ARSY AI MASTER LICENCE TERMS

Public offer to enter into a licence agreement for the ARSY AI software — for certified integration partners

Version of 23 July 2026. Effective from 1 August 2026. The current version is published at: https://arsy.ai/offer/partner

PREAMBLE

web-ar.studio Corp, a stock corporation incorporated under the General Corporation Law of the State of Delaware on 13 February 2023 under file number 7294738, whose registered office is at 1007 N Orange St, 4th Floor, Suite 1382, Wilmington, New Castle County, Delaware 19801 (registered agent: Firstbase Agent LLC), and whose principal place of business is at 447 Broadway, 2nd Floor, 1156, New York, NY 10013, United States — referred to in these Terms as "Web-AR.Studio Corp", the "Licensor" or "we" — owns the intellectual property rights in the ARSY AI platform for the territory covered by these Terms, and hereby publishes this offer.

These Terms constitute a binding offer capable of acceptance. Any legal entity that meets the requirements of clause 3.1 ("Counterparty", "you") may enter into a licence agreement with the Licensor by performing any of the acts of acceptance set out in clause 3.2. No signature is required, although one may be requested.

Please read these Terms carefully. Performing any act of acceptance binds you to all of them.

GENERAL PART

1. STRUCTURE AND ORDER OF PRECEDENCE

1.1. These Terms comprise:

• General Part (clauses 1–4);
• Part B — terms applicable to a Partner (a certified integration partner);
• Part C — general terms;
• Schedules 1–6, each of which forms an integral part of these Terms.

1.2. These Terms govern the relationship between the Licensor and the Partner. The terms on which rights in the Software are granted to end Customers are set out in the customer public offer published at https://arsy.ai/offer/customer (the "Customer Terms").

1.2.1. Clause and schedule numbering is uniform across every version of the ARSY AI offer: a reference to a clause (for example, C.10.2) means the same clause in each of them. The absence from this version of a Part that does not relate to its subject matter is not an omission.

1.3. Order of precedence. In the event of conflict, the following order applies (highest first):

1. 1) a separate written agreement signed by both parties, to the extent it expressly departs from these Terms;
2. 2) an Order Form signed or otherwise agreed by both parties;
3. 3) the Schedules;
4. 4) Part B;
5. 5) Part C and the General Part.

1.4. These Terms do not replace the website terms published at https://arsy.ai/terms or the privacy policy published at https://arsy.ai/privacy. As regards the grant of rights in the Software and payment between the parties, these Terms prevail.

1.5. Submitting a demo request, attending a demonstration or receiving access to a demonstration environment does not by itself form a contract and grants no licence to the Software.

1.6. Own account. The Licensor contracts solely on its own behalf and in its own name. It is not a party to, and assumes no obligation or liability under, any agreement concluded by any other person, and no other person is authorised to make representations, incur obligations or grant rights on the Licensor's behalf.

2. DEFINITIONS

2.1. "Software", "ARSY AI" — the ARSY AI spatial-AI platform for industrial environments, comprising, to the extent included in the purchased Tier:

• the platform server components and administration console;
• the AR Clip VPS visual positioning system (markerless spatial positioning, creation and storage of spatial maps);
• the AI agent (text and voice modes, free-interaction mode, agentic mode), including trained machine-learning and computer-vision models;
• the functional modules: training and certification, analytics, access control (RBAC), the component-based scenario engine, and the Remote Expert module (AR video conferencing);
• client applications for smartphones, tablets and AR glasses;
• the accompanying documentation;

together with all updates, fixes and new releases of the foregoing supplied by the Licensor during the Licence Term.

2.2. "ARSY AI Space" — the management interface at https://space.arsy.ai, used for administration, registration of Devices and Covered Machines, and for the exchange of formal notices between the parties.

2.3. "Customer" — a legal entity to which the Partner grants rights to use the Software on the Customer Terms (a sublicensee).

2.4. "Partner", "Integrator" — a legal entity that accepts these Terms in order to deploy the Software for Customers and/or to grant Customers rights to use the Software under Part B, and that has been certified by the Licensor. In these Terms the Partner is the Counterparty.

2.5. "Order Form" — a document in the form of Schedule 6 setting out the Tier, Deployment Model, Sites, number of Covered Machines and Devices, Licence Term, fees and payment terms, and any other agreed parameters. An Order Form may be agreed in ARSY AI Space, by email or by signature.

2.6. "Tier" — the set of functional capabilities and quantitative limits defined in Schedule 1: Lite, Starter, Professional, Enterprise.

2.7. "Deployment Model":

• "Managed Cloud" — the Software runs on the Licensor's infrastructure and is accessed remotely over the internet;
• "On-Premise" — an Instance is installed on a server located within the Counterparty's own network and under its control. Available from the Professional Tier upwards.

2.8. "Instance" — a deployed and configured copy of the Software operating for one Counterparty under one Deployment Model.

2.9. "Site" — a discrete industrial or other facility of the Customer (territory, plant, building, production area) that has been spatially scanned and within which the Software is used. Sites are listed in the Order Form.

2.10. "Covered Machine" — an item of the Customer's production equipment (machine tool, unit, line, installation, assembly) for which spatial anchoring, scenarios and/or guidance procedures have been created in the Software and which is registered in ARSY AI Space. Covered Machines are a billing unit.

