Terms of Service

Version 2.4 — 15 September 2026. This version supersedes the version last updated 04 September 2023 at sphere.quilt.ai/terms-of-service.

PLEASE READ THESE TERMS OF SERVICE (these "Terms") CAREFULLY.

These Terms are a contract between you and us, Quilt AI Pte. Ltd., that governs your access to and use of the Services described in Schedule 1, which are licensed to you on a limited, non-exclusive, non-transferable and revocable basis.

01Interpretation

1.1Definitions

Analytical Data: has the meaning ascribed to it in Clause 6.5(d).

Anthropologic: the software owned by us (and our licensors) that is made available at https://anthropologic.quilt.ai, through Sphere, and through the API and MCP interfaces described in Clause 4.4.

API Key: a credential issued to you by us that authenticates programmatic access to the Services under Clause 4.4. API Keys are issued, rotated and revoked by us — see Clause 4.4(e).

Confidential Information: any information which is proprietary to the disclosing party that is not public knowledge and that is obtained from the disclosing party in the course of, or in connection with, these Terms and/or the Services. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including information that relates to the Products.

Credit-Consuming Product: a Product whose use consumes Credits. Anthropologic is a Credit-Consuming Product.

Credits: the units of entitlement that govern your use of the Credit-Consuming Products, as described in Clause 8.2.

Data: all data, images, videos, content and information (including Personal Data) owned, held, used or created by or on behalf of you that is stored using or keyed into the Services. For the avoidance of doubt, Data does not include Output, which is dealt with separately at Clause 9.2.

Data Acquisition Provider: a third party from whom we obtain publicly available content, to which we submit search terms derived from your use of the Services. Data Acquisition Providers are listed in our trust centre.

Data Processing Addendum or DPA: our data processing addendum applicable to the Services, published at quilt.ai/dpa and incorporated into these Terms by reference under Clause 6.6.

Feedback: has the meaning ascribed to it in Clause 9.3.

Fees: the applicable fees agreed between you and us in a Software Subscription Agreement or otherwise in writing, or the fees for the subscription plan you selected on the Website, as may be updated in accordance with Clause 8.7.

Force Majeure: an event that is beyond the reasonable control of a party, and without any fault or negligence, excluding:

(a)an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or

(b)a lack of funds for any reason.

Free Plan: the no-charge subscription plan described in Clause 8.5, which is a continuing plan and is distinct from a Free Trial.

Free Trial: a time-limited no-charge trial of a paid plan, offered under Clause 8.6.

Intellectual Property Rights: includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

MCP: the Model Context Protocol interface to Anthropologic described in Clause 4.4.

Model: any machine learning or artificial intelligence model, whether operated by us or by a Model Provider.

Model Provider: a third party from whom we obtain model inference in the provision of the Services. The current Model Providers are named in our trust centre and may be updated in accordance with Clause 6.7.

month: a time period starting on one day in a calendar month and ending on the day immediately preceding the numerically corresponding day in the next calendar month, except that if there is no numerically corresponding day in that next month, it shall end on the last day of that next month.

Objectionable: includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

Output: any output (including results of data analysis, insights and reports) generated through your use of the Services.

Permitted Users: you, where you are an individual, and your personnel who are authorised to access and use the Services on your behalf in accordance with Clause 4.5.

Personal Data: has the meaning given in the Personal Data Protection Act 2012 (Singapore), and where the General Data Protection Regulation (EU) 2016/679 or the UK GDPR applies to your use of the Services, has the meaning given in that regulation.

Pipeline: a discrete analytical workflow launched by you within a Product, each consuming a defined number of Credits.

Privacy Notice: our published privacy notice (including any incorporated terms) applicable to the Services, as updated from time to time.

Products: the software products listed in Schedule 1, as that Schedule is updated in accordance with Clause 3.2, together with any Tenant-Specific Application made available to you under Clause 3.2(d). Product means any one of them.

Proprietary AI: our proprietary artificial intelligence systems used to build and operate the Products.

quarter: a 3 month period starting on the Start Date and/or each subsequent 3 month period (as the context requires).

Related Services: any related or further service that we agree to provide to you under a Software Subscription Agreement.

SaaS Service: the subscription service as it relates to the Products, which enables users to generate data analysis, insights and reports. The SaaS Service is described in more detail on the Website, as the Website is updated from time to time.

Sales Tax: goods and services tax, value added tax, sales tax or equivalent tax payable under any applicable law.

Security Incident: a breach of our security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Data transmitted, stored or otherwise processed by us in providing the Services.

Services: the SaaS Service and any additional Related Service agreed between you and us under a Software Subscription Agreement.

Software Subscription Agreement: an agreement (whether titled a Software Subscription Agreement or a Master Services and License Agreement or otherwise) between you and us setting out additional terms and conditions in relation to the SaaS Service, to be read in conjunction with these Terms.

Sphere: the enterprise access portal owned by us (and our licensors), made available at https://sphere.quilt.ai and at customer-specific hosts in the form https://<customer>-sphere.quilt.ai, through which the other Products can be reached.

Start Date: the date that you set up an account.

