with its obligations under this DPA, at the request of the User.

10.2 On the reasonable request of the User, the Company shall submit its data files and documentation needed for processing to audit by the User or any independent auditors selected by the User to ascertain compliance with the undertakings in this DPA, with reasonable notice and during regular business hours. Except for a data breach case as set forth in Section 9, audits are limited to once per year.

10.3 The Company shall furnish the User with a report specifying the laws and regulations related to personal data protection of the country where the Company is located, at the request of the User.

10.4 The User may suspend or stop transferring Personal Data where, with a reasonable reason, the User finds the Company difficult to comply with its obligations under this DPA.

Section 11. Indemnification

The Company shall indemnify the User (including its officers and employees) against any and all losses suffered or incurred by the User arising out of or in connection with the Company’s breach of this DPA or any applicable laws. Provided, however, that the liability of the Company under this DPA shall be governed by Article 11 of T&Cs.

Section 12. Assistance with Data Subject Requests

The Company shall cooperate to a reasonable extent to enable the User to respond to requests relating to Personal Data, including requests for disclosure, correction, deletion, and suspension of use. Provided, however, that the scope and manner of such cooperation shall be subject to the Company’s technical and operational constraints.

EXHIBIT 3

Deletion Policy

The Company, except for the following data, deletes User’s Data, audit logs, organization and other related data relating to the NEQTO.ai (the “Service(s)”) in accordance with the following conditions. Please note that, once deleted, such data may not be recoverable even by the Company.

– Data relating to contracts, billing, and payments for each service – The name and contact information of the User and User’s administrator for the Service

Conditions and Timing of Deletion

1) User’s Data

2) Audit Logs

3) Organization at Account