ONEMETA INC.

TERMS AND CONDITIONS

Version Date: April 24, 2026

These Terms and Conditions (the “Terms and Conditions”) govern all Transaction Documents (as defined below) entered into between OneMeta Inc., a Nevada corporation (“OneMeta”), and the applicable customer identified in a Transaction Document (“Customer”). These Terms and Conditions are incorporated by reference into, and form a part of, each Transaction Document. In the event of any inconsistency between these Terms and Conditions and a Transaction Document, the order of precedence shall be as set forth in Section 14.4 (Order of Precedence and Interpretation).

1. Definitions.

“Affiliate(s)” means, when used with respect to a Party, any legal entity controlled by, controlling, or under common control with that Party, where “control” (and its derivatives) means: (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation, person, or other entity through the ownership of voting securities; or (b) direct or indirect ownership in the aggregate of fifty percent (50%) or more of any class of voting or equity interests in the other corporation, person, or entity.

“Agreement” means, collectively, these Terms and Conditions and all Transaction Documents.

“Claim” means a claim, demand, suit or proceeding brought against a Party by a third party.

“Committed Monthly Minutes” means the number of Minutes included in the purchased SaaS Services for each month of the applicable Service Term, as set forth in the applicable Transaction Document. Any unused Minutes do not carry over to the next month, unless expressly stated in the Transaction Document.

“Confidential Information” means non-public information that one Party (or its Affiliate) (the “Disclosing Party”) discloses to the other Party under the Agreement (the “Receiving Party”) and which is either marked as confidential (or words of similar import) or would reasonably under the circumstances be considered confidential. Confidential Information does not include information that, after the date of disclosure: (a) becomes public through no fault of the Receiving Party; (b) was already known by the Receiving Party prior to its disclosure by the Disclosing Party; (c) is rightfully disclosed to the Receiving Party by a third party without breach of an obligation of confidentiality owed to the Disclosing Party; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. OneMeta’s Confidential Information also includes materials or information related to requests for proposals, quotes, pricing, and OneMeta’s Services, Software, Documentation and proprietary models and algorithms. If the Parties entered into a non-disclosure agreement prior to the Effective Date, the information disclosed under such agreement is deemed to be Confidential Information hereunder.

“Content” means the electronic data and information (including audio, video, transcripts, text, and associated metadata) provided or made available by or on behalf of Customer through its use of the SaaS Services or Software, including any content generated from Customer’s calls, meetings, or other interactions processed by the Services.

“Customer” means the customer entity executing a Transaction Document.

“Documentation” means the applicable specifications, user manuals, online help, and self-help guides made available by OneMeta and describing the Services or Software.

“Effective Date” means the last date of signature on a Transaction Document.

“End-User” means an individual natural person who is authorized by Customer to access or use the SaaS Services or Software.

“Go-Live Date” means, for each SaaS Service or Software implementation, the earlier of: (a) the date the applicable Service or Software is first made available by OneMeta in a production environment for Customer’s use; or (b) the date specified as the “Go-Live Date” or equivalent term in the applicable Transaction Document.

“Language(s)” means a spoken or written language or dialect that can be processed via the SaaS Services or Software, including languages and dialects supported for translation, transcription, captions, and interpretation, as documented by OneMeta from time to time.

“Losses” means losses, liabilities, damages, settlement amounts, fines, penalties, and reasonable attorneys’ fees and costs.

“Minimum Monthly Minute Charges” or “MMMC” means the minimum monthly recurring charges amount that Customer is required to pay for the SaaS Services for the duration of the Service Term, as set forth in the applicable Transaction Document, regardless of actual usage.

“Minutes” means the number of minutes of audio processed, interpreted, or translated by the applicable SaaS Service or Software (for example, VerbumCall or other OneMeta products measured in usage-based units), as further described in the applicable Transaction Document.

“Order” means an ordering document, order form, or similar document executed by the Parties and subject to these Terms and Conditions, which details the Services or Software to be provided, including applicable quantities, fees, Service Term(s), and any usage commitments. Orders do not include any preprinted terms on a Customer purchase order or other terms that are additional to, or inconsistent with, the terms of the Agreement. For Professional Services, the term “Order” may mean a Statement of Work.

“OneMeta” means OneMeta Inc., a Nevada corporation, together with its Affiliates, as applicable.

“Overage Minutes” means Minutes consumed by Customer in excess of the Committed Monthly Minutes, as measured and invoiced in accordance with the applicable Transaction Document.

“Party” means either OneMeta or Customer, individually as the context indicates, and “Parties” means OneMeta and Customer collectively.

“Professional Service(s)” means consulting, configuration, installation, implementation, integration, training, and other professional services to be provided by OneMeta pursuant to a Transaction Document.

“SaaS Services” means a subscription-based software-as-a-service offering provided by OneMeta in a hosted environment (including, as applicable, offerings branded under the VerbumSuite platform, such as VerbumCall, VerbumLocal, VerbumSDK, VerbumAgentis, VerbumOnSite, VerbumMeetings, and any successor or related services), including Support, as further described in a Transaction Document.

“Service(s)” means the SaaS Services, Professional Services, Support, or any other services to be provided by OneMeta pursuant to a Transaction Document.

“Service Term” means the time period set forth in a Transaction Document during which Customer is permitted to use or receive the applicable Services or Software (including any Initial Service Term and Renewal Term(s), as applicable).

“Set-Up Fee” means any non-recurring, one-time fee payable by Customer for implementation, configuration, onboarding, or other initial set-up activities for the Services or Software, as specified in the applicable Transaction Document. Set-Up Fees are in addition to any recurring subscription or usage-based Fees and are non-refundable once incurred.

