Terms of Service

Effective as of July 8th, 2024. 

Terms of Service (these "Terms") are a legally binding agreement between IKHOR, Inc., a Delaware
corporation ("IKHOR" or "Company") and Customer, whether defined as an end user who is utilizing the Services
(as defined), or, the entity for which an end user is acting as a duly authorized Representative (as defined) where the
entity has obtained Services use rights for the end user pursuant to a separate agreement or by click-through
purchase on our website (an "Order Form"), in which case, these Terms bind the entity in addition to the terms and
conditions of an Order Form, and as applicable the Master Subscription Agreement ("MSA") to which the entity and
Company are signatory.

Any mention of Customer in these Terms shall either mean the end user in their personal capacity or in case their
use rights herein are obtained pursuant to an entity’s order of the Services, such entity. "Party" means IKHOR or
Customer, as applicable, and "Parties" means the foregoing collectively.

THESE TERMS CONTAIN A BINDING, INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER
PROVISION. THE PARTRIES AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL
ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT, INDIVIDUALLY OR AS PART OF A
CLASS ACTION.

1. DEFINITIONS. In these Terms:

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation,
proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative,
regulatory, or other, whether at law, in equity, or otherwise.

"Affiliate" of a Party means any other party that directly or indirectly, through one or more intermediaries, controls,
is controlled by, or is under common control with, such Party. The term "control" (including the terms "controlled
by" and "under common control with") means the direct or indirect power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

"Authorized User" means each Representative that a Customer Group Member authorizes to use the Services.

"Customer Data" means information, data, and other content, including any animation, in any form or medium, that
is collected, downloaded, or otherwise received from Customer or an Authorized User by or through the Services or
that incorporates or is derived from the processing of such information, data, or content by or through the Services.
For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the
access or use of the Services by or on behalf of Customer or any Authorized User.

"Customer Group" means Customer, its Affiliates, and its and their Authorized Users, and each “Customer Group
Member” means the applicable entity in context which is a beneficiary of Services pursuant to these Terms and the
applicable Order Form.

"Documentation" means any manuals, instructions, or other documents or materials that the IKHOR provides or
makes available to Customer in any form or medium and which describe the functionality, components, features, or
requirements of the Services, including any aspect of the operation, use, or support thereof.

"Fees" means the amounts Customer is obligated to pay IKHOR in connection with an Order Form.
"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm,
malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or
to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software,
firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security,
integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services as intended by these Terms. Harmful Code does not include any IKHOR Disabling
Device.
"IKHOR Derivative Model" means checkpoints and fine tunings, including LoRAs, which are developed through
interaction of an Authorized User with the Service .

"IKHOR Disabling Device" means any software, hardware, or other technology, device, or means (including any
back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by IKHOR or its
designee to disable Customer's or any Authorized User's access to or use of the Services automatically with the
passage of time or under the positive control of IKHOR or its designee.

"Improvements" means new features, functionality, enhancements, extensions, upgrades, error corrections and bug
fixes to the Services made generally available by IKHOR to its Customers at no additional cost.

"Intellectual Property Rights" means patents, patent applications, inventions, and discoveries (whether patentable
or unpatentable), copyrights and copyrightable works, moral rights, trademarks, service marks, trade names, domain
name rights, know-how and other trade secret rights, rights in software, databases, artificial intelligence and AI
algorithms, and all other intellectual property rights and similar forms of protection throughout the world.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment,
decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or
any arbitrator, court, or tribunal of competent jurisdiction.

"Login Credentials" means any user-name, identification number, password, license or security key, security token,
PIN, or other security code, method, technology, or device, used alone or in combination, to verify an Authorized
User’s identity and authorization to access and use the Services.

"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards,
penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing
any right to indemnification hereunder and the cost of pursuing any insurance providers.

"Output" means the animation content generated by the Services.

"Privacy Policy" means IKHOR’s Privacy Policy which sets out IKHOR’s approach to use and protection of data
obtained through the Services.

"Resultant Data" means data and information related to Customer Group Member's use of the Services that is
aggregated and anonymized, including to compile statistical and performance information related to the provision
and operation of the Services.

"Representatives" means, with respect to a Party, that Party's and in case of Customer, its Affiliates', employees,
officers, directors, consultants, agents, and independent contractors.

"Services" means the hosted software platform provided on a SaaS basis providing Customers access to IKHOR
and/or its licensors’ models which include core models, IKHOR Derivative Models, other software functionality,
and Documentation.

"Term" means collectively, the period that the MSA and the Order Form(s) are effective as set out under such
agreements.

"Third-Party Materials" means materials and information, in any form or medium, including any open-source or
other software, documents, data, content, specifications, products, equipment, or components of or relating to the
Services that are not proprietary to IKHOR, including foundational models as obtained from Third Parties.

"Third Party Terms" means our third party licensor’s terms and conditions applicable to any Customer’s use of the
licensors’ offering as incorporated into the Service.