Sub-processor: a third party engaged by us to process Personal Data contained in the Data in the provision of the Services.

Tenant: the record, held in our application database, that governs a customer's membership, entitlement and access to that customer's Data in the Services.

Tenant-Specific Application: an application made available through Sphere to a single enterprise customer under that customer's Software Subscription Agreement, and not offered generally.

Terms: these terms titled terms of service or terms of use.

Third Party Materials: has the meaning ascribed to it in Clause 9.4.

Underlying Systems: the Proprietary AI, the Products, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.

Usage Information: information generated by the operation of the Services about your and your Permitted Users' use of them — including which Pipelines were launched, by which account, at what time, from which access route, what Credits were consumed, and what system and security events resulted. Usage Information is neither Data nor Output. Where it identifies an individual it is Personal Data, and Clause 6.6 applies to it.

We, us, or our: Quilt AI Pte. Ltd.

Website: the internet site(s) at https://www.quilt.ai, https://www.quilt.ai/sphere, https://sphere.quilt.ai, https://anthropologic.quilt.ai, https://www.quiltsphere.com, and/or such other site notified to you by us (as the context requires).

Year or YEAR: a 12 month period starting on the Start Date or the anniversary of that date (as the context requires).

You or your: you, or if Clause 2.1(b) applies, both you and the other person on whose behalf you are acting.

1.2Interpretation

In these Terms:

(a)clause and other headings are for ease of reference only and do not affect the interpretation of these Terms;

(b)words in the singular include the plural and vice versa;

(c)a reference to:

(i)a "party" to these Terms includes that party's permitted assigns;

(ii)personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us;

(iii)a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;

(d)"day" or "days" means calendar days unless otherwise stated;

(e)including and similar words do not imply any limit;

(f)$ and dollars is a reference to United States Dollars (USD) currency;

(g)a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them; and

(h)any obligation these Terms impose on us in respect of the Data applies equally to the Output, and any right they give you in respect of the Data applies equally to the Output.

1.3Order of precedence

Where there is a conflict, the following order of precedence applies: (a) a Software Subscription Agreement; (b) the DPA; (c) these Terms; (d) the plan description on the Website, as to price, Credit allocation and plan entitlement only; (e) the Schedules to these Terms. Schedules 1 and 3 are indicative records of a position stated authoritatively elsewhere — Clause 3.2 for Schedule 1, and the Website for Schedule 3.

02Application of Terms

2.1 These Terms apply to your use of the Services. By setting up an account, or by using an API Key:

(a)you agree to these Terms, the DPA and the Privacy Notice; and

(b)where your access and use are on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person's behalf and that, by agreeing to these Terms on that person's behalf, that person is bound by these Terms.

2.2 If you do not agree to these Terms, you are not authorized to use the Services, and you must immediately stop doing so.

2.3 Changes to these Terms. We may change these Terms from time to time.

(a)For a change that is not material — including correction of errors, clarification, and changes required by law — we may make the change by posting the changed Terms on the Website, effective on posting.

(b)For a material change — including any change that reduces our obligations to you, expands the rights we take over the Data or the Output, or materially reduces the functionality of the Services — we will give you at least thirty (30) days' notice by email to your registered address and by posting a notice on the Website. The change takes effect at the end of that notice period.

(c)If you do not accept a material change, you may terminate these Terms by notice given before the change takes effect, in which case we will refund a pro-rata portion of any Fees you have prepaid for the period after termination. This is your sole remedy for a material change.

(d)By continuing to access and use the Services after a change takes effect, you agree to be bound by the changed Terms.

2.4 These Terms were last updated on the date shown at the top of this web page. Previous versions are available on request at support@quilt.ai.

03The Services

3.1General

We must use commercially reasonable efforts to provide the Services: (a) in accordance with these Terms and Singapore law; (b) exercising reasonable care, skill and diligence; and (c) using suitably skilled, experienced and qualified personnel.

3.2Products in scope

(a)The Products governed by these Terms are listed in Schedule 1.

(b)We may add a Product to Schedule 1 on notice by posting the updated Schedule on the Website. A Product added in this way is governed by these Terms from the date it becomes generally available to you.

(c)We may remove a Product from Schedule 1 on sixty (60) days' notice, except where removal is required by law or by the withdrawal of a third party service on which the Product depends, in which case we will give as much notice as is reasonably practicable. Clause 3.4(b) applies to the withdrawal of a third party feature.

(d)Tenant-Specific Applications. Where we make a Tenant-Specific Application available to you through Sphere under your Software Subscription Agreement, that application is a Product for the purposes of these Terms in relation to you, from the date it is made available to you. It does not appear in Schedule 1, and these Terms apply to it as supplemented by that Software Subscription Agreement, which prevails in the event of conflict under Clause 1.3. A Tenant-Specific Application made available to another customer is not a Product in relation to you and confers no rights on you.

3.3Non-exclusive

Our provision of the Services to you is not exclusive. Nothing in these Terms prevents us from providing the Services to any other person, company or entity.

3.4Availability

(a)Subject to Clause 3.4(b), we will use commercially reasonable efforts to ensure the SaaS Service is available at all times. However, it is possible that on occasion the SaaS Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We will use commercially reasonable efforts to publish on the Website advance details of any unavailability.

(b)Through the use of web services and APIs, the SaaS Service may interoperate with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make that feature available to you. Where that cessation materially reduces the functionality of a plan you pay for, Clause 2.3(c) applies as though it were a material change.

(c)We may, at our discretion, make available future updates to the Products that may not necessarily include all existing software features or all software features offered at the time of your sign-up. You agree that we may change, improve, modify, suspend or discontinue any part or feature of a Product or the SaaS Service at any time with or without notice, subject to Clause 3.2(c) and Clause 2.3(b) where the change is material.

3.5Additional Related Services

(a)We may, from time to time, make available additional services to supplement the SaaS Service.

(b)At your request and subject to you paying the applicable Fees (and any additional fee set out in a Software Subscription Agreement), we may agree to provide to you an additional Related Service in accordance with these Terms and as set out in a Software Subscription Agreement.

3.6Public pages and sample content

(a)Our public pages may display sample Output, statistics, research reports and other illustrative material generated from public data or from our own research. That material is provided for illustration only. It is not Output generated for you; you acquire no rights in it, and no warranty, representation or service commitment is attached to it.

(b)We may withdraw or change sample content at any time without notice.

04Accounts and Access

4.1Access routes

The Services are reached by the routes described in Schedule 2. Each route has its own authentication and its own entitlement model. Your rights and obligations under these Terms apply to every route by which you or your Permitted Users reach the Services.

4.2Enterprise accounts

Where your organisation holds a Tenant, access is provisioned and authorised by your organisation's administrator. Your organisation is responsible for who it admits to its Tenant, for the configuration of any identity provider it connects, and for the roles and entitlements it grants.

4.3Self-serve accounts

(a)An individual may create an account directly at https://anthropologic.quilt.ai or https://sphere.quilt.ai without belonging to an enterprise customer.

(b)When you create an account you must provide accurate and complete information, and you must verify your email address. We may withhold Credits, or access to the Services, until your email address is verified.

(c)You must not create an account by automated means, create multiple accounts to obtain more than one allocation of Free Plan Credits, or create an account using an identity you are not entitled to use. We may suspend or terminate any account created in breach of this Clause and reclaim any Credits granted to it.

(d)You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You must notify us at support@quilt.ai promptly on becoming aware of any unauthorized use of your account.

4.4Programmatic access — API and MCP

(a)We may issue you one or more API Keys authorising programmatic access to the Services over our application programming interface and over MCP.

(b)An API Key is a production credential. You must: keep it secret; store it in a secret store rather than in source code, logs, configuration files committed to version control, or communication channels; not share it with, or make it available to, any person other than a Permitted User; and request rotation from us under Clause 4.4(e) when your own security policies require a key to be rotated.

(c)You are responsible for all activity conducted with your API Keys, and all Credits consumed by that activity, whether or not you authorised the activity — except for activity occurring after you have notified us under Clause 4.4(d), for which you are not responsible.

(d)You must notify us at support@quilt.ai without undue delay on becoming aware or suspecting that an API Key has been disclosed, lost or compromised. We may revoke or rotate an API Key immediately, without notice, where we reasonably believe it has been compromised or is being used in breach of these Terms, and we will tell you when we have done so.

(e)To have a key issued, rotated or revoked, contact us at support@quilt.ai. We will act on a revocation or rotation request without undue delay, and within one (1) business day of receiving it. Where we later make a self-service interface available, you may use it instead, and we will tell you when we do.

(f)Programmatic access is subject to the rate limits and usage limits we publish or notify. We may apply, vary and enforce those limits to protect the availability and integrity of the Services.

(g)Where you use the Services through MCP or through an automated agent, you remain responsible for the instructions that agent issues and for the Data it submits, as though you had issued and submitted them yourself. The permitted-purpose obligations and prohibitions in Clause 5.1 apply in full to agent-initiated use, and the human review required by Clause 5.1(a) is not satisfied by review performed by an automated agent.

4.5Permitted Users

(a)No individual other than a Permitted User may access or use the SaaS Service.

(b)You may authorize any member of your personnel to be a Permitted User, in which case you will provide us with the Permitted User's name and other information that we reasonably require in relation to the Permitted User, or will provision the Permitted User through the administrative interfaces we make available.

(c)You must procure each Permitted User's compliance with Clause 5 and any other reasonable condition notified by us to you.

(d)A breach of these Terms by your personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of these Terms by you.

4.6Age

You must not use the Services if you are an individual under the age of eighteen (18) or if you are unable to form a binding contract with us.

05Your Obligations

5.1Permitted purpose

You and your personnel must use the Services in accordance with these Terms, applicable laws and, if applicable, any Software Subscription Agreement, solely for your own internal business purposes and for lawful purposes. Those purposes include market, consumer and cultural research; audience, category and brand analysis; strategy, innovation and product development; and marketing, communications and creative development.

You and your personnel must not use the Services:

(a)to make, or to materially inform, a fully automated decision that produces a legal or similarly significant effect for an individual, without meaningful human review;

(b)to identify, single out, profile or target an individual, or to attempt to re-identify any individual from Output;

(c)for unlawful surveillance, or to target individuals or groups on the basis of race, ethnicity, religion, sexual orientation, health status, political opinion or trade union membership in a manner that is unlawful or that would cause harm;

(d)for political micro-targeting, electoral manipulation, or the generation or dissemination of disinformation;

(e)to generate deceptive content, impersonate any individual, or misrepresent Output as anything other than machine-generated where its provenance is material; or

(f)for any other unlawful purpose.

5.2Fair usage and limits

(a)Your use of the Credit-Consuming Products is bounded by the Credits and the usage limits attached to your plan, as described in Clause 8.2 and Schedule 3, or by the limits set out in your Software Subscription Agreement. Your use of Sphere is bounded by the entitlements in your Software Subscription Agreement or plan.

(b)Where your plan or Software Subscription Agreement does not specify a limit for a given resource, we may set and enforce reasonable quotas and usage limits on any resource — including data sources, searches, pulls, Pipelines, API requests and Output — on notice.

(c)You must abide by those limits, and must not circumvent them, including by operating multiple accounts, by sharing credentials or API Keys, or by automating access in a manner designed to obtain more than your entitlement.

5.3Restrictions

You and your personnel must not:

(a)resell or make available the Services to any third party, or otherwise commercially exploit the Services, without written authorisation from us;

(b)copy, decompile, reverse engineer, disassemble, derive the source code or any underlying component of, decrypt, modify, or create derivative works of any Product or Service or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of open-source components that may be included with a Product), or create any software that functions substantially the same as a Product or the Services or any part thereof. You and your personnel further agree not to remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within a Product;

(c)directly or indirectly, create a duplicate or materially similar service, or otherwise create or compile a database, collection, repository or directory of Output or data, images, videos, content or information accessed through a Product or which includes a Product or any Services or any part or component thereof;

(d)use Output to train, fine-tune or otherwise develop any machine learning or artificial intelligence model that competes with the Services;

(e)use web scraping, web harvesting, data mining or other web/data extraction methods to extract any data from the Services and/or the Underlying Systems, other than through the API and MCP interfaces we make available and in accordance with their published limits; or

(f)attempt to do any of the prohibited acts in sub-Clauses (a) to (e) above.

5.4Access conditions

When accessing the SaaS Service, you and your personnel must:

(a)not impersonate another person or misrepresent authorisation to act on behalf of others or us;

(b)correctly identify the sender of all electronic transmissions;

(c)not undermine the security or integrity of the Underlying Systems, or avoid, bypass, tamper with or otherwise circumvent any technological, security and/or authentication measure implemented by us within the Services, or use the Services in connection with any spyware, malware, virus, trojan horse or other malicious or harmful code;

(d)not attempt to access, and not access, any Tenant, account, Data or Output other than your own;

(e)not use, or misuse, the SaaS Service in any way which may impair or interfere with the functionality of the Underlying Systems, or impair or interfere with the ability of any other user to use the SaaS Service;

(f)not view, access or copy any material or data other than that which you are authorised to access, and only to the extent necessary for you and your personnel to use the SaaS Service in accordance with these Terms;

(g)neither use the SaaS Service in a manner, nor collect, transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading;

(h)not submit prompts, inputs or instructions designed to circumvent the safety, content moderation or authorisation controls of the Services or of any Model, including by prompt injection; and

(i)not attempt to do any of the prohibited acts in sub-Clauses (a) and (c) to (h) above.

5.5Authorisations

You are solely responsible for (a) the Data; and (b) procuring all licenses, authorisations and consents required for you and your personnel to use the Services, including to use, store and input the Data into, and process and distribute the Data through, the Services.

06Data

6.1Ownership of Data

Title to, and all Intellectual Property Rights in, the Data (as between the parties), excluding any Data owned by a third party, remains your property.

6.2Licence to provide the Services

(a)You grant us a worldwide, non-exclusive, royalty-free, fully paid up licence to host, store, copy, transmit, display, reformat and otherwise process the Data to the extent necessary to:

(i)provide, maintain and support the Services to you;

(ii)generate Output at your direction;

(iii)prevent, detect and investigate fraud, abuse, security incidents and breaches of these Terms; and

(iv)comply with applicable law.

(b)The licence in Clause 6.2(a) subsists only for as long as we hold the Data, and terminates on the deletion of the Data in accordance with Clause 13.4 and our published retention periods, save to the extent a copy persists in a routine backup or is held by a Model Provider or Sub-processor under its own retention period, in which case the licence subsists over that copy for the remaining life of that period and for no other purpose. Provider retention periods are stated in our trust centre.

(c)We may engage Sub-processors to exercise this licence on our behalf, subject to Clause 6.7.

(d)We take no licence over the Data for any purpose not stated in Clause 6.2(a). In particular, and without limiting Clause 6.3, we take no licence to train any Model.

6.3No training on customer data

(a)We will not use the Data or the Output to train or fine-tune any Model that we operate.

