Customer Product Terms

Definitions “CPN” means ClearPoint Nexus, operated by ClearPointLogic LLC. “Customer” or “you” means the individual or entity purchasing or using a CPN product. “Licensed User” means the single named individual designated by the Customer to use a skill, bundle, or Pro subscription license under these Terms. “Skill” means a production-ready AI workflow package sold by CPN as an individual product or as part of a bundle. “Bundle” means a curated collection of skills sold together as a single purchase. “Pro Subscription” means CPN’s annual subscription providing access to the full skill catalog, including all skill updates and new skills released during the active term. “Self-Hosted Agent” means a Premium Agent product delivered as a deployable package (e.g., Docker container) purchased under a one-time perpetual license. “CPN-Hosted Agent” means a Premium Agent product operated by CPN on managed infrastructure and billed on a recurring basis. (Coming soon - terms to be added via Hosted Services Addendum before launch.) “Output” means any content, report, analysis, or other material generated by a Customer through the use of CPN skills or agents. “Accessed or Installed” means any affirmative act by the Licensed User to retrieve, download, install, or otherwise obtain a skill or skill version from the CPN platform during an active subscription term. “Material Change” means any modification to these Terms that affects pricing, license scope, refund terms, data handling, or dispute resolution. “Non-Material Change” means any modification to these Terms that does not constitute a Material Change, including typographical corrections, clarifications, formatting updates, or the addition of new product descriptions.

License Grant

Individual Skill and Bundle License CPN grants Customer a non-exclusive, non-transferable, limited license for a single Licensed User to use each purchased skill solely for: - the Licensed User’s own internal business purposes; and - producing work product delivered to the Licensed User’s own clients. Each bundle purchase grants the same license described above for each individual skill included in the bundle. No additional or broader rights are granted by purchasing a bundle. This license does not transfer ownership of any skill or underlying intellectual property to Customer.

Pro Subscription License During an active Pro Subscription term, CPN grants Customer a non-exclusive, non-transferable license for a single Licensed User to access, install, and use: - all skills currently available in the CPN catalog; - all updates to existing skills released during the active term; and - all new skills added to the catalog during the active term. Upon expiration or cancellation of the Pro Subscription without termination for cause, the Licensed User retains a perpetual, non-exclusive, limited license to use only those skill versions that were Accessed or Installed during the active subscription term. No further downloads, updates, or new skills may be accessed following expiration without an active subscription. Perpetual license rights apply to skill versions as they existed at the time of access or installation. CPN does not guarantee ongoing availability, compatibility, or functionality of perpetually licensed skill versions as third-party AI model APIs, platform dependencies, or underlying technology evolve over time.

Self-Hosted Agent License CPN grants Customer a non-exclusive, non-transferable, perpetual license for a single Licensed User to deploy and operate the applicable self-hosted agent within Customer’s own infrastructure. CPN provides no hosting, uptime guarantee, or data management obligations for self-hosted deployments.

CPN-Hosted Agent License Hosted agent terms will be published in a separate Hosted Services Addendum before launch. Until that addendum is published, hosted agents are not generally available for purchase.

User and Seat Rules

Named User Each license (skill, bundle, Pro Subscription, or self-hosted agent) is granted to a single named Licensed User. Simultaneous use by multiple individuals under a single license is not permitted.

Internal Reassignment Customer may reassign a license to a different employee or contractor within the same organization upon the departure or role change of the current Licensed User, subject to the following: - reassignment applies only to one individual at a time; - the prior Licensed User’s access must be terminated before the new Licensed User activates; - Customer is responsible for ensuring the new Licensed User complies with these Terms.

No Outside Transfer Licenses may not be transferred to any individual or entity outside of Customer’s organization. Attempted outside transfers are void and constitute a material breach.

Permitted Use Customer may use CPN skills and agents for: - Customer’s own internal business operations; - producing deliverables, reports, analyses, and other work product for Customer’s own clients, provided that the skills and agents themselves are not made available to or operated by those clients. Customer may not permit any third party - including clients, partners, or affiliates - to directly access, operate, or use CPN skills or agents, whether through sub-licensing, white-labeling, redistribution, or any other means.

