These General Terms and Conditions (“GTC”) govern the access to and use of the Minoa platform and related services provided by Unipie, Inc. dba Minoa, 1401 21st St., Suite 5305, Sacramento, CA 95811, USA (“Unipie”) by the customer identified in an Order Form that references these GTC (“Customer”). Unipie and Customer are each a “Party” and together the “Parties”. This version is dated October 6, 2026; previous versions are available in the archive at https://www.minoa.io/legal/.

1. DEFINITIONS

1.1 “Agreement” means the legally binding agreement between Unipie Inc. (“Unipie”) and the Customer, consisting of these GTC in the version applicable under Section 11.9 (Versions of these GTC), an executed Order Form referencing these GTC, and the DPA incorporated by reference under Section 6.4 (Data Protection).

1.2 “Applicable Laws” means all laws, regulations, and governmental requirements applicable to either Party, including laws relating to the protection of personal data and privacy.

1.3 “Agent” means any software, including large-language-model-based agents and tools connected through the MCP Interface or an API, that is operated by or on behalf of Customer and accesses the Minoa Platform using the credentials of a User or of Customer’s tenant.

1.4 “AI Action” means a request by a User or an Agent that causes the Minoa Platform to generate new output using artificial intelligence, as further described in the Documentation. An AI Action is metered in the same way whether it is initiated through the user interface, an API or the MCP Interface; where a single request combines the retrieval of existing records with server-side reasoning that produces a new result, it is one AI Action. The retrieval of records that already exist in Customer’s tenant (such as opening or fetching a saved business case, value framework, use case or account record), knowledge-graph maintenance, document indexing, platform infrastructure operations, failed actions and cached lookups are not AI Actions.

1.5 “AI Credit” means the unit in which Customer’s use of the Services is measured. An AI Action consumes the number of AI Credits published for it in the Documentation, which is one (1) AI Credit unless published otherwise.

1.6 “Automatic Action” means an AI Action that the Minoa Platform performs without a request by a User or an Agent, such as a background enrichment or summarisation job, as listed in the Documentation.

1.7 “Customer” means the legal entity identified in the applicable Order Form that has entered into this Agreement with Unipie and is authorized to access and use the Services pursuant to its terms.

1.8 “Billing Contact” and “Usage Contact” mean the persons designated as such in the Order Form; if no Usage Contact is designated, the Customer contact named in the Order Form is the Usage Contact.

1.9 “Consumption Data” means Unipie’s records of the AI Actions performed in Customer’s tenant and of the AI Credits consumed, as made available in the Usage Dashboard.

1.10 “Contract Year” means each consecutive period of twelve (12) months of the Term, the first beginning on the Effective Date.

1.11 “Credit Pool” means the number of AI Credits included in the Platform Fee for a Contract Year, as set out in the Order Form, together with any AI Credits added to it under Section 4 (Capacity, AI Credits and Metering).

1.12 “Order Form” means a document signed by both parties for the ordering of the Services, as defined below that references this Agreement.

1.13 “Effective Date” means the date specified in the Order Form as the start date of the Term of this Agreement.

1.14 “Documentation” means Unipie’s then-current product documentation for the Minoa Platform, available at https://docs.minoa.io and within the Minoa Platform, including the list of AI Actions and Automatic Actions shown in the Usage Dashboard.

1.15 “MCP Interface” means Unipie’s Model Context Protocol server through which Agents access Customer’s tenant of the Minoa Platform.

1.16 “Minoa Platform” means the Minoa software-as-a-service platform made available by Unipie, including its user interface, APIs and the MCP Interface.

1.17 “Overage” means AI Credits consumed in a Contract Year in excess of the Credit Pool available for that Contract Year, and “Overage Rate” means the price per AI Credit of Overage set out in the Order Form.

1.18 “Platform Fee” means the annual fee for the Services and the Credit Pool set out in the Order Form.

1.19 “Services” means the Minoa Platform and the related services provided by Unipie, including support and updates, as specified in the applicable Order Form.

1.20 “Term” means the duration of this Agreement, as specified in the applicable Order Form, beginning on the Effective Date and continuing until expiration or earlier termination in accordance with these GTC, including the Initial Term and any Renewal Term under Section 8.1.

