Customer Agreement

Last Updated: 12 October 2026

This Customer Agreement (the "Agreement") governs Customer's purchase and use of the Mira platform from Helios Core AI LLC, a Michigan limited liability company ("Helios", "Mira", "we", "us" or "our").

By (a) executing an Order Form that references this Agreement, or (b) clicking to accept this Agreement, or (c) accessing or using the Services, Customer agrees to be bound by it. If the individual accepting is doing so on behalf of a company or other legal entity, that individual represents that they have authority to bind that entity, in which case "Customer" means that entity. If the individual does not have that authority, they must not accept this Agreement and may not use the Services.

THIS AGREEMENT CONTAINS A JURY TRIAL WAIVER AND AN EXCLUSIVE MICHIGAN VENUE PROVISION AT SECTION 14, AND LIMITATIONS OF LIABILITY AT SECTION 11. PLEASE READ THEM CAREFULLY.

Questions: legal@helios-core.com

1. DEFINITIONS

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.

"Agent Action" has the meaning given in the applicable Service Schedule, and "Agent Actions" is construed accordingly.

"AUP" means the Acceptable Use Policy at https://helios-core.com/legal/aup, as updated in accordance with Section 3.4.

"Business Associate Addendum" or "BAA" means the Business Associate Addendum executed by the parties under Section 7.4, where one has been executed.

"Caller" means an individual, other than a User, who interacts with the Services through a channel Customer has enabled — including a member of the public who calls a telephone number Customer operates through the Services.

"Confidential Information" means information disclosed by one party to the other that is marked or identified as confidential, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer's Confidential Information includes Customer Data. Helios's Confidential Information includes the Services, the Documentation, and all non-public technical and security information about them. Each party's Confidential Information includes the terms and pricing of any Order Form. Section 6 sets out what is excluded.

"Customer Data" means Customer Content, together with the settings and credentials comprised in Customer Configuration. Platform Configurations are governed by Section 8.2 rather than as Customer Data, and Helios Materials are not Customer Data.

"Customer Configuration" means the choices Customer makes, and the settings and credentials Customer supplies, that govern how the Services behave — whether through the administrative console, an Order Form, an integration, or a request to Helios — including the tools and capabilities enabled; verification requirements and approval gates; whether command execution is enabled and the execution identities supplied for it; behavioral settings, routing rules, thresholds and budgets; Customer's selection, activation, execution and modification of Helios Materials; the Platform Configurations Customer deploys; and the Connected Systems Customer selects and the credentials Customer supplies for them.

"Customer Content" means:

(a) the content of conversations, tickets, calls, messages and email handled by the Services for Customer's Users and Callers, and the records generated from them;

(b) records and data retrieved from Connected Systems;

(c) Customer Knowledge Content — knowledge base articles, documentation and reference material that Customer or its Users author in or upload to the Services and that describe Customer's own environment, systems, policies, procedures and people; and

(d) any other data Customer submits to the Services that is not a Platform Configuration or Helios Materials;

together with any Customer Content embedded in a Platform Configuration — such as Customer's own system names, addresses, credentials, personnel or policy text. Customer Content excludes Helios Materials. Platform Configurations are addressed separately in Section 8.2.

"Platform Configuration" means a runbook, workflow definition, automation, agent instruction, prompt text, routing or classification rule, or similar item that Customer or its Users create, assemble, import or modify in the Services, or that Helios creates or modifies for Customer under Section 8.3, using Helios's components, tools, steps, templates or prompt architecture — whether from a blank state or from Helios Materials — excluding any Helios Materials incorporated in it and any Customer Content embedded in it. Section 8.2 governs ownership and use.

"Connected System" means a third-party system Customer authorizes the Services to access, including identity providers, ticketing systems, endpoint management, observability and communications platforms.

"Data Security Incident" means unauthorized access to, or unauthorized acquisition, disclosure, alteration or loss of, Customer Data in Helios's possession or control, resulting from a breach of Helios's obligations under Section 7.5 or the DPA.

"Documentation" means the then-current usage guides, technical documentation and online help files Helios makes generally available for the Services.

"DPA" means the Data Processing Addendum identified in the Order Form for the Services purchased, incorporated into this Agreement by reference. Where an Order Form identifies more than one, each applies to the Service it covers.

"Sub-processor list" means the list of Helios's sub-processors identified in the applicable DPA, as updated in accordance with Section 6.2 of that DPA.