2. SERVICES.

2.1 Access and Use . Upon a duly executed Order Form, IKHOR hereby grants Customer and each of
its Affiliates a non-exclusive, non-transferable (except in compliance with Section 11.8) right to access and use the
Services during the Term, solely for use by the applicable Customer Group in accordance with (i) the terms and
conditions set out herein, the MSA and the Order Form, and (ii) Third Party Terms (see Exhibit A). The total
number of Authorized Users in respect of any Customer Group Member shall not exceed the agreed upon number
except as expressly agreed to in writing by the Parties in the applicable Order Form and subject to any appropriate
adjustment of the Fees payable thereunder.

From time to time, Customer may request custom functionality in respect of the Services, including in respect of
custom models for Customer. All custom orders (e.g. training of LoRAs or checkpoints) shall be executed pursuant
to a written order. IKHOR currently trains LoRAs (upon a minimum of 5 business days’ advance notice) without
additional costs for Customer, but retains the right to charge Customer upon written notice in advance of execution
of any specific instance of model training. All checkpoint training for Customer by IKHOR shall be subject to
agreed upon fees and time of delivery.

2.2 Availability and Support . During the Term, IKHOR will endeavor to maximize the availability of
the Services and provide support services, provided the Customer acknowledges that IKHOR is continuously
introducing new functions and benefits which may lead to occasional technical hiccups, which shall not be
considered a contractual breach, and IKHOR will respond to a Section 3.3 support notice by Customer as
commercially reasonable. IKHOR reserves the right, in its sole discretion, to make any changes to the Services that
it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Services; (ii) the competitive
strength of or market for the Services; or (iii) the Services' cost efficiency or performance; or (b) to comply with
applicable law.

From time to time, the Services may be unavailable or degraded due to: (1) scheduled maintenance during maintenance
hours; (2) emergency maintenance that reasonably require prompt action to protect the integrity or security of
Customer Data, Confidential Information or the Services; (3) Customer’s or its Authorized Users’ actions or
inactions (including, without limitation, the import, export and processing of large data sets, or simultaneous
requests on the same data sets by multiple users); (4) Customer’s systems or equipment failure; and/or (5) Internet,
telecommunications, cloud hosting, or network outages. The foregoing shall not be a breach of the Services.

2.3 Acceptable and Restricted Use .

(a) Customer Group Members shall use the IKHOR Services exclusively for the purposes
authorized in these Terms and in compliance with all applicable laws and regulations. See the disclaimers under Section 7.3 of these Terms to understand ways in which IKHOR support is limited in respect of an end user’s usage of the Services; Customer must take full responsibility for use of the Services, including the generation of content that is in violation of any applicable laws and regulations.

(b) Any breach of these Terms, including by a Customer Group Member or any such entity’s
Representative shall be, for the purposes of these Terms, a breach by Customer also, and
liability shared subject to Section 10.4 of these Terms.

(c) Customer Group Members shall not, and shall not permit any other person to, access or
use the Services except as expressly permitted by these Terms. For purposes of clarity
and without limiting the generality of the foregoing, Customer Group Members shall not,
except as these Terms expressly permit:

i.utilize the Services for productions that have not been identified in an Order
Form;

ii.violate any of the Third Party Terms’ use-based restrictions, as further set out
under Exhibit A;

iii.share or disclose Login Credentials to anyone other than the specific Authorized
User for which the Login Credentials were generated;

iv.rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or
otherwise make available any Services to any person, including on or in
connection with the internet or any time-sharing, service bureau, software as a
service, cloud, or other technology or service;

v.reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to
derive or gain access to the source code of the Services, in whole or in part;

vi.bypass or breach any security device or protection used by the Services or
access or use the Services other than by an Authorized User through the use of
his or her own then valid Login Credentials;

vii.input, upload, transmit, or otherwise provide to or through the Services any
information or materials that are unlawful or injurious, or contain, transmit, or
activate any Harmful Code;

viii.damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or
harm in any manner the Services, in whole or in part;

ix.remove, delete, alter, or obscure any trademarks, specifications, documentation,
warranties, or disclaimers, or any copyright, trademark, patent, or other
intellectual property or proprietary rights notices from any portion of the
Services, including any copy thereof;

x.access or use the Services in any manner or for any purpose that infringes,
misappropriates, or otherwise violates any Intellectual Property Right or other
right of any third party or that violates any applicable law;

xi.access or use the Services for purposes of competitive analysis of the Services ,
the development, provision, or use of a competing service or product or any
other purpose that is to the IKHOR's detriment or commercial disadvantage; or

xii.otherwise access or use the Services beyond the scope of the authorization
granted under this Section 2.3.

