MASTER TERMS OF SERVICE

Last Updated: 04 Mar 2026

These Master Terms of Service ("Terms") establish the comprehensive legal framework governing the Brilio AI platform, providing globally defensible contractual provisions, regulatory compliance mechanisms, and stakeholder protection across all jurisdictions where Innovatica operates.

Company information and standard definitions: See Shared Legal Definitions

1. INTRODUCTION AND PARTIES

1.1 Agreement Overview

These Terms constitute a legally binding agreement between Innovatica Technologies FZ-LLC and you, the user of the Brilio platform.

1.2 Platform Description

Brilio is a versatile, fully customizable, multi-functional data and artificial intelligence platform that enables users to build, maintain, host, and monetize AI Agents.

1.3 Agreement Structure and Governing Law

These Terms form part of a modular legal framework described in our Legal Framework Integration document. Regional supplements may apply based on your location.

1.4 Acceptance

By accessing or using the Brilio platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are acting on behalf of an entity, you represent that you have authority to bind such entity.

1.5 Multi-Tenant Architecture

The Brilio platform operates with a multi-tenant architecture where Innovatica may deploy multiple branded applications (each a "Tenant Application") utilizing shared platform infrastructure. Each Tenant Application maintains complete data isolation with separate user accounts, data storage, and configurations. Your account is specific to the Tenant Application through which you registered. Data and resources are not shared across Tenant Applications. If you access multiple Tenant Applications operated by Innovatica, you must create separate accounts for each.

2. DEFINITIONS

Standard definitions apply from Shared Legal Definitions. Additional terms specific to these Terms:

"Credits" means the internal currency used within the Brilio platform to pay for features and functionality, where 10 credits equal 1 United States dollar.

"Data" means information uploaded, processed, stored, or generated on the Brilio platform, including but not limited to documents, websites, databases, user inputs, and AI outputs.

"Enterprise User" means a User operating under an Enterprise Subscription Agreement with customized terms, enhanced security requirements, dedicated support, and organizational-level account management features.

"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights.

"Subscription" means a paid or free plan that provides access to specific features and functionality of the Brilio platform for a defined period.

"Third-Party Services" means external services, applications, or platforms that integrate with or are used by the Brilio platform, including but not limited to OpenAI, Claude, LlamaIndex, and Stripe.

3. ACCOUNT CREATION AND MANAGEMENT

3.1 Account Registration

To use the Brilio platform, you must create an account by providing your email address, full name, and password. You may register using standard sign-up mechanisms or Single Sign-On (SSO) from established providers such as Google or LinkedIn.

3.2 Eligibility

Users must be at least 18 years of age to create an account. By registering, you represent and warrant that you are of legal age to form a binding contract.

3.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials, ensuring password security, and promptly notifying us of any unauthorized access.

3.4 Account Information

You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.

3.5 Organization Membership

3.5.1 Organizations Your account may be a member of one or more Organizations (workspaces, departments, or groups) within a Tenant Application. Organization membership is optional. Organizations provide collaborative spaces for managing shared resources such as AI agents, knowledge bases, and data.

3.5.2 Organization Administrators Organizations are managed by Organization administrators who have elevated permissions including: - Inviting and removing members - Managing organization-level resources (agents, knowledge bases, data) - Configuring organization settings and permissions - Accessing usage analytics and activity logs for organization resources - Exporting organization data

3.5.3 Data Sharing and Access By joining an Organization, you acknowledge and agree that: - Organization administrators may access your activity and contributions within that Organization - Resources you create within an Organization may be accessible to other Organization members according to configured permissions - Organization administrators may export Organization data including your contributions - Organization-level resources are managed according to Organization policies set by administrators

3.5.4 Leaving Organizations You may leave an Organization at any time through your account settings. Upon leaving: - You immediately lose access to all Organization resources - Your personal account data remains subject to our Privacy Policy - Content and resources you created within the Organization remain accessible to the Organization for operational continuity - You may request a copy of your personal contributions before leaving by contacting the Organization administrator

3.5.5 Removal from Organizations Organization administrators may remove you from an Organization at any time. If removed: - Your access to Organization resources is immediately revoked - Content and resources you created during your membership remain with the Organization - You retain your personal account and may continue using the platform outside that Organization - The Organization retains rights to your contributions for legitimate operational purposes

3.5.6 Organization Data Ownership Organizations own all data, resources, and content created by members within the Organization scope, regardless of which member created them. This ensures business continuity when members leave.

4. ACCEPTABLE USE AND CONDUCT

4.1 Permitted Uses

You may use the Brilio platform to: - Create and deploy AI agents for legitimate business purposes - Upload and process data in compliance with applicable laws - Collaborate with other users through platform features

4.2 Prohibited Uses

You may not use the platform to: - Violate any applicable laws or regulations - Infringe upon intellectual property rights of others - Upload malicious code, viruses, or harmful content - Attempt to gain unauthorized access to platform systems - Engage in fraudulent or deceptive practices - Create content that is illegal, harmful, or offensive - Interfere with or disrupt platform services

4.3 Content Standards

All content uploaded to or created on the platform must: - Comply with applicable laws and regulations - Respect intellectual property rights - Be free from malicious code or harmful elements - Not contain personal data of third parties without proper authorization

4.4 AI Agent Responsibilities

As an Agent Creator, you are responsible for: - Ensuring agent content complies with these Terms - Properly configuring agent permissions and access controls - Monitoring agent behavior and outputs - Addressing any issues or violations promptly

4.5 Third-Party AI Model Terms

4.5.1 Third-Party AI Model Access The platform provides access to AI models from various providers through Microsoft Azure AI (Foundry), which acts as our unified AI model gateway. Through this integration, you may access models including but not limited to:

• OpenAI models (GPT-4, GPT-4o, GPT-3.5-turbo, and others) via Azure OpenAI Service
• Anthropic models (Claude 3.5 Sonnet, Claude 3 Opus, and others) via Azure AI
• Google models (Gemini and others) via Azure AI
• Open-source models hosted on Azure AI infrastructure

All AI model access occurs through Microsoft Azure AI infrastructure. We do not have direct relationships with individual AI model providers.

Third-Party Terms: By using AI models on the platform, you agree to comply with applicable third-party terms:

• Microsoft Azure Services Agreement: https://azure.microsoft.com/en-us/support/legal/
• OpenAI Usage Policies: https://openai.com/policies/usage-policies (for OpenAI models accessed via Azure)
• Anthropic Acceptable Use Policy: https://www.anthropic.com/legal/aup (for Anthropic models accessed via Azure)
• Google Generative AI Prohibited Use Policy: https://policies.google.com/terms/generative-ai/use-policy (for Google models accessed via Azure)

Violations of third-party policies may result in suspension of access to affected models or termination of your account.

4.5.2 Model Availability We do not guarantee continuous availability of any specific AI model. Third-party models may be: - Temporarily unavailable due to provider outages or capacity constraints - Deprecated or replaced by providers with minimal notice - Subject to provider rate limits affecting response times - Modified by providers in ways that affect output quality, capabilities, or behavior

We will make commercially reasonable efforts to notify you of planned model changes or deprecations but are not liable for provider decisions outside our control.

4.5.3 Model Pricing Changes If third-party AI providers change their pricing, we reserve the right to adjust credit costs for affected models with 14 days' notice. Price adjustments reflect pass-through of provider cost changes and do not affect your existing credit balances, only the cost of future usage.

4.5.4 Third-Party Liability Disclaimer We are not responsible or liable for: - AI model outputs, behavior, or accuracy controlled by third-party providers - Third-party service interruptions, outages, or performance degradation - Changes to third-party model capabilities, features, or policies - Third-party data breaches or security incidents - Third-party provider compliance with their stated policies

You acknowledge that AI model outputs may contain errors, inaccuracies, biases, or inappropriate content. It is your responsibility to review and validate AI outputs before relying on them or distributing them to others.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Platform Ownership

Innovatica owns all rights, title, and interest in the Brilio platform, including its software, algorithms, designs, and documentation.

5.2 User Content Rights

You retain ownership of content you upload to the platform, subject to the license granted to us for platform operation.

5.3 AI Output Ownership

AI-generated content created using the platform is subject to the following ownership structure: - Agent Creators own outputs generated by their agents - Users own outputs from their direct interactions with AI models - Innovatica reserves no ownership claims over user-generated AI outputs

5.4 License Grant to Innovatica

You grant us a limited, non-exclusive license to use your content solely for platform operation, service delivery, and system improvement.

5.5 Copyright Protection

We respect intellectual property rights and respond to valid DMCA takedown notices. Copyright infringement claims should be sent to security@brilio.ai with the following information: - Identification of the copyrighted work - Identification of the infringing material - Contact information of the complaining party - Statement of good faith belief that use is unauthorized - Statement of accuracy and authority to act

5.6 Trademark Policy

Use of trademarks on the platform must comply with applicable trademark laws and our trademark usage guidelines.

6. DATA PROTECTION AND PRIVACY

6.1 Privacy Policy Integration

Our data protection practices are governed by our Privacy Policy, which is incorporated by reference into these Terms.

6.2 Data Processing Roles

• Innovatica acts as data controller for platform account data
• Agent Creators act as data controllers for data processed by their agents
• Users are responsible for ensuring lawful data processing

6.3 Data Security

We implement appropriate technical and organizational measures to protect user data, including: - Encryption of data in transit and at rest - Access controls and authentication mechanisms - Regular security assessments and updates - Incident response procedures

6.4 Cross-Border Data Transfers

Data may be transferred and processed in various countries where we or our service providers operate, subject to appropriate safeguards.

6.5 Data Retention

6.5.1 Active Account Data Data in active accounts is retained indefinitely while your account remains active and in good standing. You may delete specific content (agents, knowledge bases, conversations) at any time through platform features. Deleted content is immediately removed from production systems but may remain in backups according to our backup retention policy.

