Service Terms

CONCOURSE CHAT SERVICES AGREEMENT

Effective Date: November 5, 2025

These Service Terms (these "Terms") govern your access to and use of Concourse Tech Inc.'s ("Concourse", "Company", "we", "us", or "our") hosted artificial intelligence chat services, including the application, APIs, dashboards, and related features (collectively, the "Services"). These Terms constitute a binding agreement between Concourse and the entity or person accessing or using the Services ("Customer", "you", or "your").

BY ACCESSING OR USING THE SERVICES, OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. DEFINITIONS AND SCOPE

1.1 Definitions

"Services" means Concourse's hosted AI chat application and APIs, including conversational interfaces, file upload and retrieval, web search capabilities, administrative dashboards, single sign-on (SSO), directory integration (SCIM), and related features made available at app.concoursetech.com or through other Concourse-provided endpoints.

"Input" means any text, files, documents, images, prompts, instructions, or other content that you or your Users provide to or through the Services.

"Output" means the AI-generated responses, content, suggestions, or other materials produced by the Services in response to Input.

"User" means any individual who accesses or uses the Services under your account, including your employees, contractors, agents, or other authorized personnel.

"Documentation" means Concourse's then-current technical documentation, user guides, and policies for the Services.

1.2 Age Requirement

You must be at least 18 years of age to access or use the Services. By accessing or using the Services, you represent and warrant that you are at least 18 years old. If you are under 18, you may not access or use the Services.

1.3 Scope

These Terms apply to your access to and use of the Services for internal business purposes. Separate terms govern access to our marketing website at www.concoursetech.com (the "Website Terms"). In the event of any conflict between these Terms and the Website Terms with respect to the Services, these Terms shall control.

2. LICENSE AND USE RIGHTS

2.1 License Grant

Subject to your compliance with these Terms and timely payment of applicable fees, Concourse grants you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Term solely for your internal business purposes and in accordance with the Documentation.

2.2 Use Restrictions

You will not, and will not permit any User or third party to:

Use the Services in any manner that exceeds the scope of use authorized under Section 2.1 or that violates applicable law, regulation, or third-party rights;
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any software used to provide the Services;
Modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by these Terms or authorized by Concourse in writing);
Copy, rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Services, or use the Services for timesharing or service bureau purposes;
Remove or modify any proprietary marking or restrictive legends placed on the Services or Documentation;
Use Output or the Services to develop, train, or improve any competing artificial intelligence model, machine learning system, or similar technology;
Attempt to circumvent usage limits, rate limits, safety mitigations, content filters, or other technical restrictions of the Services;
Use any automated means (including bots, scrapers, or scripts) to access the Services in a manner that sends more request messages to Concourse's servers than a human could reasonably produce in the same period using a conventional web browser, except as expressly authorized in writing;
Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;
Access the Services for purposes of monitoring availability, performance, or functionality, or for any other benchmarking or competitive purposes; or
Transmit any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature through the Services.

2.3 Reservation of Rights

Concourse reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Services.

3. INPUTS, OUTPUTS, AND OWNERSHIP

3.1 Your Rights in Input and Output

As between you and Concourse, and to the extent permitted by applicable law, you (a) retain all ownership rights in Input, and (b) own all Output. Concourse hereby assigns to you all its right, title, and interest, if any, in and to Output. This assignment is subject to your compliance with these Terms.

3.2 License to Use Input and Output

You grant Concourse a worldwide, non-exclusive, royalty-free license to use, reproduce, process, store, and transmit Input and Output solely to:

Provide, maintain, and improve the Services;
Comply with applicable law and legal process;
Enforce these Terms and the Acceptable Use Policy;
Prevent fraud, abuse, security incidents, or other harmful activity, including through automated detection mechanisms; and
Generate aggregated, anonymized usage statistics that do not identify you or any individual.

Concourse will not use Input or Output to train, develop, or improve artificial intelligence models or services offered by Concourse or third parties, except (i) as necessary to provide abuse and safety monitoring, or (ii) with your express written consent.

3.3 Similarity of Output

Due to the nature of artificial intelligence and machine learning, Output may be similar or identical to content generated for other users or publicly available content. Concourse does not grant you any exclusive rights to Output, and your rights under Section 3.1 do not restrict Concourse from providing similar or identical Output to others.

3.4 Feedback

If you provide Concourse with any suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), Concourse may use such Feedback without restriction or obligation to you. You hereby grant Concourse a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate Feedback into the Services or other Concourse offerings.