(d) In respect of Outputs, Customer Group Members shall not, and shall not permit any other
Authorized User to, access or use the Services:

i.to violate the law or others’ rights (including but not limited to, intellectual
property and data privacy rights), nor promote, contribute to, encourage,
facilitate, plan, incite, or further anyone else’s violation of the law or others’
rights;

ii.to commit, promote, contribute to, facilitate, encourage, plan, incite, or further
any of the following:

a.violence, terrorism or generation of hateful content that discriminates
or threatens a protected group of people (whether based on gender,
ethnicity, sexual identity or orientation, or religion, among others). 

b.exploitation or harm to children, including the solicitation, creation,
acquisition, or dissemination of child exploitative content; or

c.encouragement or instructions related to self harm; 

iii.to promote human trafficking, exploitation, and sexual violence;

iv.to harass, abuse, threaten, stalk, or bully individuals or groups of individuals;

v.to create non-consensual nudity or illegal pornographic content;

vi.to create and disseminate extreme gore such as images involving bodily
destruction, mutilation, torture or animal abuse;

vii.to discriminate in the provision of employment, employment benefits, credit,
housing, other economic benefits, or other essential goods and services on the
basis of race, color, caste, religion, sex (including pregnancy, sexual orientation,
or gender identity), national origin, age, disability, or genetic information
(including family medical history) except as may be required by applicable law
(such as the provision of social security benefits solely to people who meet
certain age requirements under the law);

viii.to create malicious code, malware, computer viruses or any activity that could
disable, overburden, interfere with or impair the proper working, integrity,
operation or appearance of a website or computer system;

ix.for purposes of or for the performance of:

a.fully automated decision-making, including profiling, with respect to
an individual or group of individuals which produces legal effects
concerning such individual(s) or similarly significantly affects such
individual(s);

b.systematic or automated scraping, mining, extraction, or harvesting of
personally identifiable data, or similar activity, from the output of any
part of the Services except with respect to data that end users have provided
as input to the Services and which end users are legally entitled to process,
for so long as end users retain such entitlement;

c.development, improvement, or manufacture of any weapons of mass
destruction (such as nuclear, chemical, or biological weapons),
weapons of war (such as missiles or landmines), or any gain of
function-related activities with respect to any pathogens;

d.mission critical applications or systems where best industry practices
require fail-safe controls or performance, including operation of nuclear
facilities, aircraft navigation, electrical grids, communication systems,
water treatment facilities, air traffic control, life support, weapons
systems, or emergency locator or other emergency services;

x.to intentionally deceive or mislead others, including the use of the Services
related to the following:

a.generating, promoting, or furthering fraud or the creation or promotion
of disinformation;

b.generating, promoting, or furthering defamatory content, including the
creation of defamatory statements, images, or other content;

c.generating, promoting, or further distributing spam;
d.impersonating another individual without consent, authorization, or
legal right

e.representing or misleading people into believing that the use of the
Services or outputs are human-generated;

f.generating or facilitating false online engagement, including fake
reviews and other means of fake online engagement;

g.generating or facilitating large-scale disinformation campaigns; or

h.generating political advertisements, propaganda, or influence
campaigns;

xi.in a manner that fails to appropriately disclose to end users any known dangers
of applicable AI system or misrepresent or mislead with respect to its abilities.

2.4 Usage Limits . Use of the Services may be subject to usage limits as set out in a guidance
document or Order Form provided by IKHOR.

2.5 Suspension . IKHOR may, directly or indirectly, and by use of an IKHOR Disabling Device or any
other lawful means, suspend, terminate, or otherwise deny Customer's or any Authorized User's access to or
use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) IKHOR
receives a judicial or other governmental demand or order, subpoena, or law enforcement request that
expressly or by reasonable implication requires IKHOR to do so; or (b) IKHOR believes, in its discretion, that:
(i) Customer or any Authorized User has failed to comply with any material term of these Terms, or accessed
or used the Services beyond the scope of the rights granted or for a purpose not authorized under these Terms
or in any manner that does not comply with any material instruction or requirement of the Specifications; (ii)
Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or
unlawful activities relating to or in connection with any of the Services; or (iii) these Terms expire or is
terminated. This Section 2.5 does not limit any of IKHOR's other rights or remedies, whether at law, in equity,
or under these Terms.

2.6 Subcontractors . Nothing herein shall prohibit IKHOR from engaging third parties to perform part
of the Services (each, a "Subcontractor").

3. CUSTOMER RESPONSIBILITIES.

3.1 Customer Controls . Customer has exclusive control and responsibility for determining what
Customer Data is submitted on Customer Group’s behalf into the Service. The Customer Group is responsible
for the legality of the Customer Data, and compliance of Authorized Users with the terms and conditions of
these Terms and all applicable Third Party Terms.

3.2 Login Credentials . Customer shall promptly notify IKHOR of any known or suspected
unauthorized use of any Login Credentials. Any Authorized User who suspects their Login Credential is
compromised or may have a good chance to become compromised (including through a phishing or other cyber threat) shall promptly change their password and notify IKHOR. New unique Login Credentials will be
generated by IKHOR and provided to Authorized Users upon email notice to IKHOR at support@ikhor.ai.

3.3 Communication Regarding Downtime . Customer shall email IKHOR at support@ikhor.ai with the
subject "Downtime Notice", such notice to include the date, time, duration, and a reasonably detailed
description of the relevant circumstances surrounding any notable downtime of the Services.