“Site(s)” means a physical or virtual site where the SaaS Services or Software are used or accessed by End Users (for example, Customer’s locations, contact centers, or cloud environments).

“Software” means software provided or licensed by OneMeta to Customer and deployed on hardware owned or controlled by Customer (or its third-party hosting provider) pursuant to a Transaction Document (for example, VerbumLocal or other on-premise components). All references in these Terms and Conditions to “purchases” of Software are intended by the Parties to mean purchases of licenses to such Software.

“Statement of Work” or “SOW” means a document executed by the Parties pursuant to these Terms and Conditions, which describes the Professional Services to be provided by OneMeta, including any associated deliverables, milestones, assumptions, and fees.

“Support” means the technical support services offered by OneMeta for the SaaS Services and/or Software and identified in a Transaction Document and/or OneMeta’s then-current Support policies. For clarity, any maintenance activities (including updates, upgrades, enhancements, or new features) are only included to the extent expressly specified in the applicable Transaction Document or Support policies.

“Transaction Document(s)” means, collectively, Orders and Statements of Work.

2. Ordering Procedure. Customer or its Affiliates may purchase Services and Software pursuant to these Terms and Conditions by entering into Transaction Documents with OneMeta. Each Customer Affiliate that enters into a Transaction Document agrees that it is bound by these Terms and Conditions as if it were “Customer” with respect to such Transaction Document. Each Transaction Document will be deemed a separate contract between OneMeta and Customer, or the relevant Customer Affiliate that is the Party to such Transaction Document. Any disputes in relation to a Transaction Document shall be settled by the Parties to such Transaction Document, and only the Parties to such Transaction Document shall be responsible and liable to each other in relation to such Transaction Document.

3. License and Scope of Use of Services and Software

3.1 Rights Granted. Subject to the terms and conditions of the Agreement and the applicable Transaction Document, OneMeta grants Customer a non-exclusive, non-transferable (except as permitted in Section 14.2), non-sublicensable right, during the applicable Service Term, to access and use the Services and Software (including the Documentation) solely for Customer’s own internal business purposes and in accordance with the Agreement. Customer may make a reasonable number of copies of the Documentation, provided such reproductions include any copyright or proprietary labels, legends, or notices included in the Documentation.

3.2 Trials, Betas, and Evaluations. From time to time, OneMeta may provide Customer access to Services or Software for trial, evaluation, proof-of-concept, or testing purposes (including preview, beta, or pre-release versions) (collectively, “Evaluation Services”). Evaluation Services may have limited features, functions, or other technical limitations, including limits on duration, quantity, capacity, or restrictions on use in certain environments (for example, non-production). Notwithstanding anything to the contrary in the Agreement, and except as expressly set forth in a Transaction Document, OneMeta provides Evaluation Services “AS IS” and without warranties, Support, service levels, or indemnification of any kind, and may discontinue Evaluation Services at any time.

3.3 Restrictions. Customer agrees it will not, and will not permit any End User or third party to: (a) publish, disclose (except as allowed under Section 10), copy (except as expressly permitted), lease, modify, translate, loan, distribute, resell, transfer, assign, or create derivative works based on the Services or Software or any part thereof; (b) reverse engineer (except to the extent specifically permitted by applicable law), decompile, adapt, disassemble, or otherwise attempt to discover source code or underlying algorithms, ideas, features, or functions of the Services or Software; (c) attempt to defeat, disable, or circumvent any protection mechanism related to the Services or Software, including those intended to prevent, limit, or control use, copying, or access to the Services or Software; or (d) access or use the Services or Software: (i) for benchmarking, development, or competitive purposes (including to develop competing products or services); (ii) in violation of the rights of any third party or any applicable law or regulation (including intellectual property, export, and data privacy laws); or (iii) for any purpose other than as expressly provided in the Agreement.

3.4 U.S. Government Customers. If Customer is a unit or agency of the United States or any of its instrumentalities (“Government”), or when the Services or Software are used for the benefit of a unit or agency of the Government, the following applies: The Services and Software are deemed “commercial computer software” pursuant to DFARS Section 227.7202 and FAR Section 12.212 (and any successor sections). The use of the Services and Software by the Government is governed solely by the Agreement. Under no circumstances will OneMeta be obligated to comply with any Government requirements regarding cost or pricing data or cost accounting requirements. If Customer’s use of the Services or Software would otherwise require compliance by OneMeta with such Government requirements, or in any manner affect OneMeta’s rights in the Services or Software, Customer must notify OneMeta of such Government requirement and obtain, at Customer’s expense, a waiver or exemption from such requirements for the benefit of OneMeta prior to any Government access to the Services or Software.

3.5 Artificial Intelligence and Model Training Restrictions. Customer will not, and will not permit any End User or third party to, use the Services, Software, or any outputs or artifacts generated by the Services or Software (including transcripts, translations, captions, or related metadata) to: (a) train, fine-tune, or otherwise improve any artificial intelligence, machine learning, or similar models, systems, or services; (b) model, replicate, or emulate the functionality, design, user interface, or performance characteristics of the Services, Software, or OneMeta’s underlying models; or (c) create any dataset, training data, or other collection of outputs for the purpose of developing or training products or services that compete with or are substantially similar to the Services or Software.

3.6 Consequences of Misuse. Any violation of this Section 3 by Customer will be deemed a material breach of the Agreement. In addition to any other rights or remedies available at law or in equity, OneMeta may, upon written notice to Customer: (a) suspend or terminate Customer’s or any End User’s access to the Services or Software; (b) terminate any or all Transaction Documents; or (c) seek injunctive relief to prevent any further unauthorized use or disclosure, without obligation to post a bond to the maximum extent permitted by law.

