YAKKL Business Services Agreement

The Agreement includes each Order Form, the Data Processing Addendum ("DPA"), AI and Agentic Services Terms, Acceptable Use Policy ("AUP"), Subscription and Credit Unit Terms, service-specific terms, documentation, and any support or service-level schedule expressly incorporated into an Order Form.

If provisions conflict, the following order controls: (1) a signed amendment expressly identifying the provision it changes; (2) the DPA for data-protection matters; (3) the Order Form; (4) service-specific terms; (5) AI and Agentic Services Terms; (6) Subscription and Credit Unit Terms; (7) AUP; and (8) this Agreement. An Order Form does not amend the DPA unless it expressly says so.

YAKKL grants Customer a non-exclusive, non-transferable right during the applicable Order Term to allow its employees, contractors, and other authorized natural persons for whom Customer has purchased access ("Users") to access and use the Services for Customer's internal business purposes and, where an Order permits, to integrate APIs or hosted Services into Customer applications for its end users.

Each paid license seat may be assigned to only one named User at a time. Customer may reassign a seat for a legitimate personnel or administrative change, but may not share credentials or concurrently use, rotate, or pool a seat among multiple people to avoid purchasing licenses. If YAKKL reasonably determines that multiple people are using one seat, Customer must stop the sharing. Each additional person who wants continued access must be assigned a separately purchased seat at the applicable contracted or then-current price. YAKKL may suspend the affected shared credential after notice if Customer does not cure the violation.

Customer is responsible for Users, account security, workspace settings, administrator actions, purchases, and use under its account. Customer will protect credentials, ensure that Users comply with the Agreement, promptly notify YAKKL of suspected unauthorized access, and cooperate in reasonable remediation. Customer may use supported APIs, automation, agents, integrations, and deployment features within purchased limits.

YAKKL may update the Services. If an update materially reduces the core functionality of a paid generally available Service during an Order Term, YAKKL will give reasonable notice and work in good faith on a replacement, migration, or workaround. Beta, preview, evaluation, and no-charge features may change or end at any time.

Service levels, support response times, implementation duties, and professional services apply only if stated in an Order Form or incorporated schedule.

Each Order Form identifies the Services, quantities, Users or seats, term, fees, payment schedule, and renewal terms. Self-service orders may be completed through checkout. Customer is responsible for purchases made by authorized purchasing administrators and for use exceeding included quantities where usage-based billing is enabled.

Unless an Order states otherwise, subscriptions renew for successive periods equal to the initial term until either Party gives notice of non-renewal at least 30 days before renewal. Fees are non-cancelable and non-refundable except where the Agreement or law expressly provides otherwise. Customer will pay invoices when due and is responsible for applicable taxes other than taxes on YAKKL's net income.

YAKKL may suspend affected Services for undisputed overdue amounts after reasonable notice. Customer must raise a good-faith invoice dispute promptly and pay undisputed amounts. Customer will not initiate a payment-card or bank dispute for an amount charged in accordance with the Agreement without first raising an invoice dispute with YAKKL; the authorized-charge and payment-dispute provisions of the Subscription and Credit Unit Terms apply. Subscription and CU details are governed by the Subscription and Credit Unit Terms and the Order.

"Customer Data" means prompts, instructions, source code, repository content, files, plans, messages, tool inputs and results, hosted content, personal data, and other material submitted to or made available through the Services by Customer or its Users. "Output" means code, text, plans, artifacts, responses, actions, or other results generated for Customer through the Services. As used in any terms incorporated into this Agreement, "Customer Content" means Customer Data, and "Content" means Customer Data together with Output.

As between the Parties, Customer retains all rights in Customer Data and owns Output to the extent permitted by law. YAKKL assigns to Customer any right, title, and interest YAKKL may have in Output. Output may not be unique and may contain third-party or open-source material governed by separate rights or licenses.

Customer grants YAKKL a non-exclusive, worldwide license during the Term to host, copy, transmit, modify, and otherwise process Customer Data only as reasonably necessary to provide, secure, maintain, support, and administer the Services; follow Customer's documented instructions; prevent abuse; and comply with law.

YAKKL will not use Customer Data or Output to train an AI model and will not authorize a third party to do so on YAKKL's behalf. A separate, explicit Customer agreement is required to change this rule. A general right to process Customer Data, acceptance of this Agreement, or a product analytics setting is not training consent.