4. MODEL PROVIDER AND DATA PROCESSING

4.1 Use of Third-Party Model Provider

Concourse uses OpenAI L.L.C. ("OpenAI") as a subprocessor to generate Output in response to Input. When you submit Input through the Services, Concourse transmits that Input to OpenAI's application programming interfaces ("OpenAI APIs") to generate Output. OpenAI processes Input and Output in accordance with OpenAI's applicable terms of service, usage policies, and privacy commitments.

4.2 Data Retention by Model Provider

OpenAI may retain Input and Output transmitted through the OpenAI APIs for up to thirty (30) days for the purposes of providing the services, monitoring for abuse, and enforcing usage policies. Certain OpenAI API endpoints support Zero Data Retention ("ZDR"), under which OpenAI does not retain Input or Output beyond the duration of the API request. Concourse will make commercially reasonable efforts to use ZDR-eligible endpoints where available and technically feasible, but cannot guarantee ZDR for all requests or use cases.

4.3 No Training on Your Data

OpenAI will not use Input or Output transmitted through the OpenAI APIs to train, develop, or improve OpenAI's models or services, except as necessary to provide abuse and safety monitoring, unless you expressly opt in to such use. Concourse will not opt you in to such training without your prior written consent.

4.4 Subprocessor List

Concourse uses OpenAI and other third-party service providers (such as cloud hosting and payment processors) as subprocessors. Concourse will provide notice of any material changes to subprocessors, and, where required by your agreement with Concourse, providing direct notice to you.

5. AI CONTENT ACCURACY AND LIMITATIONS

5.1 No Guarantee of Accuracy

Output is generated by artificial intelligence systems and may be inaccurate, incomplete, inappropriate, or inconsistent with facts, industry standards, or your requirements. Output may reflect or amplify biases present in training data or public information sources. You acknowledge that Output is not a substitute for professional advice, and Concourse makes no representations or warranties regarding the accuracy, reliability, completeness, currentness, or suitability of Output for any particular purpose.

5.2 Your Responsibility to Review

You are solely responsible for reviewing, verifying, and evaluating Output before relying on or using it for any purpose. You will ensure that qualified personnel with appropriate subject-matter expertise review Output before it is used for any decision-making or distributed outside your organization.

5.3 Prohibited High-Risk Uses

You will not use the Services or Output, without qualified human review and oversight, to make high-stakes decisions or to provide critical guidance in domains where errors could cause significant harm, including but not limited to:

Employment and Human Resources: Decisions regarding hiring, termination, promotion, compensation, or performance evaluation of employees or job applicants;
Legal: Provision of legal advice, interpretation of laws or regulations, drafting of legally binding documents, or decisions affecting legal rights or obligations;
Financial Services: Credit underwriting, lending decisions, insurance underwriting, or investment recommendations;
Housing: Decisions regarding eligibility for housing, rental applications, or real estate transactions;
Government Services: Determinations of eligibility for government benefits, permits, licenses, or other essential public services; or
Safety-Critical Systems: Control of physical systems where failure could result in injury, death, or significant property damage (e.g., transportation, infrastructure, industrial equipment).

For the avoidance of doubt, you may use the Services to assist with or support decision-making in these domains, provided that qualified human personnel with appropriate expertise independently review, verify, and approve any Output before it is relied upon or used as the basis for a decision.

6. PROHIBITED DATA AND USES

6.1 Prohibited Data

Unless expressly authorized by Concourse in a separate written agreement, you will not submit to the Services any Input that includes:

Payment Card Data: Cardholder data, including primary account numbers (PANs), as defined by the Payment Card Industry Data Security Standard (PCI DSS);
Criminal Justice Information: Criminal history record information or other data subject to the Criminal Justice Information Services (CJIS) Security Policy;
Export-Controlled Data: Technical data subject to the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulations (EAR) without appropriate export authorization;
Classified Information: Data classified at any level by any government entity; or
Data Prohibited by Your Policies: Any data that your organization classifies above "Moderate" impact level (or equivalent) under your internal data classification policies.

