SaaS Agreement

General Terms and Conditions

This SaaS Agreement ("Agreement") is entered into between Ribera AI, Inc., a Delaware corporation doing business as BrokerBot ("we," "us," or "our"), and you ("Customer" or "you"). This Agreement governs your subscription to and use of our Services.

1. Definitions

"Services" means the BrokerBot AI-powered real estate platform and related services provided under your subscription.

"Customer Data" means all data, information, and materials submitted by you or on your behalf to the Services.

"Order Form" means the ordering document or online subscription process specifying the Services you have purchased.

"Confidential Information" means any information disclosed by either party that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

2. Subscription and Access

2.1 Grant of Rights

Subject to the terms of this Agreement and payment of applicable fees, we grant you a non-exclusive, non-transferable right to access and use the Services during the subscription term solely for your internal business purposes.

2.2 User Accounts

You are responsible for maintaining the confidentiality of all user accounts and passwords. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

2.3 Restrictions

You agree not to:

• License, sublicense, sell, resell, transfer, assign, or distribute the Services
• Modify or make derivative works based upon the Services
• Reverse engineer or access the Services to build a competitive product or service
• Use the Services to store or transmit infringing, libelous, or otherwise unlawful material
• Use the Services to store or transmit malicious code or interfere with the integrity or performance of the Services

3. Fees and Payment

3.1 Fees

You agree to pay all fees specified in your Order Form. All fees are stated in U.S. dollars and are non-refundable except as expressly set forth in this Agreement.

3.2 Payment

Fees are due and payable as specified in your Order Form. If you fail to pay any fees when due, we may suspend your access to the Services until payment is received.

3.3 Automatic Renewal

Your subscription will automatically renew for successive periods equal to your initial subscription term unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

3.4 Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable taxes, excluding taxes based on our net income.

4. Customer Data and Privacy

4.1 Customer Data Ownership

You retain all right, title, and interest in and to your Customer Data. You grant us a limited license to use Customer Data solely to provide and improve the Services.

4.2 Data Security

We will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data.

4.3 Data Processing

We will process Customer Data in accordance with our Privacy Policy and applicable data protection laws.

5. Term and Termination

5.1 Term

This Agreement commences on the date you first accept it and continues until terminated in accordance with this section.

5.2 Termination for Convenience

Either party may terminate this Agreement by providing written notice at least 30 days prior to the end of the then-current subscription term.

5.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice thereof.

5.4 Effect of Termination

Upon termination, your right to access and use the Services will immediately cease. We will make your Customer Data available for export for 30 days following termination, after which we may delete it.

5.5 Refunds

If we terminate this Agreement for reasons other than your breach, we will refund any prepaid fees for the unused portion of the subscription term. If you terminate for our uncured material breach, you will be entitled to a pro-rata refund of prepaid fees.

6. Intellectual Property

6.1 Our Intellectual Property

We retain all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to you other than as expressly set forth in this Agreement.

6.2 Feedback

If you provide us with any feedback or suggestions regarding the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback into our Services.

7. Confidentiality

7.1 Protection of Confidential Information

Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

7.2 Permitted Disclosures

Confidential Information may be disclosed to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

7.3 Third-Party Service Providers

Notwithstanding the above, you agree that we may disclose, transfer, or provide access to your Confidential Information (including Customer Data) to third-party service providers (e.g., cloud hosting providers, infrastructure providers, AI and Large Language Model service providers, and sub-processors) solely as necessary to perform, facilitate, or improve the Services under this Agreement. We will ensure that such third parties are subject to written obligations consistent with the level of protection provided under this Agreement.

7.4 Compelled Disclosure

The receiving party may disclose Confidential Information to the extent compelled by law, regulation, subpoena, or court order, provided the receiving party gives the disclosing party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance if the disclosing party wishes to contest the disclosure.

7.5 Marketing Use

Notwithstanding any other provision of this Agreement, you agree that we are permitted to include your name and/or trademarks and logos in our promotional or marketing materials and content related to the Services to represent that you are a current or former customer of ours.

8. Warranties and Disclaimers

8.1 Limited Warranty

We warrant that the Services will perform materially in accordance with the applicable documentation during the subscription term.

8.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED "AS IS." WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY OTHER GOODS OR SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

9. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, WE AND OUR SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY:

• FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS
• FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
• FOR ANY MATTER BEYOND OUR REASONABLE CONTROL
• FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY

10. Indemnification

You shall indemnify, defend, and hold harmless us and our affiliates, and each of our respective officers, directors, employees, agents, subcontractors, successors and assigns from and against any losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses (including reasonable attorneys' fees) arising out of or relating to:

• Any use or combination of the Services by or on your behalf with any hardware, software, system, network, service or other matter not provided or authorized by us
• Any information, materials or technology provided by you or directed by you to be used with the Services
• Any breach by you of any representation, warranty, covenant or obligation under this Agreement
• Any negligence, abuse, misapplication, misuse or more culpable act or omission by or on your behalf with respect to the Services
• Any use of the Services by or on your behalf that is outside the purpose, scope or manner of use authorized by this Agreement

11. Compliance with Law

You agree to comply with all applicable laws and regulations, including all Export Regulations. You represent and warrant that you are purchasing the Services for your own use only, and not for resale or export. You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto in violation of any restrictions, laws or regulations.

12. Dispute Resolution

12.1 Governing Law

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision.

12.2 Arbitration

YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

Any claim, dispute or controversy arising from or relating to this Agreement or your purchase of Services will be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules then in effect.

12.3 Class Action Waiver

You agree to arbitration on an individual basis. In any dispute, neither you nor we will be entitled to join or consolidate claims by or against other customers in court or in arbitration or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity.

13. General Provisions

13.1 Entire Agreement

This Agreement, the Order Form and any other agreements expressly incorporated by reference constitute the final and integrated agreement between you and us on the matters contained herein. This Agreement supersedes all previous written and oral agreements relating to the subject matter of this Agreement.

13.2 Assignment

This Agreement shall inure to the benefit of and shall bind the successors and assigns of you and us. You may not assign your rights to use the Services without our written consent. We may assign our rights and obligations without notice to you.

13.3 Force Majeure

We will not be liable or responsible to you for any failure or delay in our performance when and to the extent such failure or delay is caused by circumstances beyond our reasonable control, including acts of God, flood, fire, earthquake, governmental actions, war, terrorist threats or acts, riot, national emergency, epidemic, or telecommunication breakdown.

13.4 Equitable Remedies

You acknowledge and agree that a breach by you of your obligations under this Agreement would cause us irreparable harm for which monetary damages would not be an adequate remedy. In the event of such breach, we will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction.

13.5 Notices

We will send all notices to the email address we have on file for you. You must advise us of any change to your email address. All notices sent by us to you are deemed delivered and received when sent.

13.6 Relationship

The relationship between you and us is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise between you and us.

13.7 Electronic Signatures

Your signature on the Order Form or online acknowledgement indicates that you have read and agree to this Agreement. The electronic signatures, whether digital or encrypted, are intended to authenticate this Agreement and to have the same force and effect as manual signatures.

14. Contact Information

If you have any questions about this Agreement, please contact us: