RightResponse AI Subscription Agreement

This Subscription Agreement (“Agreement”) is entered into by and between RightResponse AI, Inc., a Nevada corporation (“RRAI”), and the customer accepting this Agreement (which may be an entity or an individual) (the “Customer”) (each, a “Party” and together, the “Parties”). This Agreement is effective as of the earliest of (a) the date Customer clicks to accept, (b) the effective date of an Order that references this Agreement, or (c) the date Customer first uses the Platform (the “Effective Date”). This Agreement, together with each Order (defined below), governs Customer’s access to and use of RRAI’s software‑as‑a‑service platform, including in‑app interfaces, APIs, tools, Documentation, and support services (collectively, the “Platform”). Capitalized terms not defined here have the meanings given in Section 11 (Definitions).

BY ACCESSING AND/OR USING THE PLATFORM, CUSTOMER (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS THAT CUSTOMER IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS. IF CUSTOMER IS ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY, CUSTOMER CERTIFIES THAT IT HAS AUTHORITY TO BIND THAT ENTITY. IF CUSTOMER DOES NOT HAVE THAT AUTHORITY OR IS NOT SURE IF CUSTOMER HAS THAT AUTHORITY, CUSTOMER MAY NOT ACCEPT THIS AGREEMENT AND CUSTOMER MAY NOT USE THE PLATFORM IN ANY WAY.

A. RRAI provides the Platform to help customers manage online reputation and local visibility, which may include tools for collecting and responding to reviews, business listings/profile management (e.g., Google Business Profile), map‑rank and keyword tracking, competitor insights, citation discovery and management, messaging/outreach, analytics and reporting, and other features made available from time to time; and

B. Customer desires to obtain the right to access and use the Platform, and RRAI is willing to grant Customer such rights, all subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Overview

1.1. Structure.

This Agreement applies to Customer’s access and use of the Platform whether or not an Order is in place. Commercial terms (e.g., plan/limits, fees, and subscription period) may be set out in an Order (if any) or, for self‑serve sign‑ups without an Order, as presented in the Platform at signup/checkout or in Customer’s then‑current account billing settings, which are incorporated by reference. If any terms in an Order conflict with this Agreement, the Order controls solely for that Order. In the event of a conflict between this Agreement and any End User License Agreement or other online terms presented to Authorized Users, this Agreement controls as between the Parties.

2. Platform Terms

2.1. Grant of Rights.

Subject to the terms of this Agreement, RRAI grants to Customer a limited, personal, revocable, non‑exclusive, non‑transferable, non‑sublicensable right during the subscription term set forth in the applicable Order (if any), or as presented in the Platform at signup/checkout or in Customer’s account billing settings, to allow users designated by Customer (“Authorized Users”) to access and use the Platform. Customer will keep its credentials and Authorized Users’ credentials for the Platform strictly confidential and will be responsible for all actions taken by an Authorized User or under an Authorized User’s account. Authorized Users must be at least 18 years old (or the age of majority in their jurisdiction).

2.2. Usage Restrictions.

Customer shall not, directly or indirectly: (i) use the Platform for the benefit of anyone other than Customer and its Authorized Users; (ii) sell, resell, license, sublicense, distribute, make available, rent or lease the Platform to any third party; (iii) use the Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third‑party rights; (iv) use the Platform to store or transmit malicious code; (v) permit access to or use of the Platform in a way that circumvents a contractual usage limit, or use the Platform to access or use any RRAI intellectual property except as permitted hereunder or in an Order; (vi) modify, copy, or create derivative works based on the Platform or any part, feature, or function thereof; (vii) disassemble, reverse engineer, or decompile the Platform or access it to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, or functions of the Platform, or (c) copy any ideas, features, or functions of the Platform; (viii) remove any proprietary notices from the Platform; or (ix) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates applicable law.

