VARDERA LABS CUSTOMER TERMS

These Vardera Labs Customer Terms (these "Terms" or this "Agreement") are entered into by and between Vardera Labs Inc., a Delaware corporation ("Vardera Labs"), and the entity identified during account registration ("Customer"). By clicking "I Agree," creating an account, or accessing or using the Service, Customer accepts and agrees to be bound by these Terms. If Customer does not agree, Customer may not access or use the Service.

1. Eligibility

1.1 Business Use Only.

Customer represents and warrants that it is entering into these Terms in the course of a business, trade or profession and not as a consumer acting in a personal capacity.

1.2 Authority.

The individual accepting these Terms on behalf of Customer represents and warrants that he or she has full authority to bind Customer to these Terms.

1.3 Not Available to Individuals.

The Service is offered solely to entities acting in a business capacity. Individuals seeking to use the Service in a personal capacity must contact Vardera Labs at info@varderalabs.com to discuss separate terms.

1.4 Void Acceptance.

Any purported acceptance of these Terms by an individual acting in a personal capacity is void and confers no rights under these Terms.

1.5 Suspension for Ineligibility.

If the representation in Section 1.1 is or becomes untrue, Vardera Labs may immediately suspend or terminate Customer's access to the Service without notice or liability.

2. Definitions

"Agreement" means these Vardera Labs Customer Terms, including Exhibit A and the applicable Plan.

"Applicable Data Protection Law" means all laws, regulations and ordinances relating to privacy, data protection or the processing of Personal Data applicable to a Party's activities under this Agreement.

"Applicable Law" means all laws, regulations and ordinances applicable to a Party's activities under this Agreement.

"Approved Attribution Legend" means the attribution statement set forth in Exhibit A.

"Confidential Information" means all information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is designated as confidential, proprietary or the like, or that, given the nature of the information or circumstances surrounding its disclosure, should reasonably be treated as confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party, as demonstrated by the Receiving Party's written records; (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not bound by a confidentiality obligation to the Disclosing Party; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information. Notwithstanding the foregoing: (i) Customer Data, excluding Results, is Confidential Information of Customer; (ii) the Service and Solution (including all proprietary technology, algorithms and Models embodied therein) are Confidential Information of Vardera Labs; and (iii) Results are not Confidential Information of either Party.

"Customer Data" means all data and information which Customer inputs into the Solution or otherwise provides to Vardera Labs in connection with the Service, including Item Media, Item Data and any Personal Data contained therein.

"Customer Marks" means the trademarks, service marks, trade names and logos of Customer.

"Documentation" means any user guides, technical documentation and other materials made available by Vardera Labs describing the functionality, features and requirements of the Service.

"Fees" means the fees applicable to Customer's Plan.

"Item Data" means factual information concerning a physical collectible item, including its identity, attributes, characteristics, condition, provenance, and comparable sales and market pricing information, in each case excluding Item Media and excluding Personal Data.

"Item Media" means the photographs, videos, images and other audiovisual files of collectible items that Customer provides to Vardera Labs, together with associated technical metadata.

"Item Owner" means the owner of a physical collectible item depicted in Item Media or described by Item Data.

"Models" means Vardera Labs' machine learning models, including model weights, parameters, biases, embeddings, derived features and training datasets.

"Personal Data" means information contained within Customer Data that identifies, relates to, describes, or is reasonably capable of being associated with an identified or identifiable natural person, as defined under Applicable Law, including images of individuals incidentally captured in Item Media. Item Data is not Personal Data solely because a collectible item has an owner.

"Plan" means the service plan, tier or package selected by Customer at signup or through the portal, which sets forth the applicable Service tiers, pricing, payment terms, and other commercial terms.

"Results" means the outputs generated by the Service for Customer, including item identification, market value estimates, condition scores, grade-adjusted values, and other outputs specified in the applicable Plan, and, if and when Vardera Labs makes an authenticity assessment capability generally available and the applicable Plan expressly includes it, authenticity confidence scores.

"Service" means, collectively, the Solution and any services provided by Vardera Labs to Customer in connection therewith, as described in the applicable Plan.

"Solution" means Vardera Labs' proprietary technology, including its cloud-hosted software platform, products, processes, algorithms, user interfaces, know-how, techniques, designs, data and other tangible or intangible technical material or information, as well as any web portal and application programming interfaces (APIs) through which the Service is delivered.

"Training Purposes" means the use, retention, reproduction, modification and processing of Item Media, Item Data and Results that do not contain Personal Data to train, retrain, fine-tune, test, validate, benchmark and otherwise develop, improve and evaluate the Models and the Service. Training Purposes expressly excludes Personal Data.

"User" means an employee, contractor or other authorized personnel of Customer authorized by Customer to use the Service.

"Vardera Marks" means the trademarks, service marks, trade names and logos of Vardera Labs.

3. Provision of the Service

3.1 Service Description.

During the Term, Vardera Labs shall provide Customer with access to and use of the Service in accordance with these Terms and the applicable Plan. The Service provides visual identification, market value estimation and condition assessment for collectible items from photographs and videos submitted by Customer. Authenticity-related outputs are not included in the Service unless and until Vardera Labs makes such capability generally available and the applicable Plan expressly includes it. Results are generated primarily by automated means and may, at Vardera Labs' discretion, involve human review; the presence or absence of human review creates no additional warranty or duty of care. The Service may utilize either or both closed-source and open-source AI models and model weights and biases to generate the Results.

