Aithon Services Agreement

Last Updated: April 16, 2026

This Services Agreement (“Agreement”) is entered into as of the date of last signature on the applicable Order Form (“Effective Date”) by and between Aithon Tech Inc, a Delaware corporation, having its principal place of business at 228 Park Ave S # 185800, New York, NY, 10003-1502 (“Aithon”); and the customer identified in the Order Form (“Customer” or “you”).

For purposes of this Agreement, the term “Agreement” shall collectively include this Services Agreement, together with any and all Order Forms executed by the parties, and any exhibits, schedules, or attachments referenced herein or appended hereto. Within the Agreement, Aithon and Customer are each referred to as a “Party,” and collectively the “Parties.”

1. Definitions

Any terms defined in the Order Form are incorporated herein.

1.1 “Account”means Customer's account use to access the Services.

1.2 “Account Information”means information about Customer that Customer provides to Aithon in connection with the creation or administration of Customer's Account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with Customer's Account.

1.3 “Aithon Content” means APIs, proofs of concept, templates, advice, information, programs (including credit programs) and any other Content made available by Aithon and our affiliates related to use of the Services and other related technology (including any of the foregoing that are provided by Aithon personnel). Aithon Content does not include the Services or Third-Party Content.

1.4 “Content” means software (including machine images), data, text, audio, video, or images.

1.5 “Customer Content” means Content that Customer or any End User transfers to Aithon for processing, storage or hosting by the Services in connection with a Customer Account. For example, Customer Content includes Content that Customer or any End User stores in the Services. Customer Content does not include Customer Account Information, Metadata, or any Deidentified Information.

1.6 “Deidentified” means information that has been aggregated or deidentified in such a way that it cannot reasonably be used to infer information about, or otherwise be linked to, a particular person or household.

1.7 “End User”means any individual or entity that directly or indirectly through another user (a) accesses or uses Customer Content, or (b) otherwise accesses or uses the Services under Customer's account.

1.8 “Losses”means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees).

1.9 “Metadata” means any data that describes, explains, or provides context regarding other data, Content, or information created, transmitted, stored, or processed by the Services. Metadata includes, without limitation: technical attributes (such as file name, size, format, creation date, modification date, and version history); descriptive information (such as titles, tags, keywords, and classifications); administrative details (such as ownership, authorship, access rights, and usage restrictions); and transactional or operational records (such as logs, timestamps, geolocation, and system-generated identifiers). For clarity, Metadata does not include Personal Information nor the substantive content of the underlying data itself, but rather information that enables identification, management, organization, retrieval, or tracking of such content.

1.10 “Order Form” means a written or electronic document executed or accepted by Customer and Aithon that specifies the Services to be provided and any other commercial terms agreed between the Parties.

1.11 “Services” means the SaaS platform and associated online features and documentation provided by Aithon.

1.12 “Service Level Agreement”means all service level agreements referenced in Section 2.6 that Aithon offers with respect to the Services and post on Aithon's website, as they may be updated by us from time to time.

1.13 “Suggestions” means all suggested improvements, changes or feedback on to the Services or Aithon Content that Customer provides to Aithon, including automated feedback.

1.14 “Third Party Content” means Content made available to Customer by any third party on the Services.

1.15 “Term” means the term of this Agreement described in Section 6.1.

1.16 “Termination Date” means the effective date of termination provided in a notice from one Party to the other in accordance with Section 6.

2. Aithon Responsibilities

2.1 General

Customer may access and use Services in accordance with this Agreement. Service Level Agreements may apply to certain Services.

2.2 Third-Party Content

Third-Party Content may be used by Customer at Customer's election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.

2.3 Aithon Security

Without limiting Section 9 (Disclaimers) or Customer obligations under Section 3, Aithon will implement reasonable and appropriate measures designed to help Customer secure Customer Content against accidental or unlawful loss, access or disclosure.

2.4 Data Privacy

To the extent Customer provides Personal Information to the Services, the terms of the Data Processing Addendum incorporated as Exhibit A shall apply.

2.5 Notice of Changes to the Services

Aithon may change or discontinue any of the Services from time to time. Aithon will provide Customer at least 12 months' prior notice before discontinuing a material functionality of a Service that Aithon makes generally available to customers and that Customer is using. Aithon will not be obligated to provide such notice under this Section 2.5 if the discontinuation is necessary to (a) address an emergency, or risk of harm to the Services or Aithon, (b) respond to claims, litigation, or loss of license rights related to third party intellectual property rights, or (c) comply with law, but should any of the preceding occur Aithon will provide Customer with as much prior notice as is reasonably practicable under the circumstances.

2.6 Service Level Agreements

Aithon will provide the Services in accordance with the Service Level Agreement (“SLA”) available at https://aithon.ai/sla which is incorporated herein by reference. The SLA sets forth the performance standards, measurement criteria, reporting obligations, and remedies applicable to the Services. In the event of any inconsistency between the terms of this Agreement and the SLA, the terms of the SLA shall govern with respect to service performance standards, remedies, and reporting obligations, unless expressly stated otherwise in this Agreement.

2.7 Notice of Changes to the Service Level Agreements

Aithon may change, discontinue or add SLAs, provided, however, that Aithon will provide at least 90 days' advance notice for adverse changes to any SLA.

3. Customer Responsibilities

3.1 Customer Accounts

Customer will comply with the terms of this Agreement and all laws, rules and regulations applicable to Customer's use of the Services. To access the Services, Customer must have an Account associated with a valid email address and a valid form of payment. Unless explicitly permitted by Aithon, Customer will only create one account per email address. Except to the extent caused by Aithon's breach of this Agreement, (a) Customer are responsible for all activities that occur under Customer's Account, regardless of whether the activities are authorized by Customer or undertaken by Customer, Customer's employees or a third party (including Customer's contractors, agents or End Users), and (b) Aithon and our affiliates are not responsible for unauthorized access to Customer's Account.

3.2 Customer Content

Customer are responsible for Customer Content. Customer will ensure that Customer Content and Customer's and End Users' use of Customer Content or the Services will not violate any applicable law.

3.3 Customer Security and Backup

Customer is responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup Customer's Account and Customer Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Customer Content from unauthorized access and routinely archiving Customer Content.

3.4 Log-In Credentials

Account log-in credentials generated by the Services are for Customer's internal use only and Customer will not sell, transfer or sublicense such credentials to any other entity or person.

3.5 End Users

Customer will be deemed to have taken any action that Customer permits, assists or facilitates any person or entity to take related to this Agreement, Customer Content or use of the Services. Customer is responsible for End Users' use of Customer Content and the Services, and for their compliance with Customer obligations under this Agreement. If Customer becomes aware of any violation of Customer obligations under this Agreement caused by an End User, Customer will immediately suspend access to Customer Content and the Services by such End User. Aithon does not provide any support or services to End Users unless Aithon has a separate agreement with Customer or an End User obligating Aithon to provide such support or services.

4. Fees and Payment

4.1 Fees

Customer shall pay all fees set forth in the applicable Order Form.

4.2 Billing

Fees will be invoiced monthly in advance, unless otherwise specified in the Order Form.

4.3 Due Date

All invoices are due within thirty (30) days of the invoice date, unless otherwise agreed in writing.

4.4 Late Payments

Any past-due amounts may accrue interest at the rate of 2% per month or the maximum rate permitted by law, whichever is lower.

4.5 Taxes

Fees are exclusive of applicable taxes, and Customer is responsible for all sales, use, or similar taxes (excluding taxes based on Aithon's net income).

4.6 Non-Refundable

Except as expressly provided in this Agreement, all fees are non-refundable.

5. Temporary Suspension

5.1 Generally

Aithon may suspend Customer's or any End User's right to access or use any portion or all of the Services immediately upon notice to Customer if Aithon reasonably determines:

5.1.1.Customer or an End User's use of the Services (i) poses a security risk to the Services or any third party, (ii) could adversely impact Aithon systems, the Services or the systems or Content of any other Aithon customer, (iii) could subject Aithon, our affiliates, or any third party to liability, or (iv) could be fraudulent;

5.1.2. Customer is, or any End User is, in material breach of this Agreement;

5.1.3.Customer is in breach of Customer's payment obligations under Section 4; or

5.1.4.Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Customer's assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

5.2 Effect of Suspension

If Aithon suspends Customer's right to access or use any portion or all of the Services:

5.2.1. Customer will be responsible for all fees and charges Customer incur during the period of suspension that Aithon bills to Customer; and

5.2.2. Customer will not be entitled to any service credits under the Service Level Agreements for any period of suspension.

6. Term; Termination

6.1 Term

The term of this Agreement and any Order Form which incorporates this Agreement will commence on the Effective Date and will remain in effect for the duration of the Subscription Term (the “Term”) or until terminated under this Section 6. Any notice of termination of an Order Form by either Party to the other must include a Termination Date that complies with the notice periods in Section 6.2.