3.7 Third-Party Services and Integrations. Certain Services or Software may enable or require Customer to use, access, or receive products, services, content, or technology provided by third parties (including, for example, telephony providers, CCaaS platforms, collaboration tools, or cloud infrastructure providers) (collectively, “Third-Party Services”). Any acquisition or use of Third-Party Services, and any exchange of data between Customer and any provider of Third-Party Services, is solely between Customer and the applicable third party and is governed by such third party’s terms and conditions. OneMeta does not control and is not responsible for any Third-Party Services and does not warrant or support Third-Party Services, whether or not they are designated by OneMeta as “certified,” “integrated,” or otherwise. If Customer enables a Third-Party Service with the Services or Software, Customer authorizes OneMeta to access and exchange Content and other data with such Third-Party Service as reasonably necessary for the interoperation of the Services or Software with such Third-Party Service. OneMeta may suspend or disable integrations with any Third-Party Service if required to address a security, legal, or business risk.

3.8 Changes to Services and Software. OneMeta may from time to time make updates or changes to the Services or Software (including to the user interface, features, or functionality), including to improve performance, enhance security, or comply with applicable law. OneMeta will not materially decrease the core functionality of the Services or Software purchased under an active Transaction Document during the applicable Service Term without notifying Customer in advance, unless such change is required to address a security risk, legal requirement, or third-party claim.

4. Ownership, Data Use, and Intellectual Property Rights.

4.1 Content. As between the Parties, Customer retains all right, title, and interest in and to its Content, including all intellectual property rights therein. Customer hereby grants to OneMeta and its Affiliates a worldwide, non-exclusive, non-transferable (except as permitted in Section 14.2), non-sublicensable (except as reasonably required for OneMeta’s subcontractors to perform Services), royalty-free license, during the applicable Service Term (and any applicable Retrieval Period under Section 11.5), to use, reproduce, store, process, transmit, display, and otherwise handle the Content solely to: (a) provide the Services and Software (including related Support) to Customer; (b) operate, secure, support, and maintain the Services and Software; and (c) comply with applicable law and the Agreement. During the Service Term, to the extent retrieval is supported by the applicable SaaS Service, Customer may retrieve its Content at any time from the SaaS Services in accordance with the applicable Documentation. If such retrieval is not supported by the specific SaaS Service, then, at any time during the Service Term, Customer may request extraction of Content from the SaaS Service and the Parties will enter into a Transaction Document for OneMeta to provide extraction services at OneMeta’s then current rates for such services.

4.2 Anonymized and Aggregated Data; Usage Analytics. OneMeta may collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies, including information concerning usage patterns, user base characteristics, and the performance of OneMeta’s models (collectively, “Usage Data”). To the extent any Usage Data is derived from Content, OneMeta will de-identify, aggregate, or anonymize such data so that it does not identify Customer, any End User, or any individual (“Anonymized Data”). As between the Parties, OneMeta owns all right, title, and interest in and to the Usage Data and Anonymized Data and may use such data: (a) to operate, maintain, secure, and improve the Services, Software, and underlying models; (b) to develop new products and services; and (c) for benchmarking, analytics, and other business purposes, including in de-identified or aggregated form in marketing or industry reports, provided that OneMeta does not identify Customer or any End User as the source of such data without Customer’s prior written consent.

4.3 Services, Software, and Documentation. No title or ownership of the Services, Software, or Documentation will be transferred to Customer by way of the Agreement or any Transaction Document. As between the Parties, OneMeta has and retains sole and exclusive right, title, and interest in and to: (a) the Services, Software, and Documentation, and all modifications, enhancements, improvements, adaptations, and translations thereto; (b) the trademarks, service marks, and trade names associated with the Services or Software; and (c) all other OneMeta-supplied materials and deliverables developed for use in connection with the Services, Software, or Professional Services (collectively, “OneMeta Materials”), exclusive of the Content. Subject to Customer’s payment of all applicable Fees, OneMeta grants Customer a non-exclusive, non-transferable (except as permitted in Section 14.2), non-sublicensable license, during the applicable Service Term, to use the OneMeta Materials solely in connection with Customer’s authorized use of the Services and Software in accordance with the Agreement. If Customer provides feedback, ideas, or other suggestions (“Feedback”) related to the Services or Software, OneMeta may freely use and exploit such Feedback without restriction or obligation to Customer. All rights not expressly granted to Customer are reserved to OneMeta.

5. Customer Responsibilities. Customer is responsible for monitoring its, and its users’, use of the Services and Software for possible unauthorized usage and is solely responsible for any activity occurring under its accounts. Customer will: (a) have sole responsibility for the accuracy, quality, and legality of all Content (including obtaining all necessary rights, consents, and notices for its use in connection with the Services); (b) take commercially reasonable efforts to prevent unauthorized access to, or use of, the Services and Software, and immediately notify OneMeta if it becomes aware of or has reason to believe that the Services or Software are being used in an unauthorized manner; and (c) comply with all applicable laws in using the Services, Software, and Content, including laws relating to call recording, consent for monitoring or transcription, and data protection. Customer is further responsible for implementing any security features and options made available by OneMeta in connection with SaaS Services and Software. If a SaaS Service includes the ability for Customer to implement security features or options (for example, multi-factor authentication, role-based access, IP whitelisting, or encryption configuration), and Customer elects not to enable such security features or options, then Customer will be responsible for any liability resulting therefrom.