6.2 Acceptable Use Policy

In addition to the restrictions set forth elsewhere in these Terms, you will not, and will not permit any User to, use the Services to:

Engage in Illegal Activity: Violate any applicable law, regulation, or third-party right, including without limitation any intellectual property, privacy, or export control law;
Political Campaigning: Conduct political campaigning, lobbying, or related activities, including generating campaign materials, sending mass political messages, or influencing elections;
Harmful or Offensive Content: Generate, store, or distribute content that is defamatory, harassing, threatening, hateful, violent, discriminatory, sexually explicit, or that promotes illegal activity or self-harm;
Fraud or Deception: Misrepresent the origin of Output, impersonate any person or entity, engage in phishing or social engineering, or create misleading or fraudulent content;
Spam or Unsolicited Communications: Send unsolicited bulk messages, spam, or unsolicited commercial communications;
Malware or Security Threats: Transmit malware, viruses, or other malicious code, or attempt to gain unauthorized access to any system or network;
Circumvent Safety Measures: Attempt to bypass, disable, or interfere with safety mitigations, content filters, rate limits, or other technical restrictions of the Services or the underlying AI models;
Automated Decision-Making Without Human Review: Use the Services for fully automated high-stakes decisions without qualified human review, as described in Section 5.3;
Competing AI Development: Use Output, the Services, or any information obtained through the Services to develop, train, fine-tune, or improve any competing artificial intelligence model, machine learning system, or similar technology; or
Violation of Third-Party Terms: Use the Services in any manner that violates OpenAI's Usage Policies (available at https://openai.com/policies/usage-policies) or other applicable third-party terms.

6.3 Enforcement

Concourse reserves the right to investigate suspected violations of these Terms or the Acceptable Use Policy. If Concourse determines, in its sole discretion, that you have violated these Terms or the Acceptable Use Policy, Concourse may suspend or terminate your access to the Services, remove or disable access to offending content, report the violation to law enforcement authorities, and take any other action Concourse deems appropriate. You will cooperate with any such investigation and will promptly provide any information requested by Concourse.

7. SINGLE SIGN-ON AND DIRECTORY INTEGRATION

7.1 SSO and SCIM

If you enable single sign-on (SSO) or directory integration via the System for Cross-domain Identity Management (SCIM) or similar protocols, the Services will receive identity attributes from your identity provider ("IdP"), which may include user names, email addresses, organizational groups, roles, and other directory information ("IdP Attributes").

7.2 Use of IdP Attributes

Concourse uses IdP Attributes solely to:

Authenticate Users and authorize access to the Services;
Map Users to roles, permissions, and organizational units within the Services;
Provision and deprovision User accounts in accordance with your IdP configuration;
Maintain audit logs of User activity; and
Provide administrative reporting and analytics to your administrators.

7.3 Your Responsibilities

You are responsible for the accuracy and security of IdP Attributes and for ensuring that your IdP configuration complies with your internal policies and applicable law. You authorize Concourse to rely on IdP Attributes received from your IdP, and Concourse will have no liability for any actions taken in reliance on such attributes.

8. SECURITY AND DATA PROTECTION

8.1 Security Measures

Concourse implements and maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Input, Output, and other data processed through the Services against unauthorized access, disclosure, alteration, and destruction. These safeguards include:

Encryption: Data in transit is encrypted using industry-standard Transport Layer Security (TLS). Data at rest is encrypted using AES-256 or equivalent encryption.
Access Controls: Role-based access controls limit access to data and Services to authorized personnel and Users.
Audit Logging: The Services maintain logs of User activity and administrative actions for security monitoring and compliance purposes.
Monitoring: Automated systems monitor for unauthorized access, abuse, and security incidents.

8.2 Data Loss Prevention

The Services may include optional data loss prevention (DLP) scanning capabilities. If enabled by your administrator, Input and Output may be scanned for malware, sensitive data patterns, policy violations, or other security risks. DLP scanning is performed in accordance with your configured policies.

9. SERVICE LEVELS AND SUPPORT

9.1 Service Levels

Concourse will make commercially reasonable efforts to make the Services available with a monthly uptime percentage of at least 99.5%, excluding scheduled maintenance windows and circumstances beyond Concourse's reasonable control. Detailed service level commitments and remedies may be set forth in a separate Service Level Agreement, if applicable to your subscription tier.

9.2 Support

Concourse will provide technical support for the Services in accordance with the support plan associated with your subscription. For support assistance, contact support@concoursetech.com.

9.3 Modifications to Services

Concourse may modify, update, or discontinue the Services or any feature thereof at any time, with or without notice. Concourse will use commercially reasonable efforts to provide advance notice of material changes that negatively impact core functionality.

10. FEES AND PAYMENT

10.1 Fees

You will pay all fees specified in your order form, subscription plan, or as otherwise agreed in writing (the "Fees"). Unless otherwise stated, Fees are based on the subscription tier, usage volume, model selection, or other metrics specified in your order. Fees are non-refundable except as expressly provided in these Terms or your order form.

