AIEMPLOYEE.STUDIO

EMPLOYEE/AGENT CLICKWRAP LICENSE AGREEMENT

Enterprise Deployment

Last Updated: May 15, 2026 | Subject to Nevada Law

NOTICE OF BINDING AGREEMENT — PLEASE READ CAREFULLY

BY ENTERING YOUR LOGIN CREDENTIAL TO ACCESS THE AIEMPLOYEE.STUDIO ENVIRONMENT, OR BY ACCESSING, BUILDING WITHIN, OR USING THE AIEMPLOYEE.STUDIO PLATFORM, ANY AI EMPLOYEE, ANY AGENT, OR THE AGENT BUILDER IN ANY MANNER, YOU AGREE TO BE LEGALLY BOUND BY ALL TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ENTER YOUR LOGIN CREDENTIAL OR ACCESS THE PLATFORM. Your continued use of the platform constitutes your ongoing acceptance of this Agreement, as amended from time to time by Licensor upon notice.

1. PARTIES, SCOPE, AND DEFINITIONS

Parties. This AIEmployee.Studio Agent Clickwrap License Agreement (this “Agreement”) is between T Labs LLC, a Nevada LLC (“Licensor,” “we,” or “us”), and the person or entity identified as follows (“Client,” “you,” or “your”): (a) if you are accessing or using the AIEmployee.Studio platform on behalf of a company, organization, or other legal entity, “Client” means that entity, and the individual accepting this Agreement represents and warrants that they have full legal authority to bind that entity to this Agreement; or (b) if you are accessing or using the AIEmployee.Studio platform as an individual and not on behalf of any entity, “Client” means you personally, and you agree to be individually and personally bound by all terms of this Agreement. In either case, the individual clicking through or otherwise accepting this Agreement is also personally bound by the representations, warranties, and obligations set forth herein to the extent they act outside the scope of any authority granted by Client.

The following definitions apply throughout this Agreement:

“AIEmployee.Studio” means Licensor’s proprietary web-based platform, accessible at AIEmployee.Studio, through which Authorized Users may access the Agent Builder, browse and manage the AI Employee Directory, and launch, configure, and interact with AI Employees and/or Agents.

“AI Employee” or “Agent” means any AI-powered software worker or autonomous agent created, listed, or deployed through the AIEmployee.Studio platform, including all associated workflows, configuration files, prompt architectures, connectors, plugins, updates, and documentation, made available for Client’s internal business use. References to “AI Employee” and “Agent” are interchangeable throughout this Agreement and encompass both current and future product terminology Licensor may adopt.

“Agent Builder” means the tools and interfaces within AIEmployee.Studio that allow Authorized Users to create, configure, and customize AI Employees or Agents.

“AI Employee Directory” means the curated listing of available AI Employees or Agents within AIEmployee.Studio that Authorized Users may browse, select, and launch.

“AI Models” means all third-party artificial intelligence foundation models and services integrated into or utilized by the platform from time to time, including without limitation models and services provided by Anthropic, PBC; OpenAI, LLC; Google LLC (including DeepMind and Alphabet Inc. affiliates); Microsoft Corporation (including Azure OpenAI Services); Amazon Web Services (including Bedrock); Meta Platforms, Inc.; Mistral AI; Cohere, Inc.; and any other AI model provider whose technology Licensor may incorporate into the platform (“AI Vendors”). The list of AI Vendors may change as Licensor updates the platform.

“AI Vendor Terms” means the terms of service, acceptable use policies, enterprise agreements, and all other governing terms and conditions of each AI Vendor, as amended from time to time by each respective AI Vendor. Current AI Vendor Terms are accessible at each AI Vendor’s public documentation portal. The AI Vendor Terms of the primary vendors as of the Last Updated date above include, without limitation: Anthropic Commercial Terms (https://www.anthropic.com/legal/commercial-terms); OpenAI Terms of Service (https://openai.com/policies/terms-of-use); Google Terms of Service and Generative AI Additional Terms (https://policies.google.com/terms); Microsoft Azure Terms (https://azure.microsoft.com/en-us/support/legal/). Client is responsible for reviewing and monitoring updates to all applicable AI Vendor Terms.

“Authorized Users” means Client’s employees and contractors authorized by Client to access the AIEmployee.Studio platform, AI Employees, or Agents.

“Client Data” means all data, content, and information submitted by Client or Authorized Users to the AIEmployee.Studio platform, any AI Employee, any Agent, or the Agent Builder.

“Feedback” means any comments, suggestions, ratings, error reports, usage data, and performance information provided by Client regarding the AIEmployee.Studio platform, AI Employees, or Agents.

“Output” means any text, data, analysis, report, model, recommendation, synthetic media, images, audio, video, or other AI-generated content generated by the AIEmployee.Studio platform, any AI Employee, or any Agent.

2. LICENSE GRANT AND RESTRICTIONS

2.1 Grant.

Subject to this Agreement, Licensor grants Client a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the AIEmployee.Studio platform, AI Employees, Agents, and the Agent Builder solely for: (a) Client’s internal business operations; or (b) if Client is an individual, Client’s own personal or professional use.

2.2 Restrictions.

Client shall not, and shall ensure Authorized Users do not:

(a) sublicense, resell, time-share, or make the AIEmployee.Studio platform, any AI Employee, or any Agent available to any third party, including as a service bureau or managed service offering;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive, reconstruct, or discover any source code, algorithms, prompt architectures, workflows, or underlying logic of the AIEmployee.Studio platform, any AI Employee, or any Agent;

(c) use the AIEmployee.Studio platform, any AI Employee, any Agent, or any Output in violation of any applicable law or regulation, including without limitation rules and regulations promulgated by the CFTC, FERC, SEC, FINRA, or any other applicable federal, state, local, or foreign regulatory authority;

(d) use the AIEmployee.Studio platform, any AI Employee, any Agent, or the Agent Builder to: (i) generate, distribute, or facilitate the distribution of any content that is illegal, defamatory, harassing, threatening, or fraudulent; (ii) collect, process, or transmit personal data in violation of applicable privacy laws, including without limitation CCPA, GDPR, or HIPAA; (iii) infringe, misappropriate, or violate any third-party intellectual property, privacy, or publicity rights; (iv) engage in or facilitate market manipulation, securities fraud, wire fraud, or any deceptive trade practice; (v) develop, deploy, or distribute malware, spyware, or any code designed to damage, disrupt, or gain unauthorized access to any system or network in violation of applicable law, including without limitation the Computer Fraud and Abuse Act (CFAA) or analogous state or foreign laws; (vi) generate synthetic media, deepfakes, or other AI-generated content intended to deceive or defraud any person or entity; or (vii) violate any applicable export control laws or regulations, including U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), or any sanctions programs administered by the U.S. Office of Foreign Assets Control (OFAC) or any analogous foreign authority;

(e) use the AIEmployee.Studio platform, any AI Employee, or any Agent to autonomously generate regulatory filings, execute or place trades, or take any other consequential action in a regulated market without prior human review and approval;

(f) use the AIEmployee.Studio platform, any AI Employee, or any Agent in any manner inconsistent with any applicable AI Vendor Terms;

(g) use the Agent Builder to create AI Employees or Agents designed to circumvent, deceive, or harm any person or entity, to impersonate any real individual or entity without authorization, to generate deceptive or misleading content at scale, or to automate any activity that would itself violate this Section 2.2 if performed directly by Client;

(h) remove, alter, or obscure any proprietary notices, branding, or attribution displayed within the AIEmployee.Studio platform, any AI Employee, or any Agent; or

(i) use the AIEmployee.Studio platform, any AI Employee, any Agent, or any Output to engage in any form of discrimination on the basis of race, color, religion, sex, national origin, age, disability, or any other characteristic protected under applicable federal, state, local, or foreign law, including without limitation in connection with employment decisions, credit, housing, healthcare, or access to public accommodations.

2.3 AI Vendor Terms Passthrough.

BY USING THE PLATFORM, CLIENT AGREES TO BE BOUND BY ALL APPLICABLE AI VENDOR TERMS OF EVERY AI VENDOR WHOSE TECHNOLOGY IS INCORPORATED INTO THE PLATFORM. CLIENT ACKNOWLEDGES THAT: (I) THE AI VENDOR TERMS ARE BETWEEN CLIENT AND EACH RESPECTIVE AI VENDOR; (II) LICENSOR IS NOT A PARTY TO, AND ASSUMES NO RESPONSIBILITY FOR, THE AI VENDOR TERMS OR ANY AI VENDOR’S ACTIONS; (III) AI VENDOR TERMS MAY CHANGE WITHOUT NOTICE FROM LICENSOR; AND (IV) CERTAIN AI VENDOR TERMS MAY IMPOSE ADDITIONAL RESTRICTIONS ON CLIENT’S PERMITTED USE. IN THE EVENT OF CONFLICT BETWEEN THIS AGREEMENT AND ANY AI VENDOR TERMS WITH RESPECT TO THE APPLICABLE AI MODELS, THE AI VENDOR TERMS SHALL CONTROL SOLELY AS TO THOSE AI MODELS. CLIENT IS SOLELY RESPONSIBLE FOR MONITORING, REVIEWING, AND COMPLYING WITH ALL APPLICABLE AI VENDOR TERMS.

2.4 No Ownership of AI Models.

Nothing in this Agreement grants Client any ownership interest in the AI Models. All rights in the AI Models are reserved by the respective AI Vendors.

3. FEEDBACK RIGHTS

3.1 Assignment.

Client irrevocably assigns to Licensor all right, title, and interest in and to all Feedback, including all intellectual property rights, throughout the world and in perpetuity. To the extent any Feedback cannot be assigned as a matter of law, Client grants Licensor an irrevocable, perpetual, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, distribute, and create derivative works from such Feedback for any purpose.

3.2 Unfettered Use.

Licensor may use Feedback for any purpose without restriction, without attribution to Client, and without compensation, including to improve, train, fine-tune, benchmark, and develop the platform and any other products or services. Licensor may share Feedback with AI Vendors and other service providers. Licensor will use good faith efforts to de-identify or anonymize Client Data prior to use for model improvement, but makes no warranty that de-identification will be complete or effective, and Client acknowledges that Licensor has no obligation to de-identify data that is already aggregated or anonymized.

4. DISCLAIMER OF WARRANTIES

4.1 As-Is Basis.

THE AIEMPLOYEE.STUDIO PLATFORM, THE AGENT BUILDER, ALL AI EMPLOYEES, ALL AGENTS, ALL OUTPUTS, AND ALL AI MODELS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR MAKES NO WARRANTY THAT THE AIEMPLOYEE.STUDIO PLATFORM, ANY AI EMPLOYEE, ANY AGENT, OR THE AGENT BUILDER WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, SECURE, OR FREE FROM VULNERABILITIES, UNAUTHORIZED ACCESS, OR DATA LOSS.

4.2 Client Acknowledgments.

CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT:

(A) AI MODELS, AI EMPLOYEES, AND AGENTS MAY PRODUCE INACCURATE, INCOMPLETE, BIASED, OR MISLEADING OUTPUTS, AND SUCH OUTPUTS MAY VARY ACROSS SESSIONS EVEN FOR IDENTICAL INPUTS;

(B) OUTPUTS DO NOT CONSTITUTE LEGAL, FINANCIAL, TAX, TRADING, INVESTMENT, COMPLIANCE, OR REGULATORY ADVICE, AND SHOULD NOT BE TREATED AS SUCH REGARDLESS OF HOW THEY ARE FRAMED OR PRESENTED;

(C) CLIENT IS SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING ALL OUTPUTS BEFORE ANY RELIANCE, AND FOR APPLYING APPROPRIATE HUMAN JUDGMENT AND EXPERTISE BEFORE ACTING ON ANY OUTPUT;

(D) NO OUTPUT SHOULD BE THE SOLE BASIS FOR ANY TRADE, REGULATORY FILING, RISK MANAGEMENT DECISION, EMPLOYMENT DECISION, CREDIT OR LENDING DECISION, HEALTHCARE DECISION, OR OTHER CONSEQUENTIAL ACTION;

(E) OUTPUTS MAY CONTAIN CONTENT THAT IS BIASED, DISCRIMINATORY, OR OTHERWISE INCONSISTENT WITH APPLICABLE ANTI-DISCRIMINATION LAWS, INCLUDING LAWS GOVERNING EMPLOYMENT, CREDIT, HOUSING, AND HEALTHCARE; CLIENT IS SOLELY RESPONSIBLE FOR REVIEWING ALL OUTPUTS BEFORE USE IN ANY SUCH CONSEQUENTIAL DECISION-MAKING CONTEXT AND FOR ENSURING SUCH USE COMPLIES WITH APPLICABLE LAW;

(F) THE AIEMPLOYEE.STUDIO PLATFORM, AI EMPLOYEES, AGENTS, AND THE AGENT BUILDER MAY NOT COMPLY WITH APPLICABLE PRIVACY LAWS, INCLUDING WITHOUT LIMITATION CCPA, GDPR, HIPAA, OR OTHER FEDERAL, STATE, LOCAL, OR FOREIGN DATA PROTECTION LAWS; CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER ITS USE OF THE PLATFORM AND ANY OUTPUTS IS COMPLIANT WITH ALL APPLICABLE PRIVACY AND DATA PROTECTION LAWS AND FOR OBTAINING ALL REQUIRED CONSENTS FROM DATA SUBJECTS;

(G) LICENSOR MAKES NO WARRANTY THAT USE OF THE AIEMPLOYEE.STUDIO PLATFORM, ANY AI EMPLOYEE, ANY AGENT, OR ANY OUTPUT WILL COMPLY WITH CFTC, FERC, SEC, FINRA, OR ANY OTHER APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN REGULATORY REQUIREMENTS; CLIENT IS SOLELY RESPONSIBLE FOR ENSURING ITS USE OF THE PLATFORM COMPLIES WITH ALL APPLICABLE REGULATORY OBLIGATIONS;

(H) LICENSOR MAKES NO WARRANTY THAT THE AIEMPLOYEE.STUDIO PLATFORM, ANY AI EMPLOYEE, ANY AGENT, OR THE AGENT BUILDER COMPLIES WITH APPLICABLE EXPORT CONTROL LAWS OR SANCTIONS PROGRAMS, INCLUDING WITHOUT LIMITATION EAR, ITAR, OR ANY OFAC SANCTIONS PROGRAMS; CLIENT IS SOLELY RESPONSIBLE FOR ENSURING ITS ACCESS TO AND USE OF THE PLATFORM COMPLIES WITH ALL APPLICABLE EXPORT CONTROL AND SANCTIONS REQUIREMENTS; AND

(I) AI EMPLOYEES AND AGENTS CREATED THROUGH THE AGENT BUILDER ARE CONFIGURED AND DEPLOYED BY CLIENT; LICENSOR MAKES NO WARRANTY AS TO THE SUITABILITY, ACCURACY, SAFETY, LEGALITY, OR FITNESS FOR ANY PURPOSE OF ANY AI EMPLOYEE OR AGENT CREATED BY CLIENT USING THE AGENT BUILDER, AND CLIENT IS SOLELY RESPONSIBLE FOR ALL AI EMPLOYEES AND AGENTS IT CREATES, DEPLOYS, OR MAKES AVAILABLE TO AUTHORIZED USERS.

4.3 AI Vendor Disclaimer.

LICENSOR MAKES NO WARRANTIES REGARDING ANY AI VENDOR’S MODELS OR SERVICES, INCLUDING AS TO ACCURACY, AVAILABILITY, SECURITY, UPTIME, OR FITNESS FOR ANY PURPOSE. THE AI VENDORS’ OWN WARRANTY DISCLAIMERS, AS SET FORTH IN THE RESPECTIVE AI VENDOR TERMS, ARE HEREBY INCORPORATED BY REFERENCE. LICENSOR IS NOT RESPONSIBLE FOR ANY FAILURE, DEGRADATION, DISCONTINUATION, OR CHANGE IN CAPABILITY OF ANY AI VENDOR’S MODELS OR SERVICES, INCLUDING ANY SUCH CHANGE THAT MATERIALLY AFFECTS THE FUNCTIONALITY OF THE AIEMPLOYEE.STUDIO PLATFORM, ANY AI EMPLOYEE, OR ANY AGENT.

4.4 No Warranty as to Agent Builder Outputs.

LICENSOR MAKES NO WARRANTY THAT AI EMPLOYEES OR AGENTS CREATED BY CLIENT THROUGH THE AGENT BUILDER WILL PERFORM AS INTENDED, PRODUCE ACCURATE OR RELIABLE OUTPUTS, OR OPERATE IN A MANNER CONSISTENT WITH CLIENT’S INTENDED USE CASE. CLIENT ACCEPTS FULL RESPONSIBILITY FOR TESTING, VALIDATING, AND MONITORING ALL AI EMPLOYEES AND AGENTS IT CREATES PRIOR TO AND FOLLOWING DEPLOYMENT.

5. LIMITATION OF LIABILITY AND INDEMNIFICATION

5.1 Exclusion of Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, MEMBERS, OR AFFILIATES BE LIABLE FOR:

(A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;

(B) LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS;

(C) TRADING LOSSES, MISSED MARKET OPPORTUNITIES, OR DAMAGES ARISING FROM RELIANCE ON ANY OUTPUT IN CONNECTION WITH ANY TRADE, INVESTMENT, OR MARKET POSITION;

(D) REGULATORY FINES, PENALTIES, SANCTIONS, OR COMPLIANCE COSTS OF ANY KIND, INCLUDING WITHOUT LIMITATION THOSE IMPOSED BY THE CFTC, FERC, SEC, FINRA, OFAC, OR ANY OTHER FEDERAL, STATE, LOCAL, OR FOREIGN REGULATORY OR GOVERNMENTAL AUTHORITY;

(E) COST OF SUBSTITUTE SERVICES, REPLACEMENT SYSTEMS, OR PROCUREMENT OF ALTERNATIVE TECHNOLOGY;

(F) DAMAGES ARISING FROM THE ACTS OR OMISSIONS OF ANY AI VENDOR, INCLUDING WITHOUT LIMITATION ANY FAILURE, DEGRADATION, DISCONTINUATION, CHANGE IN CAPABILITY, OR BREACH BY ANY AI VENDOR;

(G) DAMAGES ARISING FROM ANY AI EMPLOYEE OR AGENT CREATED BY CLIENT THROUGH THE AGENT BUILDER, INCLUDING ANY CLAIM BY A THIRD PARTY ARISING FROM CLIENT’S DEPLOYMENT OR USE OF ANY SUCH AI EMPLOYEE OR AGENT;

(H) DAMAGES ARISING FROM ANY BIASED, DISCRIMINATORY, OR UNLAWFUL OUTPUT, INCLUDING ANY CLAIM ARISING UNDER APPLICABLE ANTI-DISCRIMINATION, PRIVACY, OR DATA PROTECTION LAWS IN CONNECTION WITH CLIENT’S USE OF ANY OUTPUT; OR

(I) DAMAGES ARISING FROM ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR DISCLOSURE OF CLIENT’S DATA TRANSMITTED THROUGH THE PLATFORM, TO THE EXTENT SUCH ACCESS, ALTERATION, OR DISCLOSURE IS ATTRIBUTABLE TO CLIENT’S OWN ACTS OR OMISSIONS OR TO AN AI VENDOR’S SYSTEMS OR INFRASTRUCTURE — REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.2 Aggregate Liability Cap.

LICENSOR’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OR THEORY OF ACTION, SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00). THE PARTIES ACKNOWLEDGE THAT THIS LIMITATION REFLECTS A REASONABLE ALLOCATION OF RISK, IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THAT LICENSOR WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT IT.

