Terms of Service

Default Terms of Service – Voyager These Terms of Service (“Agreement”) govern the provision of the Services (as defined hereunder) by Pattern Labs Inc. (“Irregular” or “we”) to the entity accessing or using the Platform (“Customer” or “you”). Irregular and Customer are each referred to as a “Party” and collectively as the “Parties.” By clicking “I Agree” or otherwise accessing or using the Platform or Services, Customer accepts and agrees to be bound by this Agreement as of the date of such acceptance (the “Effective Date”). Customer represents that it has read, understood, and the individual who click the “I Agree” button has the authority to bind the customer to this Agreement. 1. Background. Irregular is engaged, inter alia, in the development of evaluation solutions for AI risks, and has developed, and is continuously refining, a methodology, technology and infrastructure to generate tests for different AI model risks (“Evaluation Engine” or “Evaluation Generation Infrastructure”). The concrete tests that are generated in order to assess certain risks of a model are termed evaluations (“Evaluation(s)” or “Evaluation Design(s)”). A collection of Evaluations is referred to as an evaluation set (“Evaluations Set(s)”), and all of Irregular’s Evaluation Set(s) are stored as its evaluation library (“Evaluation Library”). The Evaluations themselves include the conceptualization and design of a concrete test. I.e., a copy of the description of what is tested, and a textual, formulaic, or code description of the test itself, created and designed by Irregular, based on its infrastructure/database and Evaluation Library. The Evaluation does not include its implementation or execution environment. Irregular has further developed an evaluation execution solution (“Platform”) that is designated to run implementations of Evaluation(s) on customers’ AI models, and assess the capabilities, safety, compliance, risks, and performance of AI systems. As part of this process, the Platform utilizes Irregular’s prompts (“Prompts”), evaluation logs (“Evaluation Logs”) and generates transcripts of the test runs (“Transcripts”) all of which are solely owned by Irregular. The Platform has a supplemental component of report-generating software (“Evaluation Reporting”). Furthermore, Irregular has also developed scaffoldings which are an advanced tool to be used as an additional supplemental components of the Platform (“Scaffoldings”), agents/tools which are an advanced tool to be used as an additional supplemental components of the Platform (“Agent(s)”), and mitigation tools, which comprise technologically advanced capabilities of varied properties designed to facilitate the mitigation of cyber risk, whether operating independently or in connection with the Platform (collectively, “Mitigations”). For the avoidance of doubt, and without derogating from the terms set forth herein, the Platform, the Evaluations, the Evaluation Engine, the Evaluation Library, the Evaluation Reporting, the Prompts, the Evaluation Logs, the Transcripts, the Scaffolding, the Agents and the Mitigations constitute Irregular’s Intellectual Property and shall remain such throughout the term of this Agreement, including any enhancements, optimizations, or continued developments related thereto. For the purpose of this Agreement Documentation shall mean A set of textual written documents provided by the Irregular to the Customer as part of the onboarding process to the Platform, intended to instruct the Customer on the technical use of the Platform, the installation of any required software for its use, and the approved use of the Platform. The Documentation is provided as part of the Services constitutes Irregular’s Intellectual Property, and constitutes Irregular’s Confidential Information. 2. Subscription 2.1 Right-to-Use (the “Services”). Subject to the terms and conditions of this Agreement, Irregular hereby grants Customer a limited, worldwide, non-exclusive, non-sublicensable, non-transferable and revocable right to remotely access and use the Platform (as defined hereunder), during the Subscription Term (as defined in the Order Form), solely for Customer running those certain Evaluation Design Tests created by Irregular for the use of Customer as defined under any specific Order Form attached hereto, and for Customer’s internal use only. Unless otherwise indicated, the term “Platform” includes also Documentation (as defined hereunder) provided or made available to Customer in connection with the access to use by Customer the Platform. Customer may only use the Platform in accordance with the Documentation, subject to the use limitations specified in this Agreement and applicable laws and regulations. Customer shall be solely responsible for providing all equipment, systems, assets, access, and ancillary goods and services needed to access and use the Platform, for ensuring their compatibility with the Platform. 2.2 Additional Purchases. Purchases of access to additional features and expanded use cases (collectively, “Additional Purchases”), shall be made by a mutually signed written addendum to the Order Form or by executing a new Order Form, in each case according to the pricing agreed between the Parties (or the pricing pre-agreed in the Order Form, if any). If Additional Purchases take effect during a Subscription Term, the Fees (as defined below) and the term therefor will be prorated to be coterminous with said Subscription Term. 2.3 Additional Services / Solutions. In addition to the above-mentioned Services, during the Subscription Term and subject to the payment of the applicable Fees, Irregular will provide Customer (by itself or through its wholly owned subsidiary) with support services in accordance with Irregular’s Services Level Agreement attached hereto as Schedule 1 (“SLA”), as may be amended from time to time by Irregular upon a 30 day written notice to Customer. The Platform, the services provided under the SLA and, if applicable, any Professional Services (as defined below) shall be referred collectively as the “Services”. 