6. Invoicing, Payment, and Taxes.

6.1 Invoicing of Fees and Payment. OneMeta will invoice Customer, and Customer will pay, all fees, expenses, and other costs as set forth in the applicable Transaction Document (collectively, the “Fees”). Unless otherwise specified in a Transaction Document, Fees are invoiced in advance for subscription-based SaaS Services and annually or as otherwise stated for Software licenses and Professional Services. Customer will pay all undisputed Fees within thirty (30) days from the invoice date. If Customer elects to pay Fees by credit card or other non-invoice electronic payment method accepted by OneMeta, OneMeta may charge an additional processing fee (as specified in the applicable Transaction Document or at the time of payment) to cover third-party payment processing costs. Customer authorizes OneMeta (and its third-party payment processors) to charge Customer’s designated payment method for all applicable Fees and charges. If Customer does not pay any undisputed Fees when due, OneMeta may apply interest to the overdue Fees at the rate of one and one-half percent (1.5%) per month, or such lesser amount required by law, assessed from the due date through the date of payment. Without waiving any of its rights or remedies under the Agreement or at law, OneMeta reserves the right to suspend delivery, access, or performance of the Services or Software until any amounts that are outstanding and past due are paid in full by Customer. Customer must notify OneMeta in writing of any bona fide dispute regarding any invoice within thirty (30) days of the invoice date, or Customer is deemed to have irrevocably waived its right to dispute such invoice. Transaction Documents are non-cancellable and non-refundable, except as expressly provided in the Agreement or the applicable Transaction Document. If Customer ceases using the Services or Software during the Service Term for any reason other than as expressly permitted under the Agreement, Customer will remain liable for all amounts payable under the applicable Transaction Document for the remainder of the Service Term, including all amounts subject to a minimum commitment (such as MMMC and Committed Monthly Minutes), and Customer will not be entitled to any refunds. Customer is responsible for all costs associated with the collection of unpaid amounts, including reasonable attorneys’ fees, court costs, collection agency fees, and any other related expenses incurred by OneMeta in enforcing its rights.

6.2 Taxes. Customer will, in addition to the other amounts payable under the Agreement, bear and pay all sales, use, excise, value-added, and other taxes, federal, state, local or otherwise, however designated, that are levied or imposed by reason of the transactions contemplated hereunder, excluding taxes on OneMeta’s net income, property, or employees. If any such taxes are imposed upon and paid by OneMeta, Customer will reimburse OneMeta within thirty (30) days of the date of an invoice from OneMeta for such amount. If, at any time, Customer claims that its purchase of Services or Software hereunder is exempt from any taxes, it will be Customer’s responsibility to provide OneMeta with the appropriate valid tax exemption certificate(s). In the absence of valid proof of exemption, OneMeta reserves the right to charge Customer for, and Customer agrees to pay, the applicable taxes.

6.3 No Set-Off. Customer’s payment obligations under the Agreement are not subject to setoff, withholding, deduction, or counterclaim of any kind, except to the extent Customer has properly disputed an invoice in accordance with Section 6.1.

7. Data Protection and Security.

7.1 Security. OneMeta will implement appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Confidential Information, including Content, taking into account the nature of the data and the risks involved. These safeguards are described in OneMeta’s information security and compliance documentation, which may reference external attestations or certifications (for example, SOC 2, HIPAA, and GDPR-related controls) as applicable to the specific Services. Customer shall implement reasonable and appropriate measures to secure its access to, and use of, the Services and Software.

7.2 Data Protection and Processing. To the extent OneMeta processes personal data (or personal information, as defined under applicable law) on behalf of Customer in connection with the provision of the Services or Software, the Parties acknowledge that Customer is the controller (or equivalent term under applicable law) and OneMeta is the processor (or equivalent term) of such personal data. OneMeta will process such personal data only in accordance with the Agreement and Customer’s documented instructions (including as set out in the applicable Transaction Documents and this Section 7), and in a manner consistent with applicable data protection laws and generally recognized data protection frameworks relevant to the Services. OneMeta will maintain appropriate technical and organizational measures designed to protect such personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, as further described in OneMeta’s information security and compliance documentation referenced in Section 7.1. If, at any time, the Parties agree to a separate data processing agreement, data protection addendum, or similar document governing OneMeta’s processing of personal data on behalf of Customer (a “DPA”), such DPA will be deemed incorporated into and form part of the Agreement, and in the event of any conflict between the DPA and these Terms and Conditions with respect to the processing of personal data, the DPA will control.

7.3 Security Incidents. If OneMeta becomes aware of a confirmed unauthorized access to or disclosure of Customer’s Confidential Information within OneMeta’s systems that materially compromises the security, confidentiality, or integrity of such information (a “Security Incident”), OneMeta will: (a) notify Customer without undue delay; (b) take commercially reasonable steps to mitigate the effects of and investigate the Security Incident; and (c) provide information reasonably requested by Customer regarding the Security Incident, as required for Customer to comply with its obligations under applicable law. Customer is responsible for complying with any legal obligations it may have to notify affected individuals or regulatory authorities of any Security Incident.

8. Export. The Services, Software, and related technical data may be subject to export control and economic sanctions laws and regulations of the United States and other jurisdictions (collectively, “Export Laws”). Each Party represents that it is not: (a) listed on any U.S. government denied-party, debarment, or sanctions list (including, without limitation, the U.S. Department of the Treasury’s List of Specially Designated Nationals and Blocked Persons and the U.S. Department of Commerce’s Denied Persons List or Entity List); or (b) located in, organized under the laws of, or ordinarily resident in, any country or region subject to comprehensive U.S. sanctions (currently including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine). Customer will comply with all applicable Export Laws and will not export, re-export, ship, transfer, permit access to, or otherwise use the Services, Software, or related technical data (or any direct product thereof) in any country or territory subject to comprehensive U.S. sanctions, or for any purpose prohibited by Export Laws, including for the development, design, manufacture, or production of nuclear, chemical, or biological weapons, or missile technology without the required authorization from U.S. or other applicable authorities.

