This Services Agreement (“Agreement”) is a binding contract between Modeloptic LLC, a Delaware limited liability company (“Modeloptic”, “we”, “us”), and the individual or entity that accepts it (“Customer”, “you”). It governs your access to and use of the Modeloptic financial modeling platform and any related services, software, APIs, and content (collectively, the “Service”) under a Free Trial or a Modeling Plan.

Use of the Service under an FP&A Plan is governed by a signed agreement between Customer and Modeloptic. Where no such agreement exists, this Agreement applies to that use.

BY CHECKING THE “I AGREE” BOX, CLICKING “SIGN UP”, “CREATE ACCOUNT”, “ACTIVATE ACCOUNT”, OR “START FREE TRIAL”, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

• “Affiliate” — an entity that directly or indirectly controls, is controlled by, or is under common control with Customer. “Control” means the power to direct an entity's management or policies, whether through ownership, contract, or otherwise.
• “AI Features” — features of the Service that use artificial intelligence or machine learning models to build, edit, analyze, or explain financial models, including the modeling agent. AI models used by the Service may be operated by Modeloptic or by third-party providers.
• “Allowances” — the usage limits included in a Plan, such as the number of companies, prompts, and Users, as shown on the Pricing Page and at checkout. Company Allowances count Instances created during the applicable trial or billing period, not the total number of Instances held. Archiving an Instance does not restore the Company Allowance.
• “Confidential Information” — non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data and Output are Customer's Confidential Information. Modeloptic's non-public product, pricing, security, and technical information is Modeloptic's Confidential Information. Confidential Information excludes information that (a) is or becomes public through no fault of the receiving party, (b) the receiving party already knew without restriction, (c) the receiving party independently develops without use of the disclosing party's information, or (d) the receiving party receives from a third party without a duty of confidentiality. Feedback as defined in Section 7 is not Confidential Information.
• “Customer Data” — data, files, documents, prompts, and other content that Customer or its Users submit to the Service, excluding Feedback as defined in Section 7.
• “Fees” — the amounts payable for a Plan, as shown on the Pricing Page and at checkout.
• “FP&A Plan” — a Plan for a company's own budgeting, reporting, and planning, including use by its employees, owners, and affiliates.
• “Instance” — a workspace within the Service associated with a single Subject Company.
• “Modeling Plan” — a paid Plan for building and analyzing financial models of Subject Companies that are not Related Companies (see Section 2.3). Modeling Plans are currently offered as Starter, Pro, and Firm.
• “Output” — financial models, projections, analyses, reports, exports, and other results the Service generates for Customer, including models built within Customer's Instances by Modeloptic on Customer's behalf.
• “Plan” — the Service tier under which Customer uses the Service: a Free Trial, a Modeling Plan, or an FP&A Plan.
• “Pricing Page” — the pricing information Modeloptic publishes on its website, as updated from time to time.
• “Subject Company” — the company that is the subject of financial modeling within an Instance.
• “User” — an individual authorized to use the Service under Customer's account.

Customer must register with accurate, current information and keep it accurate. Each account is for one named individual; credentials may not be shared, and each User must have their own account. Customer is responsible for the confidentiality of its credentials and for all activity under its account, and will notify Modeloptic promptly of any unauthorized use. The Service is offered for business use only, to persons at least eighteen (18) years old.

The Service is offered under the following Plans. Current Fees and Allowances for each Plan are those shown on the Pricing Page and at checkout at the time of purchase.

• Free Trial — a time-limited evaluation for the trial period and with the Allowances stated at signup. No payment method is required. The Free Trial ends at the end of the trial period stated at signup.
• Modeling Plans — paid, self-serve Plans (currently Starter and Pro) billed to a payment method on file, and Firm Plans purchased under an order form. Modeling Plans are for Customers modeling Subject Companies that are not Related Companies under Section 2.3, such as investors and lenders evaluating prospective transactions, transaction advisors, consultants, and analysts.
• FP&A Plans — Plans for a company's own budgeting, reporting, and planning, governed as described above.

A “Related Company” is a Subject Company that Customer, any of its affiliates, or any User:

• (a) holds an equity, debt, profits, carried, or other economic interest in, directly or indirectly, in whole or in part, through any number of intermediate entities or arrangements — including holding companies, special purpose vehicles, blocker entities, partnerships, joint ventures, trusts, funds, and fund-of-funds structures — regardless of jurisdiction, size of the interest, or whether the interest is publicly disclosed;
• (b) manages or controls, whether by ownership, contract, or otherwise; or
• (c) is an employee, officer, director, or contractor of.

The determination is made on a look-through basis through all tiers of ownership, financing, and control, subject to the passive-investment exclusions below. Interests held by funds or investment vehicles that Customer or an Affiliate manages or controls are included. A Subject Company that Customer is evaluating, underwriting, or advising on, but in which Customer holds no disqualifying interest or relationship, is not a Related Company.

Passive investments. Paragraph (a) disregards (i) holdings solely through an independently managed, diversified mutual fund, exchange-traded fund, index fund, or pension fund where Customer, its Affiliates, and its Users cannot direct investments in the Subject Company; and (ii) a User's passive personal holdings of less than one percent (1%) of an outstanding class of publicly traded securities of the Subject Company, including holdings through that User's personal investment entities. These exclusions do not disregard investments made on behalf of Customer or an Affiliate under clause (ii), management or control of the Subject Company, or any relationship under paragraph (b) or (c).

External advisory services. A Subject Company is not a Related Company solely because Customer or a User provides independent financial modeling, valuation, transaction advisory, or due diligence services concerning a proposed investment, financing, acquisition, or disposition involving that Subject Company. Customary cash fees for those services, including transaction success fees and receivables for those fees, do not constitute an economic interest or debt interest under paragraph (a). This exception does not extend to equity, carried interests, investment interests, financing provided to the Subject Company, management or control, employment, or service as an officer or director. It does not permit use of a Modeling Plan for the Subject Company's ongoing budgeting, reporting, or planning.

Outside reviewers. A User's relationship with a Subject Company is disregarded for purposes of this Section while that User has only view-only access to the relevant Instance, solely to review Customer's permitted advisory or transaction work on behalf of a client, Subject Company, or transaction counterparty. This exception does not apply to anyone acting as part of Customer's or an Affiliate's personnel or advisory team. An outside reviewer may not build or edit models or use the Instance for the Subject Company's own budgeting, reporting, or planning.

Neither exception disregards any ownership, financing, management, control, or other disqualifying relationship held by Customer, an Affiliate, or another User to whom the exception does not apply.

If a Subject Company becomes a Related Company — for example, because Customer's firm closes an acquisition of, or funds a loan to, a company it modeled under a Modeling Plan — or Customer learns of an existing disqualifying relationship after making the reasonable inquiry required above, Customer must, within thirty (30) days of that event or discovery, either move that Instance to an FP&A Plan or stop using the Service for that Subject Company. This restriction does not prevent Customer from retaining, reviewing, modifying, or sharing Output already exported in accordance with Sections 4 and 7, or from accessing the affected Instance solely to export existing Output during that thirty-day period.

Modeloptic may, on reasonable belief that this Section 2.3 has been violated, suspend the affected Instance and require migration to an FP&A Plan. Misrepresentation under this Section is a material breach of this Agreement.

This Section 2.4 applies to self-serve Modeling Plans purchased through the Service. Firm Plans are billed, changed, renewed, and cancelled only as set out in the applicable order form.

Payment and renewal. Fees are charged in advance, per the billing interval shown at checkout, to the payment method on file. Subscriptions renew automatically at the end of each billing period, at the then-current Fee for the Plan, until cancelled. Customer authorizes Modeloptic and its payment processor to charge the payment method on file for all Fees and applicable taxes when due.

Taxes. Fees exclude sales, use, value-added, withholding, and similar taxes. Customer is responsible for all such taxes other than taxes on Modeloptic's income. Where Modeloptic is required to collect taxes, they will be added to the charge.

Cancellation. Customer may cancel at any time from its account page. Cancellation takes effect at the end of the then-current billing period. Customer keeps access through the end of that period. Fees for the current billing period are non-refundable, and no credit is given for partial periods, unused Allowances, or downgrades, except as expressly provided in this Agreement or required by law.

Upgrades. An upgrade to a higher Plan takes effect immediately. Customer is charged, at the time of the upgrade, the prorated difference between the two Plans' Fees for the remainder of the current billing period, and the new Plan's Allowances apply immediately. Subsequent renewals are at the new Plan's Fee.

Downgrades. A downgrade to a lower Plan takes effect at the start of the next billing period. The current Plan's Fee and Allowances continue until then, and no refund or credit is given.

Allowances. Allowances are per billing period unless the Pricing Page states otherwise, and unused Allowances do not carry over. When an Allowance is reached, the Service declines further use of that kind until the next billing period begins or Customer upgrades.

Failed payment. If a payment fails, Modeloptic will notify Customer and may retry the payment method. Modeloptic may suspend access to paid features while Fees are outstanding, and may cancel the subscription if payment is not received within thirty (30) days of the failed charge.

Billing disputes. Customer must notify Modeloptic of any billing error within sixty (60) days after the charge appears on Customer's statement. Charges not disputed within that period are accepted.

Plan changes. Modeloptic may increase Allowances at any time. Modeloptic may change Fees, reduce Allowances, or change other terms of a Plan effective at Customer's next renewal, by giving notice by email or in the Service at least thirty (30) days before that renewal for Fee changes and at least seven (7) days before that renewal for other changes. If Customer does not agree to the change, Customer may cancel before the renewal date. Continued use after the renewal date is acceptance of the changed terms.

During a Free Trial the Service is provided AS-IS, without warranty, and without service-level commitment. Modeloptic may modify, limit, suspend, or end any Free Trial at any time, without notice and without liability. Free Trials are limited to one per person and one per organization, and Modeloptic may decline or revoke a Free Trial at its discretion. When the trial period stated at signup ends, Customer's access is reduced to view-only or suspended unless Customer purchases a Modeling Plan.

Modeloptic may add, change, or remove features of the Service, including AI Features and the models that power them, at any time. Modeloptic will give reasonable notice before discontinuing a material feature of a paid Plan. The Service may be unavailable during maintenance or for reasons outside Modeloptic's control; no uptime commitment applies to Free Trials or self-serve Modeling Plans.

Modeloptic provides reasonable technical support for the Service in accordance with its then-current support practices. No response-time or resolution commitment applies unless stated in an order form.

As between the parties, Customer owns all rights, title, and interest in Customer Data and Output. Customer grants Modeloptic a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data and Output solely as necessary to provide, operate, secure, and support the Service for Customer, including investigating and correcting errors. Modeloptic may use Customer Data and Output for general product analysis, evaluation, or improvement only in the form permitted under Section 3.2 or with Customer's separate written authorization. All such use remains subject to Sections 3.3 and 5.

Modeloptic may generate and use aggregated or de-identified data derived from Customer's use of the Service to operate, secure, analyze, evaluate, and improve the Service. Such data must not identify, or reasonably permit identification of, Customer, any User, any Subject Company, or any other individual, whether alone or in combination with other reasonably available information. It must not permit reconstruction of Customer Data or Output or disclose identifiable customer financial information, transaction terms, or business plans. Modeloptic will not attempt to re-identify such data. This Section does not authorize any use prohibited by Section 3.3.

The Service uses AI models to assist with modeling. Customer should expect that AI Features may use models from third-party commercial AI providers, models operated by Modeloptic, or a combination of them. Modeloptic selects and may change the models and providers it uses at any time, without identifying individual providers or obtaining separate approval for each selection or change. By using AI Features, Customer authorizes Modeloptic to process Customer Data and Output with those models, including transmitting them to third-party providers where they are used, solely to provide the Service and subject to Sections 3, 5, and 6.

Modeloptic does not use Customer Data or Output to train AI models, and engages third-party AI providers only under terms that prohibit them from using Customer Data or Output to train their models.

AI Features generate Output from Customer Data and from Customer's instructions. Output may be incomplete or wrong. Customer is responsible for reviewing Output as described in Section 8.

Customer is responsible for the accuracy, legality, and content of Customer Data, and represents that it has all rights, consents, and authority needed to submit Customer Data to the Service and to have it processed as described in this Agreement, including under any confidentiality agreement covering the Customer Data. Customer will not submit personal information beyond what the Service needs, such as government identification numbers, payment card numbers, or health information.

