This document is provided in English only. The English version is the governing text.

Master Services Agreement

Effective: 1 August 2026

By entering into or accepting an Order Form (as defined below) that includes a link to or otherwise references this Crios Master Services Agreement (collectively with the Order Form, this “Agreement”), the entity entering into such Order Form (“Customer”) agrees to be bound by the terms and conditions of this Agreement as of the effective date of such Order Form (the “Effective Date”). This Agreement governs Crios organization and team plans, Crios Enterprise, the Crios APIs, and other services we provide to businesses and developers. This Agreement is between Customer and Crios Pte. Ltd., a private company limited by shares incorporated and existing under the laws of Singapore (“Company”). Company and Customer may each be referred to herein individually as a “Party” and collectively as the “Parties”.

1. Definitions

The following capitalized terms shall have the meanings set forth in this Section 1, unless defined elsewhere in this Agreement.

1.1 “Owner” means the Authorized User acting as Customer’s representative who holds the highest administrative authority over Customer’s organization within the Service. The Owner has the right to access and export the detailed content of Organization Sessions pursuant to Section 2.2, together with all administrative privileges granted to Administrators under Section 2.4.

1.2 “Authorized Users” means individuals authorized by Customer to use the Service, which may include Customer’s employees, consultants, and independent contractors acting solely on behalf of and for the benefit of Customer.

1.3 “Administrator” means an Authorized User with administrative privileges appointed by Customer to manage Customer’s organization, including adding, removing, and suspending Authorized Users’ access to the Organization Workspace.

1.4 “Organization Workspace” means the dedicated, logically isolated environment associated with Customer’s subscription, in which Authorized Users collaborate and in which Organization Sessions, projects, knowledge bases, and related resources are initiated and stored, separate from any personal workspaces.

1.5 “Organization Session” means any task or session initiated by an Authorized User within the Organization Workspace, including its inputs, outputs, prompts, execution logs, and all related metadata.

1.6 “Confidential Information” means non-public information disclosed or made available by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) under this Agreement that is designated as confidential or that the Receiving Party should reasonably understand to be confidential given the nature of the information or the circumstances of disclosure. Without limiting the foregoing, Customer Data is the Confidential Information of Customer, and the non-public features of the Service and Professional Services are the Confidential Information of Company. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was already in the Receiving Party’s possession free of confidentiality obligations at the time of disclosure; (c) is lawfully obtained from a third party free of confidentiality obligations; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. For purposes of this Agreement, Confidential Information does not include Customer Personal Data, which is defined and addressed separately in the DPA.

1.7 “Credit” means the standard unit of measurement for usage of the Service.

1.8 “Customer Chosen Third-Party Product” means any product, service, application, functionality, model, model endpoint, or content that is provided by a third party or by Customer and that Customer or any of its Authorized Users chooses to interoperate or use in connection with the Service — including source-control, ticketing, and messaging platforms (such as GitHub, GitLab, Jira, and Slack), services reachable through Model Context Protocol (MCP) servers, and Model Providers configured by Customer under Section 2.12.

1.9 “Customer Data” means all electronic data submitted or imported into the Service by or on behalf of Customer or its Authorized Users — including briefs, prompts, source code, repositories, files, and knowledge-base content — and the Customer-specific output generated by Authorized Users’ use of the Service.

1.10 “Data Protection Laws” means the privacy, data protection, and data security laws and regulations of any jurisdiction applicable to the Processing of Customer Personal Data under this Agreement, including, as applicable, the GDPR, the Singapore Personal Data Protection Act 2012, and the State Privacy Laws.

1.11 “Documentation” means the user guides and other end-user documentation describing the features or functionality of the Service that are provided or made available to Customer by Company, including any usage policy published by Company, as may be updated from time to time (the “Usage Policy”).

1.12 “Order Form” means an ordering document or form (including online ordering via Company’s website) entered into with Company that references this Agreement and specifies the subscription(s) to the Service, or the Professional Services, being purchased by Customer. Order Forms do not include any Customer purchase order terms.

1.13 “Customer Personal Data” means any Personal Data Processed by Company or its Sub-Processors on behalf of Customer to perform the Services under this Agreement.

1.14 “Professional Services” means onboarding, integration, implementation, deployment assistance, hardening review, configuration, or other professional services provided by Company in connection with Customer’s use of the Service, as described in an applicable Order Form. Professional Services do not include the provision of the Service.

