By accessing and using the ClearPath Innovative Solutions LLC ("ClearPath AI," "we," "our," or "us") website and services, you accept and agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our services. These Terms constitute a legally binding agreement between you (whether personally or on behalf of an entity) and ClearPath Innovative Solutions LLC. We reserve the right to modify these Terms at any time, and such modifications shall be effective immediately upon posting.

ClearPath AI provides business automation, artificial intelligence integration, custom software development, data analytics, and related professional services ("Services"). Our Services include but are not limited to: • Workflow automation and process optimization • AI-powered business intelligence and analytics • Custom software development and system integration • Data collection, transformation, and visualization • Government contract support and compliance solutions • Consulting and strategic advisory services All Services are subject to separate Service Agreements or Statements of Work ("SOW") that specify scope, deliverables, timelines, and pricing.

To access certain features of our platform, you may be required to create an account. You agree to: • Provide accurate, current, and complete information during registration • Maintain the security of your account credentials • Notify us immediately of any unauthorized access • Accept responsibility for all activities under your account • Not share your account with others • Not create multiple accounts without authorization We reserve the right to suspend or terminate accounts that violate these Terms or are inactive for extended periods.

Payment for Services shall be governed by the terms specified in your Service Agreement or SOW. General payment terms include: • Invoices are due within 30 days unless otherwise specified • Late payments may incur interest at 1.5% per month (18% annually) or the maximum rate permitted by Virginia law, whichever is less • We accept payment via ACH, wire transfer, check, or approved credit cards • All fees are in U.S. Dollars and exclude applicable taxes • Client is responsible for all sales, use, and other taxes • Non-payment may result in suspension of Services For government contracts, payment terms follow applicable Federal Acquisition Regulation (FAR) provisions and contract-specific terms.

**Our Property:** All content, features, and functionality of our website and platform, including but not limited to text, graphics, logos, software, and design, are the exclusive property of ClearPath AI or its licensors and are protected by U.S. and international copyright, trademark, and other intellectual property laws. **Your Data:** You retain all rights to data, content, and materials you provide to us ("Client Data"). You grant us a limited license to use Client Data solely to provide Services. **Work Product:** Unless otherwise specified in a Service Agreement, deliverables and work product created specifically for you become your property upon full payment. Our methodologies, frameworks, templates, and reusable components remain our property. **Open Source:** We may use open-source software components in our Solutions. Such components remain subject to their respective licenses.

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our relationship. This includes: • Business strategies, financial information, and trade secrets • Technical data, source code, and system architectures • Client lists, pricing information, and business processes • Any information marked as "Confidential" or reasonably understood to be confidential Confidential information does not include information that: (a) is publicly available; (b) was known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law. For government contracts, confidentiality is subject to Freedom of Information Act (FOIA) requirements and applicable federal regulations.

We are committed to protecting your privacy and securing your data in accordance with applicable laws including: • Virginia Consumer Data Protection Act (VCDPA) • General Data Protection Regulation (GDPR) where applicable • Health Insurance Portability and Accountability Act (HIPAA) where applicable • Federal Information Security Management Act (FISMA) for government contracts For detailed information about our data practices, please review our Privacy Policy. We implement industry-standard security measures including encryption, access controls, regular security assessments, and compliance with NIST 800-53 controls where required.

We strive to maintain high availability of our Services but do not guarantee uninterrupted access. We reserve the right to: • Perform scheduled maintenance with advance notice • Make emergency updates or repairs as needed • Modify or discontinue features with reasonable notice • Limit access to prevent abuse or security threats Service Level Agreements (SLAs) for uptime, response times, and support are specified in individual Service Agreements and may vary based on service tier.

**Limited Warranty:** We warrant that Services will be performed in a professional and workmanlike manner consistent with industry standards. **DISCLAIMER:** EXCEPT AS EXPRESSLY PROVIDED IN A SERVICE AGREEMENT, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that: • Services will meet your specific requirements • Services will be uninterrupted, timely, secure, or error-free • Results obtained from Services will be accurate or reliable • Any errors in Services will be corrected **For government contracts:** Warranties are subject to FAR 52.246 and contract-specific quality assurance provisions.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: **Damages Cap:** Our total liability for any claims arising from or related to Services shall not exceed the fees paid by you for the specific Service giving rise to the claim in the 12 months preceding the claim. **Excluded Damages:** IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. **Exceptions:** This limitation does not apply to: • Gross negligence or willful misconduct • Violations of intellectual property rights • Breaches of confidentiality obligations • Claims for which liability cannot be limited by law **Virginia Law:** Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such cases, our liability shall be limited to the greatest extent permitted by applicable Virginia law.

You agree to indemnify, defend, and hold harmless ClearPath AI, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: • Your use of our Services • Violation of these Terms • Violation of any rights of another party • Your Client Data or materials provided to us • Breach of your representations and warranties We will notify you of any such claim and cooperate in the defense. We reserve the right to assume exclusive defense and control of any matter subject to indemnification.

**Term:** These Terms remain in effect while you use our Services. **Termination by You:** You may terminate your account at any time with written notice. You remain responsible for fees incurred prior to termination. **Termination by Us:** We may suspend or terminate your access immediately if you: • Breach these Terms or any Service Agreement • Engage in fraudulent, abusive, or illegal activity • Fail to pay fees when due • Pose a security or legal risk **Effect of Termination:** Upon termination: • Your right to access Services ceases immediately • We may delete your data after a reasonable retention period • Outstanding fees become immediately due and payable • Provisions that by nature should survive (confidentiality, liability limitations, etc.) remain in effect **Data Retrieval:** You may request export of your data within 30 days of termination, subject to payment of outstanding fees.

When providing Services under a federal government contract, the following additional terms apply: • Services comply with Federal Acquisition Regulation (FAR) and agency-specific regulations • We maintain FedRAMP-ready infrastructure and NIST 800-53 security controls • All work products are subject to FAR 52.227-14 (Rights in Data) or as specified in the contract • We comply with FAR 52.204-21 (Basic Safeguarding of Covered Contractor Information Systems) • Security clearances and facility clearances are maintained as required • Equal Employment Opportunity and Affirmative Action provisions apply per FAR 52.222 Government clients have rights under the Contract Disputes Act and may seek relief through appropriate channels.

You agree not to: • Use Services for any illegal purpose or in violation of any laws • Attempt to gain unauthorized access to our systems or other users' accounts • Interfere with or disrupt the integrity or performance of Services • Transmit viruses, malware, or other malicious code • Collect or harvest information about other users • Use Services to send spam or unsolicited communications • Impersonate others or provide false information • Reverse engineer, decompile, or disassemble our software • Use Services in any way that could damage our reputation Violation of this policy may result in immediate termination and legal action.

Our Services may integrate with or link to third-party services, websites, or applications. We are not responsible for: • The availability, accuracy, or content of third-party services • Third-party terms of service or privacy policies • Any damages or losses from your use of third-party services Your use of third-party services is at your own risk and subject to their respective terms and conditions.

Our Services and technology may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). You agree to comply with all applicable export laws and not to export, re-export, or transfer Services or technology to prohibited countries, entities, or persons without proper authorization.

**Governing Law:** These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions. **Jurisdiction:** Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Virginia Beach, Virginia, and you consent to personal jurisdiction in such courts. **Informal Resolution:** Before filing any formal action, parties agree to attempt to resolve disputes through good-faith negotiation for at least 30 days. **Arbitration:** For disputes involving less than $75,000, parties may agree to binding arbitration under the American Arbitration Association's Commercial Arbitration Rules. **Government Contracts:** Disputes under federal contracts are subject to the Contract Disputes Act and applicable FAR clauses. **Class Action Waiver:** You agree that disputes will be resolved individually and not as part of a class action or consolidated proceeding.

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to: • Acts of God, natural disasters, or severe weather • War, terrorism, civil unrest, or government action • Epidemics, pandemics, or public health emergencies • Strikes, labor disputes, or utility failures • Cyberattacks, internet outages, or infrastructure failures Upon occurrence of a force majeure event, the affected party shall promptly notify the other party and make reasonable efforts to minimize impact and resume performance.

ClearPath AI is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties. Neither party has authority to bind or commit the other party.

**Entire Agreement:** These Terms, together with any Service Agreements, SOWs, and our Privacy Policy, constitute the entire agreement between you and ClearPath AI regarding Services. **Severability:** If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect. **No Waiver:** Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. **Assignment:** You may not assign these Terms without our prior written consent. We may assign these Terms to any affiliate or successor without restriction.

**Consumer Rights:** If you are a Virginia resident, you have certain rights under the Virginia Consumer Data Protection Act (VCDPA). See our Privacy Policy for details. **Choice of Law:** Under Virginia Code § 8.01-243.1, parties may agree to Virginia law governing this agreement regardless of where you are located. **Electronic Signatures:** This agreement may be executed electronically in accordance with the Uniform Electronic Transactions Act as adopted in Virginia (Va. Code § 59.1-479 et seq.). **Statute of Limitations:** Any claim arising from these Terms must be filed within two (2) years of when the cause of action arose, or the maximum period allowed by Virginia law, whichever is shorter.