Legal

End User License Agreement

Version 1.0.0Effective April 18, 2026civiq, Inc.

PLEASE READ CAREFULLY

This End User License Agreement (“Agreement” or “EULA”) is a legally binding contract between you (“Customer,” “you,” or “your”) and civiq, Inc. (“civiq,” “we,” “us,” or “our”) governing your access to and use of the civiq platform, including all software, artificial intelligence agents, content, tools, and services made available by civiq (collectively, the “Platform”).

By clicking “I Agree,” by creating an account, or by accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, do not access or use the Platform.

1. Definitions

“Confidential Information” means any non-public information disclosed by or on behalf of a Party, whether disclosed orally, in writing, electronically, or visually, that a reasonable person would understand to be confidential given its nature and circumstances of disclosure. Confidential Information of civiq includes the Platform IP (defined below). Confidential Information of Customer includes the Customer Content (defined below).

“Customer Content” means all information, ideas, concepts, data, materials, and deliverables that Customer (a) provides or inputs into the Platform, or (b) receives as Platform output generated from Customer’s inputs, including without limitation business strategies, product concepts, brand assets, pitch decks, financial models, prototypes, and related deliverables created through Customer’s use of the Platform.

“Platform IP” means all intellectual property, technology, methodology, and know-how underlying or embedded within the Platform, including but not limited to civiq’s proprietary artificial intelligence system architectures, pipeline orchestration methodologies, agent instructions and behavioral specifications, evaluation and scoring frameworks, design systems, analytical algorithms, workflow automation techniques, user interface designs, software code, APIs, documentation, and any improvements, modifications, or derivative works thereof. The specific constituents of Platform IP are maintained in an internal Trade Secret Registry and protected under applicable law, including the federal Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) and New York common law.

“Trade Secret Categories” means the distinct categories of Platform IP maintained in civiq’s internal Trade Secret Registry, each of which derives independent economic value from not being generally known and is subject to reasonable measures to maintain secrecy.

2. Grant of License

Subject to Customer’s continuing compliance with this Agreement and payment of all applicable fees, civiq grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for Customer’s internal business purposes, and to use, reproduce, modify, and distribute the Customer Content generated through Customer’s authorized use of the Platform.

3. No Outcome Guarantees; Advisory Nature of Platform

Customer acknowledges and agrees that the Platform provides automated strategic, creative, and analytical outputs intended to assist Customer in developing Customer’s own business ideas. The Platform does not provide legal, tax, accounting, investment, or other professional advice. Customer is solely responsible for all decisions made based on Platform outputs.

civiq makes no representation, warranty, or guarantee, express or implied, that:

  • Customer’s business, product, or venture will achieve any particular level of success, profitability, market acceptance, valuation, or return on investment;
  • Platform outputs will be accurate, complete, error-free, or fit for any particular purpose;
  • any deliverable produced through the Platform will meet any specific quality standard beyond the quality gates applied by the Platform itself;
  • Customer’s use of the Platform will result in any specific business outcome, including but not limited to investment, revenue, customer acquisition, or partnership.

Customer expressly assumes all risk associated with any reliance on Platform outputs.

4. Customer’s Confidentiality Obligations (Platform IP)

Customer acknowledges that the Platform embodies valuable trade secrets and Confidential Information of civiq. During the Term and at all times thereafter, Customer shall:

  1. hold all Platform IP in strict confidence and use the same degree of care to protect it that Customer uses to protect its own confidential information of similar nature (but in no event less than a reasonable degree of care);
  2. not disclose, publish, transmit, or otherwise make available any Platform IP to any third party without civiq’s prior written consent, except to Customer’s officers, employees, and professional advisors who (i) have a legitimate need to know, (ii) have been informed of the confidential nature of the Platform IP, and (iii) are bound by written obligations of confidentiality no less restrictive than those set forth in this Agreement;
  3. not use Platform IP for any purpose other than exercising Customer’s rights under the license granted in Section 2;
  4. take all reasonable precautions to prevent unauthorized access to, or disclosure or use of, Platform IP; and
  5. promptly notify civiq in writing of any known or suspected unauthorized access to, disclosure of, or use of Platform IP.