2.11. "Device" — an item of wearable or mobile hardware (AR glasses, smartphone, tablet) registered in an Instance and used to access the Software.

2.12. "User" — an individual to whom the Counterparty grants access to the Software (employee, trainee, contractor). Users are never metered and never charged for, on any Tier.

2.13. "Customer Content" — all data and materials that the Counterparty puts into the Software or creates using it, including Site scans and the spatial maps derived from them, procedures, training courses and scenarios, uploaded technical and regulatory documentation, captured photo and video evidence, Remote Expert session recordings, User activity data and operational records.

2.14. "Aggregated Metrics" — information about the operation of the Software in aggregated and de-identified form that does not permit identification of the Counterparty, its Site, its equipment, its Users or any other individual (including performance figures, feature-usage frequency, volumes and error rates).

2.15. "Licence Term", "Billing Period", "Subscription" — the period for which rights to use the Software are granted, as set out in the Order Form.

2.16. "Price List" — the Licensor's price list published at https://arsy.ai/pricing, together with the base rates set out in Schedule 2.

2.17. "Support Schedule" — Schedule 3, setting out support levels, channels, response times and availability commitments.

3. FORMATION OF THE CONTRACT (ACCEPTANCE)

3.1. Who may accept. These Terms are addressed to legal entities and to individuals acting in the course of a trade, business or profession. They are not addressed to consumers, and no consumer-protection regime is intended to apply.

3.2. Acceptance. You accept these Terms in full, without amendment, by whichever of the following occurs first:

1. 1) paying an invoice issued by the Licensor against an Order Form, in whole or as to the first instalment;
2. 2) signing or otherwise confirming an Order Form;
3. 3) beginning to use the Software, including the first login to ARSY AI Space using credentials issued by the Licensor, installing an On-Premise Instance, or activating a licence key;
4. 4) ticking a box indicating acceptance of these Terms when registering in ARSY AI Space.

3.3. The contract is formed at the moment of acceptance and continues for the Licence Term, subject to clause C.12.

3.4. By accepting, you confirm that you have read these Terms and the Schedules in full, that you accept them without reservation, and that the person accepting has authority to bind you.

3.5. Acceptance subject to amendments, reservations or additional or different terms (including any terms contained in your purchase order, vendor portal or standard terms of business) is rejected and forms no contract. Negotiated variations are recorded in a separate signed agreement under clause 1.3.

3.6. At your written request, the Licensor will execute a single-document agreement reproducing these Terms. Doing so does not change the time of formation established by clause 3.3.

4. NATURE OF THE AGREEMENT

4.1. The Licensor grants you the right to use the Software within the limits set out in these Terms, and you agree to pay the fees and to observe the restrictions.

4.2. The agreement comprises a licence of software together with the provision of services — technical support and, in the Managed Cloud Deployment Model, the hosting and operation of the Instance.

4.3. No transfer of ownership. No intellectual property rights in the Software pass to you. All rights not expressly granted are reserved.

4.4. Spatial scanning of Sites, configuration, scenario development, integration with the Customer's information systems and staff training ("Deployment Services") are outside the scope of these Terms unless expressly stated in the Order Form, and are performed by the Partner under a separate agreement between the Partner and the Customer.

PART B. PARTNER (INTEGRATOR) TERMS

B.1. Partner status and certification

B.1.1. The Software is sold and deployed to end customers through certified integration partners. The Partner performs spatial scanning, equipment registration, scenario development, customer training and first-line support. The Licensor provides the platform, partner enablement and second-line support.

B.1.2. Certified partner status requires, cumulatively: (a) acceptance of these Terms; (b) completion by at least two (2) of the Partner's personnel of the Licensor's training programme, and their holding current certificates; (c) no overdue amounts owing to the Licensor.

B.1.3. Individual certificates are valid for twelve (12) months and must be renewed. Falling below the required number of current certificates suspends the rights in clause B.2.2 until compliance is restored, but does not suspend the Partner's obligations to existing Customers or to the Licensor.

B.1.4. The Partner acts in its own name and for its own account. Nothing in these Terms creates an agency, partnership, joint venture or employment relationship. The Partner may not incur obligations on behalf of the Licensor, give representations about the Software beyond the official documentation, or contract in the Licensor's name.

B.2. Rights granted

B.2.1. Internal-use rights. The Licensor grants the Partner a non-exclusive licence to use the Software for demonstration, testing, scenario development and training of its own personnel. The number and configuration of such not-for-resale Instances are set out in Schedule 2. Such Instances may not be used to provide production services to Customers.

B.2.2. Sublicensing rights. The Licensor grants the Partner the right to grant Customers rights to use the Software, on terms no broader than those set out in these Terms and the Partner's Order Form, and for no longer than the Partner's own Licence Term. This clause constitutes the Licensor's written consent to such sublicensing within those limits.

B.2.3. Territory: worldwide, excluding the Russian Federation and any jurisdiction in which use is prohibited under clause C.14, unless a narrower territory is stated in the Order Form. The Partner may not grant, or purport to grant, any right in respect of an excluded territory. Any territory stated is non-exclusive; the Licensor may appoint other partners in the same territory and may contract with Customers directly.