"Helios Materials" means the Services and Documentation; all prompts, instructions and model guidance embedded in the Services, wherever they sit — including within tool definitions, agent scaffolds, system instructions, and the prompt architecture into which any Customer-supplied instruction is inserted; all templates, default prompts, template runbooks and workflows, default routing rules and classifications, sample and starter knowledge base content, and other materials Helios supplies through or for the Services — including the shared template library — together with every copy and instantiation of any of them. Helios Materials incorporated in a Platform Configuration remain Helios Materials; the Customer-authored arrangement that constitutes the Platform Configuration is not.

"Order Form" means an ordering document executed by the parties that references this Agreement and identifies the Services purchased, the Service Schedules that apply, quantities, fees and term.

"Service Level Exhibit" means a document attached to and signed with an Order Form that states an availability commitment for the Services it identifies, as contemplated by Section 9.7.

"Service Schedule" means a product-specific schedule to this Agreement identified in an Order Form. Each Service Schedule forms part of this Agreement for the Services it covers.

"Services" means the Mira products identified in an Order Form, together with the Documentation and the support described in Section 3.8, as further described in the applicable Service Schedule.

"SOW" means a statement of work for professional services executed by the parties.

"Subscription Term" means the period stated in an Order Form.

"User" means an individual within Customer's workforce — an employee, contractor, or other person acting under Customer's authority — whom Customer authorizes to administer, configure or operate the Services, or who interacts with the Services through a channel Customer has enabled.

2. ORDER OF PRECEDENCE

This Agreement, together with each Order Form, Service Schedule and the documents incorporated by reference, forms the entire agreement. In the event of conflict, the following order of precedence applies, from highest to lowest:

the applicable Order Form, including any Service Level Exhibit attached to it;
the Business Associate Addendum, where executed, as to protected health information;
the DPA, as to Personal Data;
this Agreement;
the applicable Service Schedule;
the applicable SOW, solely as to the scope, deliverables, fees and acceptance of the professional services it describes; and
the AUP.

A term in a lower-ranked document is superseded only to the extent of the conflict. An SOW cannot vary Sections 6 through 14 of this Agreement or any term of the DPA or BAA.

3. THE SERVICES

3.1 Provision

Subject to this Agreement and the applicable Order Form, Helios will make the Services available to Customer during the Subscription Term and grants Customer a non-exclusive, non-transferable right to access and use them for the internal business purposes of Customer and its Affiliates. Customer is responsible for its Affiliates' use as if it were Customer's own. An Affiliate of Customer may enter into an Order Form under this Agreement, and is the Customer for that Order Form.

3.2 Service Schedules

The functional description of each product, and the terms specific to it, are set out in its Service Schedule. An Order Form identifies which Service Schedules apply. A Service Schedule has effect only while an Order Form identifying it is in effect.

3.3 Changes to the Services

Helios may modify the Services from time to time. Helios will not materially degrade the functionality of a Service described in the Documentation during a Subscription Term for which fees have been paid. Helios will give at least thirty (30) days' notice before deprecating a materially used feature or a documented API, except where a shorter period is required to address a security or legal risk. If a deprecation materially degrades a Service for Customer during a Subscription Term for which fees have been paid, Customer may terminate the affected Order Form on notice given before the deprecation takes effect and receive a refund of prepaid, unused fees.

3.4 Changes to this Agreement

Helios may update this Agreement, the AUP, the DPA or a Service Schedule. Helios will give notice of an update at least thirty (30) days before it takes effect, by email to Customer's notices contact identified in the Order Form, identifying the change.

An update that materially and adversely changes Customer's rights or Helios's obligations does not take effect until the start of Customer's next renewal term. Any other update takes effect at the end of the notice period.

A Customer that does not accept an update may terminate the affected Order Form before the update's effective date and receive a refund of prepaid, unused fees.

An update required by law, or reasonably necessary to address a security risk, may take effect on shorter notice.

A price revision under Section 5.7 (Usage Review) is not an update to this Agreement for the purposes of this Section, and is governed by that Section instead.

3.5 Restrictions

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

(a) reverse engineer, decompile or disassemble the Services, or attempt to derive their source code, structure or underlying ideas, except to the extent this restriction is prohibited by applicable law;

(b) use the Services or their output to develop a product or service competitive with the Services, or conduct competitive benchmarking, model extraction or comparative analysis for the purpose of developing one;

(c) extract, reconstruct or attempt to discover the system prompts, model instructions, tool definitions or schemas, routing logic, or retrieval configuration of the Services; or use outputs of the Services to train, fine-tune or evaluate any machine learning model other than for Customer's internal assessment of the Services;

(d) probe, scan or test the vulnerability of the Services, or circumvent any authentication, rate limit, usage limit or security control;

(e) resell, sublicense, rent, lease, or make the Services available to any person other than Customer's Users and Callers, or use them in a service bureau or outsourcing capacity;

(f) submit to the Services any material that is unlawful, infringing, or that Customer lacks the right to submit, or any malicious code; or

(g) use the Services in violation of the AUP or applicable law.