5. civiq’s Reciprocal Confidentiality Obligations (Customer Content)

civiq acknowledges that Customer Content is and shall remain the sole and exclusive property of Customer, and may contain Confidential Information of Customer. civiq shall:

  1. hold all Customer Content in strict confidence and use at least the same degree of care to protect it that civiq uses to protect its own confidential information of similar nature (but in no event less than a reasonable degree of care);
  2. not disclose, publish, or otherwise make available any Customer Content to any third party, except (i) to civiq’s employees and contractors who are bound by written confidentiality obligations and have a legitimate need to access such Customer Content to provide the Platform, (ii) to third-party service providers strictly as necessary to operate the Platform and subject to confidentiality obligations, or (iii) as required by applicable law;
  3. not use Customer Content to develop, market, promote, or sell any product or service competitive with Customer’s business as articulated in Customer Content, and shall not use Customer Content for civiq’s own commercial purposes outside of operating the Platform for Customer;
  4. not use Customer Content to train, fine-tune, or improve any machine learning model except (i) aggregated, de-identified operational metrics used to improve the Platform itself, and (ii) with Customer’s express written consent;
  5. implement and maintain appropriate technical and organizational security measures to protect Customer Content, including access controls, encryption in transit and at rest, and secure storage; and
  6. upon Customer’s written request following termination of Customer’s access to the Platform, return or delete Customer Content in civiq’s possession, subject to retention required by applicable law and routine backup cycles.

6. Intellectual Property Ownership

6.1 Platform IP. As between the Parties, civiq retains all right, title, and interest in and to the Platform and all Platform IP, including all intellectual property rights therein. No rights or licenses are granted except as expressly set forth in this Agreement. All rights not expressly granted to Customer are reserved by civiq.

6.2 Customer Content. As between the Parties, Customer retains all right, title, and interest in and to the Customer Content, including all intellectual property rights therein. Customer grants civiq a limited, non-exclusive, royalty-free license to use, store, process, transmit, and display Customer Content solely to the extent necessary to provide the Platform to Customer. Such license terminates upon termination of Customer’s access to the Platform, except as required for the operation of routine backup systems.

6.3 Feedback. If Customer provides civiq with any suggestions, comments, or feedback regarding the Platform (“Feedback”), Customer grants civiq a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use such Feedback for any purpose without obligation to Customer. Feedback is not considered Customer Content.

7. Restrictions on Use

Customer shall not, and shall not permit any third party to:

  1. Reverse Engineering. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, programming interfaces, methodologies, agent instructions, evaluation criteria, scoring systems, pipeline logic, design recipes, or other trade secrets embedded in any part of the Platform, whether from source code, binary code, Platform outputs, network traffic, or any other means;
  2. Recreation or Derivative Development. develop, design, build, train, or contribute to any product, service, platform, or machine learning model that replicates, substantially resembles, or is derived from the Platform, Platform IP, or Platform outputs, including any product that combines multiple AI agents in sequential stages with quality gates to produce business deliverables;
  3. AI Training. use Platform outputs, Platform IP, or any observable behavior of the Platform to train, fine-tune, prompt, distill, or otherwise improve any artificial intelligence or machine learning model, whether third-party or Customer’s own;
  4. Unauthorized Access. access the Platform through any means other than the interfaces authorized by civiq; circumvent or attempt to circumvent any access, rate-limit, usage, or security control; or use automated scripts, bots, crawlers, or scraping tools without civiq’s prior written consent;
  5. Resale or Sublicense. rent, lease, lend, sell, resell, sublicense, assign, distribute, or otherwise transfer the Platform, Platform IP, or any rights granted under this Agreement to any third party;
  6. Branding. remove, obscure, or alter any copyright, trademark, or other proprietary notices appearing on or in the Platform or Platform outputs; or represent any Platform outputs as not having been generated through the Platform where such representation is material; or
  7. Unlawful Use. use the Platform in violation of any applicable law, regulation, or third-party right.

8. Remedies for Breach

8.1 Irreparable Harm. Customer acknowledges that any breach or threatened breach of Sections 4, 6.1, or 7 would cause immediate and irreparable harm to civiq for which monetary damages alone would be an inadequate remedy. Accordingly, civiq shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond (or, if a bond is required, a nominal bond shall be sufficient).

8.2 Liquidated Damages. In the event Customer breaches Section 4 or Section 7, Customer shall pay to civiq liquidated damages in the amount of one hundred fifty thousand dollars ($150,000) per violation. Each distinct act of misappropriation involving one or more of civiq’s Trade Secret Categories shall constitute a separate violation. Where a single act of misappropriation affects multiple Trade Secret Categories, liquidated damages shall apply separately to each Trade Secret Category so affected.

The Parties acknowledge and agree that:

  1. the actual damages that would result from a breach of Section 4 or Section 7 would be extraordinarily difficult to calculate with precision given the trade secret nature of the protected subject matter, the rapid and potentially irreversible nature of trade secret dilution, and the difficulty of quantifying harm to civiq’s competitive position, patent portfolio, and future revenue;
  2. the liquidated damages amount set forth above represents a reasonable pre-estimate of the anticipated harm, taking into account the substantial investment civiq has made in developing the Platform and the asymmetric harm that unauthorized disclosure or recreation would cause;
  3. this liquidated damages provision is not intended as, and shall not be construed as, a penalty; and
  4. liquidated damages are in lieu of actual monetary damages for the breaches to which they apply, but are in addition to (i) injunctive and other equitable relief, (ii) attorneys’ fees recoverable under Section 8.4, and (iii) any statutory or common law remedies available under the Defend Trade Secrets Act of 2016, the New York Uniform Trade Secrets framework, or other applicable law.

