TERMS OF SERVICE

1. OVERVIEW

These Terms of Service (“Terms”) are between CloneOps.ai, Inc., a Delaware limited liability company (“CloneOps.ai”, “we”, “us”, “our”), and the Customer, as defined on the Order Form incorporating these (such Order Form and any subsequent Order Forms, each an “Order Form”) by and between the Customer and CloneOps.ai.

2. SERVICE DESCRIPTION

CloneOps.ai offers access to our web portal and application ("Portal"), along with AI-driven voice, text, and email technology, and other artificial-intelligence services (“AI Services”). These Services, which are available to prospective, current, and former clients, enable users to create AI-enabled automation workflows utilizing voice, text, and email. CloneOps.ai may also, at its sole discretion, offer other tools and technology to Authorized Users of the AI Services and Portal from time to time. Collectively, these elements, including the Portal and AI Services, are referred to as the "Services."

3. SERVICES

a.General. Throughout the Term, CloneOps.ai agrees to provide the Services specified in any applicable Order Form primarily via browser-based software and the Portal, which includes updates, enhancements, modifications, or new versions of the same. CloneOps.ai may periodically make enhancements and modifications to the Services. New releases may feature functionality unavailable unless ordered through a separate Order Form and payment of supplemental Fees, unless such functionality is generally made available to all Service users. CloneOps.ai will make reasonable efforts to provide Customer with standard support services via email or phone.

b. License Grant. CloneOps.ai grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (except as specified herein), royalty-free license to access and use the Services during the Term. For clarity, the license permits Customer to use the Services solely for its benefit, not for any third parties unless expressly authorized in the Order Form. Customer may permit its contractors, agents, and other third parties authorized by Customer to use the Services on its behalf ("Authorized User"), and Customer remains responsible and fully liable for its Authorized Users’ adherence to these Terms and for their actions.

c. Restrictions. Unless expressly allowed by these Terms, Customer shall not: (i) disclose or distribute the Services or any part thereof to any third party; (ii) copy, modify, adapt, publicly display, publicly perform, or create derivative works of the Services or any portion thereof, nor permit any third party to do so; (iii) rent, lease, resell, grant a security interest in, or otherwise attempt to transfer rights to the Services; (iv) use, or permit any third party to use, the Services or any part thereof for time-sharing, rental, or service bureau purposes; (v) decompile, reverse assemble, or reverse engineer the Services or any part thereof, nor allow any third party to do so, unless expressly permitted by law; or (vi) remove, alter, or disable any CloneOps.ai trademarks or other proprietary notices or labels on the Services.

d. Access to CloneOps.ai Services. Customer will appoint an administrator ("Customer Administrator") responsible for granting and managing access to individual employees or other Authorized Users. The Customer Administrator will have access to end users’ account settings and can configure contact information. Authorized Users can change account settings or profile information by logging into their accounts on CloneOps.ai’s website. CloneOps.ai may alter account settings at Customer's request.

e. Customer Data and Security. Customer is responsible for maintaining the security of its credentials (including Customer Administrative and Authorized User passwords) and files, and for all uses of its business account, whether authorized or not, including the use of Customer's credentials due to security breaches of Customer’s systems, except where such breach results directly from CloneOps.ai's failure to fulfill its obligations hereunder. CloneOps.ai will take commercially reasonable precautions, including technical (e.g., firewalls, data encryption), administrative, and physical measures, to safeguard Customer Data. “Customer Data” refers to data and/or information regarding Customer, its Affiliates, and/or Customer’s Authorized Users: (a) provided to CloneOps.ai hereunder; or (b) to which CloneOps.ai has access or control, or has accessed in connection with the Services, including all Personal Data (as defined in the DPA).

f. Third-Party Services. Certain Services enable Customer to connect to various third- party services via API or other integrations, which store or process Customer Data ("Linked Services"). CloneOps.ai provides connections to Linked Services for Customer's convenience only, and their inclusion does not imply endorsement by CloneOps.ai. Customer's access and use of Linked Services are governed solely by their terms and conditions. CloneOps.ai is not liable for the functionality, contents, or security of, or the processing of Customer Data by, any Linked Services, including any link in a Linked Service, or any changes or updates to a Linked Service. By using any product or functionality of the Linked Services, Customer consents to CloneOps.ai sharing Customer Data with such Linked Services. Customer also agrees to hold CloneOps.ai harmless from any liability arising from Linked Services, including data breaches and legal violations.

4. TERM AND TERMINATION

a. Term. These Terms commence on the Effective Date and, unless terminated earlier per these Terms' stipulations, will remain effective as long as an Order Form exists between the parties ("Term").

b. Termination. In the event of a material breach of these Terms, if it is capable of remedy (including non-payment), but not resolved within thirty (30) days of receiving written notice, the non-breaching party may terminate these Terms by written notice at the end of the cure period. Additionally, either party may terminate these Terms immediately by written notice if the other party: (i) becomes insolvent; (ii) makes an assignment for the benefit of creditors; (iii) files or has filed against it a petition in bankruptcy or seeks reorganization; (iv) has a receiver appointed; or (v) institutes a proceeding for liquidation or winding up.

c. Effect of Termination. If Customer terminates due to an uncured material breach by CloneOps.ai, Customer is entitled to a refund for prepaid amounts for Services not rendered before termination. If CloneOps.ai terminates due to an uncured material breach by Customer, including non-payment, Customer agrees to pay CloneOps.ai all remaining unpaid service fees for the Term, including related taxes, surcharges, fees, and other charges. All sections of these Terms naturally intended to survive expiration or termination will remain effective, including accrued payment rights, confidentiality obligations, warranty disclaimers, and liability limitations. Additionally, in any action to collect overdue amounts, Customer will pay or reimburse CloneOps.ai's collection costs, including reasonable attorneys' fees and court costs.

5. FEES & PAYMENTS

a. Fees. In exchange for Services provided by CloneOps.ai, Customer will pay the fees outlined in the Order Form ("Fees"), per the terms specified therein. All payments under these Terms will be made free of deductions for present and future Taxes. "Taxes" include all withholding taxes, levies, imposts, duties, fines, or other charges, however imposed, by any country or subdivision, connected with these Terms, and all related interest, penalties, or similar liabilities, excluding taxes on a party's net income or property.

b. Transaction Taxes. Taxes will be itemized separately on the invoice. Fees exclude Taxes, and Customer will pay or reimburse CloneOps.ai for any applicable sales, use, VAT, or similar transaction taxes that CloneOps.ai must legally collect, unless Customer provides a valid tax exemption certificate. Customer's obligations in this section will survive full payment of all amounts hereunder.

c. Billing Disputes. Disputes regarding charges for Services must be submitted in writing to CloneOps.ai within thirty (30) days of the invoice date or the date of the credit card charge, as applicable. Failure to provide a written detailed explanation for disputing charges within this period irrevocably waives any objections and further recourse concerning such charges. Dispute statements must be emailed to CloneOps.ai’s accounting department at finance@CloneOps.ai.

6. CUSTOMER DATA & PRIVACY POLICY

a. Privacy. CloneOps.ai’s Privacy Policy, located at https://cloneops.ai/privacy, explains how CloneOps.ai collects, uses, discloses, and processes personal data when you and your Authorized Users use the Service and where CloneOps.ai acts as a "data controller" or "business" as defined under applicable Data Protection Law.

b. Accuracy. You are solely responsible for the accuracy, quality, and completeness of all Customer Data submitted to the Service. If Customer Data includes any sensitive information or similar term under applicable Data Protection Law, you represent and warrant that your business has the necessary systems and technology to transfer such sensitive information securely to CloneOps.ai in compliance with all laws, rules, and regulations.

c. Ownership; License. As between the parties, you retain ownership of Customer Data, including any analytics, reports, or other outputs derived from or embodying Customer Data ("Outputs"). By submitting or uploading Customer Data and using our tools to generate Results, you grant CloneOps.ai and its affiliates a non-exclusive, worldwide, transferable, sublicensable (including through multiple tiers), royalty-free license to access, host, process, modify, translate, and create derivative works of Customer Data and Outputs for: (a) providing the Service and, if applicable, generating Outputs; and (b) securing, product/feature development, and improving the Service, and for other internal purposes (subject to the DPA).

7. AI SERVICES

a. Use. When using our AI Services, the following additional conditions apply, regardless of any conflicting provisions herein: (i) you acknowledge that all Outputs produced through the AI Services are generated or developed using generative artificial intelligence services (“AI Outputs”); (ii) CloneOps.ai does not guarantee that the AI Outputs will not infringe upon intellectual property or other rights of any third party, and we shall not be held liable if any AI Outputs do or are claimed to violate third-party IP Rights; and (iii) you are provided with a non-exclusive, worldwide, non-transferable, and non- sublicensable license to use the AI Outputs solely for the purposes defined in this Agreement and within the constraints of this Section 7. Customer acknowledges that AI Services, including any machine learning models or algorithms, may not always deliver perfect or expected outcomes. The Customer understands the risks of relying solely on AI without human oversight for critical decision-making. Customer agrees to undertake all such oversight, reviews, obtain necessary consents, conduct data protection impact assessments, or otherwise ensure the lawful use of AI Services.

b. Compliance. Customer agrees to utilize CloneOps.ai’s AI Services ethically and in accordance with all applicable laws, regulations, and best practices, particularly in regards to data privacy, consumer protection, and non-discrimination, and the use of generative artificial intelligence services and platforms. AI Services should only be used within the context of your use of the Services and for their intended purpose and functionality. CloneOps.ai will not be liable if you use AI Services for illegal purposes or purposes unrelated to Customer or its Authorized Users’ use of AI Services as contemplated hereunder.

c. Customer acknowledges that artificial intelligence technology may evolve and require periodic updates and adjustments. CloneOps.ai reserves the right to modify, update, or discontinue its AI Services in line with technological advancements and regulatory requirements, and to mitigate risks to CloneOps.ai, Third Party AI Platforms, Customers, or Authorized Users. Such changes will be communicated to the Customer promptly.

d. Third Party Models. You acknowledge that our AI Services may be partially provided by third-party platforms operating the foundational AI model and related data processing services (“Third Party AI Platforms”). To provide the AI Services, we may transfer your Customer Data to such Third Party AI Platforms for processing, and you hereby authorize us to share your Customer Data with these Third Party AI Platforms. You may be required to accept supplemental terms and conditions of the Third-Party AI Platforms as a condition of your use of AI Services.

e. Limitation of Liability. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, CLONEOPS.AI’S LIABILITY FOR ANY CLAIMS ARISING FROM THE USAGE OF ITS AI SERVICES SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT INCLUDE INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

8. CONFIDENTIAL INFORMATION

a. Use. Neither party will use or disclose the other’s Confidential Information (as defined below) to third parties unless permitted by this section. The party disclosing Confidential Information is the “discloser” and the party receiving it is the “recipient.” “Advisors” are each party’s attorneys and accountants, and any subcontractor or advisor bound by a confidentiality duty equivalent to that established in this agreement. “Confidential Information” refers to non-public information relating to the discloser or its Affiliates, including know-how and trade secrets, in any form, designated as “confidential” or that a prudent person would know or reasonably should understand to be confidential, as well as this agreement. Confidential Information is provided to the recipient “as is” without warranties of any kind.

b. Obligations. The recipient agrees to: (a) Use the degree of care to protect the discloser’s Confidential Information that it uses to protect its own, but not less than a reasonable degree of care; (b) Use Confidential Information exclusively for purposes of the business relationship between the parties; (c) Not disclose Confidential Information to any third party, other than advisers with a need to know; (d) Not reverse engineer, decompile, or disassemble any Confidential Information, except as permitted by law; (e) Immediately notify the discloser of any intended or unintended unauthorized disclosure or use of Confidential Information; (f) Allow the discloser to seek a court order to prevent unauthorized disclosure of Confidential Information; and (g) Return or destroy Confidential Information promptly following a written request or at the end of the Term, except that the recipient may retain reasonable copies for regulatory, legal, or record retention purposes, provided that such copies are subject to the confidentiality obligations stated in this agreement.

c. Exceptions. The obligations specified in this section do not apply to Confidential Information that: (a) Was publicly available at the time of disclosure or becomes publicly available without breach of this agreement; (b) Was lawfully known to the recipient without a confidentiality obligation; (c) Is received from a third party lawfully permitted to disclose it; or (d) Is independently developed by the recipient or its agents without using any Confidential Information.

d. Compelled Disclosure. Notwithstanding the above, the recipient may disclose Confidential Information if required under applicable federal, state, or local law, regulation, court order, or other legal process, provided that: (a) The recipient will, where permitted by law, promptly notify the discloser to allow seeking a protective order; and (b) The recipient will disclose only that portion of the Confidential Information which is legally compelled.

9. CLONEOPS.AI INTELLECTUAL PROPERTY

a. General. Except for Customer Data and Outputs, everything seen, heard, or otherwise experienced through this Service, including but not limited to graphics, videos, text, software, photographs, scripts, this agreement, interactive features, and the like (collectively, “CloneOps.ai Content”), and the trademarks, service marks, and logos contained therein (“Marks”), are owned by or licensed to CloneOps.ai, subject to patent, copyright, trademark, servicemark, trade secret, and other intellectual property rights under U.S. and foreign laws and international conventions, as well as other proprietary rights in data, databases, know-how, information, processes, formulae, algorithms (collectively, “IP Rights”). Except as expressly provided herein, CloneOps.ai and its licensors own all IP Rights in CloneOps.ai Content, including their selection, coordination, arrangement, operation, enhancement, and functionality. Any unauthorized use of materials on this Service may violate copyright, trademark, and other laws. CloneOps.ai Content on the Service is provided AS IS for your information and non- commercial use permitted under these Terms of Service.

b. Rights Reserved. CloneOps.ai reserves all rights not expressly granted to the Service and CloneOps.ai Content. Customer and its Authorized Users may not use, copy, download, or distribute CloneOps.ai Content except as expressly permitted herein. Customer and its Authorized Users may not incorporate CloneOps.ai Content into, or stream or transmit it via, any hardware or software application unless expressly permitted by CloneOps.ai in writing. You may not build a business using CloneOps.ai Content, whether or not for profit. Customer and its Authorized Users agree not to circumvent, disable, or interfere with security features of the Service or features that prevent or restrict use or copying of CloneOps.ai Content, nor may you scrape or use any extraction methods to obtain any CloneOps.ai Content or data from the Service.

10. COMMUNICATIONS COMPLIANCE AND INDEMNITY

(i) Customer Acknowledgment and Compliance.

Customer acknowledges that its use of the Services, including features that enable outbound voice calls, SMS or text messages, email transmissions, and other forms of electronic communication to end users or third parties, may be subject to various federal, state, and local laws and regulations. These include, but are not limited to:

(a) the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227 and its implementing rules and regulations;

(b) the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN- SPAM Act), 15 U.S.C. § 7701 et seq.

(d) any applicable state laws or regulations governing telemarketing, robocalls, autodialed communications, prerecorded voice messages, SMS marketing, or email solicitation.

(ii) Customer represents, warrants, and agrees that it shall use the Services in full compliance with all such laws, rules, and regulations, as well as any future amendments or successor legislation governing the transmission of commercial or informational communications.

Customer is solely responsible for:

(a) obtaining and maintaining any legally required prior express or written consents from communication recipients, including those required for calls or texts made using an automatic telephone dialing system (ATDS);

(b) complying with all opt-out, do-not-call, unsubscribe, and revocation-of-consent requests in a timely manner;

(c) ensuring that all communications (including the use of prerecorded messages or AI- generated voice) comply with content, time-of-day, and frequency restrictions;

(d) maintaining internal policies, records, and audit trails demonstrating legal compliance; and

(e) ensuring that any third-party data sources or contact lists used in connection with the Services were lawfully obtained and are used in compliance with applicable law.

(iii) Indemnification.

Customer shall indemnify, defend, and hold harmless CloneOps.ai, its affiliates, officers, employees, and agents from and against any and all claims, actions, liabilities, penalties, regulatory inquiries or proceedings, damages, settlements, judgments, fines, and expenses (including reasonable attorneys’ fees) arising out of or related to:

▪ any actual or alleged violation by Customer, its agents, or Authorized Users of the TCPA, CAN-SPAM, TSR, or any similar federal, state, or local law regulating commercial communications; or

▪ Customer’s failure to obtain proper consent or to honor opt-out or unsubscribe requests.

▪ This indemnity obligation shall not apply to the extent that any claim arises solely from CloneOps.ai’s gross negligence, willful misconduct, or unauthorized modifications to communication templates or functionality.

(iv) No Legal Advice.

Customer acknowledges that CloneOps.ai does not and cannot provide legal advice regarding the legality of Customer’s use of the Services. Customer is solely responsible for consulting its own legal counsel to determine its compliance obligations under all applicable communications, privacy, and marketing law.

11. REPRESENTATIONS AND WARRANTIES

Mutual. Each party represents and warrants to the other that: (a) They have the authority, power, and legal right to execute and fulfill the obligations detailed herein, and no other agreement conflicts with these terms; and (b) The execution of these Terms has been duly authorized and, upon delivery, will constitute a valid and binding obligation enforceable in accordance with its terms.

By Customer. Customer represents and warrants to CloneOps.ai as follows:

i. You have the authority to provide Customer Data for the uses specified herein, including by providing all necessary notices and obtaining all required consents and approvals under applicable law;

ii. CloneOps.ai’s use of Customer Data as requested will not breach any agreement or obligation Customer or its Authorized Users have to any third party, nor will such processing of Customer Data violate any law, rule, or regulation;

iii. The Customer Data, along with any information provided to CloneOps.ai by Customer or its Authorized Users in any registration or application screen, profile, email, posting, telephone call, or otherwise, is accurate, up-to-date, and not misleading;

iv. Customer and its Authorized Users will not access the Service under false identity or pretext and will not use it to falsify identities (though you may use an adopted name or nickname lawfully and in good faith);

v. Customer and its Authorized Users will use the Service lawfully, in compliance with these Terms of Service, and in good faith; and

vi. Customer and its Authorized Users will keep all Service login details and passwords secure and will not share such information with third parties.

12. DISCLAIMER OF WARRANTIES

a. DISCLAIMER. CUSTOMER AGREES THAT USING THE SERVICE, THE PORTAL, AND THE CLONEOPS.AI CONTENT, INCLUDING ALL OUTPUTS GENERATED USING THE SERVICE, IS AT CUSTOMER’S OWN RISK. THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. CLONEOPS.AI, ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSEES, LICENSORS, AND SUPPLIERS (COLLECTIVELY, THE “CLONEOPS.AI PARTIES”) DISCLAIM ALL WARRANTIES AND REPRESENTATIONS REGARDING THE SERVICE, THE PORTAL, OR THE CLONEOPS.AI CONTENT, INCLUDING THE RESULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CLONEOPS.AI PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING AVAILABILITY OF THE SERVICE, INTEROPERABILITY WITH THIRD PARTY SOFTWARE, SYSTEMS, AND SERVICES, NON-DISRUPTION, SECURITY, ACCURACY, LOSS OF DATA OR DATA CORRUPTION, USE OF REASONABLE CARE AND SKILL, QUALITY, MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AS WELL AS WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

TO THE FULLEST EXTENT PERMITTED BY LAW, CLONEOPS.AI PARTIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES IN THE CLONEOPS.AI CONTENT OR RESULTS; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS AND USE OF THE SERVICE; (c) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR STORED PERSONAL OR OTHER INFORMATION; (d) INTERRUPTION OR CESSATION OF SERVICE TRANSMISSIONS; (e) BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE TRANSMITTED THROUGH THE SERVICE BY A THIRD PARTY; (f) FAILURES, DISRUPTIONS, ERRORS, OR DELAYS ARISING FROM INTERACTION BETWEEN THE SERVICE AND THIRD-PARTY SOFTWARE, SYSTEMS, AND SERVICES; AND/OR (g) LOSS OR DAMAGE INCURRED DUE TO USE OF THE CLONEOPS.AI CONTENT OR ANY MATERIALS MADE AVAILABLE THROUGH THE SERVICE.

NOTHING IN THIS SECTION 15 IS INTENDED TO LIMIT OR MODIFY ANY EXPRESS WARRANTY GIVEN BY CLONEOPS.AI IN THESE TERMS OR ANY ORDER FORM AGREED BY THE PARTIES.

13. INDEMNITY

a. By CloneOps.ai. CloneOps.ai agrees to indemnify, defend, and hold harmless Customer, its affiliates, officers, agents, and employees from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising from third party claims (“Claim”) related to U.S. patent, copyright, or trade secret infringements resulting from Customer’s use of the Services provided hereunder. This obligation is CloneOps.ai’s exclusive responsibility for infringement claims. If CloneOps.ai is aware of a Claim or anticipates one, CloneOps.ai may, at its discretion: (a) obtain the right for Customer to continue using the Services or Software; (b) replace or modify the Services or Software to cease infringement; or (c) terminate the Services and refund a prorated amount of prepaid fees for the remaining period. CloneOps.ai’s indemnification is conditional upon: (i) Customer promptly notifying CloneOps.ai of any Claim; (ii) CloneOps.ai retaining control of the defense and settlement of any Claim; and (iii) Customer providing reasonable assistance in defense and settlement. CloneOps.ai holds no indemnification obligations for Claims arising from: (w) Customer’s or any end user’s use of the Services beyond these Terms’ scope; (x) any Customer Data, Customer-provided software/materials, or third-party software/materials; (y) the combination of Services with products, services, hardware, data, or business processes not provided by CloneOps.ai; or (z) modifications of the Services by any party other than CloneOps.ai or its agents, or by CloneOps.ai or its agents in accordance with Customer’s instructions.

b. By Customer. Customer agrees to indemnify, defend, and hold harmless CloneOps.ai Parties from any claim, loss, obligation, demand, damage, cost, liability, expenses, and attorney’s fees resulting from or related to: (a) your use, access, or misuse of the Service or Portal; (b) your use or misuse of any CloneOps.ai Content, including results; (c) your breach of these Terms; (d) your violation of third-party rights, including IP Rights or privacy rights; (e) your failure to obtain any necessary consent, authorization, or other rights for CloneOps.ai to perform the Services; (f) your use of Linked Services or breaches of any third-party terms for Linked Services or Third Party AI Services; or (g) activity under your account due to your failure to maintain account security; provided that Customer and its Authorized Users have no such obligation where losses are caused by CloneOps.ai’s gross negligence or willful misconduct, or in the case of (d), to the extent caused by the Service or CloneOps.ai Content.

14. LIMITATIONS ON LIABILITY

IN NO EVENT SHALL CLONEOPS.AI BE LIABLE TO YOU, YOUR BUSINESS, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE SERVICE, CLONEOPS.AI CONTENT, OR OUTPUTS, INCLUDING LOSS OF PROFITS OR SAVINGS, DATA LOSS, LOSS OF OPPORTUNITY, REPUTATION, GOODWILL, OR BUSINESS, REGARDLESS OF (a) THE FORM OF CLAIM OR ACTION (INCLUDING ANY NEGLIGENCE OF THE CLONEOPS.AI PARTIES), AND (b) WHETHER OR NOT DAMAGES ARE FORESEEN OR FORESEEABLE, EVEN IF CLONEOPS.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLONEOPS.AI WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITY, OR LOSS THAT YOU OR YOUR BUSINESS MAY INCUR, OR FOR ANY OTHER UNDESIRABLE CONSEQUENCES, RESULTING FROM: (a) ANY SUSPENSION OR DISRUPTION OF THE SERVICE, INCLUDING WHERE SUCH SUSPENSION OR DISRUPTION RESULTS FROM THE CLONEOPS.AI PARTIES’ NEGLIGENCE; (b) ANY ERRORS, MISTAKES, OR INACCURACIES IN THE CLONEOPS.AI CONTENT OR OUTPUTS; (c) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE OR CLONEOPS.AI CONTENT; (d) UNAUTHORIZED ACCESS TO OR USE OF CLONEOPS.AI’S OR ITS AFFILIATES’ SERVERS AND/OR ANY INFORMATION STORED THEREIN; (e) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (f) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (g) FAILURES, DISRUPTIONS, ERRORS, OR DELAYS ARISING FROM INTERACTIONS BETWEEN THE SERVICE AND THIRD-PARTY SOFTWARE, SYSTEMS, AND SERVICES USED BY YOU; (h) ANY LOSS OR DAMAGE RESULTING FROM YOUR USE OF ANY CLONEOPS.AI CONTENT OR YOUR INTERACTIONS WITH ANY THIRD PARTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CLONEOPS.AI IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CLONEOPS.AI WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITY, OR LOSS THAT YOU, YOUR BUSINESS, OR ANY OTHER PERSON MAY INCUR, OR FOR ANY OTHER UNDESIRABLE CONSEQUENCES, RESULTING FROM YOUR BREACH OF YOUR WARRANTIES OR OTHER OBLIGATIONS UNDER THESE TERMS OF SERVICE, INCLUDING THE OBLIGATION TO MAINTAIN THE SECURITY OF YOUR LOGIN DETAILS AND PASSWORDS.

CLONEOPS.AI MAXIMUM AGGREGATE LIABILITY FOR ANY SINGLE EVENT (OR A SERIES OF RELATED EVENTS) GIVING RISE TO A CLAIM IN CONNECTION WITH THESE TERMS OF SERVICE OR IN RELATION TO THE SERVICE WILL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE ACTION GIVING RISE TO SUCH LIABILITY.

15. GOVERNING LAW AND DISPUTES

a. Governing Law. The Customer and CloneOps.ai the agree that the validity, interpretation, construction, effect, and enforcement of this Agreement shall be governed by the laws of the State of Delaware, without regard to any conflict-of-law rules or principles that would require the application of the substantive law of a State other than Delaware. Each party hereto (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the courts of the State of Delaware or of the United States of America located in the State of Delaware, New Castle County; (ii) waives any objection that such party may have now or hereafter to the venue of any such suit, action or proceeding; and (iii) irrevocably consents and submits to the personal jurisdiction of the courts of the State of Delaware and the United States of America located in the State of Delaware, New Castle County, in any such suit, action or proceeding.

b. Litigation; Jury-Trial Waiver; Attorney’s Fees and Costs. The parties to this Agreement acknowledge and agree that any litigation to enforce or defend any rights under this Agreement, and any litigation arising out of or in connection with this Agreement, SHALL BE CONDUCTED BEFORE AND TRIED TO A JUDGE WITHOUT A JURY, EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY WAIVING THEIR RIGHT TO TRIAL BY JURY. In any dispute under this Agreement, the losing party shall be required to pay the prevailing party’s attorney’s fees, court costs, and other expenses incurred throughout all negotiations, trials, or appeals undertaken in order to enforce its rights under this Agreement, despite any statutory or case law to the contrary.

16. MISCELLANEOUS

a. Force Majeure Events. A party will not be in breach of these Terms of Service, nor liable for any failure or delay in performance of its obligations under these Terms, where such failure or delay results from acts, events, omissions, or accidents beyond its reasonable control, including, but not limited to, acts of God, fire, flood, earthquake, natural disasters, pandemics, health crises, official health directives, explosions, war, armed conflict, imposition of sanctions, embargoes, terrorist attacks, civil commotion, raw material shortages, industrial actions, strikes, power outages, or electronic communication network disruptions (“Force Majeure Events”). If a Force Majeure Event affects CloneOps.ai's services, reasonable efforts will be made to notify users through the Service, website, or email.

b. Publicity Rights. Unless otherwise received in writing from the Customer, the Customer consents to CloneOps.ai identifying Customer as a user of Services across CloneOps.ai’s website, business deals, press releases, promotional materials, tradeshows, or other marketing materials. Upon service implementation, CloneOps.ai may issue a pre- approved press release about Customer's services usage and Customer agrees to participate in case studies, reference contributions, and provide marketing quotes.

c. Assignment. These Terms, and any rights hereunder, may only be assigned by Customer with CloneOps.ai’s prior written consent, but CloneOps.ai may assign them without restriction and without notification to Customer.

d. No Modifications. Except as otherwise permitted, no modification, alteration, or waiver of these Terms is effective unless in writing and signed by both parties. No waiver of any provision is deemed a continuing waiver of any other term.

e. No Partnership or JV. These Terms do not create a partnership or joint venture, nor are they to be interpreted as establishing a principal-agent relationship.

f. Entire Agreement. These Terms supersede all prior agreements and arrangements concerning the subject matter. If any provision is found unenforceable by a competent jurisdiction, such provision will be limited or replaced to preserve the original intent. Each party acknowledges reliance only on the expressly provided Terms.