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COSTIF.AI TERMS OF SERVICE AND SOFTWARE LICENSE AGREEMENT

Last updated: November 27, 2025

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE. BY ACCESSING OR USING THE COSTIF.AI PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

1. ACCEPTANCE OF TERMS

By accessing, registering for, or using the Costif.ai platform, software, applications, agents, APIs, and related services (collectively, the "Service"), you ("User," "you," or "your") enter into a legally binding agreement with Costif.ai, Inc. ("Company," "we," "us," or "our"). If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. DESCRIPTION OF SERVICE

Costif.ai provides an IT asset management and cost optimization platform that includes, but is not limited to: software discovery and inventory, license management, cost analysis, AI-powered optimization recommendations, compliance monitoring, governance tools, and reporting capabilities. The Service may include software agents installed on your systems to collect relevant data.

3. LICENSE GRANT AND RESTRICTIONS

Subject to your compliance with these Terms, Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.

You expressly agree that you shall NOT:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data structures, or underlying ideas of the Service or any component thereof;
• Modify, adapt, translate, or create derivative works based on the Service;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Service;
• Use the Service to develop a competing product or service;
• Sublicense, lease, rent, loan, or otherwise transfer the Service to any third party;
• Use any automated means to access the Service except through our provided APIs;
• Attempt to gain unauthorized access to any portion of the Service or its related systems.

3.7 Audit Rights. Company may audit your use of the Service to ensure compliance with these Terms, and you agree to cooperate with any such audit, including providing access to relevant records and systems upon reasonable notice.

3.8 Acceptable Use. You shall not use the Service for illegal purposes, to transmit harmful code, or in a manner that overburdens the Service (e.g., excessive API calls). For free tier users, Company may monitor usage and suspend access for suspected abuse without notice.

4. DATA RIGHTS AND USAGE

4.1 Data Collection. You acknowledge and agree that the Service collects data from your IT infrastructure, including but not limited to: software inventory, hardware specifications, usage patterns, configuration data, licensing information, cost data, and organizational information ("User Data").

4.2 AI Training and Algorithm Improvement. You hereby grant Company an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, process, and analyze User Data (in anonymized and aggregated form) for the purpose of training artificial intelligence models, improving machine learning algorithms, enhancing the Service, developing new features, and advancing Company's technology. This license shall survive termination of this Agreement.

4.3 Commercial Data Use. You grant Company the right to use User Data for lead generation purposes, market analysis, and to share relevant data with Company's partners, affiliates, and third parties for cross-selling, marketing, and business development purposes. Company may derive insights from User Data to identify potential customers and business opportunities.

4.4 Data Ownership. While you retain ownership of your raw User Data, Company owns all derived data, analytics, insights, models, and improvements created from or based on User Data.

4.5 Privacy and Compliance. You consent to the collection, processing, and transfer of User Data in accordance with our Privacy Policy (available at https://www.costif.ai/privacy). You represent that you have obtained all necessary consents for sharing User Data with us, including from your employees or third parties. Company may store and process data in the U.S. or other countries, and you waive any objections to such transfers.

4.6 User Responsibilities for Data. You are solely responsible for the accuracy, legality, and security of User Data submitted to the Service. Company is not liable for any data breaches on your systems.

4.7 Marketing Use. You grant Company the right to use your name, logo, and anonymized success metrics in marketing materials, provided it does not disclose confidential information.

5. PRICING AND PAYMENT

5.1 Free Tier. The Service is currently offered at no charge for certain usage tiers. You acknowledge that this free offering is provided at Company's sole discretion and may be modified or discontinued at any time.

5.2 Pricing Changes. Company reserves the right to introduce fees, modify pricing, change tier limitations, or implement new billing structures at any time. Company will provide notice of material pricing changes as required by applicable law, which may be as little as thirty (30) days in advance. Your continued use of the Service after such notice constitutes acceptance of the new pricing.

