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SOFTWARE AS A SERVICE AGREEMENT

ARCHETYPEID SOFTWARE AS A SERVICE AGREEMENT

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Effective Date: April 9, 2026

Version: 26.1.0

This Software as a Service Agreement (the “Agreement”) is entered into as of the Effective Date set forth in the applicable Order Form, by and between the customer identified on the Order Form (“Customer”) and Sparky AI, Inc. d/b/a ArchetypeID, a Georgia corporation with offices at 235 Mitchell St. SW, Atlanta, GA 30303 (“Company” or “ArchetypeID”). Customer and ArchetypeID may be referred to herein collectively as the “Parties” or individually as a “Party.”

The Parties agree as follows:

1. DEFINITIONS

  • “Acceptable Use Policy” or “AUP” means ArchetypeID’s policy governing the acceptable use of the Services, available at https://archetypeid.ai/legal/aup, which is incorporated herein by reference.
  • “Customer Property” means (i) the Input, (ii) the Output, and (iii) any content (including text, images, illustrations, charts, tables, and other materials) and any Customer and/or User Personal Data supplied by Customer to ArchetypeID, either directly through the Service or indirectly through integration with a Third-Party Product.
  • “Input” means the information, documents, prompts, or multimodal data Customer or its Users input into the Services.
  • “Output” means the synthetic, predictive, or analytical output generated and returned by the Services based on the Input. For the avoidance of doubt, the Output shall not be deemed to include ArchetypeID Property.
  • “ArchetypeID Property” means (i) the Services, (ii) the Documentation, (iii) all content, behavioral science methodologies, algorithms, and software supplied by ArchetypeID, and (iv) ArchetypeID’s proprietary AI assets, specifically including:
    • “Virtual Twins” (or “Psychometric Personas”): ArchetypeID’s proprietary, AI-generated digital representations of specific human audience segments, utilizing proprietary behavioral science methodology encompassing psychometric vectors, cognitive heuristics, and emotional triggers.
    • “Synthetic Focus Groups”: The proprietary, simulated analytical process and testing environment wherein multimodal Customer deliverables are deployed against targeted Virtual Twins to yield empirical, predictive feedback.
    • “Large Scale Audience Simulation”: The macro-level, predictive analytics deployment utilizing ArchetypeID’s proprietary multi-agent swarm intelligence engine.
  • “Order Form” means an ordering document for Services purchased from ArchetypeID that has been executed hereunder by the Parties.

“Services” means the software services and artificial intelligence platform provided by ArchetypeID.

2. SERVICES & ACCEPTABLE USE

  • 2.1 Provision of Services. Subject to the payment of all applicable Fees, ArchetypeID hereby grants to Customer a non-sublicensable, non-transferable, non-exclusive right to access and use the Services in accordance with the terms of this Agreement and the applicable Order Form.
  • 2.2 Acceptable Use. Customer hereby acknowledges and agrees that it will at all times comply with, and ensure that all of its Users comply with, the Acceptable Use Policy (AUP). Any use of the Services to train competing artificial intelligence models, conduct high-risk automated decision making, or create unauthorized digital replicas of real individuals is strictly prohibited.

3. FEES AND PAYMENT

  • 3.1 Fees & Automatic Upgrades. Customer will pay ArchetypeID all fees specified in the applicable Order Form (“Fees”). If Customer adds additional Services or if its usage of the Services exceeds the previously purchased usage levels (a “Subscription Upgrade”), any incremental Fees associated with such Subscription Upgrade will be prorated over the remaining period of the then-current Subscription Term and automatically charged to Customer.
  • 3.2 Invoicing and Payment. By providing a payment method, Customer authorizes ArchetypeID to charge all applicable Fees when due. Unless otherwise specified in an Order Form, Customer will pay all invoiced amounts within thirty (30) calendar days of the invoice date. Overdue invoices are subject to a finance charge of 1.5% per month. Payment obligations are non-cancellable and Fees paid are non-refundable.
  • 3.3 Taxes. Customer is solely responsible for the payment of all taxes, assessments, tariffs, or duties arising from the provision of the Services, excluding taxes based on ArchetypeID’s net income.

4. INTELLECTUAL PROPERTY OWNERSHIP

  • 4.1 Customer Property. As between Customer and ArchetypeID, Customer retains all right, title, and interest in and to the Customer Property (including Inputs and Outputs).
  • 4.2 ArchetypeID Property. As between ArchetypeID and Customer, ArchetypeID retains all right, title, and exclusive interest in and to the ArchetypeID Property, including its computational engines, Virtual Twins, Synthetic Focus Groups, and all associated patents, copyrights, and trade secrets. No title or ownership rights to ArchetypeID Property are transferred to Customer.
  • 4.3 Licenses to ArchetypeID (The Training License). Customer hereby grants ArchetypeID a limited, non-exclusive, royalty-free license to access and use the Customer Property solely as necessary to (i) provide the Services to Customer, and (ii) train, fine-tune, and improve the artificial intelligence models and behavioral methodologies developed by ArchetypeID; provided, however, that any Customer Property used for model training must be aggregated and de-identified so that it cannot identify Customer, its Users, or any confidential underlying IP of Customer. Customer additionally grants ArchetypeID a revocable license to use Customer’s trademarks and logos to identify Customer as a subscriber of the Services.

5. DATA PRIVACY AND SECURITY

  • 5.1 Data Processing Agreement. The Data Processing Agreement (“DPA”) accessible at https://archetypeid.ai/legal/dpa is fully incorporated by reference.
  • 5.2 Sub-processors. Customer acknowledges that ArchetypeID may use Sub-processors to provide and improve the Services. A list of current Sub-processors can be found at https://archetypeid.ai/legal/sub.
  • 5.3 Information Security. ArchetypeID will maintain an information security program designed to secure the Services and Customer Property against accidental or unlawful loss or unauthorized access, implementing the security measures available at https://archetypeid.ai/legal/isr.

6. CONFIDENTIALITY

During the term of this Agreement and for three (3) years thereafter (and indefinitely for trade secrets), each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner it protects its own. A Receiving Party may not disclose Confidential Information except to its Affiliates, employees, or agents who need to know such information and are bound by written confidentiality agreements. Upon request, the Receiving Party will destroy all Confidential Information of the Disclosing Party, except for aggregated and de-identified data licensed to ArchetypeID under Section 4.3.

7. WARRANTIES & DISCLAIMERS

  • 7.1 Mutual Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.
  • 7.2 Disclaimers (AI Outputs). TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS-IS”. ARCHETYPEID PROVIDES PREDICTIVE BEHAVIORAL MODELING AND SYNTHETIC ANALYTICS. OUTPUTS GENERATED BY THE SERVICES ARE PROBABILISTIC COMPUTATIONAL MODELS AND DO NOT CONSTITUTE ABSOLUTE FACTUAL GUARANTEES, NOR PROFESSIONAL, FINANCIAL, OR LEGAL ADVICE. ARCHETYPEID SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING THE ACCURACY OF ANY AI-GENERATED OUTPUTS PRIOR TO MARKET DEPLOYMENT.

8. INDEMNIFICATION

  • 8.1 By ArchetypeID. ArchetypeID shall indemnify, defend, and hold harmless Customer from any Third-Party Claim alleging that the Services infringe any patent, copyright, or trade secret. ArchetypeID shall have no liability to the extent the claim arises from (1) Customer Property; (2) modification of the Services by Customer; or (3) Customer’s violation of the AUP.
  • 8.2 By Customer. Customer shall indemnify, defend, and hold harmless ArchetypeID from any Third-Party Claim arising from (i) Customer Property infringing the rights of a third party, or (ii) Customer’s breach of the Acceptable Use Policy.

9. LIMITATION OF LIABILITY

  • 9.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES.
  • 9.2 Liability Cap. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM AROSE.
  • 9.3 Exceptions (The Gold Mine). The exclusions and limitations in Sections 9.1 and 9.2 do not apply to (i) obligations under Section 6 (Confidentiality) or Section 8 (Indemnification), (ii) liability for gross negligence or willful misconduct, or (iii) liability for Customer’s breach of the Acceptable Use Policy or infringement/misappropriation of ArchetypeID’s Intellectual Property Rights.
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10. TERM AND TERMINATION

  • 10.1 Term of Subscriptions. Customer’s access commences on the start date specified in the Order Form. Subscriptions will automatically renew for the same period unless either Party elects not to renew by notifying the other in writing at least 60 days before the renewal date. ArchetypeID’s per-unit pricing for any renewal may increase by up to 5% or the CPI increase, whichever is greater.
  • 10.2 Termination for Cause. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.
  • 10.3 Effect of Termination. Upon termination, Customer shall cease all use of the Services. Termination shall not affect any obligation accrued prior to such termination.
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11. MISCELLANEOUS

  • 11.1 Relationship. The Parties are independent contractors.
  • 11.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other, except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
  • 11.3 Governing Law & Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. Any dispute shall be determined by final and binding arbitration in Atlanta, Georgia, administered by JAMS pursuant to its Comprehensive Arbitration Rules.
  • 11.4 Entire Agreement. This Agreement, including the DPA, AUP, and Order Forms, constitutes the entire agreement between the Parties and supersedes all prior agreements. Except for ArchetypeID’s modification of policies to comply with applicable law, no modification is binding unless in writing and signed by both Parties.

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