CLIENT SERVICES AGREEMENT

Last Updated Date: Dec 1, 2025.

CERULEAN AI, INC.

This Client Services Agreement (including each Service Order (as defined below) and any and all exhibits, documents and policies attached or referenced herein or therein, this “Agreement”) is between Cerulean AI, Inc., a Delaware corporation (“Cerulean”) and the person or entity listed on the signature page of the applicable Service Order (“Customer”). Cerulean and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

By accepting this Agreement, either by executing this Agreement, a Service Order, or other document that references this Agreement, by using (or making any payment for) the Services, or by otherwise indicating your acceptance of this Agreement, you: (1) agree to this Agreement on behalf of the Customer; and (2) represent that you have the authority to bind Customer to this Agreement. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.

The parties agree as follows:

Definitions.

"Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

1. "Applicable Law” means all international, federal, state, provincial, and local laws, regulations, binding regulatory guidance, directives, and governmental requirements applicable to the Services, or either Party’s performance under this Agreement, including, without limitation, Data Privacy Laws.

2. "Authorized Users” means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased under a Service Order.

3. "Confidential Information” means information or data that either Party (“ Discloser”) discloses to the other Party (“ Recipient”) under this Agreement, and that is marked as confidential or identified in writing as confidential within thirty (30) days of disclosure to Recipient or would normally be considered confidential information under the circumstances.

4. "Customer Data” means information, data, and other content that is (1) supplied by Customer to Cerulean for purposes of the Implementation Services; and (2) submitted, uploaded, or imported to the Services by or on behalf of Customer or its Authorized Users.

5. "Data Privacy Laws” means all applicable laws and regulations relating to privacy, data protection, data security, communications secrecy, breach notification, or the processing of Personal Information.

6. "Documentation” means any manuals, handbooks, and guides relating to the Services provided by Cerulean to Customer.

7. "Implementation Services” means any implementation, configuration, design, onboarding, training, or consulting services relating to the Services that are specified in a Service Order or otherwise provided by Cerulean to Customer.

8. "Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, or other intellectual property rights laws.

9. "Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder.

10. "Order Term” means the Service Order term length specified in the contract term within the applicable Service Order.

11. "Personal Information” has the meaning assigned to it under applicable Data Privacy Laws.

12. "Scope Limitations” means any limitations on Customer’s use of the Services specified in a Service Order.

13. "Service Order” means an ordering document or online order specifying the Services to be provided under this Agreement that is entered into between Customer and Cerulean.

14. "Services” means Cerulean’s software-as-a-service platform, including any related applications; in each case, identified in the applicable Service Order.

15. "Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Cerulean.

16. "Usage Data” means data relating to the Authorized Users’ use of and interactions with the Services or Cerulean’s other products and services that is aggregated or de-identified in such a way that it cannot reasonably be used to personally identify an Authorized User.

2. Services.

Service Orders.

Throughout the Term, Customer may order Services and Implementation Services pursuant to one or more Service Orders. Each Service Order is subject to, and hereby incorporated into, this Agreement.

1. Changes to Service Orders. Either Party may, at any time, reasonably request a change to any Service Order. Any requested change that the Parties mutually accept (a “ Change”) will be described in a written change order prepared by Cerulean and signed by both Parties.

2. Access to the Services. Subject to Customer’s payment of all Fees and compliance with this Agreement, Cerulean grants to Customer a worldwide, non-exclusive, non-transferable right during the Order Term to use the Services by its Authorized Users solely as necessary in connection with Customer’s internal business purposes in accordance with any Scope Limitations and the Documentation.

3. Documentation. Subject to Customer’s payment of all Fees and compliance with this Agreement, Cerulean grants to Customer a worldwide, non-exclusive, non-transferable license during the Order Term to internally use the Documentation solely as necessary for the purpose of enabling Customer’s authorized use of the Services.

4. Support. Subject to Customer’s payment of all Fees and compliance with this Agreement, Cerulean will use commercially reasonable efforts to provide support in accordance with the Service Levels set forth in Exhibit A.

5. Subcontractors. Cerulean may use subcontractors or other third parties to perform its obligations under this Agreement, but Cerulean will remain responsible for all such obligations.

3. Implementation Services

1. Customer Obligations and Responsibilities. Customer will: (1) cooperate with and assist Cerulean in the performance of Implementation Services; (2) provide the resources specified in the Service Order; and (3) perform all obligations required by Customer under the terms of the Service Order.

2. All data required to perform the Implementation Services under a Service Order will be supplied by Customer and is assumed to be accurate and publishable and must be provided in a consistent format as agreed with Cerulean.

3. Such data will be supplied by Customer as soon as possible after the effective date of a Service Order but in all cases within ten (10) days after such effective date.

4. Timely review of and feedback on deliverables, including user acceptance testing (“ UAT”) during the Implementation Services.

4. Restrictions and Responsibilities

Use Restrictions. Except as expressly permitted in this Agreement, Customer will not, and will not permit or authorize third parties to: (1) rent, lease, or otherwise permit third parties to use the Services or Documentation; (2) use the Services or Documentation to provide services to third parties; (3) circumvent or disable any security or other technological features of the Services; (4) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code related to the Services.

1. Authorized Users; Accounts. Customer is responsible and liable for all actions and inactions by its Authorized Users or by any third party that Customer or an Authorized User permits to access or use the Services.

