Terms of Service

FriedmannAI Inc. ("FriedmannAI", "we", "us", "our") provides artificial intelligence (AI)-assisted financial-planning tools and related analytics for licensed advisors and financial professionals.

Anyone who visits, accesses or uses, whether as a guest or a registered user ("User", "you", "your"), our website https://www.friedmann.ai/, any applicable subdomains thereof, any applications, mobile applications, functionalities, content, materials, or other online services provided by FriedmannAI ("Platform") agrees to be bound by the following terms and conditions ("Terms of Service").

The Terms of Service govern your use of the Platform, including, but not limited to, all features, functionalities, applications, updates, notifications, interfaces, and all related content and software.

These Terms of Service constitute a binding legal agreement and are entered into by and between you and FriedmannAI.

You acknowledge that you have read and agree to these Terms of Service. If you do not agree to the Terms of Service, you are not permitted to use the Platform.

We may update or modify these Terms of Service from time to time. If we make material changes that affect your rights, we will provide you with at least thirty (30) days' advance written notice via email to your registered email address and by prominent notice on the Platform. Material changes include changes to pricing, payment terms, liability limitations, dispute resolution procedures, data processing practices or core functionality of the Platform. Your continued use of the Platform after the effective date of such changes constitutes your acceptance of the updated Terms of Service. If you do not agree to the updated Terms, you must cease using the Platform and may terminate your account in accordance with Section 14.

To the extent that you or your employer (to the extent you are using the Platform in your capacity as an agent of your employer) has entered into another written agreement with FriedmannAI that contains terms that directly conflict with any terms of these Terms of Service, then the conflicted terms set forth in such other agreement will control.

Any access or use of the Platform by anyone under the age of 18 is prohibited.

By agreeing to these Terms of Service, you represent and warrant that you are 18 years of age or older and have the legal capacity to enter into and abide by these Terms of Service.

You will need to set up an account to use some of the features of the Platform. You must provide accurate, complete and up-to-date information when registering an account on our Platform.

You are responsible for keeping your login credentials private. Do not share your login credentials with others.

We reserve the right to refuse or revoke the use of any username at our sole discretion.

You are solely responsible for any use and activity under your account.

Transferring your account to someone else or allowing someone else to use your login credentials is not permitted.

FriedmannAI is not responsible for any losses or damages that may result from unauthorized use of your account.

You must notify FriedmannAI's privacy officer, Ameen Neami at team@friedmann.ai, if you become aware of or suspect any unauthorized access to your account or any breach of privacy or security involving our Platform. FriedmannAI Inc. reserves the right to take appropriate action in such cases, including suspension or termination of your account and legal measures, to protect its interests and the security of its Platform.

Subject to these Terms of Service and any other agreement between you and us, FriedmannAI grants to Users a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use our Platform solely in the manner enabled by us.

This license grants you access to FriedmannAI's financial planning tool, which is offered to assist your professional judgment, not to replace it. You must exercise independent professional judgment in all client interactions and advice.

You acknowledge and agree that:

• you are solely responsible for ensuring that your use of the Platform complies with all applicable laws, regulations, and professional standards governing your provision of financial advisory services, including but not limited to securities laws, investment advisor regulations, anti-money laundering requirements, and professional conduct rules applicable to financial advisors in your jurisdiction; and
• you are solely responsible for determining whether any financial plan, recommendation, investment strategy, or other advice you provide to your clients is appropriate based on each client's individual financial circumstances, objectives, and risk tolerance.

You acknowledge that FriedmannAI does not provide legal or regulatory compliance advice and makes no representations regarding the compliance of your use of the Platform with applicable laws or regulations.

The foregoing license grant is not a sale of any aspect of our Platform. We retain all rights, titles and interests in our Platform, and we reserve all rights not expressly granted under these Terms.

You must not:

• Use the Platform in any way that causes, could be reasonably expected to cause, or is intended to cause damage to the Platform or impairment of the availability or accessibility of the Platform; or in any way which is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
• Use the Platform to copy, store, host, transmit, send, use, publish, or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software.
• Conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction, and data harvesting) on or in relation to our Platform without our express written consent.
• Republish material from the Platform (including republication on another website)
• Sell, rent, or sub-license material from the Platform
• Reproduce, duplicate, copy, or otherwise exploit material on our Platform for a commercial purpose
• Develop, support, or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Platform or otherwise copy profiles and other data from the Platform.
• Remove or modify any copyright, trademark, legal notices, or other proprietary notations from the Proprietary Materials or any other content available on the Platform;
• Violate or attempt to violate the Platform's security mechanisms, attempt to gain unauthorized access to the Platform or assist others to do so, or otherwise breach the security of the Platform or corrupt the Platform in any way.
• generate, distribute, or use AI-generated content from the Platform for regulatory filings, compliance reports, legal documents or client-facing materials without appropriate human review, verification, and professional oversight; nor
• USE OUR SERVICES IF YOU ARE A COMPETITOR, FOR PURPOSES OF MONITORING THE SERVICES' AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PROCESS.