3.4 Audit Rights . Customer shall grant IKHOR the right, no more than once per year unless there is a
clear evidence of breach of these Terms in which case as reasonably needed, to audit Customer’s use of the
Services to ensure that the Services are only utilized to the extent authorized pursuant to an Order Form.

4. FEES AND PAYMENT.

4.1 Fees . Customer shall pay IKHOR the amounts set out under the applicable Order Form for the
Term.

4.2 Taxes . All Fees and other amounts payable by Customer are exclusive of taxes and similar
assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and
any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or
regulatory authority on any amounts payable by Customer to IKHOR, other than any taxes imposed on
IKHOR's income.

4.3 Payment . Customer shall pay all Fees within 30 days after the date of receipt of IKHOR’s invoice
by ACH or wire to the account specified by IKHOR in writing.

4.4 Late Payment . If Customer fails to make any payment when due then, in addition to all other
remedies that may be available, IKHOR may charge interest on the past due amount at the rate of 1.5% per
month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law,
and Customer shall reimburse IKHOR for all reasonable costs incurred by IKHOR in collecting any late
payments or interest, including attorneys' fees, court costs, and collection agency fees, and if such failure
continues for 60 days following written notice thereof, IKHOR may suspend performance of the Services until
all past due amounts and interest thereon have been paid, without incurring any obligation or liability to
Customer or any other person by reason of such suspension.

4.5 No Deductions or Setoffs . All amounts payable to IKHOR by Customer shall be paid in full
without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

4.6 Additional Fees . The Parties may broaden the scope of Services. In the event of such expansion of
scope of Services, the Parties shall issue a new Order Form or amend an Order Form pursuant to Section 11.3
herein and set out the additional scope of Services and the applicable Fees payable by Customer.

5. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP.

5.1 Customer Data . As between the Customer Group and IKHOR, each Customer Group Member
owns and will continue to own all rights, title, and interest, including all Intellectual Property Rights, in and to its
applicable Customer Data, and nothing set out under these Terms shall in any way transfer any right in a Customer
Data to any other entity.

5.2 Consent to Use Customer Data. Each Customer Group Member that receives Services under these
Terms hereby grants IKHOR during the Term a non-exclusive, non-sublicensable (except for the purposes of
provision of the Services), royalty-free, license to use, copy, store, transmit, modify, process, and create derivative
works of, and display its Customer Data solely to the extent necessary to provide the Output, train and generate
IKHOR Derivative Models, and provide the associated Services under these Terms.

5.3 IKHOR Services . As between Customer Group and IKHOR, Customer Group owns the Outputs, and IKHOR owns, and reserves all rights, title, and interest, including all Intellectual Property Rights, in and to (i) the Services, (ii) any Resultant Data, and (iii) any Derivatives Models generated.

5.4 Feedback . Each Customer Group Member hereby grants IKHOR a royalty-free, worldwide,
transferable, sub-licensable, irrevocable, and perpetual license to any feedback, comments, ideas, and suggestions
for improvement as provided by a Customer Group Member and any of their Representatives (collectively,
"Feedback"). To the extent that such Feedback relates in any way to IKHOR’s Confidential Information (as
defined), such Feedback is exclusive to IKHOR and shall be IKHOR Confidential Information. IKHOR may,
without any obligation, incorporate, use, commercialize and distribute in any manner, including, without limitation,
as part of the Services such Feedback without any attribution, payment or other obligation to Customer or its
Affiliates.

5.5 Use of Aggregate Information . Notwithstanding anything to the contrary, IKHOR shall have the
right to collect and analyze Customer Data and other information relating to the provision, use and performance of
various aspects of the Services (in whole or in part) and related systems and technologies, and IKHOR will be free
(during and after the term hereof) to (i) use such data to improve and enhance the Services (in whole or in part) and
for other development, diagnostic and corrective purposes in connection with the Services (in whole or in part), and
(ii) utilize any such data in an aggregated or other de-identified form for any legal purpose in conformance with the
Privacy Policy.

6. CONFIDENTIALITY.

6.1 Confidential Information . In connection with provision of the Services, each Party (as the
"Disclosing Party") may disclose or make available Confidential Information to the other Party (as the "Receiving
Party"). Subject to Section 6.2, "Confidential Information" means information in any form or medium (whether
oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including
information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business
operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has
contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise
identified as "confidential".

6.2 Exclusions . Confidential Information does not include information that the Receiving Party can
demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without
restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party
in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving
Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving
Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the
time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate
by written or other documentary records was or is independently developed by the Receiving Party without
reference to or use of any Confidential Information.

