CICERO User Agreement

This User Agreement (the "Agreement") is entered into as of the Effective Date by and between Analytica Legalis, Inc., a West Virginia corporation ("Company"), and the individual identified below as the user.

a. "Customer" means the entity through which the User is granted access to the Company's proprietary research platform under a Master Services Agreement (MSA) with the Company.

b. "Product" means the proprietary research platform, including web-based software, user interface, and related services provided by Company.

c. "Authorized User" or User means the individual executing this Agreement who is granted access credentials by the Company and authorized by the Customer to use the Product.

d. "Confidential Information" means all non-public information disclosed by the Company, including but not limited to the Product, software, algorithms, methodologies, and any related documentation.

a. Access Grant: Subject to the terms of this Agreement, the Company grants the User a limited, non-exclusive, non-transferable right to access and use the Product solely for the Customer's internal business purposes and consistent with the Intended Use defined in the MSA. User's access is contingent upon accepting and complying with this Agreement and executing any updates to this Agreement as required by the Company.

b. Platform Control and Use Acknowledgment: User acknowledges that the Product is a research platform whose functionality is solely determined by the Company. User assumes full responsibility for any legal decisions made using the Product and understands that the Product provides data analytics based on public information without recommending any specific legal action. All legal decisions are based on User's independent judgment.

c. Customer Infrastructure Responsibility: User acknowledges that Customer is responsible for providing hardware, equipment, and IT infrastructure necessary to use the Product. Company does not support Customer's infrastructure or assume liability for any associated data loss or recovery issues. Sufficient internet connectivity must be maintained by the Customer.

d. Product Updates and Use of Customer Data: Company may update the Product at its discretion, potentially altering functionality. User agrees to cooperate with these updates. User data entered into the Product may be used by the Company to enhance and refine its software and analytics capabilities, with User's consent. User is responsible for all data entered into the Product, including its content and accuracy, and agrees to comply with applicable laws in using the Product. User represents and warrants that User has made all disclosures and have all rights, consents, and permissions necessary to use any data with the Product and grants the Company the necessary rights to provide the Product. Customer is responsible for all Users' compliance with this Agreement and will take all necessary actions to prevent unauthorized access to or use the Product, and notify the Company promptly of any such unauthorized access or use.

e. Use of LLMs: User acknowledges that Company, in its sole discretion, may employ LLMs in the provision of the Product in a manner that is consistent with this Agreement and applicable law. User consents to such use and agrees that User is providing all data with awareness and understanding of Company's employment of LLMs.

f. Service Suspension: Company may temporarily suspend access to the Product if: (i) there is a threat or attack on the Product, security risks, fraudulent use, or Customer undergoes insolvency or legal dissolution; (ii) a vendor terminates Company's access to necessary third-party services; or (iii) as otherwise provided in Section 3(b)(iii) of the MSA. Company will make reasonable efforts to notify the User of suspensions and updates, and resume access as soon as the issue is resolved. Company is not liable for any damages or losses caused by the suspension.

g. Privacy Policy: User agrees to the terms of the Company's privacy policy (the "PrivacyPolicy"), which governs the collection and use of personal data. The Privacy Policy is available on the Company's website and may be updated from time to time, and continued use of the Product constitutes acceptance of such updates.

h. Third-Party Platforms: If User uses third-party platforms, add-ons, or services with the Product, it is governed by the agreement between User and the third-party provider, not this Agreement. Company is not liable for any issues related to third-party platforms, including their security, functionality, availability, or how they use data. Company is not responsible for compatibility issues or errors caused by third-party platforms. User must obtain any necessary licenses or consents for third-party use. If integrated, Company may access and exchange data with the third-party platform without liability.

a. Qualifications of User: User must be an employee or contractor of Customer identified by Customer to Company as an individual that will be accessing the Product for or on behalf of Customer. User may not access the Product prior to executing this Agreement. The Product is not intended for, and may not be used by anyone, under the age of 16.

b. Account Security: User shall keep login credentials confidential and shall not share, transfer, or disclose credentials to any other person. User is responsible for all activities conducted through their account.

c. Compliance: User agrees to comply with all applicable laws and regulations and shall not use the Product for any unlawful or unauthorized purpose.

d. Prohibited Actions: User agrees to comply with all applicable laws and regulations and shall not use the Product for any unlawful or unauthorized purpose. following: (i) provide access to, distribute, sell or sublicense the Product to a third party, (ii) use the Product on behalf of, or to provide any product or service to, third parties, (iii) use the Product to develop a similar or competing product or service, (iv) scrape, data mine, reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to or unauthorized data from the Product except to the extent expressly permitted by law (and then only with prior notice to the Company), (v) determine the composition of the Product or gain unauthorized access to the Product or their related systems or networks, (vi) modify or create derivative works of the Product or copy any element of the Product, (vii) remove or obscure any proprietary notices in the Product or otherwise misrepresent the source of ownership of the Product, (viii) publish benchmarks or performance information about the Product (ix) interfere with the Product's operation, circumvent its access restrictions or conduct any security or vulnerability test of the Product (x) transmit any viruses or other harmful materials to the Product, (xi) share User seats, (xii) engage in any fraudulent, misleading, illegal or unethical activities related to the Product, (xiii) interfere with or disrupt the integrity or performance of the Product, (xiv) copy, frame, or mirror part or content of the Product, or (xv) use the Product to store or transmit material which contains illegal content.

