These Professional Services Terms and Conditions (the "Terms") govern professional services engagements between Rebirth Nexus, Inc. ("Rebirth") and its clients (each, a "Client"). These Terms apply to any engagement initiated under a Statement of Work, Engagement Framework, Order Form, or similar engagement document executed by both parties (each, an "SOW"), unless the SOW expressly disapplies or modifies a particular provision.

By executing a SOW that references these Terms, Client agrees to be bound by them. The SOW and these Terms together constitute the agreement between the parties (the "Agreement").

1. Scope of Services

1.1 Services

Rebirth shall provide the services described in the applicable SOW (the "Services") during the period set out in the SOW (the "Term"), in accordance with the deliverables and working model described therein.

1.2 Out of scope

Any work not described in the SOW is outside scope and is subject to Section 1.3 (Change Orders). Without limitation, the Services exclude any activity not expressly listed in the SOW, regardless of whether such activity may seem reasonably related to the work described.

1.3 Change orders

Either party may request a change to the Services by written notice. Rebirth shall respond within a commercially reasonable period with a written addendum specifying the scope, fees, and timeline impact of the change. Changes are effective only on written acceptance by an authorized representative of each party.

1.4 Order of precedence

In the event of any conflict between an SOW and these Terms, the SOW shall control with respect to the specific engagement described, and these Terms shall otherwise apply.

1.5 Acceptance of deliverables

Unless the SOW specifies a formal acceptance procedure, each deliverable will be deemed accepted five (5) business days after delivery unless Client provides written notice of material non-conformity with the requirements set out in the SOW. Rebirth will use commercially reasonable efforts to correct confirmed material non-conformities and re-deliver within the timeframe agreed in the applicable SOW. Acceptance may not be withheld on grounds of immaterial defects, stylistic preferences, or requirements not specified in the SOW. Acceptance of a deliverable does not constitute a waiver of any warranty claim made in accordance with Section 5.1.

2. Fees and Payment

2.1 Fees

Client shall pay Rebirth the fees specified in the SOW (the "Fees"), in accordance with the payment schedule and milestones set out therein.

2.2 Invoicing and payment terms

Unless otherwise specified in the SOW, Rebirth shall invoice Client on each milestone or monthly in arrears, and Client shall pay each invoice within thirty (30) days of the invoice date (Net 30) by wire transfer to the account specified by Rebirth.

2.3 Late payment

Amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Rebirth may suspend Services if any undisputed invoice remains unpaid more than fifteen (15) days past its due date, on written notice to Client.

2.4 Taxes

Fees are exclusive of taxes. Client is responsible for any sales, use, value-added, withholding, or similar taxes arising from the Services, other than taxes on Rebirth's net income.

2.5 Expenses

Unless otherwise specified in the SOW, Fees include all ordinary expenses. Pre-approved travel, accommodation, or third-party costs incurred at Client's request shall be reimbursed at cost on presentation of receipts.

3. Intellectual Property

3.1 Background IP

Each party retains all right, title, and interest in its respective intellectual property, methods, frameworks, tools, technology, software, and know-how existing prior to the Agreement or developed independently of the Services ("Background IP"). Rebirth's Background IP includes, without limitation, its agent architectures, orchestration patterns, evaluation frameworks, prompt libraries, and reusable methods, components, and tools used in the delivery of professional services.

3.2 Client-Owned Deliverables

"Client-Owned Deliverables" means the final, client-specific work product expressly identified as owned by Client in the applicable SOW. Subject to full payment of all Fees due, Rebirth assigns to Client all right, title, and interest in Client-Owned Deliverables, excluding any Background IP embedded therein. For the avoidance of doubt, Rebirth retains all right, title, and interest in all methodologies, analytical models, templates, software components, connectors, agent architectures, orchestration patterns, workflow designs, prompt libraries, evaluation frameworks, know-how, improvements, and generalized learnings developed or used in connection with the Services, whether or not incorporated in a deliverable, unless expressly identified as a Client-Owned Deliverable in the SOW. Where no deliverables are expressly designated as Client-Owned Deliverables in the SOW, Client receives only the license set out in Section 3.3 and no assignment of ownership occurs.

3.3 License to Background IP

To the extent any of Rebirth's Background IP is incorporated in Client-Owned Deliverables, Rebirth grants Client a perpetual, non-exclusive, royalty-free, worldwide license to use such Background IP solely as embedded in the Client-Owned Deliverables and for Client's internal business purposes. This license does not permit Client to extract, repackage, sublicense, or distribute Rebirth's Background IP independently of the Client-Owned Deliverables.

3.4 Reservation

Nothing in the Agreement transfers ownership of Rebirth's Background IP. Rebirth may continue to use, develop, modify, and commercialize its Background IP for any purpose, including for other clients, provided Rebirth does not disclose any of Client's confidential information.

3.5 Third-party materials

Where the Services involve third-party software, services, models, or platforms (including, without limitation, cloud providers, AI model providers, and geospatial software vendors), the use of such third-party materials is subject to the terms of those third parties. Rebirth makes no representation or warranty regarding such third-party materials, and shall not be liable for changes to, deprecation of, or interruptions in such third-party materials that are outside Rebirth's reasonable control.

3.6 Feedback

Client may from time to time provide feedback, suggestions, or improvements to Rebirth regarding the Services or deliverables. Rebirth may use such feedback for any purpose without obligation to Client.

4. Confidentiality

4.1 Confidential information

Each party may, in connection with the Services, disclose to the other party information that is non-public, proprietary, or otherwise marked or reasonably understood to be confidential ("Confidential Information"). Where the parties have entered into a separate confidentiality or non-disclosure agreement, that agreement shall apply in addition to this Section.

4.2 Obligations

Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) use it solely for the purposes of the Agreement; and (c) protect it with at least the same degree of care it uses to protect its own confidential information of similar nature, but in no case less than reasonable care.

4.3 Permitted disclosures

Confidential Information may be disclosed only to employees, contractors, and advisors of the receiving party who have a need to know and are bound by confidentiality obligations no less protective than those in this Section. Either party may disclose Confidential Information as required by law or court order, provided it gives the other party reasonable prior notice (where lawful) and cooperates in any effort to seek a protective order.

4.4 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach by the receiving party; (b) was known to the receiving party prior to disclosure without obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of or reference to the other party's Confidential Information.

5. Warranties and Disclaimers

5.1 Services warranty

Rebirth warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards by personnel qualified for the work. As Client's exclusive remedy and Rebirth's sole obligation for breach of this warranty, Rebirth shall re-perform the affected Services at no additional charge, provided Client gives written notice of the breach within thirty (30) days of the deficient performance.

5.2 Disclaimer

5.3 AI-specific disclaimer

Client acknowledges that artificial intelligence systems, including large language models, retrieval-augmented generation systems, and agent-based architectures, may produce outputs that are inaccurate, incomplete, biased, or unexpected, and that the behavior of such systems may change over time as underlying models, data, or third-party services evolve. Rebirth does not warrant that any AI-based deliverable will be free from errors, hallucinations, or inaccuracies. Client is solely responsible for human review of any AI-generated output before use, particularly in any setting affecting decision-making for end users, regulated activities, or where errors could result in material harm. All AI-based outputs and deliverables are decision-support tools only. They must not be used as the sole basis for legal, financial, credit, employment, insurance, anti-money-laundering, infrastructure, safety, or regulatory decisions. Client acknowledges that it retains responsibility for all decisions made using or informed by AI-based deliverables, regardless of the confidence, format, or apparent certainty of any AI output.

6. Limitation of Liability

6.1 Cap on liability

6.2 Exclusion of indirect damages

6.3 Exceptions and elevated cap

(a) The limitations in Sections 6.1 and 6.2 do not apply to: (i) fraud or willful misconduct by either party; or (ii) Client's payment obligations under Section 2.

(b) Notwithstanding Section 6.1, each party's total aggregate liability for: (i) breach of confidentiality obligations under Section 4; (ii) breach of data protection obligations under Section 15; or (iii) infringement of the other party's intellectual property rights, shall not exceed the total fees paid or payable by Client to Rebirth under the applicable SOW (without the twelve-month trailing limitation in Section 6.1). The exclusion of indirect damages in Section 6.2 continues to apply to claims under this Section 6.3(b).

6.4 Allocation of risk

The parties acknowledge that the limitations in this Section 6 are an essential element of the Agreement, that the Fees reflect this allocation of risk, and that the parties would not have entered into the Agreement absent these limitations.

7. Indemnification

7.1 By Rebirth

Rebirth shall defend, indemnify, and hold harmless Client from any third-party claim alleging that the Services or Client-Owned Deliverables, as delivered by Rebirth, infringe any third-party intellectual property right, provided Client: (a) gives prompt written notice of the claim; (b) allows Rebirth sole control of the defense and settlement; and (c) provides reasonable cooperation. Rebirth's obligations under this Section do not apply to claims arising from: (i) Client's modification of any deliverable; (ii) combination of any deliverable with materials not provided by Rebirth; (iii) Client's data, content, or instructions; or (iv) third-party materials within the meaning of Section 3.5.

7.2 By Client

Client shall defend, indemnify, and hold harmless Rebirth from any third-party claim arising out of: (a) Client's data, content, or systems; (b) Client's use of any deliverable in violation of the Agreement or applicable law; or (c) any representations made by Client to its own clients or end users regarding the Services or deliverables.

8. Term and Termination

8.1 Term

The Agreement begins on the effective date of the SOW and continues for the period specified in the SOW, unless terminated earlier in accordance with this Section.

8.2 Termination for convenience

Unless otherwise specified in the SOW, either party may terminate the Agreement on thirty (30) days' prior written notice. On such termination, Client shall pay Rebirth for all Services performed through the termination date, for any non-cancellable commitments made by Rebirth in reasonable reliance on the Agreement, and for reasonable wind-down costs incurred within the notice period.

8.3 Termination for cause

Either party may terminate the Agreement immediately on written notice if the other party: (a) materially breaches the Agreement and fails to cure within fifteen (15) days of written notice; or (b) becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or ceases to do business.

8.4 Effect of termination

On termination, Client shall pay all Fees due through the termination date. Sections 3 (Intellectual Property), 4 (Confidentiality), 5.2 and 5.3 (Disclaimers), 6 (Limitation of Liability), 7 (Indemnification), 13 (Governing Law), and 15 (Data Protection) survive termination.

9. Independent Contractor

9.1 Relationship

Rebirth is an independent contractor. Nothing in the Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to act on the other's behalf except as expressly set out in the Agreement.

9.2 Personnel

Each party is solely responsible for the management, compensation, taxes, and benefits of its personnel. Personnel of one party are not entitled to benefits of the other.

10. Non-Circumvention

During the Term and for twelve (12) months thereafter, neither party shall knowingly induce or solicit any personnel of the other party who was directly assigned to the Services to breach confidentiality, fiduciary, or contractual obligations owed to that party. This Section does not prohibit general public advertising, open recruitment, unsolicited applications, or any hiring activity that results from such general activities. Nothing in this Section restricts an individual's right to seek or accept employment, or limits any activity that cannot lawfully be restricted under applicable law, including California Business & Professions Code §16600.

11. Force Majeure

Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by circumstances beyond its reasonable control, including without limitation acts of God, war, terrorism, civil disturbance, epidemic, pandemic, government action, internet or utility failure, third-party service outages, or labor disputes. The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected SOW on written notice.

12. General Provisions

12.1 Assignment

Neither party may assign the Agreement without the other party's prior written consent, except that either party may assign to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all assets, on prior written notice to the other party.

12.2 Notices

All notices under the Agreement must be in writing and delivered to the addresses specified in the SOW or such other address as either party may designate by written notice. Notices may be delivered by email if confirmed by the recipient.

12.3 Entire agreement

The Agreement (comprising the SOW, these Terms, and any executed change orders) constitutes the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous communications, proposals, or agreements, whether oral or written, except for any separate confidentiality or non-disclosure agreement, which continues in force in accordance with its terms.

12.4 Amendments

Any amendment to a SOW must be in writing and signed by authorized representatives of both parties. Rebirth may update these Terms from time to time as set out in Section 14 (Updates).

12.5 Severability

If any provision of the Agreement is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.

12.6 No waiver

A party's failure to enforce any provision of the Agreement does not waive its right to enforce that provision later.

12.7 Counterparts

Any SOW or amendment may be executed in counterparts, including by electronic signature, each of which constitutes an original and all of which together constitute one agreement.

12.8 Marketing

Rebirth may identify Client by name as a customer in Rebirth's marketing materials and on its website. Client may withdraw this permission at any time on written notice to legal@rebirthnexus.ai, and Rebirth shall promptly comply. Rebirth shall not use Client's logo or disclose any of Client's Confidential Information in marketing materials without Client's prior written consent.

13. Governing Law and Dispute Resolution

13.1 Governing law

The Agreement is governed by the laws of the State of California, United States, without regard to its conflict of laws principles.

13.2 Good-faith resolution

The parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to the Agreement, including any question regarding its formation, validity, breach, or termination ("Dispute"), through senior-level discussion. Either party may initiate this process by written notice identifying the Dispute in reasonable detail. If the Dispute is not resolved within thirty (30) days of that notice (or such longer period as the parties agree in writing), either party may refer the Dispute to arbitration under Section 13.3.

13.3 Arbitration

Any Dispute not resolved under Section 13.2 shall be finally settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC), conducted by a sole arbitrator in the English language. The seat of arbitration shall be as agreed in the applicable SOW, or if no seat is specified, London, United Kingdom. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction. The parties agree that arbitration is the exclusive mechanism for resolving Disputes, subject only to Sections 13.4 and 13.5.

13.4 Interim relief

Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where necessary to protect its rights pending constitution of the arbitral tribunal or resolution of the Dispute.

13.5 Enforcement and backstop

To the extent a party seeks enforcement of an arbitral award or any matter is not subject to arbitration under this Section, the parties submit to the non-exclusive jurisdiction of the state and federal courts located in San Bernardino County, California.

14. Updates to These Terms

14.1 Modifications

Rebirth may update these Terms from time to time by posting a revised version at www.rebirthnexus.ai/terms. The version applicable to a particular SOW is the version in effect on the date the SOW is executed, unless the SOW expressly references a different version.

14.2 Material changes

Rebirth shall provide reasonable prior notice of any material change to these Terms that would adversely affect Client's rights under an active SOW. Material changes do not apply retroactively to SOWs already executed unless both parties agree in writing.

15. Data Protection

15.1 Applicable law

Each party shall comply with all applicable data protection and privacy laws in connection with the Agreement, including, to the extent applicable, the California Consumer Privacy Act (CCPA), the EU General Data Protection Regulation (GDPR), and the UAE Federal Decree-Law on Personal Data Protection (PDPL).

15.2 Roles

Where Rebirth processes personal data on behalf of Client in connection with the Services, Client is responsible for ensuring a lawful basis for that processing and for providing any required notices to data subjects. Each party shall provide reasonable cooperation to the other in connection with any data subject request, regulatory inquiry, or data protection impact assessment.

15.3 Security

Rebirth shall implement and maintain reasonable technical and organizational measures designed to protect personal data against unauthorized access, disclosure, alteration, or destruction, appropriate to the nature of the data and the risks involved.

15.4 Subprocessors

Rebirth may engage subprocessors (including cloud infrastructure, AI model, and geospatial software providers) to assist in delivering the Services. Rebirth shall ensure that any such subprocessor is subject to data protection obligations no less protective than those in this Section.

15.5 Cross-border transfers

Where personal data is transferred across international borders, the parties shall ensure that such transfers are made in compliance with applicable law, including through appropriate transfer mechanisms where required.

15.6 Data processing agreement

Where required by applicable law (including GDPR Article 28), the parties shall enter into a separate data processing agreement prior to Rebirth processing any personal data subject to that law. Either party may request such an agreement on reasonable notice.

16. Export Controls, Sanctions, and Anti-Corruption

Each party shall comply with all applicable export control, trade sanctions, anti-corruption, and anti-bribery laws in connection with the Agreement, including the U.S. Export Administration Regulations (EAR), regulations administered by the U.S. Office of Foreign Assets Control (OFAC), the U.S. Foreign Corrupt Practices Act (FCPA), and the UK Bribery Act 2010. Client shall not use the Services: (a) for any purpose prohibited by applicable export control or sanctions laws; (b) in connection with any person or entity appearing on a government restricted or denied-parties list; or (c) in any jurisdiction subject to comprehensive trade sanctions without prior government authorization. Each party represents that it is not, and to its knowledge is not owned or controlled by, any person or entity subject to applicable sanctions. Either party shall promptly notify the other on becoming aware of any potential violation of this Section.

17. Client Responsibilities

Client acknowledges that Rebirth's ability to perform the Services and meet any timelines depends on Client fulfilling the following responsibilities in a timely manner:

1. Provide timely access to systems, data, platforms, personnel, subject-matter experts, and third-party services reasonably required for Rebirth to perform the Services.
2. Ensure that data, content, and information provided to Rebirth is accurate, complete, and lawfully obtained, and that its provision to Rebirth does not violate any third-party rights or applicable law.
3. Provide timely decisions, approvals, and sign-offs at key milestones and checkpoints as identified in the SOW.
4. Ensure that required security permissions, network access, and credentials are provisioned before the relevant Services are due to commence.

Any delay in Client fulfilling its responsibilities under this Section will extend any affected milestone or delivery date by a corresponding period, and Rebirth shall not be responsible for any resulting delay, cost increase, or failure to meet timelines. Rebirth will notify Client promptly if a Client dependency is blocking progress.

18. Contact

These Platform and Subscription Terms (the "Platform Terms") govern access to and use of the Rebirth Nexus platform, including any hosted environment, proof-of-concept deployment, demonstration environment, application programming interface (API), and associated documentation made available by Rebirth Nexus, Inc. ("Rebirth") to a subscribing organization ("Subscriber"). These Platform Terms apply in addition to any Professional Services Terms and Conditions and are incorporated by reference into any Order Form, Statement of Work, or Proof of Concept Agreement executed by the parties (each, an "Order"). In the event of conflict between these Platform Terms and an Order, the Order shall control for the specific engagement.

1. Definitions

2. Platform Access and License

2.1 License grant

Subject to these Platform Terms and payment of all applicable fees, Rebirth grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the subscription term solely for Subscriber's internal business purposes as specified in the Order.

2.2 Authorized Users

Subscriber may permit Authorized Users to access the Platform up to the user limit specified in the Order. Subscriber is responsible for all acts and omissions of its Authorized Users. Subscriber shall promptly notify Rebirth of any unauthorized access to or use of the Platform.

2.3 Account security

Subscriber is responsible for maintaining the confidentiality of all access credentials, API keys, and authentication tokens. Subscriber must not share credentials across users or with third parties. Rebirth shall not be liable for any loss arising from unauthorized use of Subscriber's credentials where Subscriber failed to maintain adequate security.

2.4 Restrictions

Subscriber shall not, and shall ensure its Authorized Users do not: (a) copy, modify, or create derivative works of the Platform or its underlying technology; (b) reverse engineer, decompile, or attempt to derive the source code of the Platform; (c) sublicense, resell, or distribute the Platform to third parties except as expressly permitted in the Order; (d) use the Platform to build a competing product or service; (e) remove or alter any proprietary notices; (f) use the Platform in violation of applicable law or third-party rights; or (g) use the Platform to process data in violation of any data protection obligation applicable to Subscriber.

2.5 Proof of concept and demonstration access

Where the Order designates access as a proof of concept or demonstration, such access is for evaluation purposes only, may be subject to functionality limitations, and does not include production-grade SLA commitments unless expressly stated. Live personal data should not be used in proof of concept environments without a data processing agreement in place.

3. Fees and Payment

3.1 Subscription fees

Subscriber shall pay the fees specified in the Order in accordance with the payment schedule set out therein.

3.2 Invoicing and payment terms

Unless otherwise specified, Rebirth shall invoice in advance for each subscription period and Subscriber shall pay each invoice within thirty (30) days (Net 30) by wire transfer to the account specified by Rebirth.

3.3 Auto-renewal

Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, the Subscription will automatically renew for successive equal periods at the then-current list price unless a different rate is specified in the Order.

3.4 Fee changes

Rebirth may adjust fees on renewal with sixty (60) days' prior written notice. If Subscriber does not accept adjusted fees, it may terminate the Subscription effective at the end of the current term by providing written notice within thirty (30) days of Rebirth's notice.

3.5 Late payment

Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Rebirth may suspend access if any undisputed invoice remains unpaid more than fifteen (15) days past its due date, on written notice.

3.6 Taxes

Fees are exclusive of taxes. Subscriber is responsible for any applicable taxes other than taxes on Rebirth's net income.

4. Acceptable Use

4.1 Permitted use

Subscriber may use the Platform solely for its internal business purposes as described in the Order, in compliance with these Platform Terms, applicable Documentation, and all applicable laws.

4.2 Prohibited use

Subscriber must not use the Platform: (a) to process data that Subscriber is not authorized to process; (b) to engage in any unlawful, harmful, or fraudulent activity; (c) to attempt unauthorized access to any system or data; (d) to introduce malware or harmful code; (e) in a manner that disrupts Platform performance for other users; (f) to harvest data in bulk except through authorized APIs; or (g) to make AI-based outputs available to third parties as a standalone product or service without Rebirth's prior written consent.

4.3 Prohibited and high-risk data

Subscriber shall not submit to the Platform or to Rebirth in connection with the Services any of the following categories of data unless expressly authorized in writing in the applicable Order or SOW and subject to such additional security, compliance, and data processing terms as the parties agree: (a) classified or government-restricted information; (b) export-controlled technical data; (c) special categories of personal data as defined under the GDPR or equivalent under applicable data protection law, including racial or ethnic origin, political opinions, religious beliefs, biometric data used for identification, health data, or data concerning sexual orientation; (d) criminal offense or conviction data; (e) data relating to individuals under the age of 18; (f) precise geolocation data relating to identifiable individuals not authorized for disclosure; (g) protected health information subject to HIPAA; (h) payment card data subject to PCI DSS; or (i) any other data subject to heightened regulatory, security, or compliance requirements that Rebirth has not expressly agreed to process. Rebirth shall have no liability for any loss or damage arising from Subscriber's submission of prohibited data in breach of this Section.

4.4 Suspension for misuse

Rebirth may immediately suspend Subscriber's access, without liability, where Rebirth reasonably believes Subscriber is in material breach of Sections 4.2 or 4.3, where continued access poses a security risk, or where required by law. Rebirth will provide notice as soon as practicable and work with Subscriber in good faith to resolve the issue promptly.

5. Service Levels and Support

5.1 Uptime commitment

For production deployments, Rebirth targets platform availability of 99.5% measured monthly, excluding scheduled maintenance and events outside Rebirth's reasonable control. Availability metrics will be specified in the Order for production engagements.

5.2 Scheduled maintenance

Rebirth will provide at least 48 hours' prior notice of scheduled maintenance expected to cause downtime and will use commercially reasonable efforts to schedule outside Subscriber's primary business hours where feasible.

5.3 Support

Rebirth will provide support as specified in the Order. Unless otherwise specified, support is available Monday through Friday, 9:00 AM to 5:00 PM Pacific Time (excluding US public holidays) via support@rebirthnexus.ai.

5.4 Service credits

Where Rebirth fails to meet an availability commitment in the Order, Subscriber's exclusive remedy is a service credit applied to the next invoice. Credits are not available for proof of concept environments, Subscriber-caused downtime, or force majeure events.

6. Subscriber Data and Security

6.1 Subscriber Data ownership

Subscriber retains all right, title, and interest in Subscriber Data. Subscriber grants Rebirth a limited, non-exclusive license to process Subscriber Data solely to provide, operate, secure, support, and maintain the Platform as directed by Subscriber and as necessary to fulfill Rebirth's obligations under these Platform Terms.

6.2 No model training on Subscriber Data

Rebirth shall not use Subscriber Data to train, fine-tune, or improve any AI or machine learning model made available to third parties without Subscriber's prior written consent. Rebirth may use aggregated, de-identified, and anonymized performance and usage data for product analytics and improvement, provided such data cannot reasonably identify Subscriber, any Authorized User, any individual, or any Subscriber confidential business information.

6.3 Data residency

Default data processing occurs in the United States. Where Subscriber requires data to be processed or stored within a specific jurisdiction, this must be agreed in the Order and may be subject to additional fees. Rebirth's subprocessors are listed in the applicable Data Processing Addendum.

6.4 Security measures

Rebirth shall implement and maintain reasonable technical and organizational security measures appropriate to the nature and sensitivity of Subscriber Data, including encrypted data transmission, logical access controls, and periodic security assessments.

6.5 Security incident notification

Rebirth shall notify Subscriber without undue delay, and in any event within seventy-two (72) hours of becoming aware, of any confirmed security incident involving unauthorized access to or disclosure of Subscriber Data. The parties will cooperate in good faith to investigate and remediate any such incident.

6.6 Subscriber responsibilities

Subscriber is responsible for the security and accuracy of Subscriber Data prior to submission, for configuring Authorized User access controls, and for ensuring its use of the Platform complies with applicable data protection law.

7. Intellectual Property

7.1 Platform IP

Rebirth retains all right, title, and interest in and to the Platform, including all underlying technology, agent architectures, orchestration frameworks, analytical models, prompt libraries, evaluation methods, software components, documentation, and all improvements, modifications, and derivative works thereof. No rights in the Platform are granted to Subscriber except as expressly set out in these Platform Terms.

7.2 Feedback

If Subscriber provides feedback, suggestions, or ideas regarding the Platform, Rebirth may use such feedback for any purpose without obligation or compensation to Subscriber.

7.3 Usage data

Rebirth may collect and use technical and operational data about Subscriber's use of the Platform to operate, maintain, and improve the Platform, provided such data is aggregated or de-identified before use for product improvement purposes.

8. Third-Party Services

The Platform integrates with or relies upon third-party services including cloud infrastructure providers, AI model providers (including large language model APIs), and geospatial data and software vendors (collectively, "Third-Party Services"). Subscriber's use of Third-Party Services is subject to those providers' own terms. Rebirth does not warrant the availability, accuracy, or fitness of any Third-Party Service and shall not be liable for interruptions in Third-Party Services outside Rebirth's reasonable control. Where Subscriber requires airgapped or sovereign deployment configurations, this must be agreed in the Order.

9. Confidentiality

Each party shall hold the other's Confidential Information in strict confidence and use it solely for the purposes of these Platform Terms, in accordance with the confidentiality obligations set out in Rebirth's Professional Services Terms and Conditions or any separate non-disclosure agreement between the parties, which are incorporated herein by reference.

10. Warranties and Disclaimers

10.1 Platform warranty

Rebirth warrants that the Platform will perform materially in accordance with the Documentation during the subscription term. As Subscriber's exclusive remedy, Rebirth will use commercially reasonable efforts to correct any material non-conformity reported in writing within thirty (30) days of the deficiency.

10.2 Disclaimer

10.3 AI output disclaimer

The Platform incorporates artificial intelligence and machine learning technologies that may produce outputs that are inaccurate, incomplete, biased, or unexpected. All AI-generated outputs are decision-support tools only and must not be used as the sole basis for legal, financial, credit, employment, insurance, anti-money-laundering, infrastructure, safety, or regulatory decisions. Subscriber retains sole responsibility for all decisions informed by Platform outputs, regardless of the confidence, format, or apparent certainty of any AI output.

11. Limitation of Liability

11.1 Cap on liability

11.2 Exclusion of indirect damages

11.3 Exceptions and elevated cap

(a) The limitations in Sections 11.1 and 11.2 do not apply to: (i) fraud or willful misconduct by either party; or (ii) Subscriber's payment obligations. (b) Notwithstanding Section 11.1, each party's total aggregate liability for breach of confidentiality obligations, breach of data protection obligations, or infringement of the other party's intellectual property rights shall not exceed the total Subscription Fees paid or payable under the applicable Order, without the twelve-month trailing limitation. The exclusion of indirect damages in Section 11.2 continues to apply to claims under this Section 11.3(b).

11.4 Allocation of risk

The parties acknowledge that the limitations in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between them.

12. Indemnification

12.1 By Rebirth

Rebirth shall defend, indemnify, and hold harmless Subscriber from any third-party claim alleging that the Platform, as provided by Rebirth, infringes any third-party intellectual property right, provided Subscriber: (a) gives prompt written notice; (b) allows Rebirth sole control of the defense; and (c) provides reasonable cooperation. This obligation does not apply to claims arising from Subscriber's modifications, Subscriber Data, or Third-Party Services.

12.2 By Subscriber

Subscriber shall defend, indemnify, and hold harmless Rebirth from any third-party claim arising out of: (a) Subscriber Data; (b) Subscriber's use of the Platform in violation of these Platform Terms or applicable law; or (c) representations made by Subscriber to its own clients regarding Platform outputs.

13. Term and Termination

13.1 Term

These Platform Terms begin on the effective date of the first Order and continue until all Orders have expired or been terminated.

13.2 Termination for convenience

Either party may terminate an Order on thirty (30) days' prior written notice. On such termination, Subscriber shall pay all fees due through the termination date. Prepaid fees for unused periods are non-refundable unless otherwise specified in the Order.

13.3 Termination for cause

Either party may terminate immediately on written notice if the other party materially breaches these Platform Terms and fails to cure within fifteen (15) days of written notice, or becomes insolvent or ceases to do business.

13.4 Effect of termination

On termination, all licenses cease immediately. Subscriber shall cease use of the Platform and delete or return Rebirth materials in its possession. Rebirth shall make Subscriber Data available for export for thirty (30) days following termination, after which Rebirth may delete Subscriber Data. Sections 7, 9, 10.2, 10.3, 11, 12, and 14 survive termination.

14. General Provisions

14.1 Entire agreement

These Platform Terms, together with the applicable Order and any Data Processing Addendum, constitute the entire agreement between the parties regarding Platform access and supersede all prior communications on the subject.

14.2 Order of precedence

In the event of any conflict across Rebirth's contract stack, the following order of precedence applies: (1) the applicable Order Form or SOW special terms; (2) the Data Processing Addendum, for Personal Data processing only; (3) these Platform Terms for platform and subscription access; (4) the Professional Services Terms and Conditions for consulting and professional services; and (5) the Privacy Policy, which constitutes a public notice and not a negotiated commercial term unless expressly incorporated into an Order.

14.3 Assignment

Neither party may assign these Platform Terms without the other party's prior written consent, except to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets, on prior written notice.

14.4 Amendments

Rebirth may update these Platform Terms by posting a revised version at rebirthnexus.ai/platform-terms. The version applicable to a particular Order is the version in effect on the date the Order is executed. Rebirth will provide thirty (30) days' prior notice of any material change that adversely affects Subscriber's rights under an active Order.

14.5 Severability and waiver

If any provision is held unenforceable, the remaining provisions remain in full force. A party's failure to enforce any provision does not waive its right to enforce it later.

14.6 Marketing

Rebirth may identify Subscriber by name as a customer in its marketing materials and on its website. Subscriber may withdraw this permission at any time on written notice to legal@rebirthnexus.ai, and Rebirth shall promptly comply. Rebirth shall not use Subscriber's logo or disclose any of Subscriber's Confidential Information in marketing materials without Subscriber's prior written consent.

15. Export Controls, Sanctions, and Anti-Corruption

Each party shall comply with all applicable export control, trade sanctions, anti-corruption, and anti-bribery laws in connection with the Agreement, including the U.S. Export Administration Regulations (EAR), regulations administered by the U.S. Office of Foreign Assets Control (OFAC), the U.S. Foreign Corrupt Practices Act (FCPA), and the UK Bribery Act 2010. Subscriber shall not use the Platform or Services: (a) for any purpose prohibited by applicable export control or sanctions laws; (b) in connection with any person or entity appearing on a government restricted or denied-parties list; or (c) in any jurisdiction subject to comprehensive trade sanctions without prior government authorization. Each party represents that it is not, and to its knowledge is not owned or controlled by, any person or entity subject to applicable sanctions. Either party shall promptly notify the other on becoming aware of any potential violation of this Section.

16. Governing Law and Dispute Resolution

16.1 Governing law

These Platform Terms are governed by the laws of the State of California, United States, without regard to its conflict of laws principles.

16.2 Good-faith resolution

The parties shall attempt in good faith to resolve any dispute through senior-level discussion within thirty (30) days of written notice. If not resolved, either party may refer the dispute to arbitration under Section 16.3.

16.3 Arbitration

Any unresolved dispute shall be finally settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC), conducted by a sole arbitrator in the English language. The seat of arbitration shall be as agreed in the applicable Order, or if no seat is specified, London, United Kingdom. The award shall be final, binding, and enforceable in any court of competent jurisdiction.

16.4 Interim relief

Either party may seek urgent interim or injunctive relief from a court of competent jurisdiction pending arbitration.

16.5 Enforcement and backstop

For enforcement of arbitral awards or matters not subject to arbitration, the parties submit to the non-exclusive jurisdiction of the state and federal courts of San Bernardino County, California.

17. Contact

This Data Processing Addendum ("DPA") forms part of and is incorporated into any Professional Services Terms and Conditions, Platform and Subscription Terms, Statement of Work, or Order Form entered into between Rebirth Nexus, Inc. ("Rebirth") and the contracting entity ("Client") (together, the "Agreement"). This DPA applies where Rebirth processes Personal Data on behalf of Client in connection with the Services or Platform. In the event of conflict between this DPA and the Agreement, this DPA shall control with respect to the processing of Personal Data.

1. Definitions

2. Roles and Scope

2.1 Roles

For the purposes of this DPA, Client is the Controller and Rebirth is the Processor, except where Rebirth independently determines the purposes and means of processing, in which case Rebirth acts as a Controller for that processing.

2.2 Scope

This DPA applies to Personal Data processed by Rebirth as Processor on behalf of Client in connection with the Agreement. The subject matter, nature, purpose, duration, categories of Personal Data, and categories of data subjects are described in Schedule A.

2.3 Instructions

Rebirth shall process Personal Data only on documented instructions from Client as set out in the Agreement and this DPA, unless required by applicable law to process otherwise. Rebirth shall promptly notify Client if it believes an instruction infringes Applicable Data Protection Law.

3. Rebirth's Processing Obligations

3.1 Compliance

Rebirth shall process Personal Data in compliance with Applicable Data Protection Law and the terms of this DPA.

3.2 Confidentiality

Rebirth shall ensure that personnel authorized to process Personal Data are subject to binding confidentiality obligations.

3.3 No model training

Rebirth shall not use Personal Data to train, fine-tune, or improve any AI or machine learning model made available to third parties without Client's prior written consent. This restriction applies to all Personal Data processed under this DPA, including data passed through third-party AI model APIs on Client's behalf.

3.4 Data minimization

Rebirth shall process only the Personal Data that is adequate, relevant, and limited to what is necessary for the purposes set out in Schedule A.

3.5 Data subject rights

Rebirth shall promptly notify Client of any request received directly from a data subject exercising rights under Applicable Data Protection Law and shall not respond without Client's prior written authorization, except as required by law. Rebirth shall provide reasonable assistance to Client in fulfilling data subject requests.

3.6 Regulatory cooperation

Rebirth shall provide reasonable assistance to Client in connection with any data protection impact assessment, supervisory authority consultation, or regulatory inquiry relating to Rebirth's processing of Personal Data.

3.7 CCPA/CPRA service provider restrictions

Where Rebirth processes Personal Data that constitutes "personal information" under the CCPA/CPRA as a "service provider" or "contractor" (as defined thereunder), Rebirth shall: (a) not sell or share such Personal Data; (b) not retain, use, or disclose such Personal Data for any commercial purpose other than performing the Services or operating the Platform as specified in the Agreement; (c) not retain, use, or disclose such Personal Data outside the direct business relationship between Rebirth and Client; and (d) not combine such Personal Data with personal information received from or on behalf of any other person, or collected from Rebirth's own interactions with consumers, except as permitted by the CCPA/CPRA. Rebirth certifies that it understands and will comply with these restrictions.

3.8 Prohibited and high-risk data

Client shall not submit to the Platform or to Rebirth in connection with the Services any of the following categories of data unless expressly authorized in writing in the applicable Order or SOW and subject to such additional security, compliance, and data processing terms as the parties agree: (a) classified or government-restricted information; (b) export-controlled technical data; (c) special categories of personal data as defined under the GDPR or equivalent, including racial or ethnic origin, political opinions, religious beliefs, biometric data used for identification, health data, or data concerning sexual orientation; (d) criminal offense or conviction data; (e) data relating to individuals under the age of 18; (f) precise geolocation data relating to identifiable individuals not authorized for disclosure; (g) protected health information subject to HIPAA; (h) payment card data subject to PCI DSS; or (i) any other data subject to heightened regulatory, security, or compliance requirements that Rebirth has not expressly agreed to process. Rebirth shall have no liability for any loss or damage arising from Client's submission of prohibited data in breach of this Section.

4. Client's Obligations

Client represents and warrants that: (a) it has a lawful basis under Applicable Data Protection Law for processing the Personal Data it submits; (b) it has provided all required notices and obtained all required consents from data subjects; (c) the Personal Data it provides to Rebirth is accurate and up to date; (d) it will not submit prohibited or high-risk data in breach of Section 3.8; and (e) its instructions to Rebirth comply with Applicable Data Protection Law. Client shall promptly notify Rebirth of any changes to its instructions that may affect Rebirth's processing obligations.

5. Security

5.1 Technical and organizational measures

Rebirth shall implement and maintain the technical and organizational security measures described in Schedule C, designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.

5.2 Security incident notification

In the event of a Security Incident, Rebirth shall: (a) notify Client without undue delay, and in any event within seventy-two (72) hours of becoming aware; (b) provide Client with sufficient information to enable Client to comply with its own notification obligations; and (c) cooperate with Client and take reasonable steps to investigate, remediate, and mitigate the effects of the incident. Notification does not constitute an admission of fault or liability.

5.3 Audit rights

No more than once per calendar year (or more frequently following a Security Incident or regulatory requirement), Client may, on at least thirty (30) days' prior written notice and at its own cost, audit Rebirth's compliance with this DPA. Any audit shall: (a) be conducted by an independent third-party auditor bound by confidentiality obligations; (b) take place during normal business hours without unreasonably disrupting Rebirth's operations; (c) not access systems or records relating to other Rebirth clients; and (d) not include penetration testing or vulnerability scanning without Rebirth's separate prior written approval. Rebirth may satisfy audit rights by providing relevant third-party audit reports, security certifications (such as SOC 2 Type II or ISO 27001), or written security summaries where such materials reasonably address the audit scope. The parties shall agree on the scope and format of any audit before it commences.

6. Subprocessors

6.1 Authorization

Client provides general written authorization for Rebirth to engage Subprocessors. Current Subprocessors are listed in Schedule B.

6.2 Subprocessor obligations

Rebirth shall impose data protection obligations on each Subprocessor no less protective than those in this DPA. Rebirth remains liable to Client for any Subprocessor failure to fulfill its data protection obligations.

6.3 Changes to Subprocessors

Rebirth shall notify Client at least fourteen (14) days before adding or replacing a Subprocessor, by updating Schedule B at rebirthnexus.ai/legal/dpa-subprocessors or by direct written notice. Client may object on reasonable data protection grounds within fourteen (14) days. If unresolved, Client may terminate the affected services on written notice and receive a refund of prepaid fees for the unused period.

7. Cross-Border Transfers

7.1 General

Rebirth shall not transfer Personal Data across international borders unless: (a) the destination provides adequate protection; (b) appropriate safeguards are in place (such as SCCs, binding corporate rules, or another recognized mechanism); or (c) a derogation applies under Applicable Data Protection Law.

7.2 EU/EEA transfers

Where Personal Data subject to the GDPR is transferred to Rebirth in the United States, the parties agree that the SCCs (Module 2: Controller-to-Processor) adopted by the European Commission are incorporated into this DPA by reference and apply to such transfers. The annex information (party details, transfer description, competent supervisory authority, technical and organizational measures, and subprocessor list) is set out in Schedules A, B, and C. The parties shall complete any additional execution requirements for the SCCs as required by applicable guidance at the time of processing.

7.3 UAE transfers

Where Personal Data subject to the UAE PDPL is transferred outside the UAE, Rebirth shall ensure appropriate transfer mechanisms are in place as required by the PDPL and its implementing regulations.

7.4 Subprocessor transfers

Rebirth shall ensure cross-border transfers to Subprocessors are covered by appropriate transfer mechanisms, including by flowing down SCCs or equivalent protections where required.

8. Data Retention and Deletion

8.1 Retention during agreement

Rebirth shall retain Personal Data only as long as necessary to fulfill the purposes in Schedule A or as required by applicable law.

8.2 Return or deletion on termination

On expiry or termination of the Agreement, Rebirth shall, at Client's election, either: (a) return all Personal Data in a commonly used machine-readable format within thirty (30) days; or (b) securely delete all Personal Data within thirty (30) days and provide written confirmation. Rebirth may retain Personal Data beyond this period only where required by law, in which case it shall notify Client and continue to protect such data under the terms of this DPA.

9. Export Controls, Sanctions, and Anti-Corruption

Each party shall comply with all applicable export control, trade sanctions, anti-corruption, and anti-bribery laws in connection with the Agreement, including the U.S. Export Administration Regulations (EAR), regulations administered by the U.S. Office of Foreign Assets Control (OFAC), the U.S. Foreign Corrupt Practices Act (FCPA), and the UK Bribery Act 2010. Client shall not use the Platform or Services: (a) for any purpose prohibited by applicable export control or sanctions laws; (b) in connection with any person or entity appearing on a government restricted or denied-parties list; or (c) in any jurisdiction subject to comprehensive trade sanctions without prior government authorization. Each party represents that it is not, and to its knowledge is not owned or controlled by, any person or entity subject to applicable sanctions. Either party shall promptly notify the other on becoming aware of any potential violation of this Section.

10. Term

This DPA is effective from the date of the Agreement and remains in force for the duration of Rebirth's processing of Personal Data under the Agreement. Sections 3, 5, 7, and 8 survive termination to the extent Rebirth continues to hold Personal Data.

11. Governing Law

This DPA is governed by the same law as the Agreement. For disputes specifically relating to Personal Data subject to the GDPR, the parties submit to the jurisdiction of the courts of competent jurisdiction in the EU member state of Client's establishment, without prejudice to the general dispute resolution mechanism in the Agreement.

12. Contact

Schedule A — Processing Details

The following describes the processing activities covered by this DPA and serves as Annex I under the SCCs where applicable. These details must be reviewed and completed by the parties for each engagement where Personal Data is processed.

Schedule B — Approved Subprocessors

Current Subprocessors as of the effective date. Rebirth will update this schedule and notify Client of changes per Section 6.3. Current version also maintained at rebirthnexus.ai/legal/dpa-subprocessors.

Schedule C — Security Measures

These measures constitute Rebirth's technical and organizational security controls and also serve as Annex II information under the SCCs where applicable. They are reviewed and updated periodically.