Master Subscription Agreement

Preamble

This Master Subscription Agreement (this "MSA" or "Agreement") is entered into between Athena Agentic, Inc., a Delaware corporation with its principal place of business at [Athena Agentic entity address, to confirm] ("Athena Agentic", "we", "us", or "our"), and the legal entity identified on the applicable Order Form ("Customer", "you", or "your"). Athena Agentic and Customer are each a "party" and together the "parties."

This Agreement governs Customer's access to and use of the Athena Agentic Platform: Athena Agentic's agentic artificial-intelligence platform for security operations, comprising the Aegis autonomous detection and response engine, the Vigil 24/7 agentic security-operations-centre service, and the Citadel security-technology-management service, together with related software, applications, agents, models, application programming interfaces, integrations, Documentation, and professional and support services (collectively, the "Platform" or the "Services").

By executing an Order Form that references this Agreement, by clicking "I accept" or a similar control, or by accessing or using the Platform, Customer agrees to be bound by this Agreement. If the individual accepting this Agreement is doing so on behalf of an entity, such individual represents and warrants that they have the authority to bind that entity, and references to "Customer" are to that entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Platform.

This Agreement does not govern use of the Athena Agentic public website at athenaagentic.com, which is governed by the separate Terms of Service.

1. Definitions

Capitalised terms used in this Agreement have the meanings set out below. Terms defined in the singular include the plural and vice versa.

1.1 "Acceptable Use Policy" or "AUP" means Athena Agentic's then-current Acceptable Use Policy applicable to the Platform, as referenced in and incorporated into this Agreement and as updated from time to time in accordance with Section 2.4.

1.2 "Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means ownership of more than fifty percent (50%) of the voting interests of the subject entity or the power to direct its management.

1.3 "Aggregated Data" means data and information that Athena Agentic derives, compiles, aggregates, or generates from the operation of the Platform across multiple customers, deployments, or data sources, in a manner that does not directly identify Customer or any individual and is not attributable to Customer. Aggregated Data includes statistical, analytical, benchmarking, threat-intelligence, and model-training data sets.

1.4 "Anonymised Data" means Customer Data or Platform Data that has been irreversibly stripped, de-identified, or transformed by Athena Agentic such that it no longer identifies, and cannot reasonably be used to identify, Customer or any natural person, and that is no longer "personal data," "personal information," or an equivalent regulated category under applicable Data Protection Laws.

1.5 "Applicable Law" means all laws, statutes, regulations, rules, directives, orders, and binding requirements of any governmental or regulatory authority that apply to a party's performance under this Agreement, including Data Protection Laws, export-control and sanctions laws, and anti-bribery and anti-corruption laws.

1.6 "Authorised User" means an employee, contractor, agent, or other individual whom Customer authorises to access and use the Platform on Customer's behalf, who is subject to obligations no less protective than those in this Agreement, and whose access is within the scope, user counts, and entitlements set out in the applicable Order Form.

1.7 "Confidential Information" has the meaning given in Section 11.1.

1.8 "Customer Content" means the configurations, rules, playbooks, queries, detections, policies, prompts, instructions, annotations, reports, workflows, and other materials that Customer or its Authorised Users create, author, upload, or input into the Platform, excluding Customer Data, the Platform, and Platform Data.

1.9 "Customer Data" means all electronic data, records, files, telemetry, logs, content, and information that Customer or its Authorised Users (or Customer's systems, endpoints, networks, or third-party tools at Customer's direction) submit to, transmit to, or make available to the Platform, or that the Platform collects from Customer's designated environment on Customer's behalf, for processing by the Platform. Customer Data includes Customer personal data but excludes Aggregated Data, Anonymised Data, Derived Data, and Platform Data.

1.10 "Data Processing Agreement" or "DPA" means the Data Processing Agreement executed between the parties (or made available by Athena Agentic and incorporated by reference) governing the Processing of Customer personal data, together with its standard contractual clauses, transfer mechanisms, sub-processor terms, and security schedules.

1.11 "Data Protection Laws" means all Applicable Laws governing the Processing, privacy, security, or protection of personal data, including the EU General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), the UK GDPR, the California Consumer Privacy Act as amended by the California Privacy Rights Act ("CCPA/CPRA"), and other applicable U.S. state, Canadian, Australian, and international privacy laws.

1.12 "Derived Data" means data, insights, inferences, scores, classifications, detections, models, model weights and parameters, signatures, indicators, statistics, and other information that Athena Agentic generates, derives, learns, or develops through the operation of the Platform, including through the application of artificial-intelligence and machine-learning techniques to Customer Data, Telemetry Data, and Usage Data. Derived Data does not include Customer Data in its original form.

1.13 "Documentation" means Athena Agentic's then-current user guides, technical documentation, operating manuals, and usage policies for the Platform that Athena Agentic makes generally available to its customers, as updated from time to time.

1.14 "Order Form" means an ordering document, online order, statement of work, or quote that references this Agreement and is executed or accepted by both parties, specifying the Services ordered, the subscription scope and tier, the number of Authorised Users or other usage metrics, the Subscription Term, the Fees, and any Service-specific terms.

1.15 "Output" means any analysis, detection, alert, recommendation, prioritisation, summary, report, response action, content, or other result generated by the Platform (including by Aegis, Vigil, or Citadel and any AI agent or model) in response to Customer Data, Customer Content, prompts, or instructions.

1.16 "Platform Data" means all data, software, models, algorithms, methodologies, threat intelligence, signatures, rule sets, telemetry schemas, configurations, and content comprising or generated by the Platform that is owned or licensed by Athena Agentic, including Derived Data, Aggregated Data, and Anonymised Data. Platform Data excludes Customer Data and Customer Content.

1.17 "Platform IP" means all Intellectual Property Rights in and to the Platform, the Services, the Documentation, Platform Data, Output (other than Customer Data and Customer Content embedded therein), Athena Agentic's models, agents, algorithms, methodologies, and all improvements, enhancements, and derivative works thereof.

1.18 "Intellectual Property Rights" means all patent rights, copyrights, moral rights, trademark and service-mark rights, trade-secret rights, database rights, and all other intellectual-property and proprietary rights, whether registered or unregistered, throughout the world.

1.19 "Process" or "Processing" means any operation performed on data, including collection, recording, organisation, structuring, storage, adaptation, retrieval, use, disclosure, transmission, combination, restriction, erasure, or destruction.

