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EXOBENCH TERMS OF SERVICE

ExoQuery LLC (referred to herein as “ExoQuery” or “we” and through similar words such as “us,” “our,” etc.) owns and operates the exobench.ai web site (the “Site”) through which ExoQuery provides and makes available the ExoBench platform and services (also referred to as “ExoQuery Benchmarker,” which is a synonym of ExoBench, and collectively with the Site, the “Service(s)”). The Services generally are provided through the Site and/or after you establish a user account (“Account”) with ExoQuery. These Terms of Service (the “Terms”), together with our Privacy Policy any other terms that are made available through the Services, all of which are hereby incorporated by reference (collectively, the “Agreement”) apply to anyone (“you” or “Customer”) who signs up for an ExoQuery Account or otherwise uses the Services. All use of ExoQuery’s Services by you and any other Account holder or user of the Services is subject to the terms and conditions contained in this Agreement.

This Agreement is effective as of May 5, 2026.

**IMPORTANT, PLEASE READ CAREFULLY: **Notice of Binding Arbitration and Class Action Waiver.

THIS AGREEMENT CONSTITUTES A LEGAL CONTRACT BETWEEN YOU AND EXOQUERY AND GOVERNS YOUR ACCESS TO AND USE OF OUR SERVICES. TO THE GREATEST EXTENT PERMITTED BY LAW, BY CLICKING A BOX OR BUTTON ONLINE, BY TAKING ANY OTHER ACTION INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, OR BY OTHERWISE ACCESSING THE SITE OR USING OUR SERVICES, YOU IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ANY DISPUTES BETWEEN YOU AND EXOQUERY IN RELATION TO THE SERVICES OR THIS AGREEMENT SHALL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THE AGREEMENT TO ARBITRATE DISPUTES SET FORTH IN SECTION 9 OF THESE TERMS. AS STATED IN THE TERMS OF SUCH AGREEMENT TO ARBITRATE, WHICH ARE HEREBY INCORPORATED BY REFERENCE, ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR CLASS-WIDE PROCEEDING. IN ARBITRATION, THE DISPUTE IS SUBMITTED TO A NEUTRAL PARTY, NAMELY AN ARBITRATOR, INSTEAD OF A JUDGE OR JURY. ARBITRATION PROCEDURES MAY BE MORE LIMITED THAN RULES APPLICABLE IN COURT.

TO THE GREATEST EXTENT PERMITTED BY LAW, BY CLICKING A BOX OR BUTTON ONLINE, BY TAKING ANY OTHER ACTION INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, OR BY OTHERWISE ACCESSING THE SITE OR USING OUR SERVICES, YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS AND THE REST OF THIS AGREEMENT WITHOUT MODIFICATION. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT: (1) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND MAY BIND SUCH ENTITY TO THIS AGREEMENT; AND (2) SUCH ENTITY HAS FULL POWER AND AUTHORITY, CORPORATE OR OTHERWISE, TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. IF YOU CANNOT OR DO NOT AGREE TO BE BOUND BY THESE TERMS AND THE REST OF THIS AGREEMENT WITHOUT MODIFICATION, THEN YOU DO NOT HAVE PERMISSION TO USE THE SERVICES AND YOU MUST NOT ACCESS OR USE OUR SERVICES. THE SERVICES ARE NOT AVAILABLE TO ANYONE WHO IS NOT LEGALLY ELIGIBLE TO BE BOUND BY THIS AGREEMENT. YOUR RIGHTS TO USE THE SERVICES ARE FURTHER LIMITED BY APPLICABLE FEDERAL, STATE, AND LOCAL LAWS AND REGULATIONS.

We may, from time to time, change these Terms. Please check these Terms periodically for changes. If we make any material modifications, we will use commercially reasonable efforts to notify you and will update the date at the top of these Terms and maintain a current version of these Terms on this page. All modifications will be effective when they are posted, and your continued access to or use of the Services will serve as confirmation of your acceptance of those modifications. If you do not agree to the modified Terms, then you must discontinue your use of the Services.

This Agreement applies only to the Services identified above. Other sites, apps, social media accounts, or other content ExoQuery makes available to you may have their own terms and conditions that should be reviewed.

ExoQuery may provide special promotions and other offerings through the Services that could have additional terms and conditions or rules. If any portion of this Agreement conflicts with the special terms or rules for any such promotional offering, the conflicting portion of the special terms or rules will govern for that specific promotional offering unless stated otherwise.

