"VAL" SUBSCRIPTION AGREEMENT

IMPORTANT – READ CAREFULLY: This Subscription Agreement ("Agreement") is a legal contract between Azimuth GRC, Inc. ("Azimuth") and you (the "End User"). By clicking "I ACCEPT," or by otherwise accessing or using the "VAL" AI platform, or by completing the online order process for a paid seat license, you agree to be bound by these terms. If you are accepting on behalf of an entity, you represent and warrant that you have the authority to bind such entity.

1. DEFINED TERMS

"VAL" (the "Service"): The proprietary AI-driven regulatory platform capable of recognizing natural language prompts to provide plain-English answers to complex regulatory questions.

"Coded Regulatory Environments": Azimuth's proprietary, expert-informed reduction-to-code of thousands of regulatory tests and interrelated requirements that are determinable in relationship to each other and multiple variable inputs.

"Materials": Collectively refers to Prompts (text submitted by an End User) and Outputs (plain-English responses generated by VAL).

"Feedback": Any and all suggestions, enhancement requests, logic corrections, prompt techniques, or observations provided by an End User regarding the Service.

"Adversarial Prompting": The act of submitting Prompts designed to deceive, manipulate, or bypass the model's safety and operational guardrails, including but not limited to "Prompt Injection" (the strategic use of input to override system-level instructions) and "Jailbreaking" (the employment of linguistic work-arounds to force the model to ignore safety filters or violate corporate policy).

"User Fee": The per-seat monthly subscription fee payable by End User for access to the Service, as stated in the applicable online order or checkout flow at the time of purchase. Azimuth reserves the right to update the User Fee upon notice, with any increase taking effect at the start of the next monthly billing cycle.

"Subscription Term": The recurring monthly period commencing on the date End User completes the online order process and continuing on a month-to-month basis unless earlier terminated in accordance with Section 9.

2. LICENSE SCOPE & SECURE DEPLOYMENT

• 2.1 Azure Environment: The Service is hosted within a secure Microsoft Azure environment behind enterprise-grade firewalls. Each End User environment is architected as a separate, logically isolated instance to ensure data integrity and security.
• 2.2 License Grant: Subject to End User's timely payment of the applicable User Fee, Azimuth grants End User a non-exclusive, non-transferable right to access and use the Service for End User's internal business and compliance operations during the Subscription Term. End User may not sublicense, resell, or otherwise make the Service available to any third party. Public distribution or reselling of Outputs is strictly prohibited.
• 2.3 Data Segregation: Azimuth will not include End User data or Personally Identifiable Information ("PII") in the model's training set. The Service does not permit file uploads; End Users interact with the Service exclusively through text Prompts. End Users shall not type or otherwise introduce PII or personal financial information into any Prompt. To the extent an End User does, Azimuth will not export any such information outside of the End User's environment.
• 2.4 Account Integrity: End User is strictly liable for all activity occurring under their credentials and must not disclose API keys or passwords to any unauthorized party. Credentials and seat licenses are personal in nature and must not be shared, transferred, or utilized by more than one individual user.

3. FEEDBACK ASSIGNMENT & INTELLECTUAL PROPERTY

• 3.1 Ownership of Service: Azimuth retains all right, title, and interest in the Service, including the Coded Regulatory Environments and underlying model weights and intellectual property. All methodologies, algorithmic structures, and informed logic utilized by VAL are the sole and exclusive trade secrets of Azimuth and protected by statutory and common law.
• 3.2 Absolute Assignment of Feedback: End User acknowledges that Azimuth may develop future improvements, features, or separate products based on Feedback. End User hereby irrevocably and unconditionally assigns to Azimuth, in perpetuity, all right, title, and interest worldwide in and to any and all Feedback, including all intellectual property rights therein.
• (a) End User waives any "moral rights" or claims to compensation, royalties, or ownership in any future Azimuth product or "improvement" derived from such Feedback.
• (b) End User acknowledges that such assignment is absolute and grants Azimuth the unrestricted right to utilize, disclose, and exploit the Feedback in any manner without credit or payment to End User.
• (c) End User agrees to execute any documents and take all further actions as may be reasonably required to perfect or evidence Azimuth's ownership of such Feedback.
• 3.3 Non-Compete: End User shall not use the Service, its logic, or its Outputs to develop a competing regulatory-tech or legal-tech product or machine learning model.