6.3 Protection of Confidential Information . As a condition to being provided with any disclosure of or
access to Confidential Information, the Receiving Party shall:

(a) not access or use Confidential Information other than as necessary to exercise its rights or
perform its obligations under and in accordance with this Agreement;

(b) except as may be permitted by and subject to its compliance with Section 6.4, not
disclose or permit access to Confidential Information other than to its Representatives
who: (i) need to know such Confidential Information for purposes of the Receiving
Party's exercise of its rights or performance of its obligations under and in accordance
with this Agreement; (ii) have been informed of the confidential nature of the
Confidential Information and the Receiving Party's obligations under this Section 6.3;
and (iii) are bound by confidentiality and restricted use obligations at least as protective
of the Confidential Information as the terms set forth in this Section 6;

(c) safeguard the Confidential Information from unauthorized use, access, or disclosure using
at least the degree of care it uses to protect its sensitive information and in no event less
than a reasonable degree of care; and

(d) promptly notify the Disclosing Party of any unauthorized use or disclosure of
Confidential Information and take all reasonable steps to prevent further unauthorized use
or disclosure; and

(e) ensure its Representatives' compliance with, and be responsible and liable for any of its
Representatives' non-compliance with, the terms of this Section 6.

Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations
under this 6 with respect to any Confidential Information that constitutes a trade secret under any
applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify
for trade secret protection under one or more such applicable laws other than as a result of any act or
omission of the Receiving Party or any of its Representatives.

6.4 Compelled Disclosures . If the Receiving Party or any of its Representatives is compelled by
applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the
Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such
requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under 6.3;
and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in
opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party
waives compliance or, after providing the notice and assistance required under this 6.4, the Receiving Party remains
required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the
Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally
required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain
assurances from the applicable court or other presiding authority that such Confidential Information will be afforded
confidential treatment.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

7.1 Representations and Warranties . Each Party represents and warrants that:

(a) it is duly organized, validly existing, and in good standing as a corporation or other entity
under the laws of the jurisdiction of its incorporation or other organization;

(b) it has the full right, power, and authority to enter into and perform its obligations and
grant the rights, licenses, consents, and authorizations it grants or is required to grant
under these Terms, including in respect of its Affiliates as contemplated hereunder;

(c) the execution of an Order Form and/or MSA by its representative whose signature is set
forth at the end of such documents has been duly authorized by all necessary corporate or
organizational action of such party; and

(d) when executed and delivered by both Parties, the foregoing documents under subsection

(c), as well these Terms, will constitute the legal, valid, and binding obligation of such
Party, enforceable against such Party in accordance with its terms.

7.2 Additional Customer Representations, Warranties, and Covenants . Each Customer Group Member
represents, warrants, and covenants to IKHOR that (i) it owns or otherwise has all rights, power and authority that are necessary to utilize Customer Data, (ii) it has requisite authority and consents to share the applicable Customer
Data with IKHOR for the purposes set out herein, (iii) neither the Customer Data, nor the use, storage or provision
of the Customer Data on or through the Services, will infringe, misappropriate or violate any third-parties’
Intellectual Property Rights, the Third Party Terms, or rights of publicity, privacy or confidentiality, and (iv) its use
and provision of the Customer Data will not breach any agreement between it and a third party or violate any
applicable laws, regulations, orders or rules.

7.3 Disclaimer .
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE
PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND
IKHOR DOES NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND
WHATSOEVER IN CONNECTION WITH THE SERVICES.

WITHOUT LIMITING THE FOREGOING, IKHOR DISCLAIMS ANY REQUIREMENT OR
WARRANTY THAT THE SERVICES WILL BE ERROR FREE, THAT ALL ERRORS WILL BE
CORRECTED, OR THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED.

IKHOR FURTHER DISCLAIMS ANY AND ALL IMPLIED WARRANTIES WITH RESPECT TO
THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, NON-INFRINGEMENT OR AGAINST HIDDEN DEFECTS, TO THE
FULLEST EXTENT PERMITTED BY LAW.

THE PARTIES ACKNOWLEDGE THAT THE SERVICES UTILIZE THIRD-PARTY MATERIALS
WHICH ARE NOT WARRANTED IN ANY MANNER BY SUCH THIRD PARTIES AND WHERE THE
DEVELOPMENT OF THE THIRD-PARTY MATERIALS MAY HAVE INFRINGED RIGHTS OF
PARTIES, OR MAY HAVE UTILIZED MATERIALS SUBJECT TO COPYRIGHT WITHOUT EXPRESS
CONSENT BY THE COPYRIGHT HOLDERS IN JURISDICTIONS WHERE SUCH CONSENT
REQUIREMENTS WERE REQUIRED. IKHOR DISCLAIMS THAT ANY THIRD PARTY MATERIAL
SHALL BE IN COMPLIANCE WITH LAWS. IKHOR ENCOURAGES ITS CUSTOMERS TO ENSURE THAT OUTPUT GENERATED BY THE SERVICES ARE IN FACT NOT SUBJECT TO THIRD PARTY COPYRIGHT RIGHTS AS MODELS ARE CAPABLE OF GENERATING SUCH CONTENT.

THE PARTIES FURTHER ACKNOWLEDGE THAT AREAS OF LAW WHICH APPLY TO THE
SERVICES ARE EVOLVING RAPIDLY IN VARIOUS JURISDICTIONS. IKHOR’S COMPLIANCE
WITH LAWS IN ONE JURISDICTION MAY NOT NECESSARILY RESULT IN COMPLIANCE IN ALL
JURISDICTIONS.

