Terms and Conditions.

By clicking to accept these Terms, placing an order, or completing payment for a Keel Scan, Keel Scan+, or Keel Scan Frontier engagement (each, a "Service"), you agree to these Terms and Conditions (the "Terms") and the version of the applicable Service Schedule presented or linked at checkout. The Services are offered for business and commercial use only. You represent that you are a business or other entity acquiring the Service for commercial purposes and that you are authorized to bind the entity purchasing the Service ("Customer", "you"). If you do not agree, are not authorized to bind Customer, or are acquiring the Service for personal, family, or household purposes, do not proceed. Keel Technologies, Inc., a Tennessee corporation with its principal office in Nashville, Tennessee ("Keel Technologies", "we", "us"), provides the Services subject to these Terms.

1.Definitions

• Customer Materials: model weights, model architecture information, configuration files, access credentials, documentation, and other materials submitted by or on behalf of Customer, or to which Customer grants Keel Technologies access, for the purpose of receiving a Service. Customer Materials exclude Keel Materials.
• Customer Results: the model- or engagement-specific measurements, findings, scores, grades, layer diagnostics, and Customer-specific recommendations produced specifically for the model or engagement identified in the Order. Customer Results exclude Customer Materials and Keel Materials, even when displayed together with them in a Report.
• Keel Materials: the Keel Technologies measurement methodology, scoring systems, taxonomies, software, tools, templates, report structures, generic recommendations, know-how, and other generally applicable or pre-existing materials, together with improvements and modifications developed without use of or reference to Customer Materials or Customer Results.
• Report: the written or electronic deliverable produced by a Service, comprising Customer Results together with Keel Materials embedded in the deliverable, including its structure, taxonomy, generic recommendations, and formatting.
• Order: Customer's confirmed purchase of a Service, comprising these Terms, the version of the applicable Service Schedule identified in the order confirmation, and any signed Order Form or SOW. A payment record evidences payment only and is not a source of contractual terms.
• SOW: a Statement of Work signed by both parties governing a Frontier engagement or any other engagement requiring bespoke handling.
• Service Schedule: the versioned schedule of Service tiers, prices, technical eligibility, estimated delivery windows, and deliverable descriptions presented or linked to Customer at acceptance, identified in the Order confirmation, and published at keeltech.co/service-schedule. The identified version governs the applicable Order even if the published schedule is later updated.
• Restricted Data: personal data of natural persons other than ordinary business contact and administrative information reasonably needed to administer the Order; protected health information; financial account information; government identifiers; biometric identifiers; information about persons under 18; and data subject to specialized regulatory regimes, including regulated technical data or model weights subject to license, access, or handling restrictions under applicable export control laws.
• Security Incident: unauthorized access to, acquisition, use, disclosure, alteration, loss, or destruction of Customer Materials or Customer Results in Keel Technologies' possession or control.
• Feedback: any suggestion, comment, correction, idea, or other non-obligated input that Customer provides to Keel Technologies about the Service, the Report, or Keel Materials. Feedback excludes Customer Materials, Customer Results, and nonpublic information about Customer's business, models, or systems disclosed in connection with the Feedback.
• Business Day: any day other than Saturday, Sunday, or a U.S. federal holiday, measured in U.S. Central Time.

2.The Services

Keel Technologies offers three service tiers, described generally below and further specified, including prices, technical eligibility, deliverable descriptions, and estimated delivery windows, in the applicable Service Schedule:

• Keel Scan (Standard): Standardized structural Report for dense transformer models within the parameter and access criteria stated in the Service Schedule.
• Keel Scan+ (Mid-tier): Bespoke Report scoped to Customer's architecture and goals, for models within the parameter and access criteria stated in the Service Schedule.
• Keel Scan Frontier: Bespoke engagement for large-scale, Mixture of Experts (MoE), or nonpublic proprietary models, or any engagement Keel Technologies designates as requiring bespoke handling. Frontier engagements require a signed SOW before work begins and include a live scoping call and delivery walk-through.