B.2.4. The Partner must ensure that every agreement with a Customer includes terms no less protective than the Customer Terms and Part C of these Terms, in particular the licence restrictions (A.3 of the Customer Terms), the provisions on Customer Content and Software ownership (C.3, C.4), confidentiality (C.7), limitation of liability (C.10) and the consequences of Subscription end (C.11). Procuring the Customer's acceptance of the Customer Terms satisfies this obligation.

B.2.5. The Partner is responsible to the Licensor for the acts and omissions of its Customers in relation to the Software as if they were its own.

B.3. Partner obligations

B.3.1. The Partner will:

1. 1) perform spatial scanning of Sites, registration of Covered Machines and Devices, configuration and scenario development in accordance with the Licensor's methodology;
2. 2) provide first-line support to Customers to at least the standard set out in Schedule 3 for the applicable Tier, and escalate correctly to second line;
3. 3) train the Customer's personnel;
4. 4) maintain and submit reporting under clause B.4;
5. 5) notify the Licensor promptly, and in any event within three (3) business days of becoming aware, of any suspected unauthorised use of the Software, any security incident, and any third-party claim relating to the Software;
6. 6) not make marketing claims about the Software that are not supported by the Licensor's official documentation, including any claim that the certifications listed in clause C.8.3 are held;
7. 7) maintain certification under clauses B.1.2–B.1.3.

B.3.2. The Partner bears its own costs, including personnel, scanning equipment, travel and subsistence.

B.3.3. The Partner independently determines the scope, price and terms of its own deployment and support services and is solely responsible to Customers for them. The Licensor is not a party to agreements between the Partner and a Customer and is not liable for the Partner's obligations.

B.4. Reporting and audit

B.4.1. By the tenth (10th) day of each month, the Partner will submit a usage report for the previous month covering, for each Customer: name and registration number, Tier, Deployment Model, Sites, number of Covered Machines and Devices, period of the grant, and the fees payable to the Licensor.

B.4.2. Reports are submitted through ARSY AI Space or in another agreed form. Data recorded in ARSY AI Space is treated as confirmed if the Partner raises no objection within five (5) business days.

B.4.3. Not more than once in any twelve (12) months, on fifteen (15) business days' notice, the Licensor may audit the accuracy of the Partner's reporting so far as it relates to the Software. Audits are conducted in business hours, must not unreasonably disrupt the Partner's business, and do not extend to information unrelated to the Software. If an audit reveals under-reporting of more than five per cent (5%), the Partner will pay the shortfall together with the Licensor's reasonable audit costs.

B.5. Partner pricing

B.5.1. The Partner acquires rights to use the Software for onward grant at Price List rates less the applicable partner discount. Discount levels are set out in Schedule 2 and/or the Order Form and may depend on partner level and volume.

B.5.2. The Partner determines, in its sole discretion, the prices at which it grants rights to use the Software and supplies its own services to Customers. Prices published by the Licensor are recommended only and are not binding on the Partner. Nothing in these Terms is intended to restrict the Partner's freedom to set its resale prices.

B.5.3. Deal registration is carried out in ARSY AI Space. The registration procedure, the protection period and the conflict-resolution rules are set out in Schedule 2.

B.6. Trade marks

B.6.1. During the term, the Licensor grants the Partner a non-exclusive right to use the "ARSY AI" and "AR Clip VPS" marks, logos and other Licensor identifiers solely to market and sell the Software, strictly in accordance with the Licensor's brand guidelines.

B.6.2. The Partner must not register any confusingly similar sign, incorporate the Licensor's marks into its own corporate name, domain names or social-media account names without written consent, or use the marks in any way suggesting that the Partner owns the Software.

B.6.3. These rights end when the agreement ends; the Partner will cease all such use within thirty (30) days.

B.7. Customer continuity on Partner termination

B.7.1. Termination of the agreement with a Partner does not of itself terminate rights already granted to Customers, provided the corresponding fees for the paid Billing Period have reached the Licensor.

B.7.2. On termination, the Licensor may take over the servicing of affected Customers or transfer it to another certified partner. The Partner will, within twenty (20) business days and subject to its obligations to those Customers, hand over the information and materials needed for uninterrupted service (configurations, scenarios, contact details of responsible persons).

PART C. GENERAL TERMS

C.1. Fees and payment

C.1.1. Fee structure:

1. 1) a base subscription fee per Site, by Tier;
2. 2) a monthly fee per Covered Machine — so cost scales with how much equipment is brought under AR guidance;
3. 3) one-off and recurring charges for On-Premise options (local-server deployment, local-server licence, integrations, integration support) as set out in Schedule 2.

C.1.2. The number of Users does not affect the fees.

C.1.3. Fees for each agreement are set in the Order Form on the basis of the Price List in force at the date of invoice. Prices shown on arsy.ai are indicative list prices and are not an offer as to price.

C.1.4. Payment terms: 100% in advance for each Billing Period against the Licensor's invoice, unless the Order Form states otherwise. The Billing Period is one month or one year, as elected in the Order Form.

C.1.5. Annual discount. Where an annual Billing Period is elected, a discount of twenty per cent (20%) applies to the aggregate of the corresponding monthly fees for twelve months.

