# Terms of Service

Version: October 14, 2026

**Contents**

Part A – About these Terms

Part B – Use of the Website

Part C – Platform Terms of Service

1. Customer Data

2. Data Privacy

3. Platform Learning and Data Boundaries

4. Security

5. Intellectual Property Rights

6. Confidentiality

7. Use of Mindsmiths platform AI Features

8. Acceptable Use

9. Cancellation

10. Warranty

11. Indemnification

12. Limitation of Liability

13. General Terms

Part D – Contact

## PART A – ABOUT THESE TERMS

A.1. **Who we are.** These Terms of Service (the “Terms”) are issued by Mindsmiths, Inc., a Delaware corporation with an address at 1000 N West Street, Suite 1200, Wilmington, DE 19801, United States of America (“Mindsmiths”, “we”, “us”). Customers based in the European Union contract with our wholly-owned subsidiary (Mindsmiths d.o.o., Zavrtnica 17, 10000 Zagreb, Croatia).

A.2. **What we do.** Mindsmiths operates the Mindsmiths Platform, a cloud-based platform as a service that enables companies to build, deploy and operate real-time user engagement experiences, individually and at scale, across multiple communication channels. The Platform is made available to companies under a written Platform License Agreement.

A.3. **Who these Terms apply to.** These Terms apply to (a) anyone who visits or reads www.mindsmiths.com and its subdomains (the “Website”), and (b) every Customer that has entered into a Platform License Agreement with Mindsmiths, for its access to and use of the Platform. Part B applies to the Website. Part C applies to the Platform. End users who interact with a User Experience operated by a Customer are not party to these Terms; their relationship is with that Customer, and any request concerning their personal data should be addressed to that Customer.

A.4. **Relationship to the Platform License Agreement.** The Platform is licensed only under a signed Platform License Agreement. Each Platform License Agreement incorporates these Terms, together with the Order Form, the Data Processing Addendum (www.mindsmiths.com/data-processing-addendum), the Security Addendum (www.mindsmiths.com/security-addendum) and the Service Level Agreement (www.mindsmiths.com/service-level-agreement), which together form the Agreement between Mindsmiths and the Customer. In the event of any inconsistency between the Platform License Agreement and these Terms, the Platform License Agreement prevails. Access to the Platform cannot be obtained through the Website.

A.5. **Versions.** Each version of these Terms is identified by its publication date above. The version in force on the Effective Date of a Platform License Agreement forms part of that Agreement, and any change to it requires a written amendment signed by both Parties, as set out in Section 13.7. Mindsmiths may publish new versions of these Terms for future agreements and for use of the Website.

A.6. **Definitions.** In these Terms, “Customer” means the legal entity that has entered into a Platform License Agreement with Mindsmiths, “Party” means Mindsmiths or the Customer, and “you” means the Customer or, in Part B, the person using the Website. The following definitions apply throughout these Terms and the Agreement:

**“Mindsmiths platform”** or **“Platform”** means the proprietary cloud-based platform as a service (“PaaS”) that enables the Customer to build, deploy and operate real-time user engagement experiences, individually and at scale, across multiple communication channels, owned by Mindsmiths;

**“Credit”** means the single unit of consumption on the Platform. Credits are consumed by User Experiences executed on the Platform. Mindsmiths publishes the Credit Consumption Schedule in the Platform dashboard and may update it from time to time. During a Term Commitment, Mindsmiths shall not change its metering methodology in a way that materially increases the Credits consumed by the same operation.

**“Credit Consumption Schedule”** means the schedule of typical Credit consumption per operation type published by Mindsmiths in the Platform dashboard, as updated by Mindsmiths from time to time;

**“Order Form”** means Schedule A to this Platform License Agreement, recording the Plan, Term Commitment, Price per Credit, Credit Allocation, billing and payment terms and renewal election made by the Customer;

**“User Experience”** means any interaction, session, automation or workflow built and deployed by the Customer on the Platform toward its end users.

**“Builder Team”** means the personnel nominated by the Customer and authorised to design, configure, test, deploy and monitor User Experiences on the Platform.

**“Plan”** means the commercial package selected by the Customer, as agreed between the Parties and recorded in the Order Form.