Any engagement requiring direct access to nonpublic model weights, Restricted Data, bespoke security controls, or processing subject to material export-control restrictions requires a signed SOW before Keel Technologies receives access. Keel Technologies may designate such an engagement as Frontier.

Keel Technologies may re-tier or decline any Order after initial review of the intended scope or Customer Materials. If a re-tier results in a higher price, Customer may accept the new price or terminate the Order for a full refund of amounts already paid. If Keel Technologies re-tiers to a lower price, the difference will be refunded promptly. If Keel Technologies declines an Order for any reason not caused by Customer's breach or misrepresentation, Keel Technologies will refund amounts paid in full within ten (10) Business Days. A decline or termination caused by Customer's breach or misrepresentation is governed by Section 14.

Reports are diagnostic. They describe measured structural properties of the model. They do not guarantee performance outcomes, capability changes, cost savings, or business results if Customer acts on Report findings or recommendations.

3.Order Process and Payment

Standard and Scan+. Customer submits an intake form. Keel Technologies confirms the tier and provides a payment link. Customer accepts these Terms and the identified Service Schedule at checkout and completes payment through Stripe. Work begins after Commencement, as defined in Section 8.

Frontier. Customer submits an intake form, Keel Technologies conducts a scoping call, both parties sign an SOW that incorporates these Terms, and Customer pays according to the SOW. Work does not begin until the SOW is signed and its payment and access conditions are satisfied.

Fees are quoted in U.S. dollars, are exclusive of applicable sales, use, excise, value-added, or similar transaction taxes, and are due in full before work begins unless the SOW specifies otherwise. Customer is responsible for such transaction taxes, except taxes imposed on Keel Technologies' net income, payroll, or property. If Keel Technologies is required to collect a transaction tax, Customer will pay the amount properly invoiced. Fees are non-transferable.

Payment processing is provided by Stripe as an independent service provider. Stripe is not a party to any Order or these Terms. Customer's use of Stripe's payment services may be subject to Stripe's applicable terms and privacy notice. Chargebacks or payment reversals initiated without a good-faith basis under these Terms are a material breach.

4.Customer Obligations and Representations

Customer represents, warrants, and covenants that:

1. Customer has full authority to enter into these Terms, and if placing the Order through an individual, that individual has authority to bind the named Customer;
2. Customer owns Customer Materials or has all necessary rights, licenses, permissions, and authorizations to grant Keel Technologies access to Customer Materials and to permit the processing described in these Terms;
3. Customer Materials and the Services requested do not violate any applicable law, third-party right, license, or regulation, including applicable export controls and sanctions programs;
4. Customer will provide accurate information about the model, timely access to weights and any required credentials, and reasonable cooperation to enable the Service;
5. Customer will not submit Restricted Data unless expressly agreed in a signed SOW; and
6. Customer Materials will not contain malicious code intended to disrupt, damage, or obtain unauthorized access to systems used to provide the Service.

Delays, errors, or failures caused by inaccurate information, delayed access, third-party access restrictions, or other factors within Customer's control will extend the applicable delivery window by the period reasonably attributable to the issue and do not entitle Customer to a refund. Keel Technologies will notify Customer if it reasonably expects a Customer-caused issue to materially affect delivery.

5.License to Process Customer Materials

Customer grants Keel Technologies a nonexclusive, worldwide, royalty-free, limited license to access, load, reproduce, transmit, analyze, and otherwise process Customer Materials solely to the extent necessary to evaluate the engagement, perform the Service, provide the remedies in Section 8, and comply with these Terms. The license begins when Customer provides access and continues until the applicable copies are deleted under Section 7. For residual backup copies and copies retained under a documented legal hold or as required by law, the license continues only for the limited retention, security, restoration, and legal purposes stated in Section 7 and ends when those copies are deleted.

Customer may request in writing, at or after delivery of the Report, that Keel Technologies delete active copies of Customer Materials before the ordinary deletion date in Section 7. Keel Technologies will complete that deletion within three (3) Business Days after receiving the request, except for copies subject to a documented legal hold or required by law. If early deletion prevents correction or re-performance under Section 8, Keel Technologies may elect to correct the Report to the extent practicable from retained work product or issue the applicable refund.