(b)We will not permit any Model Provider or Sub-processor to use the Data or the Output to train, fine-tune, retrain, or otherwise develop or improve any model; we contract with each Model Provider on terms that prohibit it.

(c)Clause 6.3 does not restrict our rights in Usage Information or Analytical Data under Clause 6.5, save that Clause 6.5(f) prohibits the use of either to train any Model.

(d)We do not use the Data or the Output for advertising, and we do not sell the Data or the Output.

6.4Access to Data

(a)You acknowledge that we may require access to the Data to exercise our rights and perform our obligations under these Terms, and that, to the extent necessary and subject to Clause 10, we may authorize a member or members of our personnel to access the Data for that purpose.

(b)Personnel access to the Data is limited to those who need it to perform the purposes in Clause 6.2(a), and subject to authentication and authorisation controls.

(c)You must ensure that you have procured all consents and approvals that are necessary for us to access the Data as described in this Clause 6.4.

6.5Usage Information and Analytical Data

Usage Information — identified.

(a)Operating the Services necessarily generates Usage Information. We may use Usage Information in a form that identifies you or a Permitted User only to:

(i)provide, maintain, support and secure the Services, including diagnosing and resolving faults and responding to your support requests;

(ii)calculate and reconcile Credit consumption and Fees, and administer your plan, tenancy and entitlements;

(iii)monitor and manage capacity, performance, reliability and cost of the Underlying Systems;

(iv)prevent, detect and investigate fraud, abuse, security incidents and breaches of these Terms;

(v)report to you, and to your administrators, on your own use of the Services; and

(vi)comply with applicable law.

(b)We will not use identified Usage Information for any purpose outside Clause 6.5(a). In particular, we will not use it to evaluate, rate or make decisions about any individual Permitted User beyond what Clause 6.5(a) requires, and we will not disclose Usage Information that identifies you to any other customer or to any third party except a Sub-processor acting under Clause 6.7 or as Clause 10.2 permits.

(c)Usage Information that identifies you is your Confidential Information and Clause 10 applies to it.

Analytical Data — anonymised and aggregated.

(d)We may use Data and Usage Information to generate anonymised and aggregated statistical and analytical data ("Analytical Data"), and may use Analytical Data for our internal research and product development purposes, to conduct statistical analysis and identify trends and insights.

(e)Analytical Data must not contain Personal Data, must not identify you or any of your Permitted Users or end users, and must be aggregated to a degree that makes re-identification not reasonably possible. We will not attempt to re-identify any individual from Analytical Data.

(f)We will not use Usage Information or Analytical Data to train, fine-tune, retrain or otherwise develop or improve any Model.

(g)Our rights under Clause 6.5(d) will survive termination of these Terms.

(h)Title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

6.6Data protection roles

(a)To the extent the Data contains Personal Data, and in collecting, holding and processing that Personal Data through the Services, we act:

(i)as a data intermediary on your behalf for the purposes of the Personal Data Protection Act 2012 (Singapore); and

(ii)where the General Data Protection Regulation (EU) 2016/679 or the UK GDPR applies, as a processor and you as the controller.

(b)The DPA governs our processing of Personal Data contained in the Data, sets out the obligations we owe you in respect of it, and is incorporated into these Terms. Where the DPA conflicts with these Terms in respect of Personal Data, the DPA prevails. Your obligations in respect of consents, notices and the lawfulness of the processing you instruct are set out in Clause 3.4 of the DPA.

(c)By uploading any content onto, or processing such content via, the Services, you represent and warrant to us that you have, and will have, all rights that are necessary to upload, process and use such content.

6.7Sub-processors, Model Providers and transfers

(a)We publish the list of our Sub-processors and Model Providers in our trust centre.

(b)We will give at least thirty (30) days' notice before adding or replacing a Sub-processor or a Model Provider. Where the Sub-processor or Model Provider processes Personal Data contained in the Data, Clauses 6.3 and 6.4 of the DPA govern the notice and your right to object.

(c)We remain responsible for the performance of our Sub-processors' and Model Providers' obligations.

(d)Model inference on the Data may be processed outside Singapore, including in the United States and in any other jurisdiction in which a Model Provider operates. The processing locations we currently rely on for each Sub-processor and Model Provider are stated in our trust centre. Clause 12 of the DPA governs transfers of Personal Data.

6.8Public content and Data Acquisition Providers

(a)The Services analyse publicly available content. We obtain that content from Data Acquisition Providers and from interfaces that public platforms make available for that purpose, in each case by submitting search terms derived from your use of the Services and receiving content published on those platforms. We do not scrape or extract content in breach of a platform's terms of use.

(b)Search terms submitted under Clause 6.8(a) are derived from, and are not, your Data. We will not include in them any Personal Data, any information identifying you, or any of your Data passed through unmodified. Search terms are submitted under our own account and are not attributed to you.

6.9Backup

We will implement standard industry measures to back up all Data stored using the Services. You should nonetheless keep a separate back-up copy of all Data you upload onto the SaaS Service.

6.10Indemnity

You have been duly made aware that any Output generated by the Proprietary AI and the Products is used by you at your own discretion and risk on an as-is basis, and you agree that we are not to be held liable in any way for any actual or alleged resemblance between any Output and any third party materials or rights. You agree that you are solely and exclusively liable with respect to any actual or alleged claim by a third party that any Data, or any Output that you have exported, downloaded, published, distributed or otherwise relied upon, infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading, and you hereby indemnify and hold harmless us and our members, directors, officers, employees and agents from and against any and all liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising therefrom and/or in any way connected with (a) your negligence, gross negligence or intentional tortious acts or omissions; (b) your access to or use of the Services; (c) your violation of these Terms; and/or (d) your actual or alleged infringement, misappropriation, or violation of our or any third party's rights (including Intellectual Property Rights or proprietary rights).

07Security, Assurance and Incident Notification

7.1Security measures

(a)We will maintain an information security management system, and will implement and maintain appropriate technical and organisational measures designed to protect the Data against a Security Incident. Those measures include encryption of Data in transit and at rest, access control on the principle of least privilege, multi-factor authentication for personnel access, logging and monitoring, vulnerability management, and secure software development practices.

(b)A summary of the measures in force is published in our trust centre and is updated as they change. We will not materially reduce the overall level of security of the Services during your subscription term.

7.2Audit and assurance

(a)On request, and no more than once in any twelve (12) month period, we will provide you with: our then-current independent third party audit or attestation report on the Services, if one exists; a completed copy of our standard security questionnaire; and our then-current trust centre disclosures.

(b)Where the materials in Clause 7.2(a) do not reasonably answer your question, you may audit our compliance with these Terms in relation to your Data. Clause 11 of the DPA sets out the audit right, the conditions on its exercise and our remediation obligation, and applies to an audit under this Clause whether or not the Data concerned is Personal Data.

7.3Security Incident notification

(a)We will notify you of a Security Incident affecting your Data without undue delay (and within at most 72 hours) after becoming aware of it.

(b)The notification will describe, to the extent known: the nature of the Security Incident, the categories and approximate volume of Data affected, the likely consequences, and the measures taken or proposed to address it. Where we cannot provide all of that information at once, we will provide it in phases without undue delay.

(c)We will cooperate with you, and provide reasonable assistance, in your investigation of and response to a Security Incident, including any notification you are required to make to a regulator or to affected individuals.

(d)Notification of a Security Incident is not an acknowledgement of fault or liability.

7.4Trust centre

Where these Terms refer to our trust centre, that reference is to the disclosures published at trustcenter.quilt.ai. Those disclosures are provided for information and are not warranties, save where these Terms expressly incorporate them.

08Fees, Subscriptions and Credits

8.1Plans

(a)The Services are made available under the subscription plans published on the Website, or under the terms of a Software Subscription Agreement. The plan structure current at the date of these Terms is summarised in Schedule 3; the Website is authoritative as to price and entitlement.

(b)In consideration of the Services, you must pay us the Fees, and you expressly authorize us (or our third-party payment processor) to charge you those Fees. You agree to the pricing, payment and billing policies applicable to those Fees, as posted or otherwise communicated to you.

8.2Credits

(a)Credits are the unit of entitlement for the Credit-Consuming Products. Launching a Pipeline consumes a defined number of Credits, published in the product interface before the Pipeline is launched.

(b)Access to Sphere, and the tenancy, membership and administration functions it provides, are licensed under your Software Subscription Agreement or your plan. Credits are consumed only within a Credit-Consuming Product reached through Sphere or reached directly.

(c)Credits are allocated according to your plan or your Software Subscription Agreement. Unless your plan or Software Subscription Agreement says otherwise, Credits are allocated monthly and expire at the end of the month in which they are allocated.

(d)Credits have no cash value, are not a stored-value instrument, are not transferable between accounts, and are not refundable except as expressly provided in these Terms or as required by law.

(e)Credits held against an API Key are separate from Credits held against a subscription plan, and are consumed only by activity authenticated with that key.

(f)We may vary the number of Credits a Pipeline consumes, and the Credit allocation of a plan, on thirty (30) days' notice. Where the variation is material and adverse to you, Clause 2.3(c) applies as though it were a material change.

(g)A Credit balance is an access control. Any attempt to inflate a Credit balance, to spend against another account's balance, or to obtain compute without the corresponding Credit consumption, is a material breach of these Terms.

8.3Invoicing and payment

(a)By electing to set up a subscription, you acknowledge that your subscription has recurring payment features and you accept full responsibility for all recurring payment obligations prior to your cancellation of the subscription or termination of these Terms by us.

(b)On the Start Date, an auto-generated invoice for the Fees for the first month, quarter or Year (as applicable depending on your plan) will be sent to your registered email address. Thereafter, we will automatically charge you the Fees monthly, quarterly or annually (as applicable) in advance and you will receive auto-generated invoices, unless and until you cancel your subscription in accordance with Clause 13.1(b). Those Fees are automatically charged on the relevant date.