10.2 Payment Terms

Fees are due in accordance with the payment terms specified in your order form or invoice. If you fail to pay any Fees when due, Concourse may, in addition to any other rights or remedies, (a) charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, if lower), and (b) suspend or terminate your access to the Services.

10.3 Usage Limits

Your subscription may be subject to usage limits (e.g., number of requests, tokens, Users, or data volume). If you exceed applicable usage limits, Concourse may (a) charge you overage fees in accordance with your order form or subscription plan, (b) throttle or temporarily restrict your access to the Services, or (c) require you to upgrade to a higher subscription tier.

10.4 Taxes

All Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, "Taxes"). You are responsible for all Taxes arising from your use of the Services, excluding only taxes based on Concourse's net income.

11. SUBPROCESSORS

11.1 Authorization

You authorize Concourse to engage third-party subprocessors to process data in connection with the Services. Concourse's current subprocessors include OpenAI (for AI model inference), cloud infrastructure providers (for hosting and storage), payment processors, and other service providers necessary to deliver the Services.

11.2 Subprocessor Obligations

Concourse will ensure that subprocessors are bound by written agreements requiring them to provide at least the same level of data protection as is required of Concourse under these Terms.

11.3 Notice of Changes

Concourse will maintain a current list of subprocessors and provide notice of material changes by updating the subprocessor list and the effective date. If your agreement with Concourse includes a subprocessor objection right, you may exercise that right in accordance with the terms of your agreement.

12. CUSTOMER RESPONSIBILITIES AND INDEMNIFICATION

12.1 Customer Responsibilities

You are responsible for:

Your and your Users' compliance with these Terms and the Acceptable Use Policy;
The accuracy, quality, and legality of Input and the means by which you acquired Input;
Your deployment, configuration, and use of the Services and Output;
Appropriately securing your account credentials and IdP configuration;
Obtaining any consents, authorizations, or notices required under applicable law for your use of the Services; and
Backup of any data you wish to preserve independently of the Services.

12.2 Customer Indemnification

You will indemnify, defend, and hold harmless Concourse and its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

Your or your Users' use of the Services in violation of these Terms or applicable law;
Any claim that Input, or your use of Output, infringes or misappropriates any third-party intellectual property right or violates any third-party right (including privacy or publicity rights); or
Your failure to comply with your obligations under Section 12.1 or any representation or warranty in these Terms.

13. CONCOURSE RESPONSIBILITIES AND IP INDEMNITY

13.1 Concourse's IP Indemnity

Concourse will indemnify, defend, and hold you harmless from and against any third-party claim alleging that your authorized use of the Services (excluding Input, Output, and third-party content) infringes or misappropriates a third party's intellectual property rights, and will pay any damages or costs finally awarded against you by a court of competent jurisdiction or agreed in settlement by Concourse.

13.2 Exclusions

Concourse's indemnification obligations under Section 13.1 do not apply to claims arising from:

Your or your Users' Input or Output;
Modifications to the Services not made by Concourse;
Your use of the Services in combination with third-party products, services, or content;
Your use of the Services in violation of these Terms or the Documentation; or
Third-party content, models, or services accessed through the Services (including content generated by OpenAI's models based on their training data).

13.3 Remedies

If the Services become, or in Concourse's opinion are likely to become, the subject of an infringement claim, Concourse may, at its option and expense: (a) procure the right for you to continue using the Services; (b) replace or modify the Services to make them non-infringing; or (c) if options (a) and (b) are not commercially reasonable, terminate your subscription and refund any prepaid Fees for the remainder of the subscription term.

13.4 Sole Remedy

This Section 13 states Concourse's sole and exclusive liability and your sole and exclusive remedy for any third-party intellectual property infringement claims.

13.5 Indemnification Procedures

Each party's indemnification obligations under Sections 12 and 13 are conditioned on the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) granting the indemnifying party sole control of the defense and settlement of the claim; and (c) reasonably cooperating with the indemnifying party in the defense and settlement of the claim. The indemnified party may participate in the defense with its own counsel at its own expense. The indemnifying party will not settle any claim in a manner that imposes liability on or requires an admission of fault by the indemnified party without the indemnified party's prior written consent.

14. DISCLAIMERS

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CONCOURSE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT CONCOURSE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR SUITABLE FOR YOUR PURPOSES.

WITHOUT LIMITING THE FOREGOING, CONCOURSE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF OUTPUT, AND YOU USE OUTPUT AT YOUR SOLE RISK. CONCOURSE IS NOT RESPONSIBLE FOR THE CONTENT OF OUTPUT, INCLUDING ANY FACTUAL INACCURACIES, BIASES, DEFAMATORY STATEMENTS, OR OTHER OBJECTIONABLE CONTENT GENERATED BY THE AI MODELS.

15. LIMITATION OF LIABILITY

15.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CONCOURSE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE "CONCOURSE PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE), EVEN IF THE CONCOURSE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE CONCOURSE PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO CONCOURSE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.3 Exceptions

The limitations in Sections 15.1 and 15.2 do not apply to:

Your indemnification obligations under Section 12 or Concourse's indemnification obligations under Section 13;
Either party's breach of its confidentiality obligations;
Your violation of Concourse's intellectual property rights;
Liability arising from gross negligence, willful misconduct, or fraud by either party; or
Liability that cannot be limited under applicable law (e.g., certain statutory liabilities under consumer protection laws).

15.4 Basis of the Bargain

You acknowledge that the limitations of liability in this Section 15 are an essential element of the bargain between the parties, that Concourse would not provide the Services without these limitations, and that the Fees reflect the allocation of risk set forth in these Terms.

16. GOVERNMENT ENTITY EXCEPTION

16.1 Applicability

If you are a U.S. federal, state, or local government entity, or a subdivision or agency thereof (a "Government Entity"), the following exceptions and modifications apply:

16.2 Arbitration and Venue

To the extent that any provision of these Terms requires arbitration, jury trial waiver, or class action waiver, and such provision is prohibited by applicable law governing your entity or is contrary to your entity's constitutional, statutory, or charter provisions, such provision will not apply to you. Disputes between Concourse and a Government Entity will be resolved in accordance with applicable law governing the Government Entity and, where applicable, in the courts specified by such law.

16.3 Sovereign Immunity

Nothing in these Terms waives any Government Entity's sovereign immunity, to the extent applicable. Any indemnification obligations in these Terms will apply to a Government Entity only to the extent permitted by applicable law.

16.4 Government Rights in Software and Content

The Services, Documentation, and any software provided to a Government Entity are "commercial computer software," "commercial computer software documentation," and "commercial items" as those terms are used in 48 C.F.R. § 2.101 (Federal Acquisition Regulation) and 48 C.F.R. § 227.7202 (Defense Federal Acquisition Regulation Supplement). Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, all Government Entities acquire the Services, Documentation, and software with only those rights set forth in these Terms. Contractor/manufacturer is Concourse Tech Inc., 169 Madison Avenue, Suite 15520, New York, NY 10016.

16.5 Modifications for Specific Jurisdictions

Concourse may agree to additional modifications or addenda to these Terms to comply with specific legal requirements applicable to a Government Entity, provided that such modifications are set forth in a written amendment signed by both parties.

17. TERM AND TERMINATION

17.1 Term

These Terms commence on the date you first access or use the Services (the "Effective Date") and continue until terminated as provided in this Section 17 (the "Term").

17.2 Termination for Convenience

Either party may terminate these Terms for any reason or no reason by providing written notice to the other party. If you terminate for convenience, termination will be effective at the end of your then-current subscription period, and you will not be entitled to a refund of any prepaid Fees. If Concourse terminates for convenience, termination will be effective at the end of your then-current subscription period, and Concourse will refund any prepaid Fees for the unused portion of the subscription period.

17.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice specifying the breach. Notwithstanding the foregoing, Concourse may suspend or terminate your access to the Services immediately, without prior notice, if:

You fail to pay any Fees when due;
You violate the Acceptable Use Policy or Section 6 (Prohibited Data and Uses);
Concourse reasonably believes that continued access poses a security risk or risk of harm to others; or
Concourse is required to suspend or terminate access by law or by a governmental authority, including law enforcement.

17.4 Effect of Termination

Upon termination or expiration of these Terms:

Your right to access and use the Services will immediately cease;
You will pay all outstanding Fees owed to Concourse;
You will, if requested by Concourse, promptly delete or return all Concourse Confidential Information in your possession or control; and
Concourse may, but is not obligated to, delete or anonymize Input, Output, and other data associated with your account.

17.5 Data Retrieval

Upon written request received within thirty (30) days after termination, Concourse will make available to you for download a copy of your Input and Output in a commonly used format. After such 30-day period, Concourse will have no obligation to retain or provide any of your data.

17.6 Survival

The following provisions will survive termination or expiration of these Terms: Sections 3 (Inputs, Outputs, and Ownership), 6 (Prohibited Data and Uses), 10 (Fees and Payment), 12 (Customer Responsibilities and Indemnification), 13 (Concourse Responsibilities and IP Indemnity), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Government Entity Exception), 17.4 through 17.6 (Effect of Termination, Data Retrieval, and Survival), and 18 (General Provisions), along with any other provisions that by their nature should survive.

18. GENERAL PROVISIONS

18.1 Export Compliance

The Services, Documentation, and related technology and information may be subject to U.S. export control laws, including the Export Administration Regulations and the International Traffic in Arms Regulations, and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain any necessary export, reexport, or import authorizations. You represent and warrant that you are not (a) located in, or a resident or national of, any country subject to U.S. government embargo or designated as a "terrorist supporting" country; (b) listed on any U.S. government list of prohibited or restricted parties; or (c) otherwise prohibited under export control or sanctions laws from receiving the Services.

18.2 Confidentiality

Each party may disclose Confidential Information to the other party in connection with these Terms. "Confidential Information" means non-public information designated as confidential or that reasonably should be considered confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, for Concourse, the Services, Documentation, and any technical or performance information about the Services, and for you, Input and account information. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) is rightfully received by the receiving party from a third party without breach of confidentiality obligations; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order. Each party will (i) hold the other party's Confidential Information in confidence and not disclose it to third parties except as permitted by these Terms, and (ii) only use the other party's Confidential Information to fulfill its obligations and exercise its rights under these Terms. Each party may disclose Confidential Information to its employees, agents, contractors, and advisers who have a legitimate need to know, provided they are bound by confidentiality obligations at least as protective as those in these Terms.

18.3 Publicity

Unless prohibited by your written policy provided to Concourse, Concourse may identify you as a customer of the Services and use your name and logo in Concourse's customer lists, marketing materials, and case studies, subject to your trademark usage guidelines if provided in writing.

18.4 Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond the party's reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

18.5 Assignment

You may not assign or transfer these Terms or any of your rights or obligations hereunder, in whole or in part, without Concourse's prior written consent, and any attempted assignment without such consent will be void. Concourse may freely assign these Terms. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

18.6 Amendments

Concourse may modify these Terms from time to time by posting a revised version on the Services or by providing notice to you. Material changes will be effective thirty (30) days after notice is provided, except for changes required by law, which will be effective immediately. Your continued use of the Services after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Services.

18.7 Entire Agreement

These Terms, together with any order forms, service level agreements, data processing addenda, or other written agreements signed by both parties, constitute the entire agreement between you and Concourse regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

18.8 Waiver and Severability

No failure or delay by either party in exercising any right or remedy under these Terms will waive that or any other right or remedy. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

18.9 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or to incur obligations on the other's behalf without the other party's prior written consent.

18.10 Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by 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 does not apply to these Terms.

18.11 Dispute Resolution

Except where prohibited by applicable law (including for Government Entities as provided in Section 16), any dispute, claim, or controversy arising out of or relating to these Terms or the Services, or the breach, termination, enforcement, interpretation, or validity thereof, will be resolved through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in New York, New York, or such other location as mutually agreed by the parties. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court having jurisdiction. Each party will bear its own costs of arbitration, unless the arbitrator determines that one party is the prevailing party, in which case the prevailing party will be entitled to recover reasonable attorneys' fees and costs. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

18.12 Class Action Waiver

EXCEPT AS PROVIDED IN SECTION 16 FOR GOVERNMENT ENTITIES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND CONCOURSE AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU AND CONCOURSE EXPRESSLY WAIVE ANY RIGHT TO PURSUE CLAIMS ON A CLASS OR REPRESENTATIVE BASIS OR TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.

18.13 Notices

Notices under these Terms must be in writing and will be deemed given: (a) when delivered personally; (b) when sent by confirmed facsimile or email (with confirmation of transmission); (c) one business day after deposit with a nationally recognized overnight courier service; or (d) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid. Notices to Concourse must be sent to:

Concourse Tech Inc.
Attn: Legal Department
169 Madison Avenue, Suite 15520
New York, NY 10016
Email: legal@concoursetech.com

Notices to you will be sent to the email address associated with your account.

18.14 Contact Information

If you have questions about these Terms or the Services, please contact us at:

Concourse Tech Inc.
169 Madison Avenue, Suite 15520
New York, NY 10016
Telephone: 646-397-0207
Email: contact@concoursetech.com

Effective Date: November 5, 2025