Terms of Service
This Service Agreement (“Agreement”) constitutes a legally binding agreement
made between you, whether personally or on behalf of an entity (“Customer”), andZantula, Inc. doing business as RedBrick AI and its corporate affiliates (“RedBrick AI”,“Venture Bay AI”) with a place of business at 2093 Philadelphia Pike #1940,Claymont, DE 19703 (“Company”). This Agreement includes the attached Terms andConditions and contains, among other things, warranty disclaimers, liability
limitations and use limitations. There shall be no force or effect to any differentterms of any related purchase order or similar form even if signed by the parties
after the date hereof.
1. Services and Support
1.1. Subject to the terms of this Agreement, Company will assist the Customer withonboarding and other related customer support as may be necessary for the usageof the Services. As part of the registration process, Customer will identify anadministrative user name and password for Customer’s business account.
Company reserves the right to refuse registration of, or cancel passwords it deems
inappropriate.
1.2. Subject to the terms hereof, Company will provide Customer with reasonable
technical support services in accordance with Company’s standard practice &policy.
2. Restrictions and Responsibilities
2.1. Customer will not, directly or indirectly; reverse engineer, decompile, disassemble
or otherwise attempt to discover the source code, object code or underlying
structure, ideas, know-how, or algorithms relevant to the Services or any software,
documentation, or data related to the Services or any software; modify, translate,or create derivative works based on the Services or any Software (except to theextent expressly permitted by Company or authorized within the Services); use theServices or any Software for time sharing or service bureau purposes or otherwise

for the benefit of a third party; or remove any proprietary notices or labels. With
respect to any Software that is distributed or provided to Customer for use on
Customer premises or devices, Company hereby grants Customer a non-exclusive,
non-transferable, non-sublicensable license to use such Software during the Term
only in connection with the Services.
2.2. Customer represents, covenants and warrants that Customer will use the Services
only in compliance with Company’s standard published policies then in effect (the“Policy” https://redbrickai.com/policies/privacy.pdf) and all applicable laws andregulations. [Customer hereby agrees to indemnify and hold harmless Company
against any damages, losses, liabilities, settlements, and expenses (including
without limitation costs and attorneys’ fees) in connection with any claim or actionthat arises from an alleged violation of the foregoing or otherwise from Customer’s
use of Services]. Although Company has no obligation to monitor Customer’s use ofthe Services, Company may do so and may prohibit any use of the Services it
believes may be (or alleged to be) in violation of the foregoing.
2.3. Customer shall be responsible for obtaining and maintaining any equipment andancillary services needed to connect to, access, or otherwise use the Services,
including, without limitation, modems, hardware, servers, software, operating
systems, networking, web servers and the like (collectively, “Equipment”). Customer
shall also be responsible for maintaining the security of the Equipment, Customer
account, passwords (including but not limited to administrative and userpasswords), and files, and for all uses of Customer account or the Equipment withor without Customer’s knowledge or consent.
3. Confidentiality; Proprietary Rights
3.1. Each party (the “Receiving Party”) understands that the other party (the “DisclosingParty”) has disclosed or may disclose business, technical or financial information
relating to the Disclosing Party’s business (hereinafter referred to as “ProprietaryInformation” of the Disclosing Party). Proprietary Information of Company includes
non-public information regarding features, functionality and performance of theServices. Proprietary Information of Customer includes, but not limited to,non-public data or information whether tangible or intangible, marked or
unmarked in whatever form or medium, that by its character and nature areasonable person unders like circumstances would treat as confidential provided
by Customer or its managers, employees, stakeholders, advisors, contractors oragents (collectively, “Representatives”) to Company or any of its Representatives inconnection with the Services (“Customer Data”) including without limitation, (i) all
analyses, compilations, studies, notes, copies, memoranda or other documents
prepared by or for a Party to the extent they contain or are based in whole or inpart upon such information, and (ii) any information that is not observable by thegeneral public and is obtained through observation in connection with the Purposeby a Party or any of its Representatives at any office, retail premises or other facilityof any of its Representatives. or franchise units.
For purposes of this Section, the term “Proprietary Information” shall include,
without limitation, financial data, product plans, recipes, ingredients, costs, prices,names, business or marketing plans or strategies, manufacturing processes,
production records, business opportunities, technical data, computer programs,machinery and equipment, systems, products, projects, price lists, research anddevelopment data, customer identities and technical and business materials.
The Receiving Party and its Representatives agrees (i) to take reasonableprecautions to protect such Proprietary Information no less than the degree theReceiving Party would use to protect its own Proprietary Information, and (ii) not touse (except in performance of the Services or as otherwise permitted herein) or
divulge to any third party any such Proprietary Information unless permitted bywritten consent. The Disclosing Party agrees that the foregoing shall not apply withrespect to any information that the Receiving Party can document (a) is or becomesgenerally available to the public, or (b) was in its possession or known by it prior toreceipt from the Disclosing Party, or (c) was rightfully disclosed to it without
restriction by a third party, or (d) was independently developed without use of any
Proprietary Information of the Disclosing Party or (e) is required to be disclosed bylaw, regulatory or judicial process provided that the Receiving Party agrees (i) toprovide notice of such requirement promptly to the Disclosing Party in order that it
may have as reasonable an opportunity as practicable to intercede in any
proceeding in which such disclosure is required to contest such disclosure; and (ii)to furnish only such portion of the Confidential Information as legally required tobe disclosed and to exercise reasonable efforts to obtain an order or other reliableassurance that confidential treatment will be accorded to the disclosed ConfidentialInformation.
3.2. Company shall own and retain all right, title and interest in and to (a) the Servicesand Software, all improvements, enhancements or modifications thereto, (b) any
software, applications, or other technology developed in connection with theServices or support, and (c) all intellectual property rights related to any of theforegoing. Company will not use Customer Data, or Customer Label Data to train
algorithms, unless explicitly asked by the Customer.
3.3. Company will not store, or route the raw Customer image/video data (“CustomerData”) through Company servers; unless explicitly requested by the Customer for
specific features, or through the use of the Direct Upload feature. The Customer
Data, and the labels (“Customer Label-Data”) generated during the use of Company
services will remain the property of the Customer. This Agreement shall not grantto the Company any ownership rights to Customer Data or Customer Label-Data, or
any derivatives of Customer Data and Label-Data.
3.4. Notwithstanding anything to the contrary, Company shall have the right to collectand analyze information and data for the purpose of providing the Service relating
to the provision, use, performance or operation of the Services (“ServicesMeta-data”) (but expressly excluding information concerning Customer Data, andany data derived therefrom), and Company will be free (during and after the term
hereof) to (i) use Services Meta-data to improve and enhance the Services and forother development, diagnostic and corrective purposes in connection with theServices and other Company offerings, and (ii) disclose Services Meta-data inaggregate or other de-identified form in connection with its business. No rights orlicenses are granted by Customer to any Customer Data and any meta-data anddata derived therefrom.
3.5. Notwithstanding the provisions of this section, the Company shall be bound by theprovisions of its Privacy Policy (https://redbrickai.com/policies/privacy.pdf) for theprocessing of Customer data.
4. Payment of Fees