(c)If during any billing period your usage exceeds your plan, you will automatically be charged on a per unit basis as set out on our pricing page, or your access to and use of the SaaS Service will be restricted or suspended until the start of the next billing cycle. The subsequent invoice will reflect any necessary adjustment.

(d)The Fees exclude Sales Tax, which you must pay on taxable supplies under these Terms.

(e)You must pay the Fees by credit card on subscription renewal, or, where we offer you the option of paying by electronic bank transfer, within thirty (30) days of invoice, in cleared funds without any set off or deduction.

(f)You represent and warrant that you have the legal right to use the payment method(s) represented by the payment information you provided, and authorize us to provide that payment information to our third-party payment processor.

(g)All payments are non-refundable and non-transferable except as expressly provided in these Terms or as required by law. All Fees and applicable taxes are payable in United States Dollars (USD).

(h)Payment processing. Payments are processed by our third-party payment processor. Card details are entered into the processor's own hosted fields and are not stored by us. We retain your name, email address, billing address and card metadata for billing and fraud-prevention purposes, as described in the Privacy Notice.

8.4Refunds and cancellation

(a)You may cancel a subscription at any time through the product interface or by notice to us. Cancellation takes effect at the end of your then-current billing period.

(b)Except as provided in Clause 2.3(c), or as required by law, Fees already paid are non-refundable. A Fee change under Clause 8.7(b) does not give rise to a refund; it gives a right to cancel before the change takes effect.

8.5Free Plan

(a)We may make a no-charge Free Plan available, with a Credit allocation published on the Website.

(b)The Free Plan is provided as-is, with no conditions, guarantees, representations or warranties, express or implied, and we have no indemnification obligations in relation to it. To the extent liability cannot be excluded, our aggregate liability in relation to the Free Plan is limited to one hundred dollars ($100). That cap is subject to, and not in addition to, the cap in Clause 12.1.

(c)One Free Plan account is permitted per individual. Clause 4.3(c) applies.

(d)We may withdraw, suspend or vary the Free Plan at any time on thirty (30) days' notice, or immediately where we reasonably believe it is being abused.

(e)On termination of a Free Plan account, Clause 13.4(e) applies, save that the right to request a copy of Data under Clause 13.4(e)(i) does not apply. You may export your Data from the product interface at any time before termination.

8.6Free Trials

(a)We may offer a time-limited Free Trial of a paid plan, on the terms associated with that trial.

(b)Except as otherwise agreed by us in writing, Free Trials are available only to users who have not previously held a paid subscription or previously used the Services under a Free Trial.

(c)To the maximum extent permitted by law, we reserve the right, in our absolute discretion at any time without notice and with no liability, to determine if and when a Free Trial is offered and on what terms, to determine your eligibility, to withdraw or modify any terms of a Free Trial, and to terminate a Free Trial and your use of the Services during it.

(d)If you sign up for a Free Trial of a paid plan, you are agreeing to a paid subscription at the end of the trial and authorising us to charge your payment method at that time, unless you cancel before the trial ends. We will notify you by email at least seven (7) days before a Free Trial converts to a paid subscription.

(e)Clause 8.5(b) applies to a Free Trial as it applies to the Free Plan.

(f)At the end of a Free Trial you will lose access to Data stored using the Services and any customizations, unless a paid subscription is purchased or you export your Data before the trial ends. Clause 13.4(e)(i) does not apply to a Free Trial.

8.7Fee changes

(a)If we have entered into a Software Subscription Agreement with you stipulating the Fees over a period of time, that Software Subscription Agreement prevails for that period.

(b)Otherwise, we may change the Fees on at least thirty (30) days' notice to your registered email address. A change takes effect at the start of your next billing period following the notice. If you do not accept the change, you may cancel under Clause 8.4(a) before it takes effect.

8.8Overdue amounts

We may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by our primary trading bank as at the due date (or, if our primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus two percent (2%) per annum.

09Intellectual Property

9.1Our property

Subject to Clauses 6.1 and 9.2, title to, and all Intellectual Property Rights in, the Services, the Website and all Underlying Systems (including the Proprietary AI and the Products, and including any improvements, modifications, customizations and enhancements to those Intellectual Property Rights), is and remains our property (or our licensors' property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

9.2Output

(a)Title to the Output (as between the parties), excluding any Data or part thereof owned by a third party, becomes your property on the Output being generated, provided that any Fees then due from you in respect of your use of the Services have been paid. Where the Output was generated under the Free Plan, or otherwise without a Fee being payable, title passes on generation.

(b)You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display and process the Output solely for the purposes set out in Clause 6.2(a). Clauses 6.2(b) and 6.2(d) apply to the Output as they apply to the Data.

(c)A copy of deleted Output may persist in a routine backup until that backup expires in accordance with our published retention periods. To the maximum extent permitted by law, we are not liable for the failure to remove or delete a copy that persists in this way.

9.3Feedback

If you provide us with ideas, comments or suggestions relating to the Services or Underlying Systems (collectively, "Feedback"): all Intellectual Property Rights in that Feedback, and anything created as a result of it (including new material, enhancements, modifications or derivative works), are owned solely by us; and we may use or disclose the Feedback for any purpose without restriction or compensation to you. Feedback does not include the Data or the Output.