2. Customer Systems and Back-Ups. Customer shall obtain and operate all systems and equipment needed to connect to, access or otherwise use the Services.

3. Changes. Cerulean reserves the right to make any changes to the Services and Documentation that it deems necessary or useful to maintain or enhance the quality or delivery of Cerulean's services.

4. AI Output Responsibility. Customer understands that the Services may produce content or results generated by artificial intelligence, which may contain errors. Cerulean is not liable for inaccuracies or omissions.

5. Third-Party Services

Third-Party Services. Cerulean and third parties may make available third-party products or services that Customer may elect to purchase or use. Cerulean is not responsible for any violations of Applicable Law relating to Third-Party Services, or arising from Customer’s use of Third-Party Services.

6. Ownership.

1. Cerulean IP. Cerulean and its licensors own the Services, Documentation, AI Outputs, and all improvements, enhancements or modifications thereto. No ownership rights in Cerulean IP are transferred to Customer by this Agreement.

2. Customer Data. Customer owns all right, title, and interest in and to the Customer Data.

3. Feedback. Customer may provide Cerulean with Feedback. Cerulean may use Feedback without payment, attribution, or restriction.

7. Data

1. Customer Data License. Customer hereby grants Cerulean a worldwide, non-exclusive, royalty-free license to host, store, transfer, display, and process Customer Data for the purpose of providing the Services and fulfilling obligations under this Agreement.

2. Usage Data. Cerulean may collect, generate and analyze Usage Data in connection with the provision, use, and performance of the Service.

3. Research and Model Training. Cerulean may use data derived from Customer Data that has been aggregated for lawful purposes.

8. Confidentiality & Data Security.

A. Confidentiality. Each Party as Recipient will take reasonable precautions to protect Discloser’s Confidential Information.

B. Security. Cerulean will implement safeguards designed to protect the security, confidentiality, and integrity of Customer Data.

C. Security Incidents. Cerulean will notify Customer without undue delay after becoming aware of any unauthorized access to Customer Data.

9. Fees and Payment.

1. Customer will pay all fees described in all Service Orders in accordance with the terms therein. Unpaid amounts are subject to a finance charge of 2.5% per month on any outstanding balance.

2. Taxes. Customer will bear all taxes, duties, and other governmental charges relating to the Services.

3. Payment Processing. ACH payment information is required upon execution of the Service Order.

10. Term and Termination.

Term. The term of this Agreement will commence on the effective date of the first Service Order. Upon expiration, the Order Term will automatically renew for a term equivalent to the initial Order Term unless otherwise specified.

1. Termination for Breach, Insolvency, or Illegality. Either Party may terminate this Agreement for material breach if not cured within specified timeframes.

2. Early Termination. Customer may terminate this Agreement or any individual Service Order for convenience by providing sixty (60) days’ prior written notice.

3. Effect of Termination. Termination of this Agreement will automatically terminate all active Service Orders.

4. Post-Termination Obligations. Upon any termination, Cerulean will make Customer Data available for retrieval for 30 days.

11. Warranties and Disclaimer

1. Each Party represents and warrants to the other that this Agreement has been duly executed.

2. Cerulean Warranties. Cerulean represents that it will perform the Services in accordance with industry standards.

3. Disclaimer of Warranties. Cerulean makes no other express or implied warranties with respect to the Services.

12. Indemnification.

Cerulean Indemnification. Cerulean shall indemnify Customer against any Losses incurred resulting from Action by a third party that arises from Customer’s use of the Services in accordance with this Agreement.

1. Customer Indemnification. Customer shall indemnify Cerulean against any Losses incurred resulting from any Action by a third party that arises out of Customer Data.

13. Limitations of Liability.

Exclusion of Damages. In no event will either Party be liable for any consequential, incidental, indirect, exemplary, or punitive damages.

1. Damages Cap. The aggregate liability of either Party arising out of or related to this Agreement will not exceed the total amounts paid in the 12-month period preceding the claim.

14. Publicity

Cerulean may publicly list Customer as a Customer and use Customer’s trademark for marketing purposes unless Customer opts out in writing.

15. Compliance with Applicable Law; Export.

Each Party will comply with all Applicable Law in connection with performing its obligations under this Agreement.

16. Miscellaneous.

Governing Law; Venue. This Agreement is governed by New York State law. The Parties submit to the jurisdiction in those courts.

Force Majeure. Cerulean will not be liable for any delay or failure to perform under this Agreement due to causes beyond its control.

Interpretation. If Cerulean provides a translation of this Agreement, the English version will prevail.

Exhibit A

CERULEAN SERVICE LEVELS

Definitions.

• "Available” means the ability to access and use the Services.
• "Excused Downtime” means when the Services are not Available due to Scheduled Maintenance, Customer’s use in violation of the Agreement, or failures of Customer’s internet connectivity.
• "Scheduled Maintenance” means any scheduled outages or downtime for maintenance.
• "Service Interruption” means that the Services are not Available.

Availability

During the Order Term, Cerulean will use commercially reasonable efforts to make the Services Available 24/7, at least 99.5% of the time.

Service Credits

If Cerulean fails to meet the Availability Requirement, Customer may receive a Service Credit as specified in this Exhibit.