RRAI may suspend and/or terminate Customer’s access to any portion or all of the Platform if RRAI reasonably determines that (1) there is a disruption, security risk, threat or attack on any of the Platform or to any other customer or vendor of RRAI; (2) Customer is using the Platform for fraudulent or illegal activities; (3) Customer fails to make payments of Fees when due or becomes insolvent or unable to pay its debts as they come due, makes an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (4) RRAI’s provision of the Platform to Customer is prohibited by law; (5) any vendor of RRAI has suspended or terminated RRAI’s access to or use of any third‑party services or products required to enable Customer to access the Platform; or (6) Customer and/or any Authorized User is in breach of this Agreement or any Order (any such suspension a “Service Suspension”). RRAI will have no liability for any consequences Customer may incur as a result of a Service Suspension.

2.3. Customer Responsibilities.

Customer shall (i) access and use the Platform and the Documentation only in accordance with this Agreement and applicable law; (ii) be responsible and liable for compliance with this Agreement by its Authorized Users; (iii) be responsible for the accuracy, quality and legality of all Customer Data, the means by which Customer acquired such Customer Data, Customer’s use of Customer Data with the Platform, and the interoperation of any third‑party applications with which Customer uses the Platform; (iv) prevent unauthorized access to or use of the Platform, and promptly notify RRAI of any such unauthorized access or use; (v) comply with terms of service of any third‑party applications with which Customer uses the Platform; and (vi) obtain access and authorization for all data processing performed by RRAI for Customer, including the right to perform any third‑party integrations. Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform. To ensure compliance, RRAI or its designated representative may review and audit Customer’s use of the Platform. Customer is solely responsible for the content of, and its compliance with all laws governing, any communications it initiates or sends via the Platform, including CAN‑SPAM, CASL, e‑privacy rules, TCPA/CTIA guidelines, carrier policies, and local do‑not‑call rules.

2.4. Third‑Party Materials.

Customer’s use of Third‑Party Materials is governed by the applicable third‑party terms. RRAI is not responsible for Third‑Party Materials and disclaims all liability arising from their use. To the extent permitted, RRAI will pass through applicable third‑party terms.

2.5. Beta, Evaluation, and Free Features.

From time to time, RRAI may label certain features or environments as alpha, beta, pilot, preview, evaluation, or free (collectively, “Beta Features”). Beta Features are provided “as is,” without warranties or indemnities, may be modified or discontinued at any time, are excluded from any uptime/availability commitments, and may process test data only. RRAI has no obligation to provide support for Beta Features.

2.6. Service Limitations.

The Platform is not designed as a records‑retention system or archive. Customer is responsible for maintaining independent backups/records of any content it requires. The Platform’s interoperability with third‑party sites (e.g., review platforms) is subject to those sites’ APIs, terms, and availability, which may change without notice.

3. Intellectual Property and Data Rights

3.1. Intellectual Property and Confidentiality; Updates.

Customer acknowledges and agrees that the Platform, all data and intellectual property comprising and powering the Platform, and any copies, updates, and/or derivative works of the Platform, along with the right to make, have made, practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, and/or create derivative works of any of the foregoing, exclusively belong to and are the property of RRAI. The Platform shall at all times remain RRAI’s sole and exclusive property, and RRAI retains the right to change or refine the Platform at its discretion. Customer acknowledges and agrees that RRAI regards the Platform and other Confidential Information as proprietary and confidential trade secrets. Customer agrees not to provide or otherwise make available in any form the Platform or any Confidential Information of RRAI to any person other than as expressly permitted by this Agreement or any Order, without RRAI’s prior written consent.

Updates. RRAI may develop and provide updates, upgrades, bug fixes, patches, and/or new features (“Updates”). Updates may modify or discontinue features or functionality. RRAI has no obligation to provide any Updates or to continue to provide or enable any particular features, functionality, or accessibility of the Platform. Where practicable, RRAI may provide advance notice of material changes that would materially reduce core functionality.

3.2. Customer Data.

As between RRAI and Customer, Customer owns all right, title and interest in and to all data provided by or on behalf of Customer in connection with its access and use of the Platform (collectively, the “Customer Data”). By providing any Customer Data to RRAI, Customer represents and warrants that it has the rights, consents, and permissions necessary to do so, and Customer and each Authorized User grant RRAI a non‑exclusive, worldwide, royalty‑free license during the Term to host, copy, process (including analyze), transmit, and display Customer Data solely to provide, maintain, secure, and support the Platform, to address service/security issues, and to comply with law or a valid legal process. During the Term, Customer may use any self‑service export tools made available within the Platform to export Customer Data. Following expiration or termination, RRAI may retain Customer Personal Data for up to thirty‑six (36) months for legitimate business records (including billing, security or fraud prevention, or litigation hold) or as otherwise required or permitted by law. RRAI will not use Customer Personal Data to train third‑party foundation models. Improvements to the Platform (including training/tuning of models) are performed using Aggregated/De‑Identified Data or as otherwise permitted by applicable law in RRAI’s role as a processor/service provider. Thereafter, RRAI may retain and use Customer Data in de‑identified form for these purposes indefinitely. Customer may request deletion of Customer Personal Data in writing, and RRAI will comply with such request unless retention is required by law, for legitimate business records, or as otherwise authorized in this Agreement. Any retained copies in routine backups will be deleted in the ordinary course per RRAI’s backup rotation schedules, and RRAI is not required to isolate such data. If applicable law requires the controller to have the option to receive a copy, and only upon Customer’s written instruction given within 30 days after termination or expiry, RRAI will make available a one‑time export of Customer Personal Data in a commonly used format (fees may apply). This clause does not require RRAI to return Aggregated/De‑Identified Data, system logs, or Third‑Party Materials. RRAI may sublicense these rights to its subcontractors/subprocessors for the foregoing purposes, subject to confidentiality obligations. Customer shall not transmit: (i) unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive, or otherwise objectionable content; (ii) content Customer lacks the right to transmit; (iii) content that infringes, misappropriates, or violates third‑party rights; (iv) unsolicited advertising; or (v) code intended to disable, delete, modify, damage, or erase software, hardware, or data. Although RRAI has no obligation to screen, edit, or monitor Customer Data, RRAI may remove, screen, or edit Customer Data for any breach of this Agreement. Content posted to third‑party platforms using the Platform is governed by those platforms’ terms. If Customer chooses to make any Customer Data publicly available, Customer does so at its own risk.

Data Processing Addendum. If and to the extent applicable data protection laws require a written data processing addendum, the RightResponse AI, Inc. — Data Processing Addendum (the “DPA”) (including the EU Standard Contractual Clauses and the UK Addendum, as applicable) is incorporated into and forms part of this Agreement and will automatically apply. In the event of a conflict between the DPA and this Agreement, the DPA controls to the extent of the conflict with respect to the processing of personal data. By executing or accepting this Agreement (including via click‑accept), the Parties also enter into and agree to be bound by the DPA (https://rightresponseai.com/legal/DPA)

3.3. Aggregated/De‑Identified Data and Application Monitoring.

RRAI may collect Application Monitoring Data and may create Aggregated/De‑Identified Data derived from Customer Data and use of the Platform. Aggregated/De‑Identified Data will not identify Customer, any Authorized User, or any individual, and RRAI will not attempt to re‑identify them and will contractually require subprocessors to do the same. RRAI may use Aggregated/De‑Identified Data for benchmarking, analytics, and to develop and improve the Platform (including training and tuning models operated by or for RRAI’s use only), and may make Aggregated/De‑Identified statistics publicly available in compliance with law, provided they do not identify Customer, any Authorized User, or any individual. RRAI owns the Application Monitoring Data and the Aggregated/De‑Identified Data; this Section does not grant RRAI any ownership of or rights in Customer Data other than as set out in §3.2 and as necessary to create such Aggregated/De‑Identified Data.

3.4. Feedback.

If Customer provides feedback or suggestions (“Feedback”), Customer grants RRAI an unrestricted, perpetual, irrevocable, non‑exclusive, fully paid, royalty‑free license to use, copy, modify, distribute, and create derivative works from the Feedback for any purpose. Customer retains ownership of its Feedback.