**“Channel”** means any supported delivery medium, including Web, RCS, WhatsApp, SMS and email.

**"Affiliate"** means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means ownership of more than fifty per cent (50%) of the voting securities or equivalent interests.

**“Agreement"** means this Platform License Agreement together with the Order Form, the Terms of Service, the Data Processing Addendum, the Security Addendum and the Service Level Agreement.

## PART B – USE OF THE WEBSITE

B.1. **Reading the Website.** The public pages of the Website are free to read. Anyone may read, index, quote and summarise them, including by means of search engines, AI assistants and other automated tools, provided that the content is not altered or presented in a misleading way.

B.2. **Content and trademarks.** The Website and its content, including text, graphics, software and the Mindsmiths name and logo, are the property of Mindsmiths or its licensors and are protected by intellectual property laws. Except as permitted in Section B.1, no right to use the Website content or the Mindsmiths trademarks is granted.

B.3. **The Platform is not the Website.** The Platform, its application programming interfaces and its documentation are not part of the Website and may be accessed only by a Customer under a Platform License Agreement. Any attempt to access the Platform without authorisation, or to probe, scan or test its security, is prohibited. Section 8 of Part C applies to any such access.

B.4. **No warranty.** The Website is provided “as is”. Mindsmiths does not warrant that the Website will be available without interruption or error, or that its content is complete or up to date. Information on the Website about prices, plans and features (www.mindsmiths.com/pricing) is for general information and is superseded by the Platform License Agreement.

B.5. **Liability.** Where no fees are payable to Mindsmiths for your use of the Website or of any other service made available to you free of charge, Mindsmiths’ total liability to you arising out of or in connection with such use shall not exceed one hundred US dollars (USD 100), subject to Section 12.3 of Part C. Section 12.4 of Part C applies to such use accordingly.

B.6. **Third-party sites.** The Website may contain links to websites and services operated by third parties. Mindsmiths does not control them and is not responsible for their content or their privacy practices.

B.7. **Privacy and cookies.** Personal data collected through the Website is processed in accordance with our Privacy Policy (www.mindsmiths.com/privacy-policy) and our Cookies Policy (www.mindsmiths.com/cookies-policy).

## PART C – PLATFORM TERMS OF SERVICE

The following Sections 1 to 13 are the Terms of Service incorporated in every Platform License Agreement. References to “this Platform License Agreement” and “this Agreement” are to the Agreement between Mindsmiths and the Customer, and references to Sections are to the Sections of this Part C unless stated otherwise.

### 1. Customer Data

1.1. Any information, data and other material owned and used by the Customer in connection with the use of the Mindsmiths platform including configurations, workflows and results developed or otherwise obtained by the Customer through or in connection with the use of the Mindsmiths platform (“Customer Data”) remains the property of the Customer (including any and all Intellectual Property Rights), except those mentioned in Section 5.2 of these Terms of Service.

1.2. Customer hereby grants to Mindsmiths a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide Mindsmiths platform services, to prevent or address service or technical problems therein, or as may be required by law.

### 2. Data Privacy

The Parties shall comply with the Data Processing Addendum.

### 3. Platform Learning and Data Boundaries

3.1. Customer Data generated by or relating to users who interact with User Experiences, including conversations, behavioral signals, personal information and transaction data shall not enter any Platform learning pipeline, model training process, or cross-customer data aggregation. Mindsmiths processes such data solely to operate the Customer's User Experiences and measure their outcomes within the Customer's isolated environment.

3.2. Where the Customer's Builder Team elects to use Mindsmiths' AI assistant ("Smith"), builder interactions with Smith may inform anonymized, non-attributable improvements to the Platform's general capabilities. No Customer Data generated through User Experiences, specific recipe configurations, business rules, or performance benchmarks attributable to the Customer shall be retained or used for such purposes. The Customer's organization administrator may disable Smith at any time, in which case no builder interaction data shall flow to any learning system.

3.3. Mindsmiths shall ensure that its agreements with foundation model subprocessors listed in the Data Processing Addendum prohibit such subprocessors from using any Customer Data, including builder interactions, for their own model training or improvement purposes.

3.4. Upon termination the Customer may request deletion of its Builder Team's raw interaction data with Smith, on the same terms and with the same auditability as deletion of Customer Personal Data under the Data Processing Addendum.

### 4. Security

The Parties shall comply with the Security Addendum.