C.1.6. Payment is made when funds are credited to the Licensor's account. All bank charges, including correspondent-bank fees, are borne by the payer.

C.1.7. Taxes. All fees are exclusive of VAT, GST, sales tax and any similar indirect taxes, which the Counterparty pays in addition at the applicable rate. If the Counterparty is required by law to withhold or deduct any amount from a payment, the sum payable will be increased so that the Licensor receives the amount it would have received had no such withholding been required; the Counterparty will supply official receipts for amounts withheld. Where the Counterparty is required to account for tax on the supply under a reverse-charge or tax-agent mechanism in its own jurisdiction, it will do so and will provide evidence on request.

C.1.8. Price changes. The Licensor may change the Price List. Changed prices apply to Billing Periods beginning not less than sixty (60) days after notice, and never to a Billing Period already paid for.

C.1.9. Late payment. If payment is more than ten (10) business days overdue, the Licensor may, after notice, suspend access until the arrears are cleared. Suspension is not termination, does not extend the Licence Term and does not relieve the obligation to pay. The Licensor may charge interest on overdue sums at one per cent (1%) per month or the maximum rate permitted by applicable law, whichever is lower, accruing daily from the due date until payment.

C.2. Records and documentation

C.2.1. The Licensor issues an invoice for each Billing Period. Where the Counterparty's jurisdiction requires a signed acceptance document, the Licensor will issue one within five (5) business days of the end of the relevant period.

C.2.2. Where such a document is issued, the Counterparty must sign it or submit a reasoned objection within five (5) business days of receipt. Absent both, the Licensor's obligations for that period are deemed performed and accepted in full.

C.2.3. The parties accept documents signed by qualified electronic signature and exchanged through electronic document-interchange providers as having full legal effect.

C.3. Customer Content

C.3.1. Customer Content belongs to the Counterparty that puts it into the Software or creates it using the Software. Neither the Licensor nor any of its affiliates acquires any ownership or other rights in Customer Content, save the limited licence in clause C.3.2.

C.3.2. The Counterparty grants the Licensor a non-exclusive, royalty-free licence to host, store, process and technically adapt Customer Content solely to the extent necessary to operate the Software and provide support, and only for the Licence Term. That licence ends when the Licence Term ends, subject to clause C.11.

C.3.3. In the On-Premise model, Customer Content does not leave the Counterparty's infrastructure and is not transferred to the Licensor. The Licensor accesses Customer Content only where the Counterparty requests support, to the extent and for the period needed to resolve the ticket, and with the Counterparty's knowledge.

C.3.4. The Counterparty warrants that it holds all rights necessary to place Customer Content into the Software — including technical documentation, images and objects captured during Site scanning — and that doing so infringes no third-party rights.

C.3.5. The Licensor does not pre-screen Customer Content and is not responsible for its content, lawfulness or accuracy.

C.4. Ownership of the Software

C.4.1. The intellectual property rights in the Software for the territory covered by these Terms — including the AR Clip VPS positioning system, the AI agent and trained models, the user interfaces, the documentation, and all updates and improvements — belong to Web-AR.Studio Corp. A subscription confers the right to use them; it transfers no rights in them.

C.4.2. All intellectual property created by the Licensor in developing the Software, including anything created in response to the Counterparty's suggestions or feedback, belongs to the Licensor. Providing feedback creates no rights for the Counterparty and no obligation to pay for it.

C.4.3. Custom logic developed for the Counterparty (whether included in the Tier or paid for separately) forms part of the Software and belongs to the Licensor; the Counterparty receives the right to use it on these Terms.

C.4.4. The Counterparty will promptly notify the Licensor of any infringement of rights in the Software of which it becomes aware.

C.5. Operational data

C.5.1. The Licensor may collect and use Aggregated Metrics to operate, secure, diagnose and improve the Software. Aggregated Metrics contain no Customer Content and cannot identify the Counterparty, its Site, its equipment or any individual.

C.5.2. The Licensor acquires no other rights in the Counterparty's data. Customer Content is not used to train machine-learning models made available to other parties without the Counterparty's separate written consent.

C.5.3. In the On-Premise model, no data — including Aggregated Metrics — leaves the Counterparty's network unless the corresponding setting is enabled by the Counterparty. An On-Premise Instance is capable of operating with no internet connectivity at all.

C.6. Data protection

C.6.1. In relation to personal data processed in the Software, the Counterparty is the controller and the Licensor is the processor. The Counterparty is responsible for the lawful basis of processing, for informing data subjects and for obtaining any required consents.

C.6.2. In the Managed Cloud model, the Licensor processes personal data only on the Counterparty's documented instructions, on the terms of the Data Processing Addendum in Schedule 4, which forms part of these Terms and satisfies Article 28 of Regulation (EU) 2016/679 (GDPR) and equivalent requirements under the UK GDPR.

C.6.3. In the On-Premise model, no personal data is transferred to the Licensor and Schedule 4 applies only to any support access granted under clause C.3.3.

C.6.4. International transfers, where they occur, are made under an approved transfer mechanism as set out in Schedule 4, including the EU Standard Contractual Clauses and the UK International Data Transfer Addendum where applicable.

C.6.5. Where the Counterparty is subject to data-localisation requirements, the applicable hosting region is stated in the Order Form and in Schedule 4.