5.3 Free Tier Limitations. The free tier is provided as a limited, beta-version service for evaluation purposes only. It includes basic features such as software discovery and limited reporting, but excludes premium functionalities like advanced AI optimizations, priority support, or custom integrations. Usage is subject to fair use limits (e.g., limited number of endpoints monitored), which Company may adjust at any time. Company provides no support, maintenance, or uptime guarantees for the free tier. Users acknowledge that the free tier may include experimental features and agree to provide feedback upon request. Company may require free tier users to participate in surveys or allow use of their anonymized usage data for marketing case studies.

5.4 Platinum Tier. If you subscribe to the Platinum Tier, the following additional terms apply:

(a) Payment of Savings Share. You agree to pay Company forty percent (40%) of any realized savings identified and implemented through the Service. "Realized Savings" means verifiable, actual cost reductions in your IT expenditures achieved as a direct result of recommendations provided by the Service and implemented by you.

(b) Proof of Prior Knowledge. To exclude any claimed savings from the payment obligation, you must provide written proof, satisfactory to Company, that you had prior knowledge of the potential savings before the Service identified them.

(c) Disputes Regarding Savings. Any disputes regarding Realized Savings shall be resolved through binding arbitration as set forth in Section 9.

(d) Features. Features described for the Platinum Tier serve as directional statements only. Company reserves the right to modify features at its sole discretion without liability.

(e) Invoicing and Payment. You must pay all invoices within thirty (30) days. Overdue payments shall accrue interest at 1% per month or the highest rate permitted by law.

6. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY RECOMMENDATIONS, REPORTS, OR DATA PROVIDED THROUGH THE SERVICE. You are solely responsible for decisions based on Service recommendations; Company provides no professional advice.

7. LIMITATION OF LIABILITY

7.1 No Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Liability Cap. IF, NOTWITHSTANDING THE FOREGOING, COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICE, COMPANY'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

7.3 Severability of Liability Provisions. If any jurisdiction does not allow the exclusion or limitation of certain warranties or liability, the exclusions and limitations set forth above shall apply to the fullest extent permitted by the laws of such jurisdiction. In such cases, Company's liability shall be limited to the minimum extent required by applicable law.

8. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) any data you submit to the Service.

9. GOVERNING LAW AND JURISDICTION

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law provisions.

9.2 Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service shall be resolved through binding arbitration in Dallas, Texas, under the rules of the American Arbitration Association. You waive any right to participate in class actions or representative proceedings. If arbitration is not enforceable in a particular jurisdiction, disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in Dallas County, Texas. You hereby irrevocably consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

9.3 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, YOU AND COMPANY EACH WAIVE THE RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

10. MODIFICATIONS TO TERMS

Company reserves the right to modify, amend, or update these Terms at any time in its sole discretion. Company will provide notice of material changes by posting the updated Terms on the Service or by other means as required by applicable law (which may be as little as the minimum notice period required by law in your jurisdiction). For non-material changes, Company may provide notice as little as fifteen (15) days in advance or none if permitted by law. Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the modified Terms. It is your responsibility to review these Terms periodically.

11. TERMINATION

Company may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use the Service will immediately cease. Sections 3, 4, 6, 7, 8, 9, and 12 shall survive any termination of this Agreement.

12. GENERAL PROVISIONS

12.1 Entire Agreement. These Terms constitute the entire agreement between you and Company regarding the Service and supersede all prior agreements and understandings.

12.2 Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

12.3 No Waiver. Company's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

12.4 Assignment. You may not assign or transfer these Terms or your rights hereunder without Company's prior written consent. Company may assign these Terms without restriction.

12.5 Force Majeure. Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, pandemics, cyberattacks, war, terrorism, labor disputes, or governmental actions.

12.6 Export Compliance. You agree to comply with all U.S. export laws and represent that you are not located in a prohibited country or on any restricted lists.

13. CONTACT INFORMATION

For questions about these Terms, please contact:

Costif.ai, Inc.

5473 Blair Rd, Suite 100, PMB 68779

Dallas, TX 75231

Email: legal@costif.ai