Filter Labs, Inc.

Ubiquity Terms of Service and SaaS Subscription Agreement

Nov. 19, 2025

Introduction

This Terms of Service and SaaS Subscription Agreement (“Agreement”) governs the use and subscription of the Ubiquity platform (“Ubiquity” or the “Services”) provided by Filter Labs, Inc. (“Filter Labs,” “we,” “our,” or “us”) to the subscribing customer (“Customer,” “Client,” or “you”).

1. Services.

Filter Labs will provide Customer with access to Ubiquity, an AI-driven data-processing, monitoring, and insights platform. Services commence upon account activation and continue for the subscription term specified in the applicable Order Form.

2. Subscription Grant.

Filter Labs grants Customer a limited, non-exclusive, non-transferable subscription to access and use Ubiquity for internal business purposes during the Subscription Term.

3. Fees & Payment.

Customer will pay all fees described in the Order Form. Subscriptions are billed in advance. Fees are non-refundable unless expressly stated. Taxes are Customer’s responsibility.

4. Acceptable Use.

Customer agrees not to resell, misuse, reverse engineer, or circumvent any part of the Services, and to comply with all laws and third‑party data-source terms. Customer may not share login credentials with any third party. Customer may not operate the Service as its own Service Bureau for others.

5. Customer Responsibilities.

Customer is responsible for accurate data, lawful use of outputs, authorized access, and verification of AI-generated insights. If Customer is part of a pilot or beta program, Customer will maintain the confidentiality of any nonpublic features of the Services.

6. Third-Party Platforms.

Ubiquity may integrate with third-party platforms. Customer’s use of such integrations is subject to those providers’ terms. Filter Labs is not liable for third-party outages or policy changes.

7. Intellectual Property.

All ownership rights in Ubiquity belong to Filter Labs. Customer owns its own data and grants Filter Labs a license to use such data solely to operate, maintain, and improve the Services and create aggregated, de‑identified analytics. All feedback and suggestions regarding the Services provided by Customer will be deemed to be works for hire and owned exclusively by Filter Labs on receipt.

8. Warranties & Disclaimers.

The Services are provided “AS IS” except as expressly stated. AI‑generated outputs may be probabilistic and require independent verification. Automated searches and alerts may not perform accurately or in real time. Filter Labs provides no warranty respecting third-party data, news, or information. OTHER THAN AS EXPRESSLY STATED HEREIN, FILTER LABS DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR PURPOSE.

9. Limitation of Liability.

Our total liability is limited to the amounts paid by Customer in the 12 months preceding the claim. Neither party is liable for indirect or consequential damages.

10. Indemnification.

Customer must indemnify Filter Labs from claims arising out of Customer’s misuse of the Services, unlawful conduct, third‑party rights violations, or any act by Customer of gross negligence or willful misconduct. Customer is solely responsible for all harms caused by Customer’s use of any third-party copyrighted material requested by Customer.

10. Term & Termination.

This Agreement remains in effect until expiration of all subscriptions. Either party may terminate for material breach with 30 days’ notice and opportunity to cure.

12. Support.

Filter Labs will provide reasonable technical support during posted business hours.

13. Governing Law.

This Agreement is governed by Delaware law unless otherwise stated in the Order Form. Venue for disputes arising hereunder will be solely AAA arbitration in Boston, Massachusetts.

14. General.

This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification of this Agreement will be valid unless in writing and signed by both parties. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. This Agreement may be executed using any manifestation of assent, including “clickthrough” and similar means.