3.2 Grant of Rights.

Subject to the terms and conditions of this Agreement, Vardera Labs hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service (including the Results), solely for Customer's internal business purposes and as otherwise expressly permitted under Section 3.3(f), during the Term. All rights in the Service not expressly granted to Customer are reserved by Vardera Labs and its licensors. There are no implied rights.

3.3 Restrictions.

Customer shall not, and shall not permit any User or third party to:

(a) copy, modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms of the Service or any software, documentation or data related to the Service;

(b) use the Service to build a competitive product or service, or copy any feature, function or graphic of the Service for competitive purposes;

(c) use the Service in any manner that violates Applicable Law or the rights of any third party;

(d) sublicense, sell, resell, transfer, assign, distribute, rent, lease, time-share or otherwise make the Service available to any unauthorized third party;

(e) interfere with or disrupt the integrity or performance of the Service or any data contained therein;

(f) sell, resell, license, sublicense, syndicate, publish or otherwise make available the Results, or any data or database derived from the Results, to any third party as a standalone data product or data feed or on a bulk or systematic basis, or permit any non-User to access or use the Service; provided that Customer may disclose Results relating to a particular collectible item to the applicable Item Owner, to Customer's customers, and to prospective bidders, purchasers and the public in connection with the marketing, listing, offering, bidding on or sale of that item, and to third-party service providers who need to use the Results to provide services to Customer and who are subject to confidentiality obligations and use restrictions regarding the same, in each case subject to Sections 8.3 through 8.5 and Section 12.3; or

(g) use any robot, spider, scraper or other automated means to access the Service, or engage in any scraping, data-mining, harvesting, screen-scraping, data aggregating or indexing of the Service.

Customer is responsible for maintaining the confidentiality of all User passwords, login credentials and account information. Customer shall promptly notify Vardera Labs upon becoming aware of any unauthorized access to or use of the Service. Vardera Labs reserves the right to suspend access to the Service if Vardera Labs reasonably believes that Customer or any User has violated this Section 3.3. Customer is responsible for the acts and omissions of all Users as if they were the acts and omissions of Customer.

3.4 Customer Cooperation.

Customer shall provide Vardera Labs with such cooperation, access and information as is reasonably necessary for Vardera Labs to perform its obligations hereunder, including providing Customer Data in the formats and in accordance with the specifications reasonably required by Vardera Labs. Customer acknowledges that Vardera Labs' ability to perform the Service is dependent upon Customer's timely cooperation and provision of Customer Data.

4. Compliance with Laws

Each Party shall comply with all Applicable Laws in the performance of its obligations under this Agreement. Without limiting the foregoing, Customer shall be solely responsible for ensuring that its use of the Service and its provision of Customer Data to Vardera Labs complies with all Applicable Laws, including any applicable data protection, privacy, intellectual property and consumer protection laws. Vardera Labs shall comply with all Applicable Laws in its operation and provision of the Service.

5. International Use

Customer represents and warrants that its access to and use of the Service, and its delivery of Customer Data to Vardera Labs, comply with the laws of every jurisdiction from which Customer accesses the Service or from which Customer Data originates. Vardera Labs makes no representation that the Service is appropriate, lawful or available in any particular territory. Customer accesses the Service on its own initiative and at its own risk, and is solely responsible for compliance with applicable local law, including local data protection law.

6. Ownership and Intellectual Property Rights

6.1 By Vardera Labs.

As between Customer and Vardera Labs, all right, title and interest in and to the Service, the Solution, the Models, and all modifications, improvements, updates and derivative works thereof (including any modifications or improvements made using Item Media, Item Data and Results that do not contain Personal Data for Training Purposes), and all intellectual property and proprietary rights embodied therein or associated therewith, are and shall remain owned exclusively by Vardera Labs or its licensors. Nothing in this Agreement shall be construed to transfer or assign any ownership rights in the Service, the Solution or the Models to Customer. Except as expressly set forth in Section 8 (Trademarks; Publicity; Attribution), no right or license is granted hereunder to Customer under any trademarks, service marks, trade names or logos. Customer shall not remove any Vardera Labs trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the Service.

6.2 By Customer; License Grants.

As between Customer and Vardera Labs, Customer retains all right, title and interest in and to Item Media, subject to the license grants set forth in this Section 6.2. Item Data consists of factual information concerning physical objects. Neither Party asserts, and nothing in this Agreement shall be construed to create, any proprietary right in Item Data as such, and nothing in this Agreement limits either Party's use of Item Data. As between Customer and Vardera Labs, all right, title and interest in and to the Results are and shall remain owned by Customer, subject to the license grants set forth in this Section 6.2.

6.2(a) Service Delivery License. Customer hereby grants to Vardera Labs a non-exclusive, transferable, sublicensable (through multiple tiers), royalty-free license to use, reproduce, modify, transmit and distribute the Customer Data and Results solely in connection with providing the Service and delivering the Results to Customer during the Term.

