End User License Agreement

PLEASE READ THIS END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE ACCESSING OR USING THE PERFAI.AI PLATFORM. BY CLICKING "I AGREE," ACCESSING, INSTALLING, OR USING THE PLATFORM IN ANY WAY, YOU ("USER" OR "YOU") ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE PLATFORM AND MUST IMMEDIATELY CEASE ANY ATTEMPTED ACCESS.

IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MAY NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PLATFORM.

"Agreement" means this End User License Agreement, including all amendments and any documents incorporated by reference.

"Confidential Information" means any non-public information disclosed by Perfai Security to User, directly or indirectly, including but not limited to the Platform, its source code, architecture, algorithms, AI models, agent logic, test methodologies, security frameworks, pricing, roadmap, technical documentation, and any other proprietary materials, whether or not marked "confidential."

"Derivative Work" means any work that is based on, derived from, incorporates, or is otherwise developed using any portion of the Platform, Perfai Security's Confidential Information, or Perfai Security's Intellectual Property, whether or not such work would constitute a derivative work under applicable copyright law.

"Intellectual Property" or "IP" means all patents, patent applications, copyrights, trademarks, service marks, trade secrets, know-how, algorithms, methodologies, software, source code, object code, documentation, data, databases, inventions, discoveries, and all other intellectual property rights, whether registered or unregistered, and all applications, renewals, and extensions thereof.

"Invite Code" means the unique, non-transferable access credential issued exclusively by Perfai Security to grant a specific individual or organization access to the Platform.

"Platform" means the Perfai Security.ai software-as-a-service application, including all AI security testing agents, agentic pipelines, multi-model orchestration systems, APIs, dashboards, interfaces, reports, underlying algorithms, and all related documentation, updates, and enhancements.

"User Data" means data, content, configurations, and test inputs submitted by User to the Platform.

The Platform is strictly invite-only. No right or license to access or use the Platform exists unless User has received a valid Invite Code directly from Perfai Security. Perfai Security reserves the sole and absolute right to grant, deny, suspend, or revoke access to any individual or entity at any time, for any reason, with or without notice.

2.1 Non-Transferability — The Invite Code and all access credentials issued by Perfai Security are strictly personal to the recipient. User shall not share, transfer, sell, sublicense, publish, or otherwise disclose any Invite Code or account credentials to any third party under any circumstances. Any such unauthorized sharing constitutes a material breach of this Agreement and immediately terminates User's right to access the Platform.

2.2 Account Security — User is solely responsible for maintaining the confidentiality and security of all access credentials. User shall immediately notify Perfai Security at security@perfai.ai upon becoming aware of any unauthorized access to or use of User's account.

2.3 No Implied License — Nothing in this Agreement shall be construed as granting any license, right, title, or interest in or to the Platform or Perfai Security's Intellectual Property except for the narrow, expressly granted license in Section 3 below. All rights not expressly granted are strictly reserved to Perfai Security.

Subject to User's strict and continued compliance with all terms of this Agreement, Perfai Security grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable, personal license to access and use the Platform solely for User's own internal, lawful business security testing and governance purposes during the term of this Agreement.

3.1 Restrictions — This license does not, under any circumstances, permit User to: (a) copy, reproduce, distribute, publish, or display any portion of the Platform or its underlying technology; (b) modify, adapt, translate, or create any Derivative Work based on the Platform or any component thereof; (c) reverse engineer, disassemble, decompile, decode, decrypt, or otherwise attempt to derive, reconstruct, or discover the source code, underlying algorithms, AI model architecture, agent logic, training data, or any other trade secrets or proprietary components of the Platform, by any means whatsoever; (d) sublicense, resell, rent, lease, loan, transfer, assign, or otherwise make the Platform available to any third party; (e) use the Platform to develop, train, benchmark, evaluate, or improve any competing product, service, algorithm, AI model, or security testing tool; (f) use any automated means, scraping, crawling, or other data extraction techniques to extract, harvest, or compile any data, content, or information from the Platform; (g) frame, mirror, or otherwise incorporate any portion of the Platform into another product or service; (h) remove, alter, obscure, or destroy any proprietary notices, copyright notices, trademarks, or other IP markings on or within the Platform; (i) use the Platform in any manner that could damage, disable, overburden, impair, or compromise Perfai Security's systems, infrastructure, or reputation; or (j) permit, encourage, or assist any third party to do any of the foregoing.

3.2 Reservation of Rights — Perfai Security reserves all rights not expressly granted. No implied licenses are granted under this Agreement.

The Platform and all of its components — including without limitation all software, source code, object code, AI models, agent architectures, agentic reasoning systems, multi-model orchestration logic, security testing methodologies, algorithms, datasets used in development, training pipelines, APIs, user interfaces, visual designs, documentation, and all updates, enhancements, and modifications thereto — are and shall remain the sole and exclusive property of Perfai Security and its licensors. No right, title, or ownership in or to any of the foregoing is transferred to User by virtue of this Agreement or otherwise.