If you violate any of the above terms or any other terms herein, FriedmannAI may, in its sole discretion, immediately suspend or terminate your right to access the Platform, without prior notice and without liability. FriedmannAI reserves the right to investigate suspected violations and cooperate with law enforcement authorities regarding any illegal or unauthorized use of the Platform.

The Platform contains copyrighted materials, trademarks, proprietary and confidential information, and intellectual property of FriedmannAI and its licensors (collectively, "Proprietary Materials"), including without limitation source code, algorithms, models, video, text, software, photos, graphics, images, music, and sound. You agree not to modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Materials. Proprietary Materials may only be accessed through the Platform, and not by or from any other site or means. The right of access to the Platform does not grant you any right to download or store any Proprietary Materials in any medium, except as permitted by the limited license granted under these Terms of Service.

FriedmannAI reserves all intellectual property rights to Proprietary Materials, other than as specifically granted under the applicable license granted you under these Terms of Service. No posting, copying, transmission, retransmission, distribution, redistribution, publication, republication, decompilation, disassembling, reverse engineering, or otherwise reproducing, storing, transmitting, modifying, or commercially exploiting any Proprietary Materials in any form or by any means, for any purpose, is permitted without our express written permission.

The entire Platform is protected by copyright. Complying with all applicable copyright and other intellectual property laws is your responsibility. We reserve all rights in and to the Platform unless we expressly state otherwise.

If you provide feedback on the Platform, including recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary. You hereby assign to FriedmannAI all right, title, and interest in and to any feedback provided to us, and FriedmannAI shall have the unrestricted right to use, implement, and exploit such feedback without compensation, attribution, or further obligation to you.

Any other trademarks, service marks, and logos used on the Platform are the trademarks, service marks, or logos of their respective owners. Friedmann is using these third-party trademarks, service marks, or logos with the permission of the trademark owner or for identification purposes only.

We may, in appropriate circumstances and at our sole discretion, remove or disable access to any materials on the Platform that we believe (or are notified of) may infringe on the rights of others.

In these Terms of Service, "User Content" means material (including without limitation text, images, audio material, video material, research data and audio-visual material) that you submit to the Platform, for the sole purpose of using the Platform.

We do not claim any ownership rights in any User Content. You have sole responsibility for all of your User Content. You acknowledge and agree that FriedmannAI and its affiliates will not be responsible for any deletion, corruption, or loss of any User Content or any failure of the Platform to manage User Content. We strongly recommend that you backup all data prior to using the Platform.

Your User Content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law). It is strictly prohibited to submit User Content to the Platform if it is or has been subject to threat of or actual legal proceedings or other similar complaints.

As part of the Platform, FriedmannAI collects, stores, maintains, transmits, and uses certain information about the Platform and our users, including, without limitation, information you provide about yourself, such as your name, email, and username; file metadata, such as filenames and paths; names and descriptions you assign to endpoints, collections, bookmarks, flows, indices, and transfers; definitions of flows and functions; information about how and whom you want to grant rights and permissions to use the Platform; and log data. FriedmannAI may use this information for any lawful purpose, including for delivering and improving the Platform, marketing, and research. The ways in which FriedmannAI collects, stores, and uses personal information is set forth in our Privacy Policy.

By using the Platform, you grant FriedmannAI a limited, non-exclusive, worldwide, non-transferable right, on a royalty-free basis, with a right to sublicense this right only to independent contractors, subcontractors, or other non-employees involved in providing the Platform, to process User Content on your behalf solely for the purposes of providing services.

You represent, warrant and covenant that, prior to uploading, submitting, or otherwise providing any personal information or other information relating to your clients or any third parties ("Client Data") to the Platform, you have obtained and will maintain all necessary consents, authorizations and permissions required under applicable laws, including PIPEDA and any applicable privacy legislation for the jurisdiction in which you are accessing and using the Platform.

You shall provide clear and comprehensive notice to your clients regarding: (a) the collection, use, storage, and disclosure of their Client Data; (b) that their Client Data will be shared with and processed by FriedmannAI through the Platform; (c) that Client Data may be processed using AI and machine learning technologies; (d) the purposes for which their Client Data will be used; (e) how they may withdraw consent; and (f) any other information required under applicable privacy laws.