C.6.6. The Counterparty must notify the Licensor in writing before processing special categories of personal data or biometric data in the Software. Absent such notice, the Licensor proceeds on the basis that no such data is processed.

C.7. Confidentiality

C.7.1. Confidential Information means information disclosed by one party to the other in connection with these Terms that is marked confidential or is evidently confidential from its nature, including Customer Content, the technical architecture of the Software, benchmark and test results, commercial terms and negotiated discounts, and information about Sites and production processes.

C.7.2. The receiving party will not disclose Confidential Information to third parties without written consent, will use it only to perform the agreement, and will protect it with no less care than it applies to its own confidential information and in any event with reasonable care.

C.7.3. Disclosure is permitted to employees, advisers and contractors bound by equivalent confidentiality obligations, on a need-to-know basis; and where required by law or a competent authority, provided the disclosing party is notified in advance unless notice is legally prohibited.

C.7.4. Confidentiality obligations survive for five (5) years after termination, and indefinitely in respect of trade secrets for as long as they remain such.

C.7.5. The Licensor may name the Counterparty and use its logo in customer or partner lists only with the Counterparty's prior written consent, which may be withdrawn.

C.8. Representations and disclosed limitations

C.8.1. The Licensor represents that it owns or is licensed to grant all rights granted under these Terms, that granting them infringes no third-party rights, and that the Software contains no undisclosed functionality designed to destroy, block, modify or copy the Counterparty's data without authorisation.

C.8.2. The Counterparty represents that it is duly incorporated and in good standing, that the person accepting had authority to do so, that it is not subject to insolvency proceedings, and that the information in its Order Form is accurate.

C.8.3. Certifications not held. The Licensor expressly states that, as at the date of this version, the Software does not have and the Licensor does not claim: a SOC 2 report (Type I or Type II); ISO/IEC 27001 certification; a 21 CFR Part 11 or GAMP 5 validation pack; or a published third-party penetration-test report. The Counterparty confirms that it is aware of this and has not relied on any such certification in entering into the agreement. Validation of the processes in which the Software is used remains the Counterparty's responsibility; the Software logs user and system activity and tracks procedure completion, which supports that work but does not perform it.

C.8.4. Purpose of the Software. ARSY AI is a guidance and training tool. It is not a safety instrumented system, a process control system, an emergency shutdown system or a medical device, and it must not be relied on as the sole basis for decisions where failure could result in death, personal injury, environmental harm or property damage. Use of the Software does not discharge the Counterparty's own duties in relation to occupational health and safety, industrial safety, competent supervision and regulatory compliance.

C.9. Warranties and disclaimer

C.9.1. The Licensor warrants that the Software will operate materially in accordance with the official documentation, provided the Counterparty complies with the infrastructure requirements in Schedule 5 and with the operating instructions.

C.9.2. Except as expressly stated in these Terms, the Software is provided "as is" and the Licensor disclaims all other warranties, whether express, implied or statutory, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement, to the maximum extent permitted by law. The Licensor does not warrant uninterrupted or error-free operation, that the Software will meet the Counterparty's subjective expectations, that any particular commercial or operational outcome will be achieved, or correct operation on hardware that does not meet Schedule 5 or where the Instance has been reconfigured without the Licensor's agreement.

C.9.3. AI agent output is advisory and must be verified by the Counterparty. The Licensor does not warrant the completeness, accuracy or fitness of responses generated by machine-learning models, including responses derived from documentation uploaded by the Counterparty. Decisions taken on the basis of such output are the Counterparty's responsibility.

C.9.4. Estimates and calculators, including any return-on-investment figures published on arsy.ai, are illustrative, based on averaged data, and are not a guarantee of outcome.

C.10. Liability

C.10.1. Liability cap. The Licensor's total aggregate liability arising out of or in connection with the agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in respect of all events occurring in any period of twelve (12) consecutive months, is limited to the fees actually paid by the Counterparty to the Licensor under the agreement in the twelve (12) months preceding the event giving rise to the liability.

C.10.2. Excluded loss. The Licensor is not liable for loss of profit, loss of revenue, loss of goodwill, loss arising from production downtime, or loss or corruption of data (save where caused by the Licensor's breach of a backup obligation expressly assumed in Schedule 3), or for any indirect or consequential loss, whether or not the Licensor was advised of the possibility of such loss.

C.10.3. Clauses C.10.1 and C.10.2 do not limit liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of confidentiality obligations; infringement of the other party's intellectual property rights; wilful misconduct; the Counterparty's obligation to pay fees; or any liability that cannot lawfully be limited.

C.10.4. IP indemnity. The Licensor will defend the Counterparty against any third-party claim that use of the Software in accordance with the agreement infringes that third party's intellectual property rights, and will pay damages finally awarded and reasonable legal costs, provided the Counterparty (a) notifies the Licensor promptly and in any event within ten (10) business days, (b) gives the Licensor sole control of the defence and settlement, and (c) provides reasonable assistance at the Licensor's cost. This indemnity does not apply to claims arising from use of the Software in breach of the agreement, modification of the Software by anyone other than the Licensor, Customer Content, or combination with third-party products not approved by the Licensor. If the Software becomes, or in the Licensor's opinion is likely to become, the subject of such a claim, the Licensor may at its option procure the right to continue use, replace or modify the Software, or terminate the agreement and refund fees for the unused part of the paid Billing Period. This clause states the Licensor's entire liability and the Counterparty's sole remedy for intellectual property infringement.