1.21 “Usage Dashboard” means the consumption view within the Minoa Platform (currently Settings → Capacity & Usage) showing Customer’s AI Credit consumption, forecast, breakdown per User and per AI Action, and the list of metered AI Actions.

2. LICENSE AND USE RIGHTS

2.1 License Grant. Subject to the terms of this Agreement and the applicable Order Form, Unipie grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Minoa Platform through its user interface, APIs and the MCP Interface, within the Credit Pool and subject to payment of Overage, including its Documentation and the updates provided by Unipie.

2.2 Authorized Users. Customer may permit the following categories of Users to access and use the Minoa Platform: (i) employees and contractors of Customer and its Affiliates who are identified by name and email address and granted access rights to administer or use the Minoa Platform (“Users”); (ii) Customer’s current and potential clients who access the Minoa Platform as end users (“End Users”). Unless the Order Form provides otherwise, there is no limit on the number of Users; Customer’s use of the Services is measured in AI Credits in accordance with Section 4 (Capacity, AI Credits and Metering).

2.3 Agents. Customer may permit Agents to access the Minoa Platform on its behalf through the MCP Interface or an API. AI Actions initiated by an Agent are attributed to Customer and consume AI Credits in the same way as AI Actions initiated by a User; the retrieval of existing records by an Agent does not consume AI Credits. Customer is responsible for the security of the credentials used by its Agents and for ensuring that Agents are used only for Customer’s internal business purposes in accordance with this Agreement. The use of an Agent provided by a third party and operated on Customer’s behalf is not a use for the benefit of a third party within the meaning of Section 5.1.

2.4 Restrictions. Use of the Services is limited to the scope described in this Agreement and in the applicable Order Form. Customer is responsible for all acts and omissions of its Users, End Users and Agents.

3. SAAS SERVICES AND SUPPORT

3.1 Provision of Services. Subject to the terms of this Agreement, including the Service Availability defined below, Unipie will use commercially reasonable efforts to make the Services available to the Customer during the Term. As part of the registration process, Customer will identify and configure administrative users that will administrate the Services in the Customer’s Unipie account. Unipie reserves the right to refuse registration of the users and reject passwords it deems inappropriate.

3.2 Updates. Provided that Unipie will not materially decrease the functionalities and features of the Minoa Platform during the Term, the Minoa Platform may be subject to updates and upgrades (regular product update; maintenance; updates based on Customer’s feedback). The fees for such updates and upgrades are included in the Platform Fee. New AI Actions and Automatic Actions are introduced in accordance with Section 4.7 (New AI Actions and Changes in Consumption).

3.3 Support Services. Subject to the terms hereof and at no additional cost, Unipie will provide Customer with reasonable technical support services in accordance with the Unipie’s standard practice.

3.4 Service Availability. The Services are available 99% of the time during the Term outside of upfront communicated maintenance windows that will lay, when possible, outside of usual working hours in the State of New York.

4. CAPACITY, CREDITS AND METERING

4.1 Credit Pool. The Platform Fee includes the Credit Pool for each Contract Year. The AI Credits of the Credit Pool are available from the first day of the Contract Year and expire at its end, except for Rollover Credits under Section 4.6. AI Credits have no monetary value, are not refundable and cannot be transferred to another tenant or to another Contract Year except as provided in this Section 4. Only AI Actions consume AI Credits; no other use of the Services consumes AI Credits, and any service charged separately is stated in the Order Form.

4.2 Metering. Unipie meters AI Actions and the AI Credits consumed in Customer’s tenant. The list of AI Actions and Automatic Actions, their classification and a plain-language description of each are published in the Usage Dashboard and the Documentation; Unipie does not meter any action that is not published there. Each recorded AI Action keeps the classification in force at the time it was performed, and Unipie does not re-rate AI Actions retroactively for any closed billing period. Consumption Data is updated at regular intervals (currently every fifteen (15) minutes) and may trail live usage by a short delay; the Usage Dashboard provides a consumption forecast for the current Contract Year and an export of the Consumption Data.

4.3 Consumption Data as Billing Record. AI Credits consumed, Overage and Rollover Credits are determined and invoiced on the basis of Unipie’s Consumption Data, subject to Section 4.4 (Disputes and Corrections). Unipie retains the records supporting the Consumption Data for at least fifteen (15) months after the end of the month to which they relate.