6.5.2 Deleted Account Data Upon account deletion: - Primary account data is immediately soft-deleted and enters a 90-day retention period during which recovery may be possible upon request - After 90 days, account data is permanently deleted from production database systems - Backup copies containing account data are retained for disaster recovery purposes for up to an additional 90 days - After backup expiration (maximum 180 days total), data is permanently and irreversibly deleted from all systems

6.5.3 Backup Retention System backups are retained for disaster recovery and business continuity purposes: - Daily backups: 30 days - Weekly backups: 90 days - Backups are not accessible for data retrieval requests except in cases of catastrophic data loss

6.5.4 Audit and Security Logs For security, compliance, and fraud prevention purposes, we retain: - Authentication logs (login attempts, session activity): 12 months - Security incident logs: 3 years - Abuse and violation reports: 3 years

6.5.5 Financial and Payment Records Payment transaction records, invoices, and related financial data are retained for: - Active subscriptions: Duration of subscription plus 7 years - Completed transactions: 7 years from transaction date - Tax records: As required by applicable tax regulations (typically minimum 7 years)

This retention is required for tax compliance, financial auditing, and regulatory obligations.

6.5.6 Support and Communication Records - Support tickets and communications: 3 years from case closure - Email communications related to account or service issues: 3 years - Legal notices and formal communications: 7 years

6.5.7 Legal Holds and Regulatory Requirements Data subject to legal hold, pending litigation, regulatory investigation, or specific legal obligations is retained until: - The legal matter is resolved and no further retention is required - Regulatory requirements are satisfied - We receive confirmation from legal counsel that retention is no longer necessary

Such retention may exceed standard retention periods described above.

6.5.8 De-identified and Aggregated Data We may retain de-identified, anonymized, or aggregated data indefinitely for: - Analytics and usage pattern analysis - Platform improvement and feature development - Security research and threat detection - Business intelligence and reporting

De-identified data cannot reasonably be linked back to you individually and is not considered personal data under most data protection regulations.

6.5.9 Right to Erasure You may request deletion of your personal data under applicable data protection laws (e.g., GDPR Article 17 "Right to be Forgotten"). We will comply with valid erasure requests within 30 days except where: - Retention is required by law (e.g., tax records, legal holds) - Data is necessary for establishing, exercising, or defending legal claims - Public interest, scientific research, or historical preservation requires retention - Retention is necessary to fulfill contractual obligations to other parties

To request data erasure, contact legal@brilio.ai with your account details and specific deletion request.

6.6 Cookies and Tracking

We use cookies and similar technologies to: - Provide essential platform functionality - Remember user preferences and settings - Analyze platform performance and usage - Ensure security and prevent fraud

Essential cookies are necessary for platform operation. You may manage non-essential cookies through your browser settings.

7. PAYMENT TERMS AND SUBSCRIPTIONS

7.1 Credit System

7.1.1 Credit Exchange Rate The platform uses a credit-based payment system where 10 credits equal 1 United States dollar (USD). Credits are used to pay for AI model usage, data processing features, and premium platform functionality.

7.1.2 Credit Types and Usage Priority Credits are classified by type and consumed in the following priority order:

1. Bonus Credits: Promotional credits and rewards (including registration bonuses, referral bonuses, and marketing campaign credits)
2. Subscription Credits: Recurring credits granted with your subscription plan
3. Purchased Credits: Credits bought separately through one-time purchases

When you use platform features, credits are automatically deducted in the priority order above.

7.1.3 Credit Expiration - Subscription Credits: Expire at the end of each billing period (monthly allocations for quarterly/yearly plans) - Purchased Credits: Never expire as long as your account remains active - Bonus Credits: Never expire as long as your account remains active

7.1.4 Registration Bonus New users receive bonus credits upon successful registration to explore platform features. This one-time grant is non-refundable and subject to our acceptable use policies.

7.1.5 Plan Changes and Credit Preservation

Upgrades: Take effect immediately. You are charged a prorated amount for the remainder of the current billing cycle. All existing credits are preserved and supplemented with new plan credits.

Downgrades: Take effect at the end of the current billing cycle. All existing credits are preserved but subscription credits are adjusted to match the new plan starting next cycle.

Cancellation: Your subscription ends at the end of the current billing period. Subscription credits granted for future periods will not be added. Existing credits (subscription, purchased, and bonus) remain in your account and can be used until depleted or account deletion.

7.1.6 Credit Usage After Subscription Cancellation If you cancel your subscription, you retain access to all existing credits in your account. You may continue using platform features by consuming these credits or by purchasing additional credits without maintaining an active subscription.

7.1.7 Account Deletion Upon account deletion, all credits (subscription, purchased, and bonus) are immediately forfeited and cannot be recovered or refunded.

7.1.8 Non-Transferability and Refunds Credits are non-transferable between accounts and cannot be gifted, sold, or exchanged for cash. Credits are generally non-refundable. We may grant refunds at our sole discretion for: (a) technical errors preventing credit delivery, (b) duplicate charges, or © significant platform outages preventing credit usage.

7.1.9 Free Quota Certain features may include free usage quotas per billing period, separate from credit balances. Free quotas reset monthly, cannot be carried forward, and are subject to fair use policies. We reserve the right to modify free quota allocations with reasonable notice.