6.2(b) Training License. Customer hereby grants to Vardera Labs a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free, transferable and sublicensable (through multiple tiers) license to use, retain, reproduce, modify and process Item Media, Item Data and Results that do not contain Personal Data for Training Purposes (the "Training License"). The Training License is unconditional, is not subject to opt-out, and constitutes material consideration for the Fees. The Training License does not extend to Personal Data, including Personal Data contained in Item Media or Results, and Vardera Labs shall not use Personal Data for Training Purposes. Vardera Labs may continue to use, commercialize, license and exploit any Models trained on Item Media, Item Data and Results that do not contain Personal Data pursuant to the Training License in perpetuity, including after expiration or termination of this Agreement for any reason, and Customer acknowledges that Models cannot be untrained. The Training License shall survive expiration or termination of this Agreement for any reason. Notwithstanding the foregoing, Vardera Labs shall not publish or publicly display Customer Data.

6.2(c) Cross-Customer Training. Customer acknowledges and agrees that data submitted by Customer is used to train Models that Vardera Labs makes available to all of its customers, including competitors of Customer. Customer will not receive any exclusivity, compensation or attribution in respect of Vardera Labs' use of Item Media, Item Data or Results for Training Purposes, and improvements derived from Training Purposes inure to the Service generally.

6.3 Aggregated Data.

Vardera Labs may analyze Customer Data, Results, and data and results of other customers, subject to Section 16 with respect to Personal Data, and create aggregated or anonymized statistics or data that do not identify Customer or any individual. Any aggregated or anonymized statistics or data created under this Section 6.3 shall not contain Personal Data. Vardera Labs may during and after the Term use and disclose such statistics and data, and information generated from the Models, in any manner in its discretion.

6.4 Deletion and Takedown.

Without limiting the Training License granted in Section 6.2(b), upon receipt of a bona fide takedown demand from an Item Owner or other third party asserting rights in Item Media, whether received directly or forwarded by Customer, Vardera Labs will use commercially reasonable efforts to delete the applicable Item Media from its retained corpus and exclude it from future training runs within thirty (30) days of receipt. Customer shall promptly forward to Vardera Labs any such demand it receives. Customer shall have no independent right to require deletion of Customer Data other than Personal Data pursuant to Section 16.6. Vardera Labs shall have no obligation to retrain, modify, delete or withdraw any Model already trained on such Customer Data prior to the effective date of deletion.

6.5 Copyright Management Information.

Neither party shall intentionally remove or alter copyright management information (as defined in 17 U.S.C. Section 1202) from Item Media. Incidental or technical alteration of metadata resulting from routine processing, formatting, compression or transmission of Item Media in the ordinary course of providing the Service or for Training Purposes shall not constitute a breach of this Section. Customer shall not deliver to Vardera Labs any Item Media from which copyright management information has been removed or altered.

6.6 Feedback.

If Customer or any User provides any suggestions, ideas, enhancement requests, recommendations or other feedback regarding the Service (collectively, "Feedback"), Customer hereby assigns to Vardera Labs all right, title and interest in and to such Feedback, and Vardera Labs shall be free to use, disclose, reproduce, license and otherwise exploit such Feedback in any manner, without obligation or restriction of any kind. Nothing in this Agreement shall limit or restrict Vardera Labs' right to use or develop for itself, or for others, products, services or materials that are similar to or competitive with those provided to Customer.

7. Support, Downtime and Security

7.1 Support.

Vardera Labs shall provide Customer with technical support for the Service via email during normal business hours (Monday through Friday, 9:00 AM to 6:00 PM Eastern Time, excluding U.S. federal holidays), and such other channels as Vardera Labs may make available from time to time. Vardera Labs shall use commercially reasonable efforts to respond to support requests in a timely manner.

7.2 Downtime.

Vardera Labs shall use commercially reasonable efforts to make the Service available twenty-four (24) hours per day, seven (7) days per week, except for: (a) planned downtime for maintenance, upgrades and repairs, for which Vardera Labs shall use commercially reasonable efforts to provide advance notice; and (b) unplanned downtime caused by circumstances beyond Vardera Labs' reasonable control. Vardera Labs shall use commercially reasonable efforts to minimize the frequency and duration of any downtime.

7.3 Security.

Vardera Labs shall maintain commercially reasonable administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Customer Data. Vardera Labs shall promptly notify Customer in writing upon becoming aware of any security breach that results in the unauthorized access to, disclosure of, or loss of Customer Data. Such safeguards shall be no less protective than industry standard practices for similarly situated technology companies.

8. Trademarks; Publicity; Attribution

8.1 Reference Right.

Customer grants Vardera Labs a limited, non-exclusive, non-transferable, royalty-free permission to use Customer Marks solely to identify Customer as a customer of Vardera Labs in marketing materials, its website, customer lists and investor materials, subject to Customer's written brand guidelines if provided. All goodwill arising from such use shall inure to the benefit of Customer. The foregoing permission shall not be construed to imply that Customer endorses any particular Result or the accuracy of the Service. Customer may opt out of this Section 8.1 at any time by written notice to Vardera Labs, following which Vardera Labs will remove Customer Marks from active marketing materials within a reasonable period. Notwithstanding an opt-out, Vardera Labs may continue to use Customer Marks in historical and archival materials already distributed prior to the date of opt-out.

8.2 Customer Representation.

Customer represents and warrants that it owns or has the right to license the Customer Marks and that such license does not and will not infringe, misappropriate or otherwise violate any third-party intellectual property or proprietary rights.

8.3 Attribution Restriction.

Customer shall not state, represent, imply or disclose in any consumer-facing, public, marketing, promotional or customer-facing statement that any appraisal, grade, valuation, condition assessment or authentication was obtained, derived or generated, in whole or in part, using Vardera Labs, the Service, the Solution or the Models, except: (i) using the Approved Attribution Legend set forth in Exhibit A, used verbatim and without modification; or (ii) with Vardera Labs' prior express written consent. This restriction supplements and does not limit Customer's obligations under Section 3.3(f) regarding the permitted use and disclosure of Results.

8.4 Carve-Outs from Attribution Restriction.

Neither Section 8.3 nor Section 3.3(f) shall restrict: (a) disclosures required by Applicable Law, regulation, regulator, court or governmental order; (b) user-facing notifications regarding the limitations of the Results that Customer is required to provide pursuant to Section 12.3 of this Agreement; or (c) internal, non-public use.

8.5 Accuracy of Attribution.

Any attribution permitted under Section 8.3 shall accurately describe the service tier actually used by Customer for the applicable item, and shall not represent that Vardera Labs graded, authenticated or verified an item unless Vardera Labs has made the applicable capability generally available and Customer purchased and used that specific tier for that specific item.

8.6 No Publication of Customer Data.

Vardera Labs shall not publish, display or distribute Customer Data in any marketing, publicity or promotional materials.

8.7 Press Releases and Case Studies.

Neither Party shall, except as required by Applicable Law, issue any press release, or publish any case study, with respect to this Agreement or any transactions contemplated by this Agreement, without the prior written consent of the other Party. The foregoing shall not limit the permission granted to Vardera Labs under Section 8.1.

9. Fees and Payment

9.1 Fees.

In consideration of the provision of the Service, Customer shall pay Vardera Labs the Fees applicable to Customer's Plan. Fees may be structured as per-unit charges, prepaid credits or tokens, recurring subscription fees, or any combination thereof, as set forth in the applicable Plan. Where a monthly minimum applies, each invoice or charge shall reflect the greater of (i) the aggregate per-unit Fees incurred during the applicable period, or (ii) the applicable minimum then in effect under the Plan. All Fees are nonrefundable except as expressly set forth in Sections 12.2 and 14.4, and shall be paid in United States dollars.

9.2 Taxes.

All Fees are exclusive of, and Customer shall be responsible for, all applicable sales, use, value-added, withholding, and other taxes, duties, and governmental charges (collectively, "Taxes"), other than taxes based on Vardera Labs' net income. If Customer is required by Applicable Law to withhold or deduct any Taxes from payments to Vardera Labs, Customer shall gross up such payment so that after all required withholdings and deductions Vardera Labs receives an amount equal to the amount it would have received had no such withholding or deduction been required.

9.3 Payment Method.

Customer shall pay Fees by credit card, ACH transfer, or invoice, as applicable to the Plan. Customer authorizes Vardera Labs and its payment processors to charge Customer's designated payment method for all Fees on a recurring basis in accordance with the billing frequency specified in the Plan. Customer is responsible for maintaining complete, accurate and current billing and payment information. If any charge is declined or fails, Customer remains responsible for such amounts and Vardera Labs may suspend access to the Service until payment is received.

9.4 Late Payments.

Any amount not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by Applicable Law, whichever is less, from the date such amount was due until the date paid. Customer shall reimburse Vardera Labs for all reasonable costs of collection, including reasonable attorneys' fees. In addition to any other remedies available to Vardera Labs, Vardera Labs may suspend Customer's access to the Service upon fifteen (15) days' notice if any undisputed amount remains unpaid after its due date, and such suspension shall continue until all outstanding amounts are paid in full.

10. Term; Termination

10.1 Term.

The term of this Agreement shall commence on the date Customer accepts these Terms and, unless earlier terminated as set forth herein, shall continue for the initial period specified in the applicable Plan (the "Initial Term"). At the end of the Initial Term, this Agreement shall automatically renew for subsequent terms of the same length (each a "Renewal Term", and the Initial Term and all Renewal Terms, collectively, the "Term"), unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Term. If no term is specified in the Plan, the Initial Term shall be month-to-month.

10.2 Termination for Convenience.

Customer may cancel its account and terminate this Agreement at any time through the portal or by written notice to Vardera Labs. In the event of termination by Customer, prepaid Fees are nonrefundable except as expressly provided herein. Vardera Labs may terminate Customer's account and this Agreement at any time by written notice to Customer; provided that, in the event of such termination by Vardera Labs, Vardera Labs shall refund to Customer, on a pro-rata basis, any prepaid Fees and the value of any unused prepaid credits attributable to the period following the effective date of termination. No refund shall be due under this Section 10.2 where Vardera Labs terminates or suspends Customer's access pursuant to Section 10.3 (suspension and immediate termination).

10.3 Suspension and Immediate Termination.

Vardera Labs may immediately suspend or terminate Customer's access to the Service, without prior notice, if Customer: (a) breaches Section 1.1 (eligibility); (b) breaches Section 3.3 (restrictions); (c) engages in activity that Vardera Labs reasonably determines poses a security risk to the Service or other customers; or (d) fails to pay undisputed amounts for more than thirty (30) days after written notice.