1.20 "Security Overview" means Athena Agentic's then-current description of the technical and organisational security measures applicable to the Platform, as referenced in the DPA and made available to Customer.

1.21 "Service Level Agreement" or "SLA" means Athena Agentic's then-current Service Level Agreement applicable to the Platform, including availability commitments, support tiers, response and resolution targets, and any service credits, as referenced in and incorporated into this Agreement.

1.22 "Subscription Term" means the period during which Customer is authorised to access and use the Services as specified in the applicable Order Form, comprising the Initial Subscription Term and any Renewal Terms.

1.23 "Telemetry Data" means security telemetry, event logs, alerts, network-flow data, endpoint signals, asset and inventory data, vulnerability data, and similar operational data ingested by, generated within, or collected by the Platform in the course of providing the Services.

1.24 "Usage Data" means data relating to Customer's and its Authorised Users' access to and use of the Platform, including log data, feature-usage data, performance and diagnostic data, configuration metadata, and operational metrics, excluding the substantive content of Customer Data and Customer Content.

2. Agreement Structure and Order of Precedence

2.1 Structure. This Agreement consists of (a) this MSA; (b) each Order Form; (c) the Data Processing Agreement; (d) the Service Level Agreement; (e) the Acceptable Use Policy; and (f) any other policies, schedules, exhibits, or documents expressly referenced in and incorporated into this MSA or an Order Form (together, the "Referenced Policies"). Each of the foregoing is incorporated into and forms part of this Agreement.

2.2 Incorporation by Reference. The DPA, SLA, AUP, Security Overview, and other Referenced Policies are incorporated into this Agreement by reference with the same force and effect as if set out in full. Customer acknowledges that it has had the opportunity to review each Referenced Policy and that its access to and use of the Platform is conditioned on compliance with them.

2.3 Order of Precedence. In the event of a conflict or inconsistency among the documents comprising this Agreement, the following order of precedence governs, solely with respect to the subject matter of the conflict:

(a) the DPA, with respect to the Processing of Customer personal data and data-protection matters;

(b) the applicable Order Form, with respect to commercial terms, scope, and any term expressly stated to supersede the MSA and identified by specific section reference;

(c) this MSA;

(d) the SLA;

(e) the AUP; and

(f) the remaining Referenced Policies and Documentation.

An Order Form supersedes the MSA only where it expressly states an intent to do so and identifies the specific MSA provision being modified; general or pre-printed terms on a Customer purchase order or vendor-onboarding portal do not modify this Agreement and are of no force or effect.

2.4 Updates to Referenced Policies. Athena Agentic may update the SLA, AUP, Security Overview, and Documentation from time to time to reflect changes in the Platform, security practices, the threat landscape, or Applicable Law, provided that Athena Agentic will not materially diminish the overall security of the Platform or the service levels during a paid Subscription Term. Material changes to the DPA are governed by the DPA's amendment provisions.

3. Subscription and Licence Grant

3.1 Subscription Grant. Subject to Customer's compliance with this Agreement and payment of the applicable Fees, Athena Agentic grants Customer, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable (except to Authorised Users as set out herein), revocable right to access and use the Services and the Documentation solely:

(a) for Customer's internal business operations in its own security operations;

(b) within the scope, subscription tier, usage metrics, user counts, and entitlements set out in the applicable Order Form; and

(c) in accordance with this Agreement, the AUP, and the Documentation.

3.2 Authorised Users. Customer may permit its Authorised Users to access and use the Services within the scope of Section 3.1. Customer is responsible for: (a) ensuring that each Authorised User complies with this Agreement; (b) all acts and omissions of its Authorised Users; and (c) any access to or use of the Services through Customer's accounts or credentials. Login credentials are for designated individual Authorised Users and may not be shared. Customer must not exceed the user counts or usage metrics in the Order Form; usage in excess of entitlements may be invoiced in accordance with Section 9.

3.3 Service Descriptions. Unless otherwise specified in an Order Form:

• Aegis provides autonomous and semi-autonomous detection, investigation, and response capabilities, including the ability, subject to the autonomous-action controls in Section 7, to recommend or take configured response actions in Customer's designated environment.
• Vigil provides a 24/7 agentic security-operations-centre service combining the Platform's AI agents with human-supervised monitoring, triage, escalation, and response support.
• Citadel provides security-technology-management capabilities, including configuration management, posture assessment, and orchestration across Customer's security tooling.

3.4 Affiliates. Customer's Affiliates may use the Services under this Agreement only if named on an Order Form or pursuant to a separate Order Form referencing this Agreement, in which case Customer is responsible for each such Affiliate's compliance and remains jointly and severally liable for their acts and omissions.

3.5 Trials, Betas, and Evaluations. Athena Agentic may make trial, beta, pilot, preview, or evaluation features available ("Beta Services"). Beta Services are provided AS IS, may be modified or discontinued at any time, are excluded from the SLA and from the warranties in Section 12, and may be subject to additional terms. To the maximum extent permitted by Applicable Law, Athena Agentic's liability for Beta Services is excluded.

3.6 Reservation of Rights. Except for the limited rights expressly granted in this Agreement, no rights, licences, or interests are granted to Customer, by implication, estoppel, or otherwise. All rights not expressly granted are reserved by Athena Agentic and its licensors.

4. Access, Acceptable Use, and Restrictions

4.1 Acceptable Use Policy. Customer's and its Authorised Users' access to and use of the Platform is subject to the AUP, which is incorporated by reference. Customer is responsible for ensuring that its Authorised Users comply with the AUP. A breach of the AUP is a breach of this Agreement.