4.1. Customer will pay Company the then applicable fees communicated over e-mail, orin the invoice for the Services and Implementation Services in accordance with theterms therein (the “Fees”). Company reserves the right to change the Fees orapplicable charges and to institute new charges and Fees at the end of the Initial
Service Term or then current renewal term, upon thirty (30) days prior notice toCustomer (which may be sent by email). If Customer believes that Company hasbilled Customer incorrectly, Customer must contact Company no later than 60 days
after the closing date on the first billing statement in which the error or problem
appeared, in order to receive an adjustment or credit. Inquiries should be directed
to Company’s customer support department (contact@redbrickai.com).
4.2. Unless otherwise agreed in writing, Company will charge a monthly subscription
for the use of the services. The purchase is subject to recurring charges andCustomer consents to Company charging the payment method on a recurringbases without requiring prior approval for each recurring charge until Customer
notifies Company in writing of cancellation. The Customer consents to the billing
policy in https://redbrickai.com/policies/billing.pdf.
4.3. Company may choose to bill through an invoice, in which case, full payment forinvoices issued in any given month must be received by Company thirty (30) days
after the mailing date of the invoice. Unpaid amounts are subject to a financecharge of 1.5% per month on any outstanding balance, or the maximum permitted
by law, whichever is lower, plus all expenses of collection and may result in
immediate termination of Service.
5. Term and Termination
5.1. Subject to earlier termination as provided below, this Agreement shall resin in fullforce and effect while Customer uses Services (collectively, the “Term”) unless either
party requests termination at with thirty (30) days prior notice to the end of thethen-current billing period.
5.2. In addition to any other remedies it may have, either party may also terminate thisAgreement with immediate effect by way of a written notice (or without notice inthe case of non-payment), if the other party materially breaches any of the terms or
conditions of this Agreement. Upon any termination, Company will make allServices Meta-Data available to Customer for electronic retrieval for a period ofthirty (30) days, but thereafter Company shall delete stored Services Meta-Data. All
sections of this Agreement which by their nature should survive termination willsurvive termination, including, without limitation, accrued rights to payment,
confidentiality obligations, warranty disclaimers, and limitations of liability.
6. Warranty and Disclaimer
6.1. Company shall use reasonable efforts consistent with prevailing industry standards
and Company policy to maintain the Services in a manner that minimizes errors
and interruptions in the Services and shall render the Services in a professionalmanner.
6.2. Services may be temporarily unavailable for scheduled maintenance or forunscheduled emergency maintenance, either by Company or by third-party
providers, or because of other causes beyond Company’s reasonable control, but
Company shall use reasonable efforts to provide advance notice in writing or bye-mail of any scheduled service disruption. However, Company does not warrant
that the services will be uninterrupted; nor does it make any warranty as to theresults that may be obtained from use of the services including but not limited tothe accuracy of the results etc.
6.3. Except as expressly set forth in this section, the services shall be provided “as is”
and the Company disclaims all warranties, express or implied, including, but notlimited to, implied warranties of merchantability and fitness for a particularpurpose and non-infringement.
7. Indemnity
7.1. Company shall hold Customer harmless from liability to third parties resulting from
infringement by the Service of any United States patent or any copyright ormisappropriation of any trade secret, provided Company is promptly notified of anyand all threats, claims and proceedings related thereto and given reasonableassistance and the opportunity to assume sole control over defense andsettlement; Company will not be responsible for any settlement it does not approvein writing. The foregoing obligations do not apply with respect to portions orcomponents of the Service (i) not supplied by Company, (ii) made in whole or in partin accordance with Customer specifications, (iii) that are modified after delivery byCompany, (iv) combined with other products, processes or materials where thealleged infringement relates to such combination, (v) where Customer continues
allegedly infringing activity after being notified thereof or after being informed ofmodifications that would have avoided the alleged infringement, or (vi) whereCustomer’s use of the Service is not strictly in accordance with this Agreement. If,
due to a claim of infringement, the Services are held by a court of competentjurisdiction to be or are believed by Company to be infringing, Company may, at its
option and expense (a) replace or modify the Service to be non-infringing provided
that such modification or replacement contains substantially similar features andfunctionality, (b) obtain for Customer a license to continue using the Service, or (c) if
neither of the foregoing is commercially practicable, terminate this Agreement andCustomer’s rights hereunder and provide Customer a refund of any prepaid,
unused fees for the Service.
7.2. The Customer shall hold the Company harmless from liability to third parties
resulting from an error in the Services, technical or otherwise, or even from use of
the Services that may lead to loss of data, corruption of data, inaccuracy of data,
delays due to interruption of use or event of data breach outside the capacity of theCompany that cannot be attributed to any fault or laches on part of the Company.
8. Limitation of Liability
8.1. Notwithstanding anything to the contrary, except for bodily injury of a person,company and its suppliers (including but not limited to all equipment andtechnologysuppliers),