Modeloptic retains Customer Data and Output while Customer's account is active. Customer may export Output at any time during the term using the Service's export features. After termination, Customer Data and Output remain available for export for thirty (30) days, after which Modeloptic may delete them. On Customer's written request, Modeloptic will delete or de-identify Customer Data within sixty (60) days, except for copies in routine backups, which are removed in the ordinary backup cycle, and copies Modeloptic must retain by law.

Customer will not, and will not permit any User or third party to:

• (a) reverse-engineer, decompile, modify, or create derivative works of the Service, attempt to derive source code, model prompts, or underlying methods from the Service, or remove or obscure any proprietary notice on the Service;
• (b) resell, sublicense, rent, or provide the Service to third parties, or operate the Service on behalf of third parties, except for the external advisory services and limited view-only review access expressly permitted under Section 2.3;
• (c) share credentials or allow anyone other than the registered User to use an account;
• (d) use the Service or Output to train, fine-tune, evaluate, or develop any artificial intelligence or machine learning model, including a model intended only for internal use;
• (e) sell, license, or distribute Output as a product, data set, or template, or otherwise resell Output. Customer may use Output in the ordinary course of its own business, and a Customer providing external advisory services permitted under Section 2.3 may deliver models to its clients as part of those services;
• (f) use the Service to model a Related Company under a Modeling Plan, in violation of Section 2.3;
• (g) circumvent or attempt to circumvent Allowances, access controls, or security measures;
• (h) access the Service by automated means other than interfaces Modeloptic provides for that purpose, or scrape or bulk-extract content from the Service;
• (i) upload malicious code or interfere with or disrupt the Service or its infrastructure;
• (j) use the Service in violation of any law, or to infringe or misappropriate any third-party right; or
• (k) use the Service to build, train, or benchmark a competing product.

Each party remains responsible for compliance with this Section by the employees, contractors, and service providers to whom it discloses Confidential Information. Each party will (a) use the other party's Confidential Information only to perform under or exercise rights under this Agreement, (b) protect it using at least the care it uses for its own confidential information, and no less than reasonable care, and (c) disclose it only to its employees, contractors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as this Section. A party may disclose Confidential Information when required by law or court order, provided it gives the other party prompt notice where legally permitted and discloses only what is required. These obligations continue for three (3) years after termination, and for Customer Data and Output for as long as Modeloptic holds them. On written request after termination, each party will return or destroy the other's Confidential Information, subject to Section 3.5.

Modeloptic maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and loss. These include encryption of data in transit, access controls enforced on the server for every workspace, hashed storage of passwords, and logging of authentication events and key user actions. Modeloptic remains responsible for its service providers' compliance with Modeloptic's obligations under Sections 3, 5, and 6 in processing Customer Data and Output on its behalf, subject to Section 9. Modeloptic will notify Customer without undue delay after becoming aware of a security incident that results in unauthorized access to or disclosure of, or accidental or unlawful destruction, loss, or alteration of, Customer Data or Output. Modeloptic may provide information in stages and will provide updates and information reasonably needed for Customer to meet its own notification obligations. Unsuccessful attempts that do not compromise Customer Data or Output are not notifiable incidents under this Section. Customer is responsible for securing its own credentials, devices, and networks, and for the access it grants to its Users.

Modeloptic and its licensors own all rights in the Service, including all software, model structures and methods, prompts, templates, example models, and documentation, and all improvements to them. Customer receives only the limited right to use the Service set out in this Agreement. Nothing in this Section transfers to Modeloptic any rights in Customer Data or Output. Modeloptic also owns all software, tools, methods, templates, and model structures it develops in the course of providing support, onboarding, or implementation to Customer, and may reuse them for other customers. Any reuse for other customers must exclude Customer Data, Output, and other Customer Confidential Information, except for aggregated or de-identified data permitted under Section 3.2. Modeloptic may reuse general-purpose components, structures, and methods only without using or disclosing Customer Confidential Information. Financial models built for Customer within Customer's Instances, whether by Customer, by the Service, or by Modeloptic on Customer's behalf, are Output and are owned by Customer under Section 3.1; that ownership does not extend to the general structures, templates, and methods embodied in them.