4.1 No Competing Use — User expressly agrees not to use the Platform, or any knowledge, insights, outputs, or information obtained through use of the Platform, to design, develop, train, improve, or commercialize any product, tool, model, or service that competes with or replicates, in whole or in part, any functionality of the Platform. This restriction applies during the term of this Agreement and for a period of three (3) years following its termination or expiration.

4.2 Derivative Works Belong to Perfai Security — Any Derivative Work created by User, whether intentionally or unintentionally, in whole or in part from the Platform or Perfai Security's Confidential Information, shall be deemed the sole and exclusive property of Perfai Security. User hereby irrevocably assigns to Perfai Security all right, title, and interest in and to any such Derivative Work, including all associated Intellectual Property rights, and agrees to execute any documents reasonably requested by Perfai Security to effectuate such assignment.

4.3 Feedback — If User provides Perfai Security with suggestions, feedback, bug reports, feature requests, or other input regarding the Platform ("Feedback"), User hereby irrevocably assigns to Perfai Security all right, title, and interest in and to such Feedback, including all Intellectual Property rights. Perfai Security may use Feedback for any purpose without restriction, compensation, or attribution to User. User waives all moral rights in Feedback to the extent permitted by law.

4.4 Trademarks — User is not granted any right to use Perfai Security's name, logo, trademarks, or service marks without Perfai Security's prior express written consent in each instance.

4.5 Enforcement — Perfai Security reserves the right to pursue all available legal and equitable remedies for any actual or threatened infringement, misappropriation, or unauthorized use of its Intellectual Property, including injunctive relief, damages, and recovery of attorneys' fees and costs. User acknowledges that any breach of this Section 4 would cause irreparable harm to Perfai Security for which monetary damages would be an inadequate remedy.

User acknowledges that the Platform, its underlying architecture, features, algorithms, pricing, roadmap, and all non-public information relating thereto constitute Perfai Security's Confidential Information. User agrees to: (a) hold all Confidential Information in strict confidence using at least the same degree of care used to protect User's own most sensitive confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without Perfai Security's prior written consent; (c) use Confidential Information solely for the limited purpose of using the Platform as permitted under this Agreement; and (d) limit access to Confidential Information to those employees or contractors with a strict need to know who are bound by confidentiality obligations no less protective than those in this Agreement.

5.1 Exclusions — Confidentiality obligations do not apply to information that User can demonstrate by written evidence: (a) was publicly known at the time of disclosure through no act or omission of User; (b) was lawfully received from a third party without restriction; or (c) was independently developed by User without any reference to or use of Confidential Information.

5.2 Compelled Disclosure — If User is required by law, regulation, or court order to disclose Confidential Information, User shall provide Perfai Security with prompt prior written notice sufficient to allow Perfai Security to seek a protective order or other appropriate relief, and shall cooperate with Perfai Security in seeking such relief. User shall disclose only the minimum amount of Confidential Information legally required.

5.3 Survival — Confidentiality obligations under this Section shall survive termination or expiration of this Agreement for a period of five (5) years, and shall survive indefinitely with respect to trade secrets.

User retains all ownership rights in and to User Data. Perfai Security claims no ownership over User Data.

6.1 No Training on User Data — Perfai Security shall not use User Data, test inputs, test results, security findings, vulnerability reports, or any information derived from User's use of the Platform to train, fine-tune, benchmark, evaluate, or improve any AI or machine learning model, whether belonging to Perfai Security or any third party. This prohibition is absolute and unconditional.

6.2 Limited Processing — Perfai Security processes User Data solely to the extent necessary to: (a) operate and provide the Platform to User; (b) maintain the security and integrity of the Platform; and (c) comply with applicable legal obligations.

6.3 Security — Perfai Security implements commercially reasonable technical and organizational security measures to protect User Data from unauthorized access, disclosure, alteration, or destruction.

6.4 Retention and Deletion — Upon termination of this Agreement or written request by User, Perfai Security will delete or irreversibly anonymize User Data within thirty (30) days, except where retention is required by applicable law.

User agrees that the Platform shall be used solely for lawful purposes. User shall not use the Platform to: (a) conduct security testing, scanning, fuzzing, exploitation, or probing against any system, network, application, or infrastructure for which User does not hold explicit, documented written authorization from the system owner; (b) violate any applicable local, state, national, or international law, regulation, or treaty; (c) infringe, misappropriate, or violate any third-party Intellectual Property, privacy, or other rights; (d) introduce or transmit any malware, virus, worm, trojan, ransomware, or other malicious code or software; (e) conduct any activity that constitutes unauthorized access, computer fraud, or cybercrime under applicable law; (f) engage in any activity that disrupts, degrades, or impairs the availability, integrity, or performance of the Platform or any third-party systems; or (g) attempt to probe, scan, or test the vulnerabilities of the Platform or Perfai Security's infrastructure. Violation of this Section constitutes a material breach, immediately terminates User's license, and may subject User to civil and criminal liability.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT. PERFAI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VULNERABILITIES. PERFAI DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY SECURITY FINDINGS, TEST RESULTS, OR REPORTS GENERATED BY THE PLATFORM. USER ASSUMES ALL RISK ARISING FROM RELIANCE ON PLATFORM OUTPUTS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PERFAI OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, EVEN IF PERFAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