9. Warranties.

9.1 OneMeta Warranties for SaaS Services. OneMeta warrants that, during the applicable Service Term, the SaaS Services will operate substantially in accordance with the applicable Documentation. Customer’s sole and exclusive remedy, and OneMeta’s sole obligation, for OneMeta’s breach of the foregoing warranty is the correction of the non-conformance at no additional charge to Customer. Customer acknowledges that the accuracy of any transcription, captions, or translation generated by the Services and Software depends on a range of factors outside of OneMeta’s control, including speaker pronunciation, accent, speech rate, microphone quality, network conditions, and ambient noise. As such, while OneMeta designs its Services to provide high-quality outputs, OneMeta does not guarantee that transcripts, captions, or translations will be error-free or achieve a particular accuracy level, and Customer remains responsible for reviewing and validating such outputs before relying on them for critical or high-risk uses.

9.2 OneMeta Warranty for Software. OneMeta warrants that the Software will operate substantially in accordance with the applicable Documentation during the ninety (90) day period beginning on the earlier of: (a) the delivery date of the Software (including electronic delivery or provision of access credentials); or (b) the Go-Live Date for the Software (the “Warranty Period”). Customer’s sole and exclusive remedy, and OneMeta’s sole obligation, for OneMeta’s breach of the foregoing warranty during the Warranty Period will be, at OneMeta’s option and at no additional charge to Customer, to correct or replace such Software so that it complies with the warranty set forth in this Section 9.2. Following the expiration of the Warranty Period, the Software is provided “AS IS” with respect to any further defects or non-conformities, and any ongoing support, maintenance, or issue resolution relating to the Software will be governed, if at all, by the applicable Transaction Documents (including any SOWs), Support policies, and any applicable service level commitments, and not by this Section 9.2.

9.3 OneMeta Warranty for Professional Services. OneMeta warrants that Professional Services will be performed in a professional and workmanlike manner, consistent with reasonable and generally accepted professional standards and practices. Customer’s sole and exclusive remedy, and OneMeta’s sole obligation, for OneMeta’s breach of the warranty in this Section 9.3 is OneMeta’s reperformance of the non-conforming Professional Services, provided that Customer notifies OneMeta in writing of the non-conformity during the thirty (30) day period following OneMeta’s completion of the applicable Professional Services. Following the expiration of such thirty (30) day period, Professional Services and any related deliverables are provided “AS IS” with respect to any further defects or non-conformities, and any ongoing support, maintenance, or issue resolution relating to such Professional Services or deliverables will be governed, if at all, by the applicable Transaction Documents (including any SOWs), Support policies, and any applicable service level commitments, and not by this Section 9.3.

9.4 Exclusions. The warranties set forth in Sections 9.1, 9.2, and 9.3 will not apply to issues related to: (a) modification of the SaaS Services, Software, or deliverables other than by OneMeta or its authorized representatives, unless such modification constitutes a configuration change made pursuant to, and allowable under, the Documentation; (b) any unauthorized third-party software, hardware, or services that are operated with, or incorporated in, the SaaS Services, Software, or deliverables; (c) negligence, abuse, or misapplication of the SaaS Services, Software, or deliverables, including use other than as set forth in the Documentation; (d) failure to comply with any minimum system requirements or prerequisites specified in the Documentation or applicable Transaction Document; or (e) failure in Customer’s infrastructure, network, or telephony environment used to access the SaaS Services or Software.

9.5 Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY ONEMETA TO CUSTOMER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, NOR DOES ONEMETA WARRANT THAT THE OPERATION OF THE SERVICES OR SOFTWARE WILL BE FREE FROM UNAUTHORIZED ACCESS OR HACKING ATTEMPTS, UNINTERRUPTED, OR ERROR-FREE.

9.6 Customer Warranties. Customer warrants that: (a) Customer is the owner or authorized licensee of the Content and has secured all necessary licenses, consents, authorizations, and waivers for the use of the Content in connection with the Services and Software; (b) the Content and Customer’s use of the Services and Software at all times complies with the terms of the Agreement and all applicable laws; (c) Customer will only provide to OneMeta the minimum Content necessary to utilize the Services and Software under the Agreement; and (d) Customer will not use the Services or Software to conduct any illegal activity or engage in any activity that infringes upon the rights of OneMeta or any third party. Without waiving any rights or remedies OneMeta may have under the Agreement, at law, or in equity, OneMeta reserves the right to suspend delivery, access, or performance of the Services or Software if Customer breaches this Section 9.6.

10. Confidential Information.

10.1 Nondisclosure Obligation. The Receiving Party will maintain the confidentiality of the Disclosing Party’s Confidential Information using at least the same standard of care as the Receiving Party employs for its own confidential information of a similar nature, but in any event no less than a reasonable standard of care. The Receiving Party will not use the Disclosing Party’s Confidential Information except as permitted by the Agreement. The Receiving Party will not disclose the Disclosing Party’s Confidential Information to any other person except to its Affiliates and its and their respective officers, directors, employees, consultants, auditors, subcontractors, and professional advisors (collectively, the “Representatives”) who have a need to know such information for purposes of the Agreement and who are subject to confidentiality obligations at least as protective as those set forth herein. The Receiving Party is responsible for its Representatives’ compliance with the confidentiality obligations of the Agreement.