### 5. Intellectual Property Rights

5.1. “Intellectual Property Rights” means all current and future rights in patents, copyrights, trade secrets, trademarks, design rights, and any other intellectual property rights, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing that may exist anywhere in the world, including, in the case of each of the foregoing, whether unregistered, registered or comprising an application for registration.

5.2. Mindsmiths retains all ownership of the Mindsmiths platform and all Intellectual Property Rights in it, including any and all algorithms or processes developed by Mindsmiths and any and all modifications, improvements, adaptations, amendments, variations, derivatives and/or other changes effected or made by Mindsmiths in respect of any part of the Mindsmiths platform (“Modifications”). No right, title or interest in any part of Mindsmiths platform is granted to Customer. While the Customer continues to pay the fees due under this Platform License Agreement to Mindsmiths, the Parties will not be required to enter into a specific agreement and the Customer will not be required to pay any additional fees or royalty in respect of any Modifications made by Mindsmiths.

5.3. Mindsmiths may freely use and incorporate any suggestions, comments or other feedback about the Mindsmiths platform voluntarily provided by Customer or Builder Team into the Mindsmiths platform.

5.4. The Customer's User Experiences, playbooks, knowledge-base content and business rules configured on the Platform (“Customer Configurations”) are the Customer's Confidential Information. Mindsmiths shall not disclose Customer Configurations to, or reuse them for, any other customer. Section 5.3 applies only to feedback about the Platform itself.

### 6. Confidentiality

6.1. For the purposes of this Agreement confidential information means any information which is proprietary and confidential to a Party including but not limited to the terms and conditions of Platform License Agreement, the Mindsmiths platform, and any information concerning or relating in any way whatsoever to its customers or other arrangements, principals, any of the trade secrets or confidential operations, processes or inventions carried on or used by a Party, any information concerning the organisation, business, finances, transactions or affairs of the Party, any Party’s technology, designs, documentation, manuals, budgets, financial statements or information, accounts, dealers’ lists, customer lists, marketing studies, drawings, notes, memoranda and the information contained therein, any information therein in respect of trade secrets, technology and technical or other information relating to the development, manufacture, testing, analysis, marketing, sale or supply or proposed development, manufacture, testing, research, marketing, sale or supply of any products or services by the Party, and plans for the development or marketing of such products or services and information and material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of a Party alone as set out in these Terms of Service (“Confidential Information”).

6.2. Each party (as “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (a) not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of this Agreement; and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who are bound by obligations of confidentiality to the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by law, regulation or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information including, without limitation, the opportunity to seek appropriate administrative or judicial relief. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

6.3. The obligation of confidentiality will continue notwithstanding a termination of Platform License Agreement.

### 7. Use of Mindsmiths platform AI Features

If Customer elects to use Mindsmiths Platform AI features Customer’s use is subject to the following:

(a) Customer and its Builder Team may not use Mindsmiths Platform AI features to make Fully Automated Decisions in domains that affect individual rights or well-being or will have a legal effect on an individual, including decisions relating to finance, employment, healthcare, housing, insurance, social welfare, or other essential goods and services. In these domains, Customer must ensure that the final decision complies with all applicable laws related to such use, including any requirements for human review, special audits and testing, consent, notice, or disclosure. “Fully Automated Decision” means any determination about an individual made entirely by systems and software, including those using artificial intelligence, machine learning and other data processing techniques, without any human involvement or intervention. For the avoidance of doubt, delivering educational, informational or account-servicing content, scheduling or routing communications, and surfacing recommendations for human review do not, in themselves, constitute Fully Automated Decisions, provided that such content, scheduling or routing does not communicate or implement a determination about an individual's eligibility for, pricing of, or access to any product, service or benefit, and does not have a legal or similarly significant effect on the individual. Where the Customer uses the Platform to select which individuals receive offers of regulated products or services, the Customer remains responsible for the lawfulness of that selection under applicable law.

(b) Customer shall not disable, evade, disrupt, or interfere with any content filters or safety systems that are part of Mindsmiths AI features.