PERFAI'S TOTAL AGGREGATE LIABILITY TO USER FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY USER TO PERFAI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS (USD $100). THE LIMITATIONS IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PERFAI AND USER AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

User agrees to defend, indemnify, and hold harmless Perfai Security, its affiliates, and their respective officers, directors, employees, agents, licensors, and successors from and against any and all claims, demands, actions, liabilities, losses, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees and litigation costs) arising out of or relating to: (a) User's access to or use of the Platform; (b) any breach or alleged breach of this Agreement by User; (c) any violation of applicable law by User; (d) any infringement or misappropriation of any third-party rights by User; (e) any security testing activities conducted by User using or related to the Platform; or (f) any claim by a third party arising from User's actions or omissions. Perfai Security reserves the right to assume exclusive control of the defense of any matter subject to indemnification, at User's expense, and User agrees to cooperate fully with such defense.

This Agreement is effective from the date User first accepts it and continues until terminated as provided herein. Perfai Security may, at its sole discretion, immediately suspend or terminate User's access to the Platform and this Agreement, with or without prior notice, upon: (a) any breach of this Agreement by User; (b) any suspected unauthorized use or misappropriation of the Platform or Perfai Security's IP; (c) any legal or regulatory requirement; or (d) discontinuation of the Platform. User may terminate this Agreement by ceasing all use of the Platform and providing written notice to Perfai Security at legal@perfai.ai.

11.1 Effect of Termination — Upon termination or expiration of this Agreement for any reason: (a) all licenses and access rights granted to User immediately and automatically terminate; (b) User must immediately cease all access to and use of the Platform; (c) User must destroy or return all Confidential Information in User's possession or control and certify such destruction in writing upon Perfai Security's request; (d) Sections 1, 4, 5, 6.2, 8, 9, 10, 11.1, 12, and 13 shall survive indefinitely. Termination does not relieve User of any obligations that accrued prior to termination and does not limit any remedies available to Perfai Security.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to any conflict of law principles that would require the application of the laws of another jurisdiction. User irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for the resolution of any dispute arising out of or relating to this Agreement or the Platform. User waives any objection to such jurisdiction or venue, including any objection based on inconvenient forum.

12.1 Injunctive Relief — User acknowledges that any breach or threatened breach of Sections 3, 4, 5, or 7 of this Agreement would cause irreparable injury to Perfai Security for which monetary damages would be an inadequate remedy. Accordingly, Perfai Security shall be entitled to seek immediate injunctive relief, specific performance, or other equitable relief without the requirement of posting a bond or other security and without prejudice to any other rights or remedies Perfai Security may have at law or in equity.

12.2 Waiver of Jury Trial — TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

12.3 Attorneys' Fees — In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, and other litigation expenses from the non-prevailing party.

This Agreement, together with Perfai Security's Privacy Policy, constitutes the entire agreement between the parties with respect to the Platform and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written, relating to the subject matter hereof.

13.1 Amendments — Perfai Security reserves the right to modify this Agreement at any time. Perfai Security will provide notice of material changes via the Platform or by email to the address associated with User's account. Continued use of the Platform following such notice constitutes irrevocable acceptance of the modified Agreement. If User does not agree to any modification, User must immediately cease using the Platform.

13.2 Severability — If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

13.3 No Waiver — No failure or delay by Perfai Security in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right shall preclude any other or further exercise of any right or remedy.

13.4 Assignment — User may not assign, transfer, delegate, or sublicense any of its rights or obligations under this Agreement, by operation of law or otherwise, without Perfai Security's prior express written consent. Any purported assignment without such consent is null and void. Perfai Security may freely assign or transfer this Agreement, including in connection with a merger, acquisition, sale of assets, or reorganization.

13.5 No Third-Party Beneficiaries — This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns. Nothing herein shall create or be deemed to create any rights in any third party.

13.6 Export Compliance — User agrees to comply fully with all applicable U.S. export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations, and all laws and regulations of any other applicable jurisdiction, in connection with User's access to and use of the Platform.

13.7 U.S. Government Users — If User is a U.S. Government entity or agency, the Platform constitutes "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 12.212 and DFARS 227.7202. Use, duplication, and disclosure of the Platform by or on behalf of the U.S. Government is subject to the restrictions set forth in this Agreement.

13.8 Construction — This Agreement shall be construed without regard to any presumption or rule requiring construction against the party drafting the Agreement. Headings are for convenience only and shall not affect the interpretation of this Agreement.

Perfai Security, Inc. — Legal Department

Email: legal@perfai.ai

Website: https://perfai.ai