Rights in exported Output. To the extent Modeloptic-owned materials are incorporated in Output delivered to Customer, Modeloptic grants Customer a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and share those materials as part of that Output for Customer's ordinary business purposes and permitted client services. Customer may permit recipients of Output to exercise those rights for the purposes for which the Output is shared. This license survives termination, remains subject to Sections 4(d), 4(e), and 4(k), and does not permit extraction or resale of Modeloptic's materials as standalone software, templates, or a competing product.

Feedback. Voluntary product ideas, suggestions, and recommendations about the Service (“Feedback”) are non-confidential, and Customer grants Modeloptic a perpetual, irrevocable, worldwide, royalty-free right to use, modify, and incorporate Feedback into its products and services without restriction, attribution, or compensation. Customer should not include confidential information in Feedback. Customer Data or Output supplied for processing, troubleshooting, or support, including files or examples accompanying Feedback, is not Feedback and remains subject to Sections 3 and 5. Reporting a security vulnerability does not make the report non-confidential.

THE SERVICE AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS. MODELOPTIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. MODELOPTIC DOES NOT WARRANT THAT FINANCIAL MODELS, FORECASTS, VALUATIONS, OR PROJECTIONS GENERATED BY THE SERVICE WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. OUTPUT IS GENERATED IN PART BY AI MODELS AND MAY CONTAIN ERRORS. MODELOPTIC DOES NOT VERIFY CUSTOMER DATA OR DATA OBTAINED FROM THIRD-PARTY SOURCES, INCLUDING ACCOUNTING SYSTEMS CONNECTED TO THE SERVICE, AND OUTPUT DEPENDS ON THE ACCURACY AND COMPLETENESS OF THAT DATA. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING ALL OUTPUT BEFORE RELYING ON IT FOR ANY BUSINESS, INVESTMENT, LENDING, OR FINANCIAL DECISION.

MODELOPTIC DOES NOT PROVIDE INVESTMENT, LEGAL, TAX, OR ACCOUNTING ADVICE. OUTPUT IS NOT A RECOMMENDATION TO BUY, SELL, HOLD, LEND, OR INVEST, AND NO FIDUCIARY OR ADVISORY RELATIONSHIP IS CREATED BY THIS AGREEMENT OR BY USE OF THE SERVICE.

9.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER, UNDER ANY THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY, FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, WHETHER DIRECT OR INDIRECT. THIS EXCLUSION DOES NOT BAR REASONABLE, DOCUMENTED DIRECT COSTS TO RESTORE CUSTOMER DATA OR OUTPUT, RESPOND TO A SECURITY INCIDENT, OR OBTAIN SUBSTITUTE SERVICES TO THE EXTENT CAUSED BY THE OTHER PARTY'S BREACH OF THIS AGREEMENT. THOSE COSTS REMAIN SUBJECT TO THE CAPS BELOW. DAMAGES AND COSTS PAYABLE TO THIRD PARTIES UNDER SECTION 10 ARE NOT EXCLUDED BY THIS SECTION 9.1.

9.2 General cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (i) THE FEES PAID OR PAYABLE BY CUSTOMER TO MODELOPTIC FOR THE SERVICE PROVIDED IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR (ii) ONE HUNDRED U.S. DOLLARS ($100) (THE “GENERAL CAP”), EXCEPT AS SET OUT BELOW. FOR A FREE TRIAL, THE GENERAL CAP IS $100.

9.3 Higher cap for specified claims. A PARTY'S LIABILITY FOR ITS BREACH OF SECTION 5, MODELOPTIC'S LIABILITY FOR ITS BREACH OF ITS CUSTOMER DATA AND OUTPUT PROCESSING, NO-TRAINING, OR SECURITY OBLIGATIONS UNDER SECTIONS 3 OR 6, AND EACH PARTY'S OBLIGATIONS UNDER SECTION 10 ARE SUBJECT TO A CAP OF TWO (2) TIMES THE GENERAL CAP, EXCEPT AS PROVIDED IN SECTION 9.4. WHERE THIS HIGHER CAP APPLIES, THE PARTY'S TOTAL LIABILITY FOR ALL CLAIMS COMBINED WILL NOT EXCEED TWO (2) TIMES THE GENERAL CAP; THE CAPS ARE NOT CUMULATIVE, AND CLAIMS SUBJECT ONLY TO SECTION 9.2 REMAIN LIMITED TO THE GENERAL CAP. DEFENSE COSTS UNDER SECTION 10 COUNT TOWARD THE APPLICABLE CAP, IF ANY.

9.4 Exceptions and application. SECTIONS 9.1 THROUGH 9.3 DO NOT LIMIT A PARTY'S FRAUD OR WILLFUL MISCONDUCT OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. SECTIONS 9.1 THROUGH 9.3 ALSO DO NOT LIMIT CUSTOMER'S DEFENSE AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.1 FOR THIRD-PARTY CLAIMS ALLEGING FRAUD OR INTENTIONAL MISREPRESENTATION BY CUSTOMER OR ITS USERS IN THEIR USE OF THE SERVICE OR OUTPUT, INCLUDING IN MATERIALS PREPARED USING THE SERVICE OR OUTPUT. THIS EXCEPTION APPLIES TO DEFENSE COSTS WHETHER OR NOT THE ALLEGATIONS ARE ULTIMATELY PROVEN. THE CAPS DO NOT LIMIT CUSTOMER'S OBLIGATION TO PAY FEES AND TAXES PROPERLY DUE OR MODELOPTIC'S OBLIGATION TO PAY REFUNDS EXPRESSLY REQUIRED BY THIS AGREEMENT. THESE LIMITS APPLY IN THE AGGREGATE TO EACH PARTY AND ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SUPPLIERS; CLAIMS AGAINST MORE THAN ONE OF THEM DO NOT INCREASE THE APPLICABLE CAP. THESE LIMITS DO NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF UNDER SECTION 14. THESE ALLOCATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN.

10.1 By Customer. Customer will defend Modeloptic and its officers, members, and employees against third-party claims alleging (a) that Customer Data, as submitted by Customer or its Users and processed as permitted by this Agreement, infringes or misappropriates a third party's intellectual property or privacy rights; or (b) that Customer or a User used the Service or Output in violation of Section 4 or applicable law. Covered claims include claims by investors, lenders, clients, or other recipients alleging fraud or intentional misrepresentation by Customer or its Users in financial models, presentations, offering materials, or other materials prepared using the Service or Output. Customer will pay the reasonable attorneys' fees and other reasonable costs of defending covered claims as incurred under Section 10.3, and will indemnify those parties against damages, costs, and attorneys' fees finally awarded in such claims, and settlements approved under Section 10.3. Customer has no obligation for amounts to the extent caused by Modeloptic's breach of this Agreement, unauthorized use of Customer Data or Output, negligence, or willful misconduct. Allegations against Modeloptic alone do not establish this exclusion or relieve Customer of its duty to defend an otherwise covered claim; amounts paid will be allocated or reimbursed to give effect to this exclusion to the extent Modeloptic's responsibility is established by a final adjudication or an allocation agreed in a settlement approved under Section 10.3. Customer is not required to indemnify Modeloptic for a claim based solely on an error in Output generated during Customer's permitted use, without an allegation described in (a) or (b).

10.2 By Modeloptic. Modeloptic will defend Customer and its officers, directors, and employees against a third-party claim that the Service, including Modeloptic's software, templates, and other materials incorporated in Output, as provided by Modeloptic and used as permitted by this Agreement, infringes a United States patent, copyright, or trademark, or misappropriates a trade secret. Modeloptic will indemnify those parties against damages and reasonable costs and attorneys' fees finally awarded in such a claim, and settlements approved under Section 10.3. This obligation does not cover claims to the extent caused by Customer Data; modifications not made or authorized by Modeloptic; combinations with items not supplied or approved by Modeloptic where the claim would not arise without the combination; use outside this Agreement; or continued use after Modeloptic provides a non-infringing replacement with materially equivalent functionality and reasonable time to implement it. This indemnity does not cover AI-generated content within Output except to the extent the claim concerns Modeloptic's software, templates, or other materials incorporated in it. It does not cover the accuracy of financial results or Customer's business or investment decisions.

10.3 Procedure. The party seeking indemnity will promptly notify the indemnifying party in writing, provide reasonable assistance at the indemnifying party's expense, and allow it to control the defense and settlement. Late notice relieves an obligation only to the extent it materially prejudices the defense. The duty to defend begins when a covered claim is asserted and does not depend on a finding of liability. The indemnifying party will pay reasonable attorneys' fees and other reasonable defense costs as incurred and use counsel reasonably acceptable to the protected party. If the indemnifying party fails to assume and diligently conduct the defense after prompt written notice, or a conflict of interest requires separate counsel, the protected party may conduct its defense with counsel of its choice at the indemnifying party's expense, subject to the applicable scope of coverage and liability limits. Otherwise, the protected party may participate through its own counsel at its own expense. Neither party may settle a covered claim without the other's prior written consent, not unreasonably withheld, except that the indemnifying party may settle without consent if the settlement fully and unconditionally releases the protected parties, requires only a monetary payment that the indemnifying party pays in full without exceeding any applicable remaining liability cap, and imposes no admission of fault or other obligation on a protected party. No settlement may require payment or another obligation from a protected party without that party's express written consent.

10.4 Infringement remedies. If the Service is or is reasonably likely to become subject to a claim under Section 10.2, Modeloptic may obtain the right to continue its use or modify or replace the affected part without materially reducing its functionality. If neither option is commercially reasonable, Modeloptic may terminate the affected Service and refund prepaid Fees for the unused period. This Section 10 states the parties' exclusive monetary remedies for claims covered by it and is subject to Section 9.

This Agreement begins when Customer accepts it and continues while Customer has an account. Customer may end a subscription by cancelling as described in Section 2.4 and may close its account by written request. Either party may terminate this Agreement for material breach not cured within thirty (30) days of written notice. Modeloptic may suspend or terminate access immediately for breach of Section 2.3 or Section 4, for non-payment under Section 2.4, to address a security threat, or to comply with law. Modeloptic may also terminate this Agreement or any subscription for convenience on thirty (30) days' written notice, in which case Modeloptic will refund any prepaid Fees for the period after the termination date. Modeloptic will also refund prepaid Fees for the unused period if Customer terminates for Modeloptic's uncured material breach under this Section. On termination, Customer's right to use the Service ends, Fees already paid are not refunded except as stated in this Agreement, and Customer Data and Output are handled as described in Section 3.5. Termination does not affect accrued rights or obligations, or any provision elsewhere in this Agreement that expressly or by its nature is intended to continue after termination. Modeloptic's confidentiality, data-use, no-training, and security obligations continue for as long as Modeloptic or its service providers retain Customer Data or Output. Customer's rights in exported Output and the restrictions on its use continue after termination.

Modeloptic may update this Agreement from time to time. The current version and its effective date are shown at the top of this page, and prior versions remain available on request. Modeloptic will notify Customer of material changes by email or in the Service, and may require Customer to accept the updated Agreement before continuing to use the Service. Changes that affect Fees or Allowances take effect as described in Section 2.4. Otherwise, continued use of the Service after the effective date of a change is acceptance of the change.

Customer represents that neither it nor any User is located in, or is a national or resident of, a country or territory subject to comprehensive U.S. sanctions, or is listed on any U.S. government list of prohibited or restricted parties. Customer will comply with all applicable export control, sanctions, and anti-corruption laws in its use of the Service.

This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-laws principles. The parties consent to exclusive jurisdiction in the state and federal courts located in Cook County, Illinois, and waive any right to a jury trial in any proceeding arising out of or related to this Agreement. Either party may seek injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.

This Agreement, together with the Privacy Policy and any order form, is the entire agreement between the parties about the Service and supersedes all prior or contemporaneous agreements and understandings. If an order form conflicts with this Agreement, the order form controls for the Plan it covers. Terms in any Customer purchase order, vendor registration form, or similar document have no effect, even if Modeloptic accepts or processes the document. No waiver is effective unless in writing, and a waiver of one breach is not a waiver of any other. If any provision is unenforceable, it will be enforced to the maximum extent permitted and the remainder remains in effect. Customer may not assign this Agreement without Modeloptic's written consent; Modeloptic may assign it in connection with a merger, acquisition, reorganization, or sale of assets. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations. The parties are independent contractors, and there are no third-party beneficiaries. Customer consents to receive notices and other communications from Modeloptic electronically at the email address on its account, and such notices are effective when sent. Notices to Modeloptic may be sent by email to contact@modeloptic.com. Email is sufficient for all notices under this Agreement; no mailed copy is required.