6.2 Termination

6.2.1. Termination for Convenience. Aithon may terminate this Agreement or an Order Form for any reason, or no reason, by providing at least 30-day written notice prior to the end of the Subscription Term. The Termination Date for any termination under this Section 6.2.1 will be the last day of the current Subscription Term.

6.2.2. Termination for Cause.

6.2.2.1. By Either Party.Either Party may terminate this Agreement for cause if the other Party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other Party. No later than the Termination Date, Customer will close Customer's Account.

6.2.2.2. By Aithon. Aithon may also terminate this Agreement immediately upon notice to Customer:

6.2.2.2.1. for cause if Aithon has the right to suspend under Section 5 and the issue giving Aithon the right to suspend either:

6.2.2.2.1.2. is not capable of being remedied; or

6.2.2.2.1.3.has not been remedied within 30 days of Aithon suspending Customer's service under Section 5.1;

6.2.2.3.if Aithon's relationship with a third-party partner who provides software or other technology Aithon uses to provide the Services expires, terminates or requires Aithon to change the way Aithon provides software or other technology as part of the Services; or

6.2.2.4. in order to comply with the law or requests of governmental entities.

6.3 Effect of Termination

6.3.1. Generally. Upon the Termination Date:

6.3.1.1. If this Agreement is terminated, all Order Forms which incorporate this Agreement are also terminated.

6.3.1.2. except as provided in Sections 6.3.1.5 and 6.3.2, all Customer rights under this Agreement immediately terminate;

6.3.1.3. Customer remains responsible for all fees and charges Customer has incurred through the Termination Date and are responsible for any fees and charges Customer incur during the post-termination period described in Section 6.3.2 that Aithon bills to Customer;

6.3.1.4.Customer will immediately return or, if instructed by us, destroy all Aithon Content in Customer's possession; and

6.3.1.5. Sections 3.1, 4, 6.3, 7 (except Section 7.3), 8, 9, 10, and 11 will continue to apply in accordance with their terms.

6.3.2. Post-Termination.Unless Aithon terminates Customer's use of the Services pursuant to Section 6.2.2, during the 30 days following the Termination Date:

6.3.2.1. Aithon will not take action to remove from the Services any Customer Content as a result of the termination; and

6.3.2.2. Aithon will allow Customer to retrieve Customer Content from the Services only if Customer has paid all amounts due under this Agreement.

6.4 Use after Termination Date

For any use of the Services after the Termination Date, the terms of this Agreement will apply and Customer will pay the applicable fees at the rates specified in the Order Form.

7. Proprietary Rights

7.1 Customer Content

Except as provided in this Section 7, Aithon obtain no rights under this Agreement from Customer (or Customer's licensors) to Customer Content or Customer Metadata. Customer consents to (i) Aithon's use of Customer Content and Metadata to provide the Services to Customer and any End Users, and (ii) Aithon's creation and use of Deidentified Information from Customer Content and Customer Metadata.

7.2 Adequate Rights

Customer represents and warrants to Aithon that: (a) Customer or Customer's licensors own all right, title, and interest in and to Customer Content and Suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of Customer Content or End Users' use of Customer Content or the Services will violate the Acceptable Use Policy available at [INSERT URL].

7.3 Restrictions

Notwithstanding any restrictions in the Acceptable Use Policy, neither Customer nor any End User will use Aithon Content or Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither Customer nor any End User will, or will attempt to (a) reverse engineer, disassemble, or decompile the Services or Aithon Content or apply any other process or procedure to derive the source code of any software included in the Services or Aithon Content (except to the extent applicable law doesn't allow this restriction), (b) access or use the Services or Aithon Content in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (c) resell the Services or Aithon Content. Customer will not imply any relationship or affiliation between Aithon and Customer except as expressly permitted by this Agreement.

7.4 Suggestions

If Customer provide any Suggestions to Aithon or our affiliates, Aithon and our affiliates will be entitled to use the Suggestions without restriction. Customer hereby irrevocably assign to Aithon all right, title, and interest in and to the Suggestions and agree to provide Aithon any assistance Aithon require to document, perfect, and maintain Aithon's rights in the Suggestions.

7.5 Training

Aithon will not use Customer Content to train the Services unless directed by Customer, in which case Customer may direct Aithon to only train on Deidentified Customer Content. Aithon may use Metadata to train and improve the services. As between Aithon and Customer, Aithon will own all right and title to any training or improvements to the Services.