3.5. Output; Ownership and License.

As between the Parties, Customer owns Output to the extent protectable under law, and RRAI retains all right, title, and interest in RRAI Materials. Customer grants RRAI a non‑exclusive, royalty‑free license to use Output during the Term (and thereafter for a reasonable period for backup, audit, dispute, and legal compliance) to provide, support, secure, and improve the Platform, including creating Aggregated/De‑Identified Data under §3.3. Customer acknowledges that (i) posting Output to third‑party platforms is subject to those platforms’ terms; (ii) Output that is publicly posted is not confidential; and (iii) due to the nature of AI and templated content, similar or identical output may be provided to other customers, and no exclusivity is granted in generic language or ideas. RRAI has no obligation to maintain or provide Output after expiration or termination, except as required by applicable data protection laws or the DPA.

3.6. Security; Incident Response.

RRAI will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. RRAI will notify Customer without undue delay (and no later than required by the DPA) after confirming a Personal Data Breach involving Customer Personal Data in RRAI’s possession or control and will provide information reasonably available to assist Customer in meeting any breach‑notification obligations. RRAI will investigate, mitigate, and remediate the Personal Data Breach and keep Customer reasonably informed.

4. Fees and Payment Terms and Invoicing

4.1. Fees and Payments.

Customer will pay the Fees agreed with RRAI (a) as set out in an Order, or (b) if no Order is in place, as communicated in writing by RRAI (including via checkout screens, the Platform, email, or invoice). RRAI may change fees upon notice (email or in‑app notice sufficient). If Customer does not agree to the new fees, Customer may terminate the affected subscription or feature before the effective date of the change; continued use after that date constitutes acceptance. Unless otherwise stated, fees are due upon receipt, payment obligations are non‑cancelable, and fees paid are non‑refundable. Any undisputed amounts not received when due may accrue interest at 1.5% per month (or the maximum rate permitted by law), and RRAI may suspend or terminate access to the Platform for nonpayment.

4.2. Taxes.

Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, or similar taxes, duties, and government assessments (“Taxes”). If RRAI is legally required to pay or collect Taxes for which Customer is responsible, RRAI will invoice Customer and Customer will pay that amount unless Customer provides a valid exemption certificate.

5. Confidentiality

5.1. Confidentiality.

In connection with this Agreement and any Order, a Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) information that is confidential, proprietary, and/or a trade secret of the Disclosing Party and which is identified as confidential at the time of disclosure or which is reasonably apparent to be confidential based on the type of information and the circumstances of disclosure (“Confidential Information”). For five (5) years after termination of this Agreement (or, for trade secrets, for as long as such trade secrets remain protectable), the Receiving Party shall not disclose Confidential Information to any third party other than its employees, contractors, and agents who need to know and are bound by confidentiality obligations no less protective. The terms and conditions of this Agreement and any Orders are Confidential Information of both Parties; however, high‑level information used to provide references, recommendations, and case studies is not Confidential Information. The Receiving Party will not use the Disclosing Party’s Confidential Information to reverse engineer or develop functionally equivalent products or services. At the Disclosing Party’s written request, the Receiving Party will promptly return or destroy Confidential Information; routine backup copies and one archival copy may be retained for legal/compliance purposes, subject to ongoing confidentiality.

5.2. Exceptions.

Confidential Information does not include information that: (i) is or becomes public through no breach of this Agreement; (ii) was known to the Receiving Party without confidentiality obligations before disclosure; (iii) is independently developed without use of the Disclosing Party’s Confidential Information; (iv) is received from a third party without confidentiality obligations; or (v) is authorized for disclosure by the Disclosing Party. RRAI may use Customer’s name and logo for marketing purposes, including identifying Customer as a customer of the Platform.

5.3. Legally Required Disclosures.

The Receiving Party may disclose Confidential Information to the extent required by subpoena, court order, or government authority, provided it gives prompt written notice (unless legally prohibited) to allow the Disclosing Party to seek protective relief, and discloses only what is legally required while seeking confidential treatment.

6. Representations, Warranties and Warranty Exclusions

6.1. Limited Warranty; Exclusive Remedies.

During an active subscription term, the Platform will materially conform to the then‑current Documentation under normal use and circumstances. Customer’s exclusive remedy for breach of this warranty is, at RRAI’s option, (a) re‑performance of the non‑conforming portion of the Platform, or (b) if re‑performance is not commercially reasonable, a pro‑rata refund of prepaid, unused Fees for the affected portion of the subscription, and termination of the affected Order or subscription. This warranty is void to the extent non‑conformity is caused by Third‑Party Materials, Customer Data, or use contrary to the Documentation or this Agreement.

6.2. Mutual Representations and Warranties.

Each Party represents and warrants that: (i) it has the requisite power and authority to execute and deliver this Agreement and perform its obligations; (ii) this Agreement is a legal, valid, and binding obligation, enforceable in accordance with its terms, subject to applicable bankruptcy and similar laws and principles of equity; and (iii) this Agreement does not violate or breach any other agreement to which such Party is a party.

6.3. Disclaimers.

OTHER THAN THE WARRANTIES SPECIFICALLY MADE IN THIS AGREEMENT, THE PLATFORM IS PROVIDED “AS‑IS” AND “AS‑AVAILABLE.” RRAI AND ITS LICENSORS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED OR ARISING OUT OF CUSTOM OR TRADE USAGE, AND SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RRAI DOES NOT WARRANT THE ACCURACY OF THE PLATFORM, THAT OPERATION WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. THE PLATFORM IS FOR INFORMATIONAL USE; CUSTOMER IS SOLELY RESPONSIBLE FOR ITS DECISIONS, LEGAL COMPLIANCE, AND PROFESSIONAL ADVICE NEEDS. RRAI SHALL NOT BE DEEMED IN BREACH TO THE EXTENT A BREACH RESULTS FROM A THIRD PARTY’S ACT OR OMISSION.

7. Limitation of Liability

IN NO EVENT WILL RRAI BE LIABLE TO CUSTOMER OR ANY AUTHORIZED USER UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES; LOST REVENUES OR PROFITS; LOSS, INTERRUPTION, OR DELAY OF DATA; SECURITY BREACHES; OR OTHER COMMERCIAL LOSSES, EVEN IF ADVISED OF THE POSSIBILITY. RRAI’S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE FEES CUSTOMER PAID TO RRAI IN THE PRIOR TWELVE (12) MONTHS UNDER THE APPLICABLE ORDER FOR THE CAUSE OF ACTION. NOTHING LIMITS CUSTOMER’S PAYMENT OBLIGATIONS.

8. Indemnification

8.1. Customer Indemnity.

Customer shall indemnify, defend, and hold harmless RRAI, its affiliates, and their respective employees, directors, agents, successors and assigns from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of any third‑party claim alleging (i) the Customer Data, or any use of the Customer Data with the Platform, infringes, violates, or misappropriates third‑party intellectual property or privacy rights; or (ii) Customer’s or any Authorized User’s (a) negligence or willful misconduct; (b) use of the Platform not authorized by this Agreement; (c) use of the Platform with data, software, hardware, equipment or technology not provided by or authorized in writing by RRAI; or (d) modifications to the Platform not made by RRAI.

8.2. RRAI Indemnity.

RRAI will indemnify, defend, and hold harmless Customer and its Authorized Users from and against losses arising out of any third‑party claim that the Platform, when used in accordance with this Agreement and the applicable Order, infringes or misappropriates such third party’s intellectual property rights; provided this does not apply to the extent the alleged infringement or misappropriation arises from claims for which Customer is obligated to indemnify hereunder or from Customer’s or any Authorized User’s breach of this Agreement or any Order. THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDY AND RRAI’S SOLE LIABILITY FOR ANY CLAIMS THAT THE PLATFORM INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES THIRD‑PARTY IP RIGHTS.

8.3. Procedures.

The Party seeking indemnification must promptly notify the other Party of any claim (failure to notify reduces obligations only to the extent of prejudice), allow the indemnifying Party to control the defense (unless it declines), and reasonably cooperate. The indemnifying Party must obtain the indemnified Party’s prior written consent for any settlement that (i) does not include a full release, or (ii) admits fault by the indemnified Party or imposes obligations other than payment of money by the indemnifying Party.

