TERMS OF SERVICE

Version: 2.1

February 10, 2026

These Terms of Service (“Agreement”) governs the relationship between Klarity and the entity identified as the customer in an applicable Order Form (“Customer”).  This Agreement is incorporated by reference into, and forms part of, each Order Form entered into between Klarity and Customer that references this Agreement.  The “Effective Date” of this Agreement is the effective date specified in the first applicable Order Form, or, if no such date is specified, the date on which the applicable Order Form is executed.  In the event of a conflict between this Agreement and an Order Form, the Order Form will control solely with respect to the subject matter of such conflict.  

1. 1. DEFINITIONS
   ps://www.klarity.ai/architect/subprocessors-t29fc9e8-b1af-4bfa
   1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
   ‍
   2. “Customer Data” means any data, content or information submitted to the Services by or on behalf of Customer.
   ‍
   2. SERVICES AND SUPPORT
   ‍
   1. Klarity will make the software-as-a-service offerings described in an applicable order form (“Order Form”) available to Customer in accordance with this Agreement (“Services”), and each Order Form is incorporated into and governed by this Agreement.  Customer’s right to access and use the Services, including the applicable subscription term, service capacity and fees, is set forth exclusively in the applicable Order Form.  Technical support, if any, will be provided solely in accordance with the Service Level Agreement attached as Exhibit A.  
   ‍
   2. The Services may Process Customer Data, including documents, recordings, audio, video, screen shares, screenshots, and other materials submitted by or on behalf of Customer, and may generate Outputs (as defined in the AI Addendum) such as documentation, summaries, analyses, diagrams, and recommendations derived from such materials.
   ‍
   3. Klarity may update or modify the Services from time to time, provided such updates do not materially reduce the primary features of the Services described in Klarity’s then-current documentation for the purchased product, excluding beta features, experimental functionality, or third-party integrations.  
   ‍
   3. FEES
   ‍
   1. Customer will pay Klarity the fees described in the applicable Order Form (“Fees”).  The Fees are calculated based on the service capacity specified in the Order Form (“Service Capacity”).  Unused Service Capacity will not carry over into subsequent Subscription Terms.  Excess usage above capacity will be invoiced at the rates in the Order Form, provided that unlimited subscriptions are not subject to overage charges during the Subscription Term.  All Fees are quoted and payable in United States Dollars (USD).  Any late payments will accrue interest at the lesser of: (i) 1% per month; or (ii) the maximum rate permitted by law.  Klarity may suspend the Services for overdue fees after notice.  
   ‍
   2. Fees are exclusive of all taxes, and Customer is responsible for all applicable taxes related to the Services, except for taxes based on Klarity’s net income.  
   ‍
   4. TERM AND TERMINATION
   ‍
   1. This Agreement remains in effect for the duration of all Subscription Terms under executed Order Forms.  Each Order Form will automatically renew unless either party gives at least thirty (30) days’ written notice of non-renewal. 
   ‍
   2. Either party may terminate this Agreement or an Order Form upon written notice if the other party: (i) materially breaches this Agreement and fails to cure such breach within thirty (30) days following written notice; or (ii) becomes subject to bankruptcy, insolvency, liquidation, or similar proceedings.  If Customer terminates due to Klarity’s uncured material breach, Klarity will refund any unused prepaid Fees for the terminated Order Form(s).  Provisions that by their nature should survive will survive termination.
   ‍
   5. CONFIDENTIALITY
   ‍
   1. Each party may receive non-public information from the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information (“Confidential Information”).  The receiving party will use Confidential Information solely to perform under this Agreement, protect it using reasonable care, and not disclose it except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.  Each party retains ownership of its Confidential Information.  Confidential Information does not include information that is publicly available, independently developed without use of the other party’s Confidential Information, or lawfully received from a third party without restriction.  A party may disclose Confidential Information to the extent required by law or court order.
   ‍
   6. RIGHTS AND RESPONSIBILITIES
   ‍
   1. Customer will not: (i) reverse engineer, copy, modify, or create derivative works from the Services; (ii) use the Services except for internal business purposes; (iii) publish any benchmarks or performance tests of the Services; (iv) remove any proprietary notices; or (v) provide access to the Services except to its authorized users (“Users”), which may include Customer’s and its Affiliates’ employees and contractors acting solely for Customer’s internal business purposes, provided that Customer remains responsible for all acts and omissions of its Users under the Agreement.  Customer and its Users will comply with applicable law and this Agreement and will not use the Services to transmit unlawful or infringing material.
