End User License Agreement

End User License Agreement — Launch Edition

Effective: Upon your acceptance Last Updated: September 28, 2026 Edition: Launch (this edition replaces the Beta Program Edition)

This End User License Agreement (“Agreement,” “EULA”) is a legal agreement between you (“Practitioner,” “you,” “your”) and Undercurrent Research Labs, Inc. (“Company,” “we,” “us,” “our”), a Delaware corporation, for the use of the Undercurrent platform (“Platform”) and the services the Company provides through it (“Services”). The Company and you are each a “party” and together the “parties.”

By creating an account, accepting this Agreement, accessing, or using the Platform, you agree to be bound by this Agreement. If you do not agree, do not use the Platform.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 13 THAT AFFECTS HOW DISPUTES BETWEEN YOU AND THE COMPANY ARE RESOLVED.

If you access or use the Platform, or enter into this Agreement, on behalf of a company, partnership, practice, or other entity (an “Organization”), you represent and warrant that you have the authority to bind that Organization to this Agreement. In that case, “you” and “your” refer to both you and the Organization, as applicable, and the Organization is responsible for the acts and omissions of each person it authorizes to access or use the Platform.

If you previously accepted the Beta Program Edition, this edition replaces it. Where we have arranged complimentary access for you, Section 2 (Complimentary Access) describes how that arrangement works under this edition.

1. License Grant

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your professional advisory practice, subject to this Agreement and to an active subscription (or an arranged complimentary period) under Section 2.

This license does not include:

Each person you permit to access or use the Platform through your account or your practice is an “Authorized User.” You are responsible and liable for all uses of the Platform resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of your Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to each Authorized User’s use of the Platform and shall cause Authorized Users to comply with those provisions.

2. Subscription, Payment, and Engagements

Access to the Platform requires a paid subscription. A valid payment method is required to subscribe, and subscription fees are billed in advance for each billing period. You represent and warrant that you are authorized to use the payment method you provide and to authorize the Company, through its third-party payment processor, to charge that payment method for all fees, taxes, and other amounts due under this Agreement. The composition of your plan and your billing interval are chosen at the time of purchase and shown in your billing settings. Prices are set out in the Price Schedule, which is incorporated into this Agreement by reference; they exclude applicable taxes, which are calculated and collected at checkout where required. The prices in effect when you purchase apply for your current billing period. We will give you notice by email before a price change takes effect for you. A change to the Price Schedule does not require you to accept this Agreement again. Payment processing is handled by Stripe. The Company is the seller of record.

If a payment fails, we will notify you by email, and your payment provider will retry the charge. Your access continues during that retry window. If the payment is not recovered and the subscription is canceled as a result, the wind-down in Section 11 applies from the date the subscription ends.

Your Plan

Your plan is composed of the following lines, priced as stated in the Price Schedule.

Lines we add to the Platform in the future will be presented at the time of purchase and are not part of your plan unless you add them.

Annual billing applies to the fixed lines only (Core, Capture, and Firm), which are prepaid for twelve months. Additional-engagement and finished-engagement charges always bill monthly, on a separate monthly invoice, because their quantities change month to month.

Automatic Renewal. Your subscription automatically renews at the end of each billing period unless you cancel it before the renewal date. Monthly subscriptions renew monthly, and annual subscriptions renew annually. We will charge the payment method associated with your account for the then-current subscription fees, plus applicable taxes, at the start of each renewal period. Your subscription will renew at the prices then in effect for your plan, subject to the price-change notice described in this Section 2. You may cancel at any time through your billing settings or by contacting support at support@theundercurrentapp.com. Cancellation takes effect at the end of the then-current billing period, and you will retain access through that date, subject to this Agreement and the Refund Policy.

How Engagements Work

These rules are the same rules shown on our pricing page and in the Platform. If they differ, the pricing page and the Platform will be corrected to match this Agreement.

  1. Definition. One engagement is one contracted relationship with one client system, regardless of legal entities. Coachees at different companies are different engagements. We do not impose a hard cap on the size of a client system; we rely on this definition and on your good faith in applying it.
  2. Included quantity. Every plan includes three engagements. Creating a client in the Platform is free. An engagement is claimed the first time an observation, a meeting, or an intake seed is recorded for that client.
  3. No charge without your request. Additional engagements are added to your plan only when you request one in the Platform. When your plan is at its limit, the Platform tells you and offers to add an engagement at the price in the Price Schedule. Each additional engagement is billed for a whole calendar month and is never prorated: an engagement that is active at any point in a calendar month is one whole unit for that month.
  4. Finished engagements. You may mark an engagement finished. It remains on file, and notes and email for it continue to be received and accumulated; it does not receive meetings, audio, or full synthesis. The first three finished engagements are free; further finished engagements are billed at the price in the Price Schedule. You may reactivate a finished engagement at any time; reactivation claims an engagement for that month.
  5. Automatic reduction. On the first day of each month, the number of additional engagements billed to you is reduced to the number you actually used in the prior month. You never need to ask for a reduction.

Other changes to your plan. You may add Capture at any time through your billing settings, effective immediately. Removing Capture or Firm is arranged through support and takes effect at the end of the current billing period. Partial periods are not refunded (see the Refund Policy).

Refunds

New subscribers are covered by our first-month money-back guarantee: a full refund on request within 30 days of your first payment. How the guarantee applies to annual prepayments, and all other refund terms, are set out in the Refund Policy, which is part of this Agreement.

Complimentary Access

Where we have arranged complimentary access for you — for example, as a participant in the beta program — no subscription fee is charged until the date of that arrangement ends. We will notify you before it ends. Continued use after that date requires a paid subscription. Complimentary access does not lower any of the protections in Section 7, and it does not entitle you to continued complimentary access afterward.

The beta environment is separate from the commercial environment. No mechanism exists to transfer accounts, credentials, or data between them, and this Agreement makes no commitment that one will exist.

Practices and Members

If you use the Platform as a member of a practice, the practice owner holds the subscription and controls billing, cancellation, and account deletion for the practice. This Agreement binds each member individually. Members do not hold their own subscriptions. On a plan without Firm, your practice may hold up to five members, counting invitations you have sent that are still pending; existing members are never removed by this limit. On a plan with Firm, the number of members is not limited, and practitioners beyond the five Firm covers are priced as stated in the Price Schedule and your Firm order.

Entering Client Data

By entering data about your clients and the people in their organizations, you acknowledge that you are placing sensitive third-party information into software that processes it with artificial intelligence and that may contain defects, and you accept that risk. You represent and warrant that you have obtained, and will maintain, all rights, permissions, authorizations, consents, and other lawful bases necessary to submit, upload, disclose, and otherwise permit the Company to process such information through the Platform and the Services as contemplated by this Agreement.

Feedback

You may give us feedback in any form — bug reports, feature requests, criticism, suggestions, ideas (“Feedback”). You grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and incorporate Feedback into the Platform and our business, without compensation, attribution, or any obligation to you. We are under no obligation to implement any Feedback, and nothing in this section grants you any rights in the Platform or in anything we build from Feedback.

Speaking About the Platform

You are not restricted from sharing your general impressions of the Platform publicly. Section 6 (Proprietary Framework) still applies — describing your experience is welcome; extracting or disclosing the methodology is not.

3. What the Platform Is

Undercurrent is an organizational intelligence platform for fractional practitioners — consultants, advisors, and interim executives — who serve organizations in bounded, expertise-driven engagements. It is behavioral intelligence for institutional systems.

The Platform is an analytical engine, not a passive note-taking tool. When you enter observations from your engagements, the Platform actively processes them through a proprietary analytical methodology — extracting narrative patterns, assessing evidence against accumulated findings, building and maintaining a living analytical picture, decaying stale signals as time passes, and preparing you for client conversations. The picture compounds over time: each observation strengthens, challenges, or reframes what came before. The client never sees the Platform. They see a practitioner who is simply better prepared.

The Platform does not follow a predetermined path. Each observation reveals the next step. Each meeting debrief surfaces new questions. The picture builds iteratively, shaped by what you encounter in the field — not by a template imposed before the engagement began. You should not expect the Platform to produce a completed assessment on a fixed timeline. Confidence builds with evidence.

Who Is Responsible for What

This distinction governs the entire relationship between you and the Platform.

The Platform’s responsibility: We run the engine. The Platform actively processes your observations, maintains analytical rigor through evidence-based confidence levels, enforces engagement-level data isolation, and ensures your data is never shared, aggregated, or used for model training. The Platform is architecturally designed to keep every engagement hermetically sealed — your data is never visible to other practitioners, never crosses engagement boundaries, and never leaves the inference pipeline.

Your responsibility: You drive the engine. You decide what to observe and what to document. You decide what is appropriate to enter given your professional and contractual obligations to your clients. You interpret every output through your professional expertise. You bear full responsibility for what you communicate to clients and the decisions you make based on Platform outputs. This is the same professional responsibility you carry with any analytical instrument — the Platform makes you faster and deeper, but the judgment is yours.

4. Systems, Not People

This distinction is foundational. It governs everything the Platform does and everything you agree to by using it.

The Platform analyzes organizational systems. It does not assess individuals.

People are complex, irreducible parts of a system. They cannot be reduced to a behavioral score, a personality type, or a category. When the Platform identifies a pattern — say, that a particular stakeholder consistently goes quiet when a specific topic arises — it is mapping a dynamic within the system. It is describing how someone functions in a specific organizational context at a specific moment in time. It is not making a claim about who they are.

Organizational systems theory treats behavior as a function of the system, not the individual. The same person may behave entirely differently in a different system, under different leadership, with different pressures. The Platform reads the system. You interpret what that means for the people within it, using your professional judgment.

You agree to:

You agree not to:

5. AI Augmentation and Its Limits

The Platform uses artificial intelligence extensively. You must understand what that means — and what it does not.

What AI does: AI processes your observations through a curated methodology. It extracts narrative patterns, assesses observations against accumulated evidence, generates hypotheses, identifies emerging themes, synthesizes longitudinal pictures, processes audio transcriptions (including speaker diarization — automated identification of distinct speakers, which produces speaker embeddings that may constitute biometric identifiers under applicable state laws), and generates probing questions for meeting preparation. Your obligations relating to the recording and biometric processing of audio you upload are set out in the Terms of Use §3 and in Section 7 of this Agreement.

What AI does not do: AI does not think. It does not understand your clients. It does not have professional judgment. It produces outputs based on statistical patterns in language. Those outputs can be remarkably useful — and they can be remarkably wrong.

All AI outputs are suggestions that require your professional interpretation. The Platform presents hypotheses, not conclusions. Confidence levels are always visible.

AI can and will make mistakes. Outputs may be factually inaccurate, contextually inappropriate, overconfident in weak patterns, or blind to dynamics the data does not capture. Analytical quality continues to be tuned as the Platform evolves.

You bear professional responsibility for every insight you act on, every question you ask in a meeting, every recommendation you make to a client. The Platform sharpens your preparation. It does not replace your judgment.

6. Proprietary Framework

The Platform’s methodology is the proprietary intellectual property of Undercurrent Research Labs, Inc.

You agree not to:

7. Your Data and Confidentiality

Ownership

All content you enter — observations, meeting debriefs, client profiles, player notes, working theories — is your data. You own it. We process it to provide the Services.

You may delete your account, subject to the retention limits in Section 11. The Platform does not offer a data export; see Section 11 for what is and is not available.

Client Data

Data you enter about your clients is for your professional use only. The Platform has no relationship with your clients or the individuals described in your observations. Your professional and contractual obligations to your clients govern how you handle that information.

You agree to:

Analytical Outputs

The Platform generates analytical outputs from your data — including but not limited to analytical signals, confidence assessments, organizational canon, thesis assessments, speech dynamics analysis, notable moment scoring, arc entries, and meeting briefings. These outputs are produced by the Platform’s proprietary methodology and provided to you as part of the Services.

You may use these outputs in your professional practice for the duration of your access to the Platform. You may not extract, archive, or systematically collect analytical outputs for the purpose of replicating the Platform’s capabilities or building competing products.

The underlying methods, analytical frameworks, signal definitions, and scoring models that produce these outputs remain the exclusive intellectual property of the Company. When your account is deleted, analytical outputs are deleted along with your data per Section 11.

No Model Training

Your content is never used to train, fine-tune, or provide feedback to any AI model. The Platform uses third-party AI models through their commercial inference APIs — stateless requests where the model receives input, generates a response, and the interaction is complete. The Platform’s architecture provides no mechanism to submit training data, feedback signals, or preference labels to any model provider. This is enforced by system design, not merely by policy.

For clarity: the Feedback license in Section 2 covers your suggestions about the Platform. It does not touch the content you enter into the Platform, which remains yours and is never used for training.

Practitioner Isolation

Your data is never visible to, shared with, or accessible by other practitioners on the Platform. Each practice’s engagements exist in complete isolation, enforced at the database level through row-level security, at the application level through tenant guards, and at the processing level through organization-scoped transactions.

Engagement Isolation

Each client engagement is hermetically sealed. No data crosses engagement boundaries. One client’s data never influences another client’s analysis.

Usage Data

We may collect and use data concerning your and your Authorized Users’ access to and use of the Platform and Services, including feature usage, engagement with Platform functionality, configuration information, device and browser information, log data, performance data, diagnostic information, and other operational telemetry (“Usage Data”). We may use Usage Data to operate, maintain, secure, support, analyze, and improve the Platform and Services; develop and improve features and functionality; monitor performance and reliability; detect, prevent, and investigate fraud, security incidents, misuse, and violations of this Agreement; and produce aggregated or de-identified analytics. We will not use your content, including client information, observations, recordings, or analytical outputs, to train or fine-tune AI models. Usage Data does not include the substantive content you submit to the Platform, except to the extent reasonably necessary to operate, secure, support, or troubleshoot the Platform and Services.

Confidential Information

Each party may receive non-public information from the other party that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Confidential Information includes a party’s business, technology, products, services, intellectual property, trade secrets, security information, and customer information. Your data is your Confidential Information. Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving party without restriction before disclosure; (c) is rightfully received without restriction from a third party; or (d) is independently developed without use of the disclosing party’s Confidential Information.

The receiving party will use the disclosing party’s Confidential Information only to exercise its rights or perform its obligations under this Agreement, protect it using reasonable care, and disclose it only to its personnel, contractors, advisers, affiliates, and service providers with a need to know and who are bound by confidentiality obligations. A receiving party may disclose Confidential Information when required by law or legal process, provided that, where legally permitted, it gives prompt notice and reasonably cooperates with efforts to obtain confidential treatment.

8. What the Platform Is Not

9. Disclaimer; Limitation of Liability

Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT ALL TIMES, OR THAT ANY OUTPUT, INCLUDING ANY AI-GENERATED OUTPUT, WILL BE ACCURATE, COMPLETE, OR FIT FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT PROVIDE A SERVICE-LEVEL AGREEMENT OR GUARANTEE ANY PARTICULAR LEVEL OF AVAILABILITY, PERFORMANCE, OR SUPPORT RESPONSE TIME.

Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, REPUTATION, ANTICIPATED SAVINGS, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap. THE COMPANY’S TOTAL, CUMULATIVE, AND AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY YOU TO THE COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY AND (B) ONE HUNDRED U.S. DOLLARS (US $100).

Basis of the Bargain. The limitations in this Section 9 apply notwithstanding the failure of any limited or exclusive remedy of its essential purpose and are a fundamental basis of the bargain between the parties. The fees reflect this allocation of risk.

10. Indemnification

By Us

We will defend you against any claim brought by a third party alleging that the Platform, used as permitted by this Agreement, infringes that third party’s United States patent, copyright, or trademark, and we will pay the damages and costs finally awarded against you or agreed in a settlement we approve in writing.

This obligation does not apply to a claim arising from: (a) content you entered into the Platform; (b) a modification of the Platform not made by us; (c) the combination of the Platform with products, data, or processes we did not provide, where the claim would not have arisen without the combination; or (d) use of the Platform in breach of this Agreement.

If such a claim is made, or we believe one is likely, we may at our option: procure the right for you to continue using the Platform; modify or replace the Platform so that it is non-infringing without materially reducing its functionality; or, if neither is commercially reasonable, terminate your subscription and refund any prepaid fees for the remainder of the paid period. This section states our entire liability to you for third-party infringement claims.

By You

You will defend us, our affiliates, and our respective officers, directors, employees, and contractors against any claim brought by a third party arising from:

You will pay the damages and costs finally awarded against us or agreed in a settlement you approve in writing. This obligation does not apply to the extent a claim arises from our breach of this Agreement or from our gross negligence or willful misconduct.

Procedure

The party seeking defense must (a) give the other party prompt written notice of the claim, provided that a delay excuses the defending party only to the extent it is prejudiced by the delay; (b) give the defending party sole control of the defense and settlement, except that no settlement may impose an obligation on, or admit fault by, the party being defended without that party’s written consent, which may not be unreasonably withheld; and (c) provide reasonable assistance at the defending party’s expense. The party being defended may participate in the defense with its own counsel at its own expense.

Your Continuing Responsibility

Independently of the indemnity above, you remain solely responsible for:

Nothing in this section shifts to us any responsibility that the law or your professional obligations place on you.

11. Your Data: Retention, Retrieval, and Deletion

No export capability exists. The Platform does not offer a data export, and because your content is encrypted under keys only you hold, we cannot produce one on your behalf. Whether and in what form a future export is offered — and how it distinguishes the content you entered from the Platform’s analytical outputs, which remain subject to Section 7 — is not yet determined. This Agreement makes no export commitment. You should retain your own records of engagement material you consider essential.

Deleting individual records. You may delete uploaded files and recordings, stakeholder profiles, and objectives within the Platform. Observations and the analytical outputs built from them are part of the accumulated record and are deleted with the account.

After cancellation. When your subscription is canceled, you keep full access until the end of the period you have paid for. Your account then enters a 30-day read-only period during which you can view your data but not add to it; you may restart your subscription during this period and continue with your data intact. When the read-only period ends, the account is deactivated: access ends, and your data is retained until you delete the account or ask us to restore it. Restoring a deactivated account is arranged through support.

Deleting your account. After your subscription is canceled, you may delete your account from your billing settings at any point in the paid-through, read-only, or deactivated stages; deletion requires you to confirm your password and is not reversible. You may also request deletion by contacting privacy@undercurrentresearchlabs.com. Deletion cancels any remaining subscription immediately and forfeits any remaining paid days.

How deletion works. When you delete your account, your access ends immediately and the account is scheduled for permanent deletion. Permanent deletion — of your organization, every engagement, all uploaded media, and your billing customer record — completes within 31 days. Backup copies persist until they expire under the schedule in our Privacy Policy. We retain security audit records — a log of account and billing events that contains no engagement content — for a fixed period after deletion, and we may retain specific records where the law requires it (for example, records subject to a legal hold or required for tax, accounting, or audit purposes). A legal hold pauses deletion until the hold is lifted.

12. Term and Termination

This Agreement is effective as long as you maintain an account on the Platform.

By you. You may cancel your subscription at any time through your billing settings or by contacting support. The wind-down in Section 11 then applies.

By us. We may terminate this Agreement immediately if you:

Following termination by us, we may deactivate your account and, after 30 days’ notice, delete it; deletion then follows Section 11. Termination does not entitle you to a refund except as stated in the Refund Policy.

Upon termination, your license ceases immediately. Sections 2 (Feedback license), 6, 7 (Confidential Information), 9, 10, 11, 13, and 14 survive termination.

Suspension. Notwithstanding anything to the contrary in this Agreement, the Company may temporarily suspend your and any Authorized User’s access to any portion or all of the Platform or Services if: (i) the Company reasonably determines that (A) there is a threat or attack on any of the Company’s intellectual property; (B) your or any Authorized User’s use of the Company’s intellectual property disrupts or poses a security risk to the Company’s intellectual property or to any other customer or vendor of the Company; (C) you or any Authorized User is using the Company’s intellectual property for fraudulent or illegal activities; (D) subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) the Company’s provision of the Services to you or any Authorized User is prohibited by applicable law; or (ii) any vendor of the Company has suspended or terminated the Company’s access to or use of any third-party services or products required to enable you to access the Platform or Services (a “Service Suspension”). The Company shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Platform or Services following any Service Suspension. The Company shall use commercially reasonable efforts to resume providing access to the Platform or Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. The Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any Authorized User may incur as a result of a Service Suspension.

13. Governing Law; Dispute Resolution; Binding Arbitration; Class Action Waiver

Governing Law and Dispute Resolution. This Agreement is governed by the laws of the State of South Carolina, without regard to its conflict-of-law principles. The Federal Arbitration Act governs the interpretation and enforcement of this Section. Before initiating arbitration, either party must give the other written notice of the dispute and the parties will attempt in good faith to resolve the dispute through discussions between representatives with authority to resolve it. If the dispute is not resolved within 30 days after the notice is received, either party may initiate binding arbitration as provided below.

Arbitration. Except as expressly provided in the following paragraph, any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, the Services, or the relationship between you and the Company, including the formation, enforceability, interpretation, scope, performance, breach, termination, or validity of this Agreement or this arbitration provision, will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted before one arbitrator, except that either party may request a panel of three arbitrators if the amount in controversy exceeds $250,000, exclusive of interest, attorneys’ fees, and costs. The arbitrator must have experience in commercial technology agreements or software-as-a-service disputes. The place of arbitration will be Greenville County, South Carolina; however, hearings may be conducted remotely or at another mutually agreed location. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The arbitration and all related filings, submissions, testimony, evidence, and award will be confidential, except to the extent disclosure is required to enforce an award, comply with law or legal process, obtain professional advice, make disclosures to insurers, auditors, financing sources, or prospective acquirers subject to appropriate confidentiality protections, or otherwise protect or pursue a party’s legal rights. The arbitrator may award any individual relief available in a court of competent jurisdiction, subject to the limitations and exclusions of liability in this Agreement. The arbitrator will issue a reasoned written award. Each party will bear its own attorneys’ fees and costs, and the parties will share equally the AAA’s and arbitrator’s fees and expenses, except to the extent the arbitrator reallocates fees or costs under applicable law or this Agreement.

Small Claims. Notwithstanding the foregoing, either party may bring an individual action in a court of competent jurisdiction that qualifies as a small-claims court, provided that the action remains in that court and is pursued solely on an individual basis.

Injunctive Relief. Nothing in this Section prevents either party from seeking temporary, preliminary, or permanent injunctive or other equitable relief in a state or federal court located in Greenville County, South Carolina to prevent or address actual or threatened infringement, misappropriation, misuse, or disclosure of that party’s intellectual property, Confidential Information, data, credentials, systems, or security interests, or to enforce an arbitration award, including as provided under Equitable Relief in Section 14. Seeking that relief does not waive arbitration or constitute a breach of this Agreement. Each party consents to the exclusive jurisdiction and venue of those courts for those limited purposes.

Individual Capacity. To the maximum extent permitted by applicable law, disputes must be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, private-attorney-general, or representative proceeding. If this sentence is found unenforceable as to a particular claim or form of relief, that claim or form of relief will proceed in a court of competent jurisdiction, and the remaining claims will proceed in arbitration to the extent permitted by law.

Mass Arbitrations. If 25 or more substantially similar arbitration demands are filed against either party by or with the assistance of the same law firm or coordinated law firms, or otherwise are coordinated, the parties agree that the demands will be administered in batches of up to 25 arbitrations at a time. The AAA may designate one arbitrator to manage the coordinated proceedings and may assign the same arbitrator or arbitrators to each batch. While a batch is pending, no further arbitration demands subject to this paragraph will be commenced or administered, except as necessary to preserve applicable statutes of limitation. The parties will cooperate in good faith with the AAA to implement this batching process. Nothing in this paragraph authorizes class, collective, consolidated, representative, or joint arbitration, and each arbitration demand must be resolved individually.

Opt-Out. You may opt out of this arbitration provision by sending written notice to the Company at legal@undercurrentresearchlabs.com within 30 days after first accepting this Agreement. Your notice must include your name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. If you timely opt out, this arbitration provision will not apply to you, but the remaining provisions of this Agreement will remain in effect.

Waiver. YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND, EXCEPT AS EXPRESSLY STATED ABOVE, TO HAVE DISPUTES RESOLVED IN COURT.

14. General

Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, fiduciary, employment, agency, or other relationship between the parties. The Company does not act as your agent, professional adviser, or representative in connection with your clients, engagements, or use of the Platform.

Governing Law. This Agreement is governed by the laws of the State of South Carolina, and disputes are resolved, as provided in Section 13.

Notices. We may provide notices under this Agreement by email to the email address associated with your account, through the Platform, or by posting the notice on the Platform. Notices from you to us must be sent to legal@undercurrentresearchlabs.com, unless this Agreement specifies another email address for a particular type of notice. Notices are effective when sent by email, when posted in the Platform, or when received if sent by another permitted method. You are responsible for keeping your account email address current.

No Waiver. Our failure to enforce any provision of this Agreement is not a waiver of that provision or of our right to enforce it later. Any waiver must be in writing and signed by an authorized representative of the party granting the waiver.

Assignment. You may not assign, transfer, or delegate this Agreement, or any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without the Company’s prior written consent. Any attempted assignment, transfer, or delegation in violation of this Section is void. The Company may assign or transfer this Agreement, in whole or in part, without your consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, change of control, or sale of all or substantially all of the assets or business to which this Agreement relates. This Agreement is binding on and benefits the parties and their permitted successors and assigns.

Severability. If any provision is found unenforceable, the remaining provisions continue in full force.

Force Majeure. Neither party will be liable for any delay, failure, or interruption in the performance of its obligations under this Agreement, other than payment obligations, to the extent caused by events beyond its reasonable control, including natural disasters, acts of God, acts of government, war, terrorism, civil unrest, labor disputes, epidemics or pandemics, failures of telecommunications, internet, hosting, utility, or other third-party infrastructure, and cyberattacks or other events affecting the availability or operation of the Platform or Services. The affected party will use commercially reasonable efforts to mitigate the effects of the event and resume performance as soon as reasonably practicable.

Export Compliance and Sanctions. You may not access, use, export, re-export, or otherwise transfer the Platform or Services except as authorized by United States law and the laws of the jurisdiction in which you obtained access. You represent and warrant that neither you nor, if applicable, your Organization or Authorized Users are located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, or identified on any applicable U.S. government restricted party list. You will not use the Platform or Services in violation of applicable export control, sanctions, or trade laws.

Equitable Relief. You acknowledge that a breach of Section 1 or Section 6 may cause the Company irreparable harm for which monetary damages may be inadequate. Accordingly, in addition to any other remedies available at law or in equity, the Company may seek immediate injunctive or other equitable relief to prevent or stop an actual or threatened breach of those Sections, without the need to post bond to the extent permitted by applicable law.

Third-Party Beneficiaries. Except for the Company’s affiliates and the Company’s and its affiliates’ officers, directors, employees, contractors, and agents, solely with respect to the indemnification rights expressly provided in Section 10, this Agreement does not confer, and is not intended to confer, any rights or remedies upon any person or entity other than the parties and their permitted successors and assigns.

Entire Agreement. This Agreement, together with the Terms of Use, Privacy Policy, Refund Policy, and Price Schedule, constitutes the entire agreement between you and the Company regarding the Platform. In the event of a conflict between the documents that comprise this Agreement, the following order of precedence applies: (a) an applicable written order form or other agreement executed by authorized representatives of both parties, but only to the extent it expressly states that it supersedes a provision of this Agreement; (b) any applicable Data Processing Agreement entered into between the parties, solely with respect to the processing of personal data; (c) this Agreement; (d) the Price Schedule; (e) the Refund Policy; (f) the Privacy Policy; and (g) the Terms of Use.

Changes. We may update this Agreement from time to time. We will notify you of material changes by email at least 30 days before they take effect, and we may also present the updated edition for acceptance in the Platform. Your continued use of the Platform after a change takes effect constitutes acceptance of it. If you do not agree to a change, cancel under Section 12 before it takes effect.

Electronic Communications. By creating an account, accepting this Agreement, or using the Platform, you consent to receive communications, notices, disclosures, agreements, and records from us electronically, including by email and through the Platform. Electronic communications satisfy any legal requirement that communications be in writing. You agree that your electronic acceptance of this Agreement has the same force and effect as a handwritten signature.

Contact. For questions about this Agreement:

Undercurrent Research Labs, Inc. Greenville, SC Email: legal@undercurrentresearchlabs.com Web: https://undercurrentresearchlabs.com