2.4 Professional Services. In the event Customer wishes to receive any additional services from the Irregular which are not included in the SLA (“Professional Services”) and which pertain to the operation and use of the Platform, Customer shall provide a request to the Irregular in writing, and subject to the Irregular’s written consent, in its sole discretion, such Professional Services shall be set out in sequential Statements of Work to this Agreement, negotiated and executed by both Parties (each, a “SaaS Order Form”). Any SaaS Order Form may be performed by Irregular or through its wholly owned subsidiary. Such additional Professional Services shall be charged in accordance with the fees and payment terms specified within the applicable SaaS Order Form. Each SaaS Order Form is hereby deemed incorporated into this Agreement by reference. To the extent of any conflict between this Agreement and a respective SaaS Order Form, this Agreement shall prevail, unless and to the extent that the SaaS Order Form expressly states otherwise. It is understood that certain additional services which do not relate to the use and operation of the Platform are or may be subject to a separate and unrelated contract, provided that such contract expressly states that it does not form part of this Agreement (“Unrelated Agreement”). (as referenced in the Order Form). 3. Use of the Services. In order to access the Platform, Customer and/or Customer’s explicitly authorized employees (each, a “User”) may be required to set up an account (“Account”). Customer warrants and represents that all information submitted during the registration process is, and will thereafter remain, complete and accurate. Customer will ensure that the Users keep the Account login details secure at all times and comply with the terms of this Agreement. Customer shall be liable for all activities of its Users and all activities that occur under or in its Account and will be fully responsible for any breach of this Agreement and any document incorporated therein or ancillary thereto by a User. Unauthorized access or use of the Account and/or Platform must be immediately reported to the Irregular. Accounts are personal to the employee or person who set up the account and may not be transferred to any other employee. Transfer of accounts is subject to pre-approval by Irregular. 4. Fees 4.1 Fees. The Services are conditioned on Customer’s payment in full of the applicable subscription fees set forth in the Order Form and/or Order Form (“Fees”). All payments shall be made directly to Irregular. Following the Initial Subscription Term, Irregular reserves the right to change its fees at any time, and Customer shall be informed of such changes via an email and/or notification on the Platform prior to such changes (“Notification”). Should Customer not agree to the price changes, Customer’s sole remedy is to contact Irregular directly and to request to terminate its use of the Services prior to the effective date of the price changes as shall be detailed in the Notification. 4.2 General. Unless expressly stated otherwise in the Order Form: (a) all Fees are stated, and are to be paid, in U.S. Dollars; (b) all payments under this Agreement are non-refundable, and are without any right of set-off or cancellation; (c) all Fees are payable, and shall be invoiced, in advance, and shall be paid within 30 days of receipt of invoice; and (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of 1.5% per month and the highest amount permitted by applicable law. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties, which shall be borne and paid by Customer. If any such tax or duty has to be withheld or deducted from any payment under this Agreement, Customer shall gross up the payment under this Agreement by the amount to ensure that after such withholding or deduction, the Irregular shall receive a net amount equal to the full amount of the relevant price had the payment not been subject to tax withholding. 4.3 Suspension. Irregular reserves the right to temporarily suspend provision of Services: (a) if Customer is 7 days or more overdue on a payment; (b) if Irregular deems such suspension necessary as a result of Customer’s breach under Section 5 (Prohibited Uses); or (c) as required by law or at the request of governmental entities. 