IKHOR FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF
DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR
WRITTEN, OBTAINED FROM IKHOR OR ITS EMPLOYEES OR CONTRACTORS WILL CREATE
ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

IKHOR DOES NOT MONITOR OR POLICE DOCUMENTS, CUSTOMER DATA, AND OTHER
INFORMATION ENTERED INTO THE SERVICES, AND IKHOR IS NOT RESPONSIBLE FOR THE
CONTENT THEREIN OR OUTPUT THEREFROM.

THE SERVICES ARE CAPABLE OF GENERATING SOME CONTENT THAT IS INAPPROPRIATE, OFFENSIVE, ILLEGAL IN CERTAIN JURISDICTIONS, SUGGESTIVE, PORNOGRAPHIC, LISCIVIOUS, VIOLENT, GRAPHIC, OR RELATED TO FETISHES AND /OR NOT SUITABLE FOR CHILDREN. IKHOR DOES NOT CONDONE OR IN ANY WAY ENCOURAGE SUCH CONTENT CREATION, PROVIDED IKHOR DOES NOT MONITOR THE CREATION OF SUCH OR ANY CONTENT SPECIFICALLY FOR UNACCEPTABILITY AND CUSTOMER ACKNOWLEDGE THAT ALL CONTENT OUTPUT BY SERVICES DUE TO CUSTOMER’S USE IS CUSTOMER’S TO MANAGE, AND AS APPROPRIATE, DELETE, QUARANTINE AND PREVENT FROM FURTHER DISTRIBUTION AND DISSEMINATION.

8. TERM AND TERMINATION.

8.1 Term . These Terms commence on the Effective Date of the Order Form or the MSA in case an
Order Form is entered into under the MSA. Unless earlier terminated pursuant to the terms of these Terms, these
Terms will be coterminous with the Order Form, or the MSA, if one is applicable.

8.2 Termination for Cause .

(a) In the event of material breach of its terms and conditions where such breach is either
uncurable or if curable, is not cured within 30 days of written notice of breach by the
other Party, either Party may terminate these Terms or a Group Member may terminate
its receipt of Services. Termination of these Terms shall automatically terminate the
applicable Order Forms and MSA.

(b) Either Party may terminate these Terms, effective immediately upon written notice to the
other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails
to pay, its debts as they become due; (ii) files, or has filed against it, a petition for
voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or
involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency
Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or
(iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed
by order of any court of competent jurisdiction to take charge of or sell any material
portion of its property or business.

8.3 Effect of Expiration or Termination . Upon expiration of the Term or termination of these Terms,
(a) Customer Group Member shall no longer access or use the Services, and (b) each Party will return to the other or
destroy the other’s Confidential Information (except for back-ups made in the ordinary course of business and which
are thereafter deleted according to that Parties’ back-up deletion schedule).

8.4 Survival . Notwithstanding the termination or expiration of these Terms, any provisions of these
Terms that by their nature should survive termination or expiration will continue in full force and effect subsequent
to and notwithstanding such termination or expiration until they are satisfied or by their nature expire. This includes,
but is not limited to, this Section 8.4, Sections 1, 5, 6, 9, 10, and 11 of these Terms and any other obligations that
may reasonably be expected to be performed or observed after such termination or expiration.

9. INDEMNIFICATION.

9.1 IKHOR Indemnification . IKHOR shall indemnify, defend, and hold harmless applicable Customer
Group Member and its officers, directors, employees, agents, successors, and assigns (each, a "Customer
Indemnitee") from and against any and all Losses incurred by Customer Indemnitee resulting from any Action
by a third party (other than an Affiliate of a Customer Indemnitee) that Customer's or an Authorized User's use
of the Services (excluding Customer Data and Third-Party Materials) in accordance with these Terms
(including the Specifications) infringes or misappropriates such third party's Intellectual Property Rights. The
foregoing obligation does not apply to the extent that the alleged infringement arises from:

(a) Third-Party Materials or Customer Data, including IKHOR Derivative Models trained on
the foregoing;

(b) IKHOR Derivative Models trained on Outputs;

(c) access to or use of the Services in combination with any content, hardware, system,
software, network, or other materials or service not provided by IKHOR or specified for Customer's use
in the Documentation;

(d) modification of the Services other than: (i) by or on behalf of IKHOR; or (ii) with
IKHOR's written approval in accordance with IKHOR's written specification;

(e) failure to timely implement any modifications, upgrades, replacements, or enhancements
made available to Customer by or on behalf of IKHOR; or

(f) act, omission, or other matter described in Sections 9.2(a), 9.2(b), 9.2(c), or 9.2(d),
whether or not the same results in any Action against or Losses by any IKHOR Indemnitee.