7.1.10 Credit Purchase Additional credits may be purchased at any time. Minimum purchase: 100 credits ($10 USD). Maximum per transaction: 10,000 credits ($1,000 USD). One-time credit purchases follow the same usage and expiration terms as described above.

7.2 Subscription Plans

7.2.1 Available Plans Subscription plans include Free, Standard, Plus, and Premium tiers with varying features, credit allocations, and agent limits. Enterprise plans with custom terms are available by contacting sales. Current plan details and pricing are available at brilio.ai/pricing.

7.2.2 Billing Cycles Paid subscriptions are available on monthly, quarterly, or yearly billing cycles. The Free plan has no billing cycle or recurring charges.

7.2.3 Plan Features Each plan includes: - Monthly credit allocation (see Section 7.1) - Maximum agent count limit - Access to AI models and features based on subscription tier - Storage and data processing limits per plan specifications

7.2.4 Auto-Renewal Paid subscriptions automatically renew at the end of each billing cycle. You will be charged using your payment method on file. Renewal charges are processed through our payment provider, Stripe, and you will receive a receipt by email.

7.2.5 Plan Changes

All plan changes (upgrades, downgrades, or switching billing cycles) are processed through Stripe Checkout or the Stripe Customer Portal.

Upgrades: You are redirected to Stripe Checkout to complete the upgrade. Upon successful payment, your new plan features and credits take effect immediately. You are charged a prorated amount for the remainder of the current billing cycle. Existing credits are preserved and supplemented with new plan credits.

Downgrades: You may request a downgrade through the Stripe Customer Portal. Downgrades take effect at the end of your current billing cycle. Existing credits are preserved but future subscription credits will match the new plan. If your active agent count exceeds the new plan's agent limit, all agents will be deactivated and you must manually reactivate agents up to the new limit.

Free Plan: You may downgrade to the Free plan at any time. This is treated as a subscription cancellation with continued access to Free tier features. All subscription credits stop accruing, but existing credits remain in your account.

7.2.6 Agent Limit Enforcement Each plan specifies a maximum number of agents you may have active simultaneously. If you exceed your plan's agent limit (for example, after downgrading), the system will automatically deactivate all your agents. You must manually reactivate the agents you wish to keep active, up to your plan's limit. Inactive agents are not deleted and can be reactivated by upgrading your plan.

7.2.7 Subscription Cancellation You may cancel your subscription at any time through the Stripe Customer Portal. Cancellation takes effect at the end of your current billing period. No prorated refunds are provided for partial periods except as required by law. You retain access to paid features until the period ends. After cancellation, subscription credits stop accruing, but existing credits (subscription, purchased, and bonus) remain in your account for continued use.

7.2.8 Price Changes We may adjust subscription prices to reflect changes in costs from third-party AI model providers (Microsoft, OpenAI, Anthropic, Google) or other operational expenses. Price changes will be communicated with at least 30 days' notice. Price increases apply at your next billing cycle. If you do not accept a price change, you may cancel your subscription before the new billing cycle begins without penalty.

7.2.9 Payment Processing All payments are processed securely through Stripe, our third-party payment provider. You authorize us to charge your selected payment method for applicable fees. Your payment information is stored by Stripe in accordance with their security standards and PCI DSS compliance. We do not directly store complete payment card details.

7.3 Refund Policy

7.3.1 General Policy Subscription fees and credit purchases are generally non-refundable. By purchasing a subscription or credits, you acknowledge and agree to this no-refund policy except as specified below or required by applicable consumer protection laws.

7.3.2 Subscription Refunds Subscription charges are non-refundable. If you cancel your subscription, you will not receive a prorated refund for the unused portion of your billing period. You retain access to paid features until the end of the current billing period.

7.3.3 Credit Refunds Credits (whether from subscriptions, one-time purchases, or bonus grants) are non-refundable and cannot be exchanged for cash. Credits remain in your account until used or your account is deleted.

7.3.4 Exceptional Circumstances We may grant refunds at our sole discretion in the following exceptional circumstances: - Technical errors that prevent credit delivery or account access - Duplicate charges resulting from payment processing errors - Significant platform outages that prevent you from using purchased services for an extended period

To request a refund under exceptional circumstances, contact legal@brilio.ai with documentation of the issue. Refund requests must be submitted within 30 days of the charge.

7.3.5 EU Consumer Rights If you are a consumer located in the European Union, you have a 14-day withdrawal right for online purchases under Directive 2011/83/EU. To exercise this right, contact legal@brilio.ai within 14 days of purchase. However, by using platform services during this period, you explicitly request immediate performance and forfeit the withdrawal right for services already consumed (including credits used or agent activity performed).

7.3.6 Chargebacks Initiating a chargeback or payment dispute with your financial institution instead of contacting us directly may result in immediate account suspension pending resolution. We will dispute invalid chargebacks and may charge you for chargeback fees and administrative costs. Repeated invalid chargebacks may result in permanent account termination.

7.3.7 Refund Processing Approved refunds are processed within 10 business days to your original payment method. Depending on your financial institution, it may take additional time for the refund to appear in your account.

7.4 Taxes and Fees

7.4.1 All-Inclusive Pricing All prices displayed on the platform are inclusive of all applicable taxes, duties, and fees. The amount you see at checkout is the final amount you will be charged.