10.4 Effects of Termination; Survival.

Upon any expiration or termination of this Agreement: (a) all rights granted to Customer hereunder shall terminate (other than the rights expressly stated to survive), and Vardera Labs shall no longer provide access to the Service to Customer; (b) Customer shall cease and cause its Users to cease using the Service; (c) each Party shall promptly return or destroy any Confidential Information of the other Party in its possession, subject to Section 15.2; and (d) Vardera Labs shall not be liable to Customer, or any third party, for compensation, reimbursement, or damages in connection with Customer's use of the Service or for termination of access to the Service. Any obligations that have accrued prior to expiration or termination, including payment obligations, shall survive expiration or termination of this Agreement. In addition, the following Sections, as well as any other provisions herein which by their nature should survive, shall survive expiration or termination of this Agreement indefinitely: Sections 3.3, 4, 5, 6 (including the Training License and the deletion/no-retraining provisions), 8 (trademarks; publicity; attribution; provided that Section 8.1 shall survive only to the extent of historical and archival materials as described therein), 10.4, 11.2 (chain-of-title representations and warranties), 11.3 (records), and 12 through 17.

11. Customer Responsibilities; Chain of Title

11.1 Customer Responsibilities.

Customer is solely responsible for all Customer Data provided by Customer, including for the accuracy, integrity and quality of Customer Data. Customer shall not: (a) upload or otherwise make available to Vardera Labs any Customer Data that violates the rights of any third parties, including without limitation intellectual property or other proprietary rights of any third party; (b) upload or otherwise make available to Vardera Labs any Customer Data that Customer does not have a right to transmit and have processed through the Service due to any Applicable Law or other obligation; (c) upload or otherwise make available to Vardera Labs any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the Service or servers or networks connected to the Service; or (e) violate any Applicable Law, including but not limited to those regarding data protection, privacy, proprietary rights and publicity, marketing and advertising, consumer protection, and the export of technical data, in its use of the Service and the Results.

11.2 Chain of Title Representations and Warranties.

Customer represents and warrants to Vardera Labs that:

(a) Customer has all rights, title, consents, licenses, permissions and authority necessary to deliver the Customer Data to Vardera Labs and to grant the licenses set forth in Section 6.2, including all rights necessary to grant the Training License with respect to Item Media, Item Data and Results that do not contain Personal Data, and all rights from Item Owners and any third parties;

(b) Customer has entered into and will maintain throughout the Term terms of use, consents or agreements with Item Owners and any other applicable persons sufficient to permit Customer to grant the Training License with respect to Item Media, Item Data and Results that do not contain Personal Data, and it is Customer's sole responsibility to obtain and maintain the same;

(c) the Item Media, Item Data and Results that do not contain Personal Data are not subject to any third-party terms of use, license, contract or restriction that prohibits or restricts data mining, text and data mining, machine learning, or AI training, or that requires attribution or payment to any third party in connection with the Training Purposes;

(d) Customer Data is not obtained by scraping or other unauthorized means and is lawfully acquired;

(e) where Customer Data is transmitted through or sourced from any third-party platform, integration or intermediary, Customer has the right to do so and no such platform's terms restrict the Training Purposes; and

(f) the delivery of Customer Data to Vardera Labs and Vardera Labs' use of Item Media, Item Data and Results that do not contain Personal Data for the Training Purposes will not violate Applicable Law.

11.3 Records.

Customer will maintain records evidencing its compliance with the representations and warranties set forth in Section 11.2 throughout the Term and for a period of two (2) years thereafter.

12. Representations and Warranties; Disclaimer

12.1 General Representations and Warranties.

Each Party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full power and authority to enter into and perform its obligations under this Agreement; (c) the provisions of this Agreement constitute legal, valid and binding obligations of such Party, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and to general principles of equity; and (d) entering into and performing under this Agreement does not and will not conflict with any other agreement or obligation to which such Party is bound.

12.2 Vardera Labs Limited Warranty.

Vardera Labs warrants that it will provide the Service in a competent and workmanlike manner. Vardera Labs does not warrant that it will be able to correct all reported defects or that use of the Service will be uninterrupted or error free. Vardera Labs makes no warranty regarding features or services (including data or content that is incorporated into the Results) provided by any third parties. Vardera Labs retains the right to modify the Service and the Solution in its sole discretion; provided that doing so does not have a material adverse impact on the Service. Customer's sole remedy for Vardera Labs' breach of the warranty in this paragraph shall be that Vardera Labs shall remedy the applicable error, or if Vardera Labs is unable to do so in a timely manner, refund to Customer actual damages up to a limit of the applicable Fees paid by Customer.