9. Term and Termination

9.1. Term.

This Agreement begins on the Effective Date and continues until terminated as provided herein (the “Term”). Each Order becomes effective on the effective date set forth therein and remains effective for the term set forth (the “Initial Order Term”). Each Order automatically renews in accordance with its terms (each, an “Extension Order Term”) unless either Party gives written non‑renewal notice at least thirty (30) days before the end of the then‑current term. This Agreement may be terminated by either Party upon written notice when no Orders are in effect. Termination of an Order does not terminate this Agreement. If Customer has provided credit card information, for any renewal Customer authorizes RRAI to charge the card on file for applicable non‑refundable Fees.

9.2. Termination for Cause.

Either Party may terminate this Agreement or any Order upon written notice if the other Party (i) materially breaches this Agreement or the Order (including non‑payment) and fails to cure within thirty (30) days after written notice, or (ii) becomes insolvent, ceases business, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or liquidation proceedings. If RRAI terminates for Customer’s breach, all outstanding invoices become immediately due on the termination date.

9.3. Effect of Termination.

Upon expiration or termination of this Agreement, all Orders also terminate on the same date unless the Parties agree in writing to keep a specific Order in effect. Termination does not affect Customer’s obligation to pay all Fees due and owing before the effective date of termination. All provisions that by their nature should survive, survive (including payment obligations, confidentiality, IP, license limits, disclaimers, limitations of liability, indemnities, and dispute resolution).

10. Miscellaneous

10.1. Entire Agreement.

This Agreement and each Order supersede all prior or contemporaneous agreements, communications, and understandings, oral or written, regarding the subject matter. All terms on Customer purchase orders or similar documents are void. This Agreement and Orders may be modified only by a written instrument signed (including e‑sign) by authorized representatives of both Parties.

10.2. Legal Notices.

All notices must be in writing and are deemed given (i) when delivered personally; (ii) when sent by email, on the date sent if during business hours (otherwise the next business day); (iii) one (1) business day after deposit with an overnight courier (prepaid); or (iv) three (3) business days after mailing by certified mail. Notices to Customer go to the address in the Order, or if none, to the email on Customer’s account. Notices to RRAI go to compliance@rightresponseai.com or RightResponse AI, Inc., Attn: Legal, 9428 Baymeadows Rd, Ste 502, Jacksonville, FL 32256 (or such updated contacts as RRAI designates).

10.3. Waivers.

No waiver of any breach or default is a waiver of any other or later breach or default. Waivers must be in writing and signed.

10.4. Severability.

If any provision (other than the essential exchange of consideration) is found invalid or unenforceable, the remainder will be enforced to the maximum extent permitted.

10.5. Injunctive Relief.

A breach or threatened breach of Sections 2, 3, 5, 6, or 7 may cause irreparable harm for which monetary damages are inadequate. The non‑breaching Party may seek specific performance and/or injunctive or other equitable relief, without posting bond, in addition to other remedies.

10.6. Governing Law; Arbitration; Venue; Fees; Confidentiality; Time Limits.

This Agreement and Orders are governed by the laws of the State of Florida, U.S.A., without regard to conflicts‑of‑law rules and excluding the U.N. Convention on Contracts for the International Sale of Goods and any version of UCITA as enacted. The U.S. Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs interpretation and enforcement of this Section.

Arbitration. Except for the limited court relief expressly permitted below, any dispute, claim, or controversy arising out of or relating to this Agreement or the Platform (each, a “Dispute”) shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect by a single arbitrator. The seat and venue of the arbitration shall be Jacksonville, Florida, and the language shall be English. Judgment on the award may be entered in any court having jurisdiction.

Individual proceedings only. No class, collective, consolidated, private attorney general, or representative actions or arbitrations shall be permitted.

Court relief for limited purposes. Either Party may (a) seek temporary/preliminary injunctive relief in a court of competent jurisdiction to protect confidential information or intellectual property, and/or (b) apply to such court for orders in aid of arbitration or to confirm/enforce/modify/vacate an award. For any such court action, the state and federal courts located in Jacksonville, Florida have exclusive jurisdiction and venue, and each Party submits to personal jurisdiction and waives objections to venue or forum.