7.4.2 Tax Responsibility Innovatica is responsible for: - Calculating and paying all applicable taxes (VAT, GST, sales tax, etc.) - Complying with tax registration and reporting requirements in all jurisdictions where we operate - Providing tax invoices where required by law

7.4.3 No Additional Charges You will not be charged any additional amounts for: - Value Added Tax (VAT) in the European Union or other jurisdictions - Goods and Services Tax (GST) in applicable countries - Sales tax, use tax, or similar consumption taxes - Withholding taxes or similar obligations

7.4.4 Tax Invoices Tax invoices (receipts showing included taxes) are automatically sent to your email address after each payment and are available in your account dashboard under Billing History.

7.4.5 Tax Exemptions If you believe you qualify for a tax exemption (e.g., as a registered business in certain jurisdictions, educational institution, or non-profit organization), contact billing@brilio.ai with: - Your account email and organization details - Valid tax exemption certificate or documentation - Applicable tax identification numbers

We will review exemption requests on a case-by-case basis and may require additional documentation.

7.4.6 Price Changes Due to Tax Changes If tax rates or tax regulations change in a way that significantly impacts our costs, we reserve the right to adjust prices with 30 days' notice. Any price adjustments will remain all-inclusive (no separate tax charges added at checkout).

8. SERVICE LEVEL AND AVAILABILITY

8.1 Service Commitment

We strive to maintain high platform availability and performance, with target uptimes specified in our Service Level Agreement for enterprise customers.

8.2 Maintenance and Updates

We may perform scheduled maintenance and updates that may temporarily affect platform availability. We will provide reasonable notice when possible.

8.3 Third-Party Dependencies

8.3.1 Third-Party Services Platform functionality depends on various third-party services including: - Cloud Infrastructure: Microsoft Azure (hosting, storage, compute, AI models via Azure AI/Foundry) - AI Model Providers: Microsoft Azure AI (providing access to OpenAI, Anthropic, Google, and other models) (see Section 4.5) - Payment Processing: Stripe (for subscription and credit purchases) - Authentication Providers: Google, LinkedIn (for Single Sign-On) - Monitoring & Analytics: Sentry (error monitoring), Google Analytics (website analytics) - Content Delivery: Various CDN and infrastructure providers

8.3.2 Service Availability Service availability may be affected by third-party service issues including: - Temporary outages or degraded performance from providers - Scheduled maintenance by third-party services - Provider capacity constraints or rate limiting - Changes to provider APIs or service terms - Force majeure events affecting providers

8.3.3 Our Commitments We will make commercially reasonable efforts to: - Select reliable, industry-standard providers - Monitor third-party service status and performance - Implement appropriate failover and redundancy mechanisms where feasible - Notify you promptly of significant third-party outages affecting service - Migrate to alternative providers if necessary for service continuity - Maintain backup systems for critical dependencies

8.3.4 Liability for Third-Party Failures We are not responsible or liable for: - Service interruptions caused by third-party failures - Data loss or corruption resulting from third-party infrastructure issues - Security breaches originating from third-party services - Cost increases passed through from third-party providers - Changes to third-party features, capabilities, or policies - Third-party compliance with applicable laws and regulations

Your sole remedy for third-party service failures is as specified in Section 9 (Limitation of Liability).

8.3.5 Third-Party Terms Your use of the platform may be subject to additional third-party terms: - Stripe Terms of Service (for payment processing) - Microsoft Azure Services Agreement (for infrastructure) - AI provider terms (Section 4.5) - SSO provider terms (if using Google or LinkedIn authentication)

These third-party terms are in addition to, not in replacement of, these Terms.

8.4 Force Majeure

8.4.1 Force Majeure Events Neither party will be liable for failure or delay in performing obligations under these Terms due to events beyond reasonable control ("Force Majeure Events"), including but not limited to:

Natural Disasters: - Earthquakes, floods, hurricanes, tornados, wildfires - Severe weather events, tsunamis, volcanic eruptions - Pandemics, epidemics, or widespread public health emergencies

Infrastructure Failures: - Internet backbone outages or routing failures - Power grid failures or widespread electrical outages - Telecommunications infrastructure failures - Data center failures beyond our control

Third-Party Provider Failures: - Microsoft Azure regional or global outages - Critical AI model provider outages (OpenAI, Anthropic, Google via Azure) - Payment processor (Stripe) system-wide failures - DNS, CDN, or critical internet infrastructure failures

Government Actions: - War, terrorism, civil unrest, riots, insurrection - Government orders, sanctions, embargoes, or trade restrictions - Regulatory changes requiring immediate compliance - Internet censorship or infrastructure seizure

Cyber Events: - Large-scale DDoS attacks affecting internet infrastructure - Zero-day vulnerabilities requiring emergency patching - Supply chain attacks affecting critical dependencies

8.4.2 Notice Obligations The party affected by a Force Majeure Event must: - Notify the other party promptly (within 5 business days of becoming aware) - Provide reasonable details about the event and expected impact - Provide regular updates on status and expected resolution - Resume performance as soon as reasonably practicable