Keel Technologies will not use Customer Materials or Customer Results to train or improve any AI model, create public benchmarks, populate any public ranking or index, or create a case study or marketing material, in each case without Customer's prior written consent. Keel Technologies will not use Customer's name or logo to identify Customer publicly without prior written consent. Keel Technologies will require its Subprocessors to comply with the same restrictions.

Feedback. Customer may provide Feedback to Keel Technologies from time to time. Feedback is not Confidential Information of Customer. Customer grants Keel Technologies a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable license to use, reproduce, modify, and incorporate Feedback into Keel Technologies' methodology, Services, and Keel Materials, without attribution or compensation. Keel Technologies will not publicly identify Customer as the source of Feedback without Customer's prior written consent, and Keel Technologies' rights in Feedback do not extend to Customer Materials, Customer Results, or nonpublic information about Customer's business, models, or systems disclosed in connection with the Feedback.

6.Confidentiality

Each party may disclose to the other information that is nonpublic and either marked as confidential or reasonably understood as confidential given its nature and the circumstances of disclosure ("Confidential Information"). Customer Materials and Customer Results are Confidential Information of Customer. Nonpublic Keel Materials are Confidential Information of Keel Technologies.

Each party will:

1. use the other party's Confidential Information solely to perform under these Terms and to receive or provide the Service;
2. protect it with at least the same degree of care it uses for its own confidential information, and in no case less than reasonable care;
3. restrict access to personnel, contractors, and service providers who have a need to know and who are bound by confidentiality obligations at least as protective as these; and
4. not disclose it to third parties except as expressly permitted by these Terms.

Confidential Information does not include information that the receiving party can demonstrate: (a) was publicly available at the time of disclosure or later becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without confidentiality obligations before disclosure; (c) was independently developed without use of or reference to the disclosing party's Confidential Information; or (d) was received from a third party without confidentiality obligations.

If a party is required by law or valid legal process to disclose the other party's Confidential Information, it will, to the extent legally permitted, give the other party prompt written notice and a reasonable opportunity to seek a protective order, and will disclose only the minimum reasonably required.

The confidentiality obligations in this Section survive termination or expiration of these Terms for five (5) years. Confidential Information that constitutes a trade secret under applicable law remains protected for as long as it qualifies as a trade secret. Regardless of the foregoing periods, Customer Materials and Customer Results retained by Keel Technologies remain subject to the use and security restrictions in Sections 5 and 7 for as long as they are retained.

7.Data Security and Handling

Keel Technologies will:

1. use Customer Materials and Customer Results solely to perform the Service and to comply with its obligations under these Terms;
2. restrict access to Keel Technologies personnel and Subprocessors with a need to know, each bound by written confidentiality obligations at least as protective as those in Section 6;
3. maintain commercially reasonable administrative, technical, and physical safeguards designed to protect nonpublic Customer Materials and Customer Results against unauthorized access, use, or disclosure, including encryption in transit and at rest on systems controlled by Keel Technologies, role-based access controls, and multi-factor authentication for privileged administrative access;
4. subject to an earlier deletion request under Section 5, delete active copies of Customer Materials within seven (7) days after the later of (a) deemed acceptance of the Report under Section 8, (b) completion of any correction, re-performance, or refund following a timely reported material nonconformity, or (c) termination of the Order;
5. protect residual encrypted copies retained in ordinary system backups in accordance with this Section and Section 6, not access them in the ordinary course, and delete them through the ordinary backup expiration process, in no case later than ninety (90) days after deletion of active copies unless longer retention is required by law. If a backup is restored, Keel Technologies will promptly re-delete Customer Materials that should no longer be retained; and
6. notify Customer without unreasonable delay, and no later than seventy-two (72) hours after determining that a Security Incident affected Customer Materials or Customer Results, unless law enforcement or applicable law requires a delay. Keel Technologies will provide the material information then available regarding the incident and its response, take reasonable steps to contain and remediate the incident, and provide reasonable updates as additional material information becomes available.

Keel Technologies may retain active copies of the Report and Customer Results after delivery for support, evidencing performance, responding to disputes, complying with law, and maintaining security and audit logs. After acceptance, Customer may request deletion of active support copies. Keel Technologies may retain one access-restricted archival copy of the Report, Customer Results, the Order, and related correspondence for up to six (6) years after acceptance solely for legal, compliance, audit, and dispute purposes, or longer if required by law or a documented legal hold. All retained copies remain subject to Sections 5 and 6 and this Section.

Keel Technologies may use third-party cloud infrastructure providers and other service providers ("Subprocessors") to perform the Services, in each case subject to confidentiality and security obligations appropriate to the services they perform and at least as protective of Customer Materials and Customer Results as the applicable obligations in these Terms. Keel Technologies remains responsible for its Subprocessors' performance of Keel Technologies' obligations under these Terms. A Frontier SOW may identify specific Subprocessors, processing locations, additional handling terms, and an enhanced security schedule.

8.Delivery, Acceptance, and Refunds

"Commencement" means Keel Technologies' written confirmation to Customer that (a) payment has been received, or, for a Frontier engagement, the SOW is signed and its payment conditions are satisfied; (b) all Customer Materials, credentials, and information reasonably required to begin the Service have been received; and (c) processing will begin. Applicable delivery windows begin at Commencement.

Delivery. Keel Technologies will deliver the Report electronically to Customer's designated contact. Frontier Reports are delivered along with a walk-through call as described in the SOW.

Estimated delivery. The delivery windows stated in the applicable Service Schedule or SOW are good-faith estimates. Estimated windows may be extended by delays caused by Customer under Section 4 or by events under Section 21.

Late delivery. If Keel Technologies has not delivered the Report by the end of the estimated delivery window, Customer may give written notice. Keel Technologies will have five (5) Business Days after receipt of that notice to deliver the Report. If Keel Technologies does not deliver within that cure period, Customer may terminate the Order by written notice and receive a full refund. Separately, if the delay exceeds fourteen (14) calendar days for Standard, twenty-one (21) calendar days for Scan+, or the long-stop period specified in the applicable SOW for Frontier, in each case after the end of the estimated delivery window, Customer may terminate by written notice and receive a full refund regardless of whether Customer previously gave a cure notice.

Acceptance. Customer has ten (10) Business Days after delivery of the Report to notify Keel Technologies in writing of any material nonconformity between the Report and the applicable service description, Service Schedule, SOW, or the express warranty in Section 11. Disagreement with the Report's findings, methodology, or recommendations does not itself constitute a material nonconformity. Material nonconformity includes the absence of a required section, a material calculation error, a demonstrable failure to apply the stated methodology, or a material breach of the express warranty in Section 11. Keel Technologies' sole obligation, and Customer's exclusive remedy, for a timely reported material nonconformity is, at Keel Technologies' election, to correct the nonconforming portion, re-perform the affected Service, or refund the fees paid for the affected Service. Reports are deemed accepted if Customer does not provide timely written notice under this paragraph.

Cancellation before Commencement. Customer may cancel a Standard or Scan+ Order at any time before Commencement and receive a full refund of amounts paid.

Effect of full refund on Report rights. If Keel Technologies issues a full refund for a Service under this Section, any intellectual property rights assigned to Customer under Section 9 for the affected Customer Results automatically revert to Keel Technologies, and the licenses granted to Customer for the affected Customer Results and Report terminate, when the refund is issued. To effect that reversion, Customer hereby assigns those rights back to Keel Technologies as of the refund date. Customer will stop using the affected Report and Customer Results; delete copies within its possession or control; request deletion by recipients to whom Customer disclosed them under Section 10; and remove public statements or promotional materials within Customer's control that reproduce or rely on the affected Report. This paragraph does not require alteration of immutable regulatory filings, archived third-party news coverage, records retained solely as required by law, or accurate historical statements that clearly identify the original Report date and state that the affected Service was later refunded and the Report rights terminated. Customer may not make new or continuing promotional use of the refunded Report or Customer Results.

Refund mechanics. Refunds will be issued to the original payment method where practicable, within ten (10) Business Days after Keel Technologies' obligation to refund is established. If the original payment method is unavailable, the parties will reasonably cooperate on another lawful payment method.

Frontier cancellation and refund terms are governed by the applicable SOW.

9.Intellectual Property

As between the parties:

• Customer Materials. Customer retains all right, title, and interest in and to Customer Materials.
• Customer Results. Upon full payment of the applicable fees, and subject to the effect-of-refund provision in Section 8, Keel Technologies assigns to Customer any intellectual property rights that Keel Technologies may have in Customer Results as delivered. To the extent any such rights cannot be assigned or no intellectual property right subsists in particular Customer Results, Keel Technologies grants Customer a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, create derivative works from, and disclose Customer Results for Customer's business purposes, subject to Section 10.
• Keel Materials. Keel Technologies retains all right, title, and interest in and to Keel Materials, including improvements, derivatives, and modifications developed without use of or reference to Customer Materials or Customer Results.
• Report license. Upon full payment of the applicable fees, and subject to Section 10 and the effect-of-refund provision in Section 8, Customer receives a perpetual, worldwide, royalty-free, non-exclusive license to use the Report, including embedded Keel Materials, for its internal business purposes and the permitted disclosures in Section 10.

Restrictions. Except to the extent a restriction is prohibited by applicable law, Customer will not, and will not permit any third party to, reverse-engineer, decompile, disassemble, or use nonpublic Keel Materials to reconstruct, derive, or replicate Keel Technologies' nonpublic measurement methodology. This restriction does not prohibit independent development without use of or reference to nonpublic Keel Materials or use of information lawfully available to the public.

Trade secret protection. Keel Materials constitute proprietary information of Keel Technologies, Inc. and may include trade secrets to the extent they satisfy applicable law, including the U.S. Defend Trade Secrets Act (18 U.S.C. §§ 1836 to 1839) and the Tennessee Uniform Trade Secrets Act (Tenn. Code Ann. §§ 47-25-1701 et seq.).

10.Report Use and Disclosure

Subject to these Terms, Customer may:

1. use the Report and Customer Results for its internal business purposes;
2. disclose the Report and Customer Results to Customer's affiliates, employees, contractors, professional advisers, insurers, auditors, financing sources, prospective and actual acquirers, and other similar recipients who have a need to know, in each case under confidentiality and use obligations at least as protective as these Terms;
3. disclose the Report and Customer Results as required by law, subpoena, other valid legal process, or applicable regulatory filing obligations, subject to the notice and minimum-necessary requirements in Section 6; and
4. publicly disclose Customer's own headline K# score, letter grade, and a one-line summary of the Report finding, with clear attribution to Keel Technologies as the source, including in marketing, press, investor materials, or public statements.

Any public disclosure permitted under item 4 above must: (a) identify the exact model or model version evaluated; (b) state the Report date; (c) reproduce the score, grade, and summary accurately and without alteration; (d) not state or imply that Keel Technologies certified, endorsed, approved, or warranted the model; (e) not suggest that the result applies to later or different model versions; and (f) use Keel Technologies' name or marks only for the permitted attribution.

Customer will not, without Keel Technologies' prior written consent, which will not be unreasonably withheld:

5. publicly disclose or republish the Report in whole or in substantial part; or
6. publicly disclose layer-level diagnostics, redundancy findings, prescriptions, or other detailed Report contents beyond the headline elements described in item 4 above.

Customer will not use nonpublic Keel Materials to develop or provide to third parties a commercial diagnostic or measurement product or service that is substantially similar to and competes with the Service. This restriction does not prohibit Customer's internal evaluation or research, independent development without use of or reference to nonpublic Keel Materials, or use of information lawfully available to the public.

Correction of inaccurate statements. If Keel Technologies corrects Customer Results after Customer has made a public disclosure under item 4, Keel Technologies may require Customer to correct or remove any materially inaccurate public statement within ten (10) Business Days after written notice, or sooner if reasonably necessary to prevent material harm. Customer will use reasonable efforts to correct materially inaccurate statements made by recipients acting on Customer's behalf.