(c) Customer may not misrepresent the origin of any response or result from a Mindsmiths Platform AI feature provided to the Customer within the Mindsmiths platform after processing an Input (an “Output”) by claiming or implying such Output was created by a human or representing the Output as an original work. Customer may not remove any markings that are automatically applied to an Output to indicate that such Output was artificially generated. Customer will promptly stop using, displaying, or distributing any Output if it receives a claim that such Output violates a third party’s intellectual property rights, or notice that such a claim has been made. Customer shall not use or communicate to third parties any Output in breach of any rules relating to “deepfake” content that are imposed on Customer by applicable law. As used herein, “Input” means any natural language statement, configuration, prompt, or query that a Builder Team provides to Mindsmiths Platform for use with a Mindsmiths platform AI Feature.

(d) Customer must not use any Mindsmiths AI Feature without first determining if its use of such feature is effective and safe. The Mindsmiths AI features and/or any components thereof are not intended to be used for and Customer shall not use the Mindsmiths AI features for: (i) prohibited practices under the European Union Artificial Intelligence Act (the “EU AI Act”) (ii) any use that would result in the Mindsmiths AI features being declared a high-risk AI system or that otherwise qualifies as “high-risk” under the EU AI Act or (iii) any use that is sensitive, critical, unsafe, high-risk, or hazardous (including any use that could result in death or serious bodily injury, catastrophic damage, warfare, or the operation of critical infrastructure). Customer is responsible for any decisions, actions, and/or inactions arising from its use of Mindsmiths AI features, including ensuring compliance with applicable laws, regulations, and other legal requirements.

(e) Customer must not use the Mindsmiths AI features without appropriately disclosing to users any known risks or dangers of its use of Mindsmiths AI features.

### 8. Acceptable Use

8.1. The Customer shall not, and shall ensure that its Builder Team does not:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying architecture of the Platform, except to the extent expressly permitted by applicable law;

(b) use the Platform in any manner that violates applicable law or regulation, or that infringes the rights of any third party;

(c) attempt to gain unauthorised access to the Platform, other customers' accounts or data, or any systems or networks connected to the Platform;

(d) introduce any virus, malware, or other harmful code into the Platform;

(e) use the Platform to transmit unsolicited communications, or content that is unlawful, defamatory, obscene, or otherwise objectionable;

(f) sublicense, resell, or make the Platform available to any third party other than users receiving User Experiences in the ordinary course of the Customer's business;

(g) use the Platform in a manner that threatens the security, integrity, or availability of the Platform or its infrastructure, including actions that could adversely affect other tenants, or

(h) transmit any communication through a Channel to a recipient in respect of whom the Customer does not hold the consents required under applicable law, or fail to honour promptly any opt-out, revocation or do-not-contact request received from a recipient.

8.2. The Customer may use the Platform only as expressly licensed under this Agreement. Without limiting Section 8.1, the Customer shall not use the Platform, nor permit its personnel or any third party to use it, in connection with any of the following activities:

(a) production of, or trade in, tobacco, distilled alcoholic beverages, or related products;

(b) production of, or trade in, weapons or ammunition of any kind;

(c) operation of casinos or equivalent enterprises;

(d) applications relating to programs or solutions which support pornography and internet gambling.

8.3. In the event of a material breach of this Section, Mindsmiths may suspend the Customer's access to the Platform, in whole or in part, upon written notice specifying the breach. Mindsmiths shall restore access promptly once the Customer has remedied the breach to Mindsmiths' reasonable satisfaction. Where the breach poses an imminent threat to the security or integrity of the Platform, Mindsmiths may suspend access immediately and provide notice as soon as reasonably practicable thereafter.

### 9. Cancellation

9.1. Following expiry of the Term Commitment, either Party may terminate the Platform License Agreement for convenience upon thirty (30) days’ prior written notice.

9.2. In the event that the Customer breaches terms and conditions in relation to the license under this Platform License Agreement, or if any billing fees are thirty (30) days or more overdue, Mindsmiths shall provide written notice specifying the breach. If the Customer fails to cure such breach within fifteen (15) days of receipt of such notice, Mindsmiths may terminate this Platform License Agreement with immediate effect. For the avoidance of doubt, the cure period shall not apply to breaches that are incapable of remedy.

