BRIQ TERMS OF SERVICE

BRIQ TECHNOLOGIES INC. (4117869) (“Briq”)

Effective Date: July 6, 2026 • Version 4.0

These Terms of Service (the “Terms”) govern access to and use of the Briq Service by the customer that signs up for or uses the Service (“Customer”). BY CREATING AN ACCOUNT, CLICKING “I AGREE” (OR A SIMILAR BUTTON), SELECTING A PLAN, OR ACCESSING OR USING THE BRIQ SERVICE, CUSTOMER AGREES TO THESE TERMS, WHICH FORM A BINDING AGREEMENT BETWEEN CUSTOMER AND BRIQ WITHOUT THE NEED FOR ANY SEPARATELY SIGNED DOCUMENT. If the individual accepting does so on behalf of an entity, that individual represents that they have authority to bind the entity, and “Customer” means that entity. These Terms, together with any Order Form, any Statement of Work (“SOW”), and any addenda incorporated by reference, form the “Agreement.” A separately negotiated or signed agreement is not required; an Order Form may be completed online or in writing as described below. If Customer does not agree, Customer must not access or use the Service.

1. Definitions

The following capitalized terms have the meanings set forth below; other terms are defined in context.

"Acceptable Use Policy" or “AUP” means the use requirements and restrictions in Sections 2.4 and 5.

"Affiliate" means an entity that controls, is controlled by, or is under common control with a party.

"Aggregated/De-Identified Data" means data derived from Customer Data or use of the Services that has been aggregated and/or de-identified so that it does not identify, and cannot reasonably be used to identify, Customer, any individual, or any Customer Confidential Information.

"Ancillary Services" means implementation, training, consulting, blueprinting, robot onboarding, connector development, or other professional services described in an SOW.

"Authorized User" means an employee or contractor of Customer that Customer authorizes to use the Briq Service.

"Briq Service" means Briq’s cloud software, including the Otto AI Autonomous Work Platform, Digital Workers, Skills, orchestration services, related interfaces, and Documentation, excluding Third-Party Services and Open Source Software used to provide it.

"Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including the terms of the Agreement, Customer Data, and Briq’s technology, security, and pricing information.

"Customer Data" means all data, information, and content that Customer or its Authorized Users provide to or input into the Briq Service, including prompts, files, and configuration (“Inputs”).

"Deliverables" means work products or outputs described in an SOW.

"Digital Worker" means an Otto AI autonomous software robot or agent that executes scoped tasks using Skills.

"Documentation" means Briq’s user instructions and help files, as updated.

"Feedback" means suggestions, comments, or ideas regarding the Services.

"Free Trial" means a limited, no-fee subscription under Section 2.6.

"Open Source Software" means software licensed under OSI-approved open source licenses.

"Order Form" means either (a) an online order, plan selection, or checkout that Customer completes through the Briq website or Service, or (b) a written ordering document signed or otherwise accepted by the parties — in each case specifying the Services, plan, Subscription Term, and pricing, and incorporating these Terms. Where Customer signs up online without a separate document, Customer’s online plan selection is the Order Form.

"Output" means text, files, code, recommendations, or other results generated by or through the Briq Service in response to Inputs.

"Services" means access to the Briq Service, Ancillary Services, and Support.

"Skill" means a modular, callable capability used by a Digital Worker to perform an action.

"Subscription Term" means the period for which Customer subscribes to the Briq Service, as set out in the Order Form.

"Third-Party AI Provider" means a provider of third-party artificial-intelligence or machine-learning models, services, or APIs (including model aggregators, routers, and marketplaces such as OpenRouter) that Briq uses to provide, or that interoperate with, the Briq Service (for example, leading third-party providers of large language models).

"Third-Party Services" means products, services, models, integrations, hosting, infrastructure, or content provided by a third party, including Third-Party AI Providers and hosting providers (e.g., AWS).

"Token(s)" means Briq’s metered unit of consumption used by Digital Workers, Skills, and orchestration services.

"Tools" means Briq’s proprietary software, templates, methods, know-how, and other materials used to provide the Services or create Deliverables.

2. Orders; Acceptance; Order of Precedence; License; Restrictions

2.1 Orders; Online Sign-Up. Customer may purchase Services by signing up and selecting a plan online through the Briq website or Service, or via a written Order Form. Acceptance occurs as described in the introduction to these Terms, and no separately signed document is required. Unless an Order Form states otherwise: (a) use is limited to the capacity, plan, and pricing on the Order Form; (b) additional Tokens, Digital Workers, capacity, or features may be purchased at then-current rates and co-terminate with the Subscription Term; and (c) purchases are not contingent on the future availability of any feature or functionality, or on any oral or written statement regarding future functionality.

2.2 Pricing Models; Order of Precedence. Briq offers the Services under various pricing and packaging models, which may include subscription, metered or Token-based consumption, per-seat, tiered bundle, hybrid, or custom enterprise pricing, in each case as selected by Customer at signup or specified on the applicable Order Form. The Order Form controls the commercial terms for the Services it covers, including pricing model, fees, capacity, included quantities, and any plan-specific support or service levels. In the event of a conflict, the order of precedence is: (1) the applicable Order Form (as to its subject matter); (2) any SOW (as to the Ancillary Services it covers); (3) these Terms; and (4) the Documentation. Any pre-printed or standard terms on a Customer purchase order or similar document are rejected and have no effect.

2.3 License Grant. Subject to the Agreement and payment of fees, Briq grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Briq Service during the Subscription Term solely for Customer’s internal business purposes and in accordance with the Documentation and the Agreement.

2.4 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (i) reverse engineer, decompile, or attempt to derive source code or the underlying models; (ii) copy or create derivative works of the Briq Service; (iii) resell, rent, lease, sublicense, or use the Service on a service-bureau basis or to provide services to third parties; (iv) remove or obscure proprietary notices; (v) attempt prompt injection or adversarial inputs, or circumvent usage limits, filtering, or security controls; (vi) use the Service to develop or train a competing product or model, or to benchmark it without Briq’s prior written consent; (vii) introduce malware or interfere with the integrity, security, or performance of the Service; or (viii) use the Service in violation of the AUP or applicable law.

2.5 Consumption; Tokens. Where a plan uses Token-based pricing: (a) Tokens are the metered unit of consumption, and included quantities and equivalences (if any) are stated on the Order Form; (b) consumption beyond included quantities (“Overages”) is billed at the Order Form rates; (c) unless an Order Form expressly provides for rollover, unused Tokens expire at the end of each month and do not carry over; (d) Ancillary Services may consume Tokens or be billed separately as stated in an SOW; and (e) running multiple Digital Workers concurrently (“Parallel Workforce”) may consume additional Tokens or incur surcharges as stated on the Order Form. Briq’s plan tiers (for example, Silver, Gold, and Platinum bundles) and their included quantities and rates are as published by Briq or as set forth on the Order Form. Consumption is also subject to Section 5 (Acceptable Use; Fair Use).

2.6 Free Trial. Briq may offer a Free Trial. Unless an Order Form states otherwise: (a) the Free Trial runs for the period stated at signup or on the Order Form or, if none, 14 days from the earlier of the subscription start date or the first Digital Worker action; (b) the Free Trial is limited (for example, capped Tokens, limited Skills, and limited Support), and Outputs are provided “AS IS” with no service levels, warranty, or indemnity; (c) any conversion to a paid subscription — including the conversion date, plan, pricing, and cancellation method — will be conspicuously disclosed to Customer at signup (for example, adjacent to the acceptance button) or on an Order Form, and affirmatively accepted by Customer (including by online click-acceptance); (d) Customer may cancel before the stated conversion date by the method disclosed at signup or on the Order Form; and (e) trial Customer Data and Outputs may be deleted 30 days after the trial ends if no paid subscription activates. Briq may suspend or terminate a Free Trial at any time for misuse, security concerns, or policy violations.

2.7 Changes to These Terms. Briq may update these Terms from time to time. If a change is material, Briq will provide reasonable advance notice (for example, by email to Customer’s account contact or by notice in the Service). Changes take effect on the date stated in the notice or, if none, when posted, and Customer’s continued use of the Service after that date constitutes acceptance. If Customer does not agree to a material change, Customer’s sole remedy is to stop using and terminate the Service before the effective date, in which case Briq will refund any prepaid, unused fees for the terminated period. Changes do not retroactively alter the pricing or terms expressly agreed in a then-current written Order Form for its Subscription Term, which control until renewal.

3. Service Description

The Briq Service is an AI-enabled autonomous work platform for construction finance and operations, consisting of: (a) the Otto AI platform and related interfaces; (b) Digital Workers and agents that execute scoped tasks using Skills (for example, reading documents, extracting and moving data, and processing bids, invoices, payroll, and approvals); (c) Skills and orchestration services; (d) connectors and integrations as enabled on the Order Form; and (e) Support as described in Section 7. Briq may also provide Ancillary Services under an SOW (Section 10). The specific Service components, plan, capacity, and features made available to Customer are those identified at signup or on the Order Form. Briq may update, enhance, or modify the Briq Service from time to time and may add, change, or remove features, provided that Briq will not materially decrease the core functionality of the Briq Service for which Customer has paid during the then-current Subscription Term.

4. Third-Party Services and AI Providers

4.1 Use of Third-Party Services. The Briq Service is delivered using, and may interoperate with, Third-Party Services, including Third-Party AI Providers (such as providers of large language models) and hosting and infrastructure providers (e.g., AWS). Briq may add, change, or replace Third-Party Services, including Third-Party AI Providers, at any time. Briq determines, and may change at any time, which artificial-intelligence models are used or made available for any feature, task, plan, or customer, and may select, route, substitute, restrict, downgrade, or limit the use of any model, including for cost, capacity, quality, or performance management, in each case without liability.

4.2 Authorization; Transmission of Inputs. Customer acknowledges and agrees that, to provide the Briq Service, Briq and the Briq Service transmit Inputs, Customer Data, and related information to, and receive Outputs from, Third-Party AI Providers and other Third-Party Services, and Customer authorizes Briq to do so. Customer is responsible for ensuring it has all rights and consents necessary for such transmission and processing. The categories of, and (where applicable) a list of, Briq’s current subprocessors and Third-Party AI Providers are available on request.

4.3 Third-Party Terms. Third-Party Services are governed by the applicable third party’s own terms, acceptable use policies, and privacy policies, which may apply to Customer’s use in addition to the Agreement. Customer will comply with such third-party terms to the extent applicable to its use, and Briq is not responsible for Customer’s non-compliance.

4.4 No Control; No Liability for Third-Party Services. Third-Party Services, including Third-Party AI Providers and the models, content, and Outputs they generate, are not owned or controlled by Briq. To the maximum extent permitted by law, Briq does not warrant and is not responsible or liable for any Third-Party Service or for any act, omission, error, inaccuracy, “hallucination,” bias, delay, interruption, suspension, change, deprecation, security incident, data handling, or discontinuation of any Third-Party Service or Third-Party AI Provider, even where the Briq Service depends on it. Any liability of Briq arising out of or relating to Third-Party Services is subject to Sections 15 and 17.

4.5 Changes to Third-Party Services. If a Third-Party Service or Third-Party AI Provider ceases to make features available on terms Briq considers commercially reasonable, modifies or discontinues its offering, or changes its terms, Briq may modify, suspend, substitute, or discontinue the affected features or functionality without liability and without refund, and will use commercially reasonable efforts to provide a comparable capability where practicable.

4.6 Customer Systems; Credentials; Automated Access. Customer may direct or enable Digital Workers, bots, and connectors to access, retrieve data from, and perform actions in Customer’s own and third-party systems and accounts on Customer’s behalf, including by using credentials Customer provides or by navigating user interfaces. Customer represents that it is authorized to grant such access for each system and that doing so does not violate any applicable third-party terms or law. Customer is responsible for the configuration, scope, permissions, and results of such access and for maintaining and securing the relevant credentials. Briq acts solely at Customer’s direction with respect to such access and is not responsible for the availability, terms, or behavior of Customer’s or third parties’ systems.

4.7 Web Content; Search Results. The Briq Service and Digital Workers may retrieve, search, browse, or otherwise access content, data, and materials from the public internet and other external sources (“Web Content”), and Outputs may incorporate, summarize, link to, or rely on Web Content. Web Content constitutes Third-Party Services for purposes of the Agreement. Briq does not control, verify, endorse, or license Web Content, makes no representation or warranty that Web Content is accurate, complete, current, lawful, or non-infringing, and grants Customer no rights in Web Content. Customer is solely responsible for its use of Web Content and of any Output that incorporates or relies on Web Content, including compliance with applicable law, third-party terms, and intellectual-property rights. To the maximum extent permitted by law, Briq will have no liability arising out of or relating to Web Content or its inclusion in, or influence on, any Output.

5. Acceptable Use; Fair Use; Rate Limiting

5.1 Acceptable Use. Customer will not use, and will not permit any Authorized User or third party to use, the Service to: (a) violate any applicable law or regulation, or infringe or misappropriate any third party’s intellectual-property, privacy, or other rights; (b) engage in unlawful discrimination, or make or materially contribute to consequential decisions about individuals in a manner that violates applicable law; (c) deceive, manipulate, or mislead in a manner that causes or is likely to cause harm; (d) generate, store, or transmit unlawful, harmful, harassing, or defamatory content, child sexual abuse material, or unlawful deepfakes or impersonations; (e) attempt to infer, re-identify, or extract personal data in violation of law; (f) interfere with or disrupt the integrity, security, or performance of the Service or any Third-Party Service; or (g) engage in any activity prohibited by Section 2.4. Customer is responsible for all activity under its accounts and for its Authorized Users’ compliance.

5.2 Fair Use; Capacity Protection. Customer’s use must be consistent with the capacity, plan, and any fair-use parameters at signup or on the Order Form and with normal, good-faith business use. Automated, excessive, abusive, anomalous, or disproportionate consumption — including query or request volumes or velocities that materially exceed Customer’s plan or that threaten the stability, security, or performance of the Service or any Third-Party Service — is not permitted.

5.3 Throttling; Rate Limiting; Suspension. Briq may, in its reasonable discretion and without liability, monitor consumption and may impose or adjust rate limits, queue, throttle, or temporarily reduce the priority or speed of, or suspend or restrict, Customer’s use of the Service (in whole or in part): (a) to enforce the AUP, plan limits, or fair-use parameters; (b) to protect the integrity, security, availability, or performance of the Service or any Third-Party Service; (c) to respond to actual or suspected unlawful, abusive, or unauthorized use; or (d) as required by a Third-Party Service. Where practicable and consistent with security and legal requirements, Briq will provide notice and an opportunity to address the issue, and Briq may instead elect to bill excessive consumption as Overages at the Order Form rates.

6. Registration; Security

6.1 Registration. Customer must provide accurate registration information, keep it current, and maintain the confidentiality and security of its accounts and credentials. Customer will implement and require reasonable access controls (e.g., SSO and MFA) and is responsible for activity occurring under its accounts.

6.2 Briq Security. Briq will maintain a commercially reasonable information-security program with administrative, technical, and physical safeguards designed to protect Customer Data, consistent with applicable law. No method of transmission or storage is completely secure, and Briq does not guarantee absolute security. Briq will notify Customer of a confirmed Security Incident affecting Customer Data without undue delay, as required by applicable law, and will reasonably cooperate in Customer’s investigation. “Security Incident” means a confirmed unauthorized access to, or disclosure of, Customer Data in Briq’s possession or control.

7. Availability; Support; Service Levels

7.1 Availability. Briq will use commercially reasonable efforts to make the Briq Service available with a target monthly uptime of 99.9%. Uptime targets are goals, not guarantees, and exclude: planned or emergency maintenance; Free Trials and beta or trial features; Third-Party Services and factors outside Briq’s reasonable control (including Third-Party AI Provider outages); Customer’s environment, equipment, or connectivity; suspension, throttling, or rate limiting under Sections 5 or 14; and force-majeure events. Briq will use commercially reasonable efforts to provide at least 72 hours’ notice of planned downtime where practicable.

7.2 Support. Briq provides standard Support to Customer’s designated administrators during Briq’s business hours (currently weekdays, 6:00 a.m.–5:00 p.m. Pacific, excluding Briq-observed holidays) via in-app chat or email to support@briq.com, with a target initial response within one business day. Briq may classify issues by severity and prioritize accordingly. Enhanced support, response targets, or service credits, if any, apply only if expressly stated on the Order Form.

7.3 Sole Remedy. Except as expressly stated on an Order Form, the service levels in this Section are targets only and do not entitle Customer to any service credit, refund, or other remedy. Any service credits expressly provided on an Order Form are Customer’s sole and exclusive remedy, and Briq’s sole liability, for any failure to meet a service level.

8. Customer Obligations; Compliance

8.1 Rights in Customer Data. Customer represents and warrants that it has all rights, consents, and authority necessary to provide Customer Data to the Service and to authorize processing of it by Briq and Third-Party Services as contemplated by the Agreement, and that Customer Data and Customer’s use of the Service comply with applicable law.

8.2 Compliance; Industry Requirements. Customer is solely responsible for compliance with all laws and regulations applicable to its business, industry, and use of the Service and Outputs, including construction, licensing, lien, prevailing-wage, employment, procurement, consumer-protection, privacy, and artificial-intelligence laws and regulations, as they may evolve. Customer is responsible for determining whether the Service is appropriate for any regulated, high-risk, or safety-related use and for implementing required safeguards. If Customer makes the Service or Outputs available to individuals, Customer is responsible for providing any legally required notices or disclosures, including notices that content is AI-generated or that an individual is interacting with an AI system.

8.3 Human Oversight. Customer will maintain appropriate human oversight of the Service, Digital Workers, and Outputs, and will not rely on Outputs as a substitute for professional judgment or for independent review and validation (see Section 9).

8.4 Authorized Users. Customer is responsible for its Authorized Users’ compliance with the Agreement.

8.5 Customer Data; No Monitoring. Briq does not verify, monitor, or endorse Customer Data or Inputs and is not responsible for their content, accuracy, quality, or legality. Customer is responsible for the accuracy, quality, integrity, and legality of Customer Data and Inputs and for its use of the Outputs. Briq may, but is not obligated to, remove or disable Customer Data or Inputs that it reasonably believes violate the Agreement or applicable law.

9. AI Outputs; No Professional Advice; No Autonomous Reliance

9.1 Nature of Outputs. The Briq Service uses probabilistic artificial-intelligence and machine-learning technologies, including Third-Party AI Providers. Outputs are generated automatically based on Inputs and statistical models and may be inaccurate, incomplete, outdated, biased, or otherwise unsuitable, and may not be unique to Customer. Briq does not warrant and does not guarantee the accuracy, completeness, reliability, suitability, or fitness of any Output.

9.2 No Professional Advice. The Service and Outputs are provided for informational and productivity purposes only and do not constitute, and are not a substitute for, professional advice or services of any kind, including engineering, architectural, construction, structural, safety, environmental, surveying, accounting, audit, tax, financial, legal, or insurance advice. No engineer-, architect-, accountant-, attorney-, or other professional-client relationship is created. Customer should obtain appropriate licensed or professional advice before acting, including with respect to financial reporting, payroll, tax, bidding, and compliance matters.

9.3 Customer Responsibility; No Autonomous Reliance. Customer is solely responsible for reviewing, verifying, and validating Outputs before any use or reliance, and for all decisions, actions, deliverables, estimates, bids, invoices, payments, payroll, filings, and other work product based on or incorporating Outputs. Customer will not use Outputs for automated or autonomous decision-making without appropriate human review and oversight. Customer assumes all risk arising from its use of, or reliance on, the Service and Outputs, and, to the maximum extent permitted by law, Briq will have no liability for any decision made or action taken in reliance on the Service or any Output.

9.4 Financial Operations; Payments; No Financial-Institution Role. At Customer’s direction and configuration, the Service may prepare, populate, route, schedule, or initiate invoices, bills, payroll, payments, disbursements, journal entries, filings, and other financial or accounting transactions. Customer is solely responsible for reviewing, approving, authorizing, and verifying all such transactions and the underlying data before they are executed, and for maintaining appropriate internal controls, approvals, and segregation of duties. Briq is a software provider only; it is not a bank, money transmitter, payment processor, lender, accountant, auditor, broker, investment adviser, or fiduciary, does not provide banking, money-transmission, tax, accounting, audit, or financial-advisory services, and does not hold or move Customer funds except, if at all, through Customer’s own or third-party payment or financial systems that Customer connects and controls. To the maximum extent permitted by law, Briq has no liability for any transaction, payment, disbursement, misdirected or duplicate payment, over- or under-payment, or report or filing generated, initiated, or processed by or through the Service.

10. Ancillary Services

Professional services (e.g., implementation, connectors, blueprinting, and training) will be described in a signed SOW. Changes require a written Change Order. Fees may be denominated in Tokens or cash as specified in the SOW. Unless an SOW expressly states otherwise, Ancillary Services are provided on a time-and-materials basis, any Deliverables are licensed under Section 12, and acceptance criteria, if any, are as stated in the SOW. If Briq materially fails to perform Ancillary Services as described in an SOW and Customer notifies Briq in writing within thirty (30) days after the affected performance, Briq will, at its option, re-perform the affected Ancillary Services or refund the fees paid for them, which is Customer’s sole and exclusive remedy and Briq’s entire liability for the Ancillary Services.

11. Fees and Taxes

11.1 Fees. Customer will pay the fees for the plan Customer selects at signup or as stated in an Order Form or SOW. Subscription fees are billed in advance; Overages and usage-based fees are billed in arrears; Ancillary Services are billed as stated in the SOW. Customer authorizes Briq and its payment processor to charge Customer’s designated payment method for all fees as they become due.

11.2 Payment. Undisputed fees are due net 30 days from the invoice date unless otherwise specified (or, for online plans paid by card, upon billing). Late amounts accrue interest at 1.5% per month (or the maximum permitted by law, if lower), and Customer will reimburse reasonable collection costs.

11.3 Non-Cancellable; Non-Refundable. Except as expressly provided in the Agreement, fees are non-cancellable, payments are non-refundable, and purchased amounts and quantities cannot be decreased during the relevant term.

11.4 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable taxes, other than taxes based on Briq’s net income.

11.5 Price Changes. Briq may change pricing effective upon renewal by providing at least 30 days’ notice before the end of the then-current Subscription Term.

12. Ownership; Customer Data; Intellectual Property; Data Use

12.1 Briq IP. As between the parties, Briq and its licensors own all right, title, and interest in and to the Briq Service, Documentation, Digital Workers, Skills, orchestration services, Tools, software, models, Aggregated/De-Identified Data, and Feedback, and all related intellectual property. Except for the limited rights expressly granted, no rights are granted to Customer.

12.2 Customer Data. As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants Briq a limited, non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data, and to transmit Customer Data to Third-Party Services, solely as necessary to provide, maintain, secure, and support the Service and Ancillary Services, to generate Outputs for Customer, and to comply with law.

12.3 Data Use; No Model Training on Customer Data. Briq will not use Customer Data to train, fine-tune, or improve any generally available foundation model or any artificial-intelligence model made available to other customers, and Briq will not sell Customer Data. Briq does not use Customer Data to develop generalized product improvements except in Aggregated/De-Identified form. Briq uses Third-Party AI Providers to process Inputs and generate Outputs; Briq’s agreements with such providers generally provide that Inputs submitted through Briq’s enterprise interfaces are not used to train those providers’ models, but Briq does not control, and is not responsible for, Third-Party AI Providers’ independent data practices, which are governed by their terms (see Sections 4 and 8). Briq may create and use Aggregated/De-Identified Data for any lawful business purpose, including to operate, secure, analyze, and improve the Services.

12.4 Outputs. As between the parties, and to the extent permitted by law and subject to any applicable Third-Party Service terms, Briq assigns to Customer its rights, if any, in Outputs generated specifically from Customer’s Inputs. Outputs may not be unique, and Briq does not guarantee exclusivity or that Outputs are non-infringing. Customer’s rights in Outputs are subject to Customer’s compliance with the Agreement and to the disclaimers in Section 9.

12.5 Feedback. If Customer provides Feedback, Customer assigns all rights in such Feedback to Briq, and Briq may use it without restriction or obligation.

12.6 Deliverables; Tools. Deliverables are licensed to Customer for its internal business use during the Subscription Term. Briq retains ownership of all Tools, templates, methods, and know-how used to create them.

12.7 Briq Developments. All inventions, works of authorship, improvements, enhancements, and developments conceived, created, written, or generated by or on behalf of Briq, whether alone or jointly with Customer, including in connection with any Ancillary Services and including all Deliverables (except as an SOW expressly states otherwise), together with all intellectual property rights in them (“Briq Developments”), are the sole and exclusive property of Briq. To the extent any contribution by Customer or its personnel would otherwise vest ownership of a Briq Development in Customer, Customer hereby irrevocably assigns it, and all intellectual property rights in it, to Briq, and will assist Briq (at Briq’s expense) in perfecting and enforcing those rights. This Section does not transfer Customer’s pre-existing materials or Customer Data, which remain Customer’s.

12.8 Return and Deletion. During the Subscription Term and for 30 days after its end, Customer may export or request a copy of Customer Data in Briq’s standard format. After that period, Briq may delete Customer Data in the ordinary course, subject to legal retention requirements and routine backups that are overwritten on a rolling basis.

12.9 Assignment Mechanics. Customer will execute documents reasonably necessary to perfect Briq’s rights. Where an assignment to Briq is not enforceable, Customer grants Briq a perpetual, irrevocable, worldwide, royalty-free license to the relevant materials.

13. Confidentiality

Each party will protect the other’s Confidential Information using at least reasonable care, use it only to perform under the Agreement, and disclose it only to those with a need to know who are bound by confidentiality obligations at least as protective as these. Standard exclusions apply for information that is or becomes public through no fault of the recipient, is independently developed without use of the Confidential Information, or is rightfully received from a third party. A party may disclose Confidential Information as required by law, with reasonable advance notice where legally permitted. Customer Data is Customer’s Confidential Information.

14. Term; Termination; Suspension

14.1 Term; Renewal. The Agreement begins on the Order Form effective date (or, for online sign-ups, when Customer first accepts these Terms or accesses the Service) and continues for the Subscription Term. Unless an Order Form states otherwise, subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party gives at least 30 days’ written notice of non-renewal before the end of the then-current term. Customer may cancel renewal at any time before the end of the then-current term through the Service (for example, in account settings) or by the method disclosed at signup or on the Order Form.

14.2 Termination for Cause. Either party may terminate the Agreement or an affected Order Form for cause if the other party (a) materially breaches the Agreement and fails to cure within 30 days after written notice describing the breach in reasonable detail, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within 60 days.

14.3 Effect of Termination. Upon expiration or termination, the license and Customer’s access end, and Customer will pay all fees accrued as of the effective date of termination. Provisions that by their nature should survive (including Sections 9, 11, 12, 13, 15, 16, 17, and 20) survive. Except where Customer terminates under Section 14.2 for Briq’s uncured material breach (or under Section 2.7 for a material change to these Terms), fees are non-refundable; in those cases, Briq will refund the pro-rata portion of prepaid, unused fees for the terminated remainder of the Subscription Term as Customer’s sole monetary remedy for such termination. Data return and deletion are governed by Section 12.8.

14.4 Suspension. Briq may suspend or restrict Customer’s or an Authorized User’s access to all or part of the Service immediately, with notice where practicable, for: (a) non-payment of undisputed fees that remain past due; (b) a security risk or actual or suspected unauthorized access; (c) violation of the AUP, the restrictions in Section 2.4, or the fair-use terms in Section 5; (d) a requirement imposed by a Third-Party Service or by law; or (e) conduct that may harm the Service, Briq, or others. Briq will restore access once the cause is resolved. Suspension does not relieve Customer of its payment obligations.

15. Warranty Disclaimer

THE SERVICES, OUTPUTS, DELIVERABLES, AND ANY THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRIQ AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BRIQ DOES NOT WARRANT THAT THE SERVICE OR OUTPUTS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE, OR THAT THEY WILL MEET CUSTOMER’S REQUIREMENTS. CUSTOMER IS RESPONSIBLE FOR THE REVIEW AND VALIDATION OF OUTPUTS AS SET FORTH IN SECTION 9. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO PARTS OF THIS SECTION MAY NOT APPLY.

16. Indemnification

16.1 By Briq. Briq will defend Customer against third-party claims alleging that the Briq Service, as provided by Briq and used in accordance with the Agreement, infringes such third party’s intellectual-property rights, and will indemnify Customer for amounts finally awarded or agreed in settlement, subject to Section 16.3. Briq’s obligations do not apply to claims arising from (a) Customer Data or Inputs; (b) Outputs; (c) Third-Party Services; (d) combination of the Service with non-Briq products, data, or processes; (e) modifications not made by Briq; (f) use after notice to stop or in breach of the Agreement; or (g) Free Trials or beta features. If the Service is or may be enjoined, Briq may, at its option, procure the right to continue use, modify or replace the Service, or terminate the affected subscription and refund prepaid, unused fees. This Section states Briq’s entire liability for intellectual-property infringement.

16.2 By Customer. Customer will defend and indemnify Briq and its Affiliates from and against any third-party claim, and any resulting losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), arising from or relating to (a) Customer Data or Inputs, including claims that they infringe, misappropriate, or violate any right or law; (b) Customer’s or its Authorized Users’ use of the Service or Outputs, including any decision, action, deliverable, bid, invoice, payment, payroll, or work product based on Outputs; (c) Customer’s breach of Section 2.4, Section 5, or Section 8; (d) Customer’s violation of applicable law or any Third-Party Service terms; (e) Customer’s failure to obtain required rights or consents; or (f) the automated access described in Section 4.6.

16.3 Procedure. The indemnified party will provide prompt written notice, grant the indemnifying party sole control of the defense and settlement (subject to the indemnified party’s right to participate with its own counsel), and provide reasonable cooperation. The indemnifying party may not settle a claim in a manner that imposes liability or an admission on the indemnified party without its prior written consent, not to be unreasonably withheld.

17. Limitation of Liability

17.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, DATA, OR ANTICIPATED SAVINGS, OR THE COST OF SUBSTITUTE PRODUCTS, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO BRIQ FOR THE BRIQ SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

17.3 AI Outputs and Third-Party Services. WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRIQ WILL HAVE NO LIABILITY ARISING OUT OF OR RELATING TO (A) ANY OUTPUT OR CUSTOMER’S USE OF OR RELIANCE ON ANY OUTPUT, OR (B) ANY THIRD-PARTY SERVICE OR THIRD-PARTY AI PROVIDER, EXCEPT TO THE EXTENT SUCH LIABILITY IS WITHIN BRIQ’S CAP UNDER SECTION 17.2 AND NOT OTHERWISE EXCLUDED..

17.4 Exceptions. The exclusion in Section 17.1 and the cap in Section 17.2 do not apply to (a) Customer’s payment obligations; (b)a party’s indemnification obligations under Section 16; or (c) liability that cannot be limited or excluded under applicable law.

17.5 Basis of the Bargain. Customer acknowledges that the disclaimers, exclusions, and limitations in Sections 15 and 17 are an essential basis of the bargain between the parties, reflect an agreed allocation of risk, and that Briq’s fees would be substantially higher without them.

18. U.S. Government Customers

The Briq Service is “commercial computer software” and “commercial computer software documentation.” Use by or for the U.S. Government is subject to FAR 12.212 and DFARS 227.7202, and the Government acquires only the rights granted to all other customers under the Agreement.

19. Notices

Notices must be in writing and are effective when delivered to the addresses on the Order Form or account, by email (with confirmation of receipt) to the parties’ designated contacts, or by recognized courier. Legal notices to Briq must be sent to Brant Berglund (bberglund@ttfhlaw.com) 205 E Carrillo St #100, Santa Barbara, CA 93101. Briq may provide operational and account notices through the Service or by email.

20. Governing Law; Venue; Dispute Resolution

20.1 Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply. The Uniform Computer Information Transactions Act does not apply to the Agreement.

20.2 Exclusive Jurisdiction and Venue. The parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in Santa Barbara County, California for any claim or dispute arising out of or relating to this Agreement, and each party waives any objection to that jurisdiction or venue, including on grounds of inconvenient forum.

20.3 Informal Resolution. Before demanding mediation, a party will give the other written notice of the dispute, and the parties' representatives will negotiate in good faith to resolve it for 30 days.

20.4 Mandatory Mediation (Condition Precedent to Suit). Completion of mediation under this Section is an express condition precedent to either party commencing any lawsuit arising out of or relating to this Agreement, other than an action for injunctive or equitable relief under Section 20.6. If the dispute is not resolved during the period in Section 20.3, the parties must submit it to non-binding mediation before a single mediator administered by JAMS (or AAA, or another mediator the parties agree on in writing), held in Santa Barbara County, California or by videoconference. The parties will share the mediator's fees equally and otherwise bear their own costs. Neither party may file a lawsuit concerning the dispute until the mediation has concluded or 60 days have passed after a party's written demand for mediation, whichever is earlier. All applicable statutes of limitation and contractual time limits are tolled while the parties comply with this Section. If a party commences litigation in violation of this Section, the action is subject to stay or dismissal, and that party waives any right it would otherwise have to recover attorneys' fees and costs in that dispute.

20.5 Class-Action Waiver. To the fullest extent permitted by law, 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, collective, consolidated, or representative proceeding. No court may consolidate more than one party's claims or preside over any representative or class proceeding.

20.6 Injunctive Relief. Notwithstanding Sections 20.3 and 20.4, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in the courts identified in Section 20.2 to prevent actual or threatened infringement, misappropriation, or misuse of its intellectual property or Confidential Information, without first mediating and without the need to post a bond.

20.7 Attorneys' Fees. Subject to Section 20.4, in any action arising out of or to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

21. General

Neither party may assign the Agreement without the other’s consent, except that either party may assign it to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice. The Agreement (with its Order Forms, SOWs, and addenda) is the entire agreement and supersedes prior understandings on its subject matter. No waiver is effective unless in writing. If any provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains in effect. Neither party is liable for delay or failure due to causes beyond its reasonable control (force majeure). The parties are independent contractors. There are no third-party beneficiaries. Each party will comply with applicable export-control and sanctions laws. The Agreement may be executed in counterparts, by electronic signature, or accepted electronically through the Service (for example, by click-acceptance or account creation), each of which is binding. Pre-printed terms on Customer ordering documents have no effect, and the order of precedence in Section 2.2 applies. Briq may perform its obligations through Affiliates or subcontractors, provided that Briq remains responsible for their performance.

22. Marketing

Briq may identify Customer as a customer and use Customer’s name and logo in customer lists and on its website, unless Customer opts out by written notice. Any other public use (for example, press releases, case studies, or quotations) requires Customer’s prior written approval.