5. Prohibited Uses. Except as expressly permitted otherwise under this Agreement or in an Unrelated Agreement, without the prior written consent of the Irregular, Customer shall not, and shall not allow any User, or any third party to, directly or indirectly: (i) copy, modify, create derivative works of, make available or distribute, publicly perform, or display any part of the Platform (including by incorporation into its products), or any Documentation provided by Irregular in connection therewith or any reports which are generated by the Platform, or use the Services to develop any service or product that is the same as (or substantially similar to) it; (ii) sell, license, lease, assign, transfer, pledge, rent, sublicense, or share Customer’s rights under this Agreement with any third party (including but not limited to offering the Platform as part of a time-sharing, outsourcing or service bureau environment); (iii) disclose the results of any testing or benchmarking of the Platform to any third party without Irregular’s written prior consent; (iv) disassemble, decompile, decrypt, reverse engineer, extract, or otherwise attempt to discover the Platform’s source code or non-literal aspects; or (v) remove or alter any trademarks or other proprietary right notices displayed on or in the Platform; (vi) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce use limitations; (vii) export, make available or use the Services in any manner prohibited by applicable laws; (viii) store or transmit any malicious code (i.e., Platform viruses, Trojan horses, worms, robots, malware, spyware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful, destructive or damaging material in connection with the Services; (ix) use any “open source” or “copyleft software” in a manner that would require the Irregular to disclose the source code of the Platform to any third party; (x) use the Platform in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; and/or (xi) Notwithstanding anything to the contrary, use of the Platform or any of Irregular’s intellectual property for the purpose of training, fine-tuning, or enhancing machine learning models or artificial intelligence systems is strictly prohibited. 6. Mutual Warranties. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law. 7. Intellectual Property Rights 7.1 As between the Parties, Irregular is, and shall be, the sole and exclusive owner of all right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to (a) the Platform and all related Documentation and intellectual property and all related or generated outputs; (b) any and all improvements, derivative works, and/or modifications of/to the foregoing, regardless of inventorship or authorship; (c) any other deliverables and/or services which may be provided by Irregular hereunder, including the Professional Services; and (d) any creation of any Irregular technology, products, mitigations, concepts, designs, tools, capabilities and know-how however created or arising. Customer shall make, and hereby irrevocably makes, all assignments necessary or reasonably requested by Irregular to ensure and/or provide Irregular the ownership rights set forth in this Section. This Agreement does not convey to Customer any interest in or to the Platform, its Documentation and outputs other than a limited right to use the in accordance with Section 2.1. Nothing herein constitutes a waiver of Irregular’s intellectual property rights under any law. 7.2 If Irregular receives any feedback (which may consist of questions, comments, suggestions or the like) regarding any of the Platform and the Services (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback and in any and all results, outputs, derivatives, or materials arising from or created based on the Feedback (“Results”), shall belong exclusively to Irregular and the Feedback and it’s Results shall be considered Irregular’s Confidential Information (as defined below). Customer will not knowingly provide Irregular with Feedback that infringes upon third parties’ intellectual property rights. Customer hereby irrevocably and unconditionally transfers and assigns to Irregular all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that the use of the Feedback, if any, may be made by Irregular at its sole discretion and that Irregular in no way shall be obliged to make use of the Feedback. Feedback is provided as-is and Customer makes no representation or warranty regarding such Feedback. 7.3 Any anonymous information, which is derived from the use of the Platform (i.e., metadata, aggregated and/or analytics information) which is not personally identifiable information (“Analytics Information”) may be used for providing the Services, for development, and/or for statistical purposes. Such Analytics Information is Irregular’s exclusive property. 6.4 As between the Parties, Customer is, and shall be, the sole and exclusive owner of all of data and information owned by it inputted or uploaded to the Service or the Platform by it (“Inputs”). However, for Clarification purposes, Inputs do not include the Evaluation Design Tests created by Irregular for Customer’s use nor any modifications, improvements or enhancements thereto. 8. Third Party Components. The Platform may use or include third party open-source software, files, libraries or components that may be distributed to Customer and are subject to third party open-source license terms. A list of such components may be updated from time to time by the Irregular. Requests for receiving such open-source list and their respective license terms may be forwarded to prod-alerts@irregular.com. If there is a conflict between any open-source license and the terms of this Agreement, then the open-source license terms shall prevail but solely in connection with the related third party open-source software. Irregular makes no warranty or indemnity hereunder with respect to any third party open-source software 9. Confidentiality. Each Party may have access to certain non-public information of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure to a third party. The receiving Party’s obligations under this Section 9, with respect to any Confidential Information of the disclosing Party, shall not apply to and/or shall terminate if such information, as can be proved by records: (a) was already lawfully known to the receiving Party at the time of disclosure by the disclosing Party; (b) was disclosed to the receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving Party has become, generally available to the public; or (d) was independently developed by the receiving Party without access to, use of, or reliance on, the disclosing Party’s Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for the performance of its obligations under this Agreement (“Permitted Use”). The receiving Party shall only permit access to the disclosing Party’s Confidential Information only to those of its respective employees, consultants, affiliates and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving Party containing terms at least as restrictive as those contained herein; or (ii) are otherwise bound by a duty of confidentiality to the receiving Party at least as restrictive as the terms set forth herein; in any event, the receiving Party shall remain liable for any acts and/or omissions of such persons. The receiving Party will be allowed to disclose Confidential Information in the event that such disclosure is required by law or by the order of a court or similar judicial or administrative body, to the extent strictly required, provided that it promptly notifies the disclosing Party in writing (unless prohibited by law or a court order to do so) of such required disclosure to enable disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with disclosing Party in connection therewith. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party. Passwords. Customer is aware that Irregular reserves the right to issue Customer user logins and passwords for each of their Users authorized to access and use the Platform. In such case, Customer shall be and shall ensure that each of its respective Users is responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the User to which it was issued. Customer is solely responsible for any and all access and use of the Irregular Platform and Services that occurs using such logins and passwords. Customer shall restrict its Users from sharing passwords and agrees to promptly notify Irregular of any unauthorized use of any account or login and password issued to Customer’s Users or any other breach of security known to Customer. 10. DISCLAIMER OF WARRANTIES. Irregular represents and warrants that (a) to the Irregular’s knowledge, the Platform does not infringe upon the proprietary right of a third party; and (b) under normal authorized use, the Platform is expected to substantially perform in conformance with its Documentation as updated from time to time. Customer acknowledges that the Platform and Irregular’s technology and outputs are innovative and experimental in nature, and are constantly being developed and improved concurrently with the Term of the Agreement, and therefore there is currently no assurance as to their efficiency. As Customer’s sole and exclusive remedy and Irregular’s sole liability for breach of the warranty under Sub-Section 9(b), Irregular shall use commercially reasonable efforts to repair the Platform. The warranty set forth herein shall not apply if the failure of the Platform results from or is otherwise attributable to: (i) repair, maintenance or modification of the Platform by persons other than Irregular or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Platform by Customer; (iii) use of the Platform other than in accordance with the Documentation; or (iv) the combination of the Platform with equipment or software not authorized or provided by Irregular; or (v) reliance on or use of the Platform or its output contrary to the express warranty in Section (b) in the foregoing. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, THE SERVICES (INCLUDING PROFESSIONAL SERVICES) AND ANY OUTPUT WHICH MAY BE PROVIDED BY THE PLATFORM OR THE IRREGULAR HEREUNDER, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. IRREGULAR DOES NOT WARRANT THAT: (I) THE PLATFORM OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; AND/OR (II) THE PLATFORM OR SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION 6 AND THIS SECTION 10, IRREGULAR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. IRREGULAR WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. 11. LIMITATION OF LIABILITY. EXCEPT FOR ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, WILLFUL MISCONDUCT, AND/OR CUSTOMER’S MISAPPROPRIATION OR OTHERWISE VIOLATION OF IRREGULAR’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING VIOLATION OF THE PROHIBITED USES BY CUSTOMER) OR IRREGULAR’S FULFILLMENT OF ITS INDEMNIFICATION OBLIGATIONS UNDER Section 12 : (I) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, PROFITS, DATA, OR DATA USE, OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; (II) EITHER PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO IRREGULAR BY CUSTOMER IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. 