10.2 Permitted Disclosure. Notwithstanding anything to the contrary contained herein, the Receiving Party may disclose Confidential Information of the Disclosing Party if required by applicable law, regulation, order, or legal process, provided that: (a) to the extent permitted under applicable law, the Receiving Party gives the Disclosing Party prompt written notice of such requirement so that the Disclosing Party has an opportunity to seek a protective order, confidential treatment, or other appropriate remedy; (b) the Receiving Party provides the Disclosing Party with reasonable assistance, at the Disclosing Party’s expense, in opposing such required disclosure or seeking a protective order or confidential treatment for all or part of such Confidential Information; and (c) the Receiving Party discloses only such portion of the Confidential Information as is either permitted by the Disclosing Party or legally required, subject to any protective order or confidential treatment obtained by the Disclosing Party.

11. Term and Termination.

11.1 Term. These Terms and Conditions commence on the Effective Date of the first Transaction Document and shall continue in effect until terminated in accordance with this Section 11 (the “Term”). The termination of a Transaction Document pursuant to this Section 11 will not operate to terminate any other Transaction Documents unless expressly stated therein.

11.2 Service Term; Renewals; Fee Adjustments; Non-Renewal Notices. The initial service term for each subscription to SaaS Services or license of Software (the “Initial Service Term”) will be as specified in the applicable Transaction Document. Unless otherwise stated in the Transaction Document, the Initial Service Term will automatically renew for successive periods equal in length to the Initial Service Term (each, a “Renewal Term” and, together with the Initial Service Term, the “Service Term”), unless either Party provides a valid Non-Renewal Notice in accordance with this Section 11.2. Unless otherwise stated in the Transaction Document, OneMeta may, in its sole discretion, set the Fees applicable to any Renewal Term (including by increasing the Fees from those in effect for the immediately preceding term), and will notify Customer of the applicable Renewal Term Fees in a renewal quote, Order, or other Transaction Document, or by other written notice prior to the start of the applicable Renewal Term. At least thirty (30) days prior to the conclusion of the then-current Service Term, either Party may advise the other Party in writing that it does not wish to renew the Service Term (a “Non-Renewal Notice”). Non-Renewal Notices from Customer must be sent by email to ralph@onemeta.ai (or such other email address designated by OneMeta in writing) and will be effective upon OneMeta’s confirmation of receipt. Non-Renewal Notices sent by any other method will constitute a valid notice only if delivered in accordance with Section 14.1. Customer understands that, if Customer fails to provide a timely Non-Renewal Notice to OneMeta, Customer will be responsible for payment in full of the Fees associated with the next Renewal Term.

11.3 Termination. Either Party may terminate these Terms and Conditions or one or more Transaction Documents: (a) for cause upon written notice to the other Party, if the other Party fails to cure a material breach of the Agreement within thirty (30) days after receiving written notice describing such breach in reasonable detail; (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or the settlement of debts, or an assignment for the benefit of creditors; or (c) upon the dissolution of the other Party.

11.4 Effect of Termination. Any termination of these Terms and Conditions will not serve to terminate any Transaction Document unless expressly stated therein. Unless otherwise provided in the Agreement or in the applicable Transaction Document, the termination of a Transaction Document will not operate to terminate any other Transaction Document, and the terms of the Agreement will continue to govern each Transaction Document until completion or earlier termination in accordance with the Agreement. Upon the later of either (a) termination of these Terms and Conditions, or (b) termination or expiration of a Transaction Document, as applicable: (i) Customer will (1) immediately cease access to and use of the applicable Services and Software; (2) return or destroy all copies of any Software and Documentation in its possession or control; and (3) certify in writing to the completion of such return or destruction upon OneMeta’s request; and (ii) each Party will cease using the other Party’s Confidential Information, except that either Party may retain such information as may be required by law or for compliance and archival purposes, and the confidentiality obligations of the Agreement will continue to apply for as long as the Confidential Information is retained. Termination will not relieve Customer of its obligations to pay: (A) any Fees accrued or due and payable to OneMeta through the effective date of termination; and (B) all future amounts due under all Transaction Documents.

11.5 Content Retrieval. Upon Customer’s written request made on or prior to expiration or termination of the applicable Service Term (a “Customer Retrieval Request”), OneMeta will make the Content available in the applicable SaaS Service as set forth in the Documentation for Customer to retrieve for a period of time as agreed by the Parties (which shall not exceed thirty (30) days), after such expiration or termination (the “Retrieval Period”). If such retrieval is not supported by the SaaS Service, then, upon OneMeta’s receipt of a Customer Retrieval Request and subject to OneMeta’s then-current Fees (as set forth in a Transaction Document), OneMeta will extract Content from the SaaS Service and provide it to Customer in a mutually agreed format. Following the expiration of the Retrieval Period or such extraction of the Content by OneMeta, OneMeta will have no obligation to maintain the storage of Content, and Customer authorizes OneMeta to, unless legally prohibited, delete all remaining Content. Any residual Content remaining in OneMeta systems thereafter will continue to be subject to the confidentiality obligations set forth in the Agreement until such Content is deleted by OneMeta.

12. Indemnification.

12.1 OneMeta Indemnity. OneMeta will defend Customer from and against any Claim made or brought against Customer to the extent such Claim alleges that the Services or Software, as provided by OneMeta and used by Customer in accordance with the Agreement, infringe or misappropriate such third party’s United States patent, copyright, trademark, or trade secret, and will indemnify Customer against any Losses awarded against Customer as a result of such Claim or agreed to in settlement by OneMeta. The foregoing defense and indemnity obligations will not apply to the extent that a Claim arises from: (a) specifications, technology, applications, or designs furnished by Customer or a third party on Customer’s behalf; (b) the use or combination of the Services or Software or any part thereof with any product, service, data, or process not provided by OneMeta, if the Services or Software or their use would not infringe without such combination; (c) the modification of the Services or Software not made by OneMeta or its authorized personnel; (d) Services or Software provided under a Transaction Document for which there is no charge; (e) Customer’s failure to use the Services or Software in accordance with the Documentation; or (f) the Content or any data or materials provided by or on behalf of Customer.