officers,

affiliates,

representatives,contractors

andemployees shall not be responsible or liable with respect to any subject matter ofthis agreement or terms and conditions related thereto under any contract,
negligence, strict liability or other theory: (a) 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; (b) for any indirect, exemplary,incidental, special or consequential damages; (c) for any matter beyond company’sreasonable control; or (d) for any amounts that, together with amounts associatedwith all other claims, exceed the fees paid by customer to company for the services
under this agreement in the 12 months prior to the act that gave rise to the liability,

in each case, whether or not company has been advised of the possibility of suchdamages.
9. Miscellaneous
9.1. If any provision of this Agreement is found to be unenforceable or invalid, thatprovision will be limited or eliminated to the minimum extent necessary so that thisAgreement will otherwise remain in full force and effect and enforceable. ThisAgreement is not assignable, transferable or sublicensable by Customer except
with Company’s prior written consent. Company may transfer and assign any of its
rights and obligations under this Agreement without consent. This Agreement is thecomplete and exclusive statement of the mutual understanding of the parties andsupersedes and cancels all previous written and oral agreements, communications
and other understandings relating to the subject matter of this Agreement, andthat all waivers and modifications must be in writing signed by both parties, except
as otherwise provided herein. No agency, partnership, joint venture, oremployment is created as a result of this Agreement and Customer does not haveany authority of any kind to bind Company in any respect whatsoever. In any action
or proceeding to enforce rights under this Agreement, the prevailing party will beentitled to recover costs (including but not limited to legal costs, administrativecosts) and attorneys’ fees. All notices under this Agreement will be in writing andwill be deemed to have been duly given when received, if personally delivered;
when receipt is electronically confirmed, if transmitted by facsimile or e-mail; theday after it is sent, if sent for next day delivery by recognized overnight delivery
service; and upon receipt, if sent by certified or registered mail, return receipt
requested. This Agreement shall be governed by the laws of the state of Delaware,
United States of America without regard to its conflict of laws provisions.