12. Indemnification 12.1 Irregular agrees to defend, indemnify and hold harmless the Customer from and against all settlement amounts approved by Irregular (the “Approved Settlement Amounts”) and/or any liabilities, direct damages or losses, costs, fees (including reasonable legal fees), and expenses (“IP Damages”) in connection with any third party action or suit brought against Customer alleging that the Platform, when used as permitted under this Agreement, infringes intellectual property rights of a third party (“IP Infringement Claim”); and Irregular will pay, subject to the limitation set forth under this Section 12.1, the IP Damages awarded by a competent court’s final non-appealable resolution against Customer that are attributable to any such IP Infringement Claim, or the Approved Settlement Amounts, provided that (i) Customer promptly notifies Irregular in writing of such IP Infringement Claim; and (ii) Customer grants Irregular the sole authority to handle the defense or settlement of any such claim and provides Irregular with all reasonable information and assistance in connection therewith, at Irregular’s expense. Irregular will not be bound by any settlement that Customer enters into without Irregular’s prior written consent. Irregular’s liability to such IP Infringement Claim(s) for any Approved Settlement Amounts and/or IP Damages shall be limited to two times (2x) the total Fees paid by Customer under this Agreement per year of Services. 12.2 If the Platform becomes, or in Irregular’s opinion is likely to become, the subject of an IP Infringement Claim, then Irregular may, at its sole discretion: (a) procure for Customer the right to continue using the Platform; (b) replace or modify the Platform to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Irregular’s reasonable efforts, then Irregular may terminate this Agreement upon written notice to Customer, and Customer shall be entitled to receive a pro-rated refund of any prepaid Fees under such based on the remaining period of the Subscription Term. 12.3 This Section 12 states the Irregular’s entire liability, and Customer’s exclusive remedy, for any IP Infringement Claim or alleged or actual infringement. 12.4 Customer agrees to defend, indemnify and hold harmless Irregular from and against any liabilities, damages, losses, costs, fees (including reasonable legal fees), and expenses arising from or related to: (a) Customer’s breach of this Agreement, including the Prohibited Uses; (b) Customer’s Inputs; or (c) Customer’s use of the Platform in violation of applicable law. 13. Term and Termination 13.1 Term. This Agreement commences on the Effective Date and, unless terminated in accordance herewith, shall remain in full force and effect until the latest expiration or termination date of all Order Forms executed under this Agreement. 13.2 Termination for Breach. Each Party may terminate this Agreement immediately upon written notice to the other Party if the other Party commits a material breach under this Agreement and, if curable, fails to cure that breach within 30 days after receipt of written notice specifying the material breach. 13.3 Termination for Bankruptcy. Each Party may terminate this Agreement upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (a) a receiver is appointed for the other Party or its property, which appointment is not dismissed within 90 days; (b) the other Party makes a general assignment for the benefit of its creditors; (c) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within 90 days; or (d) the other Party is liquidating, dissolving or ceasing normal business operations. 13.4 Effect of Termination; Survival. Upon expiration or termination of this Agreement for any reason: (a) each Party shall promptly return or destroy (as directed) all Confidential Information received from the other Party, and all copies thereof; and (b) Customer shall: (i) immediately cease all access and use of the Services thereunder; (ii) return the Documentation and any copies thereof in its possession or control, to Irregular; and (iii) erase or otherwise destroy all copies of the Platform and Documentation in its possession, which are fixed or resident in the memory or hard disks of its devices. Following termination, all outstanding Fees and other charges that accrued as of termination will become immediately due and payable, and if necessary, Irregular shall issue a final invoice therefor. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement (including but not limited to “Intellectual Property Right”, “Confidentiality”, “Limitation of Liability” and “Miscellaneous”) shall so survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination. 14. Customer Reference. Irregular may disclose Customer as a customer of Irregular or user of the Platform, on Irregular’s website, marketing materials or otherwise. Upon Customer’s written request Irregular will remove such reference. 15. Dispute Resolution. 15.1 In the event of a disagreement or dispute between the Customer and Irregular relating to or arising from this Agreement the parties shall aim at amicably resolving any such dispute within 7 days as of a party’s notice of a disagreement, including with respect to any invoice disputed by Customer. In the event such disagreement or dispute cannot be settled or adjudicated informally, Irregular and the Customer agree that arbitration in accordance with the Federal Arbitration Act shall be the exclusive means of resolving such dispute, except for where injunctive relief is necessary to prevent irreparable harm. 15.2 Such disputes shall be submitted to the American Arbitration Association (“AAA”) for binding arbitration in accordance with the AAA’s commercial rules by a single arbitrator. Such arbitration shall be held in New York, New York. 15.3 Judgment upon any award rendered may be entered in any court of competent jurisdiction; provided, however, that the arbitrator shall have no authority to add to, modify, change or disregard any lawful terms of this Agreement. 16. Miscellaneous. This Agreement and any duly executed Order Form signed by the Irregular, represents the entire agreement between the Parties concerning the subject matter hereof, replaces all prior and contemporaneous oral or written understandings and statements, and may be amended only by a written agreement executed by both Parties. In the event of any contradictions between this Agreement and the terms of any duly executed Order Form signed by the Irregular, the terms of the Order Form shall prevail. Any terms and conditions printed, or linked to, within any Customer’s purchase order which are in addition to and/or inconsistent with the terms and conditions of this Agreement, shall be of no effect. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach shall not be deemed a waiver by that Party as to subsequent enforcement or actions in the event of future breaches. Any waiver granted hereunder must be in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable. Except as stated otherwise herein, this Agreement is for the sole benefit of the Parties hereto and nothing herein, express or implied, shall give, or be construed to give, any rights hereunder to any other person. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by Irregular in connection with a merger, consolidation, sale of all of the equity interests of Irregular, or a sale of all or substantially all of the assets of the Irregular to which this Agreement relates. Performance by the Irregular of its obligations hereunder through its wholly owned subsidiary shall not be deemed an assignment of this Agreement. Without derogating from and subject to the abovementioned, this Agreement will bind and benefit each Party and its respective successors and assigns. This Agreement shall be governed by and construed under the laws of New York, without reference to principles and laws relating to the conflict of laws. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Irregular may include Customer’s name and logo in its list of clients and on its website, and may otherwise refer to the professional relationship between the parties in public statements or marketing materials, to identify Customer as a user of Irregular’s services. Neither Party has any authority to enter into agreements of any kind on behalf of the other Party. Irregular will not be liable for any delay or failure to provide the Services resulting from circumstances or causes which are not foreseeable by the Irregular or which are beyond the control of Irregular and/or its wholly owned subsidiary through which the Services are provided, including, but not limited to workers’ strikes, global shortages, riots, insurrection, fires, floods, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, riots, acts of terrorism, earthquakes, explosions, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Irregular. Notices to either Party shall be deemed given (a) 3 business days after being mailed by airmail, postage prepaid, or (b) the same business day, if sent by email. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement. Schedule 1 - Service Level Agreement This Service Level Agreement (“SLA”) is an integral part of Pattern Labs Tech, Inc (“Irregular”) Terms of Service - Voyager (“Agreement”) and subject to the terms, conditions, disclaimers and limitations (including limitation of liability) set forth therein. Defined terms shall have the meaning ascribed to them in the Agreement, unless defined otherwise herein. This SLA provides certain remedies in the event that Irregular experiences Downtime (as defined below) as a result of failure of Irregular infrastructure. The overall Availability (as defined below) metric, to be provided on a reasonable efforts basis, is 98.5%, measured by Irregular on a monthly basis, as set forth herein (“SLA Metric”). TERM DEFINITIONS For the purpose of this SLA, the terms in bold are defined as follows: Available or Availability When Licensee’s account is active and enabled and Licensee has reasonable access to the Platform provided by Irregular for the intended use, subject to the exclusions defined in Downtime below. Business Hours GMT+2: Sunday - Thursday between 9:00 AM-18:00 PM, excluding holidays in Israel and days in which the banks are not working in Israel. Total Monthly Minutes The number of days in the month multiplied by 1,440 minutes per day. Maintenance Time The time period during which the Platform may not be Available each month so that Irregular can perform routine maintenance to maximize performance or upgrade the Platform, on an as needed basis. Downtime The total number of minutes that Licensee cannot access the Platform. The calculation of Downtime excludes time that Licensee is unable to access the Platform due to any of the following: (a) Maintenance Time (b) Licensee’s own Internet service provider (c) Force majeure event (d) Any systemic Internet failures (e) Any failure in Licensee’s own hardware, software or network connection (f) Licensee’s bandwidth restrictions (g) Licensee’s acts or omissions (h) Anything outside of the direct control of Company (i) Licensee’s failure to comply with User Responsibility, user qualifications and/or user requirements set forth below. Irregular’s Network The set of Platform’s machines that are available for the Licensee. Maintenance Notices Irregular will make reasonable efforts to communicate the date and time that Irregular intends to make the Platform unavailable via email at least forty-eight (48) hours in advance (or longer if practical). Licensee understands and agrees that there may be instances where Irregular needs to interrupt the Platform without notice in order to protect the integrity of the Platform due to security issues, virus attacks, spam issues or other unforeseen circumstances. Below are the Maintenance Windows and their definitions: Emergency Maintenance These change controls happen immediately