4.4 Disputes and Corrections. Customer may dispute Consumption Data or an Overage invoice by written notice to Unipie (email being sufficient), stating the reasons, within three (3) months after the date of the invoice concerned or, for the Consumption Data of a Contract Year, within three (3) months after the date of the last Overage invoice for that Contract Year, whichever is later. Unipie will provide reasonable supporting extracts of the Consumption Data on request, review the dispute in good faith and, where an error is established, correct the Consumption Data and issue a credit note or return the AI Credits concerned to the Credit Pool. AI Credits consumed as a result of a defect, error or unintended behaviour of the Minoa Platform attributable to Unipie are returned to the Credit Pool. Amounts not disputed remain payable when due; Consumption Data not disputed within the period above is deemed accepted. The fourteen (14) day period in Section 7.2 (Handling of Errors) does not apply to disputes under this Section.

4.5 Soft Cap, Stop Election and Additional AI Credits. By default, Customer’s use of the Services is not blocked when the Credit Pool is exhausted; AI Credits consumed in excess of the Credit Pool are Overage and are invoiced in accordance with Section 7.1 (Fees and Adjustments). Customer may instead elect, in the Order Form or at any time by written notice to the Unipie contact named in the Order Form (email being sufficient), that no AI Actions are to be performed beyond the Credit Pool (“Stop Election”). Following a Stop Election, Unipie suspends AI Actions in Customer’s tenant at latest within one (1) business day after the Credit Pool has been exhausted; AI Actions performed between the exhaustion of the Credit Pool and the suspension are not invoiced; all other functions of the Minoa Platform remain available; and Customer may end the suspension at any time by purchasing additional AI Credits or by revoking the Stop Election in writing. A suspension following a Stop Election is not a failure of availability under Section 3.4 (Service Availability). Unipie notifies the Usage Contact by email when consumption reaches eighty percent (80%) and one hundred percent (100%) of the Credit Pool for the current Contract Year. Customer may at any time reduce consumption by disabling Automatic Actions in the administration settings of the Minoa Platform or by restricting the access of Users and Agents. Customer may at any time purchase additional AI Credits for the remainder of the current Contract Year at the rate stated in the Order Form or, if none is stated, at the rate agreed in writing (email being sufficient); such AI Credits are added to the Credit Pool of that Contract Year. The purchase of additional AI Credits is optional; without it, use beyond the Credit Pool continues as Overage or, after a Stop Election, is suspended.

4.6 Rollover. Where a Contract Year is followed without interruption by a further Contract Year under the same Order Form or under a renewal of the Term, unused AI Credits of the Credit Pool of the ending Contract Year are carried into the following Contract Year up to the percentage or number of AI Credits stated in the Order Form or, if none is stated, up to twenty percent (20%) of the Credit Pool of the ending Contract Year (“Rollover Credits”). Rollover Credits are consumed before the AI Credits of the new Contract Year and expire at the end of the Contract Year into which they were carried; they are not carried over a second time. No AI Credits are carried over at the end of the Term or where the Order Form excludes rollover.

4.7 New AI Actions and Changes in Consumption. (a) Unipie may introduce new features and new AI Actions at any time during the Term. The AI Credit consumption of each AI Action is published in the Documentation and shown in the Usage Dashboard before the AI Action can be used; it is one (1) AI Credit unless published otherwise. Users and Customer decide whether to use a new AI Action. (b) Unipie will announce each new Automatic Action to the Usage Contact and within the Minoa Platform at least fourteen (14) days before it starts consuming AI Credits in Customer’s tenant, stating its AI Credit consumption; Customer may disable each new Automatic Action for its tenant in the administration settings of the Minoa Platform before and at any time after its release; Automatic Actions existing at the Effective Date and listed in the Documentation are not affected. (c) During the Term, Unipie may reduce but not increase the AI Credit consumption of an existing AI Action. An increase may take effect only from the beginning of a Renewal Term and must be announced together with the notice under Section 7.1 (Fees and Adjustments). Such an increase is not subject to the cap in Section 7.1. The Credit Pool is reviewed in accordance with Section 8.1 (Term and Renewal). (d) Unipie may offer a materially enhanced version of an existing AI Action as a new AI Action with its own published consumption alongside the existing AI Action. (e) Features or services offered for a separate fee are provided only upon Customer’s order or confirmation (email being sufficient).