**SECTION ****1: PROVISION OF SERVICES**

1.1 License/Grant of Rights. Subject to your compliance with this Agreement (including the payment of any Fees), ExoQuery hereby grants to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license to access and use the Services in a manner that is consistent with these Terms for the duration of your access to and use of the Services. You agree this is the grant of a license, not a transfer of title, and under this license you may not attempt to decompile or reverse engineer any software contained on or through our Services or transfer the content to another person or “mirror” the content on any other server. If you use an independent artificial intelligence (“AI”) model in connection with the Services, including your own model, and such model is misconfigured or uses data for training without authorization as a result of your interaction with the Services, you acknowledge and agree that ExoQuery is not responsible or liable for any resulting damages. ExoQuery reserves the right to terminate this license for any or no reason and at any time without notice to you, including without limitation, for breach of any of these Terms. All rights not expressly granted to you are reserved by ExoQuery and its licensors. There are no implied rights.

1.2 *Customer *Accounts. To use the Services, you may have to register for an ExoQuery Customer Account (“Account”). You are responsible for maintaining the security and confidentiality of your Account information and agree that you are solely responsible for all losses incurred due to someone else using your Account. You will be responsible for all activities occurring under your Account and for keeping your password secure. ExoQuery assumes no responsibility or liability for the violations of anyone using your Account. You shall provide ExoQuery with prompt notice if you suspect your Account access information may have been compromised. If you become aware of any violation of this Agreement in connection with any person’s use of the Services under your Account, or of any unauthorized access to or use of your Account, you agree to immediately notify ExoQuery of any unauthorized use of your username and password or any other breach of security you know about related to the Services or access to the Site.

1.3 Content. You may provide inputs to the Services (“Inputs”) (including, without limitation, queries, prompts, data, database schema, and/or other information or material you transmit through the Services) and receive feedback, suggestions, corrections, database schema, database indexes, database configurations, code, data, functions, queries, or other output (“Output”) from the Services based on the Inputs you provide (collectively, the Inputs and Outputs are “Your Content”). We may use Your Content to provide the Services, comply with applicable law, enforce these Terms or other portions of the Agreement, and keep the Services safe and functional. By submitting Inputs to the Services, you represent and warrant that you have all rights, licenses, and permissions that are necessary for us to process the Inputs under these Terms and to provide the Services to you.

1.3 (A)	The Services use AI (machine learning models, large language models, and/or other AI models) operated by various third parties to generate Outputs from the Inputs you provide. We are not responsible for the accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, security, unbiased nature, or any other aspect of an AI tool or any Input, Output, or other Your Content provided or made available through the Services.



1.3 (B) 	You acknowledge that with Outputs generated by AI, that (i) Outputs may contain errors or misleading information and (ii) AI may, intentionally or unintentionally, produce Outputs that are malicious or cause data destruction/loss. You agree that you are responsible for auditing, evaluating, and bearing all risks associated with any use of the Outputs, including any reliance on the accuracy, completeness, or usefulness of the Outputs.



1.3 (C) 	You acknowledge that there are limitations with AI and that there are instances in which (i) the Services may not generate Output associated with an improvement, such as an improvement in the performance of a query provided by the Input due to, for example, the structure, complexity, optimization state, and/or data or database schema associated with the query or (ii) the Output is associated with decreased performance. You agree that ExoQuery does not provide any guarantee as to the effectiveness of the Services or Your Content, or the ability of the Services to generate Output providing a performance improvement. Fees are non-refundable based on performance changes associated with the Outputs or the Services.

1.4 Eligibility Requirements. By agreeing to these Terms, you represent and warrant that you meet the following minimum requirements (“Eligibility Requirements”): (i) you have the necessary rights and authority to enter into and perform the obligations required of you as an Account holder or user of the Services under these Terms; (ii) all account and billing information, and all data and information which you transmit using the Services (collectively, “Account Data”) is and will remain within your right to use and is accurate, complete and current; (iii) your use of the Services will comply with all applicable laws and regulations; and (iv) you will not infringe the rights of any third party (including, without limitation, any intellectual property rights or privacy rights) in your use of the Services.