Restrictions and Prohibited Use Customer shall not, directly or indirectly: (a) License violations - resell, redistribute, or transfer any skill, agent, or Output to any third party; - white-label, rebrand, or present any CPN skill or agent as Customer’s own product; - sub-license or grant access to any CPN skill or agent to clients, partners, affiliates, or any third party; - circumvent, disable, or interfere with any license control, access restriction, watermark, or authentication mechanism; - reverse engineer, decompile, disassemble, or attempt to extract the underlying prompts, logic, framework, or architecture of any CPN skill or agent; (b) AI training and competitive use - train, fine-tune, develop, benchmark, or evaluate any AI model using CPN content, Outputs, skill prompts, or platform data, without express prior written consent from CPN; (c) AI-specific high-risk uses - use AI-generated Outputs as a substitute for professional medical diagnosis, treatment, or healthcare advice; - use AI-generated Outputs as legal advice delivered to third parties; - use AI-generated Outputs as regulated financial, investment, or tax advice to third parties; - use AI-generated Outputs, without appropriate human review and legal compliance, to make or inform employment, credit, insurance, or other consequential decisions about individuals; - deploy AI-generated Outputs in autonomous systems where failure could result in physical, financial, or legal harm without appropriate human oversight; (d) Platform misuse - infringe or misappropriate the intellectual property rights of any third party through use of CPN products; - generate, distribute, or amplify disinformation, synthetic media, or misleading content intended to deceive at scale; - conduct unauthorized surveillance, profiling, or monitoring of individuals without their consent; (e) Legal compliance - use CPN products for any purpose prohibited by applicable local, state, federal, or international law or regulation, including without limitation export control laws, data protection and privacy laws, consumer protection laws, and anti-discrimination laws.

Intellectual Property

CPN Ownership ClearPoint Nexus and its licensors retain all right, title, and interest in and to all skills, agents, platform technology, adapters, prompts, frameworks, and all other underlying intellectual property. No ownership rights are transferred to Customer under these Terms. Customer receives only the limited license rights expressly stated herein.

Customer Output Ownership As between CPN and Customer, Customer retains all right, title, and interest in and to all Outputs generated by Customer through use of CPN products. CPN makes no claim of ownership in Customer- generated Outputs. No attribution to CPN is required for any use or publication of Customer Outputs.

CPN Data License Customer grants CPN a limited, non-exclusive, royalty-free license to use de-identified and aggregated data derived from Customer’s use of the CPN platform solely for internal purposes of product improvement, quality assurance, platform benchmarking, and development. CPN shall not use individually identifiable Customer data or client data for this purpose. CPN shall not sell, share, or disclose individual Customer Output data to any third party.

Restrictions on Reverse Engineering Customer shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive or extract the underlying prompts, logic, model configurations, system instructions, or technical architecture of any CPN skill or agent. Any attempt to do so constitutes a material breach of these Terms.

Pricing, Payment, and Renewals

Individual Skills and Bundles Individual skills and bundles are sold as one-time purchases. All fees are due at the time of purchase.

Pro Subscription - Billing and Renewal The Pro Subscription is billed in advance on an annual basis at the price displayed at checkout. By purchasing Pro, Customer authorizes CPN and its payment processor to automatically renew the subscription at the end of each annual billing period using the payment method on file, unless canceled before renewal. CPN will send an advance renewal reminder by email at least thirty (30) days before the annual renewal date. Customers may cancel renewal at any time before the renewal date through the account portal or by contacting support@clearpointnexus.com. If not canceled before the renewal date, the subscription will renew for an additional one-year term at the then-current annual Pro Subscription price and these Terms in effect at the time of renewal.

No Refunds for Current Billing Period Cancellation of a Pro Subscription stops future renewals only. No refunds are provided for the current billing period except as expressly stated in these Terms.

Self-Hosted Agent Pricing Self-hosted agents are sold as one-time purchases at the applicable tier price. All fees are due at the time of purchase.

Upgrade Pricing CPN may offer discounted pricing to Customers who purchase a bundle after having purchased one or more individual skills in that bundle, or to Customers purchasing a Pro Subscription after having purchased one or more bundles. Upgrade pricing is a commercial discount applied at checkout and does not create any additional license rights beyond those granted for the upgraded product.

Refund Policy All sales are final. CPN does not offer refunds on individual skills, bundles, Pro Subscriptions, or self- hosted agent licenses. All products are digital goods delivered immediately upon purchase. CPN does not issue refunds for change of mind, buyer’s remorse, inability to integrate, or platform incompatibility discovered after purchase. In the event of a verified technical defect that CPN is unable to resolve within a commercially reasonable time (not to exceed thirty (30) days), CPN may, in its sole discretion, issue a partial or full credit or refund. This provision does not create an obligation to issue any refund and does not apply to subscription fees already earned for periods of access already provided. Chargebacks: If Customer initiates a chargeback or payment dispute with their payment provider in bad faith - meaning in circumstances where no valid basis for the dispute exists under these Terms - CPN may treat such action as a material breach, suspend Customer’s account, and pursue all available remedies including recovery of associated fees and costs. Notwithstanding the foregoing, prorated refunds may be issued to Pro Subscribers who cancel due to rejection of Material Changes to these Terms in accordance with Section 15.2.