12.3 Disclaimer.

EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 12.1-12.2 ABOVE, VARDERA LABS MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SERVICE AND THE RESULTS (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR (B) THAT THE SERVICE OR RESULTS WILL MEET CUSTOMER'S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR. THE RESULTS ARE GENERATED FROM DATA PROVIDED BY CUSTOMER; VARDERA LABS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE COLLECTION OF DATA, THE ACCURACY OR RELIABILITY OF THE RESULTS, OR ANY INFORMATION OR RESULTS OBTAINED FROM THE SERVICE. THE SERVICE IS AN EXPERIMENTAL TECHNOLOGY. IT MAY PROVIDE USERS WITH INACCURATE OR INAPPROPRIATE INFORMATION. INFORMATION MAY ALSO BE UNRELIABLE. CUSTOMER IS RESPONSIBLE FOR PROVIDING ADEQUATE NOTIFICATIONS TO USERS, AND TO ANY THIRD PARTY TO WHOM CUSTOMER DISCLOSES ANY RESULTS, REGARDING THE LIMITATIONS OF THE SERVICE'S RESULTS. CUSTOMER SHALL NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE SERVICE, THE SOLUTION OR THE RESULTS ON VARDERA LABS' BEHALF, AND SHALL DISCLOSE RESULTS ONLY ON THE BASIS THAT VARDERA LABS MAKES NO REPRESENTATION OR WARRANTY TO, ASSUMES NO LIABILITY OR DUTY OF CARE TO, AND ACCEPTS NO RESPONSIBILITY FOR ANY RELIANCE BY, ANY SUCH THIRD PARTY, AND THAT NO SUCH THIRD PARTY IS AN INTENDED OR THIRD-PARTY BENEFICIARY OF THIS AGREEMENT. THE PRESENCE OR ABSENCE OF HUMAN REVIEW IN THE GENERATION OF RESULTS CREATES NO ADDITIONAL WARRANTY OR DUTY OF CARE.

13. Limitations of Liability

13.1 Damages Cap.

EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, (B) A PARTY'S BREACH OF THE CONFIDENTIALITY PROVISIONS HEREIN, (C) VARDERA LABS' BREACH OF ITS DATA SECURITY OBLIGATIONS UNDER SECTION 7.3, (D) A DATA BREACH INVOLVING CUSTOMER DATA, (E) CUSTOMER'S BREACH OF THE CHAIN-OF-TITLE REPRESENTATIONS IN SECTION 11.2, (F) CUSTOMER'S BREACH OF SECTION 3.3 (RESTRICTIONS) OR SECTION 8 (TRADEMARKS; PUBLICITY; ATTRIBUTION), (G) CUSTOMER'S OBLIGATION TO PAY FEES AND OTHER AMOUNTS DUE UNDER SECTION 9, OR (H) A PARTY'S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE AND THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO VARDERA LABS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE IN THIS AGREEMENT, EXCEPT WITH RESPECT TO THE MATTERS DESCRIBED IN CLAUSES (C), (D) AND (H) ABOVE, IN NO EVENT SHALL VARDERA LABS' TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO VARDERA LABS UNDER THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE IN THIS AGREEMENT, VARDERA LABS' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE MATTERS DESCRIBED IN CLAUSES (C) AND (D) ABOVE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED TWO (2) TIMES THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO VARDERA LABS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE; PROVIDED THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO ANY MATTER DESCRIBED IN CLAUSE (H) ABOVE. FOR THE AVOIDANCE OF DOUBT, CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14.2 AND CUSTOMER'S LIABILITY FOR BREACH OF THE REPRESENTATIONS AND WARRANTIES IN SECTION 11.2 ARE NOT SUBJECT TO THE FOREGOING CAP; PROVIDED THAT CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14.2(E) SHALL BE SUBJECT TO THE CAP SET FORTH IN THIS SECTION 13.1 WITH RESPECT TO ANY CLAIM ARISING FROM RESULTS THAT CUSTOMER DISCLOSED IN COMPLIANCE WITH SECTION 12.3.

13.2 Disclaimer of Indirect Damages.

EXCEPT WITH RESPECT TO A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR THE LOSS OF PROFITS OR REVENUES ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. FOR THE AVOIDANCE OF DOUBT, AMOUNTS PAID OR PAYABLE TO A THIRD PARTY (INCLUDING SETTLEMENT AMOUNTS, DAMAGES AWARDS, FINES, PENALTIES AND REASONABLE ATTORNEYS' FEES) IN RESPECT OF A CLAIM SUBJECT TO INDEMNIFICATION UNDER SECTION 14 SHALL CONSTITUTE DIRECT DAMAGES.

14. Indemnification

14.1 Vardera Labs Indemnification.

Vardera Labs shall defend, indemnify and hold harmless Customer and its directors, officers, employees and agents ("Customer Indemnified Parties") from and against any third party claims, actions, proceedings, demands, lawsuits, damages, liabilities and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") to the extent based on any claim that the Solution infringes, misappropriates or otherwise violates (collectively, "Infringes") any third party intellectual property or proprietary right (excluding patents).

14.2 Customer Indemnification.

Customer shall defend, indemnify and hold harmless Vardera Labs and its directors, officers, employees, agents and providers ("Vardera Labs Indemnified Parties") from and against any Claims to the extent based on (a) any claim that the Item Media Infringes any third party intellectual property or proprietary right (excluding patents); (b) any breach of Customer's representations and warranties in Section 11.2 (chain of title); (c) any claim by an Item Owner or other third party relating to the delivery of Customer Data to Vardera Labs or its use for Training Purposes; (d) Customer's attribution or use of Vardera Marks in breach of this Agreement; (e) any claim by a third party to whom Customer disclosed any Results arising out of or relating to such third party's use of or reliance on the Results, including any claim relating to the marketing, listing, offering, bidding on or sale of a collectible item; provided that Customer shall have no obligation under this clause (e) to the extent such Claim arises from Vardera Labs' gross negligence or willful misconduct; or (f) any violation of Customer's obligations under Sections 11.1(a) through 11.1(c) above.