   ‍
   2. During the Subscription Term, Customer may export Customer Data using the Services’ standard functionality.
   ‍
   3. Klarity retains all right, title, and interest in the Services and all related improvements and technology.  Any feedback provided by Customer may be used by Klarity without restriction.  
   ‍
   7. WARRANTY AND DISCLAIMER
   ‍
   1. Each party represents that it has the power and authority to enter into and perform under this Agreement.  
   ‍
   2. Klarity warrants that the Services will operate substantially in accordance with its documentation during the applicable Subscription Term.  The Services may be temporarily unavailable for maintenance or due to causes beyond Klarity’s reasonable control.  Customer’s sole and exclusive remedy for breach of this warranty is repair, replacement, or termination with a prorated refund as expressly provided in this Agreement.  The Services are provided as a configurable software tool and do not provide legal, tax, accounting, or other professional advice.  Customer is solely responsible for its use of the Services and for any decisions, actions, or conclusions drawn from Customer Data or outputs generated through the Services.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS,” AND KLARITY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.  
   ‍
   8. INDEMNITY
   ‍
   1. Klarity will defend and indemnify Customer against any third-party claim alleging that the Services, as provided by Klarity and used in accordance with this Agreement, infringe any U.S. intellectual property rights.  Klarity will have no obligation to the extent a claim arises from: (i) Customer Data; (ii) use of the Services in violation of this Agreement or applicable law; (iii) modification of the Services; or (iv) use of the Services in combination with products, services or data not provided by Klarity.  If the Services become, or in Klarity’s reasonable opinion are likely to become, the subject of an infringement claim, Klarity may modify or replace the Services to make them non-infringing, or terminate the affected Services and refund any unused prepaid Fees.  
   ‍
   2. Customer will defend and indemnify Klarity against any third-party claim arising from Customer Data or Customer’s use of the Services in violation of this Agreement or applicable law.  
   ‍
   3. The indemnified party will promptly notify the indemnifying party of any claim and reasonably cooperate in the defense.  The indemnifying party will control the defense and settlement of the claim, provided that it may not settle any claim in a manner that imposes liability or obligations on the indemnified party without its prior written consent.  This section states the parties’ exclusive remedies for the indemnified claims. 
   ‍
   9. LIMITATION OF LIABILITY
   ‍
   1. EXCEPT FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR LOSS OF PROFITS OR DATA DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO KLARITY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.  
   ‍
   10. MISCELLANEOUS
   ‍
   1. The parties are independent contractors, and nothing in this Agreement creates any agency, partnership, joint venture, employment, or fiduciary relationship between the parties.  Neither party has authority to bind the other.
   ‍
   2. This Agreement, together with all Order Forms and incorporated exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, or communications, whether written or oral.  In the event of any conflict, the applicable Order Form will control, followed by the exhibits, and then this Agreement.  Any amendment or waiver must be in a writing signed by both parties.  No terms contained in any Customer purchase order or similar document will apply.
   ‍
   3. If any provision of this Agreement is held unenforceable, such provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.  A failure to enforce any provision will not constitute a waiver of future enforcement of that or any other provision.
   ‍
   4. Neither party may assign this Agreement without the other party’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, in which case no consent is required.  Klarity may use subcontractors, including outside the United States, to provide the Services and will remain responsible for their performance.
   ‍
   5. Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government action, or failures of utilities or networks (“Force Majeure Events”).
   ‍
   6. Notices under this Agreement will be provided by email to the addresses specified by the parties and will be deemed given when sent.  
   ‍
   7. Klarity may identify Customer as a customer of Klarity using Customer’s name and logo, subject to Customer’s trademark usage guidelines.  
   ‍
   8. This Agreement is governed by the laws of the State of California, without regard to conflict of law principles.  Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in California, and each party consents to their jurisdiction.  Each party waives the right to a jury trial.  The prevailing party may recover its reasonable attorneys’ fees and costs.  
   Accepted and agreed to by the authorized representative of each party:KLARITY INTELLIGENCE, INC. CUSTOMER:Signature: Signature:Date: Date:Name: Name:Title: Title:EXHIBIT ASERVICE LEVEL AGREEMENTThis Service Level Agreement (“SLA”) is incorporated into and governed by the Agreement.  
   1. TECHNICAL SUPPORT
   ‍
   1. Klarity will provide technical support via email during business days from 8:00 a.m. to 5:00 p.m. Pacific Time, excluding U.S. federal holidays.  
   ‍
   2. SERVICE LEVEL TERMS
   ‍
   1. During the Subscription Term, the Services will be available 99.7% of the time, measured monthly by Klarity’s monitoring systems, excluding scheduled maintenance (“Target Availability”).  Target Availability excludes downtime caused by events outside Klarity’s reasonable control, including Force Majeure Events, third-party outages, or Customer systems, configuration, or misuse.
   ‍
   2. If monthly availability falls below Target Availability and Customer notifies Klarity in writing within thirty (30) days after the downtime, Customer will be eligible for a service credit (“Service Credit”) as follows:
   Availability Percentage95% - 99.6%90%-94.9%85%-89.9%below 85%Service Credit (percentage of monthly subscription fee)5%10%20%25%
   3. Service credits may be applied only to future Fees and are Customer’s sole remedy for availability failures.  In no event will service credits exceed 25% of the monthly Fees for the affected month.  Customer must be current on payment obligations to receive Service Credits. 
   EXHIBIT BDATA PROCESSING ADDENDUMThis Data Processing Addendum (“DPA”) is incorporated into and governed by the Agreement and applies to Klarity’s Processing of Personal Data under the Agreement.  In the event of any conflict between this DPA and the Agreement, this DPA will control with respect to the Processing of Personal Data.  
   1. DEFINITIONS
   ‍
   1. “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Processing”, and related terms have the meanings given in applicable Data Protection Law.
   ‍
   2. "Data Protection Law" means all applicable privacy and data protection laws, including the GDPR and applicable U.S. state privacy laws (including the CCPA).
   ‍
   2. RELATIONSHIP OF THE PARTIES; SCOPE OF PROCESSING
   ‍
   1. Customer is the Controller of Customer Personal Data and appoints Klarity as a Processor to Process such data to provide the Services under the Agreement (“Permitted Purpose”).  Klarity will Process Customer Personal Data only for the Permitted Purpose.  Klarity will Process Customer Personal Data only in accordance with Customer’s instructions, except as required by law.  Klarity will ensure that its personnel authorized to Process Customer Personal Data are bound by confidentiality obligations.  
   ‍
   2. Klarity will not transfer Customer Personal Data outside the EEA or the UK except pursuant to the EU Standard Contractual Clauses (SCC) and, where applicable, the UK International Data Transfer Addendum.  The SCCs are incorporated by reference.  
   ‍
   3. Klarity will reasonably assist Customer in responding to Data Subject requests as required by Data Protection Law.
   ‍
   4. Upon expiration or termination of this Agreement, Klarity will delete Customer Data within thirty (30) days, unless retention is required by law.  Customer may request deletion of Customer Data earlier, and Klarity will delete such Customer Data within thirty (30) days of the request unless retention is required by law.  Customer Data may be retained in accordance with Klarity’s standard archival backup processes and will be deleted in the ordinary course.  
   ‍
   5. Customer authorizes Klarity to engage subprocessors to Process Customer Personal Data, provided Klarity imposes data protection obligations substantially similar to this DPA.  Klarity will notify Customer of any new subprocessors, and Customer may reasonably object within thirty (30) days.  If Customer reasonably objects, Klarity will either not appoint the subprocessor or allow Customer to terminate the affected Services.  
   ‍
   6. Customer represents and warrants that it has obtained and will maintain all rights, permissions, and consents necessary for Klarity to Process Customer Data as contemplated by the Agreement, including any audio, video, screen shares, screenshots, or recordings, and is solely responsible for compliance with applicable notice and consent laws.  
   ‍
   3. SECURITY
   ‍
   1. Klarity will maintain appropriate technical and organizational measures to protect Customer Personal Data, consistent with its security program.  
   ‍
   2. Klarity will maintain appropriate measures to protect Customer Personal Data against a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data (“Security Incident”).  Klarity will notify Customer within forty-eight (48) hours of becoming aware of a Security Incident and will take reasonable steps to mitigate its effects.  Klarity will reasonably cooperate with Customer in responding to a Security Incident.  
   ‍
   4. CCPA
   ‍
   1. Capitalized terms defined in the CCPA have the meanings given in the CCPA.  Customer is a Business and Klarity is a Service Provider processing Personal Information solely to provide the Services.  Klarity will not sell or share such Personal Information and will not retain, use, or disclose it for any other purpose except as permitted by applicable law.  
   ‍
   5. AUDIT
   ‍
   1. Upon Customer’s reasonable request, Klarity will provide information necessary to demonstrate compliance with this DPA, including relevant SOC reports.  Customer may conduct an audit through a mutually agreed independent auditor only where required by Data Protection Law or where Customer reasonably believes Klarity is in material non-compliance, subject to reasonable notice, confidentiality, and no more than once annually.  
   ANNEX 1 (PARTIES AND DETAILS OF PROCESSING)A. LIST OF PARTIESData Exporter: Customer, as identified in the Agreement (Controller).Data Importer: Klarity Intelligence, Inc. (Processor).B. DESCRIPTION OF TRANSFERCategories of Data Subjects: Customer’s authorized users and other individuals whose Personal Data is included in information submitted to the Services.Categories of Personal Data: Business contact information and other Personal Data included in information submitted to the Services.Special Categories of Personal Data: None intended.Frequency of Transfer: Continuous for the duration of the Agreement.Nature of the Processing: Processing as necessary to provide the Services.Purpose(s) of the Transfer and Further Processing: Provision, operation, and support of the Services under the Agreement.Period for Which the Personal Data Will Be Retained: For the duration of the Agreement, unless deleted earlier upon Customer’s request or as required by applicable law.Competent Supervisory Authority: The supervisory authority determined in accordance with the GDPR.  ANNEX 2 (UK INTERNATIONAL DATA TRANSFER ADDENDUM)The parties adopt the UK ICO International Data Transfer Addendum, which is incorporated by reference and shall govern any UK Restricted Transfers.  In the event of any conflict between the Addendum and the EU SCCs, the Addendum will prevail for such transfers.  Tables 1–4 incorporate the information in Annexes 1 and 3 (and, where applicable, Annex 4).   ANNEX 3 (SCC ANNEX II – TECHNICAL AND ORGANISATIONAL MEASURES)Klarity will maintain appropriate technical and organisational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, including, as appropriate:
   • Encryption of Personal Data in transit and at rest.
   ‍
   • Access controls based on least privilege and role-based authorization.
   ‍
   • Logging and monitoring of system access and security events.
   ‍
   • Backup and recovery measures to support availability and resilience.
   ‍
   • Incident response procedures.
   ‍
   • Subprocessor management measures ensuring subprocessors are subject to written obligations no less protective than those set out in the Agreement.
   ANNEX 4 (SCC ANNEX III – LIST OF SUBPROCESSORS)Customer consents to Klarity’s use of subprocessors as described on Klarity’s then-current subprocessor list, available at a publicly accessible URL, as updated from time to time: ps://www.klarity.ai/architect/subprocessors-t29fc9e8-b1af-4bfa EXHIBIT CARTIFICIAL INTELLIGENCE ADDENDUMThis Artificial Intelligence Addendum (“AI Addendum”) applies solely to the extent Klarity uses artificial intelligence systems, models, or related tools (“AI”) in connection with providing the Services under the Agreement.  
   1. PERMITTED USE OF AI
   ‍
   1. Klarity may use AI, including AI provided by third parties (“Third-Party AI Providers”), solely to provide, operate and support the Services in accordance with the Agreement and the DPA.
   ‍
   2. NO MODEL TRAINING
   ‍
   1. Klarity and its Third-Party AI Providers will not use Customer Data to train, fine-tune or improve any AI models, whether proprietary or third-party.  
   ‍
   3. INPUTS AND OUTPUTS
   ‍
   1. “Inputs” means information or content submitted by or on behalf of Customer for processing by the Services in a particular use or interaction.
   ‍
   2. “Outputs” means results generated by the Services in response to Inputs.
   ‍
   3. As between the parties, Customer owns: (i) Inputs; and (ii) Outputs to the extent such Outputs are derived from Customer Data, and Klarity retains all right, title and interest in and to the Services, including all templates, taxonomies, frameworks, prompts, methodologies, logic, models and system components used to generate the Outputs.  
   ‍
   4. Customer acknowledges that Outputs may be incomplete or inaccurate, require human review and validation prior to use for any operational, legal, regulatory or compliance purposes, and that Klarity does not make decisions on Customer’s behalf.  
   ‍
   5. Nothing in the Agreement restricts Klarity from developing, using or providing similar or identical outputs, models or frameworks for other customers, provided Klarity does not use or disclose Customer Data.  
   ‍
   4. THIRD PARTY AI PROVIDERS
   ‍
   1. To the extent Third-Party AI Providers Process Customer Data on Klarity’s behalf, Klarity will ensure such providers are subject to written obligations no less protective than those set out in the Agreement and the DPA.  
   ‍
   1. Klarity remains responsible for the acts and omissions of its Third-Party AI Providers to the same extent as if Klarity had made such act or omission directly.