8.4.3 Performance Obligations During Force Majeure During a Force Majeure Event: - Affected obligations are suspended for the duration of the event - Both parties will use commercially reasonable efforts to minimize impact - We will provide service status updates via status page and email - Subscription fees continue unless suspension exceeds 30 consecutive days

8.4.4 Extended Force Majeure - Termination Rights If a Force Majeure Event prevents performance of material obligations for more than 90 consecutive days: - Either party may terminate these Terms by providing written notice - You will receive a prorated refund for unused subscription time - You will have 30 days to export your data before account closure - No other damages or remedies are available from either party

8.4.5 Exclusions from Force Majeure The following are NOT Force Majeure Events: - Financial inability to perform (insolvency, lack of funds) - Routine maintenance or scheduled downtime - Performance issues within our reasonable control - Third-party cost increases - Labor disputes initiated by the claiming party - Failure to implement reasonable disaster recovery measures

8.4.6 SLA Exclusions Force Majeure Events are excluded from Service Level Agreement (SLA) calculations and do not trigger service credits or uptime guarantees.

9. LIMITATION OF LIABILITY AND DISCLAIMERS

9.1 Warranty Disclaimers

9.1.1 "As Is" Provision THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9.1.2 Disclaimers of Specific Warranties We specifically disclaim all warranties including, but not limited to:

Merchantability: We do not warrant that the platform is suitable for any particular commercial purpose or will meet your business requirements.

Fitness for a Particular Purpose: We do not warrant that the platform is suitable for your specific intended use case, even if you have communicated that use case to us.

Non-Infringement: We do not warrant that your use of the platform will not infringe third-party intellectual property rights or violate applicable laws.

Accuracy and Reliability: We do not warrant that: - AI-generated outputs will be accurate, reliable, or error-free - The platform will operate without interruptions, delays, or errors - Any errors or defects will be corrected promptly or at all - Data storage will be error-free or loss-free - Results obtained from the platform will be accurate or reliable

Security: We do not warrant that: - The platform is completely secure or immune from unauthorized access - Your data will never be subject to security incidents - Third-party AI models are secure or free from vulnerabilities - Unauthorized parties cannot gain access through social engineering or other attacks

Availability: We do not warrant that: - The platform will be available at all times without interruption - All features will function continuously without degradation - Third-party services (AI models, payment processing, authentication) will remain available - Scheduled or emergency maintenance will not affect your access

Third-Party Services: We do not warrant the performance, availability, accuracy, reliability, or security of any third-party services integrated with the platform, including AI model providers, payment processors, or authentication providers.

9.1.3 AI-Specific Disclaimers AI systems involve inherent limitations and risks: - Outputs may be inaccurate: AI models can generate false, misleading, or outdated information ("hallucinations") - Outputs may reflect biases: AI models may reflect societal biases present in training data - Outputs may be inappropriate: AI models may generate offensive, harmful, or unsuitable content - Outputs are not professional advice: AI outputs do not constitute professional legal, medical, financial, or other professional advice - Responsibility for validation: You are solely responsible for reviewing, validating, and verifying all AI outputs before use

9.1.4 Geographic and Regulatory Disclaimers - We do not warrant compliance with regulations in all jurisdictions worldwide - You are responsible for ensuring your use complies with local laws and regulations - Features may not be available or may be restricted in certain countries - We may block access from certain jurisdictions to comply with sanctions or legal requirements

9.1.5 No Warranty Against Data Loss While we implement backup and redundancy systems, we do not warrant against data loss, corruption, or unavailability due to: - User error or accidental deletion - Malicious attacks or unauthorized access - Service provider failures or infrastructure issues - Software bugs or system errors - Force majeure events

You are responsible for maintaining your own backups of critical data.

9.1.6 Statutory Rights Nothing in these disclaimers limits or excludes warranties or conditions that cannot be legally excluded under applicable consumer protection laws. In jurisdictions where such exclusions are prohibited, our liability is limited to the maximum extent permitted by law.

9.2 Limitation of Liability

To the maximum extent permitted by law, Innovatica's liability is limited to the amount paid by you in the 12 months preceding the claim.

9.3 AI Output Disclaimers

AI-generated content may contain errors, inaccuracies, or biases. Users are responsible for verifying and validating AI outputs before use.

9.4 Risk Disclosure

Use of AI systems involves inherent risks including potential inaccuracies, biases, and unpredictable behaviors. Users assume responsibility for appropriate use and risk management.