4.8 Fair Use. The Services are provided for Customer’s bona fide internal business use. Customer shall not, and shall ensure that its Users and Agents do not, (i) generate AI Actions by automated means that serve no business purpose of Customer, such as scripted, looped or load-testing requests; (ii) use the Services to resell capacity or to provide services to third parties, except through End Users as permitted by this Agreement; or (iii) circumvent metering or access controls. If Unipie detects consumption in Customer’s tenant that is anomalous and indicative of such use or of a malfunctioning Agent or integration, Unipie may, after notifying the Usage Contact where practicable, throttle or suspend the affected Agent, integration, User or AI Action until the cause has been remedied. Such throttling or suspension is not a failure of availability under Section 3.4 (Service Availability), does not give rise to any liability of Unipie, and does not affect Customer’s obligation to pay for AI Credits consumed before it, subject to Section 4.4.

5. RESTRICTIONS AND RESPONSIBILITIES

5.1 Customer shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services (“Software”); (b) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Unipie or as authorized through the functionality of the Services); (c) use the Services or any Software for timesharing, service bureau, or similar purposes, or otherwise for the benefit of a third party not expressly permitted under this Agreement (the use of Agents in accordance with Section 2.3 being permitted); or (d) remove any proprietary notices or labels. To the extent any Software is made available by Unipie for local installation on Customer’s premises or devices, Unipie grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term, solely for Customer’s internal business operations and in accordance with this Agreement.

5.2 Customer shall not export or re-export the Services, Software, or any related technology or data in violation of applicable export control laws or regulations, including those of the United States Department of Commerce and the Office of Foreign Assets Control. The Software and documentation are “commercial items,” as defined in FAR section 2.101, and are “commercial computer software” and “commercial computer software documentation” under DFAR section 252.227-7014(a)(1) and (5). In accordance with DFAR section 227.7202 and FAR section 12.212, any use, reproduction, or disclosure by the U.S. Government is subject solely to the terms of this Agreement.

5.3 Customer represents and warrants that it will use the Services only in compliance with all Applicable Laws. Customer agrees to indemnify and hold harmless Unipie from any damages, losses, liabilities, settlements, and expenses (including reasonable attorneys’ fees) arising from a claim or action based on Customer’s actual or alleged violation of this Section or misuse of the Services. Unipie reserves the right to monitor Customer’s use of the Services and to suspend or block any use it reasonably believes may violate this Agreement. Throttling and suspension for anomalous consumption are governed by Section 4.8 (Fair Use).

5.4 Customer is solely responsible for procuring and maintaining all equipment, software, and services necessary to access and use the Services (collectively, “Equipment”). Customer is also responsible for maintaining the security of its Equipment, accounts, administrative credentials, user passwords, and all files or data stored within its environment, and for all activity occurring under its account, including activity of its Agents, whether or not authorized.

6. CONFIDENTIALITY; PROPRIETARY RIGHTS & DATA PROTECTION

6.1 Confidentiality. Each party (the “Receiving Party”) may receive from the other party (the “Disclosing Party”) certain non-public business, technical, or financial information relating to the Disclosing Party’s business (“Proprietary Information”). Proprietary Information of Unipie includes non-public information about the features, functionality, pricing and performance of the Services. Proprietary Information of the Customer includes non-public data provided by the Customer to enable provision of the Services (“Customer Data”). The Receiving Party agrees to: (i) take reasonable measures to protect the confidentiality of the Proprietary Information, and (ii) use the Proprietary Information solely for purposes of performing under this Agreement or as otherwise permitted herein, and not disclose it to any third party without prior written consent. These obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement, (b) was lawfully in the Receiving Party’s possession before receipt from the Disclosing Party, (c) is lawfully disclosed by a third party without restriction, (d) is independently developed without reference to the Proprietary Information, or (e) is required to be disclosed by law or court order, provided that the Receiving Party gives prompt notice and cooperates with reasonable efforts to limit disclosure.

6.2 Proprietary Rights. Customer retains all rights, title, and interest in and to its Customer Data. Unipie retains all rights, title, and interest in and to (a) the Services and Software, including any improvements, enhancements, or modifications, (b) any tools, applications, or technology developed in connection with the implementation or support of the Services, and (c) all related intellectual property rights.

6.3 Use of Usage Data; No AI Training. Notwithstanding anything to the contrary, Unipie may collect and analyze data and other information relating to the use, performance, and operation of the Services and related systems, including metadata and usage data derived from Customer Data in an aggregated or de-identified manner that does not identify Customer, its Users or End Users (“Usage Data”). Unipie may use Usage Data during and after the Term to improve the Services and for development, diagnostic, and analytical purposes. Unipie will not, and will not permit any third party to, use Customer Data to train, retrain or fine-tune any artificial intelligence, large language or generative AI model without Customer’s express prior written consent; this restriction does not apply to Usage Data. No other rights or licenses are granted except as expressly stated in this Agreement.

6.4 Data Protection. Where Unipie processes personal data on behalf of the Customer in connection with the Services, such processing is subject to the applicable data protection and privacy laws as follows: (1) For personal data subject to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the processing is governed by the Unipie EU Data Processing Addendum (“DPA-EU”), available at: /legal/dpa-eu. The DPA-EU includes the Standard Contractual Clauses adopted by the European Commission. (2) For personal data subject to U.S. state or federal privacy laws, the processing is governed by the Unipie U.S. Data Protection Addendum (“DPA-US”), available at: /legal/dpa-us. Each DPA is incorporated by reference into this Agreement and becomes legally binding upon execution of the applicable Order Form. Third-party tools and Agents that Customer connects to the Services act on Customer’s instructions and are not subprocessors of Unipie.

6.5 Data Export and Deletion. During the Term and for thirty (30) days after its end, Customer may export Customer Data through the export functions of the Minoa Platform or request an export from Unipie; Unipie will fulfil an export request within thirty (30) days in a structured, commonly used and machine-readable format. Unipie will securely delete Customer Data within sixty (60) days after the later of the end of the Term and the fulfilment of an export request made within that thirty (30) day period, except for (i) copies in backup and disaster-recovery systems, which are deleted in the ordinary course of Unipie’s backup cycle (currently within six (6) months) and remain subject to this Agreement until deleted, (ii) data that Unipie is required to retain by Applicable Laws, and (iii) Consumption Data retained in accordance with Section 4.3. Upon request, Unipie will confirm the deletion in writing.

7. PAYMENT OF FEES

7.1 Fees and Adjustments. Customer agrees to pay the Platform Fee and any other fees specified in the applicable Order Form. The Platform Fee for each Contract Year is invoiced annually in advance at the beginning of that Contract Year. Overage is invoiced monthly in arrears at the Overage Rate on the basis of the Consumption Data, in every month in which Overage occurred and regardless of the amount; no separate agreement is required for the invoicing of Overage. The Platform Fee, the Credit Pool and the Overage Rate are fixed for the Term; Unipie bears any variance in the cost of the underlying AI models and infrastructure. With effect from the beginning of a Renewal Term, Unipie may increase the Platform Fee and the Overage Rate by not more than five percent (5%) over the amounts applicable in the preceding Contract Year by giving written notice (including by email) at least thirty (30) days before the Renewal Term begins; the Order Form may provide for a different cap.

7.2 Handling of errors. If Customer believes an invoice contains a billing error, it must notify Unipie within fourteen (14) days of the invoice date to be eligible for a credit or adjustment. Disputes of Consumption Data and Overage invoices are governed by Section 4.4 (Disputes and Corrections). Billing inquiries shall be directed to the contact specified in the Order Form.

7.3 Invoicing and Taxes. Unipie invoices Customer by email to the Billing Contact; full payment is due within thirty (30) days of receipt of the invoice. Customer is responsible for all applicable taxes and duties related to the Services, excluding taxes based on Unipie’s net income.

8. TERM AND TERMINATION

8.1 Term and Renewal. This Agreement begins on the Effective Date and continues for the initial term specified in the Order Form (the “Initial Term”). Unless the Order Form provides otherwise, the Agreement renews automatically for successive periods of twelve (12) months (each a “Renewal Term”) unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Term. Before each Renewal Term the Parties will review the Credit Pool against Customer’s consumption and may adjust it by written agreement (email being sufficient); absent such agreement, the Credit Pool and the Platform Fee of the preceding Contract Year continue to apply, subject to Section 7.1 (Fees and Adjustments). Upon expiry or termination, Customer’s right to access the Services ends, unused AI Credits lapse without compensation, and Overage consumed up to the end of the Term remains payable.

8.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services, including Overage, up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

9. WARRANTY AND DISCLAIMER

9.1 Unipie warrants that during the Term, it will: (i) use commercially reasonable efforts, consistent with prevailing industry standards, to provide the Services materially in accordance with the applicable Order Form and maintain them in a manner that minimizes errors and interruptions; (ii) provide implementation and configuration support in a professional and workmanlike manner; and (iii) maintain all rights, licenses, and authorizations necessary to provide the Services. The Services may be temporarily unavailable due to scheduled maintenance or unscheduled emergency maintenance, whether by Unipie or third-party providers, or due to other causes beyond Unipie’s reasonable control. EXCEPT AS EXPRESSLY STATED ABOVE, UNIPIE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. THE SERVICES AND ANY IMPLEMENTATION AND SUPPORT SERVICES ARE PROVIDED “AS IS,” AND UNIPIE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. LIABILITY & INDEMNITIES

10.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR UNIPIE’S EXPRESS INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, UNIPIE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING FROM A PARTY’S BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

10.2 Indemnification by Unipie. Unipie will defend the Customer and its directors, officers, employees, and agents (collectively, the “Customer Parties”) against any third-party claim, action, or proceeding (a “Claim”) alleging: (i) a breach by Unipie of its representations, warranties, or obligations under this Agreement, or (ii) that the Services infringe any third-party intellectual property right. Unipie will indemnify the Customer Parties against any final judgments, settlements, or awarded damages, including reasonable legal fees and expenses (“Losses”), resulting from such Claims.

10.3 Infringement Remedies. In the event of a Claim under Section 10.2(ii), Unipie may, at its option and expense: (a) obtain the right for Customer to continue using the Services; (b) modify or replace the Services to make them non-infringing; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Services and refund any prepaid fees covering the unused portion of the Term from the effective date of termination.

11. MISCELLANEOUS

11.1 Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remainder of the Agreement will remain in full force and effect.

11.2 Assignment. Neither Party may assign, transfer, or sublicense this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11.3 Entire Agreement and Amendments. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, communications, and agreements, whether oral or written. Any waiver or modification must be in a written instrument signed by both Parties, unless expressly permitted otherwise herein, including under Section 11.9 (Versions of these GTC). In the event of a conflict, the Order Form prevails over these GTC, and the DPA prevails over both with respect to the processing of personal data and personal information.

11.4 Relationship of the Parties. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between the Parties. Customer has no authority to bind or obligate Unipie in any manner.

11.5 Attorneys’ Fees. In any legal proceeding brought to enforce this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees and costs.

11.6 Notices. All notices under this Agreement must be in writing and are deemed to have been duly given: (i) when delivered personally, (ii) when receipt is electronically confirmed, if sent by email, (iii) the next business day after being sent via recognized overnight delivery service, or (iv) upon receipt, if sent by certified or registered mail with return receipt requested. Notices to Customer may be sent to the Customer contact or the Usage Contact named in the Order Form; notices to Unipie to the Unipie contact named in the Order Form.

11.7 Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of New York, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or related to this Agreement must be brought exclusively in the state or federal courts located in New York City, and the Parties hereby submit to the exclusive jurisdiction and venue of such courts.

11.8 Dispute Resolution. The Parties shall make reasonable efforts to resolve any dispute arising under this Agreement amicably. If a resolution cannot be reached at the operational level, either Party may escalate the matter to a Dispute Resolution Committee consisting of at least three qualified senior representatives from each Party. The Committee will attempt to resolve the dispute within thirty (30) days. If the dispute remains unresolved after that period, either Party may pursue available legal remedies

11.9 Versions of these GTC. The version of these GTC published at /legal/gtc on the date on which Customer signs the Order Form applies to that Order Form. Unipie may publish a new version of these GTC at any time; the current version remains available at that address and previous versions in the archive at https://www.minoa.io/legal/. A new version becomes binding for an existing Order Form fourteen (14) days after Unipie has notified Customer of it (by email to the Usage Contact or by notice within the Minoa Platform), unless Customer objects in writing within that period, in which case the previous version continues to apply until the end of the then-current Term. Changes to an Order Form require a written instrument signed by both Parties.