You acknowledge that while FriedmannAI implements appropriate security measures for data processed through the Platform, you remain responsible for ensuring your own compliance with PIPEDA and all other applicable privacy laws with respect to Client Data you provide to the Platform.

Please review the Privacy Policy for more information on how we manage the safety and privacy of personal information.

FriedmannAI will not use Client Data or any personal information to train, tune, improve, or develop FriedmannAI's AI models, machine learning algorithms, or other artificial intelligence systems, except as expressly permitted by these Terms of Service.

If you provide feedback, corrections, or annotations to AI outputs (for example, by indicating that a recommendation was helpful or unhelpful, or by correcting AI-generated content), FriedmannAI may use such feedback to improve the Platform and its AI features. Such feedback will be considered non-confidential and non-proprietary.

The AI features provided within our Platform are intended to assist and enhance financial-planning, however, you acknowledge and understand that AI is imperfect and may generate incomplete or inaccurate content.

You acknowledge that the Platform's AI features may generate identical or similar outputs for different users, and FriedmannAI does not grant you exclusive rights to any particular AI output.

Users are solely responsible for determining whether any AI-generated content is appropriate for financial planning, investment, investment strategy, security or related transaction based on financial circumstances, objectives and risk tolerance as applicable.

You acknowledge and understand that all AI-generated content from the Platform i) is for information only; ii) should be reviewed for accuracy; and iii) does not constitute legal, tax or investment advice.

You acknowledge and understand that you must not use the Platform to make fully automated decisions or execute transactions without meaningful human oversight and control.

BY USING THE AI FEATURES INTEGRATED WITH OUR PLATFORM, YOU ACCEPT THE POTENTIAL FOR AI-GENERATED ERRORS OR OMISSIONS. FRIEDMANNAI DOES NOT GUARANTEE THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT GENERATED BY ANY OF ITS AI FEATURES. YOU ACKNOWLEDGE AND AGREE THAT ANY USE OF AI THROUGH FRIEDMANNAI IS AT YOUR OWN RISK, AND FRIEDMANNAI SHALL NOT BE LIABLE FOR ANY ERRORS OR OMISSIONS IN ANY AI-GENERATED CONTENT OR ANY ACTIONS TAKEN BASED ON SUCH CONTENT. YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR USE OF AI FEATURES COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS.

FriedmannAI implements and maintains commercially reasonable security measures consistent with industry standards for SaaS providers handling sensitive financial data, including encryption, access controls, regular security assessments, and monitoring procedures designed to protect User Content and Client Data against unauthorized access, use, disclosure, or destruction.

In the event FriedmannAI becomes aware of any unauthorized access to, disclosure of, or acquisition of User Content or Client Data stored on the Platform that compromises the security, confidentiality, or integrity of such data (a "Security Incident"), FriedmannAI will:

• Notify you without undue delay and in any event within seventy-two (72) hours of becoming aware of the Security Incident, unless a longer period is necessary to determine the scope and impact of the Security Incident;
• Provide you with sufficient information about the Security Incident to enable you to meet any obligations to report or disclose the Security Incident to relevant stakeholders, regulatory authorities, or affected individuals, including: (i) the nature of the Security Incident; (ii) the categories and approximate number of individuals and data records affected; (iii) the likely consequences of the Security Incident; and (iv) the measures taken or proposed to be taken to address the Security Incident and mitigate its possible adverse effects;
• Take prompt action to investigate the Security Incident and implement reasonable measures to mitigate the harm and prevent future Security Incidents;
• Provide reasonable cooperation and assistance to you in connection with your investigation of the Security Incident and compliance with applicable laws; and
• Not make any public statements or notifications regarding the Security Incident that reference you or your clients without your prior written consent, except as required by applicable law.

You agree to cooperate with FriedmannAI's reasonable requests in connection with investigating and responding to any Security Incident, and to take reasonable steps to mitigate the impact of any Security Incident on your clients.

FriedmannAI Inc. endeavors to provide continuous and uninterrupted access to the Platform; however, you acknowledge and agree that your use of the Platform may not be uninterrupted nor error-free, and we may alter, suspend, discontinue services or our Platform in whole or in part, at any time and for any reason.

Users acknowledge that FriedmannAI does not control the transfer of User Data over telecommunications facilities, including the Internet. While FriedmannAI uses commercially reasonable efforts to ensure secure access to the Platform, we do not warrant secure operation of the Platform nor prevention of third-party disruptions of the Platform.

Users acknowledge that our services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. FriedmannAI is not responsible for any delays, delivery failures, or other damage resulting from such problems.

FriedmannAI shall provide updates to the Platform when and if available. FriedmannAI is under no obligation to develop any future programs or functionality with respect to the Platform.

FriedmannAI support ("Support") includes the following:

• Technical Support: Technical Support includes, but is not limited to, versioning issues, login issues, User name and password resets, error codes and messages, and subscription status and duration.
• Training: Training for use of financial-planning tool is provided to registered Users through on-boarding training sessions.

FriedmannAI offers email support for use of the Platform according to User's Account, as applicable. FriedmannAI Support is provided during regular business hours only: 9am to 5pm Eastern Time, excluding weekends and statutory holidays. We reserve the right to deny or limit support at any time and for any reason.

FriedmannAI is under no obligation to provide support with respect to any websites, software, systems, programs or functionality not supplied by FriedmannAI as part of the Platform.

FriedmannAI offers multiple subscription plans with varying features and pricing. Users may select a plan that suits their needs and agree to pay the associated subscription fees, which are detailed on our Platform and may be updated periodically.

Subscription fees are billed on a recurring basis, either monthly or annually, depending on the plan selected. The subscription term begins on the date of subscription activation. Your subscription renews automatically for an additional term of the same duration on the anniversary of the date of activation, unless terminated in accordance with these Terms.

Users must provide valid payment information, such as a credit card or other payment methods accepted by FriedmannAI, at the time of subscription. By providing this information, you authorize FriedmannAI to charge applicable subscription fees and any applicable taxes to the provided payment method at the start of each subscription term.

FriedmannAI uses third-party payment processors to manage billing and payments. By subscribing, you agree to the processing, storage, and handling of your payment information by these third parties in accordance with their privacy policies. Information about our third party payment processors is provided in our Privacy Policy.

FriedmannAI reserves the right to change subscription fees for any subsequent billing periods. We will notify you of any fee changes with at least thirty (30) days' advance notice via email and/or by a prominent notice on our Platform. If you do not agree to the new rates, you may terminate your subscription in accordance with Section 14 prior to the effective date of the fee change. Continued use of the Platform after the fee change becomes effective constitutes your acceptance of the new rates.

If a payment is declined or remains unpaid, FriedmannAI will provide notice and a cure period of ten (10) business days to update payment information or settle the outstanding balance. If payment is not received within this period, FriedmannAI reserves the right to suspend or terminate your access to the Platform until the outstanding balance is settled.

All payments are exclusive of applicable taxes. You are responsible for paying any taxes imposed by governmental authorities in connection with your subscription.

These Terms of Service shall remain in full force and effect while you use the Platform, and shall remain in effect on Termination except as otherwise provided by these Terms of Service.

Termination by us: we may, at any given time and in our sole discretion, terminate your access to the Platform, in whole or in part, for any reason and at any time, upon electronic notice to you at your email address or other contact information used when creating an account, including, but not limited to, violation of these Terms. You agree that we are not liable to you or any third party for any termination of your access to our Platform.

Termination by you: You may terminate your use of the Platform or your account at any time by ceasing to use the Platform, deleting your account within the Platform settings, or writing to team@friedmann.ai

Upon termination of your account, your right to use the Platform will immediately cease. You will have thirty (30) days to retrieve your personal data from the Platform. See our Privacy Policy retention periods after these 30 days. The associated Privacy Policy and any such ongoing provisions relating to intellectual property, indemnity, liability, payment, communication, dispute resolution, and any other such terms of these Terms of Service which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

WE DO NOT WARRANT THE COMPLETENESS OR ACCURACY OF THE INFORMATION PUBLISHED ON THE PLATFORM, NOR DO WE COMMIT TO ENSURING THAT THE PLATFORM REMAINS AVAILABLE OR THAT THE MATERIAL ON THE PLATFORM IS KEPT UP-TO-DATE. FRIEDMANNAI WILL USE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE AVAILABILITY AND FUNCTIONALITY OF THE PLATFORM.

USE OF THE PLATFORM IS AT YOUR OWN RISK. SUBJECT TO APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. FRIEDMANNAI AND ITS AFFILIATES, SUPPLIERS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

FRIEDMANNAI AND ITS AFFILIATES, SUPPLIERS AND PARTNERS MAKE NO WARRANTY THAT (i) THE PLATFORM OR ANY PRODUCTS PURCHASED THROUGH THE PLATFORM WILL MEET YOUR REQUIREMENTS; (ii) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (iii) THAT THERE WILL BE NO ERRORS IN THE PLATFORM OR THAT FRIEDMANNAI WILL FIX ANY ERRORS. ANY MATERIALS OBTAINED THROUGH THE USE OF THE PLATFORM ARE OBTAINED AT YOUR OWN DISCRETION AND RISK, AND FRIEDMANNAI SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF THE PLATFORM OR ANY CONTENT OBTAINED FROM THE PLATFORM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY BETWEEN JURISDICTIONS.