1.15 “Personal Data” means any information or data that constitutes “personal data”, “personal information”, “personally identifiable information”, or a similar term defined in Data Protection Laws.

1.16 “Process” and inflections thereof mean any operation or set of operations performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

1.17 “Service” means Company’s autonomous AI software engineering platform known as “Crios” as identified on an applicable Order Form, in the deployment model specified therein (Crios Cloud or, subject to Section 2.13, Crios Enterprise). The Service includes the Documentation and AI Features (as defined below) but excludes Professional Services, Customer Data, and Customer Chosen Third-Party Products.

1.18 “Sub-Processor” means any third party appointed by or on behalf of Company to Process Customer Personal Data.

1.19 “State Privacy Laws” means, collectively, the comprehensive U.S. state data privacy laws in effect and applicable to Company’s Processing of Personal Data under this Agreement.

1.20 “GDPR” means, as and where applicable to the Processing concerned: (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”); and/or (ii) the EU GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), including in each case any applicable national implementing or supplementary legislation and any successor, amendment, or re-enactment thereof.

2. Services

2.1 Service

Subject to the terms and conditions of this Agreement, Company will make the Service available to Customer during the Order Form Term (as defined below) and hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable right to access and use, and to allow its Authorized Users to access and use, the Service in accordance with the Documentation and any limitations set forth in the applicable Order Form, solely for Customer’s internal business purposes. Each Order Form is incorporated into and forms part of this Agreement. In the event of any conflict between this Agreement and an Order Form, this Agreement controls except as expressly set forth otherwise. Customer will not, and will not permit any Authorized User to, use the Service in violation of the Usage Policy.

2.2 Customer and Owner Account

Customer shall provide accurate, complete, and up-to-date account information and maintain its accuracy throughout the term of this Agreement. Customer shall not share account credentials with unauthorized persons, nor resell, rent, lease, or otherwise transfer access to its account or any Authorized User’s account. Upon discovering unauthorized access to its account or the Service, Customer shall immediately notify Company in writing and take reasonable measures to mitigate risk.

The Owner is entitled to access the detailed content of Organization Sessions within the Organization Workspace and may export such content for Customer’s internal audit, compliance review, business analysis, or other legitimate business purposes, with Customer ensuring full compliance with applicable privacy, data protection, and cybersecurity laws when exercising such rights. Customer shall ensure that the Owner and all Authorized Users comply with this Agreement and all applicable policies.

2.3 Authorized User Accounts

An Authorized User account may be assigned to, registered to, and used by only a single designated Authorized User. Customer is responsible for all activities occurring under its accounts, including activities of Authorized Users. Customer shall obtain and maintain all consents from Authorized Users necessary to allow the Owner and Administrators to perform the activities described in this Agreement and to allow Company to provide the Service.

2.4 Administrator Accounts

The Owner and each Administrator are entitled to manage Authorized Users (including inviting, adding, removing, suspending, or restoring access to the Organization Workspace); to view aggregated usage data for the organization as well as individual-level usage statistics (such as sessions executed and Credits consumed); and to view and manage billing documents, payment records, and purchase history associated with Customer’s subscription, in each case in accordance with their configured role permissions.

2.5 Modifications

Company reserves the right to update the Service from time to time and to modify or remove existing features due to data security, technical, or legal considerations, provided that the modification or removal is reasonable in consideration of the interests of both Parties.

2.6 Professional Services

Company will provide Professional Services in accordance with the applicable Order Form and subject to this Agreement. The Parties will cooperate to enable Company to perform the Professional Services, and Customer agrees to timely perform its obligations specified in the Order Form. Company will not be liable to the extent its performance is affected by Customer’s failure to fulfill its obligations. Unless expressly stated otherwise in the Order Form, timelines for Professional Services are good-faith projections, not guarantees.

