TERMS OF SERVICE

Last Updated on 12th August, 2026

ACCEPTANCE OF TERMS

These Terms of Service ("Terms") govern access to and use of the iLumos platform, websites, software, application programming interfaces ("APIs"), artificial intelligence functionalities, reports, analytics, content, and related services (collectively, the "Services") provided by Lumenci, Inc. and its affiliates ("Lumenci," "we," "our," or "us")

By accessing, browsing, registering for, subscribing to, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are accessing or using the Services on behalf of a corporation, law firm, partnership, government entity, or other organization ("Organization"), you represent and warrant that you have authority to bind such Organization to these Terms, and references to "you" and "your" shall include such Organization.
If you do not agree to these Terms, you may not access or use the Services.

These Terms should be read together with:

• Lumenci's Privacy Policy;
• Cookie Policy;
• AI Disclaimer;
• General Disclaimer; and
• any applicable Order Form, Subscription Agreement, Master Services

Agreement ("MSA"), Statement of Work ("SOW"), or other written agreement entered into with Lumenci.

In the event of any conflict between these Terms and a separately executed agreement between Lumenci and a customer, the separately executed agreement shall prevail to the extent of such conflict.

DEFINITIONS

For purposes of these Terms:
"Account"
means a user account created to access or use the Services.

"AI Output"

means any content, report, analysis, summary, recommendation, ranking, assessment, response, visualization, prediction, insight, or other material generated, produced, or assisted by artificial intelligence functionalities made available through the Services.

"Authorized User"

means an individual authorized by a Customer to access and use the Services on its behalf.

"Customer"

means the individual or entity that purchases, subscribes to, accesses, or otherwise uses the Services.

"Customer Content"

means all data, information, documents, files, patent materials, invention disclosures, technical materials, prompts, queries, communications, and other content submitted, uploaded, transmitted, or otherwise provided by or on behalf of a Customer through the Services.

"Documentation"

means any user guides, manuals, instructions, technical documentation, knowledge-base materials, specifications, or related materials made available by Lumenci concerning the Services.

"Feedback"

means suggestions, comments, recommendations, enhancement requests, ideas, evaluations, or other feedback relating to the Services.

"Intellectual Property Rights"

means all rights relating to patents, patent applications, copyrights, trademarks, service marks, trade names, trade dress, domain names, trade secrets, database rights, moral rights, know-how, confidential information, and other proprietary rights recognized under applicable law.

"Order Form"

means an ordering document, subscription order, statement of work, quotation, proposal, purchase order accepted by Lumenci, or other commercial document governing Customer's purchase or use of the Services.

"Services"

means the iLumos platform and all related software, applications, AI functionalities, analytics tools, APIs, reports, content, websites, and services made available by Lumenci.

"Subscription Term"

means the period during which a Customer is authorized to access and use the Services pursuant to an applicable Order Form or subscription arrangement.

"Usage Data"

means technical, operational, statistical, diagnostic, performance, telemetry, metadata, and aggregated information generated through operation or use of the Services that does not identify an individual person and does not disclose Customer Confidential Information.

3. ELIGIBILITY

The Services are intended solely for use by businesses, organizations, professional users, legal professionals, licensing professionals, patent owners, inventors, researchers, consultants, and other users acting in a professional or commercial capacity.
You represent and warrant that:

(a) you are at least eighteen (18) years of age or the age of majority in yourjurisdiction;
(b) you possess the legal capacity and authority to enter into binding agreements;
(c) all information provided to Lumenci is accurate and complete;
(d) your use of the Services complies with applicable laws and regulations; and
(e) where you access the Services on behalf of an Organization, you have authority to bind such Organization to these Terms.

Lumenci may suspend or terminate access to the Services if it reasonably believes that any eligibility requirement is no longer satisfied.

ACCOUNTS AND ACCESS

4.1 Account Registration

Access to certain portions of the Services may require registration of an Account. Users must provide accurate, complete, and current registration information and must promptly update such information when necessary.