YAKKL personnel do not inspect Customer Data as part of ordinary product analytics. Personnel access is limited to support Customer requests, security or abuse investigation, legal compliance, or operation of a managed feature that cannot be provided through automated processing alone. Access must be authorized and appropriately logged or recorded.

YAKKL may collect technical logs and measurements about use of the Services ("Usage Data") for billing, capacity, routing, reliability, security, support, analytics, and operation. Usage Data excludes Customer Data. YAKKL may own and use Usage Data that has been aggregated or de-identified so it cannot reasonably identify Customer or a User, and will not attempt to re-identify it except to test de-identification safeguards or comply with law.

Customer represents it has all rights and notices required to provide Customer Data and instruct YAKKL to process it. Customer is responsible for the legality, quality, and accuracy of Customer Data and its use of Output.

The DPA applies when YAKKL processes personal data in Customer Data as Customer's processor or service provider. Each Party will comply with its applicable data-protection obligations.

YAKKL will maintain reasonable administrative, technical, and organizational safeguards appropriate to the Services and risk. No system is completely secure. Customer is responsible for its devices, identity provider, Users, permissions, credentials, BYOK keys, custom endpoints, repositories, backups, deployment approvals, and configurations outside YAKKL's control.

Customer Data stored only on Customer-controlled devices is not transferred to YAKKL. If Customer enables YAKKL cloud storage, logs, managed execution, retrieval, or hosting, the applicable retention period is determined by the Order, plan, product settings, and DPA. Customer may delete eligible Customer Data through available controls. Deletion may not immediately remove limited backup, security, billing, legal-hold, or incident records.

Customer administrators may provision and remove Users; configure retention, routing, providers, permissions, and integrations; access workspace Content and activity records; and control Customer's workspace. Customer is responsible for giving Users legally required notices about administrator access and monitoring.

If Customer provides a Customer application or hosted service to end users, Customer is responsible for its end-user terms, privacy notices, consents, moderation, support, accessibility, security, and legal compliance. YAKKL has no direct obligation to Customer's end users unless required by law or separately agreed.

Customer may route requests directly from a customer-controlled client to a provider using Customer credentials, or to a custom endpoint selected by Customer. Those providers and endpoints are chosen and controlled by Customer, operate under their own terms, and are not YAKKL subprocessors for data YAKKL never receives.

If Customer selects YAKKL-managed or YAKKL-routed execution, YAKKL may process and route Customer Data through subprocessors listed in YAKKL's then-current subprocessor register. Managed execution may consume CU or incur fees. YAKKL may replace a provider or model for availability, capability, safety, security, legal, or cost reasons, subject to the Agreement and material-change commitments.

Customer is responsible for third-party accounts, credentials, custom endpoints, integrations, extensions, connectors, tools, protocol servers, charges, terms, and configurations it selects. YAKKL is responsible for its own Services, but not third-party services outside its control.

AI Output may be inaccurate, incomplete, insecure, biased, offensive, outdated, non-unique, or unsuitable. Code may contain bugs, vulnerabilities, incompatible licenses, or third-party material. Agentic features may perform consequential Actions against files, shells, repositories, infrastructure, applications, or third-party services when authorized by Customer.

Output and Actions can appear correct, complete, and confident while still being wrong; Customer is responsible for validating all Output and Actions before relying on them. Customer controls permissions, approval gates, and deployment decisions and is responsible for human review, testing, backups, security review, license review, and validation appropriate to the use. Neither Output nor the Services are a substitute for legal, financial, tax, medical, security, or other professional advice. The AI and Agentic Services Terms apply.

"Confidential Information" means non-public information disclosed by a Party that is marked confidential or reasonably should be understood as confidential, including Customer Data, security information, product plans, pricing, business information, and the terms of negotiated Orders. It excludes information that the recipient can document: (a) is public without breach; (b) was lawfully known without restriction; (c) was lawfully received from a third party without confidentiality duty; or (d) was independently developed without use of Confidential Information.

The recipient will use Confidential Information only to perform or exercise rights under the Agreement; protect it with at least reasonable care and no less care than its own similar information; and disclose it only to personnel, affiliates, advisers, and contractors who need to know and are bound by confidentiality obligations. The recipient may disclose information when legally required after giving advance notice where lawful and reasonable assistance at the discloser's expense.