2.7 General Restrictions

Customer will not, and will not permit any Authorized User or other person to, directly or indirectly: (a) use the Service except as permitted hereunder; (b) decompile, disassemble, or reverse engineer the Service, including its underlying software, except to the extent this restriction is not permitted under applicable law; (c) sell, rent, lease, or use the Service for time-sharing purposes; (d) remove, modify, or obscure any copyright or proprietary rights notices contained on or in the Service or any Output; (e) access or use the Service in a manner that circumvents or exceeds account limitations or requirements; (f) use the Service for the purpose of building a similar or competitive product or service; (g) obtain unauthorized access to the Service, including permitting access by anyone other than Authorized Users; (h) use the Service or any Output contrary to applicable law or in violation of third-party rights; (i) transmit through the Service any viruses, Trojan horses, worms, time bombs, corrupted files, or other routines intended to damage, interfere with, intercept, or expropriate any system, data, or property (“Malicious Code”); (j) probe, scan, penetrate, or benchmark the Service, or attempt to escape or defeat its sandbox isolation or other security boundaries, except pursuant to a security-testing authorization agreed by Company in writing; (k) frame or use framing techniques to enclose any trademark or logo of Company; (l) use metatags or other hidden text using Company’s name or trademarks; or (m) interfere or attempt to interfere with the proper functioning of the Service, including by overloading, flooding, spamming, or crashing it. The rights granted to Customer are subject to Customer’s compliance with this Section 2.7.

2.8 Suspension

If an Authorized User (a) breaches this Agreement or (b) has caused or may cause a security emergency, Company may require Customer to suspend or terminate the relevant account. If Customer does not act promptly, Company may itself suspend or terminate the account.

2.9 Data Segregation

Organization Sessions generated by an Authorized User within the Organization Workspace are stored, processed, and made visible separately from, and independently of, any session data generated by the same individual when using the Service in a personal capacity outside Customer’s organization. The access and export rights granted to the Owner are strictly limited to Organization Sessions within the Organization Workspace; under no circumstances shall the Owner or Customer be entitled to access an Authorized User’s personal account or personal session data. Company will generally assist Customer in obtaining Authorized Users’ consent through a systemized invitation process, provided that Customer bears ultimate responsibility for securing such consent.

2.10 Data Processing Agreement

If and to the extent Data Protection Laws govern Company’s Processing of Customer Personal Data in performance of the Service as a “processor”, “service provider”, or similar role, the Parties agree to the terms of Company’s Data Processing Addendum (the “DPA”), which is deemed part of and incorporated into this Agreement.

2.11 Customer Chosen Third-Party Products

The Service may interoperate with Customer Chosen Third-Party Products. Such products are not under Company’s control, and Company makes no representations, warranties, or covenants with respect to, is not responsible or liable for, and does not endorse them. Customer and its Authorized Users use Customer Chosen Third-Party Products at their own risk and subject to the agreements and policies between Customer and the relevant providers, and it is Customer’s sole responsibility to review and comply with them. Customer acknowledges that actions the Service performs through connected third-party accounts (such as creating commits, pull or merge requests, comments, or ticket updates) are performed at Customer’s direction and may be attributed to Customer or its Authorized Users by the third-party service.

2.12 AI Features; Model Providers

Subject to this Agreement, Company may make available functionality that uses or leverages artificial intelligence technology of Company or its licensors, including autonomous agents, large language models, algorithms, and machine-learning technology (collectively, “AI Features”). The AI Features may be used via the Service to generate plans, source code, applications, documentation, text, and other material (collectively, “Output”) in response to Customer’s prompts, briefs, or other inputs (collectively, “Input”). Due to the nature of AI technology, Customer understands that Input and Output may not be unique and that the AI Features may generate the same or similar output for other users. AI technology is probabilistic; use of the AI Features may result in inaccurate, incomplete, or insecure Output. Customer is solely responsible for evaluating the accuracy, completeness, security, and suitability of Input and Output for its use cases, and for subjecting Output to appropriate quality control, including human review, testing, and verification, before production use.

The AI Features rely on third-party model platforms and inference services and, where configured by Customer, model endpoints or API keys supplied by Customer (“Model Providers”). Model Providers configured by Customer are Customer Chosen Third-Party Products: Customer’s relationship with such providers is governed solely by Customer’s agreements with them, Customer is responsible for all fees they charge, and Company is not responsible for their acts, omissions, availability, or handling of data submitted to them.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, COMPANY DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS WITH RESPECT TO ANY INPUT OR OUTPUT, EXCEPT THAT COMPANY AGREES NOT TO TRANSFER TO ANY THIRD PARTY ANY OF CUSTOMER’S SPECIFIC INPUT OR OUTPUT WITHOUT CUSTOMER’S CONSENT, EXCEPT AS NECESSARY TO PROVIDE THE SERVICE OR PROFESSIONAL SERVICES (INCLUDING TRANSMISSION TO THE MODEL PROVIDERS USED TO FULFILL CUSTOMER’S REQUESTS).

2.13 Crios Enterprise (Self-Hosted)

Where an Order Form specifies Crios Enterprise, Company grants Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the Order Form Term to install, deploy, and operate the Crios software in infrastructure controlled by Customer, in accordance with the Documentation and the applicable Order Form. With respect to Crios Enterprise:

Customer Data is processed within Customer’s infrastructure. Company does not access, receive, or Process Customer Data or Customer Personal Data held within Customer’s deployment, except as expressly agreed with Customer for support, maintenance, or licensing purposes (for example, diagnostic bundles Customer chooses to share, or license-verification telemetry described in the Documentation).
Customer is responsible for the operation, security, backup, and regulatory compliance of its infrastructure and deployment, including the conduct of the Model Providers it connects.
Sections of this Agreement that presuppose Company’s hosting of the Service (including Section 6.2(b) telemetry and the DPA) apply to Crios Enterprise only to the extent Company actually Processes the relevant data.

3. General Customer Obligations

Customer is responsible for all activities conducted under its and its Authorized Users’ logins and accounts for the Service. Customer must maintain the confidentiality and security of such logins and accounts. Any use of the Service in breach of this Agreement that in Company’s reasonable judgment threatens the security, integrity, or availability of the Service may result in immediate suspension of access; Company will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy prior to such suspension.

4. Payment

4.1 Fees

Customer will pay Company the fees specified in the applicable Order Form or, if applicable, in Customer’s account, for Customer’s subscription(s) and any Professional Services, in accordance with the payment schedule set forth therein. Company may increase fees for subscription renewals by providing advance notice prior to the start of the renewal term. Unless expressly stated otherwise in this Agreement, all fees paid are non-refundable.

4.2 Payments

Subscription fees are billed at the start of the subscription and at regular intervals thereafter in accordance with Customer’s elections at the time of purchase or, for additional Credit purchases, at the time of purchase. If Customer’s Order Form indicates payment by invoice, Customer will pay within thirty (30) days of the invoice date. If Customer’s Order Form or account indicates online payment, Customer authorizes Company and/or its third-party payment services provider to invoice Customer’s account for all fees due without additional notice or consent. Company uses Stripe, Inc. and its affiliates as its third-party payment services provider; Customer agrees to be bound by Stripe’s applicable terms and privacy policy and authorizes Company and Stripe to share the information and payment instructions Customer provides to the minimum extent required to complete transactions. Online payments may be subject to validation and fraud checks; Company is not responsible if Customer’s card issuer declines payment or charges processing fees. Customer agrees to promptly notify Company of changes to its payment information. Failure to provide accurate payment information or Company’s inability to collect payment constitutes a material breach of this Agreement.

4.3 Late Payments

If payments are not received when due, Company may: (a) charge interest on unpaid amounts at the lesser of 1% per month or the maximum rate allowed by applicable law, from the due date until paid; and (b) terminate this Agreement or suspend Customer’s access to the Service and/or Professional Services if Customer fails to cure the nonpayment within thirty (30) days after written notice.

4.4 Taxes

Fees do not include sales, GST, VAT, withholding, use, property, excise, service, or similar taxes (“Taxes”). Customer is responsible for all Taxes associated with its purchases (excluding Taxes based on Company’s net income or property). Valid tax-exemption certificates must be provided prior to execution of this Agreement. If Company is required to pay Taxes in connection with the Service or Professional Services, Customer will reimburse Company within thirty (30) days of invoice, and Customer agrees to indemnify Company for any Taxes not paid by Customer as required by this Section, including related interest, costs, and penalties.

4.5 Credit Purchases

The Service may be configured to allow Authorized Users to purchase additional Credits. Customer is responsible for understanding the Service settings that allow additional purchases. If Customer purchases the Service based on usage, Customer acknowledges that Company will charge fees based on usage as calculated by Company, and Customer may be required to prepay by purchasing Credits.

5. Term and Termination

5.1 Term; Termination

This Agreement commences on the Effective Date and continues until terminated as set forth herein. The term of each Order Form commences on its effective date and continues for the initial term and any renewal terms set forth therein (the “Order Form Term”), unless earlier terminated in accordance with this Agreement. Either Party may terminate this Agreement in its entirety upon thirty (30) days’ prior written notice at any time for convenience when no Order Form is then in effect. Either Party may terminate this Agreement or any Order Form with immediate effect upon written notice if the other Party: (a) materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice describing it in reasonable detail; or (b) becomes insolvent, files for bankruptcy, or has proceedings commenced against it relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

5.2 Effect of Termination

Termination of one Order Form does not terminate any other Order Form then in effect. Upon termination of this Agreement or expiration or termination of an Order Form: (a) Customer and its Authorized Users must immediately cease all use of the affected Service; (b) Customer must pay all amounts owed; and (c) each Party will promptly return or, at the other Party’s option, permanently erase all Confidential Information of the other Party in its possession or control (with Customer Personal Data handled in accordance with the DPA). The Sections titled “General Restrictions”, “Data Processing Agreement”, “Payment”, “Effect of Termination”, “Proprietary Rights”, “Confidentiality”, “Representations and Warranties; Disclaimers”, “Limitation of Liability”, “Indemnification”, “Governing Law and Dispute Resolution”, and any other provisions that by their nature should survive, will survive termination.

6. Proprietary Rights

6.1 Output; Background Technology

Company, or its licensors as applicable, retains sole and exclusive ownership of all technology (including machine-learning technology), documents, information, and materials of any type, excluding the Output, developed or used by or on behalf of Company or its licensors prior to, separate from, or in the course of rendering the Service or Professional Services, and all intellectual property and proprietary rights therein (“Background Technology”). Company retains all rights, title, and interest in Usage Data (as defined below). As between the Parties, Customer owns the Output (excluding any Background Technology incorporated therein), and Customer’s Input and Output are Customer Data and Customer’s Confidential Information. Customer acknowledges that it may not have proprietary rights in Input or Output to the extent the same or similar input or output has been submitted to or generated by the AI Features for other users, and that Output may include, depend on, or be derived from open-source components whose licenses impose obligations on Customer’s use or distribution of the Output; Customer is responsible for reviewing and complying with such obligations.

6.2 Customer Data

As between Company and Customer, Customer owns its Customer Data. Customer hereby grants to Company and its applicable service providers and contractors a non-exclusive, royalty-free, sublicensable, transferable, worldwide right and license to process, host, use, copy, modify, translate, transmit, and display Customer Data solely: (a) to provide and secure the Service and Professional Services (including transmission to the Model Providers used to fulfill Customer’s requests); (b) to generate aggregated and de-identified statistics and telemetry that do not reveal Customer Data and cannot reasonably be used to identify Customer, any Authorized User, or any other person, which Company may use to operate, secure, and improve its products and services; and (c) as otherwise authorized by Customer in writing. FOR THE AVOIDANCE OF DOUBT, COMPANY WILL NOT USE CUSTOMER DATA TO TRAIN OR FINE-TUNE ANY GENERALLY AVAILABLE MACHINE-LEARNING MODEL WITHOUT CUSTOMER’S EXPRESS PRIOR WRITTEN CONSENT.

Customer is solely responsible for creating backup copies of Customer Data at its own cost (including by persisting generated work to its own repositories), and Customer acknowledges that ephemeral sandbox environments are reclaimed in the ordinary operation of the Service as described in the Documentation. Subject to the limited licenses granted herein, Company acquires no right, title, or interest in Customer Data. Customer is responsible for the accuracy, quality, and legality of Customer Data and the means by which it was acquired, and for obtaining all consents and rights required from third parties for Company to Process Customer Data as contemplated herein. Although Company has no obligation to monitor Customer’s use of the Service, Company reserves the right to refuse or remove Customer Data that it reasonably believes violates this Agreement, the Usage Policy, or applicable law, and, if Company believes criminal activity has occurred, to disclose Customer Data to comply with applicable law, legal process, or governmental requests, except to the extent prohibited by law.

6.3 Third-Party Intellectual Property

The Service may include intellectual property, including open-source software, owned by third parties and licensed under separate terms (“Third-Party Terms”). Company is not responsible for such third-party intellectual property, and Customer acknowledges that Company is not liable for losses, damages, costs, or expenses Customer may incur in connection with third-party intellectual property or Third-Party Terms.

6.4 Marks

All logos, trade names, and trademarks owned or used by Customer (“Marks”) are the property of Customer or its licensors, and Customer reserves all related rights. Company may use Customer’s Marks to identify Customer as a customer of the Service, including on Company’s public website and marketing materials, subject to any written brand guidelines Customer provides to Company. Such use shall not be deemed Customer’s endorsement of the Service, and Customer may withdraw this permission at any time by written notice to Company.