11.Warranties and Disclaimers

Keel Technologies warrants that it will perform the Services in a professional and workmanlike manner and that the Report will materially conform to the applicable service description, Service Schedule, or SOW. A material breach of this express warranty is a material nonconformity subject to the notice period and exclusive remedies in Section 8.

12.Indemnification

By Customer. Customer will defend, indemnify, and hold harmless Keel Technologies and its officers, employees, contractors, and agents from and against any third-party claim, and any resulting damages, costs, and reasonable attorneys' fees, to the extent arising out of: (a) Customer's breach of its representations, warranties, or covenants in Section 4; (b) Customer's alleged lack of rights, licenses, permissions, or authorizations in Customer Materials; (c) Customer's violation of law, third-party rights, or export or sanctions restrictions; or (d) Customer's misuse of the Report or Keel Materials. Customer's obligations do not apply to the extent a claim arises from Keel Technologies' use of Customer Materials outside the scope of these Terms, a modification or combination of Customer Materials by Keel Technologies not authorized by the Order or Customer, or Keel Technologies' gross negligence or willful misconduct.

Procedure. The party seeking indemnification will promptly notify the indemnifying party of a claim, provided that delay in notice relieves the indemnifying party only to the extent materially prejudiced by the delay. The indemnifying party will control the defense and settlement with counsel reasonably qualified for the matter. The indemnified party may participate at its own expense with counsel of its choice and will provide reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle a claim without the indemnified party's prior written consent if the settlement admits fault by the indemnified party, imposes injunctive or other nonmonetary obligations on it, requires payment by it, or does not provide an unconditional release of the indemnified party from the settled claim. Consent will not be unreasonably withheld for a settlement that is fully funded by the indemnifying party and provides an unconditional release.

Keel Technologies indemnification. Any intellectual property or other indemnification obligations of Keel Technologies for Frontier engagements are addressed in the applicable SOW. Keel Technologies does not otherwise indemnify Customer under these Terms.

13.Limitation of Liability

Confidentiality and Security Super-Cap. For Keel Technologies' breach of Section 6 or Section 7, Keel Technologies' total aggregate liability is limited to the greater of (a) fifty thousand U.S. dollars ($50,000) or (b) ten (10) times the fees paid or payable by Customer for the specific affected Service or Services. The consequential-damages exclusion in this Section applies to such claims. Reasonable, documented third-party forensic investigation, legally required notification, and legally required credit-monitoring costs incurred by Customer as a direct result of a Security Incident are treated as direct damages, subject to this super-cap.

Uncapped and Not Subject to the Consequential-Damages Exclusion. The general cap, the confidentiality and security super-cap, and the consequential-damages exclusion do not apply to:

1. either party's fraud, gross negligence, or willful misconduct;
2. Customer's indemnification obligations under Section 12; or
3. amounts owed for Services actually performed.

Customer breach of IP and Report Use. For Customer's breach of Section 9 or Section 10, the general cap does not apply, but the consequential-damages exclusion continues to apply.

Other rules. The limitations in this Section apply to the maximum extent permitted by law, regardless of the form or theory of liability, and in the aggregate rather than per claim. They do not reduce an express refund obligation under Section 2, Section 8, Section 14, or Section 21, and do not prevent either party from seeking permitted injunctive or equitable relief under Section 16.

Frontier engagements. For Frontier engagements, the parties may negotiate an alternative liability cap and treatment of exceptions in the applicable SOW, in which case the SOW controls to the extent of any conflict with this Section.

14.Suspension and Termination

Suspension. Keel Technologies may suspend performance immediately, with notice where reasonably practicable, if: (a) Customer fails to pay amounts when due; (b) Customer fails to provide required access, information, or cooperation after written request; (c) Keel Technologies reasonably believes Customer lacks necessary rights in Customer Materials; or (d) continued performance may violate law, export controls, sanctions restrictions, third-party rights, or materially threaten the security of Keel Technologies or a third party. A suspension caused by Customer extends the delivery window by the period reasonably attributable to the suspension.