4.2 Account Security

You are responsible for maintaining the confidentiality of login credentials; safeguarding authentication information; restricting unauthorized access to your Account; and all activities occurring under your Account. You shall promptly notify Lumenci of any actual or suspected unauthorized access, misuse, compromise, or security incident involving your Account.

4.3 Authorized Users

Where access is provided to an Organization, the Organization shall be responsible for all actions and omissions of its Authorized Users. The Organization shall ensure that all Authorized Users comply with these Terms.

4.4 Access Restrictions

Customer shall not share login credentials except as expressly permitted; permit unauthorized third parties to access the Services; circumvent user limits, usage restrictions, or access controls; attempt to gain unauthorized access to systems, accounts, or networks; interfere with operation of the Services; or use the Services in violation of applicable law.

4.5 Account Suspension

Lumenci may suspend or restrict access to any Account if Lumenci reasonably determines that these Terms have been violated; access presents a security risk; fraudulent or unlawful activity is suspected; use threatens the integrity, availability, or security of the Services; or suspension is required by law, court order, or governmental authority.

SUBSCRIPTION SERVICES

5.1 Subscription Model

The Services may be offered through subscription plans, enterprise licenses, pilot programs, evaluation arrangements, proof-of-concept engagements, or other commercial models established by Lumenci. Access rights granted under a subscription are limited, non-exclusive, non transferable, revocable, and subject to these Terms.

5.2 Scope of Access

Customer may access and use the Services solely for its internal business purposes and in accordance with:

• these Terms;
• applicable Documentation;
• applicable Order Forms; and
• applicable usage limitations.

No ownership interest in the Services is transferred to Customer.

5.3 Modifications to Services

Lumenci may modify, update, improve, replace, suspend, or discontinue features, functionalities, AI models, interfaces, integrations, workflows, or components of the Services from time to time.
Lumenci reserves the right to modify, update, improve, replace, suspend, or discontinue features or functionalities of the Services from time to time.

5.4 Evaluation and Trial Access

Lumenci may provide evaluation, beta, pilot, proof-of-concept, demonstration, or trial access to certain Services. Unless otherwise agreed in writing, such access is provided solely for evaluation purposes; Lumenci may terminate such access at any time; no service level commitments apply; and such Services may contain errors, defects, or
incomplete functionality.

FEES AND PAYMENT

6.1 Fees

Customer shall pay all fees specified in an applicable Order Form, subscription agreement, invoice, statement of work, or other commercial arrangement. All fees are payable in the currency specified by Lumenci unless otherwise agreed in writing.

6.2 Invoicing and Payment

Unless otherwise stated in an applicable agreement, invoices are due within thirty (30) days from the invoice date; payments shall be made without deduction, withholding, or set-off; and Customer is responsible for maintaining current billing information.

6.3 Taxes

Fees do not include taxes, duties, levies, assessments, or governmental charges. Customer shall be responsible for all applicable taxes arising from its purchase or use of the Services, excluding taxes imposed on Lumenci's income.

6.4 Late Payments

Without limiting other remedies, Lumenci may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum amount permitted by law; suspend access to the Services; and recover reasonable collection costs and expenses.

6.5 Fee Changes

Lumenci may modify subscription fees upon renewal of a Subscription Term or upon reasonable prior notice where permitted under applicable agreements. Any fee modifications shall not affect fees already paid for an active Subscription Term unless otherwise agreed by the parties.

6.6 Non-Refundable Fees

Except as expressly stated in these Terms or an applicable written agreement,
all fees paid are non-refundable.

CUSTOMER CONTENT

7.1 Ownership of Customer Content

As between the parties, Customer retains all right, title, and interest in and to Customer Content and all Intellectual Property Rights therein. Nothing in these Terms transfers ownership of Customer Content to Lumenci.