9.5 Indemnification

9.5.1 Your Indemnification of Innovatica (Customer to Company) You agree to indemnify, defend, and hold harmless Innovatica Technologies FZ-LLC, its affiliates, officers, directors, employees, agents, and contractors ("Innovatica Parties") from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:

Your Content: - Content you upload, store, or process on the platform - Infringement of third-party intellectual property rights by your content - Violation of third-party privacy rights or data protection laws - Defamatory, harmful, or illegal content you create or distribute

Your Use of the Platform: - Your violation of these Terms or any applicable laws or regulations - Your use of the platform in a manner that harms third parties - Your agents' interactions with end users or third parties - Misrepresentation of your affiliation with Innovatica or the platform

Your Business: - Claims by your customers, users, or business partners related to your use of the platform - Breach of your agreements with third parties - Employment claims related to your use of the platform for business purposes - Regulatory violations in your industry or jurisdiction

Unauthorized Access: - Unauthorized access to the platform using your credentials - Failure to maintain security of your account or authentication credentials - Actions by individuals you have granted access to your account

9.5.2 Innovatica Indemnification of Customer (Company to Customer) Innovatica agrees to indemnify, defend, and hold harmless you (and if applicable, your officers, directors, employees, agents) from and against any third-party claims arising from:

Intellectual Property Infringement: - Claims that the Brilio platform itself (excluding third-party services and AI models) infringes a third party's valid patent, copyright, trademark, or trade secret rights

Data Protection Violations: - Claims arising from Innovatica's violation of applicable data protection laws in its role as data processor (as detailed in the Data Processing Agreement) - Security breaches caused by Innovatica's failure to implement reasonable security measures

Regulatory Violations: - Claims arising from Innovatica's failure to comply with applicable laws and regulations in operating the platform infrastructure

Exclusions from Innovatica Indemnification: Innovatica's indemnification does NOT apply to claims arising from: - Your use of the platform in violation of these Terms - Modifications you make to the platform or integration with third-party services - Third-party AI models, services, or content (these are subject to third-party terms) - Your content, data, or AI agent configurations - Combination of the platform with other products or services not provided by Innovatica - Your continued use of the platform after being notified of potential infringement

9.5.3 Indemnification Process To claim indemnification, the indemnified party must: - Promptly notify the indemnifying party in writing of the claim (delays may reduce or eliminate indemnification obligations) - Grant the indemnifying party sole control of the defense and settlement (subject to the indemnified party's reasonable approval) - Provide reasonable cooperation in the defense at the indemnifying party's expense - Not admit liability or settle the claim without the indemnifying party's prior written consent

9.5.4 Remedies for Infringement Claims If the platform or any component is, or in our opinion is likely to be, claimed to infringe a third party's intellectual property rights, we may at our option and expense: - Obtain the right for you to continue using the platform - Replace or modify the platform to make it non-infringing while providing substantially equivalent functionality - If the above options are not reasonably available, terminate your account and refund prorated fees for the unused portion of any prepaid subscription

9.5.5 Mutual Obligations Both parties agree to: - Act in good faith when asserting or defending indemnification claims - Mitigate damages where reasonably possible - Preserve evidence and documentation relevant to claims - Communicate promptly about developments in indemnification matters

9.5.6 Exclusive Remedy This Section 9.5 states each party's exclusive remedy and the other party's sole liability for intellectual property infringement claims and certain regulatory claims.

10. TERMINATION

10.1 User Termination

You may terminate your account at any time through account settings. Account data will be retained for 90 days before permanent deletion.

10.2 Innovatica Termination

We may suspend or terminate accounts for violations of these Terms, illegal activity, or other legitimate business reasons.

10.3 Effect of Termination

Upon termination, access to the platform will cease, and data retention/deletion will proceed according to our data retention policy.

10.4 Account Inactivity and Dormant Accounts

10.4.1 Inactive Account Definition An account is considered "inactive" when: - No user login has occurred for 24 consecutive months, AND - No API activity or agent interactions have occurred during that period, AND - No active paid subscription is in place

10.4.2 Inactive Account Notification Before taking action on an inactive account, we will: - Send notification emails to the account email address 30 days before account deletion - Send a final reminder email 7 days before account deletion - Provide a simple reactivation link in the notification emails

Notification Content: - Clear statement that the account is inactive - Date when the account will be permanently deleted - Instructions to reactivate by simply logging in - Reminder to export any important data - Contact information if assistance is needed (support@brilio.ai)

10.4.3 Reactivation To prevent deletion, simply: - Log in to your account at any time before the deletion date, OR - Click the reactivation link in the notification email, OR - Contact support@brilio.ai if you cannot access your account

Reactivation immediately cancels the deletion process and resets the 24-month inactivity timer.

10.4.4 Data Deletion After Inactivity If you do not reactivate within the 30-day notice period: - Your account will be permanently deleted - All data (agents, knowledge bases, conversations, files) will be permanently deleted - Any remaining credits will be forfeited - Your email address will be released and can be registered again

Deletion is permanent and irreversible. We cannot recover data after deletion.

10.4.5 Exceptions to Inactivity Deletion Accounts are NOT subject to inactivity deletion if: - An active paid subscription is in place (Standard, Plus, Premium, or Enterprise) - Account has API keys with recent activity (last 24 months) - Account is subject to a legal hold or regulatory retention requirement - Account is being investigated for Terms violations or security incidents

Free Plan Accounts: Free plan accounts with no activity for 24 months are subject to this inactivity policy.

Paid Accounts: Any account with an active paid subscription will never be deleted for inactivity, even if not actively used.

10.4.6 Data Export Before Deletion We strongly encourage you to: - Periodically export your data using platform export tools - Maintain backups of critical agents and knowledge bases - Download important conversation histories - Keep a record of your account data separate from the platform

We are not responsible for data loss due to inactivity deletion if proper notice was provided.