4.2 General Restrictions. Customer must not, and must not permit any Authorised User or third party to:

(a) copy, modify, translate, or create derivative works of the Platform, Documentation, or any Platform IP, except as expressly permitted;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive or discover the source code, object code, underlying structure, architecture, algorithms, models, model weights, or methodologies of the Platform, except to the extent this restriction is expressly prohibited by Applicable Law;

(c) extract, replicate, reconstruct, or attempt to extract or reconstruct the Platform's models, model weights, parameters, training data, prompts, system prompts, agent configurations, or decision logic, including through model-extraction, model-inversion, membership-inference, prompt-extraction, or scraping techniques;

(d) use the Platform, Output, Platform Data, or Documentation to train, develop, improve, or benchmark any artificial-intelligence or machine-learning model, product, or service that competes with the Platform, or to develop or assist in developing any product or service competitive with the Platform;

(e) access or use the Platform for the purpose of building a competitive or substitute product or service, or for competitive analysis, benchmarking, or replication of Platform capabilities;

(f) sublicense, resell, rent, lease, lend, distribute, time-share, or operate the Platform as a service bureau or for the benefit of any third party, except as expressly permitted in an Order Form;

(g) remove, obscure, or alter any proprietary notices, marks, or labels on the Platform or Documentation;

(h) circumvent, disable, or interfere with any security, access-control, usage-metering, rate-limiting, or authentication features of the Platform;

(i) probe, scan, penetration-test, or test the vulnerability of the Platform, or attempt to gain unauthorised access to the Platform or its underlying systems, except with Athena Agentic's prior written authorisation and within an agreed scope;

(j) introduce or transmit any malicious code, virus, or harmful component to the Platform, or use the Platform to store or transmit infringing, unlawful, or tortious material in violation of third-party rights;

(k) use the Platform in violation of Applicable Law, including Data Protection Laws, export-control laws, or sanctions; or

(l) use the Platform in any manner not expressly authorised by this Agreement, the AUP, or the Documentation.

4.3 Relationship to Security Testing. Customer acknowledges that the Platform is a security product and that certain activities that might otherwise be characterised as "testing" (including adversarial probing of the Platform's AI models) are restricted under Section 4.2 because they can compromise the integrity of detections relied upon by other customers. Authorised, scoped security testing of Customer's own designated environment using the Platform is permitted.

4.4 Suspension for Cause. Without limiting Section 10, Athena Agentic may suspend Customer's or any Authorised User's access to the Platform, in whole or in part, immediately and without liability, where Athena Agentic reasonably determines that: (a) continued access poses a security risk to the Platform, Athena Agentic, or other customers; (b) Customer or an Authorised User is in material breach of Section 4 or the AUP; (c) Customer's use threatens the integrity, availability, or performance of the Platform; or (d) suspension is required by Applicable Law or legal process. Athena Agentic will use commercially reasonable efforts to provide advance notice and to limit the scope and duration of any suspension to that reasonably necessary, and will restore access promptly once the cause is resolved.

5. Customer Obligations and Responsibilities

5.1 Lawful Data and Authorisations. Customer represents, warrants, and covenants that:

(a) it has and will maintain all rights, consents, authorisations, licences, and legal bases necessary to provide Customer Data and Customer Content to the Platform and to authorise Athena Agentic's Processing of them as contemplated by this Agreement and the DPA;

(b) Customer Data and Customer Content, and Athena Agentic's Processing of them in accordance with Customer's instructions, do not and will not infringe, misappropriate, or violate any third-party Intellectual Property Rights, privacy rights, or other rights, or any Applicable Law;

(c) it is entitled to direct the monitoring, collection, and response activities performed by the Platform within its designated environment, including with respect to any endpoints, networks, accounts, and users monitored; and

(d) where Customer Data includes personal data, Customer has provided all notices and obtained all consents or established all other legal bases required under Data Protection Laws.

5.2 Designated Environment. Customer is responsible for: (a) provisioning, configuring, and maintaining its systems, networks, endpoints, integrations, and third-party tools (the "Customer Environment") necessary to use the Services; (b) the accuracy, scope, and completeness of the connections and data sources it configures; and (c) ensuring that the Platform's deployment in and access to the Customer Environment is properly authorised and scoped. Athena Agentic is not responsible for any failure of the Services arising from the Customer Environment or from data sources outside Athena Agentic's control.

5.3 Security of Credentials and Access. Customer is responsible for: (a) maintaining the confidentiality and security of all account credentials, API keys, and authentication tokens; (b) configuring access controls, roles, and permissions appropriately; (c) promptly notifying Athena Agentic at Support@athenaagentic.com of any suspected or actual unauthorised access to or use of the Platform through Customer's accounts; and (d) all activities that occur under Customer's accounts, whether or not authorised by Customer.

5.4 Cooperation. Customer will provide reasonable cooperation, information, access, and resources necessary for Athena Agentic to provide the Services, including timely responses to escalations and reasonable access for Vigil and incident-response activities. Athena Agentic's obligations are conditioned on Customer's performance of its responsibilities under this Section 5.

5.5 Compliance by Authorised Users. Customer will ensure that all Authorised Users comply with this Agreement and will be liable for their acts and omissions as if they were Customer's own.

6. Customer Data

6.1 Ownership of Customer Data and Customer Content. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data and Customer Content, including all Intellectual Property Rights therein. This Agreement does not transfer ownership of Customer Data or Customer Content to Athena Agentic.

6.2 Licence to Athena Agentic. Customer grants Athena Agentic and its sub-processors a worldwide, non-exclusive, royalty-free licence, during the Subscription Term and for the limited post-termination period set out in Section 6.7, to host, store, copy, transmit, display, process, analyse, and otherwise use Customer Data and Customer Content solely as necessary to:

(a) provide, maintain, secure, and support the Services to Customer in accordance with this Agreement, the DPA, the Documentation, and Customer's instructions;

(b) prevent, detect, investigate, and respond to security incidents, threats, fraud, and abuse affecting the Platform or Customer;

(c) comply with Applicable Law and respond to lawful requests; and

(d) generate, develop, and use Derived Data, Aggregated Data, and Anonymised Data to operate, secure, improve, and develop the Platform and Athena Agentic's products and services, including improving detection efficacy and model performance, as further described in Section 6.3.

6.3 Service Improvement; Aggregated and Anonymised Data. Athena Agentic may use Customer Data, Telemetry Data, and Usage Data to create Derived Data, Aggregated Data, and Anonymised Data, and may use such Derived Data, Aggregated Data, and Anonymised Data for any lawful business purpose, including to operate, secure, maintain, analyse, benchmark, improve, and develop the Platform, its models, and Athena Agentic's products and services, and to generate threat intelligence. Athena Agentic will ensure that:

(a) Aggregated Data and Anonymised Data do not directly identify Customer, any Authorised User, or any natural person, and are not presented in a manner attributable to Customer;

(b) any use of Customer personal data for these purposes is performed in accordance with the DPA and Data Protection Laws; and

(c) Athena Agentic does not sell Customer Data and does not disclose Customer Data to third parties except as permitted by this Agreement and the DPA.

As between the parties, Athena Agentic owns all right, title, and interest in and to Derived Data, Aggregated Data, Anonymised Data, and Platform Data, including all Intellectual Property Rights therein.

6.4 Customer Instructions. Athena Agentic will Process Customer Data in accordance with Customer's documented instructions as reflected in this Agreement, the DPA, the configurations Customer establishes, and the Order Form, and as otherwise required by Applicable Law.

6.5 Security. Athena Agentic will implement and maintain appropriate technical and organisational measures designed to protect Customer Data against unauthorised or unlawful Processing and accidental loss, destruction, or damage, as described in the Security Overview and the DPA. Section 16 and the DPA govern data security in further detail.

6.6 Personal Data; DPA Controls. To the extent Customer Data includes personal data, the DPA governs the Processing of such personal data, and Athena Agentic acts as a processor (or sub-processor) on behalf of Customer as controller (or processor), as set out in the DPA. In the event of any conflict between this Section 6 and the DPA regarding personal data, the DPA controls.

6.7 Return and Deletion on Termination. Following expiry or termination of the Subscription Term, Athena Agentic will, upon Customer's request made within thirty (30) days of such expiry or termination, make Customer Data available for export in a commercially reasonable format. After such period (or, if no request is made, after such period), Athena Agentic will delete or anonymise Customer Data in its production systems in accordance with the DPA and its retention schedule, except to the extent (a) retention is required by Applicable Law, (b) Customer Data is retained in routine backups subject to deletion on a rolling basis, or (c) Customer Data has been incorporated into Aggregated Data or Anonymised Data, which Athena Agentic may retain. The DPA governs deletion of personal data.

6.8 Customer Responsibility for Customer Data. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and Customer Content and for the means by which it acquired them. Athena Agentic is not obligated to verify the accuracy or legality of Customer Data.

7. AI-Specific Terms

7.1 Nature of the Platform. The Platform uses artificial-intelligence and machine-learning techniques, including agentic and large-language-model technologies, to provide intelligence, analysis, detection, prioritisation, recommendations, automation, orchestration, and decision-support. The Platform provides assistance and decision-support only. It does not constitute, and must not be relied upon as, legal, regulatory, compliance, accounting, financial, engineering, or other licensed professional advice.

7.2 Probabilistic Outputs. Customer acknowledges and agrees that:

(a) Output is generated by probabilistic models and is inherently subject to error, variability, incompleteness, and limitations;

(b) Output may be inaccurate, incomplete, outdated, or may include fabricated, erroneous, or "hallucinated" content, and may produce false positives and false negatives;

(c) the same or similar inputs may produce different Output; and

(d) Output does not represent a guarantee, warranty, or representation of fact, security outcome, or future result.

7.3 Human Oversight; Customer Responsibility for Decisions. The Platform is designed to augment, not replace, qualified human judgment. Customer is responsible for maintaining appropriate human oversight of the Platform and for independently reviewing, validating, and verifying Output before relying or acting on it. Customer retains sole responsibility and accountability for all decisions, configurations, actions, and omissions made by Customer or its Authorised Users (or by the Platform under configurations established or approved by Customer), including security, operational, compliance, and business decisions, whether or not informed by Output.

7.4 Autonomous-Action Controls. Where the Platform (including Aegis) is configured to take automated or autonomous response actions in the Customer Environment:

(a) such actions are taken pursuant to the configurations, approvals, guardrails, and authorisations that Customer establishes or accepts, and Customer is responsible for defining the scope, thresholds, and constraints of autonomous action appropriate to its environment;

(b) Athena Agentic will provide reasonable controls enabling Customer to enable, disable, scope, and supervise autonomous actions, and Customer is responsible for configuring and monitoring those controls;

(c) Customer acknowledges that automated response actions (such as isolating endpoints, disabling accounts, or blocking traffic) may affect the availability or operation of Customer systems, and Customer accepts responsibility for the operational consequences of the autonomous-action configurations it selects; and

(d) Athena Agentic is not liable for the consequences of autonomous actions taken within the scope of configurations established or approved by Customer, except to the extent caused by Athena Agentic's gross negligence or willful misconduct.

7.5 No Guarantee of Detection or Prevention. Cybersecurity is inherently adversarial and probabilistic. Athena Agentic does not warrant or guarantee that the Platform will detect, identify, prevent, mitigate, or remediate all threats, vulnerabilities, attacks, intrusions, malware, or security incidents, or that the Customer Environment will be secure or free from compromise. No security product can provide complete protection, and Customer remains responsible for its overall security posture and for maintaining defence-in-depth, including controls independent of the Platform.

7.6 Acceptable AI Use. Customer must not use the Platform or Output to: (a) make decisions that produce legal or similarly significant effects concerning individuals without appropriate human review where required by Applicable Law; (b) engage in unlawful surveillance or discrimination; or (c) any purpose prohibited by the AUP or Applicable Law. Customer is responsible for ensuring that its use of the Platform and Output complies with Applicable Law, including emerging AI-governance laws applicable to Customer.

7.7 Third-Party Models. The Platform may incorporate or interoperate with third-party AI models and components. Athena Agentic remains responsible for the Platform as a whole as set out in this Agreement; however, Customer acknowledges that such components are subject to the limitations described in this Section 7.

8. Athena Agentic Intellectual Property; Feedback

8.1 Ownership. As between the parties, Athena Agentic and its licensors own and retain all right, title, and interest in and to the Platform, the Services, the Documentation, Platform Data, Platform IP, Derived Data, Aggregated Data, Anonymised Data, and Output (excluding Customer Data and Customer Content embedded therein), including all Intellectual Property Rights therein, and all improvements, enhancements, modifications, and derivative works thereof. The Platform is protected by United States and international copyright, trademark, patent, trade-secret, and other Intellectual Property laws.

8.2 Athena Agentic Marks. "Athena Agentic," "Aegis," "Vigil," and "Citadel," and associated logos and branding, are trademarks or service marks of Athena Agentic. No right to use any Athena Agentic mark is granted except as expressly provided in Section 19.

8.3 Output. Subject to Customer's ownership of Customer Data and Customer Content, and subject to Customer's compliance with this Agreement and payment of Fees, Customer may use Output generated for Customer in the course of authorised use of the Platform for Customer's internal business operations during the Subscription Term. Customer acknowledges that Output may not be unique and that Athena Agentic may generate similar or identical Output for other customers, and Athena Agentic retains all rights in the Platform and the means by which Output is generated.

8.4 Feedback. If Customer or its Authorised Users provide suggestions, feedback, ideas, or recommendations regarding the Platform ("Feedback"), Customer grants Athena Agentic a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable licence to use, reproduce, modify, and incorporate the Feedback into the Platform and Athena Agentic's products and services for any purpose, without restriction, attribution, or compensation. Feedback is provided voluntarily and is not Customer Confidential Information.

8.5 No Implied Rights. Nothing in this Agreement transfers any Platform IP to Customer. All rights not expressly granted are reserved.

9. Fees, Order Forms, Invoicing, and Payment

9.1 Fees. Customer will pay the fees set out in each Order Form (the "Fees"). Except as expressly stated in this Agreement, Fees are non-cancellable and non-refundable, and amounts paid are not subject to refund except as expressly provided herein or in the SLA.

9.2 Invoicing and Payment Terms. Unless otherwise stated in an Order Form, Athena Agentic will invoice Fees in advance, and Customer will pay each undisputed invoice within [thirty (30) days, to confirm] of the invoice date in the currency specified. Subscription Fees are invoiced for the full Subscription Term (or annual period) in advance unless otherwise stated.

9.3 Usage Overages. If Customer's use of the Services exceeds the entitlements, user counts, or usage metrics in the applicable Order Form, Athena Agentic may invoice the excess usage at the rates set out in the Order Form or, if none, at Athena Agentic's then-current standard rates.

9.4 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, goods-and-services, withholding, and similar taxes, duties, and levies, excluding taxes based on Athena Agentic's net income. If Athena Agentic is required to collect such taxes, they will be added to the invoice. If Customer is required to withhold any tax, Customer will gross up the payment so that Athena Agentic receives the full amount invoiced.

9.5 Late Payment. Undisputed amounts not paid when due will accrue interest at the lesser of [one and one-half percent (1.5%) per month, to confirm] or the maximum rate permitted by Applicable Law, from the due date until paid. Customer will reimburse Athena Agentic's reasonable costs of collection, including attorneys' fees.

9.6 Suspension for Non-Payment. If Customer fails to pay undisputed Fees when due and does not cure within [ten (10) days, to confirm] of written notice, Athena Agentic may, without limiting its other rights, suspend the Services until payment is made. Suspension under this Section does not relieve Customer of its payment obligations.

9.7 Disputed Charges. Customer must notify Athena Agentic in writing of any good-faith dispute regarding an invoice within [fifteen (15) days, to confirm] of the invoice date and must timely pay all undisputed amounts. The parties will work in good faith to resolve disputed amounts promptly.

9.8 Price Changes. Athena Agentic may change its Fees for any Renewal Term by providing notice at least [sixty (60) days, to confirm] before the end of the then-current term. Fees for the Initial Subscription Term are fixed unless otherwise stated in the Order Form.

10. Term, Renewal, Termination, and Suspension

10.1 Term of Agreement. This Agreement commences on the Effective Date (or the date Customer first accepts it or executes an Order Form referencing it, whichever is earlier) and continues until all Order Forms have expired or terminated and all obligations are discharged, unless earlier terminated as provided herein.

10.2 Subscription Term and Auto-Renewal. Each Order Form sets out an initial subscription term (the "Initial Subscription Term"). Unless otherwise stated in the Order Form, each Subscription Term automatically renews for successive periods equal to the prior term (each, a "Renewal Term"), unless either party gives written notice of non-renewal at least [thirty (30) days, to confirm] before the end of the then-current term.

10.3 Termination for Cause. Either party may terminate this Agreement or the affected Order Form for cause if the other party: (a) materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice describing it in reasonable detail (or, for breaches incapable of cure, immediately); or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings not dismissed within sixty (60) days.

10.4 Termination for Convenience. Unless otherwise stated in an Order Form, neither party may terminate an active Subscription Term for convenience prior to its expiry; either party may elect not to renew under Section 10.2. [If a termination-for-convenience right is intended for either party, including any pro-rata credit or early-termination charge, Athena Agentic to confirm and specify in the Order Form.]

10.5 Termination for Legal or Security Reasons. Athena Agentic may terminate or suspend this Agreement or any Order Form immediately upon written notice if: (a) required by Applicable Law or legal process; (b) Customer's use of the Platform creates a material security risk or violates export-control or sanctions laws; or (c) Customer materially breaches Section 4 (Acceptable Use), Section 11 (Confidentiality), or the AUP in a manner that threatens irreparable harm.

10.6 Effect of Termination. Upon expiry or termination: (a) all rights and licences granted to Customer terminate, and Customer must cease using the Services; (b) Customer must pay all Fees accrued and payable as of the effective date of termination, and if Athena Agentic terminates for cause under Section 10.3 or 10.5, all amounts for the remainder of the then-current Subscription Term become immediately due; (c) if Customer terminates for Athena Agentic's uncured material breach under Section 10.3, Athena Agentic will refund any prepaid, unused Fees for the terminated portion of the Subscription Term; (d) each party will return or destroy the other's Confidential Information as provided in Section 11; and (e) Customer Data is handled as provided in Section 6.7 and the DPA.

10.7 Suspension. Athena Agentic's suspension rights are set out in Sections 4.4 and 9.6. Suspension is not a termination, and Customer remains liable for Fees during any suspension caused by Customer's breach or non-payment.

10.8 Survival. The following provisions survive expiry or termination: Sections 1 (Definitions), 6.1–6.3 and 6.7 (Customer Data ownership, Derived/Aggregated/Anonymised Data, return/deletion), 8 (Athena Agentic IP; Feedback), 9 (accrued Fees), 10.6 and 10.8 (effect and survival), 11 (Confidentiality), 12.3–12.4 (Disclaimers), 13 (Indemnification), 14 (Limitation of Liability), 17 (Compliance), 19 (Publicity: only as to obligations), 21 (Governing Law and Dispute Resolution), 22 (Notices), 23 (General), and 24 (Contact), together with any other provision that by its nature should survive.

11. Confidentiality

11.1 Definition. "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Athena Agentic's Confidential Information includes the Platform, Platform Data, Platform IP, Documentation, security and architectural details, roadmap, and non-public pricing. Customer's Confidential Information includes Customer Data and Customer Content. The terms of this Agreement and each Order Form are the Confidential Information of both parties.

11.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) was or becomes public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without confidentiality obligations before disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

11.3 Obligations. The Receiving Party will: (a) use the Disclosing Party's Confidential Information solely to perform its obligations and exercise its rights under this Agreement; (b) protect it using at least the same degree of care it uses for its own confidential information of like importance, and no less than reasonable care; and (c) limit access to those of its personnel, Affiliates, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

11.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by Applicable Law or legal process, provided that, where legally permitted, it gives the Disclosing Party prior notice and reasonable cooperation to seek protective treatment.

11.5 Return or Destruction. Upon the Disclosing Party's request or termination, the Receiving Party will return or destroy the Disclosing Party's Confidential Information, except for copies retained in routine backups or as required by Applicable Law, which remain subject to confidentiality. Handling of Customer Data is governed by Section 6.7 and the DPA.

11.6 Equitable Relief. The parties acknowledge that unauthorised use or disclosure of Confidential Information may cause irreparable harm for which monetary damages are inadequate, and that the Disclosing Party (and, with respect to the Platform, Platform IP, and trade secrets, Athena Agentic in particular) is entitled to seek injunctive and other equitable relief as provided in Section 21.8, in addition to all other remedies.

12. Warranties and Disclaimers

12.1 Mutual Authority Warranty. Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement, and that this Agreement, when accepted, constitutes its legal, valid, and binding obligation.

12.2 Platform Performance Warranty. Athena Agentic warrants that, during the Subscription Term, the Platform will perform materially in accordance with the Documentation under normal use. As Customer's sole and exclusive remedy, and Athena Agentic's entire liability, for breach of this warranty, Athena Agentic will use commercially reasonable efforts to correct the non-conformity; and if Athena Agentic is unable to do so within a reasonable time, Customer may terminate the affected Order Form and receive a refund of prepaid, unused Fees for the non-conforming Services for the terminated portion of the Subscription Term. This warranty does not apply to non-conformities caused by the Customer Environment, misuse, modifications not made by Athena Agentic, third-party components, Beta Services, or factors outside Athena Agentic's reasonable control.

12.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTIONS 12.1 AND 12.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, THE SERVICES, OUTPUT, PLATFORM DATA, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND ATHENA AGENTIC AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

12.4 Specific AI and Security Disclaimers. WITHOUT LIMITING SECTION 12.3, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ATHENA AGENTIC DOES NOT WARRANT THAT:

(a) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ALL ERRORS OR DEFECTS WILL BE CORRECTED;

(b) THE PLATFORM WILL DETECT, IDENTIFY, PREVENT, BLOCK, MITIGATE, OR REMEDIATE ALL THREATS, VULNERABILITIES, ATTACKS, INTRUSIONS, MALWARE, OR SECURITY INCIDENTS, OR THAT THE CUSTOMER ENVIRONMENT WILL BE SECURE OR FREE FROM COMPROMISE;

(c) OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR FIT FOR ANY PURPOSE, OUTPUT BEING PROBABILISTIC AND SUBJECT TO ERROR, INCOMPLETENESS, AND HALLUCINATION; OR

(d) THE PLATFORM OR OUTPUT CONSTITUTES LEGAL, REGULATORY, COMPLIANCE, FINANCIAL, OR OTHER PROFESSIONAL ADVICE.

CUSTOMER IS RESPONSIBLE FOR HUMAN OVERSIGHT AND FOR INDEPENDENTLY VERIFYING OUTPUT, AND ASSUMES ALL RISK ARISING FROM ITS RELIANCE ON OUTPUT AND FROM DECISIONS IT MAKES BASED ON THE SERVICES.

12.5 Customer Warranty. Customer represents and warrants that it will use the Services in compliance with this Agreement, the AUP, and Applicable Law, and that it has made the representations in Section 5.1 truthfully.

12.6 No Other Warranties. No advice or information, whether oral or written, obtained from Athena Agentic or through the Services creates any warranty not expressly stated in this Agreement.

13. Indemnification

13.1 Athena Agentic IP Indemnity. Athena Agentic will defend Customer, and its officers, directors, and employees, against any third-party claim alleging that the Platform, as provided by Athena Agentic and used by Customer in accordance with this Agreement, directly infringes or misappropriates that third party's patent, copyright, trademark, or trade-secret rights (an "IP Claim"), and Athena Agentic will indemnify Customer for damages, costs, and reasonable attorneys' fees finally awarded against Customer by a court of competent jurisdiction, or agreed in settlement by Athena Agentic, in respect of such IP Claim.

13.2 Remedies for IP Claims. If the Platform becomes, or in Athena Agentic's reasonable opinion is likely to become, the subject of an IP Claim, Athena Agentic may, at its option and expense: (a) procure for Customer the right to continue using the Platform; (b) modify or replace the affected portion to make it non-infringing while materially preserving functionality; or (c) if (a) and (b) are not commercially reasonable, terminate the affected Services and refund any prepaid, unused Fees for the terminated portion of the Subscription Term.

13.3 Exclusions. Athena Agentic has no obligation under Section 13.1 or 13.2 to the extent an IP Claim arises from: (a) Customer Data, Customer Content, or Customer's instructions; (b) combination, integration, or use of the Platform with products, data, services, or systems not provided by Athena Agentic, where the claim would not have arisen but for such combination; (c) modification of the Platform not made by Athena Agentic; (d) use of the Platform in breach of this Agreement or the AUP, or after notice to cease for infringement; (e) Beta Services or no-charge offerings; or (f) Athena Agentic's compliance with Customer's specifications or designs. Section 13.1 and 13.2 state Customer's sole and exclusive remedy, and Athena Agentic's entire liability, for any claim of intellectual-property infringement or misappropriation.

13.4 Customer Indemnity. Customer will defend Athena Agentic, and its Affiliates, officers, directors, employees, agents, licensors, and service providers, against any third-party claim arising out of or relating to: (a) Customer Data or Customer Content, including any claim that they infringe, misappropriate, or violate any third-party right or any Applicable Law; (b) Customer's or its Authorised Users' use of the Platform in breach of this Agreement, the AUP, or Applicable Law; (c) Customer's misuse of the Platform or Output, or decisions or actions taken (or not taken) by Customer based on Output; (d) Customer's configuration of autonomous actions or its Customer Environment; or (e) Customer's breach of its representations and warranties; and Customer will indemnify Athena Agentic for damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement in respect of such claim.

