GAAPIO SUBSCRIPTION SERVICES AGREEMENT

This Subscription Services Agreement ("Agreement") is entered into by and between Gaapio, Inc., a Utah corporation ("Gaapio"), and the subscribing entity identified in an executed ordering document that references this Agreement ("Customer"). This Agreement governs Customer's access to and use of Gaapio's software-as-a-service platform and related offerings.

1. DEFINITIONS

"Software Services" means Gaapio's proprietary AI-powered platform for automating accounting memo generation, disclosure applications, contract analysis and other related analysis, including all features, tools, modules, and enhancements ordered by Customer.

"Customer Content" means all data, documentation, text, or inputs uploaded by Customer or its Users to the Software Services or otherwise transmitted for processing.

"Deliverables" means output, reports, and other materials generated through Customer's use of the Software Services.

"Order Form" means any order form, quote, or online purchasing flow executed by the parties that references this Agreement and specifies the services to be delivered.

"Documentation" means user instructions, product information, and explanatory materials provided by Gaapio related to the use of the Software Services.

"Professional Services" means implementation, configuration, and consulting services performed by Gaapio, as specified in an Order Form or statement of work ("SOW").

"Subscription Term" means the duration of Customer's subscription to the Software Services, as set forth in the applicable Order Form.

"Users" means individuals authorized by Customer to access and use the Software Services.

2. ACCESS & USE RIGHTS

Subject to the terms of this Agreement, Gaapio grants Customer a limited, non-exclusive, non-transferable right to access and use the Software Services and Deliverables during the Subscription Term solely for Customer's internal business operations. All rights not expressly granted are reserved by Gaapio.

3. CUSTOMER RESPONSIBILITIES

Customer is responsible for:

• Maintaining the confidentiality of login credentials and restricting access to authorized Users.
• Ensuring its use of the Software Services complies with applicable laws and this Agreement.
• The accuracy, quality, and legality of Customer Content.

Customer shall not:

• Use the Software Services to infringe intellectual property rights or engage in illegal activities.
• Decompile, reverse engineer, or create derivative works from the Software Services.
• Use the Software Services to develop competing offerings.

Customer shall not, and shall not permit any third party to: (a) access or use the Software Services in a manner intended to avoid incurring fees or exceeding contractual usage limitations; (b) interfere with or disrupt the integrity, security, or performance of the Software Services; (c) use automated means, bots, scripts, or similar methods to access the Software Services in excess of reasonable human usage patterns unless expressly authorized by Gaapio in writing; (d) attempt to discover, extract, or replicate underlying models, prompts, algorithms, or system architecture; or (e) conduct competitive benchmarking or performance testing of the Software Services without Gaapio's prior written consent.

4. FEES, BILLING & TAXES

4.1 Fees and Payment.

All fees are due and payable in accordance with the applicable Order Form. Late payments shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower). Gaapio may suspend access to the Services for any payment not received when due.

Gaapio may also suspend or limit access to the Software Services immediately upon notice if Gaapio reasonably determines that Customer's use: (a) poses a security risk to the Software Services or any third party; (b) may adversely impact the stability, availability, or performance of the Software Services; (c) violates this Agreement or applicable law; or (d) results in excessive or abnormal usage inconsistent with Customer's purchased subscription tier or intended use case. Except as expressly stated otherwise in this Agreement or required by applicable law, all fees are non-cancelable and non-refundable.

4.2 Usage-Based Pricing and Tier Adjustments.

Customer's subscription pricing may be based, in whole or in part, on usage levels, consumption metrics, feature access, computational resources, token utilization, storage, processing volume, number of users, or other usage-based criteria determined by Gaapio ("Usage Metrics"). Gaapio may monitor Customer's usage of the Software Services to verify compliance with the applicable subscription tier and pricing model.

If Customer's usage materially exceeds the usage profile, consumption levels, or intended use case associated with Customer's purchased subscription tier, Gaapio may, upon written notice to Customer: (a) invoice Customer for excess usage at Gaapio's then-current rates; (b) migrate Customer to a higher subscription tier; and/or (c) require Customer to upgrade to a subscription plan more appropriate for Customer's usage patterns.

Gaapio reserves the right to establish, modify, refine, or discontinue Usage Metrics, usage thresholds, packaging structures, consumption methodologies, and pricing models from time to time in its reasonable discretion. Any such changes shall apply prospectively and, unless otherwise stated in the applicable Order Form, shall become effective upon renewal of the applicable Subscription Term.

Customer acknowledges that Gaapio's pricing and packaging may evolve over time due to changes in platform capabilities, third-party model costs, infrastructure requirements, and product offerings.

Gaapio may implement technical measures, rate limits, usage caps, throttling mechanisms, or other controls designed to enforce subscription tier limitations, maintain platform stability, or prevent excessive resource consumption.