1.5 Restrictions. You agree you will only use the Services for their intended purposes, and not for other commercial ventures without first seeking approval from ExoQuery. The Services shall not be used for or in any high-risk environment. You shall not (and shall not allow any third party to): (i) permit any third party to access or use the Services except as set forth in this Agreement; (ii) alter, modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Services; (iii) use any unauthorized robot, spider, scraper, or other automated means to access the Services, or engage in any scraping, data-mining, harvesting, data aggregating or indexing of the Services except to have a copy of your own Inputs; (iv) create any derivative works based on the Services; (v) remove any proprietary notices, labels, or marks from the Services or associated content; (vi) frame or mirror any content forming part of the Services; (vii) access the Services to build a competitive product or service; or (viii) copy any ideas, features, functions or graphics of the Services.

1.6 Retention Limits. You acknowledge that ExoQuery may establish general practices and limits concerning use of the Services including, without limitation, the maximum period of time that Your Content, including both Inputs and Outputs, will be retained by the Services and the maximum storage space that will be allotted on your behalf. You agree that ExoQuery has no responsibility or liability for the deletion or failure to store any data or other content maintained or transmitted through the Services. You acknowledge that ExoQuery reserves the right to terminate Accounts that are inactive for an extended period of time. You further acknowledge that ExoQuery reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

1.7 Account Holder Cooperation. As an ExoQuery Account holder, you agree that you shall: (i) reasonably cooperate with ExoQuery in all matters relating to the Services; (ii) respond promptly to any ExoQuery request to provide information, approvals, authorizations, or decisions that are reasonably necessary for ExoQuery to provide the Services in accordance with the terms of this Agreement; and (iii) provide such materials or information as ExoQuery may reasonably request so that we can provide the Services and ensure that such materials or information are complete and accurate in all material respects.

1.8 Aggregated Data. Notwithstanding anything to the contrary in this Agreement, ExoQuery may monitor your use of the Services and collect, compile, and use data, including information related to or derived from Your Content or your use of the Services in an aggregate and anonymized manner (the “Aggregated Data”), including to compile statistical and performance information related to the Services. You agree that ExoQuery may collect, analyze, and otherwise process Aggregated Data for its own business purposes, including for security and analytics, to enhance the Services, and for other development, marketing, promotional, and commercial purposes and in the manner permitted under applicable law.

1.9 Modification of the Services. ExoQuery may modify or discontinue all or any portion of the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. ExoQuery will have no liability for any change to the Services, including any paid-for functionalities of the Services, or any suspension or termination of your access to or use of the Services. You should retain copies of Your Content as needed so that you have access in the event the Services are modified and you lose access to Your Content.

1.10 No Support. ExoQuery is under no obligation to provide support for the Services. In instances where we may offer support, the support may be subject to terms and conditions as agreed between you and ExoQuery in a separate support agreement.

SECTION 2: INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

2.1 Customer Content. Your Content shall be considered your data and subject to the license grant provisions of Section ‎2.3. You retain all of your right, title, and interest that you have in Inputs, and ExoQuery hereby assigns to you all of our right, title, and interest, if any, in and to any Outputs. You agree that due to the nature of AI and the underlying process of the Services, the Services may generate similar or identical output for other users providing similar content or input and understand that such output generated for other users will not be owned by you.

2.2 ExoQuery Content. With the exception of Your Content as defined above, all other content or material available on or through the Site or the Services is the property of ExoQuery or its licensors including, but not limited to, all marks, logos, names, text, data, documents, messages, pictures, graphics, images, video, audio, graphics, links, software and its underlying code, domain names, or other electronic files (collectively, “ExoQuery Content”). All ExoQuery Content is either owned by ExoQuery or made available to ExoQuery through arrangements with third parties.

2.3 Grant. You, as ExoQuery’s Customer, hereby grant to ExoQuery and our designees a non-exclusive, sublicensable, assignable, royalty-free, perpetual, and worldwide license to use, reproduce, distribute, modify, adapt, translate, create derivative works based on, publish, perform and/or display Your Content and any other data, material, or content you provide to ExoQuery or through the Services for the purposes of: (i) displaying and demonstrating the capabilities and functioning of the Services; (ii) marketing the Services, in any media now known or hereafter developed; and/or (iii) for any other purposes to which you consent, without compensation to you or any other provider of Your Content. You also agree to permit any other Account holder to access, display, view, store, and reproduce Your Content for personal use. This license includes any right of publicity rights that may be present in Your Content.