a. Ownership: User acknowledges that, as between User and Company, Company owns all rights (including intellectual property rights), title, and interest in the Product and Company Proprietary Information (as defined in the MSA). No rights or licenses are granted except as expressly stated in this Agreement. Company reserves all rights not expressly granted to User in this Agreement.

b. Feedback: Any feedback or suggestions provided by the User regarding the Product may be used by the Company without any obligation to the User, and the Company shall own all rights to such feedback.

User agrees to maintain the confidentiality of the Company's Confidential Information and not to disclose such information to any third party without the Company's prior written consent. User shall not use Confidential Information for any purpose other than as permitted by this Agreement. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

Company expressly disclaims all representations and warranties of any kind or character, whether express or implied, statutory, or otherwise, including, without limitation, warranties of merchanitability, fitness for a particular purpose, and of noninfringment.

Without limiting the foregoing, company expressly disclaims any representation or warranty whatsoever with respect to: (a) the accuracy, commercial viability, or usefulness of the product; (b) user's use or the results or consequences of cusomter's use of the product; (c) the accuracy or completeness of the product or any work product generated by user for the product; (d) the accuracy or completeness of the information used to generate results through the product; and (e) the accurancy of images, codes, information, data, or other things provided by company or the product. all third-party platforms are provided "as-is" and any representation or warranty of or concerning any of them is strictly between user and the third-party owner or distributor of such third-party platform.

Without limiting the foregoing, user expressly acknowledges that the product does not constitute legal advice or the provision of legal services, that user's use of the product is limited to data agregation and analytics, and that if user elects to base, in whole or in part, legal advice or strategy upon user's use of the product, that user does so at its own risk. user expressly acknoweldges that company is inherently unable to guarantee or predict a result or ruling in a court of law or any tribunal. no information obtained by user from company or the product is intended to replace, supplant, or substitute user's indenpendent legal and professional knoweldge, judgment, or skill. company shall not be liable for any claim of malpractice against user or user's personnel nor shall company be liable for any claim by or loss of user or user's clients.

Without limiting the foregoing, company makes no representation, warranty, or guarantee of the completeness or accuracy of the data produced by the product. user expressly acknowledges that use of the product relies in part on third party data and publically available information and that there is no way for company to verify or validate the accuracy or completeness of source data upon wich the product relies. user further acknowledges that certain functionality of the product may require user to enter or upload information and that certain results obtained from the product rely upon such information, which company is inherently unable to verify.

Without limiting the foregoing, company does not guarantee that user's use of the product will be continuous, error free, virus or malware free, or secure access to the product or the company site. user expressly assumes all risk with respect to the use of the product. company shall not be liable for any damage caused by the interaction of the product with any device, equipment, or information technogoly infrastructure of user and/or customer.

Without limiting the foregoing, company shall not be liable or any loss or damage resulting from user's use or inability to use the product or any discrete feature of the product, including, without limitation, loss of goodwill, ceasation in work, equipment failure or malfunction, or any other damage or loss to user or user's clients.

User expressly acknowledges that it has received, read, and understood company's privacy policy and acknowledges that user uploads or enters user's information, including without limitation, attorney work product, or privileged information into the product at user's own risk and that company is not liable for any breach or inadvertent disclosure of such information in excess of insurance limits.

In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of data, profits, or business opportunities, arising out of or related to User's use of the Product. The Company's total liability shall not exceed the amount paid by Customer for User's access to the Product during the twelve (12) months preceding the claim.

The Company reserves the right to suspend or terminate User's access to the Product at any time, with or without cause, including for any breach of this Agreement. Upon termination, User's right to access and use the Product shall immediately cease. User shall delete or destroy any Company Proprietary Information (as defined in the MSA) in their possession.

This Agreement is governed by the laws of the State of West Virginia, with jurisdiction in Cabell County or the United States District Court for the Southern District of West Virginia.

Customer will not have the right or ability to assign, transfer or subcontract any obligations under this Agreement without the written consent of Company. Any attempt to do so will be void. Company will be free to transfer any of its rights under this Agreement to a third party. Any breach of this Agreement will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies. Neither party shall be liable for delays or failures in performance due to events beyond their reasonable control, including acts of God, war, or governmental actions. This is the entire agreement between the parties with respect to the subject matter hereof and no changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any notice required or permitted by this Agreement will be in writing and will be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by email (provided, however, if the sender receives an automatically generated notification that such email was not delivered, such attempted email notice shall be ineffective and deemed not to have been given); or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to the addresses set forth below or such other address as either party may specify in writing.