The Platform may contain links to other websites that we do not own or control. We are not responsible for any of these other websites and any links to these other websites should not be interpreted as an endorsement of any company, content, or products. We are not responsible to you for any aspect of these other websites, including their content, privacy policies, or anything else. You may be exposed to things on other websites that you do not like or that you find offensive. We are not responsible for this, either. You must use your own discretion when you go to other websites. You should also read the terms and conditions and privacy policies of these other websites.

Non-Waiver. Failure by FriedmannAI to enforce any provision(s) of these Terms of Service will not be construed as a waiver of any provision or right.

Severability. If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

Governing Law & Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, and you submit to the non-exclusive jurisdiction of the courts in the Province of Ontario for the resolution of any disputes.

Compliance with Legal Requests. Without limiting the foregoing, we have the right to fully cooperate with any valid legal process from a law enforcement authority with jurisdiction that requests or directs us to disclose customer data or other information on the Platform. YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, FRIEDMANNAI AND ITS AFFILIATES, SUPPLIERS AND PARTNERS HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, REVENUE OR PROFIT) ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM OR ANY CONTENT PROVIDED BY OR THROUGH THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FRIEDMANNAI'S LIABILITY AND THE LIABILITY OF EACH OF ITS OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SUPPLIERS, SERVICE PROVIDERS AND OTHER CONTRACTORS TO YOU OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO A MAXIMUM AMOUNT OF $1000 CAD.

Indemnity. You agree to indemnify and hold harmless FriedmannAI and its affiliates, suppliers, partners, officers, agents, and employees from and against any third-party claim, demand, losses, damages or expenses (including reasonable attorney's fees) arising from any User Content, your use of the Platform, your connection to the Platform, your violation of these Terms of Service or your violation of any rights of any third-party.

Equitable Relief. You acknowledge that a breach of these Terms of Service may cause us irreparable damage, for which the award of damages would not be adequate compensation. Consequently, you agree that we may institute an action to enjoin you from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and we may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which we may be entitled at law or in equity.

Assignment. We are permitted to assign, transfer, and subcontract our rights and/or obligations under these Terms without any notification or consent to you. You are not permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.

The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Company's control will also be excluded from any such calculation.

Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than twenty-four hours, Company will credit Customer 5% of Service fees for each period of 60 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day.

Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit.

Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company's blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.

• Company will provide Technical Support to Customer via electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Eastern Standard Time, with the exclusion of Canadian Federal and Provincial Holidays ("Support Hours").
• Customer may initiate a helpdesk ticket during Support Hours by emailing team@friedmann.ai
• Company will use commercially reasonable efforts to acknowledge receipt of all helpdesk tickets within one (1) business day. Resolution times will vary based on the complexity and severity of the reported issue.

Availability

FriedmannAI will use commercially reasonable efforts to ensure that the Subscription Services will be available at all times, excluding when the Subscription Services are unavailable due to (a) required system maintenance as determined by Provider ("Scheduled Maintenance"); and (b) causes outside of the reasonable control of Provider that could not have been avoided by its exercise of due care, including any outages caused by: (i) the Internet in general; (ii) a Customer-caused event; or (iii) any Force Majeure Event ("Availability").

Scheduled Maintenance

A minimum of five days' advance notice will be provided by email to Customer for all Scheduled Maintenance exceeding two hours. For Scheduled Maintenance lasting less than two hours, notice will be displayed on the login page.

Downtime

"Downtime" is defined as the Subscription Services having no Availability, expressed in minutes.

Remedies for Downtime

If Downtime exceeds a certain amount per month, Customer will be entitled, upon written request, to a credit ("Fee Credit") based on the formula: Fee Credit = Fee Credit Percentage set forth below * (1/12 current annual Fees paid for Software affected by Downtime). All times listed immediately below are per calendar month.

• If Downtime is 30 minutes or less, no Fee Credit Percentage is awarded.
• If Downtime is from 31 to 120 minutes, Customer is eligible for a Fee Credit Percentage of 5%.
• If Downtime is from 121 to 240 minutes, Customer is eligible for a Fee Credit Percentage of 7.5%.
• If Downtime is greater than 241 minutes, Customer is eligible for a Fee Credit Percentage of 10.0%.

Fee Credits

Except as specified in Section 4.e above, Fee Credits will be Customer's sole and exclusive remedy if Provider fails to meet the Service Levels. Fee Credits will be applied to Customer's next invoice.