2.4 Feedback. To the extent you provide us any feedback, comments or suggestions regarding the design, functionality or operation of the Services (the “Feedback”), ExoQuery will own all rights in the Feedback and may freely use and incorporate the Feedback into the Services or any of our current or future products or Services without any compensation to you.

SECTION 3: TERM AND TERMINATION

3.1 Term, Termination, and Automatic Renewal. Your rights to access the Services shall begin when you register to set up an Account or otherwise access and begin using the Services. Unless you are otherwise notified, agree to, and are allowed by ExoQuery, the term of this Agreement shall continue for as long as you maintain an Account or use the Services (the “Term”).

3.2 ExoQuery Right of Termination. ExoQuery reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms and/or your Account and/or your access to all or any part of the Services at any time and for any reason without prior notice or liability including, without limitation, in response to your breach of any of the Terms in this Agreement.

3.3 Effects of Termination. Upon termination of this Agreement: (i) all rights ExoQuery granted to you shall terminate and ExoQuery shall no longer provide you with access to the Services; (ii) you shall cease using the Services; and (iii) ExoQuery shall delete all of your Account data. To the extent any AI models are or were trained using Your Content, whether intentionally or unintentionally, you acknowledge and agree that any disabling or deletion of your Account data will not affect such AI model training.

SECTION 4: FEES, PAYMENTS, AND TAXES

4.1 Fees and Service Tiers. You acknowledge that free, preview, or trial versions of the Services may not include all features and functionality that are included for holders of paid subscription-based Accounts or other users who pay for the Services, and that ExoQuery reserves the right to charge for any portion of the Services and to change its fees (if any) from time to time in its discretion. If you are approved to use a free, preview, or trial version of the Services, you may receive a set number of SQL benchmarking query executions for a limited period of time, and such conditions will be communicated to you as part of any approval to use the Services. If you pay for a one-time transaction to use the Services, you also will receive a set number of benchmarking executions for the amount you pay, but they will not be time-limited. Subscriptions are available at different tier levels depending on the number of benchmarking executions provided under each subscription, with “Pro” subscriptions starting at a monthly fee of $99 USD per month. Annual subscriptions will be provided at similar rates to monthly subscriptions, although two months’ worth of fees will be deducted from the annual subscription amount. Enterprise-level subscription tiers are available for companies, organizations, and other entities, too, provided that such subscriptions may be subject to the terms of an additional written agreement between ExoQuery and the applicable subscribing entity. Your use of the Services will be subject to usage limits depending on the payment or subscription model or tier you choose, and ExoQuery reserves the right to modify such usage limits after using commercially reasonable efforts to notify you of such modifications. All fees paid by you for your use of any portion of the Services are charged on a monthly or yearly basis, or fees may be charged for one-time transactions, depending on the version of the Services you use. Any subscriptions will renew automatically for consecutive monthly or annual subscription renewal terms unless you cancel or terminate your Account prior to the expiration of the then-current subscription term. You may cancel or terminate your Account at any time. Any fees paid by you for your use of any portion of the Services are non-refundable.

4.2 Increases. ExoQuery reserves the right to increase its fees (or to begin charging fees for any free version of the Services) upon at least thirty (30) days’ advance notice on the Site, provided that such changes will not apply to fees or charges paid or used prior to the time of the change. If you have a subscription for the Services, then any fee changes will not take effect until the beginning of the next monthly or annual subscription period, as applicable.

4.3 Taxes. All amounts due hereunder are exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind (whether foreign, federal, state, local or other) associated with this Agreement, the Services, or your access to the Services. You shall be solely responsible for all such taxes, duties, and charges, as applicable.

4.4 Late Payments. Continued access to your Account is conditioned on you maintaining a fully paid up subscription to access and use the Services or other payments as required for the use of the Services for the duration of the Term. At ExoQuery’s discretion, access to your Account may be suspended or terminated in the event any subscription or other Account-related fees are not paid on time, or if you violate the Acceptable Use Policy (see Section 5, below) or any of the other terms and conditions in this Agreement.

SECTION** 5: ACCEPTABLE USE POLICY**

5.1 Interactions with Others. In using the Services, you may interact with other Account holders and users of ExoQuery’s Services. You are solely responsible for any such interaction and agree to do so in a manner that is legal, respectable, and consistent with the terms of this Agreement. ExoQuery is not responsible for the conduct of any other Account holder or user of the Services who may interact with you, regardless of whether it is done through the Services. ExoQuery cannot guarantee that any information or material you receive from other users of the Services is accurate, complete, reliable, or updated on any regular basis. ExoQuery has no direct control over any information or material you receive from other users of the Services, and therefore ExoQuery is not liable to you or anyone else for any harm or damages you may experience in using and/or relying on any information or material you receive from other users of the Services. None of the information or material you receive from other users of the Services is fact-checked or maintained by ExoQuery.

5.2 Compliance with Applicable Law. You agree that you are responsible for Your Content and your use of the Services. You agree that you will use the Services in compliance with all applicable local, state, national, and international laws, rules and regulations, including, but not limited to United States export control laws and any other laws regarding the transmission of technical data exported from your country of residence. You agree that you are solely responsible for your compliance with all such laws and regulations.

5.3 Prohibited Conduct. In connection with your access to and/or use of the Services, you agree that you will NOT:

  • Transmit anything that imposes an unreasonable or disproportionately large strain on ExoQuery’s network or computer infrastructure;

  • Upload or post any inappropriate or offensive content or language;

  • Use any automated technology such as a robot, spider, or scraper to access, scrape, or data mine the Services;

  • Engage in any behavior that attempts to hack into or gain unauthorized access to protected areas of the Services or our computers, servers or networks, or to any computers or systems used by other users of the Services;

  • Use the Services in a manner that could destroy, damage, or impair any portion of the Services or any computers, systems, hardware, or software used by ExoQuery or other users of the Services;

  • Make unauthorized attempts to modify any information stored through the Services;

  • Make attempts to defeat or circumvent security features, or to use the Services for any purpose other than their intended purposes;

  • Upload or post any unsolicited or unauthorized advertising or promotional materials, spam emails, chain letters or communications, pyramid schemes, or any other form of such solicitations; and/or

  • Provide false or misleading information.

This list of prohibitions is not exclusive. ExoQuery reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement, your Account, and/or your access to all or any part of the Services without prior notice or liability in response to your breach of this Acceptable Use Policy or any other term in this Agreement. ExoQuery reserves the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability in the event of any apparent violation of the terms in this Agreement.

SECTION 6: WARRANTY DISCLAIMERS

6.1 Disclaimer. TO THE EXTENT PERMITTED BY LAW, EXOQUERY MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, OR ENDORSEMENTS ABOUT THE SITE, SERVICES, OUTPUTS, AND/OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICES, INCLUDING YOUR CONTENT AND EXOQUERY CONTENT. EXOQUERY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATED TO THE SERVICES, OUTPUTS, AND SUCH CONTENT INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF APPROPRIATENESS, RELIABILITY, OR TIMELINESS. EXOQUERY SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF THE OUTPUTS, CONTENT, OR ANY OTHER INFORMATION CONVEYED ON OR THROUGH THE SERVICES OR FOR ERRORS, MISTAKES, OMISSIONS, DATA LOSS, DATA CORRUPTION THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE SERVICES FROM WHATEVER CAUSE. WITHOUT LIMITING THE FOREGOING, EXOQUERY MAKES NO WARRANTY THAT THAT THE OUTPUTS, CONTENT, OR SERVICES ARE FREE FROM MISTAKES, ERRORS, OR DEFECTS. YOU ACKNOWLEDGE AND AGREE THAT YOU USE THE OUTPUTS, CONTENT, AND OTHER SERVICES AT YOUR OWN RISK.

6.2 Additional Disclaimers. EXOQUERY DOES NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. EXOQUERY DOES NOT WARRANT THAT THE OUTPUT, CONTENT, OR SERVICES WILL BE UNINTERRUPTED, TIMELY, OR SECURE. IF YOUR USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA DUE TO DATA LOSS OR DATA CORRUPTION, EXOQUERY SHALL NOT BE RESPONSIBLE FOR THOSE COSTS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ANY STATEMENT OR INFORMATION EXOQUERY PROVIDES WITH RESPECT TO THE UPTIME OR AVAILABILITY OF THE SERVICES IS PROVIDED WITH THE UNDERSTANDING THAT EXOQUERY WILL USE COMMERCIALLY REASONABLE EFFORTS TO HONOR ANY SUCH STATEMENT OR INFORMATION, BUT EXOQUERY DOES NOT WARRANT OR GUARANTEE ANY PARTICULAR UPTIME OR AVAILABILITY COMMITMENT FOR THE SERVICES.