12.2 Infringement Remedies. If Customer is enjoined from using the Services or Software, or OneMeta reasonably believes Customer will be so enjoined, OneMeta will have the right, at its sole option and expense, to: (a) procure for Customer the right to continue using the affected Services or Software in accordance with the Agreement; (b) replace or modify the Services or Software so that they are no longer claimed to infringe or misappropriate, provided their functionality after modification is substantially equivalent to that described in the Documentation; or, if neither (a) nor (b) are feasible using commercially reasonable efforts, then (c) terminate Customer’s subscriptions or licenses for the affected Services or Software upon thirty (30) days’ written notice and, as applicable, refund to Customer (i) any prepaid Fees for the affected SaaS Services for the unexpired portion of the Service Term, or (ii) the prepaid Fees for the affected licensed Software, pro-rated on a three (3) year straight-line basis, beginning on the delivery date or Go-Live Date, whichever is earlier. The collective obligations of OneMeta pursuant to Sections 12.1 and 12.2 state the sole and exclusive liability of OneMeta, and Customer’s sole and exclusive remedy, with respect to intellectual property infringement or misappropriation by the Services or Software.

12.3 Customer Indemnity. Customer will defend OneMeta from and against any Claim made or brought against OneMeta to the extent such Claim: (a) alleges that any Content or any service, product, or technology provided by or on behalf of Customer hereunder infringes or misappropriates such third party’s patent, copyright, trademark, or trade secret, or violates another right of such third party; (b) arises from any Content or personal data provided to OneMeta by or on behalf of Customer; or (c) arises from Customer’s or any End User’s use of the Content, Services, or Software in an unlawful manner or in violation of the Agreement. Customer will indemnify OneMeta from and against any Losses awarded against OneMeta as a result of any Claim described in this Section 12.3 or agreed to in settlement by Customer.

12.4 Indemnification Procedures. The indemnification obligations in this Section 12 are subject to the Party seeking indemnification (the “Indemnified Party”) providing the other Party (the “Indemnifying Party”) with: (a) prompt written notice of the specific Claim (provided that any delay in providing such notice will not relieve the Indemnifying Party of its obligations hereunder, except to the extent the delay prejudices its ability to defend the Claim); (b) all reasonable information and assistance, at the Indemnifying Party’s expense, in defending the Claim; and (c) sole control of the defense and settlement of such Claim, provided that the Indemnified Party may retain its own counsel at its own expense to monitor the defense. The Indemnifying Party may settle any Claim without the Indemnified Party’s written consent, unless such settlement (i) does not include a full and unconditional release of all covered claims pending against the Indemnified Party, (ii) contains an admission of liability or wrongdoing by the Indemnified Party, or (iii) imposes any obligations upon the Indemnified Party other than an obligation to cease using any allegedly infringing items.

13. Limitation of Liability.

13.1 Exclusion of Certain Damages. IN NO EVENT WILL EITHER PARTY, TOGETHER WITH ITS AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR SIMILAR DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE), OR FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL, DATA (INCLUDING LOSS OR CORRUPTION OF DATA), OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE.

13.2 Limitation of Liability. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EACH PARTY, TOGETHER WITH ITS AFFILIATES, ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THE TRANSACTION DOCUMENT GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. HOWEVER, THE FOREGOING LIMITATION WILL NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6 OR TO ONEMETA’S RIGHT TO RECOVER PAYMENT FOR CUSTOMER’S USE OF THE SERVICES OR SOFTWARE IN EXCESS OF THE QUANTITY OR USAGE COMMITMENT PURCHASED UNDER A TRANSACTION DOCUMENT.

13.3 Exceptions. The limitations in Sections 13.1 and 13.2 will not apply to: (a) a Party’s indemnification obligations under Section 12; (b) a Party’s infringement or misappropriation of the other Party’s intellectual property rights; or (c) the extent prohibited by applicable law.

14. General Provisions.

14.1 Notices. Notices required or permitted under the Agreement related to the following matters must be in writing and delivered by registered or certified mail (return receipt requested), or by internationally recognized overnight delivery service: (a) notices of breach; (b) notices of termination; and (c) notices regarding actual or potential legal action, including claims subject to indemnification hereunder. Notices will be deemed given (i) one (1) business day after deposit for next-day delivery with an internationally recognized overnight delivery service, and (ii) on the date of delivery when mailed by registered or certified mail (return receipt requested). Notices other than those described in subsections (a) through (c) above may be delivered by email and will be deemed given upon personal reply acknowledging receipt. Notices required by subsections (a)–(c) of this Section will be sent to each Party at the addresses or email addresses listed in the applicable Transaction Document, or to such other address or email address as either Party may specify in writing in accordance with this Section 14.1.

14.2 Assignment. Neither Party may assign the Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other Party, except that OneMeta may assign its rights and obligations under the Agreement without Customer’s consent to (a) an Affiliate, or (b) any successor by way of merger, acquisition, or sale of all or substantially all of OneMeta’s assets or business to which the Agreement relates. Any purported assignment in breach of this Section 14.2 is void. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

14.3 Choice of Law; Venue; Remedies. The Agreement is governed by and construed in accordance with the laws of the State of Utah, excluding its conflict of law rules. The Parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah, in all questions and controversies arising out of or related to the Agreement, and waive any objections to such courts based on forum non conveniens or lack of personal jurisdiction. The Parties expressly exclude the application of the Uniform Computer Information Transactions Act (“UCITA”), the United Nations Convention on the International Sale of Goods (“CISG”), and any law of any jurisdiction that would apply UCITA or CISG (or terms equivalent to UCITA or CISG) to the Agreement. To the extent not prohibited by applicable law that cannot be waived, the Parties hereby waive, and covenant that they will not assert, any right to trial by jury in any action arising in whole or in part under or in connection with the Agreement. In addition to any other remedies available at law or in equity, in the event of a breach by either Party of any term of the Agreement, including a breach of confidentiality obligations, monetary damages may not be a sufficient remedy, and the non-breaching Party may seek injunctive or other equitable relief to prevent the continuation or recurrence of such breach, without the need to prove actual damages or post a bond, to the maximum extent permitted by law. Such relief will be in addition to any damages or other remedies to which the non-breaching Party may be entitled.