8. Intellectual Property

8.1 License

As between Aithon (or its licensors) and Customer, Aithon or its licensors own all right, title, and interest in and to the Services, Aithon Content, and all related technology and intellectual property rights. Subject to the terms of the Agreement, Aithon grants you a limited, royalty-free, revocable, non-exclusive, non-sublicensable, non-transferrable license to copy and use the Aithon Content solely in connection with your permitted use of the Services during the Term (“IP License”). No other entity is entitled to or purports to grant or procure the grant of this IP License. Except as expressly provided in this Section, Customer obtains no other rights under the Agreement or this IP License from Aithon, its affiliates or suppliers to the Services and Aithon Content, including any related intellectual property rights. Some Aithon Content and Third-Party Content may be provided to you under a separate license, such as open source licenses. In the event of a conflict between this IP License and any separate license, the separate license will prevail with respect to the Aithon Content or Third-Party Content that is the subject of such separate license.

8.2 License Restriction

Neither Customer nor any End User will use the Services or Aithon Content in any manner or for any purpose other than as expressly permitted by this IP License and the Agreement. Neither Customer nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Services or Aithon Content (except to the extent such Content is provided to you under a separate license that expressly permits the creation of derivative works), or (b) sublicense the Services or Aithon Content. These license restrictions will continue to apply following the termination of this License.

9. Disclaimer

9.1 THE SERVICES AND AITHON CONTENT ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, AITHON AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR AITHON CONTENT OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICES OR AITHON CONTENT OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

10. Indemnity

10.1 General

To the extent permitted by applicable law, Customer will defend, indemnify, and hold harmless Aithon, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) Customer's or any End Users' use of the Services (including any activities under your Customer Account and use by Customer employees and personnel); (b) breach of this Agreement or violation of applicable law by Customer, End Users or Customer Content; or (c) a dispute between Customer and any End User. Customer will reimburse Aithon for reasonable attorneys' fees, as well as Aithon's employees' and contractors' time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at Aithon's then-current hourly rates.

10.2 Intellectual Property

Subject to the limitations in this Section 10, Customer will defend Aithon, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any Customer Content infringes or misappropriates that third party's intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

10.3 Process

The obligations under this Section 10 will apply only if the Aithon: (a) gives Customer prompt written notice of the claim; (b) permits Customer to control the defense and settlement of the claim; and (c) reasonably cooperates with Customer (at Customer's expense) in the defense and settlement of the claim. In no event will Customer agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of Aithon.

11. Limitation of Liability

11.1 Liability Disclaimers

EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 4, NEITHER AITHON NOR CUSTOMER, NOR ANY OF AITHON'S AFFILIATES OR LICENSORS, WILL HAVE LIABILITY TO THE OTHER UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, FOR (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, (B) THE VALUE OF CUSTOMER CONTENT, (C) LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL, OR (D) UNAVAILABILITY OF THE SERVICES OR AITHON CONTENT (THIS DOES NOT LIMIT ANY SERVICE CREDITS UNDER SERVICE LEVEL AGREEMENTS).

11.2 Damages Cap

EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 4, THE AGGREGATE LIABILITY UNDER THIS AGREEMENT OF EITHER AITHON OR CUSTOMER, AND ANY OF AITHON'S RESPECTIVE AFFILIATES OR LICENSORS, WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO AITHON UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE LIABILITY DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE; EXCEPT THAT NOTHING IN THIS SECTION 11 WILL LIMIT (A) CUSTOMER'S OBLIGATION TO PAY AITHON FOR CUSTOMER'S USE OF THE SERVICES PURSUANT TO SECTION 3, OR ANY OTHER PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, OR (B) ANY PARTY'S LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW.

12. Miscellaneous

12.1 Assignment

Customer will not assign or otherwise transfer this Agreement or any of Customer's rights and obligations under this Agreement, without Aithon's prior written consent. Any assignment or transfer in violation of this Section 12.1 will be void. Aithon may assign this Agreement without Customer consent (a) in connection with a merger, acquisition or sale of all or substantially all of Aithon's assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Aithon as a party to this Agreement and Aithon is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the Parties and their respective permitted successors and assigns.

12.2 Entire Agreement

This Agreement is the entire agreement between Customer and Aithon regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Customer and Aithon, whether written or verbal, regarding the subject matter of this Agreement.

12.3 Force Majeure

Except for payment obligations, neither Party nor any of their affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

12.4 Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws principles. The Parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York, and each Party hereby consents to the jurisdiction of such courts.