Customer Content may include:

• patent portfolios;
• patent applications;
• patent claims;
• invention disclosures;
• technical documents;
• licensing materials;
• litigation materials;
• reports;
• prompts;
• search queries;
• communications;
• uploaded files; and
• other information submitted through the Services.

7.2 Customer Responsibility

Customer is solely responsible for:

• the accuracy of Customer Content;
• the legality of Customer Content;
• obtaining all necessary rights, permissions, authorizations, and consents relating to Customer Content;
• determining whether Customer Content contains confidential, proprietary, personal, regulated, or sensitive information; and
• ensuring that submission of Customer Content does not violate applicable law or third-party rights.
Lumenci shall have no obligation to independently verify Customer Content.

7.3 Customer Representations and Warranties

Customer represents and warrants that:

(a) it possesses all rights necessary to submit and use Customer Content through
the Services;
(b) Customer Content does not infringe, misappropriate, or violate any Intellectual Property Rights or other rights of any third party;
(c) Customer Content does not violate applicable law; and
(d) Customer Content does not contain malicious code, malware, ransomware, viruses, or other harmful components.

7.4 Restricted Content

Customer shall not submit, upload, transmit, or otherwise provide content that:

• violates applicable law;
• infringes third-party rights;
• contains unlawful, fraudulent, defamatory, or deceptive material;
• contains malicious code;
• attempts to compromise the Services;
• is intended to interfere with operation of the Services; or
• is otherwise prohibited under these Terms.

Lumenci may remove or restrict access to such content where reasonably necessary to protect the Services, users, or third parties.

8. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

8.1 Ownership of the Services

The Services, including all software, algorithms, artificial intelligence systems, interfaces, databases, workflows, documentation, visual designs, analytical methodologies, models, and related technology, are owned by Lumenci and its licensors and are protected by Intellectual Property Rights and applicable laws.
Except for the limited rights expressly granted under these Terms, no rights are granted to Customer.

8.2 Reservation of Rights

Lumenci reserves all rights not expressly granted under these Terms. No implied licenses are granted.

8.3 Feedback

If Customer or its users provide Feedback regarding the Services, Customer grants Lumenci a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use, reproduce, modify, incorporate, commercialize, and otherwise exploit such Feedback without restriction and without compensation. Customer shall not be obligated to provide Feedback.

8.4 Usage Data

Lumenci may collect, generate, and use Usage Data in connection with operation of the Services.
As between the parties, Lumenci owns all rights in and to Usage Data. Usage Data shall not include Customer Confidential Information in identifiable form.

Lumenci may use Usage Data for:

• security;
• analytics;
• troubleshooting;
• service improvement;
• capacity planning;
• operational reporting;
• benchmarking; and
• lawful business purposes.

8.5 Aggregated and De-Identified Information

Lumenci may create aggregated, anonymized, or de-identified information derived from use of the Services. Provided such information does not identify Customer, Authorized Users, or Customer Confidential Information, Lumenci may use and disclose such information for lawful business purposes.

9. LICENSE GRANTED BY CUSTOMER

9.1 License to Customer Content

Customer grants Lumenci a limited, non-exclusive, worldwide, royalty-free license to host, store, process, reproduce, transmit, display, modify, and otherwise use Customer Content solely to:

• provide the Services;

• perform requested analyses;

• generate reports;

• provide customer support;

• maintain security;

• troubleshoot issues;

• comply with legal obligations; and

• fulfill contractual obligations.

The foregoing license shall continue only for the duration reasonably necessary to provide the Services and perform related obligations.

9.2 Service Improvement

Subject to applicable law, confidentiality obligations, and contractual commitments, Lumenci may use Customer Content, AI interaction data, and generated outputs to maintain, secure, monitor, troubleshoot, improve, evaluate, and develop the Services.

Nothing in this Section authorizes disclosure of Customer Confidential Information to unauthorized third parties.

9.3 AI Training Restrictions

Unless expressly authorized in writing by Customer, Lumenci shall not use Customer Content to train publicly available general-purpose foundation models.

Nothing in this provision restricts Lumenci from:

• improving the Services;

• evaluating model performance;

• testing functionality;

• conducting quality assurance;

• developing internal analytical tools;

• maintaining retrieval systems;

• improving prompts;

• improving workflows; or

• conducting security and compliance reviews,

provided such activities remain subject to applicable confidentiality obligations and applicable law.

9.4 Subprocessors and Service Providers

Customer acknowledges that Lumenci may utilize service providers, subprocessors, cloud providers, and artificial intelligence providers in connection with providing the Services.

Such providers may process Customer Content solely for purposes of providing services to Lumenci and shall be subject to contractual confidentiality and data protection obligations deemed appropriate by Lumenci.

10. AI SERVICES AND AI OUTPUTS

10.1 AI-Powered Functionality

The Services may utilize artificial intelligence, machine learning systems, large language models, automated analytics, and related computational technologies.

AI functionalities may generate:

• patent analyses;
• infringement assessments;
• claim coverage analyses;
• damages estimations;
• licensing opportunity assessments;
• rankings;
• summaries;
• recommendations;
• reports; and
• other outputs.

10.2 Nature of AI Outputs

Customer acknowledges that AI Outputs are generated through automated and probabilistic processes.

AI Outputs may:

• contain inaccuracies;
• contain omissions;
• contain errors;
• be incomplete;
• be inconsistent;
• be based upon assumptions; or
• require further verification.

AI Outputs are intended solely as decision-support tools.

10.3 No Legal Advice

AI Outputs do not constitute:

• legal advice;

• legal opinions;

• legal services;

• legal representation;

• litigation advice;

• licensing advice;

• professional consulting services; or

• professional advice of any kind.

Customer remains solely responsible for obtaining independent professional advice.

10.4 Ownership of AI Outputs

Subject to:

• Customer's compliance with these Terms;

• third-party rights;

• applicable law; and

• Lumenci's ownership of the underlying Services,

Lumenci hereby assigns to Customer any right, title, and interest Lumenci may possess in AI Outputs generated specifically for Customer through the Services.

Nothing in this Section transfers ownership of:

• the Services;

• software;

• models;

• algorithms;

• workflows;

• methodologies;

• documentation; or

• underlying intellectual property belonging to Lumenci.

10.5 Customer Responsibility for AI Outputs

Customer is solely responsible for:

• reviewing AI Outputs;

• validating AI Outputs;

• determining suitability of AI Outputs;

• evaluating legal significance;

• evaluating technical accuracy;

• evaluating commercial implications; and

• making all final decisions.

Customer shall not rely exclusively upon AI Outputs when making legal, commercial, licensing, litigation, enforcement, regulatory, or business decisions.

10.6 Third-Party Models and Services

Certain AI functionalities may utilize third-party artificial intelligence models, cloud providers, APIs, databases, or external services. Lumenci does not control the operation, availability, or performance of third party services and shall not be responsible for interruptions, limitations, inaccuracies, or failures attributable to such third-party services.

10.7 No Guarantee of Outcomes

Lumenci does not guarantee:

• patent infringement findings;
• validity determinations;
• damages calculations;
• licensing opportunities;
• litigation outcomes;
• settlement outcomes;
• valuation outcomes;
• enforcement outcomes; or
• commercial results.

Any recommendation, estimate, ranking, score, assessment, projection, forecast, or analytical output is inherently uncertain and should not be interpreted as a guarantee of any outcome.

10.8 AI Functionality Changes

Lumenci may modify, update, replace, suspend, or discontinue AI models, AI providers, methodologies, prompts, analytical approaches, or AI functionalities at any time.

Outputs generated at different times may vary due to updates to underlying
technologies.

11. ACCEPTABLE USE RESTRICTIONS

11.1 Permitted Use

Customer may use the Services solely for lawful internal business purposes and in accordance with these Terms, applicable Documentation, and applicable law.

11.2 Prohibited Activities

Customer shall not, and shall not permit any third party to:

(a) copy, reproduce, distribute, sell, lease, sublicense, or commercially exploit the Services except as expressly authorized by Lumenci;

(b) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, underlying models, algorithms, prompts, workflows, or methodologies of the Services except to the extent such restriction is prohibited by applicable law;

(c) modify, create derivative works of, or adapt the Services;

(d) access or use the Services for purposes of building, training, benchmarking, developing, or improving a competing product or service;

(e) use automated means, bots, crawlers, scrapers, or extraction tools to access the Services except as expressly authorized by Lumenci;

(f) interfere with or disrupt the integrity, availability, or security of the Services;

(g) bypass or circumvent technical limitations, security measures, authentication controls, usage restrictions, or access controls;

(h) use the Services in violation of applicable law, regulation, court order, or governmental directive;

(i) transmit malicious code, malware, ransomware, viruses, spyware, or harmful software;

(j) access or attempt to access accounts, systems, or data belonging to another user without authorization;

(k) use the Services in a manner that infringes, misappropriates, or violates third-party rights; or

(l) use the Services for unlawful, deceptive, fraudulent, abusive, harmful, or unauthorized purposes.

11.3 High-Risk Uses

Unless expressly authorized by Lumenci in writing, Customer shall not use the Services in connection with activities where errors or failures could reasonably result in:

• death or bodily injury;
• critical infrastructure failures;
• emergency response activities;
• weapons systems;
• military targeting decisions;
• nuclear facility operations; or
• other high-risk activities requiring fail-safe performance.

12. THIRD-PARTY SERVICES AND DATA SOURCES

12.1 Third-Party Services artificial

The Services may integrate with or utilize third-party software, databases, cloud services,
intelligence providers, authentication providers, communication providers, analytics tools, or other third-party services.

Customer acknowledges that such third-party services may be subject to separate terms, conditions, and privacy practices.

12.2 Public Data Sources

The Services may utilize information obtained from:

• patent offices;
• public patent databases;
• public registries;
• governmental repositories;
• public corporate disclosures;
• securities filings;
• publicly available information sources; and
• third-party information providers.

Lumenci does not independently verify all third-party information and does not warrant the accuracy, completeness, availability, or reliability of such information.

12.3 Third-Party Availability

Lumenci shall not be responsible for interruptions, delays, limitations, inaccuracies, or failures caused by third party providers or third-party systems outside Lumenci's reasonable control.

CONFIDENTIALITY

13.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential based upon its nature or the circumstances of disclosure.

Customer Confidential Information includes, without limitation:

• Customer Content;
• patent portfolios;
• invention disclosures;
• licensing strategies;
• litigation analyses;
• business information;
• technical information;
• trade secrets;
• AI prompts;
• generated reports; and
• other proprietary information submitted through the Services.

Lumenci Confidential Information includes:

• software;
• source code;
• models;
• algorithms;
• workflows;
• Documentation;
• product roadmaps;
• pricing information; and
• non-public technical information relating to the Services.

13.2 Confidentiality Obligations

The Receiving Party shall:

(a) protect Confidential Information using at least reasonable care and no less
than the degree of care it uses to protect its own confidential information of similar nature;
(b) use Confidential Information solely for purposes permitted under these Terms; and
(c) restrict access to Confidential Information to employees, contractors, professional advisors, and service providers who have a legitimate need to know and who are bound by confidentiality obligations.

13.3 Exclusions

Confidential Information shall not include information that:

(a) is or becomes publicly available without breach of these Terms;
(b) was lawfully known by the Receiving Party before disclosure;
(c) is independently developed without use of the Confidential Information; or
(d) is lawfully obtained from a third party without restriction.

13.4 Required Disclosure

The Receiving Party may disclose Confidential Information where required by applicable law, court order, governmental request, or regulatory requirement. Where legally permitted, the Receiving Party shall provide reasonable notice to the Disclosing Party before making such disclosure.

13.5 Injunctive Relief

The parties acknowledge that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm for which monetary damages may be inadequate.

Accordingly, either party may seek injunctive or equitable relief in addition to any other remedies available under law.

The obligations of confidentiality shall survive for so long as the Confidential Information remains confidential and, with respect to trade secrets, for so long as such information remains a trade secret under applicable law.

14. PRIVACY AND DATA PROTECTION

Customer's use of the Services is subject to Lumenci's Privacy Policy.

The Privacy Policy describes how Lumenci collects, uses, stores, transfers, and
otherwise processes information in connection with the Services.

14.1 Customer Responsibility

Customer remains responsible for:

• determining whether Customer Content contains Personal Data;
• obtaining any required notices, authorizations, or consents;
• complying with applicable privacy laws; and
• ensuring lawful collection and submission of Customer Content.

14.2 Data Processing

To the extent Lumenci processes Personal Data on behalf of Customer, such processing shall be performed in accordance with applicable law, these Terms, and any applicable data processing agreement executed between the parties.

15. SECURITY

15.1 Security Measures

Lumenci implements and maintains reasonable administrative, technical, and organizational measures designed to protect the Services and Customer Content against unauthorized access, disclosure, alteration, destruction, loss, or misuse.

Security measures may include:

• access controls;
• authentication mechanisms;
• encryption technologies;
• monitoring systems;
• vulnerability management practices;
• audit logging;
• incident response procedures; and
• security testing measures.

15.2 Customer Security Responsibilities

Customer is responsible for:

• protecting login credentials;
• maintaining device security;
• managing user permissions;
• monitoring Authorized User activity; and
• promptly reporting suspected security incidents.

15.3 Security Incidents

Lumenci maintains procedures designed to identify, investigate, and respond to security incidents affecting the Services.

Where required by applicable law or contractual obligation, Lumenci may notify affected Customers regarding confirmed security incidents involving Customer Content.

16. BETA FEATURES

Lumenci may make available certain beta, pilot, preview, experimental, early access, proof-of-concept, or evaluation features ("Beta Features"). Beta Features are provided solely for evaluation purposes and may:

• contain defects;
• contain errors;
• be incomplete;
• be modified at any time; or
• be discontinued without notice.

To the maximum extent permitted by law, Beta Features are provided without warranties of any kind.

17. SUSPENSION RIGHTS

Lumenci may provide notice where reasonably practicable to suspend or restrict access to the Services, in whole or in part, if Lumenci reasonably determines that:

(a) Customer has violated these Terms;
(b) Customer's use presents a security risk;
(c) Customer's use adversely impacts the Services or other users;
(d) fraudulent, unlawful, or unauthorized activity is suspected;
(e) payment obligations remain overdue;
(f) suspension is required by law; or
(g) emergency circumstances require immediate action to protect the Services,

users, or third parties.

Where reasonably practicable, Lumenci will provide notice before suspension.

18. TERM AND TERMINATION

18.1 Term

These Terms shall remain effective from the date Customer first accesses or uses the Services and shall continue until terminated in accordance with these Terms or an applicable agreement.

18.2 Termination by Customer

Customer may discontinue use of the Services at any time.Where Customer is subject to a subscription arrangement, termination rights shall be governed by the applicable Order Form or subscription agreement.

18.3 Termination by Lumenci

Lumenci may terminate or suspend access to the Services immediately if:

(a) Customer materially breaches these Terms;
(b) Customer fails to cure a breach within thirty (30) days after notice;
(c) Customer engages in fraudulent, unlawful, or unauthorized conduct;
(d) continued provision of the Services would violate applicable law; or
(e) Lumenci reasonably determines that continued access presents material legal, security, operational, or business risks.

18.4 Effect of Termination

Upon termination:

(a) Customer's right to access and use the Services shall cease;
(b) Customer shall cease all use of the Services;
(c) each party shall remain responsible for obligations accrued before termination; and
(d) provisions intended by their nature to survive termination shall survive.

18.5 Survival

The following provisions shall survive termination:

• Customer Content;
• Intellectual Property Rights;
• Confidentiality;
• Disclaimers;
• Limitation of Liability;
• Indemnification;
• Payment Obligations;
• Dispute Resolution; and
• any other provision that by its nature should survive termination.

Upon written request and subject to applicable law, Lumenci may provide
Customer a reasonable opportunity to retrieve Customer Content prior to deletion. Thereafter, Lumenci may delete Customer Content in accordance with its data retention practices and Privacy Policy.

19. DISCLAIMERS

19.1 Services Provided "As Is"

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING ALL SOFTWARE, AI FUNCTIONALITIES, REPORTS, ANALYSES, DOCUMENTATION, CONTENT, DATA, OUTPUTS, AND RELATED MATERIALS, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

19.2 Disclaimer of Warranties

LUMENCI DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF:

• merchantability;
• fitness for a particular purpose;
• title;
• non-infringement;
• accuracy;
• reliability;
• availability;
• performance; and
• uninterrupted operation.

19.3 No Guarantee of Results

Lumenci does not warrant or guarantee:

• patent infringement findings;
• patent validity conclusions;
• damages assessments;
• litigation outcomes;
• licensing opportunities;
• licensing outcomes;
• enforcement outcomes;
• settlement outcomes;
• valuation conclusions;
• commercial success; or
• business results.

Any reports, analyses, rankings, recommendations, assessments, projections, estimates, scores, or outputs are inherently subject to assumptions, limitations, uncertainties, and external factors.

19.4 AI Outputs

Customer acknowledges that AI Outputs:

• are generated through automated processes;
• may contain inaccuracies or omissions;
• may require human review and validation;
• are intended solely as decision-support tools; and
• should not be relied upon as the sole basis for legal, commercial, licensing,

litigation, enforcement, regulatory, investment, or business decisions.

19.5 Third-Party Sources

Lumenci does not warrant the accuracy, completeness, availability, reliability, or timeliness of information obtained from third-party providers, public databases, governmental repositories, patent offices, or external sources.

20. LIMITATION OF LIABILITY

20.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LUMENCI OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTRACTORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE

LIABLE FOR ANY:

• indirect damages;

• incidental damages;

• consequential damages;

• special damages;

• exemplary damages;

• punitive damages;

• loss of profits;

• loss of revenue;

• loss of business opportunity;

• loss of goodwill;

• loss of anticipated savings;

• loss of data;

• loss of use;

• business interruption; or

• procurement of substitute services, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS,

REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES.

20.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LUMENCI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE GREATER OF: (a) THE FEES PAID OR PAYABLE BY CUSTOMER TO LUMENCI FOR THE SERVICES DURING THE TWO (02) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE HUNDRED U.S. DOLLARS (USD $100).

20.3 Allocation of Risk

The parties acknowledge that:

• the fees charged for the Services reflect the allocation of risk set forth in these Terms; and
• the limitations contained in these Terms are an essential basis of the bargain between the parties.

20.4 Exceptions

Nothing in these Terms shall limit liability to the extent such limitation is prohibited by applicable law.

21. INDEMNIFICATION

21.1 Customer Indemnity

Customer shall defend, indemnify, and hold harmless Lumenci and its affiliates, officers, directors, employees, contractors, licensors, and agents from and against any third-party claims, demands, proceedings, losses, liabilities, damages, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Customer Content;
(b) Customer's use of the Services;
(c) Customer's violation of these Terms;
(d) Customer's violation of applicable law;
(e) Customer's infringement or misappropriation of third-party rights; or
(f) decisions or actions taken by Customer based on AI Outputs or analyses generated through the Services.