5.3 Exceptions.

NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS IN SECTIONS 5.1 AND 5.2 SHALL NOT APPLY TO: (A) CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 5.4; (B) DAMAGES ARISING FROM CLIENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (C) LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

5.4 Client Indemnification.

Client shall indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, members, and affiliates from and against all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising from or relating to:

(a) Client’s access to or use of the AIEmployee.Studio platform, any AI Employee, any Agent, or any Output;

(b) Client’s use of the Agent Builder, including any AI Employee or Agent created, configured, deployed, or made available to any third party by Client using the Agent Builder;

(c) Client’s violation of this Agreement, including any restriction set forth in Section 2.2;

(d) Client’s violation of any applicable AI Vendor Terms;

(e) Client’s violation of any applicable law or regulation, including without limitation anti-discrimination laws, privacy and data protection laws, export control laws, sanctions programs, and financial regulatory requirements;

(f) any claim by a data subject, regulator, or third party arising from Client’s collection, processing, or transmission of personal data through the platform in violation of applicable privacy laws;

(g) any claim by a third party arising from Client’s use of any Output in any employment, credit, housing, healthcare, or other consequential decision-making context; or

(h) any claim by a third party arising from Client’s deployment or use of any AI Employee or Agent created through the Agent Builder, including any claim alleging that such AI Employee or Agent caused harm, violated applicable law, or infringed any third-party right.

5.5 Indemnification Procedure.

Licensor shall: (a) promptly notify Client in writing of any claim for which indemnification is sought, provided that failure to provide timely notice shall not relieve Client of its indemnification obligations except to the extent Client is materially prejudiced by such failure; (b) grant Client sole control of the defense and settlement of such claim, provided that Client shall not settle any claim that imposes any obligation, restriction, or liability on Licensor without Licensor’s prior written consent, which shall not be unreasonably withheld; and (c) provide Client with reasonable cooperation and assistance in the defense of such claim at Client’s expense.

6. DATA, PRIVACY, CONFIDENTIALITY, AND MODEL TRAINING

6.1 Client Data Ownership.

Client retains ownership of all Client Data. Client grants Licensor a non-exclusive, worldwide, royalty-free license to access, process, store, and use Client Data: (a) as necessary to operate, maintain, and provide the AIEmployee.Studio platform and all associated AI Employees and Agents; and (b) to train, fine-tune, improve, benchmark, and develop Licensor’s proprietary AI models, AI Employees, Agents, and related products and services, as further described in Section 6.3 below. Client represents and warrants that: (i) Client owns or has all necessary rights, licenses, and consents to submit Client Data to the platform; (ii) Client’s submission and Licensor’s use of Client Data as described in this Agreement does not and will not violate any applicable law, regulation, or third-party right; and (iii) Client has provided all required notices to, and obtained all required consents from, data subjects whose personal data is included in Client Data, including all consents required under applicable privacy laws.

6.2 Client Data — Privacy Compliance.

Client is solely responsible for ensuring that its collection, use, and submission of Client Data to the platform complies with all applicable privacy and data protection laws, including without limitation the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), the Health Insurance Portability and Accountability Act (HIPAA), and any other applicable federal, state, local, or foreign privacy laws. Licensor makes no representation that the platform is configured to meet the requirements of any particular privacy law or regulatory framework. Client shall not submit to the platform any data that Client does not have the legal right to process and share in the manner contemplated by this Agreement.

6.3 Model Training and Platform Improvement.

CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT LICENSOR MAY USE CLIENT DATA, USAGE DATA, FEEDBACK, OUTPUTS, AND ALL INTERACTIONS WITH THE AIEMPLOYEE.STUDIO PLATFORM, AI EMPLOYEES, AGENTS, AND THE AGENT BUILDER TO TRAIN, FINE-TUNE, IMPROVE, BENCHMARK, EVALUATE, AND DEVELOP LICENSOR’S PROPRIETARY AI MODELS AND RELATED PRODUCTS AND SERVICES (“MODEL TRAINING”). BY ACCESSING OR USING THE PLATFORM, CLIENT GRANTS LICENSOR AN IRREVOCABLE, PERPETUAL, WORLDWIDE, ROYALTY-FREE, SUBLICENSABLE LICENSE TO USE CLIENT DATA AND ALL ASSOCIATED INTERACTION DATA FOR MODEL TRAINING PURPOSES.

Licensor will use good faith efforts to de-identify or anonymize Client Data prior to use for Model Training; however, Licensor does not warrant that de-identification or anonymization will be complete or that re-identification will not be possible. Client acknowledges that there is no opt-out from Model Training use, and that this license survives termination of this Agreement. Client should not submit to the platform any data that Client does not wish to be used for Model Training.

6.4 AI Vendor Data Processing.

Client acknowledges that Client Data submitted through the AIEmployee.Studio platform may be transmitted to and processed by AI Vendors pursuant to their respective AI Vendor Terms. Licensor will use good faith efforts to configure the platform and its agreements with AI Vendors to limit or disallow AI Vendor processing of Client Data for AI Vendors’ own model training, product improvement, or other purposes beyond those strictly necessary to provide inference and platform functionality; however, Licensor does not guarantee that such efforts will be successful, and Client acknowledges that Licensor’s ability to restrict AI Vendor data processing is subject to the terms, technical capabilities, and cooperation of each AI Vendor. Licensor makes no representation as to any AI Vendor’s data retention policies or security measures, and is not responsible for any AI Vendor’s processing of Client Data beyond what Licensor has expressly agreed to restrict. Client is responsible for reviewing the applicable AI Vendor Terms to understand each AI Vendor’s current data practices. Zero Data Retention arrangements are not available through Licensor. Client requiring zero data retention or other specialized data handling arrangements must negotiate such arrangements directly with the applicable AI Vendors.

6.5 Export Controls and Sanctions Compliance.

Client represents and warrants that neither Client nor any Authorized User is located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. government sanctions, or is listed on any U.S. government restricted party list, including without limitation the OFAC Specially Designated Nationals and Blocked Persons List, the Bureau of Industry and Security Entity List, or the Denied Persons List. Client shall not access or use the AIEmployee.Studio platform, any AI Employee, any Agent, or the Agent Builder in any manner that would cause Licensor or any AI Vendor to violate applicable export control laws, including without limitation the Export Administration Regulations (EAR) or the International Traffic in Arms Regulations (ITAR), or any applicable sanctions programs administered by OFAC or any analogous foreign authority. Client shall immediately notify Licensor if Client becomes aware of any actual or potential violation of this Section 6.5.

6.6 Confidentiality — Licensor Information Only.

This Section 6.6 imposes confidentiality obligations on Client only with respect to Licensor’s information. Licensor is not bound by any confidentiality obligation to Client under this Agreement. Nothing in this Agreement restricts Licensor’s ability to disclose, share, or use any information Client submits to or generates through the platform.

Client shall maintain all non-public information disclosed by Licensor to Client in connection with this Agreement, including information about the AIEmployee.Studio platform, its technology, architecture, prompt structures, workflows, pricing, business operations, and any other proprietary information Licensor shares with Client (“Licensor Confidential Information”), in strict confidence, using at least the same degree of care Client uses to protect its own confidential information of similar sensitivity, but in no event less than reasonable care.

Client shall not disclose Licensor Confidential Information to any third party without Licensor’s prior written consent, except:

(a) to Client’s employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; or

(b) as required by applicable law, regulation, or order of a governmental authority, provided that Client gives Licensor prompt prior written notice to the extent permitted by law and reasonably cooperates with Licensor’s efforts to seek a protective order or other appropriate relief.

Client shall use Licensor Confidential Information solely for the purpose of accessing and using the AIEmployee.Studio platform as permitted under this Agreement, and for no other purpose.

7. TERM AND TERMINATION

7.1 Term.

This Agreement commences upon Client’s first access to or use of the AIEmployee.Studio platform, any AI Employee, any Agent, or the Agent Builder, and continues until terminated in accordance with this Section 7.

7.2 Termination for Convenience.

Either Party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to the other Party.

Notwithstanding Section 7.2 (a), if Client has been granted access to the platform on a complimentary, trial, courtesy, or other no-charge basis, Licensor may suspend or terminate such access at any time, for any reason or no reason, immediately and without prior notice or liability to Client. Client acknowledges that complimentary or trial access does not create any entitlement to continued access or any obligation on Licensor’s part to platform availability.

7.3 Termination for Cause.

Licensor may terminate this Agreement immediately, without notice or cure period, upon the occurrence of any of the following:

(a) Client’s material breach of any provision of this Agreement that is not cured within ten (10) days after Licensor provides written notice of such breach, except that no cure period shall apply to breaches of Sections 2.2, 6.3, 6.5, or any breach that by its nature is not capable of cure;

(b) Client’s violation of Section 2.2 (Restrictions), including without limitation any unauthorized use of the platform, the Agent Builder, any AI Employee, or any Agent;

(c) Client’s violation of applicable export control laws or OFAC sanctions programs;

(d) Client’s use of the platform, any AI Employee, any Agent, or the Agent Builder in any manner that exposes Licensor or any AI Vendor to liability under applicable law or regulation;

(e) Client’s use of the Agent Builder to create any AI Employee or Agent in violation of Section 2.2(g);

(f) Client’s insolvency, general assignment for the benefit of creditors, or the filing of any voluntary or involuntary bankruptcy or similar proceeding by or against Client that is not dismissed within sixty (60) days; or

(g) any action or omission by Client that Licensor reasonably determines poses an immediate risk of harm to Licensor, any AI Vendor, any third party, or the integrity or security of the AIEmployee.Studio platform.

7.4 Suspension.

In addition to and without limiting Licensor’s termination rights, Licensor may immediately suspend Client’s and any Authorized User’s access to the AIEmployee.Studio platform, any AI Employee, any Agent, or the Agent Builder, without notice or liability, if: (a) Licensor reasonably believes Client or any Authorized User is engaged in or about to engage in any activity that violates this Agreement or applicable law; (b) any AI Vendor suspends or restricts Licensor’s access to the applicable AI models in a manner that affects Client’s access; (c) Client’s use of the platform poses a security risk to Licensor or any third party; or (d) required by applicable law, regulation, or order of a governmental authority. Licensor will use good faith efforts to provide Client with notice of any suspension promptly after imposing it, to the extent permitted by law. Suspension does not limit Licensor’s right to subsequently terminate this Agreement.