3.6 Suspension

Helios may suspend access to the Services, in whole or in part, where necessary to address (a) a material breach of Section 3.5 or the AUP, (b) a security risk to the Services or another customer, (c) a legal requirement, or (d) non-payment under Section 5.4. Helios will give notice before suspending where practicable, will limit any suspension in scope and duration to what is reasonably necessary, and will restore access promptly once the cause is resolved.

3.7 Pilots and Trials

Where Helios makes the Services available on a pilot, trial, proof-of-concept or evaluation basis, they are provided for the period Helios specifies, for evaluation only, "AS IS", without warranty, indemnity or service level commitment, and Helios may terminate them at any time. Sections 6, 7 and 8 apply in full. Unless the parties enter into an Order Form before the pilot ends, Helios will delete Customer Data within thirty (30) days after it ends. Helios's total liability in connection with a pilot will not exceed one hundred dollars ($100), except that this limit does not apply to Helios's gross negligence, willful misconduct or fraud. Outcomes observed in a pilot are not a warranty of outcomes under a subscription.

3.8 Support

Helios provides support by email at support@helios-core.com during Business Hours.

"Business Hours" means 09:00 to 17:00 US Eastern, Monday to Friday, excluding US public holidays. "Business Hour" and "Business Day" are measured within Business Hours.

Customer assigns an initial severity when it submits a request; Helios may reassign it, acting reasonably, and will tell Customer if it does.

Severity	Definition	Target initial response
1 — Critical	The Services are unavailable, or a material function is unusable, with no reasonable workaround	4 Business Hours
2 — High	A material function is impaired, and a reasonable workaround is available	1 Business Day
3 — Normal	A non-material issue, a question, or a request for information	2 Business Days

These are targets for an initial response, not commitments to resolve. Helios does not commit to a time to resolve any request. A failure to meet a response target is not a breach of any availability commitment and does not give rise to a service credit. Section 9.4 applies.

Response targets do not run while Helios is awaiting information reasonably requested from Customer.

This Section is not an availability commitment. Helios does not warrant that the Services will be available for any proportion of time except where an Order Form expressly attaches a Service Level Exhibit (Section 9.7).

4. CUSTOMER RESPONSIBILITIES

4.1 Accounts, Users and Callers

Customer is responsible for all activity under its account and for maintaining the confidentiality of credentials. Customer will notify Helios promptly of any unauthorized access it becomes aware of.

Customer is responsible for its Users' compliance with this Agreement and the AUP and for their conduct in using the Services, and represents that it has the authority — through its policies, employment and contractor terms, or otherwise — to require that compliance from its workforce.

Customer is responsible for its own compliance with law in its dealings with Callers through the Services. Customer is not responsible for a Caller's compliance with this Agreement, and Helios does not require it.

4.2 Customer Data

Customer is responsible for the accuracy, quality and legality of Customer Data, the means by which it was acquired, and its right to submit it to the Services.

4.3 Customer Configuration

Customer is responsible for Customer Configuration and for its consequences. The Services operate within the permissions, thresholds, approvals, content and instructions Customer establishes. Where a Service Schedule describes controls that Customer may enable, restrict or disable, the decision to do so is Customer's, and Helios is not responsible for outcomes that result from that decision. Customer will review its configuration periodically and after any material change to its environment.

Helios's corresponding commitment is in Section 9.2(c): the Services will operate within Customer Configuration as recorded in the Services.

Limits. Where an Order Form or Service Schedule states a limit on Customer's use of the Services, Customer will not exceed it and will configure the Services so that it does not. That obligation applies whether or not the Services restrict the relevant activity, and Helios's failure to restrict or to object is not a waiver. Helios may apply any stated limit technically, and may introduce a technical control for a limit it does not presently apply, on notice.

4.4 Cooperation and Environment

Customer will provide the access, credentials, cooperation and information reasonably required for Helios to provide the Services, and is responsible for its own systems, networks and third-party services. Helios is not liable for a failure of the Services caused by Customer's environment or a Connected System, including under any service level commitment given under Section 9.7.

4.5 Compliance

Customer is responsible for determining whether the Services meet Customer's regulatory obligations and for complying with the laws applicable to Customer's use, including those governing recording and monitoring of communications, telephone and text solicitation, employment, and the handling of personal and health information. Helios does not provide legal or compliance advice.

5. FEES AND PAYMENT

5.1 Fees

Customer will pay the fees stated in the Order Form. Except as expressly stated, fees are non-cancelable, payments are non-refundable, and quantities purchased may not be decreased during a Subscription Term. Fees are priced on a normal composition of the work the Services perform; Section 5.7 applies where Customer's usage is materially disproportionate to that.

5.2 Usage-Based Fees and Measurement

Where an Order Form prices a Service by a usage unit, that unit is defined in the applicable Service Schedule. Helios measures usage through the Services, makes current usage visible to Customer through the Services during each billing period, and finalizes the count for each billing period at its close. Helios's finalized usage records are presumed correct for billing.

Customer may dispute a finalized count by written notice within thirty (30) days of the invoice date, identifying the period and the basis for the dispute. On request, Helios will provide the usage records on which the disputed count is based. Helios will review in good faith and, where the review shows an error in Helios's measurement, will correct it by credit against the next invoice or, if there is none, by refund. A finalized count is not otherwise reopened. Customer will pay undisputed amounts when due.

5.3 Overage

Where an Order Form states an included quantity, usage above it is charged at the overage rate stated, invoiced in arrears.

5.4 Invoicing and Late Payment

Fees are invoiced in advance unless the Order Form states otherwise, and are due within thirty (30) days of the invoice date unless otherwise stated. Undisputed amounts more than fifteen (15) days overdue may accrue interest at 1.5% per month or the maximum permitted by law, whichever is less, and may result in suspension under Section 3.6 following notice.

5.5 Taxes

Fees exclude taxes. Customer is responsible for all taxes other than those based on Helios's income.

5.6 Renewal Pricing

Fees for each renewal term increase by four percent (4%) over the fees for the preceding term for the same quantities. Helios may apply a larger increase by giving notice at least sixty (60) days before the renewal date, and no increase under this Section will exceed ten percent (10%) over the fees for the preceding term. This Section does not limit a price revision under Section 5.7.

5.7 Usage Review

A usage unit priced in an Order Form — such as a Case or an Investigation — covers work that varies in the computational resources it consumes. Fees for each unit are priced on a normal composition of the work within that unit, and Customer acknowledges that a usage pattern weighted disproportionately toward resource-intensive work costs materially more to provide.

Helios may review Customer's usage, and where the composition of that usage is materially disproportionate to normal usage of the Services, Helios reserves the right to revise the price per unit prospectively, by written notice describing the disproportion and the revised price.

A revision under this Section (a) does not apply retroactively or to fees already invoiced, (b) takes effect no earlier than thirty (30) days after notice, and (c) may not exceed the increase reasonably attributable to the disproportion. Within those thirty (30) days Customer may instead reduce its usage to a normal composition, or terminate the affected Order Form and receive a refund of prepaid, unused fees.

6. CONFIDENTIALITY

Each party will protect the other's Confidential Information with at least the degree of care it uses for its own, and not less than reasonable care; will not disclose it except to employees, Affiliates, advisers and contractors with a need to know who are bound by confidentiality obligations no less protective; and will not use it outside the scope of this Agreement. Either party may disclose Confidential Information where required by law, provided it gives prompt notice where legally permitted and reasonably cooperates in any effort to limit disclosure. Breach of this Section may cause irreparable harm for which damages are an inadequate remedy, and the non-breaching party may seek injunctive relief without posting a bond.

Helios's obligations in respect of the security of Customer Data are set out in Section 7.5 and the DPA, and a Data Security Incident is governed by Section 11.4 rather than by this Section.

Confidential Information does not include information that (a) is or becomes public through no fault of the receiving party, (b) was rightfully known to the receiving party without restriction before disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without reference to the disclosing party's Confidential Information.

Customer Content embedded in a Platform Configuration is Customer's Confidential Information. Helios's use of a Platform Configuration under its license in Section 8.2 is not a breach of this Section.

7. DATA

7.1 Ownership

As between the parties:

(a) Customer owns Customer Content — its ticket, conversation and message data, the records retrieved from its Connected Systems, its Customer Knowledge Content, and the Customer Content embedded in any Platform Configuration.

(b) Customer owns the Platform Configurations it creates, subject to the license to Helios and the limits in Section 8.2.

(c) Helios owns Helios Materials, including every prompt embedded in the Services and every template, and nothing Customer selects, executes, modifies or builds from them transfers any ownership of Helios Materials to Customer.

No ownership passes to Helios in Customer Content by reason of its being stored, processed or displayed in the Services.

7.2 License to Helios

Customer grants Helios and its sub-processors a non-exclusive, worldwide license to host, copy, process, transmit and display Customer Data solely as necessary to provide, secure and support the Services, and as otherwise permitted by this Agreement and the DPA.

7.3 No Training on Customer Data

Helios will not use Customer Data to train, fine-tune or improve any machine learning model.