These duties continue for five years after disclosure, except trade secrets and Customer Data remain protected as long as applicable law or their nature requires.

YAKKL and its licensors retain all rights in the Services, software, documentation, models owned by YAKKL, workflows, interfaces, and technology, including improvements not derived from Customer Data. No implied licenses are granted.

If Customer voluntarily provides feedback about YAKKL, Customer grants YAKKL a perpetual, worldwide, irrevocable, royalty-free right to use it without identifying Customer. Feedback excludes Customer Data and Confidential Information merely included in a support interaction.

Open-source and third-party components remain subject to their licenses and terms.

If expressly approved by Customer in an Order Form, YAKKL may identify Customer as a YAKKL customer and use Customer's name, trademarks, and logo in ordinary sales and marketing collateral in any medium, including YAKKL's website, social channels, customer lists, presentations, and factual infographics. YAKKL acquires no ownership in Customer's marks. Any goodwill from an authorized use benefits Customer, and YAKKL will follow brand guidelines Customer makes reasonably available.

The general approval above does not authorize a case study, testimonial, quotation, endorsement, press release, or paid advertisement featuring Customer. Each such use requires separate specific written approval. No use may falsely imply Customer endorses YAKKL or continue after the applicable approval or Order Term ends, except that materials already printed or irrevocably committed to production need not be recalled.

Customer and Users must comply with the AUP, applicable law, sanctions, and export controls. Customer may not use the Services to violate rights, gain unauthorized access, distribute malicious code, evade safeguards, or facilitate unlawful or harmful activity. Customer may not use the Services or Output to develop, train, or improve an AI model or service that competes with the Services. Supported automation and good-faith authorized security work are permitted.

Each Party warrants that it has authority to enter the Agreement. YAKKL warrants that generally available paid Services will perform materially in accordance with applicable documentation under normal use. Customer's exclusive remedy for breach is for YAKKL to use commercially reasonable efforts to correct the nonconformity or provide a materially comparable Service or substitute service credit. If no such remedy is legally sufficient, YAKKL will provide the remedy required by applicable law.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT, ACTIONS, AND THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EACH PARTY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE.

YAKKL DOES NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE UNINTERRUPTED, SECURE, ACCURATE, COMPLETE, ERROR-FREE, OR SUITABLE FOR CUSTOMER'S PURPOSE; THAT OUTPUT WILL BE UNIQUE; OR THAT CUSTOMER DATA WILL NOT BE LOST OR ALTERED.

YAKKL IP indemnity. YAKKL will defend Customer against a third-party claim that Customer's authorized use of a generally available paid Service infringes a U.S. patent, copyright, or trademark, and will pay resulting damages and settlements approved by YAKKL. YAKKL has no obligation for claims arising from Customer Data, Output, third-party models or services, open-source components, Customer modifications, combinations not supplied by YAKKL, continued use after notice, or use contrary to the Agreement. YAKKL may modify or replace the affected Service or terminate the affected feature. This section states Customer's exclusive remedy for such claims.

Customer indemnity. Customer will defend YAKKL and its affiliates and personnel against third-party claims arising from Customer Data or hosted content; Customer's products or end-user relationships; Customer's violation of the Agreement, law, or third-party rights; or Customer's use of Output or Actions, and will pay resulting damages and settlements approved by Customer. This does not apply to the extent caused by YAKKL's breach, gross negligence, or willful misconduct.

The indemnified Party must give prompt notice, reasonable cooperation at the indemnifying Party's expense, and control of the defense and settlement. A settlement may not admit fault, impose non-monetary duties, or impair rights of the indemnified Party without consent.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, GOODWILL, BUSINESS, OPPORTUNITY, OR DATA; BUSINESS INTERRUPTION; OR SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF YAKKL AND ITS AFFILIATES, PERSONNEL, LICENSORS, AND SUPPLIERS ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE APPLICABLE AMOUNT BELOW FOR THE AFFECTED SERVICE FOR THE SIX MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM OR SERIES OF RELATED CLAIMS:

1. Team or Business: fees actually paid by Customer and attributable to the number of purchased license seats, capped at five seats.
2. Enterprise: fees actually paid by Customer and attributable to the number of purchased license seats, capped at ten seats, unless an Order Form signed by authorized representatives expressly states a different liability cap for the negotiated Enterprise purchase.
3. Other business plan (including business use under an Orchestrator plan): the amount expressly identified in the applicable Order Form; if the Order Form is silent, the Team or Business formula above applies.