9.2 Customer Indemnification . Customer shall indemnify, defend, and hold harmless IKHOR and its
Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents,
successors, and assigns (each, a "IKHOR Indemnitee") from and against any and all Losses incurred by such
IKHOR Indemnitee resulting from any Action by a third party (other than an Affiliate of a IKHOR Indemnitee)
to the extent that such Losses arise out of or result from, or are alleged to arise out of or result from:

(a) Customer Data, including any Processing of Customer Data by or on behalf of IKHOR in
accordance with these Terms;

(b) breach of Third Party Terms;

(c) any other materials or information (including any documents, data, specifications,
software, content, or technology) provided by or on behalf of Customer or any Authorized User,
including IKHOR's compliance with any specifications or directions provided by or on behalf of
Customer or any Authorized User to the extent prepared without any contribution by IKHOR;

(d) allegation of facts that, if true, would constitute Customer's breach of any of its
representations, warranties, covenants, or obligations under these Terms; or

(e) Outputs that are in violation of applicable laws and generated due to Customer actions; or

(e) negligence, or more culpable act or omission (including recklessness or willful
misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any
Authorized User, in connection with these Terms.

9.3 Indemnification Procedure . Each Party shall promptly notify the other party in writing of any
Action for which such party believes it is entitled to be indemnified pursuant to Section 9.1or Section 9.2, as
the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party
(the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of
the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost
and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with
counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that
adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not
be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such
Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling
such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the
Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 9.3
will not relieve the Indemnitor of its obligations under this Section 9, except to the extent that the Indemnitor
can demonstrate that it has been materially prejudiced as a result of such failure.

9.4 Mitigation . If any of the Services are, or in IKHOR's opinion are likely to be, claimed to infringe,
misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer's or any
Authorized User's use of the Services is enjoined or threatened to be enjoined, IKHOR may, at its option and
sole cost and expense:

(a) obtain the right for Customer to continue to use the Services materially as contemplated
by these Terms;

(b) modify or replace the Services, in whole or in part, to seek to make the Services (as so
modified or replaced) non-infringing, while providing materially equivalent features and functionality,
in which case such modifications or replacements will constitute Services, as applicable, under these
Terms; or

(c) by written notice to Customer, terminate these Terms with respect to all or part of the
Services, and require Customer to immediately cease any use of the Services or any specified part or
feature thereof, provided subject to Customer's compliance with its post-termination obligations set forth in Section 8.3 (Effect of Termination or Expiration) Customer will be entitled to a refund of pre-
paid fees for the remaining Term.

9.5 Sole Remedy . THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND
IKHOR'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED
CLAIMS THAT THE SERVICES OR ANY SUBJECT MATTER OF THESE TERMS INFRINGES,
MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF
ANY THIRD PARTY.

10. LIMITATION OF LIABILITY.

10.1 EXCLUSION OF DAMAGES . IN NO EVENT WILL IKHOR OR ANY OF ITS LICENSORS,
SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS
OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a)
LOSS OF USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT,
INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES, OTHER THAN FOR THE
ISSUANCE OF ANY APPLICABLE SERVICE CREDITS; (c) LOSS, DAMAGE, CORRUPTION, OR
RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT
GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES,
REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES
OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL
PURPOSE.

10.2 CAP ON MONETARY LIABILITY . IN NO EVENT WILL THE AGGREGATE LIABILITY OF
A PARTY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING UNDER OR
RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR
ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE
TO IKHOR UNDER THESE TERMS IN THE 12 MONTHS PERIOD PRECEDING THE EVENT GIVING RISE
TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS
ESSENTIAL PURPOSE.

10.3 Exceptions . The exclusions and limitations in Sections 10.1 and 10.2 do not apply to Customer’s breach of
Sections 5 (Intellectual Property Rights and Ownership) and 6 (Confidentiality) under these Terms.

10.4 In respect of liability, unless agreed upon in the MSA or Order Form, Customer Group Members
shall be jointly and severally liable under these Terms.

11. GENERAL.

11.1 Entire Agreement and Conflicts . These Terms and any other document, exhibits and schedules
referenced herein and attached hereto, including the Order Form and the MSA, as applicable constitute the complete
and exclusive agreement between the Parties, concerning its subject matter and supersedes all prior or
contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms In
case of any conflict between these Terms and an Order Form or MSA and any schedule or exhibit thereto, the terms
set out under these Terms will prevail to the extent of such inconsistency, unless the conflicting document expressly
states the section in these Terms that is overridden by the noted section in the conflicting document. Terms of an
Order Form shall similarly prevail over the MSA to the extent noted sections of the MSA over which the Order
Form prevails is clearly set out.

11.2 Governing Law and Dispute Resolution .

(a) Any dispute or claim by Customer arising out of or related to these Terms shall be
governed by the laws of the State of California, exclusive of its choice of law rules. The Convention on
Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that
the language of a contract shall be construed against the drafter will not apply to these Terms. This
paragraph will be interpreted as broadly as applicable law permits.