‍

Jury trial waiver: To the extent any such proceeding involves a right to a jury trial, each Party knowingly and voluntarily waives that right.

Fees; prevailing Party. AAA administrative fees and arbitrator compensation shall be allocated per the Rules. In any arbitration, court action to obtain provisional relief, or action to enforce an award, the prevailing Party is entitled to recover its reasonable attorneys’ fees, accounting fees, and other costs.

Confidentiality. The existence of the arbitration, proceedings, submissions, orders, and award are confidential except as needed to conduct the arbitration, enforce/challenge the award, or as required by law.

Time limit. To the fullest extent permitted by law, any Dispute must be filed within one (1) year after the claim accrues; otherwise, the claim is permanently barred.

10.7. Export Controls and Sanctions.

The Platform may be subject to U.S. and other export control and sanctions laws, including the EAR and OFAC regulations. Customer will not directly or indirectly export, re‑export, transfer, or otherwise make available the Platform to any jurisdiction or person prohibited by law and will comply with all such laws, including licensing requirements and denied/restricted‑party screening.

10.8. Assignment.

Neither Party may assign or transfer this Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign without consent (a) to an Affiliate, or (b) in connection with a merger, reorganization, change of control, or sale of all or substantially all assets, provided that (i) prompt written notice is given, (ii) the assignee agrees in writing to be bound by this Agreement, and (iii) the assignee is not a direct competitor of the non‑assigning Party. Any attempted assignment in violation of this Section is void. An assignment by Customer does not expand usage rights under any Order. Subject to the foregoing, this Agreement binds and benefits the Parties and their permitted successors and assigns.

10.9. Relationship of Parties.

RRAI is an independent contractor of Customer and may engage subcontractors. Nothing herein creates a partnership, joint venture, or similar relationship.

10.10. Force Majeure.

Neither Party will be liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor actions, government actions, utility or telecommunication failures, cloud/hosting provider failures, denial‑of‑service attacks, or outages of Third‑Party Materials. Payment obligations are excluded.

11. Definitions

“Authorized Users” means the individuals Customer authorizes to access the Platform under Customer’s account.

“Customer” means the entity or individual that accepts this Agreement or enters into an Order, including any Affiliate expressly identified in an Order.

“Customer Data” means data or content provided by or on behalf of Customer to the Platform or to RRAI in connection with the Platform, excluding Aggregated/De‑Identified Data, Application Monitoring Data, RRAI Materials, and Third‑Party Materials.

“Order” means any ordering document or process that references this Agreement, including a mutually executed order form, online checkout, in‑app purchase, pricing page confirmation, invoice, or other written instrument. If Customer signs up without a separate ordering document, the plan, limits, fees, and renewal/cancellation terms shown in the Platform at signup/checkout or in Customer’s account billing settings are deemed an Order.

“Documentation” means RRAI’s online documentation, user guides, and usage instructions for the Platform, as updated from time to time.

“RRAI Materials” means the Platform and all related software, models, algorithms, prompts, templates, formats, schemas, workflows, scripts, tools, libraries, designs, know‑how, documentation, and other technology or materials, whether pre‑existing or developed during the Term.

“Third‑Party Materials” means third‑party software, data, content, or services, including any made available via integrations with the Platform.

“Application Monitoring Data” means technical and operational data about use of the Platform (e.g., logs, usage metrics, device/browser and performance data) collected for operation, maintenance, support, security, capacity planning, and billing.

“Aggregated/De‑Identified Data” means data and information related to the provision or use of the Platform that has been aggregated (including by combining with similar data from other customers) and/or de‑identified so it does not identify Customer or any individual.

“Output” means text, reports, metrics, dashboards, analyses and other materials generated by the Platform for Customer (e.g., review requests, sentiment analysis, response text, and map‑ranking/visibility reports), excluding RRAI Materials and Third‑Party Materials.

Exhibit A — Data Processing Addendum

The RightResponse AI, Inc. — Data Processing Addendum (including Annexes and SCCs/UK Addendum selections) is incorporated by reference and applies where required by law, and can be found at: https://www.rightresponseai.com/legal/dpa

‍