Helios uses third-party model, speech and AI providers to deliver the Services, and will not allow any such provider to use Customer Data to train, fine-tune or improve any model. For each provider, Helios uses only an offering, account tier, contractual arrangement or configuration under which that is the case, and will not add a provider for which no such basis is available. Helios will provide details of the basis for any listed provider on request.

This Section does not restrict Helios from using aggregated and de-identified information about the operation and performance of the Services — such as volumes, latencies, error rates, tool-invocation counts and outcome distributions — to operate, secure, support, analyze and improve the Services. Information is de-identified for this purpose only where it does not identify, and cannot reasonably be used to identify, Customer, any User, Caller or other individual, and Helios will not attempt to re-identify it. Helios will not publish or disclose such information in any form that identifies Customer without Customer's consent.

7.4 Personal Data and Health Information

Where Helios processes personal data on Customer's behalf, the DPA applies and is incorporated by reference. Where Customer requires Helios to handle protected health information, the Business Associate Addendum must be executed before any such information is submitted.

7.5 Security

Helios will maintain administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Customer Data, as described in the DPA. Helios will not materially diminish those protections during a Subscription Term.

7.6 Retention, Return and Deletion

Customer may configure a retention period for each Service, as described in Section 8.1 of the DPA.

For thirty (30) days after expiry or termination of the Order Form under which Customer Content was processed, Customer may request that Helios make that Customer Content available in a commonly used electronic format, at no additional charge. Helios will delete that Customer Data within sixty (60) days after the end of that period, and will confirm deletion on written request.

The export right in this Section does not extend to Platform Configurations or to Helios Materials. Platform Configurations are governed by Section 8.2. Customer Knowledge Content is Customer Content and is within that right.

Deletion is subject to the limitations described in the DPA, including data held by a Connected System or by a communications provider under Customer's own account or under that provider's retention settings, backup copies overwritten in the ordinary cycle, and data Helios is required by law to retain.

7.7 Feedback

If Customer provides suggestions or feedback about the Services, Helios may use it without restriction or obligation to Customer.

8. INTELLECTUAL PROPERTY

8.1 Helios Materials

Helios owns and retains all right, title and interest in and to Helios Materials and all associated intellectual property, including without limitation the platform and its software; every prompt, instruction and reasoning scaffold embedded anywhere in the Services, including within tool definitions and the architecture into which Customer's own agent instructions are inserted; tool definitions, schemas and dispatch logic; the runbook and workflow template library and every template, default prompt and starter content in it; classification, routing and retrieval logic and their calibration; the Documentation; and all improvements, modifications and derivative works of any of the foregoing. No rights are granted except as expressly stated in this Agreement.

License to Helios Materials. During the Subscription Term, Customer may use, instantiate, configure and modify Helios Materials within the Services for its internal business purposes. A modification of Helios Materials remains Helios Materials, and Customer's right to it is limited to use with the Services during the Subscription Term. Customer will not extract Helios Materials from the Services, reproduce them outside the Services, or use them to build or train a competing product.

Prompts. Instructions Customer supplies for its agent are a Platform Configuration under Section 8.2. The prompt architecture into which they are inserted remains Helios Materials, and nothing in this Agreement gives Customer any right in any prompt Helios embeds in the Services.

8.2 Platform Configurations

Ownership. As between the parties, Customer owns the Platform Configurations it or its Users create, excluding any Helios Materials incorporated in them, which remain Helios Materials.

What that ownership is, and is not. A Platform Configuration expresses a procedure — adding a user to a group, restarting a job, troubleshooting a database, onboarding an employee, triaging an alert — as a particular arrangement of Helios's components, tools, steps and prompt architecture. Customer's ownership is of that particular arrangement. It does not extend to the procedure, method, sequence, pattern, technique or know-how the arrangement expresses, whether technical or business process; to Helios's components; or to any other Platform Configuration that performs the same or a similar function. It confers no exclusivity against Helios or any other customer, and no right to prevent Helios from creating, offering, or assisting any customer to create, a Platform Configuration that performs the same or a similar function. Section 8.5 applies.

License to Helios. Customer grants Helios a non-exclusive, worldwide, royalty-free license: (a) to host, use, reproduce and modify each Platform Configuration as necessary to provide, secure and support the Services; and (b) to use each Platform Configuration as a reference in creating generalized templates and other Helios Materials, provided that Helios removes Customer Content before doing so and does not identify Customer. The license in (b) is perpetual and irrevocable, and a generalized template created under it is Helios Materials. Customer Content remains Customer's Confidential Information under Section 6.

Use within the Services. Platform Configurations are used within the Services and are not subject to the export right in Section 7.6. Customer's access to a Platform Configuration through the Services ends with the Subscription Term.

8.3 Configurations Helios Creates for Customer

A Platform Configuration that Helios creates or modifies for Customer at Customer's request — in onboarding, in support, or under an SOW — is treated as a Platform Configuration Customer creates, and Section 8.2 governs it. Software, connectors, integrations and other changes to the Services that Helios develops, whether or not at Customer's request, are Helios Materials. Nothing developed by Helios is a work made for hire, and no assignment of ownership to Customer is made or implied except as expressly stated in an Order Form.

8.4 Trademarks and Publicity

Neither party may use the other's marks without prior written consent. With Customer's prior written consent, not to be unreasonably withheld, Helios may identify Customer as a customer by name and logo in customer lists and on its website. Any press release requires the other party's prior written approval, not to be unreasonably withheld.

8.5 Independent Development and Know-How

Nothing in this Agreement restricts Helios from independently developing, acquiring or offering content, templates, features or services that are similar to, or perform the same function as, any Platform Configuration or Customer Knowledge Content, or from assisting any other customer to create one, provided Helios does not reproduce Customer Content for another customer. Helios may use the general knowledge, skills and experience its personnel gain in providing the Services. Helios's obligations under Section 6 in respect of Customer Content are unaffected.

9. WARRANTIES AND DISCLAIMERS

9.1 Mutual

Each party warrants that it has the legal power and authority to enter into this Agreement.

9.2 Helios Warranty

Helios warrants that during the Subscription Term:

(a) it will provide the Services in a professional and workmanlike manner;

(b) the Services will conform in all material respects to the Documentation;

(c) the Services will operate within Customer Configuration as recorded in the Services at the time of the relevant operation — including verification requirements, approval gates, enabled capabilities and whether command execution is enabled; and

(d) Helios will provide the Services in compliance with the laws applicable to Helios's provision of them to its customers generally, without regard to Customer's particular use.

For a breach of this warranty, Customer's exclusive remedy is for Helios to re-perform or correct the deficient Services or, if Helios cannot do so within a reasonable period, for Customer to terminate the affected Order Form and receive a refund of prepaid, unused fees for the terminated portion. This exclusive-remedy provision does not limit Section 11 as it applies to a Data Security Incident, nor a claim under Section 9.2(c) for direct damages within the cap in Section 11.2.

9.3 Customer Warranty

Customer warrants that it has all rights necessary to provide Customer Data and Customer Configuration to the Services and to permit Helios to use them as contemplated.

9.4 AI Disclaimers

CUSTOMER ACKNOWLEDGES THAT THE SERVICES USE PROBABILISTIC MACHINE LEARNING MODELS. THE SERVICES MAY PRODUCE OUTPUT THAT IS INACCURATE, INCOMPLETE OR UNSUITABLE, MAY MISINTERPRET A REQUEST, AND MAY TAKE OR FAIL TO TAKE AN ACTION CONTRARY TO WHAT A REASONABLE PERSON WOULD EXPECT.

HELIOS DOES NOT REPRESENT OR WARRANT THAT ANY OR ALL REQUESTS, TICKETS, INCIDENTS OR ISSUES WILL BE RESOLVED, THAT HUMAN INTERVENTION WILL NOT BE REQUIRED, OR THAT ANY PARTICULAR RESOLUTION RATE, CONTAINMENT RATE, DEFLECTION RATE, ACCURACY LEVEL OR OUTCOME WILL BE ACHIEVED. No such metric is warranted by this Agreement, any Service Schedule, any Service Level Exhibit, or any Documentation, marketing material, pilot result or statement of work, unless expressly stated as a warranty in an Order Form signed by both parties.

Customer is responsible for determining whether the Services are appropriate for a given use, for configuring appropriate human review, and for maintaining independent means of performing any function for which the Services are used.

Adversarial content. Customer acknowledges that the Services act on content supplied by Users, Callers and Connected Systems, and that such content may be crafted to influence the Services' behavior. Helios designs the Services so that an operation is performed only within Customer Configuration and only against assets resolved from the verified requester's own identity. An Agent Action performed within Customer Configuration is governed by Section 10.3(b) and Section 4.3, whatever content prompted it.

9.5 General Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS", AND EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. HELIOS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

9.6 Beta Features

Features identified as alpha, beta, preview or early access are provided "AS IS", without warranty, indemnity or service level commitment of any kind, and may be modified or discontinued at any time.

9.7 Service Levels

Helios gives no availability, uptime or service level commitment under this Agreement. Section 3.8 provides support response targets, which are not availability commitments.

A service level commitment applies only where an Order Form expressly attaches a Service Level Exhibit signed by both parties and identifies it as applying. A Service Level Exhibit forms part of the Order Form to which it is attached and ranks with it under Section 2. Where one is attached, it applies solely to the Services and the Order Form it identifies, the service credits it provides are Customer's sole and exclusive remedy for a failure to meet it, and it does not extend to any other Order Form, Service or term.

No statement of availability or uptime in Documentation, marketing material, a proposal, a pilot result or a statement of work is a service level commitment.

10. INDEMNIFICATION

10.1 By Helios

Helios will defend Customer against any third-party claim alleging that the Services, as provided by Helios and used in accordance with this Agreement, infringe a United States or Canadian patent, copyright or trademark or misappropriate a trade secret, and will indemnify Customer for damages and costs finally awarded or paid in settlement approved by Helios.

If the Services become, or in Helios's opinion are likely to become, the subject of such a claim, Helios may at its option and expense (a) procure the right for Customer to continue using the Services, (b) modify or replace them so they are non-infringing with materially equivalent functionality, or (c) if neither is reasonably practicable, terminate the affected Order Form on notice and refund prepaid, unused fees.

This Section 10.1 states Helios's sole liability and Customer's exclusive remedy for any claim of intellectual property infringement or misappropriation.

10.2 Exclusions from Helios's Indemnity

Helios has no obligation under Section 10.1 for any claim to the extent arising from:

(a) Customer Content or any Platform Configuration (excluding any Helios Materials incorporated in it) — including the content of any prompt, instruction, knowledge base article, runbook, workflow definition, document or other material that Customer, its Users or Callers supply to or deploy in the Services — in each case whether or not Customer owns it;

(b) any design, specification or instruction provided by Customer;

(c) use of the Services other than in accordance with this Agreement, the applicable Service Schedule or the Documentation;

(d) modification of the Services by anyone other than Helios;

(e) combination of the Services with any product, data, process or system not provided by Helios, including any Connected System, where the claim would not have arisen but for the combination;

(f) any beta feature.

10.3 By Customer

Customer will defend Helios against any third-party claim arising from or related to:

(a) Customer Content, including any claim that it infringes or misappropriates a third party's rights, or that Customer lacked the rights or consents necessary to supply it — in each case whether or not Customer owns it;

(b) Customer Configuration, and any Agent Action performed within it — including the tools and capabilities Customer enables, the verification requirements and approval gates Customer sets or declines, Customer's decision to enable command execution and the runbooks and workflows Customer activates, the routing rules, thresholds and budgets Customer establishes, the Connected Systems Customer selects and the credentials Customer supplies for them, and any workflow Customer builds or executes; or

(c) Customer's breach of this Agreement — including Section 3.5 (Restrictions) and Section 4.5 (Compliance) — or of the Acceptable Use Policy;

and will indemnify Helios for damages and costs finally awarded or paid in settlement approved by Customer.

Paragraphs (a) and (b) allocate responsibility for Customer's choices; they do not determine ownership, which Sections 7.1 and 8 govern.

10.4 Procedure

The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (provided no settlement imposing a non-monetary obligation or admission on the indemnified party may be made without consent), and reasonably cooperate at the indemnifying party's expense. Failure to give prompt notice relieves the indemnifying party only to the extent it is materially prejudiced.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Indirect Damages

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.2 General Cap

EXCEPT AS PROVIDED IN SECTIONS 11.3 AND 11.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO THE LIABILITY.

For the avoidance of doubt, liability arising from or relating to Agent Actions is subject to this cap.

11.3 Exclusions from the Caps

Sections 11.2 and 11.4 do not apply to (a) either party's indemnification obligations under Section 10, (b) Customer's payment obligations, (c) a party's breach of Section 6 (Confidentiality) other than a Data Security Incident, which is governed exclusively by Section 11.4, or (d) a party's gross negligence, willful misconduct or fraud.

11.4 Data Security Incidents

NOTWITHSTANDING SECTION 11.2, HELIOS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ONE OR MORE DATA SECURITY INCIDENTS WILL NOT EXCEED TWO (2) TIMES THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE FIRST SUCH INCIDENT. This is the sole cap applicable to a Data Security Incident; it is not additional to Section 11.2.

11.5 Allocation

The parties agree that the limitations in this Section are an essential basis of the bargain and reflect the allocation of risk between them, and that fees would be materially higher without them.

12. TERM AND TERMINATION

12.1 Term and Renewal

This Agreement begins on the effective date of the first Order Form and continues until all Order Forms have expired or been terminated.

The Subscription Term of each Order Form is the period stated in it, and twelve (12) months where none is stated. At the end of the Subscription Term, the Order Form renews automatically for a further twelve (12) months, and for successive twelve (12) month periods thereafter, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewal fees are governed by Section 5.6.

12.2 Termination for Cause

Either party may terminate this Agreement or an affected Order Form on notice if the other materially breaches and fails to cure within thirty (30) days of written notice, or immediately on the other's insolvency, assignment for the benefit of creditors, or commencement of bankruptcy or similar proceedings not dismissed within sixty (60) days.

12.3 Termination for Convenience by Customer

Customer may terminate an Order Form for convenience at any time on thirty (30) days' written notice. On such a termination:

(a) all fees for the remainder of the then-current Subscription Term become immediately due and payable, and Helios will invoice them on the effective date of termination;

(b) no refund of prepaid fees is made; and

This Section does not apply to a termination by Customer under Section 3.3, Section 3.4, Section 5.7, Section 9.2, Section 12.2, Section 6.2 of the DPA, or a chronic-failure right in a Service Level Exhibit attached under Section 9.7, each of which carries its own consequences.

12.4 Effect

On termination, Customer's right to access the Services ceases, subject to the export period in Section 7.6. Termination by Customer for Helios's uncured material breach entitles Customer to a refund of prepaid, unused fees. Termination by Helios for Customer's uncured material breach obliges Customer to pay any unpaid fees for the remainder of the Subscription Term. Section 7.6 governs return and deletion of Customer Data.

12.5 Survival

Sections 1, 2, 3.5, 4.3, 4.5, 5 (as to accrued amounts), 6, 7.1, 7.2 (for so long as Helios retains Customer Data under Section 7.6), 7.3, 7.5, 7.6, 7.7, 8, 9.2, 9.4, 9.5, 9.7, 10, 11, 12.3, 12.4, 12.5, 13 and 14 survive termination.

13. GENERAL

13.1 Insurance

Helios will maintain, at its own expense, commercial general liability, workers' compensation as required by law, and technology errors and omissions / cyber liability coverage with limits of not less than $2,000,000 per claim and $2,000,000 in the aggregate. Helios will provide a certificate of insurance on request.

13.2 Geographic Scope

The Services are offered for use in the United States and Canada. Customer will not make the Services available to Users, or direct the Services at individuals, outside those jurisdictions without Helios's prior written consent. All Helios-controlled processing and storage takes place in the United States, other than transit through the global edge network identified in the Sub-processor list.

13.3 Export and Anti-Corruption

Each party will comply with applicable export control and sanctions laws and with anti-bribery laws.

13.4 Assignment

Neither party may assign this Agreement without the other's consent, except that either may assign it in its entirety to a successor in connection with a merger, acquisition or sale of substantially all assets, on notice.

13.5 Subcontractors

Helios may engage sub-processors and subcontractors to provide the Services and remains responsible for their performance. Sub-processors that process personal data are governed by the DPA.

13.6 Notices

Notices must be in writing and are effective on receipt. Notices to Customer may be sent by email to the contact designated in the Order Form. Legal notices to Helios: legal@helios-core.com, with a copy to the address in the Order Form.

13.7 Force Majeure

Neither party is liable for a failure to perform, other than a payment obligation, caused by an event beyond its reasonable control.

13.8 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement, any Service Schedule or any Order Form creates an agency, partnership, joint venture, employment or fiduciary relationship. Where this Agreement or a Service Schedule describes the Services as acting "on Customer's behalf" or "at Customer's direction", that language describes the instructions under which the Services operate; it does not appoint Helios as Customer's agent, confer authority on Helios to bind Customer, or impose fiduciary duties.

13.9 No Third-Party Beneficiaries; Severability; Waiver; Interpretation; Amendment

This Agreement creates no third-party beneficiary rights. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. No waiver is effective unless in writing. "Including" means "including without limitation". Headings are for convenience only. Except as provided in Section 3.4, this Agreement may be amended only in a writing signed by both parties.

13.10 Entire Agreement

This Agreement, together with the documents listed in Section 2, is the entire agreement between the parties on its subject matter and supersedes all prior proposals and understandings. No term in a purchase order or other Customer-issued document has any effect, even if Helios accepts or references the purchase order for invoicing purposes.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law

This Agreement is governed by the laws of the State of Michigan, without regard to conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

14.2 Informal Resolution

Before initiating proceedings, the parties will attempt in good faith to resolve any dispute through discussion between senior representatives for thirty (30) days after written notice of the dispute.

14.3 Jurisdiction and Venue

Any dispute not resolved under Section 14.2 will be brought exclusively in the state courts located in Oakland County, Michigan, or the United States District Court for the Eastern District of Michigan, and each party submits to their jurisdiction and venue.

14.4 Jury Waiver

EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY.

14.5 Exceptions

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information, and either party may bring an individual claim in small claims court.

Helios Core AI LLC · legal@helios-core.com