8.3 Election of Remedies. civiq may, in its sole discretion and in lieu of collecting liquidated damages, elect to pursue actual damages, lost profits, unjust enrichment, exemplary damages (including those available under 18 U.S.C. § 1836(b)(3)(C) for willful and malicious misappropriation), and any other remedies available under applicable law.

8.4 Attorneys’ Fees. In any action or proceeding to enforce or arising out of a breach of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing Party.

8.5 Cumulative Remedies. All remedies available to civiq under this Agreement are cumulative and in addition to, not in lieu of, any other remedies available at law or in equity.

9. Warranty Disclaimer

THE PLATFORM AND ALL PLATFORM OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CIVIQ MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR AVAILABILITY. WITHOUT LIMITING THE FOREGOING, CIVIQ DOES NOT WARRANT THAT (a) THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (b) OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, (c) ANY DEFECTS WILL BE CORRECTED, OR (d) PLATFORM OUTPUTS WILL BE ACCURATE OR COMPLETE. THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CIVIQ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CUSTOMER’S USE OF THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF CIVIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL CIVIQ’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF (a) THE TOTAL FEES PAID BY CUSTOMER TO CIVIQ IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED DOLLARS ($100). NOTHING IN THIS SECTION LIMITS LIABILITY FOR MATTERS THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

11. Indemnification

Customer shall indemnify, defend, and hold harmless civiq and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) Customer’s breach of this Agreement, (b) Customer’s misuse of the Platform, (c) Customer’s violation of any applicable law, or (d) any Customer Content that infringes any third-party right.

12. Term and Termination

12.1 Term. This Agreement commences on the date Customer first accepts it and continues until terminated as provided herein.

12.2 Termination by Customer. Customer may terminate this Agreement at any time by discontinuing use of the Platform and requesting account deletion. No fees will be refunded except as expressly provided in an applicable order form or as required by law.

12.3 Termination by civiq. civiq may suspend or terminate Customer’s access to the Platform immediately, with or without notice, if civiq reasonably believes Customer has breached this Agreement, violated any applicable law, engaged in fraudulent or abusive activity, or failed to pay any fee when due.

12.4 Effect of Termination. Upon termination, all licenses granted to Customer shall immediately cease. Sections 1, 4, 5, 6, 7, 8, 9, 10, 11, 13, and 14 shall survive termination of this Agreement.

13. Governing Law and Dispute Resolution

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

13.2 Venue. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York County, New York. Each Party consents to the personal jurisdiction and venue of such courts and waives any objection based on forum non conveniens.

13.3 Waiver of Jury Trial. Each Party irrevocably waives its right to a trial by jury in any action or proceeding arising out of or relating to this Agreement.

14. General Provisions

14.1 Entire Agreement. This Agreement, together with any order form or enterprise agreement executed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, and communications, whether oral or written.

14.2 Amendments. civiq may amend this Agreement from time to time by posting an updated version on the Platform. Material changes will be communicated to Customer and require Customer’s re-acceptance before continued use of the Platform. Continued use after acceptance of an updated version constitutes agreement to the updated terms.

14.3 Assignment. Customer may not assign or transfer this Agreement or any rights or obligations hereunder without civiq’s prior written consent. civiq may assign this Agreement without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

14.4 Severability and Judicial Modification. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or unreasonable, such court is empowered to modify such provision to the minimum extent necessary to make it valid and enforceable rather than voiding or striking it. If any provision cannot be so modified, it shall be severed and the remaining provisions shall continue in full force and effect.

14.5 Waiver. No failure or delay by civiq in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise preclude any other or further exercise of any other right.

14.6 Electronic Signatures. Customer’s act of clicking “I Agree,” creating an account, or using the Platform constitutes Customer’s electronic signature and has the same legal effect as a handwritten signature under the federal E-SIGN Act (15 U.S.C. § 7001 et seq.) and any applicable state electronic signature law.

14.7 Notices. Notices to civiq shall be sent to the address published on civiq’s website. Notices to Customer shall be sent to the email address on file for Customer’s account. Notices are effective upon receipt.

14.8 Headings. Headings in this Agreement are for convenience only and do not affect interpretation.

14.9 Construction. This Agreement shall not be construed against either Party as the drafter.

15. Acceptance

By clicking “I Agree” or by accessing or using the Platform, Customer acknowledges that Customer has read, understood, and agreed to be bound by this Agreement. Customer warrants that Customer has the authority to enter into this Agreement on behalf of any entity Customer represents.

civiq, Inc. · Version 1.0.0 · Effective April 18, 2026