AI Output Disclaimer CPN does not warrant the accuracy, completeness, fitness for purpose, or reliability of any Output generated through its skills, agents, or platform. All AI-generated content is provided as-is. Customers are solely responsible for reviewing, validating, verifying, and determining the appropriateness of any Output before relying on it for any purpose. AI-generated Outputs must not be used as a substitute for: - professional legal advice provided by a licensed attorney; - professional medical diagnosis, treatment, or clinical advice provided by a licensed healthcare professional; - regulated financial, investment, or tax advice provided by a licensed professional; - safety-critical engineering or systems decisions where AI output failure could cause physical harm. CPN expressly disclaims any liability arising from Customer reliance on AI-generated Outputs.

Disclaimer of Warranties TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CPN PROVIDES ALL PRODUCTS, SERVICES, AND PLATFORM ACCESS ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF AI-GENERATED OUTPUTS, OR UNINTERRUPTED AVAILABILITY. CPN EXPRESSLY DISCLAIMS ANY WARRANTY THAT ITS PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS OR THAT AI-GENERATED OUTPUTS WILL BE ERROR-FREE, ACCURATE, OR APPROPRIATE FOR ANY SPECIFIC USE CASE. No support, maintenance, or compatibility commitment is made with respect to perpetual licenses for individual skills or self-hosted agents, except as expressly stated in a separate support agreement.

Limitation of Liability

Liability Cap TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CPN’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ANY CLAIMS ARISING UNDER OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO CPN IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Consequential Damages Exclusion IN NO EVENT SHALL CPN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE PRODUCTS OR SERVICES, EVEN IF CPN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

AI Output Liability CPN SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM CUSTOMER RELIANCE ON AI- GENERATED OUTPUTS, INCLUDING ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON SUCH OUTPUTS.

Indemnification

Customer Indemnification of CPN Customer shall indemnify, defend, and hold harmless CPN and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s use or misuse of CPN products; (b) Customer’s violation of these Terms or the Acceptable Use Policy; (c) Customer’s violation of any applicable law or third-party right; or (d) any Output generated by Customer through CPN products.

CPN Indemnification of Customer CPN shall indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that CPN’s skills or agents, as delivered by CPN and used by Customer in accordance with these Terms, infringe any third-party intellectual property right.

Indemnification Carve-Outs Neither party’s indemnification obligations apply to claims arising from: (a) the indemnified party’s own gross negligence or willful misconduct; (b) the indemnified party’s material breach of these Terms; or (c) modifications to CPN products made by Customer without CPN’s authorization. Customer modifications to CPN skills or agents are expressly excluded from CPN’s indemnification obligation under Section 12.2.

Indemnification Procedure The indemnified party shall: (a) promptly notify the indemnifying party of any claim; (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without prior written consent.

Enforcement, Suspension, and Termination

Termination for Cause CPN may suspend or terminate Customer’s access immediately upon any of the following: - violation of the license restrictions in Section 5, including unauthorized redistribution, reverse engineering, or AI training use; - violation of the Acceptable Use Policy; - fraud or initiation of chargebacks in bad faith; - non-payment of fees following the grace period described in Section 13.2.

Non-Payment Grace Period In the event of a failed Pro Subscription renewal payment, CPN will notify Customer by email on day 1, day 5, and day 7 of non-payment. If payment is not received within seven (7) days of the failed charge, CPN may suspend or terminate the subscription. Customer remains responsible for all fees accrued prior to termination.

Effect of Termination - General Upon termination for cause, all active access rights granted under these Terms terminate immediately. Customer must cease all use of CPN products. Perpetual License Survival: Notwithstanding the foregoing, perpetual license rights previously vested under Section 2.1 (individual skill and bundle licenses) or Section 2.2 (Pro Subscription post-expiry rights) shall survive termination for cause, except where termination is based on fraud, bad-faith chargeback, or misappropriation or infringement of CPN intellectual property. In such cases, all license rights, including any perpetual rights, are immediately revoked.

Remedies Customer acknowledges that any breach of the license restrictions or prohibited use provisions would cause irreparable harm to CPN for which monetary damages would be an inadequate remedy. Accordingly, CPN shall be entitled to seek injunctive or other equitable relief without the requirement of posting bond or other security, in addition to all other remedies available at law or in equity.

Governing Law and Dispute Resolution

Governing Law These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles.

Dispute Resolution - Arbitration Except as provided in Section 14.3, any dispute arising out of or relating to these Terms or Customer’s use of CPN products shall be resolved by binding arbitration administered by JAMS (or a mutually agreed-upon arbitration service) in accordance with its then-current rules. Arbitration shall take place in Nashville, Tennessee or via remote proceeding. The arbitrator’s decision shall be final and binding and may be enforced in any court of competent jurisdiction. PRE-ARBITRATION NOTICE: Before initiating arbitration, the complaining party shall provide the other party with written notice describing the dispute in reasonable detail and the relief sought. The parties shall attempt to resolve the dispute informally for thirty (30) days following such notice before either party may initiate formal arbitration proceedings. CLASS ACTION WAIVER: Customer waives any right to bring or participate in any class action, collective action, or representative proceeding in connection with any dispute arising under these Terms. ARBITRATION OPT-OUT: You may opt out of the arbitration agreement within thirty (30) days of first agreeing to these Terms by sending written notice to support@clearpointnexus.com with the subject line “Arbitration Opt-Out” and your name and account email. Opting out of arbitration does not affect any other provision of these Terms and does not affect CPN’s ability to seek injunctive relief for IP violations.

Small Claims Carve-Out Either party may bring an eligible dispute in small claims court in the Customer’s jurisdiction in lieu of arbitration, provided the dispute falls within that court’s jurisdictional limits and the party does not seek relief beyond what is available in small claims court.

General Terms

Entire Agreement These Terms, together with the Acceptable Use Policy, AI Use and Output Disclosure, Privacy Policy, and any applicable Addenda referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings, whether written or oral.

Modification of Terms CPN may modify these Terms from time to time. The following notice periods apply: Material Changes (changes to pricing, license scope, refund terms, data handling, or dispute resolution): CPN will provide at least thirty (30) days’ advance written notice by email before a Material Change takes effect. Non-Material Changes (typographical corrections, clarifications, formatting, new product additions): CPN will provide at least fourteen (14) days’ advance written notice by email before a Non-Material Change takes effect. Effect on Existing Customers: - Customers holding perpetual licenses (individual skills, bundles, self- hosted agents) are grandfathered under the version of these Terms in effect at the time of their purchase with respect to the rights granted by that license. New terms apply to any new purchases. - Active Pro Subscribers who do not accept updated terms may cancel their subscription before the effective date of the change and receive a prorated refund for the unused portion of their current annual billing period. Continued use of CPN products after the effective date of any change constitutes acceptance of the updated Terms.

Severability If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Waiver Failure by either party to enforce any provision of these Terms on any occasion shall not constitute a waiver of that party’s right to enforce such provision on any other occasion or to enforce any other provision of these Terms.

Force Majeure Neither party shall be liable to the other for any delay or failure to perform its obligations under these Terms to the extent such delay or failure is caused by events beyond the party’s reasonable control, including but not limited to acts of God, natural disasters, government actions, internet or telecommunications infrastructure failures, or outages of third-party AI model providers upon which CPN products depend. CPN will use commercially reasonable efforts to notify Customers of any material service disruption caused by such events.

Eligibility CPN products are available to individuals who are at least eighteen (18) years of age. By purchasing or using any CPN product, you represent that you are at least 18 years old and have the legal capacity to enter into a binding agreement. If you are purchasing on behalf of a business or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and “Customer” shall refer to that entity.

Export Compliance and Eligibility CPN products are available worldwide except in jurisdictions subject to applicable US export controls or sanctions administered by the Office of Foreign Assets Control (OFAC) or other applicable government authorities. By purchasing or using CPN products, Customer represents and warrants that: (a) Customer is not located in, or acting on behalf of any person or entity located in, a country or territory that is subject to US government sanctions or export controls; (b) Customer is not named on any US government restricted party list, including OFAC’s Specially Designated Nationals and Blocked Persons List or the US Department of Commerce Denied Persons List; (c) Customer is legally permitted to purchase and use software products under applicable law; and (d) Customer will comply with all applicable laws in connection with its use of CPN products.

Third-Party Components CPN skills and agents may utilize third-party AI model APIs and open-source libraries. Use of CPN products is subject to the terms of such third-party providers to the extent applicable. CPN makes no representations regarding the continued availability of any third-party AI model or API.

Contact ClearPointLogic LLC Tennessee, United States support@clearpointnexus.com