C.10.5. Counterparty indemnity. The Counterparty will indemnify the Licensor against claims by third parties (including data subjects and rights holders) arising from Customer Content or from breach of clauses C.3.4 or C.6.1.

C.10.6. Force majeure. Neither party is liable for failure to perform (other than an obligation to pay) caused by events beyond its reasonable control, including natural disasters, war, civil unrest, epidemics, acts of public authority prohibiting performance, large-scale failures of internet backbone infrastructure, and large-scale cyberattacks on infrastructure not under that party's control. The affected party will notify the other within ten (10) business days. If the event continues for more than three (3) months, either party may terminate, with settlement for the period actually provided.

C.11. Consequences of Subscription end

C.11.1. Ownership of Customer Content does not depend on an active Subscription and never lapses.

C.11.2. When the Licence Term ends — including through non-payment — access to the Software and to the features that operate on Customer Content ceases. Customer Content is not deleted at that point.

C.11.3. For ninety (90) days after the Licence Term ends, the Counterparty may obtain an export of Customer Content in standard machine-readable formats. The export procedure and formats are set out in Schedule 3. Export is provided where no amounts are overdue.

C.11.4. After that period the Licensor may delete Customer Content from its infrastructure and will, on written request, confirm deletion. Statutory retention requirements prevail where applicable.

C.11.5. In the On-Premise model, the end of the Licence Term terminates the licence key. The Counterparty must within thirty (30) days cease all use and delete all copies of the Software, except backup copies containing Customer Content from which the Software cannot be restored to working order. Customer Content remains in the Counterparty's infrastructure and is not reclaimed by the Licensor.

C.11.6. Any grace period or reinstatement procedure may be set out in the Order Form.

C.12. Term, changes and termination

C.12.1. The agreement runs from acceptance until the end of the Licence Term, and thereafter as to any obligations that remain outstanding.

C.12.2. Auto-renewal. Where the Order Form so provides, the Licence Term renews for successive equal periods unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current period. Renewal is at prices in force at renewal, subject to clause C.1.8.

C.12.3. Termination for convenience by the Counterparty. The Counterparty may terminate on thirty (30) days' notice. Fees for the paid Billing Period are non-refundable except as provided in clauses A.6.2, C.10.4, C.10.6 and C.12.5.

C.12.4. Termination by the Licensor. The Licensor may terminate immediately on notice if: (a) payment is more than thirty (30) days overdue; (b) the Partner materially breaches the licence restrictions (B.2) and fails to remedy within fifteen (15) business days of notice; (c) the Partner becomes subject to insolvency proceedings; (d) the Partner repeatedly fails to meet its reporting obligations (B.4); or (e) the Partner loses certified partner status and does not restore compliance within ninety (90) days. On termination under (b)–(e), fees paid are non-refundable.

C.12.5. Changes to these Terms. The Licensor may amend these Terms by publishing a new version at the address in the preamble. Changes take effect thirty (30) days after publication unless a later date is specified. A Billing Period already paid for remains governed by the version in force when it began, except for changes required by law. If the Counterparty does not accept a new version, it may terminate before the changes take effect and receive a refund of fees for the unused part of the paid Billing Period. Continued use after the effective date constitutes acceptance.

C.12.6. The Licensor archives all versions of these Terms and will provide, on request, the version in force on any given date.

C.12.7. Survival. Clauses C.3, C.4, C.5, C.7, C.8.3, C.9.2, C.10, C.11, C.13, C.14, C.15, C.16 and C.17 survive termination.

C.13. Assignment

C.13.1. The Counterparty may not assign or transfer its rights or obligations without the Licensor's prior written consent, except to a successor by merger or acquisition of substantially all its assets, of which the Licensor is notified within ten (10) business days.

C.13.2. The Licensor may assign its rights and obligations to an affiliate or to a successor in business, on notice, provided the Counterparty's rights are preserved.

C.13.3. The Licensor may engage subcontractors to perform its obligations and remains responsible for their performance.

C.14. Compliance

C.14.1. Anti-bribery. Each party will comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, and will not offer or accept any improper payment in connection with the agreement.

C.14.2. Export control and sanctions. The Counterparty represents that neither it nor its beneficial owners are the target of applicable economic sanctions or trade restrictions, and undertakes not to use, export or re-export the Software in breach of applicable export-control laws, nor to grant access to any restricted person or in any embargoed territory. Breach of this clause entitles the Licensor to suspend or terminate immediately.

C.14.3. The Counterparty will not use the Software for any activity requiring a licence or authorisation it does not hold.

C.15. Governing law and disputes

C.15.1. These Terms and any dispute arising out of or in connection with them, including non-contractual disputes, are governed by the laws of the State of New York, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

C.15.2. The parties will first attempt to resolve any dispute by good-faith negotiation between senior representatives, initiated by written notice. If not resolved within thirty (30) days, clause C.15.3 applies.