“Crios”, “Crios”, and all related stylizations, graphics, logos, service marks, and trade names used on or with the Service are trademarks of Company. Company hereby grants Customer, by default and at no charge, a limited, non-exclusive, non-transferable, revocable license to use the Crios name and logo during the Order Form Term solely to accurately identify that Customer uses the Service or that materials were built with Crios, subject to any brand guidelines Company publishes. Such use must not suggest endorsement, sponsorship, or affiliation beyond the customer relationship, and any other use of Company’s trademarks requires Company’s permission. Other trademarks appearing in the Service are the property of their respective owners.

6.5 Usage Data

Customer authorizes Company and its third-party service providers to generate data, information, insights, statistics, and telemetry related to Company’s provision of the Service and Customer’s use of the Service and associated software, systems, and technologies (“Usage Data”), subject to the limitations in Section 6.2.

6.6 Feedback

Company shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into its products and services any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or its Authorized Users relating to the features, functionality, or operation of the Service or Professional Services (“Feedback”). Feedback does not include Customer Data.

6.7 Reservation of Rights

Except as explicitly set forth in this Agreement, each Party reserves all rights in and to its respective intellectual property, and neither Party grants the other any license, express or implied, under its intellectual property rights.

6.8 Marketing

If requested by Company, Customer agrees to consider in good faith opportunities to collaborate on joint marketing relating to Customer’s use of the Service, such as testimonials, press releases, case studies, or customer references. Any such collaboration is voluntary and subject to Section 6.4.

7. Confidentiality

The Receiving Party agrees not to disclose Confidential Information to any third party except its personnel, contractors, service providers, and agents who need to know it and are bound in writing or otherwise to keep it confidential (“Representatives”). Only the Receiving Party and its Representatives may use Confidential Information, and only to exercise the Receiving Party’s rights and fulfill its obligations under this Agreement. The Receiving Party shall safeguard Confidential Information using at least the same degree of care it uses for its own confidential information, and in no event less than a reasonable degree of care. The Receiving Party may disclose Confidential Information to the extent required by law after providing reasonable notice to the Disclosing Party (where legally permitted) and shall reasonably cooperate to obtain confidential treatment. Each Party will return or destroy Confidential Information upon request.

8. Representations and Warranties; Disclaimers

8.1 Mutual Representations and Warranties

Each Party represents and warrants that: (a) it has the right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights granted herein; (b) its entry into and performance of this Agreement do not and will not breach any agreement to which it is a party; and (c) this Agreement constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms.

8.2 Company Representations and Warranties

Company represents and warrants that: (a) the Service will perform materially in accordance with the applicable Documentation; (b) Company will use commercially reasonable efforts to test the Service to detect and remediate Malicious Code; and (c) the overall functionality of the Service will not be materially decreased during an Order Form Term (collectively, the “Limited Warranties”). Company will not be liable for breach of a Limited Warranty unless Customer gives written notice explaining the breach in reasonable detail within thirty (30) days after Customer discovers or ought to have discovered it. Upon such notice, Company will use commercially reasonable efforts to correct the breach at no additional charge, and if Company fails to do so within a reasonable time, Customer may terminate the applicable Order Form in accordance with Section 5.1 and receive a pro-rata refund of any prepaid, unused fees for the non-conforming Service.

8.3 General Disclaimer

THE REMEDIES SET FORTH IN SECTION 8.2 ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND COMPANY’S ENTIRE LIABILITY FOR BREACH OF ANY LIMITED WARRANTY. EXCEPT FOR THE LIMITED WARRANTIES, COMPANY MAKES NO WARRANTY WHATSOEVER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO THE SERVICE, PROFESSIONAL SERVICES, AND ANY OUTPUT, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