21.2 Indemnification Procedure

The indemnified party shall:

• promptly notify the indemnifying party of the claim;
• provide reasonable cooperation; and
• permit the indemnifying party to control the defense and settlement of the claim, provided that no settlement imposing liability or obligations upon the indemnified party may be entered into without its prior written consent.

EXPORT CONTROLS AND COMPLIANCE

Customer shall comply with all applicable export control, sanctions, anti corruption, anti-bribery, trade, and import laws and regulations in connection with its use of the Services.

Customer represents and warrants that:

• it is not subject to sanctions or trade restrictions that prohibit use of the Services;
• it is not located in a jurisdiction subject to comprehensive sanctions that would prohibit provision of the

Services; and

• it will not use the Services in violation of applicable export control laws.

Lumenci may restrict or terminate access where required to comply with applicable laws or governmental requirements.

Customer represents that Customer Content does not originate from, and is not supplied on behalf of, any person, entity, or jurisdiction subject to applicable sanctions restrictions.

GOVERNING LAW AND DISPUTE RESOLUTION

23.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

23.2 Informal Resolution

The parties shall attempt to resolve disputes through good-faith discussions before initiating formal proceedings.

23.3 Jurisdiction

Subject to any separately executed agreement providing otherwise, the parties agree that the state and federal courts located in Delaware shall have exclusive
jurisdiction over disputes arising out of or relating to these Terms. Each party irrevocably submits to the jurisdiction of such courts and waives objections relating to venue or forum non conveniens.

23.4 Equitable Relief

Nothing in these Terms shall prevent either party from seeking injunctive, equitable, or other emergency relief to protect:

• Confidential Information;
• Intellectual Property Rights;
• proprietary information; or
• security interests.

24. CHANGES TO THE SERVICES AND TERMS

24.1 Changes to the Services

Lumenci may modify, improve, update, replace, suspend, or discontinue any aspect of the Services from time to time. Lumenci may provide notice of material changes where appropriate.

24.2 Changes to These Terms

Lumenci may update these Terms from time to time. Updated Terms shall become effective upon posting or upon such later date specified by Lumenci. Continued use of the Services following the effective date of revised Terms
constitutes acceptance of the revised Terms.

25. MISCELLANEOUS

25.1 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, AI Disclaimer, General Disclaimer, applicable Order Forms, Statements of Work, subscription agreements, and any other written agreements expressly incorporated herein, constitute the entire agreement between the parties concerning the Services.

25.2 Severability

If any provision of these Terms is determined to be invalid, illegal, or
unenforceable, the remaining provisions shall remain in full force and effect.

25.3 Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

25.4 Assignment

Customer may not assign or transfer these Terms without Lumenci's prior written consent.

Lumenci may assign or transfer these Terms in connection with:

• a merger;

• acquisition;

• corporate reorganization;

• sale of assets; or

• operation of its business.

25.5 Independent Contractors

The parties are independent contractors.

Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, employment, or franchise relationship.

25.6 Force Majeure

Neither party shall be liable for delays or failures resulting from causes beyond its reasonable control, including:

• acts of God;

• natural disasters;

• pandemics;

• governmental actions;

• labor disputes;

• telecommunications failures;

• internet disruptions;

• cyberattacks;

• utility failures; or

• failures of third-party providers.

25.7 Notices

Notices under these Terms may be provided by:

• email;

• posting through the Services;

• customer account notifications; or

• other reasonable means.

25.8 No Third-Party Beneficiaries

Except as expressly stated herein, these Terms do not create rights in favor of any third party.

25.9 Survival

Any provisions which by their nature should survive termination shall survive, including provisions relating to:

• payment obligations;

• confidentiality;

• intellectual property rights;

• disclaimers;

• limitation of liability;

• indemnification;

• dispute resolution; and

• compliance obligations.