13.5 Indemnification Procedure. The indemnified party will: (a) promptly notify the indemnifying party of the claim (provided that failure to give prompt notice does not relieve the indemnifying party except to the extent prejudiced); (b) give the indemnifying party sole control of the defence and settlement (provided that any settlement that imposes a non-monetary obligation on, or admits fault by, the indemnified party requires its prior written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defence with its own counsel at its own expense.

14. Limitation of Liability

14.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, OR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR DATA, OR FOR BUSINESS INTERRUPTION, SYSTEM DOWNTIME, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM [liability-cap multiplier to confirm if other than 12 months' fees].

14.3 Carve-Outs. The limitations in Sections 14.1 and 14.2 do not apply to, and the cap in Section 14.2 does not limit:

(a) Customer's obligation to pay Fees due under any Order Form;

(b) either party's indemnification obligations under Section 13;

(c) Customer's breach of Section 4 (Acceptable Use and Restrictions), the AUP, or Athena Agentic's Intellectual Property Rights;

(d) either party's breach of Section 11 (Confidentiality), except, with respect to the exclusion of indirect damages, to the extent the breach relates to Customer Data subject to the DPA, which is governed by Section 14.4;

(e) a party's fraud, gross negligence, or willful misconduct; and

(f) liability that cannot be limited or excluded under Applicable Law (including, where applicable, liability for death or personal injury caused by negligence).

[Athena Agentic to confirm whether a separate super-cap (e.g., a multiple of annual Fees) should apply to the carve-outs in Section 14.3(b)–(d), and whether data-protection/security liability should be subject to an enhanced cap as set out in the DPA.]

14.4 Data Protection and Security Liability. Liability arising from breaches of the DPA, Data Protection Laws, or Athena Agentic's data-security obligations is subject to any specific limitation or enhanced cap set out in the DPA; absent such provision in the DPA, the limitations in this Section 14 apply.

14.5 Allocation of Risk; Essential Basis. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 14 ARE AN AGREED ALLOCATION OF RISK BETWEEN THE PARTIES, REFLECT THE FEES CHARGED, AND ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN. THEY APPLY IN THE AGGREGATE ACROSS ALL CLAIMS AND THEORIES OF LIABILITY. ATHENA AGENTIC WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS.

15. Insurance

15.1 Coverage. During the Subscription Term, Athena Agentic will maintain, with insurers of recognised financial responsibility, insurance coverage appropriate to its business and the Services, including: (a) commercial general liability; (b) professional liability / errors and omissions; (c) cyber and technology liability; and (d) other coverage required by Applicable Law (such as workers' compensation), each in amounts of [coverage amounts to confirm].

15.2 Evidence. Upon Customer's written request (no more than annually), Athena Agentic will provide a certificate of insurance evidencing the coverage in Section 15.1. Maintenance of insurance does not limit Athena Agentic's liability under this Agreement, and the limitations in Section 14 apply regardless of available insurance.

16. Data Protection and Security

16.1 Data Protection Agreement. The Processing of Customer personal data is governed by the DPA, which is incorporated by reference and which addresses the parties' roles (Athena Agentic as processor, Customer as controller or processor), Processing purposes, sub-processors, international transfers, data-subject requests, and breach notification. Athena Agentic's broader data-processing framework is described in the Data Processing and International Transfers Framework.

16.2 Security Measures. Athena Agentic will implement and maintain the technical and organisational security measures described in the Security Overview and the DPA, designed to protect Customer Data against unauthorised access, loss, alteration, or disclosure. Athena Agentic may update its security measures provided it does not materially diminish the overall security of the Platform during a paid Subscription Term.

16.3 Service Levels. Platform availability, support, and any service credits are governed by the SLA, which is incorporated by reference. Service credits, where provided, are Customer's sole and exclusive remedy for failures to meet the availability commitments in the SLA.

16.4 Security Incidents. Athena Agentic will notify Customer of Security Incidents affecting Customer Data in accordance with the DPA. The parties will cooperate as set out in the DPA.

17. Compliance with Laws; Export Controls; Sanctions; Anti-Bribery

17.1 General Compliance. Each party will comply with all Applicable Laws in performing its obligations under this Agreement.

17.2 Export Controls and Sanctions. Each party represents and covenants that it will comply with all applicable export-control and economic-sanctions laws, including the U.S. Export Administration Regulations (EAR), regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), and equivalent laws. Customer represents that it, and its Authorised Users, are not: (a) located in, organised under the laws of, or ordinarily resident in, any country or territory subject to comprehensive U.S. or other applicable sanctions; or (b) identified on any restricted-party or denied-party list. Customer will not export, re-export, or make the Services available to any prohibited person, entity, destination, or end-use.

17.3 Anti-Bribery and Anti-Corruption. Each party will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act 2010, and will not, directly or indirectly, offer, give, or receive any bribe, kickback, or improper payment in connection with this Agreement.

17.4 Government Use. If Customer is a government entity, additional terms may apply as set out in an applicable Order Form or addendum. The Platform is "commercial computer software" and "commercial computer software documentation"; U.S. Government rights are limited to those in this Agreement.

18. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, governmental action, epidemic or pandemic, failure of utilities or telecommunications, internet or hosting-provider failures, and large-scale cyber-attacks not caused by the affected party's failure to maintain its obligations (a "Force Majeure Event"). The affected party will use reasonable efforts to mitigate and resume performance. If a Force Majeure Event continues for more than [thirty (30) consecutive days, to confirm], either party may terminate the affected Order Form upon written notice, and Athena Agentic will refund any prepaid, unused Fees for the affected period.

19. Publicity and Use of Marks

19.1 Reference Use. Neither party may use the other party's name, marks, or logos in any public statement, press release, or marketing without the other's prior written consent, except that, unless Customer opts out in writing, Athena Agentic may identify Customer as a customer and use Customer's name and logo on its website and in customer lists, in accordance with Customer's reasonable trademark guidelines. [Athena Agentic to confirm whether opt-out reference rights are intended; otherwise mutual prior written consent applies.]

19.2 Case Studies and Press. Any case study, joint press release, quote, or other promotional use beyond Section 19.1 requires the other party's prior written approval.

20. Assignment

Neither party may assign or transfer this Agreement, in whole or in part, without the other party's prior written consent (not to be unreasonably withheld), except that either party may assign this Agreement, upon written notice and without consent, to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets or equity, provided the assignee assumes all obligations and (in the case of an assignment by Customer) is not a competitor of Athena Agentic. Any purported assignment in violation of this Section is void. This Agreement binds and inures to the benefit of the parties' permitted successors and assigns.