10.4.7 Email Delivery Failures If inactivity notification emails bounce or fail to deliver: - We will make reasonable efforts to contact you through alternative means if available - However, failure to receive notifications due to invalid email addresses does not prevent account deletion - You are responsible for maintaining a current, valid email address in your account settings

10.4.8 Reuse of Email Addresses After an account is deleted due to inactivity: - The email address is released and can be registered by anyone (including you) - No data from the previous account will be accessible to the new registration - If you register again using the same email, you start with a fresh account

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1 Governing Law

These Terms are governed by the laws of the United Arab Emirates, without regard to conflict of law principles.

11.2 Dispute Resolution

Disputes will be resolved through binding arbitration in Dubai, UAE, under the rules of the Dubai International Arbitration Centre (DIAC).

11.3 Class Action Waiver

You agree to resolve disputes individually and waive any right to participate in class action lawsuits.

12. GENERAL PROVISIONS

12.1 Entire Agreement

These Terms, together with the Privacy Policy and other referenced documents, constitute the entire agreement between you and Innovatica.

12.2 Modification

We may modify these Terms by posting updated versions on our website. Continued use constitutes acceptance of modified terms.

12.3 Severability

If any provision is found unenforceable, the remaining provisions will continue in full force and effect.

12.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with business transfers.

12.5 Contact Information

For questions about these Terms, contact us at legal@brilio.ai.

12.6 Export Controls and Sanctions Compliance

12.6.1 Export Control Laws The Brilio platform, its technology, and related technical data may be subject to export control laws and regulations, including but not limited to: - United States Export Administration Regulations (EAR) - United States International Traffic in Arms Regulations (ITAR) - European Union export control regulations - United Nations Security Council sanctions - United Arab Emirates export control laws

12.6.2 Your Export Compliance Obligations You represent, warrant, and agree that: - You will not use the platform in violation of any applicable export control laws or regulations - You will not export, re-export, or transfer the platform or technical data to prohibited countries, entities, or individuals - You are not located in, under the control of, or a national or resident of any prohibited country - You are not listed on any government restricted party list (e.g., U.S. Treasury Department Specially Designated Nationals List, U.S. Commerce Department Denied Persons List) - You will not use the platform for any prohibited end-use, including but not limited to development of weapons, nuclear activities, or other prohibited purposes

12.6.3 Prohibited Countries and Territories The platform may not be accessed or used by individuals or entities located in, or subject to the jurisdiction of, countries or territories subject to comprehensive sanctions, including but not limited to: - Cuba - Iran - North Korea (Democratic People's Republic of Korea) - Syria - Crimea region of Ukraine - Donetsk People's Republic (DNR) and Luhansk People's Republic (LNR) regions of Ukraine - Any other country or territory subject to comprehensive sanctions by the United States, European Union, United Nations, or United Arab Emirates

Blocked Access: We implement technical measures to block access from prohibited countries and territories. Circumventing these measures violates these Terms and may violate criminal export control laws.

12.6.4 Restricted Party Screening We conduct screening of users against government restricted party lists. If you are identified as a restricted party: - Your access to the platform will be immediately suspended or terminated - No refunds will be provided - We will comply with all legal obligations, including reporting to relevant authorities

12.6.5 Sanctions Compliance You agree that: - You will not use the platform to facilitate transactions with sanctioned countries, entities, or individuals - You will not upload or process data belonging to sanctioned parties - You will not use the platform in any way that would cause Innovatica to violate applicable sanctions laws - You will immediately cease use if you become subject to sanctions or export controls

12.6.6 Government End Users (U.S.) If you are a U.S. government end user, the platform and related technical data are "Commercial Items" as defined in FAR 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in FAR 12.212 and DFARS 227.7202. The platform is provided with only those rights as are granted to all other end users pursuant to these Terms.

12.6.7 Updates to Prohibited Lists Sanctions and export control regulations change frequently. We reserve the right to: - Update this list of prohibited countries and territories without prior notice - Immediately suspend or terminate accounts to comply with new sanctions or export restrictions - Block access from newly sanctioned countries or entities without liability - Request additional information to verify compliance with export controls

12.6.8 Reporting Obligations If you become aware of any potential violation of export control laws or sanctions in connection with the platform, you must immediately: - Cease the violating activity - Notify us at legal@brilio.ai with details - Cooperate with any investigation or remediation efforts

12.6.9 Indemnification for Export Violations You agree to indemnify and hold harmless Innovatica from any claims, fines, penalties, or damages arising from your violation of export control laws or sanctions regulations.

12.6.10 Right to Suspend We reserve the right to immediately suspend or terminate your account, without notice or refund, if: - We reasonably believe you are violating export controls or sanctions - We are required to do so by law or government authority - We determine that providing services to you could expose us to legal or regulatory risk

This right exists independently of other termination rights in these Terms.

12.6.11 Survival Your obligations under this Section 12.6 survive termination of these Terms and your account.

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This document consolidates terms from multiple legal documents to provide comprehensive coverage while maintaining legal enforceability and clarity.