These Enterprise Partner Terms of Service ("Agreement") constitute a legal agreement between Closai, Inc., a Delaware corporation ("Closai," "we," "our," or "us"), and the enterprise entity identified in the applicable Order Form ("Enterprise Partner," "you," or "your"). This Agreement governs Enterprise Partner's access to and use of Closai's platform, API, and data enrichment infrastructure (collectively, the "Platform") in connection with any executed Order Form.

By signing an Order Form that references this Agreement, Enterprise Partner accepts and agrees to be bound by these terms.

DEFINITIONS

"Closai Platform" means Closai's proprietary data enrichment infrastructure, including its web interface, API, OAuth connection framework, email sync technology, and any related tools, documentation, or services made available to Enterprise Partner.

"Enriched Data" means the purchase history data, style affinity signals, wardrobe insights, and other outputs derived from End User accounts and made available to Enterprise Partner through the Platform, as scoped in the applicable Order Form.

"End User" means an individual who has connected their accounts to the Closai Platform via OAuth or email sync, consented to Closai's Terms of Use and Privacy Policy, and authorized the sharing of Enriched Data with Enterprise Partner. End Users are customers of Closai and their data relationship is governed by Closai's Privacy Policy, independent of any Enterprise Partner relationship.

"Order Form" means a written or electronic ordering document executed by both parties that specifies the scope of services, pricing, term, and any additional terms specific to the engagement.

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature.

ACCESS & LICENSE

License Grant

Subject to the terms of this Agreement and the applicable Order Form, Closai grants Enterprise Partner a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Closai Platform solely for the purposes defined in the Order Form and for the benefit of authorized End Users during the term of such Order Form.

Restrictions

Enterprise Partner shall not:

• Resell, white-label, sublicense, or redistribute the Closai Platform or any Enriched Data to any third party

• Use the Platform for any purpose outside the scope of the applicable Order Form

• Reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying logic, OAuth infrastructure, or enrichment methodology of the Platform

• Access the Platform in a manner intended to circumvent usage limits, fees, or access controls

• Use the Platform to develop a competing product or service

• Transfer access credentials or API keys to any unauthorized party

• Represent to End Users or any third party that Enterprise Partner owns, controls, or is responsible for End Users' Closai accounts, OAuth connections, or underlying purchase data

Reservation of Rights

All rights not expressly granted herein are reserved by Closai. This Agreement transfers no ownership interest in the Platform, Closai's intellectual property, End User data, or any Enriched Data to Enterprise Partner.

END USER DATA & CONSENT

Closai as Data Controller

Closai is the data controller with respect to all personal data collected from End Users through its Platform, including data collected via OAuth connections, email sync, and purchase history enrichment. This applies regardless of whether the End User's connection to Closai was initiated through Closai's own interface or through an integration with Enterprise Partner's platform.

Enterprise Partner acknowledges that:

• End Users who connect their accounts through Enterprise Partner's integration are Closai customers, subject to Closai's Terms of Use and Privacy Policy

• Closai holds all OAuth authorizations and email access permissions granted by End Users and is solely responsible for securing, monitoring, and maintaining those connections

• Enterprise Partner receives Enriched Data outputs as a licensed downstream recipient only, and has no independent right to access, control, or process the underlying End User data

• The End User's data relationship with Closai exists independently of, and is not contingent upon, any Enterprise Partner relationship

Enterprise Partner's Disclosure Obligations

Enterprise Partner agrees to:

• Clearly disclose to its customers, prior to initiating any Closai integration, that connecting their accounts will establish a direct data relationship with Closai, governed by Closai's Privacy Policy at closai.io/privacy-policy

• Maintain a privacy policy that accurately discloses its use of Closai as a third-party data enrichment provider and the nature of Enriched Data received by Enterprise Partner

• Direct any End User data requests, corrections, or deletion requests to Closai, as Closai is the data controller responsible for fulfilling such requests

End User Rights & Revocation

End Users may modify or revoke Closai's access to their accounts at any time through the Closai Platform. Upon revocation, Closai will cease processing that End User's data and will notify Enterprise Partner that the End User's Enriched Data feed has been discontinued. Enterprise Partner shall not attempt to independently maintain, replicate, or reconstruct data connections that have been revoked by an End User.

Enterprise Partner acknowledges that it has no right to prevent, delay, or contest an End User's decision to revoke access or modify their Closai account settings.

Data Accuracy

Closai will use commercially reasonable efforts to ensure the accuracy and completeness of Enriched Data. Enterprise Partner acknowledges that Enriched Data is derived from third-party sources and that Closai does not warrant its completeness or real-time accuracy.

INTELLECTUAL PROPERTY

Closai's IP

Closai exclusively owns all right, title, and interest in and to the Platform, including its API, OAuth infrastructure, enrichment methodology, algorithms, software, data models, End User data, and any derived outputs. Nothing in this Agreement transfers any ownership of Closai's intellectual property or End User data to Enterprise Partner.

Feedback

If Enterprise Partner provides feedback, suggestions, or ideas regarding the Platform ("Feedback"), Closai may use such Feedback without restriction or obligation to Enterprise Partner. Feedback does not grant Enterprise Partner any ownership interest in any resulting improvements or features.

Trademarks

Neither party may use the other's name, logo, or trademarks in any public-facing materials without prior written consent, except that Closai may identify Enterprise Partner as a customer or partner in its marketing materials unless Enterprise Partner requests otherwise in writing.

PERMITTED & PROHIBITED USE OF ENRICHED DATA

Permitted Use

Enterprise Partner may use Enriched Data solely for the internal business purposes defined in the applicable Order Form, such as personalizing member experiences, informing merchandising decisions, or improving product recommendations for its own customers. All such use is subject to the scope of End User consent granted to Closai and made available downstream to Enterprise Partner.

Prohibited Use

Enterprise Partner shall not:

• Share, resell, sublicense, or transfer Enriched Data to any third party without Closai's prior written consent

• Use Enriched Data to build, train, or improve any machine learning model, data product, or competing service

• Attempt to re-identify any individual from de-identified or aggregated data provided by Closai

• Combine Enriched Data with other datasets in ways that exceed the scope of End User consent or violate applicable privacy laws

• Use Enriched Data after termination of the applicable Order Form for any purpose

Closai's Use of Platform Data

As data controller, Closai may use End User data and platform activity to operate, improve, and develop its services, enrichment models, and product features, consistent with its Privacy Policy and End User consent. Closai will not share identifiable End User data with other enterprise partners without the explicit consent of the relevant End Users.

CONFIDENTIALITY

Obligations

Each party agrees to keep confidential all Confidential Information disclosed by the other party and to use such information solely for purposes of performing its obligations under this Agreement. Each party shall protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

Exclusions

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully known by the receiving party before disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law or legal process, provided the disclosing party gives prompt written notice where permitted.

Survival

Confidentiality obligations survive termination of this Agreement for three (3) years.

FEES & PAYMENT

Fees

Enterprise Partner agrees to pay the fees set forth in the applicable Order Form. All fees are non-refundable except as expressly stated in the Order Form.

Invoicing & Payment Terms

Closai will invoice Enterprise Partner in accordance with the billing schedule in the Order Form. Payment is due within thirty (30) days of invoice unless otherwise specified. Overdue payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less.

Taxes

Enterprise Partner is responsible for all applicable taxes, levies, or duties associated with its use of the Platform, excluding taxes based on Closai's net income.

Price Changes

Closai may adjust pricing upon renewal of any Order Form with at least thirty (30) days' prior written notice.

TERM & TERMINATION

Term

This Agreement begins on the date the applicable Order Form is executed and continues for the term specified therein, unless earlier terminated in accordance with this section.

Termination for Convenience

Either party may terminate this Agreement or an Order Form for convenience upon thirty (30) days' written notice, unless the Order Form specifies a different notice period or opt-out window.

Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (i) materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice; (ii) becomes insolvent or makes an assignment for the benefit of creditors; or (iii) becomes subject to bankruptcy, receivership, or similar proceedings.

Effect of Termination

Upon termination or expiration of any Order Form, Enterprise Partner shall immediately cease all use of the Closai Platform. Within thirty (30) days of the termination date, Enterprise Partner shall:

• Delete or destroy all Enriched Data received from Closai during the term of the Order Form, including any copies stored in Enterprise Partner's systems, databases, or third-party services

• Destroy or return Closai's Confidential Information upon request

• Provide Closai with written certification of such deletion upon request

Closai's retention of End User data. Because End Users consent to Closai directly and independently of any Enterprise Partner relationship, termination of an Order Form does not affect Closai's relationship with those End Users or Closai's right to retain and continue processing their data. Closai will continue to maintain End User accounts in accordance with its Privacy Policy and each End User's individual consent. Closai will notify affected End Users that the Enterprise Partner integration has ended and that their data remains accessible through Closai's platform.

Enterprise Partner's account data. Closai will retain Enterprise Partner's account-level data (e.g. billing records, usage logs, Order Form history) for as long as required by applicable law or Closai's standard data retention policies. Enterprise Partner may request an export of its own account-level data in a standard machine-readable format within thirty (30) days of termination.

End User-initiated termination. An End User may terminate their relationship with Enterprise Partner independently of their Closai account. Closai is under no obligation to delete or restrict an End User's data solely on the basis of that End User's termination of services with Enterprise Partner. End Users wishing to delete their Closai account must do so directly through Closai's platform.

Survival

Sections 4 (Intellectual Property), 5.2 (Prohibited Use), 6 (Confidentiality), 9 (Indemnification), 10 (Limitation of Liability), and 11 (General) survive termination of this Agreement.

INDEMNIFICATION

By Enterprise Partner

Enterprise Partner agrees to indemnify, defend, and hold harmless Closai and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (i) Enterprise Partner's breach of this Agreement; (ii) Enterprise Partner's failure to accurately disclose to its customers the nature of the Closai data relationship, including that End Users are Closai customers and their data is governed by Closai's Privacy Policy; (iii) Enterprise Partner's use of Enriched Data in violation of this Agreement or applicable law; or (iv) any claim by an End User or third party arising from Enterprise Partner's products, services, or misrepresentation of the Closai data relationship.

By Closai

Closai agrees to indemnify, defend, and hold harmless Enterprise Partner from and against any third-party claims alleging that the Closai Platform, as provided by Closai and used in accordance with this Agreement, infringes any third-party intellectual property right, provided that Enterprise Partner: (i) promptly notifies Closai of the claim; (ii) grants Closai sole control of the defense and settlement; and (iii) reasonably cooperates in the defense.

DISCLAIMERS & LIMITATION OF LIABILITY

Disclaimer of Warranties

The Closai Platform is provided "as is" and "as available." To the fullest extent permitted by law, Closai disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Closai does not warrant that the Platform will be uninterrupted, error-free, or that Enriched Data will be complete or fully accurate.

Limitation of Liability

To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of this Agreement, even if advised of the possibility of such damages. Each party's total cumulative liability arising out of or related to this Agreement shall not exceed the total fees paid or payable by Enterprise Partner to Closai in the twelve (12) months preceding the claim giving rise to liability.

Exceptions

The limitations in Section 10.2 do not apply to: (i) either party's indemnification obligations; (ii) damages arising from gross negligence or willful misconduct; or (iii) breach of Section 6 (Confidentiality) or Section 5.2 (Prohibited Use of Enriched Data).

GENERAL

Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York City, New York.

Dispute Resolution

At Closai's election, disputes arising from this Agreement may be submitted to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association, applying the laws of the State of New York. Each party waives any right to a jury trial in connection with any dispute arising under this Agreement.

Entire Agreement

This Agreement, together with the applicable Order Form, the Closai Data Processing Agreement and Closai's Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, representations, and agreements.

Order of Precedence

In the event of a conflict between this Agreement and an Order Form, the Order Form controls solely with respect to the specific commercial terms (fees, term, scope of services) of that engagement. This Agreement controls in all other respects.

Amendment

Closai may update this Agreement from time to time. Enterprise Partners will be notified of material changes via the email address on file at least thirty (30) days prior to the effective date of such changes. Continued use of the Platform following notice constitutes acceptance of the updated Agreement. Changes will not apply retroactively to Order Forms already in effect unless mutually agreed in writing.

Assignment

Enterprise Partner may not assign this Agreement or any rights hereunder without Closai's prior written consent. Closai may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any unauthorized assignment is void.

Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, government actions, or internet or infrastructure outages, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

Severability

If any provision of this Agreement is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future.

Notices

All notices under this Agreement shall be in writing and delivered to the contact information specified in the applicable Order Form, or to contact@closai.io for notices to Closai.