21. Governing Law and Dispute Resolution

21.1 Governing Law. This Agreement, and any dispute arising out of or relating to it or the Services, is governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.2 Informal Resolution. Before initiating mediation or arbitration, the parties will attempt in good faith to resolve any dispute by escalating it to senior representatives of each party, who will confer within thirty (30) days of a written notice of dispute sent to Legal@athenaagentic.com (or to Customer's notice address). If the dispute is not resolved within thirty (30) days, either party may proceed to mediation.

21.3 Mediation. Prior to initiating arbitration, the parties will participate in non-binding mediation administered by the American Arbitration Association (AAA) under its then-current Commercial Mediation Procedures, in New York County, New York, conducted in English, with each party bearing its own costs and sharing the mediator's fees equally. If mediation does not resolve the dispute within sixty (60) days of commencement (or such longer period as the parties agree), either party may proceed to binding arbitration.

21.4 Binding Arbitration. Except as provided in Section 21.8, any dispute, controversy, or claim arising out of or relating to this Agreement, or its breach, termination, or validity, that is not resolved by informal resolution or mediation will be finally resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules then in effect, except as modified herein. The arbitration will be:

• seated and held in New York County, New York (or by remote proceeding as the parties or arbitrator(s) agree);
• conducted in the English language;
• decided by a single arbitrator, unless the amount in controversy exceeds USD $1,000,000, in which case three arbitrators will preside; and
• governed by the substantive law specified in Section 21.1.

The arbitrator(s) may award any remedy available at law or in equity, but may not award damages excluded or in excess of the limits in Section 14. The award is final and binding and may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section 21.

21.5 Class-Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. ALL DISPUTES WILL BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY. Claims of two or more parties may not be joined or consolidated without the consent of all parties. If this waiver is found unenforceable as to a particular claim, that claim will be severed and heard in a court of competent jurisdiction in New York County, New York, and not in arbitration.

21.6 Jury-Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

21.7 Venue for Court Proceedings. For any matter not subject to arbitration, and for the enforcement of any arbitral award or equitable relief under Section 21.8, the parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York, and waive any objection based on inconvenient forum.

21.8 Immediate Injunctive and Equitable Relief: Carve-Out. Notwithstanding anything in this Section 21 to the contrary, Athena Agentic may seek and obtain, without first completing informal resolution, mediation, or arbitration and without posting bond, immediate temporary, preliminary, and permanent injunctive relief and other equitable relief from any court of competent jurisdiction in connection with:

(a) actual or threatened infringement, misappropriation, or violation of Athena Agentic's Intellectual Property Rights, including Platform IP, copyrights, trademarks, patents, or trade secrets;

(b) actual or threatened breach of confidentiality obligations or unauthorised use or disclosure of Confidential Information;

(c) reverse engineering, decompilation, disassembly, model extraction, model inversion, prompt extraction, agent extraction, or competitive replication of the Platform;

(d) unauthorised access to, scraping of, or exploitation of the Platform, or circumvention of its security or access controls; or

(e) any act or omission that threatens the security or integrity of the Platform, Athena Agentic, or its other customers, or that threatens irreparable harm.

Either party may also seek interim or conservatory relief from a court to preserve the status quo or enforce this Section 21. Seeking such relief is not a waiver of any right to arbitrate.

21.9 Limitation Period. To the extent permitted by Applicable Law, any claim arising out of or relating to this Agreement must be brought within two (2) years after the claim accrues, failing which it is permanently barred.

22. Notices

22.1 Form of Notice. Legal notices under this Agreement must be in writing and are deemed given: (a) when delivered, if delivered personally or by nationally recognised overnight courier; (b) on the date of confirmed transmission, if by email to the addresses below (for routine and operational notices, and for legal notices where email is expressly permitted); or (c) three (3) business days after mailing, if by certified or registered mail.

22.2 Addresses.

To Athena Agentic: Athena Agentic, Inc. [Notice address, to confirm] Email (legal): Legal@athenaagentic.com Email (support/operational): Support@athenaagentic.com

To Customer: the entity, contact, and address set out on the applicable Order Form, or such other address as Customer designates in writing [Customer notice address, per Order Form].

22.3 Operational Notices. Notices regarding the Services (such as maintenance, security, and service announcements) may be provided through the Platform, by email, or via Athena Agentic's status or documentation pages.

23. General

23.1 Entire Agreement. This Agreement, including all Order Forms and Referenced Policies, constitutes the entire agreement between the parties regarding the Services and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral, on that subject. No purchase-order, vendor-portal, or other pre-printed Customer terms have any effect.

23.2 Order of Precedence. Conflicts among the documents comprising this Agreement are resolved as set out in Section 2.3.

23.3 Amendments. Except for updates to Referenced Policies as permitted in Section 2.4, any amendment to this Agreement must be in writing and signed (including by electronic signature) by authorised representatives of both parties.

23.4 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable (or, if it cannot be, severed), and the remaining provisions will remain in full force and effect.

23.5 Waiver. No failure or delay in exercising any right or remedy operates as a waiver, and no waiver is effective unless in writing and signed by the waiving party. A waiver of one breach is not a waiver of any other.

23.6 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

23.7 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns, and confers no rights on any third party, except that the Athena Agentic indemnified and limited persons referenced in Sections 13 and 14 may rely on the relevant provisions.

23.8 Subcontractors. Athena Agentic may use subcontractors and sub-processors to provide the Services, provided Athena Agentic remains responsible for their performance and for compliance with the DPA with respect to sub-processors.

23.9 Counterparts and Electronic Signature. This Agreement and any Order Form may be executed in counterparts, including by electronic signature, each of which is deemed an original and together constitute one instrument. The parties consent to electronic execution and delivery.

23.10 Interpretation. Headings are for convenience only. "Including" means "including without limitation." References to a document include its amendments. The parties have had the opportunity to review this Agreement with counsel, and it will not be construed against the drafter.

23.11 Compliance with Anti-Money-Laundering and Trade Laws. Each party will comply with applicable anti-money-laundering and trade-compliance laws in connection with its performance under this Agreement.

24. Contact

For questions about this Agreement, or to provide legal notices where permitted by email:

Legal: Legal@athenaagentic.com Support: Support@athenaagentic.com Subject: Master Subscription Agreement Inquiry

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