with little notification ahead of time; however, Irregular will communicate such events via email the information soon after or during the change. Preventative Maintenance These change controls are when Irregular detects an item in the environment that Irregular needs to take action on, to avoid emergency change controls in the future. These change controls, if possible, will usually occur in low peak hours with peak being defined by our network metrics. Planned Maintenance These are change control’s being done to: - Support on-going product and operational projects to ensure optimal performance - Deploy non-critical service packs or patches. - Periodic redundancy testing. Where possible planned maintenance will occur on Sundays at 01:00 am to 05:00 am PT/PST (or as otherwise mutually agreed by the parties in writing from time to time); however, certain circumstances may preclude Irregular from doing so, such as an external vendor issuing a change control to Irregular, e.g. the power company alerting Irregular to perform power testing 48 hours ahead of time, etc. USER RESPONSIBILITY Minimum Requirements The required configurations Licensee must have to access the Platform include: - Online internet connection with the ability to establish SSH tunneling, and to communicate with the HTTP API Web-based Administration Interface The following apply only in case Irregular provides the Services by Web-based interface: Platform may include an interface that constitutes the Web-based Administration Interface provided to all users enabled with the Platform, therefore the users can manage their own account. Licensee should use discretion when granting internal administrative privileges to the Web-based Administration Interface. Irregular is not responsible for Downtime related to negligence in the Web-based Administration Interface and is unable to provide credits due to negligence in the Web-based Administration Interface. An example of negligence is Platform unavailability caused by reaching quota limits. Another negligence example is Platform disabled/deleted in error. Please note that the SLA does not include any back up or recovery Platform. SERVICE LEVELS Term of SLA This SLA shall only become applicable to the Platform upon ninety (90) days from the provisioning of the Platform. Measurement Irregular measures whether the Platform is Available and Licensee agrees that said Irregular’s measurement will be the sole basis for resolution of any dispute that may arise between Licensee and Irregular regarding this SLA. Availability is calculated based on the following formula: A = (T – M – D) / (T – M) x 100% A = Availability T = Total Monthly Minutes M = Maintenance Time D = Downtime REMEDY AND PROCEDURE Licensee’s sole remedy and the procedure for obtaining Licensee’s remedy in the event that Irregular fails to meet the SLA Metric set forth above are as follows: Level (to be determined by Irregular on a base-by-base basis at Irregular’s sole discretion) Definition Estimated Initial Response Time Critical An event and/or problem that has a significant business impact, or an immediate severe impact to a core business process or an operation that is mission critical to the business. The event and/or problem may render the Platform non-functional. 2 Business Hours of Irregular confirming the Support Notice. High An event and/or problem that has a major business impact or to a critical operation. The event and/or problem may severely limit the operations of the Platform. 9 Business Hours of Irregular confirming the Support Notice. Medium An event and/or problem that disrupts the operations of the Platform. A workaround is available and use of the Platform can continue. 18 Business Hours of Irregular confirming the Support Notice. Low An event and/or problem that has limited business impact, is not critical in nature, or does not have any significant impact. 3 business days of Irregular confirming the Support Notice. To qualify for remedy: (a) There must be a support ticket sent via email to support@irregular.com documenting the event within 24 hours of the service interruption; and (b) Licensee’s account must be in good standing with all invoices paid and up to date. Licensee must notify Irregular in writing within 24 hours of the service interruption by opening a support ticket which provides the following details (a “Support Notice”): (a) Subject of email must be: “Support Notice - <account-name>” (Licensee’s account name as registered with Irregular must be listed in place of ‘<account-name>’) (b) List the type of service that was affected (c) List the date the Downtime occurred including timestamp (d) List an estimate of the amount of actual Downtime (e) The exact API request that failed (f) Any information the Customer believes may be required for quick and effective resolution of the service interruption. The information provided in the Support Notice is subject to Irregular’s confirmation, which Irregular will endeavor to confirm within five (5) business days of receipt of the Support Notice. If Irregular cannot confirm the Downtime, then Licensee and Irregular agree to refer the matter to executives at each company for resolution. If Irregular confirms that Irregular is not in compliance with the SLA Metrics, Licensee will receive, as sole and exclusive remedy for any breach of the SLA/Platform/Agreement, Irregular’s response as set forth in the table above, solely for the affected SLA Metric. The remedy set forth herein is subject to the disclaimers and limitation on liability set forth in the Agreement. Last Updated: Feb-8, 2026.