C.15.3. Any dispute not resolved under clause C.15.2 will be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with those Rules. The seat of arbitration is New York, New York, United States; the language of the arbitration is English; the award is final and binding on the parties and may be entered in any court of competent jurisdiction.

C.15.4. Nothing prevents either party from seeking urgent injunctive or other interim relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

C.15.5. Where the Counterparty is established in a jurisdiction whose mandatory law requires otherwise, that mandatory law prevails to the minimum extent required.

C.16. Notices

C.16.1. Formal notices may be given: (a) to the email addresses stated in the Order Form; (b) through ARSY AI Space; (c) by courier or recorded delivery to the registered office; or (d) through an agreed electronic document-interchange provider.

C.16.2. A notice sent by email or through ARSY AI Space is deemed received on the next business day. A notice sent by courier is deemed received on delivery.

C.16.3. Notices of termination and formal claims must be given by method (c) or (d), with a copy by email.

C.16.4. Each party will notify the other of changes to its details within five (5) business days. Until such notice, notices sent to the previous details are validly given.

C.16.5. The Licensor's notice address for these Terms: support@arsy.ai.

C.17. General

C.17.1. These Terms and the Schedules constitute the entire agreement between the parties on their subject matter and supersede all prior negotiations, correspondence, proposals and understandings, except the documents listed in clause 1.3. Neither party has relied on any statement not set out in these Terms; nothing in this clause limits liability for fraud.

C.17.2. If any provision is held invalid or unenforceable, the remainder continues in force, and the invalid provision is replaced by one that most nearly achieves the same commercial result.

C.17.3. A failure or delay in exercising a right is not a waiver of it.

C.17.4. A person who is not a party to the agreement has no right to enforce any of its terms.

C.17.5. Headings are for convenience and do not affect interpretation.

C.17.6. Language. These Terms are drawn up in English. Translations into other languages are published for information only; in the event of any discrepancy the English text prevails and governs the agreement. No document published by any other person forms part of, or affects the interpretation of, these Terms.

SCHEDULE 1. TIERS AND FUNCTIONAL LIMITS

Notes.

1. 1. On-Premise deployment is not available on the Lite or Starter Tiers.
2. 2. Session recording is not included in the Professional Tier as standard; where required, it is enabled as a separately agreed option.
3. 3. Custom logic hours on the Professional Tier do not roll over unless the Order Form states otherwise.

SCHEDULE 2. PRICING

2.1. Base rates (as at the date of this version)

All prices are per calendar month and exclusive of taxes (clause C.1.7). The current Price List is published at https://arsy.ai/pricing.

Base subscription per Site, per month:

Per Covered Machine, per month:

Annual billing discount: 20% (annual total = monthly rate × 12 × 0.8).

2.2. On-Premise charges

Applicable to the Professional and Enterprise Tiers.

Integration ranges are fixed in the Order Form following a survey of the Customer's systems.

2.3. Deployment Services

Spatial scanning, configuration, scenario development, staff training and other Deployment Services are quoted and delivered by the Partner under a separate agreement with the Customer and are not included in the fees payable under these Terms.

2.4. Partner terms (Part B)

Commercial partner terms are agreed individually in each Partner's Order Form. This Schedule records only how they are determined.

SCHEDULE 3. SUPPORT AND SERVICE LEVELS

3.1. Channels

• Email: support@arsy.ai
• ARSY AI Space: https://space.arsy.ai
• Enterprise Tier: dedicated manager and an agreed priority channel.

Customer tickets are received by the Partner (first line). Direct tickets to the Licensor are accepted where the Order Form so provides, or where the Partner has not begun handling the ticket within the applicable response time.

3.2. Support hours

3.3. Priorities and response times

For the Lite and Starter Tiers, the response target is three (3) business days for all priorities, with no resolution-time commitment.

Response time means the period from ticket registration to acknowledgement and priority classification. No resolution-time commitment is given unless expressly stated in the Order Form.

3.4. Availability (Managed Cloud only)

Calculation: Availability = (Total minutes in month − Unavailable minutes) / Total minutes in month × 100%.

Excluded from unavailable time:

• planned maintenance notified at least five (5) business days in advance (up to 8 hours per calendar month, ordinarily outside business hours);
• emergency maintenance to remediate security-critical vulnerabilities;
• force majeure (clause C.10.6);
• acts or omissions of the Counterparty, including misuse, exceeding the quantitative limits, and misconfiguration of the Counterparty's equipment or network;
• unavailability of connectivity, equipment or infrastructure outside the Licensor's control;
• suspension under clause C.1.9.

Service credits, claimed in writing within thirty (30) days of the end of the affected month, are granted as an extension of the Licence Term:

Total credits in any calendar year are capped at 10% of annual fees. Credits are the sole and exclusive remedy for unavailability (clause A.5.4).

3.5. Backups (Managed Cloud)

In the On-Premise model, backups are the Counterparty's responsibility.

3.6. Export of Customer Content (clause C.11.3)

Provided within fifteen (15) business days of a written request:

Delivered over a secure download channel. One export within the 90-day window is provided at no charge.

SCHEDULE 4. DATA PROCESSING ADDENDUM

This Schedule is the parties' data processing agreement for the purposes of Article 28(3) GDPR and equivalent provisions of the UK GDPR. It applies to the Managed Cloud Deployment Model; in the On-Premise model it applies only to support access granted under clause C.3.3.