7.5 Effect of Termination.

Upon expiration or termination of this Agreement for any reason: (a) all licenses granted to Client under this Agreement terminate immediately; (b) Client shall immediately cease all access to and use of the AIEmployee.Studio platform, all AI Employees, all Agents, and the Agent Builder; (c) Client shall destroy or return, at Licensor’s election, all Licensor Confidential Information in Client’s possession; and (d) any AI Employees or Agents created by Client through the Agent Builder shall be disabled and Client shall have no further right to access, export, or use any such configurations, workflows, or prompt architectures. Licensor has no obligation to retain or provide Client with any Client Data, AI Employee configurations, or Agent configurations following termination, except as required by applicable law.

7.6 Survival.

The following provisions survive termination or expiration of this Agreement for any reason: Section 3 (Feedback Rights); Section 4 (Disclaimer of Warranties); Section 5 (Limitation of Liability and Indemnification); Section 6.1 (to the extent of the Model Training license granted thereunder); Section 6.3 (Model Training); Section 6.5 (Export Controls); Section 6.6 (Confidentiality — Client’s obligation to protect Licensor Confidential Information disclosed prior to termination); Section 7.5 (Effect of Termination); Section 7.6 (Survival); and Section 8 (General Provisions).

8. GENERAL PROVISIONS

8.1 Governing Law.

This Agreement is governed by the laws of the State of Nevada, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

8.2 Dispute Resolution; Arbitration.

Except as provided in Section 8.3, all disputes, claims, or controversies arising out of or relating to this Agreement, the AIEmployee.Studio platform, any AI Employee, any Agent, the Agent Builder, or any Output, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator in Clark County, Nevada. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The Parties agree that the arbitration shall be conducted on an individual basis and that neither Party may bring any claim as a class action, consolidated action, or representative proceeding.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION WITH RESPECT TO ANY CLAIM ARISING UNDER OR RELATED TO THIS AGREEMENT.

8.3 Injunctive and Equitable Relief.

Notwithstanding Section 8.2, either Party may seek temporary restraining orders, preliminary or permanent injunctions, or other equitable relief in any court of competent jurisdiction without first submitting to arbitration, where such relief is necessary to prevent irreparable harm, protect Licensor Confidential Information, or enforce intellectual property rights. Licensor may seek such relief in any court of competent jurisdiction without posting bond or other security. The seeking of such relief shall not waive either Party’s right to arbitrate the underlying dispute.

8.4 Entire Agreement; Amendment.

This Agreement, together with any order forms, exhibits, or addenda incorporated herein by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to such subject matter. Licensor may update or modify this Agreement at any time by providing notice to Client, which may include notice via the AIEmployee.Studio platform interface, email, or any other reasonable means of communication. Client's continued access to or use of the AIEmployee.Studio platform, any AI Employee, any Agent, or the Agent Builder following the effective date of any such update constitutes Client's acceptance of the updated Agreement. Client is responsible for reviewing this Agreement periodically. If Client does not agree to any update, Client must cease all use of the platform and provide written notice of termination to Licensor in accordance with Section 7.2.

8.5 Assignment.

Client may not assign, transfer, delegate, or sublicense this Agreement or any of its rights or obligations hereunder, in whole or in part, without Licensor’s prior written consent, which may be withheld in Licensor’s sole discretion. Any purported assignment in violation of this Section 8.5 is null and void. Licensor may freely assign this Agreement, in whole or in part, without Client’s consent, including in connection with a merger, acquisition, change of control, reorganization, or sale of all or substantially all of Licensor’s assets. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

8.6 Severability.

If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall continue in full force and effect. If such modification is not possible, the invalid or unenforceable provision shall be severed from this Agreement without affecting the validity or enforceability of the remaining provisions.

8.7 Waiver.

No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by the waiving Party to be effective.

8.8 Third-Party Beneficiaries.

Each AI Vendor is an intended third-party beneficiary of Sections 2.3, 2.4, 4, and 6.4 of this Agreement solely with respect to provisions pertaining to their respective AI Models and AI Vendor Terms. Except as expressly set forth in this Section 8.8, this Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns, and nothing in this Agreement shall create or be deemed to create any rights in any third party.

8.9 Acceptance by Access.

Client agrees that accessing the AIEmployee.Studio platform by entering a login credential or by any other means of access, and thereafter using the platform, any AI Employee, any Agent, or the Agent Builder in any manner, constitutes Client’s acceptance of and agreement to be legally bound by all terms of this Agreement, with the same legal force and effect as a handwritten signature, pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., applicable Nevada electronic signature laws, and the legal doctrine of assent by conduct. Client waives any right to contest the validity or enforceability of this Agreement on the basis that no button was clicked or wet signature was obtained. Licensor shall display this Agreement, or a conspicuous link to this Agreement, on the login credential entry screen and/or within the platform interface. Client’s entry of the login credential constitutes Client’s representation that they have read, understood, and agreed to this Agreement in its entirety.