### 10. Warranty

10.1. **Mindsmiths’ Warranties.** Mindsmiths warrants and represents to the Customer that all technical information disclosed or to be disclosed to the Customer in respect of the Mindsmiths platform is or will be, to the best of Mindsmiths’ knowledge and belief, accurate (provided always that Mindsmiths will promptly correct any significant errors in such technical information subsequently discovered by Mindsmiths, at no additional cost to the Customer). Mindsmiths is under no further liability to the Customer in respect of the technical information or of the manufacture, use, sale or other disposition of the Mindsmiths platform;

10.2. **Warranty Disclaimer.** TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY SET FORTH IN PLATFORM LICENSE AGREEMENT, MINDSMITHS PLATFORM IS PROVIDED “AS IS,” AND MINDSMITHS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. MINDSMITHS DOES NOT WARRANT THAT THE USE OF MINDSMITHS PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES MINDSMITHS WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY.

10.3. **Mutual Warranty.** Each Party warrants that it has validly entered into the Platform License Agreement and has the legal power to do so.

10.4. **Customer’s Warranties.** The Customer warrants and represents to Mindsmiths that any information, data and other material used by the Customer in connection with the use of the Mindsmiths platform are owned by the Customer or Customer is authorized to use them.

### 11. Indemnification

11.1. **Indemnification by Mindsmiths.** Mindsmiths shall defend, indemnify and hold harmless the Customer from and against any third-party claim, action or proceeding alleging that the Customer's use of the Mindsmiths Platform in accordance with this Platform License Agreement infringes or misappropriates the intellectual property rights of a third party ("IP Claim"), and shall pay any damages finally awarded or settlement amounts agreed, provided that Mindsmiths shall have no obligation under this Section to the extent that an IP Claim arises from: (a) modifications to the Platform made by or on behalf of the Customer; (b) the Customer's combination of the Platform with materials not provided or approved by Mindsmiths; or (c) the Customer's continued use of a version of the Platform after Mindsmiths has provided a non-infringing alternative. If the Platform becomes, or in Mindsmiths' reasonable opinion is likely to become, the subject of an IP Claim, Mindsmiths may, at its option: (i) procure the right for the Customer to continue using the Platform; (ii) modify or replace the affected component so that it becomes non-infringing; or (iii) if neither (i) nor (ii) is commercially practicable, terminate the affected license and refund any prepaid, unused fees.

11.2. **Indemnification by Customer.** The Customer shall defend, indemnify and hold harmless Mindsmiths from and against any third-party claim, action or proceeding arising from: (a) the Customer's data, content or materials processed on or transmitted through the Platform; (b) User Experiences built and deployed by the Customer; or (c) the Customer's use of the Platform in breach of Section 7 (Use of Mindsmiths platform AI Features), Section 8 (Acceptable Use) or applicable law, including communications, consumer-protection, data-protection and financial-services laws applicable to the Customer's business.

11.3. **Indemnification Procedure.** The indemnifying Party's obligations under this Section are conditional upon the indemnified Party: (a) providing prompt written notice of the claim; (b) granting the indemnifying Party sole control of the defence and settlement; and (c) providing reasonable cooperation at the indemnifying Party's expense. The indemnified Party may participate in the defence at its own cost. The indemnifying Party shall not enter into any settlement that imposes obligations on the indemnified Party without the indemnified Party's prior written consent, not to be unreasonably withheld.

11.4. **Sole Remedy.** This Section 11 states each Party's sole and exclusive remedy with respect to third-party claims covered herein, subject to the limitations set forth in Section 12.

### 12. Limitation of Liability

12.1. **Standard Cap.** EXCEPT AS SET OUT IN SECTIONS 12.2 AND 12.3, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO MINDSMITHS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE “STANDARD CAP”).

12.2. **Super-Cap.** THE FOLLOWING SHALL BE SUBJECT TO AN AGGREGATE CAP OF THREE (3) TIMES THE STANDARD CAP (THE “SUPER-CAP”) IN PLACE OF THE STANDARD CAP: (a) EITHER PARTY'S BREACH OF SECTION 6 (CONFIDENTIALITY); (b) MINDSMITHS' INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.1; AND (c) THE CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 11.2(a) AND 11.2(b).

12.3. **Outside the Caps.** NEITHER THE STANDARD CAP NOR THE SUPER-CAP SHALL APPLY TO: (a) THE CUSTOMER'S OBLIGATION TO PAY FEES AND OTHER AMOUNTS DUE UNDER THIS AGREEMENT; (b) LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD; OR (c) THE CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.2(c).

12.4. **Exclusion of Indirect Damages.** SUBJECT TO SECTION 12.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA OR GOODWILL, HOWEVER ARISING AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

### 13. General Terms

13.1. **Assignment.** Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Either Party may assign this Agreement without consent, on written notice, to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under this Agreement. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

13.2. **Severability.** If any provision of Platform License Agreement becomes void, illegal or unenforceable in any way, the remaining provisions of Platform License Agreement will remain valid and enforceable, despite such illegality or unenforceability.

13.3. **Performance by Affiliates.** Mindsmiths may perform any of its obligations under this Agreement through its Affiliates, provided that Mindsmiths remains solely responsible to the Customer for performance of this Agreement and for the acts and omissions of any such Affiliate as if they were its own. No Affiliate of Mindsmiths is a party to this Agreement or owes any obligation, or has any liability, directly to the Customer.

13.4. **Governing Law and Jurisdiction.**

(a) Governing law. This Agreement, and any dispute arising out of or relating to it, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, excluding its conflict of laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

(b) Exclusive jurisdiction. The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware in respect of any dispute arising out of or relating to this Agreement. Each Party consents to personal jurisdiction in those courts and waives any objection to venue in those courts, including any objection based on forum non conveniens.

(c) Equitable relief. Nothing in this clause prevents either Party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

(d) Costs. In any proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief awarded.

(e) Waiver of jury trial. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

13.5. **Notices.** All notices required or permitted under this Platform License Agreement shall be in writing and delivered to the notice addresses set out in Section 6 (Acceptance) of the Platform License Agreement, or to such other address as a Party may designate by notice given in accordance with this clause. Notices may be delivered by e-mail or by internationally recognised overnight courier. A notice is deemed duly given: (a) if sent by e-mail, on the date of transmission, provided that the sending Party does not receive an automated message indicating non-delivery; or (b) if sent by courier, on the date of confirmed delivery. Notices to Mindsmiths shall be sent to hello@mindsmiths.com.

13.6. **Waiver.** Failure to exercise or delay in exercising any right, power or privilege under this Platform License Agreement will not be deemed as a waiver of any such right, power or privilege. Any single or partial exercise of any right, power or privilege does not preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law, except where this Agreement expressly provides that a specified remedy is sole and exclusive.

13.7. **Entire Agreement.** This Platform License Agreement contains all the terms and conditions agreed between the Parties in relation to the subject matter of this Agreement and supersedes all previous agreements and undertakings, if any, whether written or oral, between the Parties. Any addition, deletion, variation or amendment to this Agreement may only be made in writing, signed by both the Parties.

13.8. **Force Majeure.** Neither Party will be liable to the other for any delay or failure to perform any obligation under Platform License Agreement (except for a failure to pay Fees) if the delay or failure results from any cause beyond such Party’s reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

13.9. **Independent Contractors.** Nothing in this Platform License Agreement constitutes or is deemed to constitute a partnership between the Parties and neither of them has any authority to bind the other in any way.

13.10. **Execution.** The Parties may execute any documents hereunder in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement. The Parties will be bound by signatures made by hand or by electronic signature, including signatures executed through electronic signature platforms (such as DocuSign or equivalent services), which shall have the same binding effect as an original ink signature. Electronic signatures shall comply with the requirements of applicable law governing electronic signatures in the jurisdiction of the signing Party. Executed documents may be transmitted by mail, hand delivery, email, or any electronic method.

13.11. **Survival.** Termination or expiry of the Agreement shall not affect any rights or obligations that accrued prior to that date, including any payment obligations. The following shall survive termination or expiry: Section 1 (Customer Data), Section 3 (Platform Learning and Data Boundaries), Section 5 (Intellectual Property Rights), Section 6 (Confidentiality), Section 11 (Indemnification), Section 12 (Limitation of Liability) and this Section 13, together with any provision of the Data Processing Addendum, Security Addendum or Service Level Agreement expressed to apply after termination.

## PART D – CONTACT

Questions about these Terms: hello@mindsmiths.com. Mindsmiths, Inc., 1000 N West Street, Suite 1200, Wilmington, DE 19801, U.S.A.

© 2026 Mindsmiths, Inc.