4.1. Roles. The Counterparty is the controller; the Licensor is the processor.

4.2. Subject matter and purpose. Operating the Software for the controller and providing technical support.

4.3. Duration. The Licence Term plus ninety (90) days (clause C.11.3).

4.4. Nature of processing. Collection (from the controller and its Users), recording, organisation, structuring, storage, adaptation, retrieval, use, restriction, erasure and destruction, by automated and non-automated means.

4.5. Categories of data subjects. The controller's employees, trainees and contractors, and any individual whose image or voice may be captured through the Remote Expert module or evidence-capture features.

4.6. Categories of personal data.

Special categories of personal data and biometric data are outside the scope of this Schedule (clause C.6.6).

4.7. Processor obligations. The Licensor will: process personal data only on the controller's documented instructions, including as to international transfers, unless required otherwise by law (in which case it will notify the controller unless prohibited); ensure persons authorised to process are bound by confidentiality; implement the technical and organisational measures set out in clause 4.8; assist the controller, taking into account the nature of processing, with data-subject requests and with obligations under Articles 32–36 GDPR; and, at the controller's election, delete or return personal data at the end of the processing, subject to clause C.11.

4.8. Security measures. The Licensor implements and maintains at least the following technical and organisational measures:

• encryption of data in transit (TLS) and encryption of backups;
• role-based access control, least-privilege administrative access and individually attributable accounts;
• audit logging of user and administrator activity, with log retention;
• network segmentation between environments;
• daily backups in accordance with clause 3.5 of Schedule 3, with periodic restore testing;
• vulnerability management and timely application of security updates;
• confidentiality undertakings and security training for personnel authorised to process;
• a documented incident-response process;
• an appointed person responsible for the organisation of personal data processing;
• documented internal policies governing the processing and protection of personal data.

4.9. Sub-processors. The Licensor may engage sub-processors only under a written contract imposing equivalent obligations, and remains fully liable for their performance. As at the date of this version, no sub-processor is engaged other than the data-centre operator providing the compute infrastructure for the hosting region stated in clause 4.12, which supplies capacity only and carries out no processing of its own. The Licensor will give the controller at least thirty (30) days' notice of any intended addition or replacement, and the controller may object on reasonable data-protection grounds; if the objection cannot be resolved, the controller may terminate the affected services with a pro-rata refund.

4.10. Personal data breaches. The Licensor will notify the controller without undue delay and in any event within twenty-four (24) hours of becoming aware of a personal data breach affecting the controller's data, with the information available on the nature of the breach, the categories and approximate volume of data affected, likely consequences and measures taken.

4.11. Audits. The Licensor will make available information necessary to demonstrate compliance with this Schedule and will allow for and contribute to audits, including inspections, conducted by the controller or an auditor it mandates, not more than once in any twelve (12) months (unless required by a supervisory authority), on thirty (30) days' notice, during business hours, subject to confidentiality and to reasonable cost recovery.

4.12. International transfers. Hosting region: the European Union (Frankfurt, Germany). Customer Content and personal data processed under these Terms are stored in the EU and are not stored outside it.

The Licensor is established in the United States. Where its personnel access personal data from outside the EEA in order to provide support under clause C.3.3, that access constitutes a transfer to a third country and is made under the EU Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914), Module Two (controller to processor), which are incorporated into these Terms by reference, together with the UK International Data Transfer Addendum where the UK GDPR applies. The optional docking clause applies. Governing law and forum for the SCCs: Germany. Annexes I–III of the SCCs are populated by clauses 4.1–4.9 of this Schedule.

4.13. Data localisation. Where the controller is subject to a data-localisation requirement, the hosting region is agreed in the Order Form. These Terms do not cover deployments that are required by law to be hosted in the Russian Federation, and no personal data is hosted there under these Terms.

4.14. On-Premise. In the On-Premise model, no personal data is transferred to the Licensor. Where support access is granted under clause C.3.3, that access is instructed by the controller on a per-ticket basis and is governed by this Schedule for its duration.

SCHEDULE 5. ON-PREMISE INFRASTRUCTURE REQUIREMENTS

Minimum server specification for an On-Premise Instance:

Notes.

1. 1. Sizing above the minimum is determined by the Partner based on the number of Sites, Covered Machines and Devices.
2. 2. An On-Premise Instance is capable of operating entirely without internet connectivity.
3. 3. Power, cooling, physical security of the server room, backups and anti-malware protection are the Counterparty's responsibility.
4. 4. Operating system, virtualisation and third-party software requirements are set out in the technical documentation supplied at deployment. Third-party system software licences are procured by the Counterparty.

SCHEDULE 6. ORDER FORM TEMPLATE

ORDER FORM No. ____ dated __ ________ 20__ under the ARSY AI Master Licence Terms (version of ____________)

By signing this Order Form, or by paying an invoice issued against it, the Counterparty accepts the ARSY AI Master Licence Terms in the stated version in full.

Licensor: ____________________ / ____________ / Counterparty: ____________________ / ____________ /

LICENSOR DETAILS

The Licensor's bank details are set out in the Order Form and in the invoice issued against it.