8.10 No Legal, Financial, or Professional Advice.

Nothing in this Agreement, and nothing in any Output generated by the AIEmployee.Studio platform, any AI Employee, or any Agent, constitutes or should be construed as legal, financial, investment, tax, accounting, compliance, or regulatory advice of any kind. All Outputs are for informational purposes only. Client should consult qualified legal, financial, tax, compliance, and regulatory professionals before making any decision or taking any action based on any Output, particularly in connection with regulated activities in commodities, energy, financial, or other regulated markets. Licensor expressly disclaims any liability arising from Client’s reliance on any Output as professional advice.

8.11 Notices.

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered: (a) when delivered by hand with written confirmation of receipt; (b) one (1) business day after deposit with a nationally recognized overnight courier service; (c) three (3) business days after mailing by certified U.S. mail, return receipt requested, postage prepaid; or (d) upon transmission by email with confirmation of receipt by the receiving Party. Notices to Licensor shall be sent to T Labs LLC at the address or email address on file with Client at the time of notice. Notices to Client shall be sent to the address or email address provided by Client to Licensor or on file with Licensor, as subsequently updated by Client in writing. Notwithstanding the foregoing, notices of amendments to this Agreement under Section 8.4 may be provided by any of the methods described in Section 8.4 and are not required to follow the formal notice requirements of this Section 8.11.

8.12 Client Representations.

Client represents and warrants, as of the date of first acceptance and on a continuing basis throughout the Term, that: (a) if Client is an entity, Client is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; if Client is an individual, Client represents that they are at least eighteen (18) years of age and have the legal capacity to enter into this Agreement; (b) the individual accepting this Agreement on Client’s behalf has full authority to bind Client to this Agreement; (c) Client’s entry into and performance of this Agreement does not violate any other agreement to which Client is a party; (d) Client has implemented and maintains reasonable internal policies and procedures to ensure that all Authorized Users comply with this Agreement; and (e) Client will promptly notify Licensor if Client becomes aware of any actual or suspected violation of this Agreement by any Authorized User or any unauthorized access to or use of the platform.

8.13 Force Majeure.

Neither Party shall be liable for any failure or delay in performance under this Agreement to the extent caused by circumstances beyond that Party’s reasonable control, including without limitation acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, labor disputes, power outages, internet or telecommunications failures, or failure of third-party service providers, including AI Vendors. The affected Party shall provide prompt written notice to the other Party and shall use commercially reasonable efforts to resume performance as soon as practicable. If a force majeure event continues for more than sixty (60) days, either Party may terminate this Agreement upon written notice without liability, except for payment obligations accrued prior to the force majeure event.

8.14 Eligibility.

The AIEmployee.Studio platform is intended solely for use by individuals who are at least eighteen (18) years of age and have the legal capacity to enter into binding contracts under applicable law. By accepting this Agreement, Client represents that Client meets these eligibility requirements. Licensor reserves the right to terminate any account that Licensor reasonably believes is held by a person who does not meet these requirements.

ACCEPTANCE — AGREEMENT BY ACCESS

BY ENTERING YOUR LOGIN CREDENTIAL TO ACCESS THE AIEMPLOYEE.STUDIO ENVIRONMENT, OR BY ACCESSING, BUILDING WITHIN, OR USING THE AIEMPLOYEE.STUDIO PLATFORM, ANY AI EMPLOYEE, ANY AGENT, OR THE AGENT BUILDER IN ANY MANNER, YOU REPRESENT, WARRANT, AND AGREE THAT:

(1) YOU HAVE BEEN PROVIDED WITH, AND HAVE HAD THE OPPORTUNITY TO READ, THIS AGREEMENT IN ITS ENTIRETY PRIOR TO ENTERING YOUR LOGIN CREDENTIAL;

(2) IF ACCESSING ON BEHALF OF AN ENTITY, YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT; OR IF ACCESSING AS AN INDIVIDUAL, YOU ARE PERSONALLY BOUND BY THIS AGREEMENT AND REPRESENT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE;

(3) YOU AGREE TO BE LEGALLY BOUND BY ALL TERMS OF THIS AGREEMENT, INCLUDING ALL APPLICABLE AI VENDOR TERMS INCORPORATED HEREIN BY REFERENCE;

(4) YOU EXPRESSLY CONSENT TO LICENSOR’S USE OF CLIENT DATA FOR MODEL TRAINING AS DESCRIBED IN SECTION 6.3, AND ACKNOWLEDGE THAT THERE IS NO OPT-OUT FROM SUCH USE; AND

(5) YOU ACKNOWLEDGE THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 8.2 THAT AFFECT YOUR LEGAL RIGHTS.

IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, DO NOT ENTER YOUR LOGIN CREDENTIAL AND DO NOT ACCESS THE PLATFORM. TO REJECT THESE TERMS, CONTACT LICENSOR AT: LEGAL@TLABS.COM.