4.3 Taxes.

Fees are exclusive of all applicable taxes. Customer shall be responsible for payment of all taxes except those based on Gaapio's income.

5. TERM, RENEWAL, & TERMINATION

5.1 Term.

This Agreement shall remain in effect for the duration of all active Subscription Terms unless earlier terminated.

5.2 Renewal.

Unless explicitly canceled in writing by either party at least thirty (30) days before the Subscription Term End Date, this Agreement will automatically renew for an additional twelve (12) months ("Renewal Term").

Renewal pricing shall be based on Gaapio's then-current pricing, packaging, and applicable subscription tier unless otherwise expressly stated in the applicable Order Form.

5.3 Termination.

Either party may terminate this Agreement:

• With written notice of non-renewal delivered at least 30 days before the end of a Subscription Term;
• For material breach not cured within 30 days (or 14 days for payment breaches);
• Immediately upon the other party's insolvency or bankruptcy.

5.4 Effect of Termination.

Upon termination:

• All access rights are revoked;
• Customer must cease all use of the Software Services;
• Gaapio may delete Customer Content and Deliverables thirty (30) days after termination, unless legally prohibited. During such period, Customer may request export of its data in a commonly available format.

6. INTELLECTUAL PROPERTY

6.1 Ownership.

Customer retains ownership of Customer Content. Gaapio retains ownership of the Software Services, platform, and any improvements or feedback provided.

Due to the nature of artificial intelligence and machine learning technologies, Deliverables generated through the Software Services may not be unique and may be similar or identical to outputs generated for other customers or users.

6.2 License to Data.

Customer grants Gaapio a limited license to use Customer Content for the purpose of providing the Software Services.

6.3 Usage Data and Improvements.

Gaapio may collect and use aggregated, de-identified technical and usage data (e.g., feature usage, performance telemetry, error logs) for purposes of analytics and improving the Software Services ("Usage Data"). Usage Data does not include Customer Content. Gaapio shall not use Customer Content to train artificial intelligence or machine learning models.

6.4 Beta Features.

Gaapio may make beta, preview, or experimental features available from time to time ("Beta Features"). Beta Features are provided "AS IS," may be modified or discontinued at any time, and are excluded from any service levels, warranties, or support obligations unless otherwise expressly stated by Gaapio in writing.

7. CONFIDENTIALITY

Each party shall keep confidential all non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential. These obligations shall survive for five (5) years following termination of this Agreement. Notwithstanding the foregoing, a party may disclose confidential information as required by applicable law, regulation, or court order, provided it gives prompt written notice to the other party (unless legally prohibited) and reasonably cooperates, at the other party's expense, to limit or contest such disclosure.

8. WARRANTIES & DISCLAIMERS

8.1 Limited Warranty.

Gaapio warrants that the Software Services will materially conform to the applicable Documentation during the Subscription Term.

8.2 Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED, GAAPIO DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SOFTWARE SERVICES ARE PROVIDED "AS IS."

Certain features of the Software Services may rely on third-party artificial intelligence models, cloud infrastructure providers, or external data sources. Gaapio shall not be responsible for failures, interruptions, inaccuracies, delays, changes in functionality, or degradation in output quality caused by third-party providers or services outside Gaapio's reasonable control.

8.3 Outputs and Reliance.

Deliverables generated by the Software Services are provided for informational purposes only. Gaapio is not a certified public accounting firm or a law firm, and the Services do not constitute accounting, audit, tax, legal, or other professional advice. Customer remains solely responsible for verifying the accuracy, completeness, and compliance of all Deliverables and for all decisions made in reliance thereon.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUSIONS BELOW, GAAPIO'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO GAAPIO UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR SERVICE LEVEL FAILURES, CUSTOMER'S SOLE AND EXCLUSIVE REMEDY SHALL BE THE SERVICE CREDITS DESCRIBED IN SECTION 14 OF THIS AGREEMENT. GAAPIO SHALL HAVE NO LIABILITY FOR ANY LOSS, ALTERATION, OR CORRUPTION OF DATA, EXCEPT TO THE EXTENT CAUSED BY GAAPIO'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO (I) CUSTOMER'S INDEMNITY OBLIGATIONS, (II) EITHER PARTY'S BREACH OF CONFIDENTIALITY, OR (III) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

10. INDEMNIFICATION

Customer Indemnity:

Customer shall indemnify, defend, and hold harmless Gaapio from and against any third-party claims, damages, liabilities, and expenses arising out of (a) Customer Content, (b) Customer's use of the Services in violation of this Agreement, applicable law, or third-party rights, or (c) Customer's breach of this Agreement.

Gaapio Indemnity:

Gaapio shall indemnify, defend, and hold harmless Customer from and against any third-party claim alleging that the Software Services, as provided by Gaapio (excluding Customer Content, Deliverables, third-party integrations, and open-source components), directly infringe or misappropriate any U.S. patent, copyright, or trademark, provided that Customer (i) promptly notifies Gaapio in writing of the claim, (ii) grants Gaapio sole control of the defense and settlement of the claim, and (iii) provides Gaapio with all reasonable assistance, at Gaapio's expense.

Exclusions:

Gaapio shall have no indemnity obligation for claims arising from reliance on Deliverables, modifications not made by Gaapio, combination with non-Gaapio products, or Customer's misuse.

11. COMPLIANCE, SECURITY, & DATA PROCESSING

Gaapio implements industry-standard technical and organizational safeguards to protect Customer Content. Customer acknowledges that Gaapio is not responsible for ensuring Customer's compliance with industry-specific regulations (e.g., SOX, SEC, GAAP, HIPAA, GDPR) unless expressly agreed in writing. Customer remains solely responsible for use of Deliverables in compliance with applicable laws and regulations. If the parties have executed a Data Processing Addendum, it is incorporated herein by reference. Absent an executed DPA, Gaapio's standard Data Processing Addendum (available at https://gaapio.com/dpa) shall govern to the extent required by applicable law. Customer may request export of its data prior to deletion at termination.

Sensitive Data Restrictions. Customer agrees not to upload, transmit, or otherwise process through the Software Services any sensitive or regulated data (including but not limited to personal health information subject to HIPAA, payment card information subject to PCI DSS, social security numbers, driver's license numbers, or other government identifiers) unless expressly agreed in writing by Gaapio in a Data Processing Addendum (available at https://gaapio.com/dpa). Gaapio shall have no responsibility or liability for such data if uploaded in violation of this Agreement.

12. DISPUTE RESOLUTION & GOVERNING LAW

This Agreement is governed by the laws of Utah without regard to conflict of laws. Any dispute shall be resolved by binding arbitration under the Commercial Rules of the American Arbitration Association in Utah. Arbitration proceedings and awards shall remain confidential. Notwithstanding the foregoing, Gaapio may seek injunctive relief in court to prevent unauthorized use or disclosure of its intellectual property. All claims must be brought in a party's individual capacity, and not as a plaintiff or class member in any class action or representative proceeding.

13. GENERAL PROVISIONS

13.1 Entire Agreement.

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

13.2 Assignment.

Neither party may assign this Agreement without written consent, except that Gaapio may assign freely in connection with merger, acquisition, corporate reorganization, or financing.

13.3 Force Majeure.

Neither party shall be liable for delays due to causes beyond their reasonable control.

13.4 Counterparts.

This Agreement may be executed in counterparts, including electronically.

13.5 No Legal Advice.

Gaapio is not a licensed CPA firm and does not offer legal, tax, or accounting advice.

13.6 Name and Logo.

Unless Customer notifies Gaapio in writing to opt out, Gaapio may use Customer's name and logo in its marketing materials and customer lists. Any case study, press release, or other public reference to Customer's specific use of the Services shall require Customer's prior written consent.

14. SERVICE LEVELS

Gaapio will use commercially reasonable efforts to ensure that the Software Services are available at least ninety-nine and one-half percent (99.5%) of the time, excluding scheduled maintenance, emergency maintenance, force majeure events, and outages caused by third-party providers or other factors outside of Gaapio's reasonable control.

If Gaapio fails to meet the foregoing service availability commitment, Customer may request a service credit by submitting written notice within thirty (30) days after the end of the affected calendar month. Any approved service credit will be applied as a credit toward future subscription fees and will not be redeemable for cash.

Service credits are Customer's sole and exclusive remedy for any failure to meet the foregoing service availability commitment. Gaapio will determine the amount of any applicable service credit in a commercially reasonable manner based on the nature, duration, and impact of the applicable service interruption.

15. SUPPORT

During the Subscription Term, Gaapio will provide commercially reasonable technical support for the Software Services. Support requests may be submitted through Gaapio's designated support channels, and Gaapio will use commercially reasonable efforts to respond and resolve issues in a timely manner.

16. SURVIVAL

Sections 4.3 (Taxes, to the extent of accrued obligations), 6 (Intellectual Property), 7 (Confidentiality), 8.2–8.3 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 11 (Compliance, Security & Data Processing, to the extent any Customer Content remains in Gaapio's possession), 12 (Dispute Resolution), and 13 (General Provisions) shall survive any termination or expiration of this Agreement.

17. INSURANCE

Gaapio shall maintain commercially reasonable insurance coverage, including general liability and cyber liability coverage. Upon Customer's reasonable request, but no more than once annually, Gaapio shall provide certificates of insurance, which shall be treated as Gaapio's confidential information.

IN WITNESS WHEREOF, the parties have executed this Subscription Services Agreement as of the Effective Date.