14.3 Indemnification Process.

A Party seeking indemnification (the "Indemnified Party") shall: (a) provide prompt written notice to the indemnifying Party (the "Indemnifying Party") of any Claim for which indemnification is sought; provided that failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced thereby; (b) grant the Indemnifying Party sole control of the defense and settlement of such Claim (provided that the Indemnifying Party shall not settle any Claim without the Indemnified Party's prior written consent, which shall not be unreasonably withheld, conditioned or delayed, if such settlement requires an admission of liability by the Indemnified Party or imposes obligations on the Indemnified Party beyond the payment of money); and (c) provide the Indemnifying Party, at the Indemnifying Party's expense, with all reasonable assistance, information and authority necessary to perform the Indemnifying Party's obligations under this Section 14.

14.4 Exclusions and Infringement Claims.

Vardera Labs shall have no obligation under Section 14.1 to the extent that the alleged infringement arises from: (a) use of the Solution in combination with any product, service, data or technology not provided by Vardera Labs; (b) modification of the Solution by anyone other than Vardera Labs; (c) use of the Solution after Vardera Labs has notified Customer to discontinue use; (d) use of the Solution other than in accordance with this Agreement or the Documentation; (e) Customer Data or the Results to the extent derived from Customer Data; (f) any open source or third-party component; or (g) Item Media, Item Data or Results that do not contain Personal Data, or the training of any Model on any of the foregoing. If the Solution becomes, or in Vardera Labs' reasonable opinion is likely to become, the subject of an infringement claim, Vardera Labs may, at its sole option and expense: (i) obtain for Customer the right to continue using the Solution; (ii) replace or modify the Solution so that it becomes non-infringing without material loss of functionality; or (iii) if neither (i) nor (ii) is commercially practicable, terminate this Agreement and refund to Customer any prepaid Fees for the remainder of the then-current Term.

15. Confidentiality

15.1 General Obligations.

Each Party (the "Receiving Party") acknowledges that it may receive or have access to Confidential Information of the other Party (the "Disclosing Party"). The Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care; (b) not disclose the Disclosing Party's Confidential Information to any third party except as expressly permitted herein or with the Disclosing Party's prior written consent; and (c) use the Disclosing Party's Confidential Information solely for the purposes of exercising its rights and performing its obligations under this Agreement. The Receiving Party may disclose Confidential Information to its employees, contractors and agents who have a need to know such information for the purposes of this Agreement; provided that such persons are bound by confidentiality obligations no less protective than those herein. The Receiving Party may disclose Confidential Information to the extent required by Applicable Law, regulation, court order, or governmental authority, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement (to the extent legally permitted) so that the Disclosing Party may seek a protective order or other appropriate remedy.

15.2 Return or Destruction.

Except as otherwise expressly provided in this Agreement, the Receiving Party will return to the Disclosing Party, or destroy or erase, the Disclosing Party's Confidential Information in tangible form, upon the termination or expiration of this Agreement; provided that (a) Item Media (excluding any Personal Data contained therein), Item Data and Results that do not contain Personal Data retained by Vardera Labs under the Training License or previously incorporated into the Models shall not be subject to return or destruction; (b) Receiving Party may retain a copy of Disclosing Party's Confidential Information solely for the purposes of tracking Receiving Party's rights and obligations hereunder with respect thereto; and (c) Receiving Party may retain Disclosing Party's Confidential Information solely to the extent reasonably necessary for Receiving Party to exercise rights or perform obligations under this Agreement that survive such termination or expiration.

16. Data Protection

16.1 Scope.

The obligations in this Section 16 apply solely to Personal Data contained within Customer Data, and do not apply to Item Media or Item Data that does not contain Personal Data. Customer acknowledges that the Service is directed to the analysis of physical collectible items and that Vardera Labs does not require Personal Data to provide the Service.

16.2 Roles.

Vardera Labs processes Personal Data solely as a processor / service provider on behalf of and in accordance with the documented instructions of Customer, which acts as the controller / business.

16.3 Limitations on Use.

Vardera Labs shall not: (a) sell or share Personal Data; (b) retain, use or disclose Personal Data for any purpose other than performing the Service, or outside the direct business relationship with Customer, except as permitted by Applicable Data Protection Law; (c) combine Personal Data with personal information received from or on behalf of any other person, except as permitted by Applicable Data Protection Law; or (d) use Personal Data for Training Purposes. Vardera Labs certifies that it understands and will comply with these restrictions.

16.4 Confidentiality and Security.

Vardera Labs shall ensure that personnel authorized to process Personal Data are bound by confidentiality obligations, and Vardera Labs shall maintain the security safeguards described in Section 7.3.

16.5 No Subprocessors.

Vardera Labs does not engage subprocessors to process Personal Data. If Vardera Labs proposes to engage a subprocessor to process Personal Data, it will provide Customer with prior written notice and an opportunity to object, and will impose on any such subprocessor obligations no less protective than those in this Section 16.

16.6 Deletion and Return.

On expiration or termination of this Agreement, or on Customer's written request, Vardera Labs shall delete or return Personal Data, subject to retention required by Applicable Data Protection Law and to Sections 6.4 and 15.2. For the avoidance of doubt, this Section 16.6 does not affect Item Media (excluding any Personal Data contained therein), Item Data or Results that do not contain Personal Data retained under the Training License or previously incorporated into the Models.

16.7 No Biometric Processing.

Vardera Labs does not perform facial detection, facial recognition, or biometric identification or verification, and does not generate biometric identifiers or biometric information from Item Media. Customer shall not request or instruct Vardera Labs to do so.

16.8 Customer Responsibilities.

Customer is solely responsible for providing all required notices and obtaining all required consents and authorizations under Applicable Data Protection Law in connection with the delivery of Personal Data to Vardera Labs, and shall use commercially reasonable efforts to minimize the inclusion of Personal Data in Item Media.

17. Miscellaneous

17.1 Amendment.

Vardera Labs may amend these Terms by posting revised terms on its website or portal. Amendments that are not materially adverse to Customer, or that are required by Applicable Law, shall be effective immediately upon posting. All other amendments shall be effective thirty (30) days after posting. A "Last Updated" date at the end of these Terms indicates the date of the most recent amendment. Customer's continued use of the Service after the effective date of any amendment constitutes acceptance of the amended Terms. If Customer does not agree to an amendment, Customer's sole remedy is to cease using the Service and cancel its account prior to the effective date of the amendment.

17.2 Assignment.

Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement without such consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of this Agreement. Any purported assignment in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

17.3 Entire Agreement.

This Agreement (including Exhibit A and the applicable Plan) contains the complete understanding and agreement of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, oral or written, with respect thereto. No pre-printed terms on any purchase order, invoice or similar document issued in relation to this Agreement shall have any effect on the Parties or this Agreement. In the event of any conflict between these Terms and the applicable Plan, these Terms shall control unless the conflicting provision in the Plan expressly states that it is intended to supersede a specific provision of these Terms.

17.4 Notices.

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) one (1) business day after deposit with a nationally recognized overnight courier; (c) three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid; or (d) if sent by email, at the time of transmission if sent during the recipient's normal business hours on a business day, and otherwise on the next business day, in each case provided that the sending Party does not receive an automated message or other notification indicating that the email was not delivered. Notices to Vardera Labs shall be sent to info@varderalabs.com. Notices to Customer shall be sent to the email address associated with Customer's account.

17.5 Force Majeure.

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from causes beyond such Party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes or shortages of transportation, facilities, fuel, energy, labor or materials. In the event of a force majeure event, the affected Party shall give prompt written notice to the other Party and shall use commercially reasonable efforts to mitigate the effects of such event.

17.6 Choice of Law; Dispute Resolution.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles, and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Boston, Massachusetts before a single arbitrator having not less than ten (10) years of experience in commercial technology, software licensing or intellectual property matters, administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitrator shall issue a reasoned written award and shall have no authority to award damages or other relief in excess of, or otherwise inconsistent with, the limitations, exclusions and remedies set forth in this Agreement, or to modify any provision of this Agreement. The arbitrator's decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either Party may seek emergency, preliminary or permanent injunctive or other equitable relief, and Vardera Labs may bring an action to collect unpaid Fees, in the state or federal courts located in Boston, Massachusetts, to whose exclusive jurisdiction and venue each Party irrevocably consents. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY. Neither Party may consolidate claims, join claims of other parties, or arbitrate any claim on a class or representative basis, without the other Party's prior written consent. All aspects of the arbitration proceedings, including the award, shall be treated as confidential by the Parties, except as required by Applicable Law or as disclosed to a Party's auditors, insurers, financing sources or professional advisors under a duty of confidentiality. The Parties shall share equally the arbitrator's fees and the AAA's administrative fees, and the arbitrator may award the prevailing Party its reasonable attorneys' fees and costs.

17.7 Injunctive Relief.

Each Party acknowledges that a breach of certain provisions of this Agreement (including, without limitation, the confidentiality, intellectual property and data protection provisions) may cause the non-breaching Party irreparable harm for which monetary damages would be inadequate. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive or other equitable relief without the necessity of proving actual damages or posting any bond or other security.

17.8 Relationship of the Parties.

The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment or franchise relationship between the Parties. Neither Party has the authority to bind the other Party or to incur any obligation on the other Party's behalf.

17.9 Waiver.

No failure or delay by either Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

17.10 Severability.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable while preserving the Parties' original intent.

17.11 Headings; Interpretation.

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. As used in this Agreement: (a) the word "including" means "including without limitation"; (b) references to a "Section" mean a section of this Agreement; and (c) words in the singular include the plural and vice versa.

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Last Updated: October 6, 2026

© 2026 Vardera Labs Inc. All rights reserved.

EXHIBIT A

APPROVED ATTRIBUTION LEGEND

The following is the Approved Attribution Legend for purposes of Section 8.3 of this Agreement:

"Assisted by Vardera Labs technology."