8.4 AI Disclaimer

THE AI FEATURES ARE OUTPUT-GENERATION TOOLS ONLY AND DO NOT CONSTITUTE ANY WARRANTY OR GUARANTEE THAT OUTPUT WILL BE ACCURATE, SECURE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE OR USE CASE. THE LAWS AND REGULATIONS GOVERNING THE USE OF GENERATIVE AI ARE RAPIDLY EVOLVING, AND COMPANY DOES NOT GUARANTEE THAT CUSTOMER’S USE OF THE SERVICE, THE AI FEATURES, OR OUTPUT WILL COMPLY WITH APPLICABLE LAWS OR THAT FUTURE LAWS WILL NOT IMPACT CUSTOMER’S USE. COMPANY DOES NOT REPRESENT OR WARRANT THAT CUSTOMER IS THE LEGAL OWNER OF OUTPUT, THAT INPUT OR OUTPUT IS PROTECTABLE BY INTELLECTUAL PROPERTY RIGHTS, OR THAT OUTPUT DOES NOT INCORPORATE, INFRINGE, OR MISAPPROPRIATE THIRD-PARTY RIGHTS. CUSTOMER IS SOLELY RESPONSIBLE FOR (A) ENSURING ITS USE OF THE SERVICE, THE AI FEATURES, AND OUTPUT COMPLIES WITH ALL APPLICABLE LAWS AND (B) ITS USE OF THE SERVICE, THE AI FEATURES, AND ANY OUTPUT, INCLUDING DEPLOYING OUTPUT TO PRODUCTION. ALL INFORMATION INCLUDED IN OUTPUT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT PROFESSIONAL ADVICE. COMPANY DOES NOT WARRANT, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY ANY THIRD-PARTY VENDOR.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR LIABILITY ARISING UNDER SECTION 7 (CONFIDENTIALITY) OR SECTION 10 (INDEMNIFICATION): (A) NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES; AND (B) IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID AND DUE TO BE PAID TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING CAP DOES NOT APPLY TO LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A PARTY’S NEGLIGENCE OR (B) INJURY CAUSED BY A PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

10. Indemnification

10.1 Mutual Indemnification

Each Party (the “Indemnifying Party”) will indemnify, hold harmless, and defend the other Party and its officers, directors, shareholders, agents, employees, and representatives (collectively, the “Indemnified Party”) from all claims, liabilities, fines, interest, costs, expenses, and damages (collectively, “Indemnified Losses”) arising out of any third-party action alleging the gross negligence or intentional misconduct of the Indemnifying Party in connection with this Agreement; provided that the Indemnifying Party is not required to indemnify the Indemnified Party to the extent the Indemnified Losses are caused by the negligence or intentional misconduct of the Indemnified Party.

10.2 Company Indemnification

Company will defend or settle, at its own expense, any third-party action against Customer to the extent based on a claim that the Service infringes or misappropriates such third party’s intellectual property rights, and will pay damages and costs finally awarded against Customer attributable to such claim. Should the Service become, or in Company’s opinion be likely to become, the subject of such a claim, Company may, at its option: (a) procure for Customer the right to continue using the Service at no additional cost; (b) replace or modify the Service to make it non-infringing; or (c) terminate the applicable Order Form and refund any prepaid fees corresponding to the terminated period. Company has no liability hereunder for: (x) compliance with Customer’s specifications; (y) the combination, operation, or use of the Service with Customer Chosen Third-Party Products (including Model Providers configured by Customer); or (z) Customer Data or Output.

10.3 Customer Indemnification

Customer will indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, agents, partners, suppliers, licensors, successors, and assigns against any liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising from any third-party action to the extent based on a claim related to: (a) Customer Data or Customer’s use of Output; (b) Customer’s violation of this Agreement; (c) Customer’s violation of any rights of a third party; or (d) Customer’s violation of applicable laws, rules, or regulations.

10.4 Indemnification Procedures

The Indemnified Party must: (a) promptly notify the Indemnifying Party of the claim (failure to do so does not waive the obligations except to the extent of resulting prejudice); (b) give the Indemnifying Party sole control of the defense and settlement, provided that any settlement imposing a material obligation on the Indemnified Party requires its prior written consent, not to be unreasonably withheld, and the Indemnified Party may participate with counsel of its own choosing at its own expense; and (c) provide all reasonable cooperation and assistance at the Indemnifying Party’s cost.

10.5 Sole Remedy

THIS SECTION 10 SETS FORTH COMPANY’S ENTIRE LIABILITY AND OBLIGATION, AND CUSTOMER’S SOLE REMEDY, FOR ANY CLAIM OF INFRINGEMENT OR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICE.

11. Governing Law and Dispute Resolution

11.1 Governing Law

This Agreement is deemed to have been made in, and shall be construed pursuant to the laws of, Singapore, without regard to its conflict of laws provisions.

11.2 Informal Dispute Resolution

For any dispute, claim, or controversy arising out of or relating to this Agreement or the Service (a “Dispute”), the Parties agree to first attempt to resolve the Dispute informally and in good faith. To initiate this process, a Party must give written notice of the Dispute to the other Party (for Company, by email to support@crios.ai), describing the claims asserted and the relief sought. The informal resolution period lasts forty-five (45) days from receipt of a valid notice and is a mandatory precondition to commencing arbitration. Applicable limitation periods are tolled during this process.

11.3 Arbitration (SIAC)

Any Dispute not resolved informally within the 45-day period shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC in force at the time of delivery of the notice of arbitration, which rules are deemed incorporated by reference into this clause. The seat of arbitration shall be Singapore, and the language of the proceedings shall be English. The tribunal shall consist of a sole arbitrator appointed by mutual agreement of the Parties or, failing agreement within thirty (30) days from delivery of the notice of arbitration, appointed by the President of the SIAC in accordance with the SIAC Rules. The arbitrator shall award only such damages as are permitted under this Agreement. Unless the arbitrator determines otherwise in the final award, each Party bears its own legal costs and the Parties share the arbitrator’s fees equally. The award shall be final and binding, and judgment on it may be entered in any court of competent jurisdiction.

11.4 Equitable Relief

Notwithstanding anything to the contrary in this Agreement, either Party may at any time apply to a court of competent jurisdiction for an injunction or other legal or equitable relief, including to protect its Confidential Information or intellectual property.

12. Miscellaneous

12.1 Independent Contractors

The relationship between the Parties is that of independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment, or fiduciary relationship, and neither Party has authority to contract for or bind the other.

12.2 Assignment

Customer may not assign this Agreement without Company’s prior written consent, except that Customer may assign this Agreement in its entirety without consent in connection with a reorganization, consolidation, or other restructuring, or a merger or acquisition of all or substantially all of its voting securities or assets. Company may freely assign and transfer this Agreement, including any of its rights, obligations, or licenses. Non-permitted assignments are void.

12.3 Notice

All legal notices hereunder shall be in writing to the addresses set forth in the Order Form and are deemed given upon: (i) personal delivery, on the day of delivery; (ii) deposit with a recognized courier, one (1) business day after deposit for domestic deliveries or three (3) business days for international deliveries; or (iii) email to the applicable address, on the day receipt is acknowledged. If the email address Customer provides is invalid or undeliverable, Company’s dispatch of the notice email nonetheless constitutes effective notice.

12.4 Construction

If any provision of this Agreement is found unenforceable, it will be interpreted to best accomplish the Parties’ intended purpose. In this Agreement, “including” means “including without limitation”, and headings are for convenience only.

12.5 Trade and Export Compliance

Customer is solely responsible for ensuring that its use of the Service complies with applicable trade laws, including sanctions and export control laws of Singapore, the United Nations, the United States, and the European Union, as applicable. Customer’s Input may not include material or information that requires a government license for release or export. Customer represents and warrants that Customer and its Authorized Users are not located in any comprehensively embargoed jurisdiction and are not identified on any applicable restricted-party list, and that Customer will comply with applicable export control laws, including any know-your-customer requirements applicable to Customer’s users.

12.6 Waiver and Amendments

Amendments must be in writing and signed by both Parties. Waivers must be signed by the waiving Party, and one waiver will not imply any future waiver.

12.7 Severability

If any provision of this Agreement is found unenforceable or invalid, that provision will be modified and interpreted to achieve its objectives to the greatest extent permitted by law, and the remaining provisions remain in full force and effect.

12.8 Force Majeure

Neither Party will be in default or otherwise liable for any delay or failure of performance (other than payment obligations) arising from any cause beyond its reasonable control, including acts of God, earthquakes, floods, fires, epidemics, riots, or failures or delays in transportation or communications. The time for performance shall be extended for a period equal to the time lost by reason of the delay.

12.9 Electronic Notice

Communications between the Parties may take place electronically. For contractual purposes, Customer: (i) consents to receive communications from Company in electronic form; and (ii) agrees that all terms, agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

12.10 Entire Agreement

This Agreement (including all Order Forms and the DPA) is the Parties’ entire agreement regarding its subject matter and supersedes all previous agreements and communications (written or oral) relating to it.

Contact

Questions about this Agreement, sales inquiries, and Order Forms: support@crios.ai.

Crios Pte. Ltd.
20 Cecil Street, #05-03 Plus, Singapore 049705
Email: support@crios.ai