12.5 Independent Contractors; Non-Exclusive Rights

Aithon and Customer are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither Party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

12.6 Confidentiality

Customer may use Aithon Confidential Information only in connection with Customer's use of the Services or Aithon Content as permitted under this Agreement. Customer will not disclose Aithon Confidential Information during the Term. Customer will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Aithon Confidential Information, including, at a minimum, those measures Customer takes to protect Customer's own confidential information of a similar nature. This provision is intended to supplement, and not to supersede or conflict with, any nondisclosure agreements previously executed between the Parties. In the event of any inconsistency, the terms of such nondisclosure agreements shall govern with respect to the subject matter therein.

12.7 Marketing Rights

12.7.1. Customer Reference Rights.Customer grants Aithon the right to use Customer's name, logo, and a general description of the Services provided to Customer in Aithon's marketing materials, website, case studies, and customer lists. Aithon will provide Customer with a reasonable opportunity to review and approve any case study or detailed description of Customer's use of the Services prior to publication.

12.7.2. Press Releases.Any press release referencing Customer or Customer's use of the Services shall require Customer's prior written approval, which shall not be unreasonably withheld or delayed.

12.7.3. Customer Publicity.Customer will not issue any press release or make any other public communication with respect to this Agreement or Customer's use of the Services or Aithon Content, including use of the Aithon name or trademarks, without Aithon's prior written consent.

12.8 Notice

12.8.1. To Customer.Aithon may provide any notice to you under this Agreement by (i) posting a notice on Aithon's website; or (ii) sending a message to the email address then associated with Customer's Account. Notices Aithon provide by posting on the Aithon website will be effective upon posting and notices Aithon provide by email will be effective when Aithon send the email. It is Customer's responsibility to keep Customer's email address current. Customer will be deemed to have received any email sent to the email address then associated with Customer's Account when Aithon sent the email, whether or not Customer actually receive the email.

12.8.2. To Aithon. To give Aithon notice under this Agreement, Customer must contact Aithon by contacting customers@aithon.ai. We may update the email address for notices to Aithon by complying with Section 12.8.1 above.

12.9 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

12.10 No Waivers

The failure by Aithon to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit Aithon's right to enforce such provision at a later time. All waivers by Aithon must be in writing to be effective.

12.11 Severability

If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

12.12 Modifications to the Agreement

Aithon may modify this Agreement at any time by posting a revised version on the Aithon website or by otherwise notifying you in accordance with Section 12.8. The modified terms will become effective upon posting or, if Aithon notifies you by email, as stated in the email message. By continuing to use the Services or Aithon Content after the effective date of any modifications to this Agreement, Customer agree to be bound by the modified terms. It is Customer's responsibility to check the Aithon website regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.

Exhibit A — Data Processing Addendum

This Data Processing Addendum (“Addendum”) is entered into by and between Customer and Aithon and is effective as of Effective Date of the Agreement. Except as modified herein, the terms of the Agreement shall remain in full force and effect.

The parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Agreement.

1. Definitions

For purposes of this Addendum, the following terms will have the meanings set forth below. Capitalized terms used but not otherwise defined in this Addendum will have the meaning given to them in the Agreement.

1.1 “Affiliate”means an entity that owns or controls, is owned or controlled by, or is under common control or ownership with, either Customer or Aithon respectively. “Control,” for purposes of this definition, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

1.2 “Customer Personal Data” means any Personal Data received by Aithon or a Subprocessor on behalf of Customer in connection with the Agreement, or any Personal Data created or otherwise Processed by Aithon or Subprocessor pursuant to the Agreement.

1.3 “Data Protection Laws” means any and all laws, rules and regulations related to privacy, security, data protection, and/or the Processing of Personal Data, in any relevant jurisdiction, each as amended, replaced or superseded from time to time.

1.4 “Data Subject” means the identified or identifiable person to whom Personal Data relates.

1.5 “Deidentified Information” means information that cannot reasonably be used to infer information about, or otherwise be linked to, a particular Data Subject.

1.6 “Personal Data”means (a) information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular person or household; and (b) any information defined as “personal data,” “personal information,” or other similar terms under applicable Data Protection Laws.

1.7 “Personal Data Breach” means (a) the accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure of, or access to, Customer Personal Data transmitted, stored or otherwise Processed by Aithon or any Subprocessor.

1.8 “Processing”means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as access, collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, return or destruction. The terms “Process,” “Processes” and “Processed” will be construed accordingly.

1.9 “Processor”means any person or entity which Processes Customer Personal Data, including as applicable any “Aithon” or “contractor” as those terms are defined by applicable Data Protection Laws.

1.10 “Regulator” means any independent public authority, government agency, and any similar regulatory authority responsible for the enforcement of Data Protection Laws.