4. ACCEPTABLE USE: NO MALICIOUS CODE, CONTENT OR ADVERSARIAL PROMPTING

• 4.1 Prohibited Adversarial Prompting: End User is strictly prohibited from engaging in "Prompt Injection," "Jailbreaking," or any "Adversarial Prompting" designed to:
• (a) Bypass safety guardrails or data egress filters.
• (b) Reveal the "System Prompt" or the underlying logic of the Coded Regulatory Environments or VAL.
• (c) Induce the model to execute code or perform "agentic" tasks outside of delivering plain-English answers and supporting information in response to textual questions.
• 4.2 No Malicious Payloads: End User shall not submit any Prompt containing viruses, Trojan horses, or harmful computer code.
• 4.3 Content Prohibitions: End User represents and warrants that they will not submit any Prompts that:
• (a) Incorporate copyrighted, trademarked, or proprietary information of a third party without express legal authorization.
• (b) Contain PII of any third party or disclose information in violation of any confidentiality obligations owed to a third party.
• (c) Attempt to exploit, harm, or target individuals under the age of majority in any jurisdiction.
• (d) Generate deceptive or fraudulent content, including "deepfake" data or impersonations of regulatory authorities.
• (e) Contain pornographic, obscene, or "not-safe-for-work" (NSFW) material.
• (f) Are defamatory, libelous, or violate the privacy rights of any third party.
• 4.4 Enforcement: Any End User attempt to probe for vulnerabilities or circumvent security protocols will result in immediate termination of access and potential legal action.

5. PROFESSIONAL DISCLAIMERS

• 5.1 No Legal Advice: VAL is a regulatory compliance productivity tool and does not provide legal advice, financial advice, or representation. No attorney-client relationship is formed with an End User. All Outputs require thorough review and validation by a qualified human professional before being incorporated into any compliance or business process. The Service is an assistive tool and must not be used as a substitute for professional human judgment or formal legal counsel.
• 5.2 Verification & Reliance: Due to the probabilistic nature of large language models, Output may be incomplete or contain material inaccuracies, "hallucinations," or fabricated details even if it appears highly specific. End Users must therefore ensure that all results are verified through independent, substantiated means to confirm accuracy. For example, before relying on any Output, an End User should validate the Outputs against primary regulatory texts, such as the CFPB's official interpretations of Regulation Z, or other definitive industry standards.
• 5.3 Third-Party Model Reliance & Drift: Azimuth utilizes third-party artificial intelligence models and infrastructure to provide the Service. Azimuth is not responsible for outages, service interruptions, or the deprecation of features caused by third-party providers. End User acknowledges that model performance may "drift" over time and Azimuth does not guarantee that the Service will yield identical Output for identical Prompts across different sessions.
• 5.4 Service Limitations: The Service is provided "AS-IS" and "AS-AVAILABLE" without warranties of any kind.

6. LIMITATION OF LIABILITY & INDEMNIFICATION

• 6.1 Aggregate Cap: Azimuth's total aggregate liability for all causes of action arising out of this Agreement—whether in contract, tort, or otherwise—shall not exceed $1,000.00.
• 6.2 Exclusion of Damages: In no event shall Azimuth be liable for any lost profits, regulatory fines, or consequential damages.
• 6.3 End User Indemnification: End User agrees to indemnify, defend, and hold harmless Azimuth and its officers, directors, and employees from and against any and all third-party claims, liabilities, damages, or expenses (including reasonable attorneys' fees) arising out of or related to:
• (a) End User's breach of the Acceptable Use provisions set forth in Section 4.
• (b) Any Adversarial Prompting or introduction of Malicious Payloads by End User.
• (c) End User's unauthorized disclosure of PII or third-party proprietary information through the Service.

7. COMPLIANCE & EXPORT CONTROL

• 7.1 Export Compliance: End User represents and warrants that it is not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country. End User shall comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") and trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC").

8. DISPUTE RESOLUTION

• 8.1 Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof shall be determined by binding arbitration in Duval County, Florida, before one arbitrator. The arbitration shall be administered by a mutually agreed-upon ADR provider, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
• 8.2 Waiver of Jury Trial: THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

9. SUBSCRIPTION, PAYMENT & TERMINATION

• 9.1 Subscription and Payment: End User's access to the Service is conditioned on timely payment of the applicable User Fee. The Subscription Term renews automatically on a monthly basis unless cancelled by End User prior to the start of the next billing cycle through the applicable account management portal or by written notice to Azimuth. Azimuth reserves the right to modify the User Fee upon reasonable notice, with any increase effective at the start of End User's next monthly billing cycle following such notice.
• 9.2 Right to Modify or Discontinue: Azimuth reserves the right to temporarily or permanently modify, suspend, or discontinue the Service or End User's access at any time. In the event Azimuth permanently discontinues the Service, Azimuth will provide reasonable advance notice and will refund any prepaid but unused portion of the then-current monthly User Fee.
• 9.3 Effect of Termination: Upon termination, End User must immediately cease use of the Service. No refunds will be issued for the then-current monthly billing period upon End User-initiated cancellation.