9.4Third party sites and material

You acknowledge that the SaaS Service may link, provide or need access to, or display, include or make available content, data, information, applications, links to and/or materials (collectively, "Third Party Materials") from third party websites or feeds that interoperate with or are connected or relevant to the SaaS Service, and you expressly consent to that use to the extent necessary to complete the necessary functions of the Products. Any link, access, display and/or inclusion is provided solely as a convenience to you, and does not imply our endorsement, approval or recommendation of, or responsibility for, those websites or feeds, their operators or the Third Party Materials. You acknowledge and agree that we are not responsible for examining, ensuring or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of those websites, feeds or Third Party Materials. To the maximum extent permitted by law, we exclude all responsibility and liability for them.

10Confidentiality

10.1Security

Title to, and ownership of, Confidential Information including any and all Intellectual Property Rights relating thereto shall remain with the disclosing party (or its licensors). Each party must, unless it has the prior written consent of the other party:

(a)keep confidential at all times the Confidential Information of the other party;

(b)effect and maintain adequate security measures to safeguard the other party's Confidential Information from unauthorized access or use; and

(c)disclose the other party's Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party's Confidential Information is aware of, and complies with, Clauses 10.1(a) and 10.1(b).

10.2Permitted disclosure

The obligation of confidentiality in Clause 10.1 does not apply to any disclosure or use of Confidential Information:

(a)for the purpose of performing a party's obligations, or exercising a party's rights, under these Terms or in connection with the Services;

(b)required by law (including under the rules of any stock exchange), provided that the party compelled to disclose gives the owner of the Confidential Information such notice as is lawfully permitted;

(c)which is publicly available through no fault of the recipient of the Confidential Information or its personnel;

(d)which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or

(e)by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, or as part of the due diligence by a third party who intends to invest in our business, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this Clause 10.

10.3Publicity

Despite Clauses 10.1 and 10.2, each party can use the other party's brand name for publicity purposes, subject to that party's prior written consent, not to be unreasonably withheld or delayed.

11Warranties

11.1Mutual warranties

Each party warrants that it has full power and authority to enter into and perform its obligations under these Terms.

11.2No implied warranties

To the maximum extent permitted by law:

(a)our warranties are limited to those set out in these Terms, and all other conditions, guarantees, representations or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to ten percent (10%) of the Fees paid by you. The cap in this Clause 11.2(a) is subject to and not in addition to the cap set out in Clause 12.1; and

(b)we make no warranty or representation that the Services will meet your requirements or be suitable for a particular purpose, or be secure, free of viruses or other harmful code, uninterrupted or error free.

11.3Output is machine-generated

Output is generated by machine learning models. It may be incomplete, inaccurate or unsuitable for your purpose, and identical or similar Output may be generated for other customers. You are responsible for reviewing Output before relying on or acting upon it, and Clause 5.1(a) applies. We make no warranty as to the accuracy, completeness or fitness for purpose of any Output.

11.4Purpose of acquisition

You agree and represent that you are acquiring the Services, and accepting these Terms, for the purposes of trade. The parties agree that, to the maximum extent permissible by law, any applicable consumer protection legislation does not apply to the supply of the Services or these Terms, and that it is fair and reasonable that the parties are bound by this Clause 11.4. Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, restricted or modified.

11.5Limitation of remedies

Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to supplying the Services again, and/or paying the costs of having the Services supplied again.

12Liability

12.1Maximum liability

IN ANY EVENT, OUR MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OR RELATING TO THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT IN ANY YEAR EXCEED AN AMOUNT EQUAL TO TEN PERCENT (10%) OF THE TOTAL FEES PAID BY YOU RELATING TO THE SERVICES IN THE PRECEDING YEAR (WHICH IN THE FIRST YEAR IS DEEMED TO BE THAT PERCENTAGE OF THE TOTAL FEES PAID BY YOU FROM THE START DATE TO THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY). THE CAP IN THIS CLAUSE 12.1 INCLUDES THE CAPS SET OUT IN CLAUSE 11.2(A) AND CLAUSE 8.5(B), INCLUDING CLAUSE 8.5(B) AS APPLIED TO A FREE TRIAL BY CLAUSE 8.6(E), AS APPLICABLE. IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US, OUR MAXIMUM AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

12.2Unrecoverable loss

Under no circumstances will we be liable to you under or in connection with these Terms or the Services for any: loss of profit, revenue, savings, business, use and/or goodwill; loss of, damage to, or corruption of data (including any Data); or consequential, indirect, exemplary, incidental, punitive or special damages or loss of any kind.

12.3Unlimited liability

(a)Clauses 12.1 and 12.2 do not apply to limit our liability under or in connection with these Terms for personal injury or death, or for fraud or wilful misconduct.

(b)Clause 12.2 does not apply to limit your liability to pay the Fees or any other amount payable under these Terms; for a breach of Clause 5 and/or Clause 10; under the indemnity in Clause 6.10; or for those matters stated in Clause 12.3(a).

12.4No liability for other's failure

Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.

12.5Mitigation

Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms.