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TERMS AND CONDITIONS

Last Updated: 11/25/2026

AvantNeuron LLC, a Delaware limited liability company ("AvantNeuron"), provides artificial intelligence solutions, consulting services, and software access (collectively, the "Services") to the customer identified in the applicable Order Form or Statement of Work ("Customer").

By accessing the Services, signing an Order Form, or otherwise engaging AvantNeuron, Customer agrees to be bound by these Terms and Conditions (the "Agreement").

1. DEFINITIONS

1.1 "AvantNeuron Materials" means all proprietary technology, software, algorithms, AI models, neural networks, methodologies, documentation, and know-how owned or licensed by AvantNeuron, including all improvements, modifications, and derivative works thereof.

1.2 "Customer Data" means all data, information, and content provided by Customer to AvantNeuron for the purpose of utilizing the Services.

1.3 "Deliverables" means specific reports, code configurations, or custom outputs generated for Customer as explicitly defined in a Statement of Work.

1.4 "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence.

2. ACCESS AND LICENSE

2.1 Grant of Rights. Subject to Customer’s full compliance with this Agreement and payment of applicable fees, AvantNeuron grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and AvantNeuron Materials solely for Customer’s internal business purposes during the Term.

2.2 No Ownership Transferred. Acknowledging the proprietary nature of AvantNeuron’s AI technologies, Customer agrees that title, ownership, and all Intellectual Property Rights in and to the Services and AvantNeuron Materials shall remain exclusively with AvantNeuron. This Agreement is a license, not a sale.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Prohibited Actions. Customer shall not, and shall not permit any third party to:

3.2 Customer Data & Security. Customer represents and warrants that it owns all rights, title, and interest in the Customer Data necessary to grant the rights provided herein. Customer is solely responsible for the security of its access credentials.

4. INTELLECTUAL PROPERTY AND DATA RIGHTS

4.1 Customer Ownership. As between the parties, Customer retains all right, title, and interest in and to the Customer Data.

4.2 AvantNeuron Ownership. AvantNeuron retains all right, title, and interest in and to the AvantNeuron Materials, including any "base models" or pre-existing AI infrastructure used to deliver the Services.

4.3 AI Usage & Improvements. Customer acknowledges that AvantNeuron’s Services rely on machine learning. Customer grants AvantNeuron a worldwide, perpetual, irrevocable, royalty-free license to use aggregated, anonymized Customer Data to improve AvantNeuron’s algorithms, models, and Services, provided that such use does not identify Customer or its Confidential Information.

5. CONFIDENTIALITY

5.1 Obligations. Each party (the "Receiving Party") agrees that it will not disclose to any third party, or use for its own benefit or the benefit of any third party, any Confidential Information of the other party (the "Disclosing Party") except as expressly permitted hereunder.

5.2 Protection. The Receiving Party agrees to use at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than reasonable care.

6. FEES AND PAYMENT

6.1 Payment Terms. Customer shall pay all fees specified in the applicable Order Form. Unless otherwise stated, fees are due thirty (30) days from the invoice date.

6.2 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable.

7. WARRANTIES AND DISCLAIMER

7.1 Disclaimer. THE SERVICES AND AVANTNEURON MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." AVANTNEURON DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF AI OUTPUTS. AVANTNEURON DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

8. LIMITATION OF LIABILITY

8.1 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AVANTNEURON BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL.

8.2 Cap. AVANTNEURON’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO AVANTNEURON IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.

9. TERM AND TERMINATION

9.1 Term. This Agreement shall remain in effect for the term specified in the Order Form (the "Term").

9.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of notice.

9.3 Effect of Termination. Upon termination, Customer shall immediately cease all use of the Services and AvantNeuron Materials and return or destroy all AvantNeuron Confidential Information.

10. GENERAL PROVISIONS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

10.2 Venue. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware.

10.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, proposals, or representations, written or oral, concerning its subject matter.

10.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be eliminated or limited to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.