14.4 Order of Precedence and Interpretation. In the event of any conflict or inconsistency between these Terms and Conditions and any Transaction Document, the terms of these Terms and Conditions will prevail except where a Transaction Document specifically states that specified terms in the Transaction Document supersede specified terms of the Terms and Conditions. Customer purchase orders shall not supersede any of the terms of these Terms and Conditions and any preprinted terms on them will be of no force or effect. Words importing the singular include the plural, words importing any gender include every gender, and words importing persons include entities, corporate and otherwise, and (in each case) vice versa. The section headings are for ease of reference only and are not intended to affect the interpretation or construction of the Terms and Conditions. Whenever the terms “including” or “include” are used in these Terms and Conditions in connection with a single item or a list of items within a particular classification (whether or not the term is followed by the phrase “but not limited to” or words of similar effect) that reference will be interpreted to be illustrative only, and will not be interpreted as a limitation on, or an exclusive enumeration of, the items within such classification.

14.5 Survival. Any provision of the Agreement that by its nature should reasonably be presumed to survive termination or expiration of the Agreement or any Transaction Document (including provisions relating to payment obligations, confidentiality, data usage, intellectual property, indemnification, limitations of liability, and choice of law) shall so survive.

14.6 Independent Contractors. The Parties are independent contractors, and nothing in the Agreement will be construed as creating an agency, partnership, joint venture, fiduciary, or employment relationship between the Parties. Neither Party has the authority to act for the other Party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other Party, except to the extent and for the purposes expressly provided for in the Agreement.

14.7 Force Majeure. Neither Party will be in default of any provision of the Agreement, or for failure in performance of its obligations hereunder (excluding payment obligations), to the extent resulting from acts or events beyond the reasonable control of such Party, including acts of God, civil or military authority, acts or threats of terrorism, civil disturbance, war, riot, strike or labor dispute (not related to either Party’s own workforce), fires, floods, epidemics, pandemics, or acts of government (each, a “Force Majeure Event”). The affected Party will use commercially reasonable efforts to mitigate the impact of a Force Majeure Event. A Force Majeure Event, to the extent it prevents a Party’s performance of any obligation under the Agreement, will extend the time for performance for as many days beyond the applicable performance date as is reasonably required to correct the effects of such Force Majeure Event.

14.8 Waiver and Severability. No provision of the Agreement will be deemed waived and no breach deemed excused unless such waiver or consent is in writing and signed by the Party claimed to have waived or consented. No consent by either Party to, or waiver of, a breach by the other, whether express or implied, will constitute consent to, waiver of, or excuse for any different or subsequent breach. All provisions of the Agreement are severable, and the unenforceability or invalidity of any provision of the Agreement will not affect the validity or enforceability of the remaining provisions. If any provision is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of the Agreement will remain in full force and effect.

14.9 Publicity. Customer authorizes OneMeta and its Affiliates to use Customer’s name and logo during the Term for sales and marketing purposes, including to identify Customer as a customer of the Services or Software on OneMeta’s website, marketing materials, and presentations. Customer may withdraw this authorization upon reasonable prior written notice to OneMeta, in which case OneMeta will use commercially reasonable efforts to cease new uses of Customer’s name and logo in marketing materials as soon as practicable. For clarity, nothing in this Section 14.9 limits OneMeta’s ability to make disclosures regarding its relationship with Customer to the extent required by applicable securities laws, stock exchange rules, or other regulatory requirements.

14.10 Press Releases. Customer agrees that OneMeta may issue a mutually agreed upon press release regarding the Parties’ relationship (a “Press Release”). Customer agrees to consider, in good faith, contributing a quote from one of its employees involved with the relationship with OneMeta for use in the Press Release. OneMeta will provide a draft of the Press Release to Customer for its review and, within five (5) business days following its receipt of the draft, Customer will provide OneMeta with any proposed changes to the Press Release. Neither Party will issue a Press Release referencing the other Party without the other Party’s prior written approval, except to the extent a Party is required to do so by applicable securities laws, stock exchange rules, or other regulatory requirements.

14.11 Electronic Signatures. The Parties agree that any Transaction Document, and any amendments thereto, may be signed using electronic signatures (including via industry-standard e-signature platforms) and will have the same effect as original signatures to the fullest extent permitted by applicable law.

14.12 Entire Agreement. These Terms and Conditions, together with any Transaction Documents executed hereunder and any OneMeta policies or documents explicitly incorporated by reference (including any data processing agreement, if executed by the Parties, and Support policies), collectively constitute the entire agreement and understanding between the Parties regarding the subject matter hereof, and supersede any other written or oral agreement that the Parties may have had with respect thereto. No statement or inducement with respect to the subject matter by either Party or by any agent or representative of either Party that is not contained in the Agreement is valid or binding between the Parties. No provision of the Agreement may be modified or amended except by a written instrument (including an electronic record) duly executed by each of the Parties. Any such modification or amendment will not require additional consideration to be effective. Customer purchase orders, if any, are provided for Customer’s administrative purposes only, and any preprinted terms on them will not apply or have any effect on the terms of the Agreement.