Termination for breach. Either party may terminate an Order for the other party's material breach if the breaching party fails to cure the breach within ten (10) Business Days after receipt of written notice describing the breach in reasonable detail. A breach of Section 6, Section 7, Section 9, Section 10, or Section 15 that by its nature cannot reasonably be cured is grounds for immediate termination by written notice.

Immediate legal-compliance termination. Keel Technologies may terminate an Order immediately by written notice if it reasonably determines that continued performance would violate applicable law, export controls, or sanctions restrictions, or if Customer materially misrepresented its rights in Customer Materials or the identity, location, ownership, end user, or intended use relevant to the Service.

Effect on fees. If Keel Technologies terminates because of Customer's breach, Customer remains responsible for fees earned for Services actually performed through termination and for noncancelable third-party costs approved by Customer, and Keel Technologies will refund any remaining unearned prepaid fees. If Customer terminates because of Keel Technologies' uncured material breach, Keel Technologies will refund unearned prepaid fees. If Keel Technologies terminates for a legal-compliance reason not caused by Customer's breach or misrepresentation, Keel Technologies will refund unearned prepaid fees. Any more specific refund right in Section 2 or Section 8 controls.

Upon termination, Keel Technologies will stop the affected work and handle Customer Materials and Customer Results in accordance with Sections 5 and 7. Unless otherwise agreed in writing, Keel Technologies is not required to deliver incomplete work product.

15.Export Controls and Sanctions

Each party will comply with applicable U.S. and other export control laws, economic sanctions, and trade restrictions, including the U.S. Export Administration Regulations and sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control, in each case to the extent applicable to model weights, software, technology, remote access, computing services, the parties, end users, destinations, or end uses involved in a Service.

Customer represents that neither Customer nor, to Customer's knowledge after reasonable inquiry, any beneficial owner, end user, or person acting on Customer's behalf in connection with the Service is a blocked or otherwise prohibited party, including an entity owned fifty percent (50%) or more in the aggregate, directly or indirectly, by one or more blocked persons. Customer will not provide access to Customer Materials from, or use or disclose the Report in, a prohibited destination or for a prohibited end use.

Keel Technologies may screen Orders; request information reasonably necessary for compliance, including customer, beneficial-owner, and end-user identity, processing and access locations, intended end uses, and applicable classifications or authorizations; and decline, suspend, or terminate any engagement as reasonably necessary to comply with applicable restrictions. Each party is responsible for obtaining authorizations required for the activities under its control.

16.Governing Law and Disputes

These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-laws principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Davidson County, Tennessee for any dispute arising out of or relating to these Terms, and waive objections based on personal jurisdiction, venue, or inconvenient forum.

Notwithstanding the foregoing, either party may seek preliminary or injunctive relief in any court of competent jurisdiction to protect its Confidential Information, intellectual property, or trade secrets. Each party acknowledges that unauthorized disclosure or misuse of the other party's Confidential Information, including Keel Technologies' nonpublic methodology and Customer Materials, may cause harm for which monetary damages are inadequate, and that either party may seek appropriate injunctive relief in addition to any other available remedy.

17.Entire Agreement and Order of Precedence

These Terms, together with any applicable Order Form, SOW, and the version of the Service Schedule identified in the Order confirmation, constitute the entire agreement between the parties with respect to the applicable Service and supersede prior communications on that subject.

Any confidentiality or nondisclosure agreement separately signed by the parties remains in effect unless the applicable SOW expressly supersedes it. If such an agreement conflicts with Section 6 or Section 7, the provision that provides greater protection to the disclosed Confidential Information controls, unless the applicable SOW expressly states otherwise.

If there is a conflict, the following order of precedence controls: (1) a signed SOW; (2) a signed Order Form; (3) a separately signed confidentiality or nondisclosure agreement, solely for confidentiality and data-handling matters; (4) these Terms; and (5) the applicable Service Schedule. A higher-ranking document controls only to the extent of the conflict and only for the applicable Order. The payment record evidences the payment transaction only and does not contain contractual terms. Any preprinted or standard terms on a Customer purchase order or similar document are of no force or effect unless expressly agreed in writing and signed by both parties.

18.Amendment and Changes to Terms

Keel Technologies may update these Terms and the Service Schedule for future Orders. The version of these Terms and the version of the Service Schedule presented or linked at Customer's acceptance and identified in the Order confirmation govern that Order. Keel Technologies will post updated Terms and Service Schedules with a revised version number or effective date and will maintain prior versions or make them available on reasonable request. No update applies to an in-progress Order without written agreement of both parties. No amendment to a specific Order is effective unless in writing and signed or otherwise expressly accepted by both parties.

19.Assignment

Neither party may assign these Terms or any Order, in whole or in part, without the other party's prior written consent, except that either party may assign to an affiliate or to a successor in a merger, acquisition, reorganization, or sale of substantially all of the assets to which the Order relates, in each case with prompt written notice to the other party and provided that the assignee agrees in writing to assume the assigning party's applicable obligations. Any purported assignment in violation of this Section is void.

20.Notices

Formal notices under these Terms, including notices of breach, indemnification claims, termination, or dispute, will be given by email to the contact address of record on the Order, or to contact@keeltech.co in the case of Keel Technologies. Email notices are effective when sent if the sender does not receive a delivery failure or bounce-back within twenty-four (24) hours, provided that a notice sent after 5:00 p.m. U.S. Central Time or on a day that is not a Business Day is deemed given on the next Business Day. Operational communications, delivery notices, and Security Incident notices may be sent to Customer's designated operational or security contact. Either party may update its notice address by written notice to the other.

21.Force Majeure

Neither party is liable for delay or failure in performing an obligation caused by an event outside its reasonable control that could not reasonably have been avoided or overcome, including natural disasters, war, civil unrest, labor actions, government orders, and widespread network or cloud infrastructure failures. The affected party will notify the other and use reasonable efforts to mitigate the effect and resume performance.

This Section does not excuse either party's confidentiality and restricted-use obligations under Section 6, its compliance obligations under Section 15, Customer's obligation to pay for Services actually performed, or Keel Technologies' express refund obligations. It does not excuse Keel Technologies from maintaining the safeguards required by Section 7 or from responsibility for a Subprocessor under Section 7. A force majeure event may extend a specific performance deadline under Section 7 only to the extent, and for the period, performance is actually prevented despite reasonable measures; Keel Technologies will notify Customer and resume performance as soon as reasonably practicable.

If a force majeure event continues for more than thirty (30) calendar days, either party may terminate the affected Order by written notice, and Keel Technologies will refund unearned prepaid fees for Services not performed.

22.Miscellaneous

• Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in full force and effect.
• No Waiver. A party's failure or delay in enforcing any provision is not a waiver of that provision or any other provision.
• Independent Contractor. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.
• No Third-Party Beneficiaries. Except for the officers, employees, contractors, and agents of Keel Technologies expressly identified as indemnified parties in Section 12, these Terms do not create rights in any third party.
• Headings and Interpretation. Section headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."
• Counterparts and Electronic Acceptance. Acceptance may be given electronically, including by clicking a checkbox at checkout, and has the same effect as a signed writing. An Order Form or SOW may be executed in counterparts and by electronic signature.
• Survival. Sections 3 (accrued payment obligations), 5 (license limitations, post-delivery restrictions, and Feedback), 6 (Confidentiality), 7 (Data Security and Handling), 8 (acceptance, refunds, and effect of refund), 9 (Intellectual Property), 10 (Report Use and Disclosure), 11 (Warranties and Disclaimers), 12 (Indemnification), 13 (Limitation of Liability), 14 (effects of termination), 15 (Export Controls and Sanctions), 16 (Governing Law and Disputes), 17 (Entire Agreement and Order of Precedence), 20 (Notices), and any other provision that by its nature is intended to survive will survive termination or expiration.

23.Contact

Questions about these Terms can be sent to contact@keeltech.co. For suspected security matters affecting Customer Materials or Customer Results, including possible Security Incidents, marking the subject line "SECURITY" helps Keel Technologies triage the message for expedited handling. Marking a message "SECURITY" does not itself constitute formal notice under Section 20 or extend or modify any obligation under Section 7.