The tier names above are the tiers defined in the Subscription and Credit Unit Terms; the tier identified in the Order Form or checkout record controls, including under any successor tier name. Seat-based amounts are calculated using the average per-seat fees actually paid: the total fees paid for the affected Service and allocable to the applicable six-month service period, divided by the total purchased seats, multiplied by the capped seat number. For a monthly, annual, discounted, bundled, or otherwise nonstandard price, the calculation uses the actual fees paid and allocable to the applicable number of seats and six-month service period, regardless of the invoice or prepayment date. The cap is aggregate for all claims under the Agreement and does not renew or multiply based on Users, seats beyond the applicable limit, Orders, Services, events, claims, legal theories, affiliates, or claimants.

The indirect-damages exclusion does not apply to a Party's willful misconduct or fraud, breach of confidentiality, or indemnification obligations. The cap does not apply to Customer's payment obligations, violation of YAKKL intellectual-property rights, or either Party's willful misconduct, fraud, or indemnification obligations.

The limitations do not limit liability or remedies that cannot legally be waived or limited. They apply regardless of legal theory and even if a remedy fails of its essential purpose.

This Agreement begins when accepted and continues until all Orders end. Either Party may terminate for material breach not cured within 30 days after notice, or immediately if the breach is not curable. Either Party may terminate if the other becomes insolvent, enters bankruptcy proceedings not dismissed within 60 days, or ceases business.

YAKKL may suspend affected Services for urgent security risk, unlawful use, AUP violation, nonpayment, legal requirement, or a provider event that makes continued service materially unsafe or unavailable. YAKKL will limit suspension to what is reasonably necessary, give notice where practicable, and restore access after the cause is cured.

On expiration or termination, Customer's access ends, unpaid amounts become due, and each Party will return or delete Confidential Information as required by the Agreement and DPA. Customer should export Customer Data before the applicable retention window ends.

If YAKKL discontinues a paid Service for reasons other than Customer breach, YAKKL will use commercially reasonable efforts to migrate Customer to a materially comparable YAKKL service without increasing the recurring subscription price during the current paid term and to preserve economically equivalent treatment for unexpired purchased CU. If a comparable migration is unavailable, YAKKL may continue the Service through the term, provide substitute value or credits, or follow another remedy agreed in the Order or required by law. Cash refunds are not provided except where law requires them.

Before formal proceedings, the Parties will attempt in good faith for 60 days to resolve a dispute through executives with settlement authority. Notices must describe the facts and requested relief.

The Agreement is governed by Delaware law, excluding conflict-of-law rules. Unresolved disputes will be determined by confidential, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by one arbitrator experienced in technology contracts. Proceedings should be remote when reasonable; otherwise the hearing will occur in Bartow County, Georgia, or another agreed location. Either Party may seek temporary injunctive relief in a court of competent jurisdiction for unauthorized access, confidentiality, or intellectual-property misuse. Each Party waives jury trial to the extent permitted by law.

Neither Party may assign the Agreement without the other's consent, except to an affiliate or in connection with a merger, reorganization, financing, or sale of all or substantially all of the assets or business to which the Agreement relates, provided the assignee assumes the obligations. If Customer assigns the Agreement to a direct competitor of YAKKL, YAKKL may terminate the affected Orders on 30 days' written notice to protect its Confidential Information. Any assignment in violation of this section is ineffective.

Notices under the Agreement must be in writing. Notices to YAKKL go to legal@yakkl.com and the verified corporate address in the Order. Notices to Customer go to the Order contact. Routine operational notices may be sent in-product or by email.

Neither Party is liable for delay or failure caused by events beyond reasonable control, except payment obligations. The Agreement is the entire agreement about its subject and supersedes prior proposals and representations. Amendments must be signed or accepted through an expressly authorized online amendment process. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder continues. No waiver is continuing. No third party is a beneficiary except indemnified parties and suppliers expressly protected by disclaimers or liability limits.

Sections concerning fees, ownership, confidentiality, disclaimers, indemnity, liability, disputes, and provisions that by nature should survive will survive.

• Support: support@yakkl.com
• Privacy: privacy@yakkl.com
• Legal notices: legal@yakkl.com
• Security: security@yakkl.com

YAKKL, Inc.