6.3 Services Provided “As Is”. TO THE EXTENT PERMITTED BY LAW, THE OUTPUTS, CONTENT, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE). EXOQUERY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, SECURITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT PERMITTED BY LAW, EXOQUERY MAKES NO WARRANTIES THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS, OF OTHERS AND ASSUMES NO LIABILITY FOR SUCH INFRINGEMENT.

SECTION 7: LIMITATIONS OF LIABILITY AND DAMAGES CAP

7.1 Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EXOQUERY BE LIABLE TO ANY ACCOUNT HOLDER OR OTHER USER OF THE SERVICES FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR DAMAGES RESULTING FROM LOST OR CORRUPT DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR OTHER SIMILAR DAMAGES), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF EXOQUERY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR ARISING OUT OF: (i) THESE TERMS; (ii) THE USE OF OR INABILITY TO USE THE SERVICES; (iii) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICES; (iv) ANY CLAIM ATTRIBUTABLE TO SECURITY BREACHES, ERRORS, OMISSIONS, OR INACCURACIES THAT OCCUR OR ARE AVAILABLE ON OR THROUGH THE SERVICES; AND/OR (v) ANY OTHER MATTER RELATING TO THE SERVICES AND/OR ANY LINKS AVAILABLE ON OR THROUGH THE SERVICES. FURTHER, EXOQUERY SHALL NOT BE LIABLE IN ANY WAY FOR ANY THIRD-PARTY SERVICES OFFERED THROUGH THE SERVICES, INCLUDING OUTPUTS AND OTHER CONTENT OF THIRD PARTY AI SYSTEMS.

7.2 Damages Cap. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE TOTAL AGGREGATE LIABILITY OF EXOQUERY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU OR THE APPLICABLE ACCOUNT HOLDER(S) TO EXOQUERY IN THE PREVIOUS ONE (1) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE.

7.3 Basis of the Bargain. YOU AND EXOQUERY (COLLECTIVELY, THE “PARTIES”) AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7 SHALL APPLY NOTWITHSTANDING THAT ANY REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE.

7.4 Scope of Applicability. SOME STATES DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS IN SECTIONS 6 AND 7 OF THIS AGREEMENT MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF EXOQUERY TO ANY ACCOUNT HOLDER OR OTHER USERS OF THE SERVICES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

7.5 Remedy. IF YOU ARE DISSATISFIED WITH THE SERVICES OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

SECTION 8: INDEMNIFICATION

8.1 Account Holder Indemnification. You agree to defend, indemnify, and hold harmless ExoQuery from and against any claims, actions, demands, losses, costs, damages, liabilities, judgments, awards, and expenses including, without limitation, reasonable legal and accounting fees, costs of defense and direct, indirect, punitive, special, individual, consequential, or exemplary damages ExoQuery suffers in relation to or resulting from, or for the purpose of avoiding, any third-party claim or demand that relates to: (i) your breach of these Terms or any other portion of this Agreement; (ii) your access to, use, or misuse of the Services, or the use of the Services by any person or entity using your Account; or (iii) any violation of an applicable law or regulation by you through your use of the Services.

8.2 Indemnification Process. ExoQuery shall provide notice to you of any such indemnification claim, suit, or proceeding. ExoQuery reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section 8. In such case, you agree to cooperate with any reasonable requests in assisting ExoQuery's defense of such matter. Your indemnification obligations shall survive the termination this Agreement.

**SECTION **9: AGREEMENT TO ARBITRATE DISPUTES, CLASS ACTION WAIVER AND GOVERNING LAW

9.1 No Class Action. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND EXOQUERY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

9.2 Agreement to Arbitrate Disputes. Any disputes arising under or relating to this Agreement shall be resolved through final and binding arbitration before either the American Arbitration Association, J.A.M.S., or National Arbitration Forum in accordance with the Commercial Arbitration Rules of the American Arbitration Association, including its rules for emergency measures of protection, except to the extent that the Commercial Rules of the American Arbitration Association may be interpreted to require the parties to produce documents, witnesses, or information at a time other than at a hearing on the claim without the parties’ mutual consent. In the event more than one (1) demand for arbitration is filed in connection with this Agreement, the demand filed with the American Arbitration Association, J.A.M.S., or National Arbitration Forum office having jurisdiction over Pennsylvania proceedings shall take precedence, and any other demand shall be withdrawn and presented in the Pennsylvania filing. The arbitrator will apply the substantive laws of Pennsylvania, without reference to its conflict of laws provision. Arbitration shall be held in Pennsylvania and shall include an award of reasonable attorneys' fees (and the amount of such fees) to the prevailing party. The arbitrator's award shall be final and binding, and judgment thereon may be entered in any court having jurisdiction over the party against which enforcement is sought; provided that any such award rendered by the arbitrator shall be strictly in conformance to and in accordance with the terms and conditions of this Agreement, including without limitation the limitation of liability provisions contained herein. The parties undertake and agree that all arbitration proceedings conducted under this Section 9 shall be kept strictly confidential, and all information, documentation, or materials in whatever form disclosed during such arbitration proceedings shall be used solely for the purpose of those proceedings. Other than those matters involving injunctive relief as a remedy or any action necessary to enforce the award of the arbitrator, the parties agree that the provisions of this Section 9 are a complete defense to any suit, action, or other proceedings instituted in any court or before any administrative tribunal with respect to any dispute or controversy arising under or relating to this Agreement. Nothing in this Section 9 shall prevent ExoQuery from exercising its rights to terminate this Agreement as specified herein. The provisions of this Section 9 shall survive the expiration or termination of this Agreement for any reason.

9.3 Governing Law. Pennsylvania law shall govern these Terms except for its conflicts of laws principles. All claims or disputes arising out of or relating to these Terms or other portions of this Agreement will be brought exclusively in Philadelphia, Pennsylvania according to the arbitration procedures set forth above.

SECTION 10: MISCELLANEOUS

10.1 International Concerns. ExoQuery operates the Services from the United States. We make no claims concerning whether the Services, including without limitation any Outputs or other Content, may be downloaded, viewed, or appropriate for use outside of the United States. If you access the Services or ExoQuery Content from outside of the United States, you do so at your own risk and are responsible for following your applicable local laws and determining, among other things, whether your use of the Services violates any local laws or complies with data privacy or sharing regulations. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. By using the Services, you agree and acknowledge that information about you, including any personal information, may be transmitted to, processed in, and stored in the United States.

10.2 Export Controls. The United States controls the export of software products and technical data. You expressly agree to comply with such restrictions and not to export or re-export any portion of the Services to countries or persons prohibited under U.S. export control laws. By accessing, using, or downloading any portion of the Services, including without limitation any the Outputs or other Content, you are expressly agreeing that you are not in a country where such export is prohibited or a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Services and any Outputs or other Content.

10.3 No Responsibility for Technical Issues. ExoQuery is not responsible for any harm or damages of any kind that may occur to you due to any glitches, hacks, breaches, or any other unauthorized access to ExoQuery’s computer or network systems, including any ExoQuery hardware or devices, that may or may not result in the disclosure of any personal information you provided to us. ExoQuery does not assume any liability or responsibility for your use of the Internet or the Services including, but not limited to, any change your computer, device, or related systems may sustain as a result of accessing or using the Services.

10.4 Notice for California Residents. If you are a California resident, in compliance with your rights under California Civil Code Section 1789.3, you have the right to contact ExoQuery with any complaints or to seek additional information. You may email ExoQuery at info@exobench.ai. For any physical documents, you may send mail to 502 W 7th St, Ste 100, Erie, PA 16502-1333. If California users have any questions or complaints about ExoQuery, they may also contact The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 1-800-952-5210. Hearing impaired persons may call 1-800-735-2929 via TTY device.

10.5 Waiver. Any failure of ExoQuery to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against ExoQuery unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.

10.6 Severability. If any provision of this Agreement is found to be invalid by any court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect to the extent permitted by law.

10.7 Interpretation. Headings are provided for convenience only and will not be used to interpret the substance of this Agreement. Unless the intent is expressly otherwise in specific instances, use of the words “include,” “includes,” or “including” in this Agreement shall not be limiting and “or” shall not be exclusive.

10.8 Entire Agreement and Survival. This Agreement constitutes the entire agreement of the parties with respect to the Services and supersedes all prior communications, promises, and proposals, whether oral, written, or electronic, between you and ExoQuery, with respect to the Services. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability, and any other relevant language that is meant to remain in effect after this Agreement ends shall survive the termination or expiration of this Agreement.

If you need to contact ExoQuery for any reason, please use the following contact information:

ADDRESS: 502 W 7th St, Ste 100, Erie, PA 16502-1333

EMAIL: info@exobench.ai