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Legal

Legal

1. End Customer License Agreement

2. Master Software as a Service (SaaS) Agreement

ANNEX 1: Service Legal Agreement ANNEX 2: Sub Processor ANNEX 3: Data Processing Addendum Legal

1. End Customer License Agreement

This End Customer License Agreement ("Agreement") is entered into and effective as of the Customer’s acceptance date ("Effective Date"), by and between Tea & Coffee Talks, Inc., a Delaware corporation with offices located at 530 5th Avenue, New York, NY 10036 ("Tea & Coffee Talks") and the Customer identified in the Statement of Work ("Customer").

Individually, each is a "Party" and together the "Parties".

If the Customer obtains Services (as defined herein) through an authorized Partner, this Agreement shall prevail over any conflicting terms in the Customer-Partner agreement regarding the relationship between Customer and Tea & Coffee Talks. Any rights granted solely by the Partner and not included here apply only within that Partner relationship. Therefore, the Customer must seek enforcement of such rights exclusively with the Partner, not Tea & Coffee Talks.

BY SIGNING A STATEMENT OF WORK, OR BY ACCESSING, RECEIVING, OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. YOU MAY NOT ACCESS OR USE ANY Tea & Coffee Talks PRODUCT OR SERVICE WITHOUT AGREEING TO THESE TERMS (OR A WRITTEN AGREEMENT WITH Tea & Coffee Talks).

1. DEFINITIONS

1. "Affiliates" means any entity that controls, is controlled by, or is under common control with another entity, where "control" means ownership of 50% or more of voting or equity interests.

2. "Authorized User" refers to individuals designated by the Customer who are permitted to use the Services.

3. "Customer" is the entity identified in the Statement of Work.

4. "Customer Data" includes any data, content, or images submitted, uploaded, or otherwise provided by the Customer to Tea & Coffee Talks.

5. "Facility" means the Customer’s sites or locations where Services are utilized.

6. "Fees" are the charges set forth in Section 5.1.

7. "License Agreement" refers to this End Customer License Agreement including all attachments.

8. "Partner" means a Tea & Coffee Talks authorized partner, reseller, distributor, or marketplace.

9. "Partner Contract" is the agreement authorizing a Partner to resell or provide access to Services on behalf of Tea & Coffee Talks.

10. "Services" has the meaning provided in Section 2.

11. "Service Data" includes any statistical or benchmark data collected from Customer’s use of the Services, including image-related data used for algorithm training.

12. "Service Software" refers to the AI-powered image processing and workplace safety software owned and developed by Tea & Coffee Talks, including any third-party components, updates, or improvements provided remotely as part of the Services.

13. "Subscription" means a limited, personal, non-transferable right to use the Services and output under this Agreement and Statement of Work at Customer’s facilities.

14. "Subscription Start Date" is the date on which Services begin, as specified in the applicable Statement of Work.

15. "Subscription Term" is the initial duration of Services use at a Facility as set forth in the Agreement and Statement of Work.

16. "Statement of Work" or "SOW" is a mutually agreed document detailing Services, Fees, payment terms, and Subscription Term. The Partner Contract requires Partners to include this License Agreement in all SOWs. Customer acknowledges that Tea & Coffee Talks may enforce this Agreement directly against Customer. If any conflict arises between this Agreement and any SOW or Partner agreement, this Agreement shall govern unless otherwise agreed in writing.

2. SERVICES

This Agreement governs the delivery of Services described in the Statement of Work through the Service Software, and outlines the rights and obligations of both Parties.

3. TERM

This Agreement becomes effective on the Effective Date and remains in force throughout the duration of all active Subscriptions as defined in the Statements of Work, unless terminated earlier as permitted.

4. LICENSE AND INTELLECTUAL PROPERTY RIGHTS

4.1 License Grant Tea & Coffee Talks grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Services as per this Agreement and applicable SOW.

4.2 Rights Reserved Tea & Coffee Talks and its licensors retain all intellectual property rights in the Service Software, Services, and Service Data ("Tea & Coffee Talks Intellectual Property"). Customer gains no rights beyond those expressly granted here. Tea & Coffee Talks invests substantial resources in compiling Service Data, which is protected by copyright. Customer may provide feedback, but Tea & Coffee Talks is free to use such feedback without obligation or credit to Customer. Feedback does not include Customer’s confidential information.

5. FEES

5.1 Fees Customer agrees to pay fees as specified in the relevant Statement of Work.

5.2 Payment Terms Payment details shall follow those set forth in the SOW.

6. TERM AND TERMINATION

6.1 Term and Renewal This Agreement starts on the Effective Date and continues for the Subscription Term specified in the applicable SOW unless terminated earlier.

6.2 Termination for Convenience Either Party may terminate this Agreement at any time for any reason with 30 days’ prior written notice.

7. WARRANTIES

7.1 Disclaimer of Warranties Except as expressly stated, Tea & Coffee Talks disclaims all warranties, including implied warranties of merchantability or fitness for a particular purpose.

7.2 Customer Warranty Customer represents it has full authority to enter into this Agreement.

8. LIMITATION OF LIABILITY

Neither Party shall be liable for any indirect, incidental, consequential, special, or punitive damages arising from this Agreement, even if advised of such possibilities.

9. CONFIDENTIALITY

Both Parties agree to protect the other’s confidential information and not disclose it without prior written consent.

10. GENERAL PROVISIONS

Additional terms and conditions are detailed in the full Agreement document.