(b) Except for IKHOR’s ability to seek an injunction against Customer in any court to
prevent any imminent harm against IKHOR or its users, any dispute, controversy, or claim arising out
of or relating to these Terms, or the breach, termination, or validity thereof, shall be settled by binding
arbitration subject to the U.S. Federal Arbitration Act ("FAA"), federal arbitration law and in
accordance with the rules of the American Arbitration Association. The sole arbitrator’s decision is
final, except for a limited review by courts under the FAA, and can be enforced like any other court
order or judgment.

(c) Individual Arbitration. The arbitration shall be conducted on an individual basis, and not
as a class, consolidated, or representative action. The arbitrator(s) shall have no authority to proceed
with arbitration on a class or representative basis. Any relief awarded by the arbitrator(s) shall be
individualized to the claimant and shall not affect any other party.

(d) No Class Action. To the fullest extent permitted by applicable law, no arbitration or claim
under these Terms shall be joined to any other arbitration or claim, including any arbitration or claim
involving any other current or former user of our Services, and no class arbitration proceedings shall be
permitted. Customer agrees to waive any right to commence or participate in any class action against
IKHOR related to any claim and, where applicable, Customer also agrees to opt out of any class
proceedings against IKHOR.

(e) Arbitrator Authority. The arbitrator shall have exclusive authority to resolve any dispute
relating to the interpretation, applicability, or enforceability of this arbitration agreement, including any
contention that all or any part of this arbitration agreement is void or voidable.

(f) Severability. If any provision of this arbitration clause is found to be unenforceable, the
unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.

(g) Execution. This arbitration and no class action clause shall be effective the earlier of
Customer’s execution of the MSA, the Order Form or upon acceptance by Customer of these Terms and
shall survive the termination or expiration of these Terms.

11.3 Waiver, Severability, Modification, Headings . The waiver by either Party of any default or breach
of these Terms will not constitute a waiver of any other or subsequent default or breach. In the event any provision
of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full
force and effect. The MSA or an Order Form, or any portion of these Terms may not be modified or amended except
in a writing signed by a duly authorized representative of each Party. The headings in these Terms are for the
convenience of reference only and have no legal effect.

11.4 Notices . Notices to a Party will be sent in English by overnight courier to the address for such
Party as identified on an Order Form or MSA, and will be deemed given upon delivery or if by email (for IKHOR,
to notice@ikhor.ai), upon transmission as followed up within 2 business days by written notice in any instance of
notice in respect of a material issue under these Terms.

11.5 Force Majeure . Neither Party will be liable by reason of any failure or delay in the performance of
its obligations under these Terms (except for the payment of money) on account of events beyond the reasonable
control of such Party (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, the non-
performing Party will be excused from further performance of any obligations affected by the Force Majeure Event but only for so long as the event continues, and such Party continues to use commercially reasonable efforts to
resume performance.

11.6 Compliance with Laws . Each Party agrees to comply with all applicable laws and regulations with
respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States.

11.7 Relationship Between the Parties . Nothing in these Terms will be construed to create a
partnership, joint venture, or agency relationship between the Parties. Neither Party will have the power to bind the
other or to incur obligations on the other’s behalf without such other Parties’ prior written consent.

11.8 Public Announcements . Neither party shall issue or release any announcement, statement, press
release, or other publicity or marketing materials relating to these Terms or, unless expressly permitted under these
Terms, otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia
of source, association, or sponsorship, in each case, without the prior written consent of the other party, which
consent shall not be unreasonably withheld, provided, however, that IKHOR may, without Customer's consent,
include Customer's name and other indicia in its lists of IKHOR's current or former customers of IKHOR in non-
mass market promotional and marketing materials.

11.9 Assignment . Neither Party may assign or transfer these Terms or any MSA or Order Form, in
whole or in part, without the other Party’s prior written consent, except that either Party may assign these Terms,
MSA or Order Form in connection with a merger, acquisition, or transfer of all or substantially all such Parties’
assets or voting securities with written notice to the other Party. Any attempted assignment or transfer in violation of
this Section will be null and void. Subject to the foregoing restrictions, these Terms, MSA or Order will inure to the
benefit of the Parties’ successors and permitted assigns.

11.10 Non-Exclusive Remedies . Except as expressly set forth in Section 9.5 (Sole Remedy), the exercise
by either Party of any remedy under these Terms will be without prejudice to its other remedies under these Terms
or otherwise.

11.11 Equitable Relief . Each Party acknowledges that a breach by the other Party of any confidentiality
or proprietary rights provision of these Terms may cause the non-breaching Party irreparable damage, for which the
award of damages would not be adequate compensation. Consequently, the non-breaching Party may institute an
action to enjoin the breaching Party from any acts or omissions in violation of those provisions, which remedy will
be cumulative and not exclusive, and a Party may seek the entry of an injunction enjoining any breach or threatened
breach of those provisions, in addition to any other relief to which the non-breaching Party may be entitled at law or
in equity.

11.12 Interpretation . For purposes of these Terms, MSA and Order Form: (a) the words "include,"
"includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not
exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to these Terms, MSA and
Order Form, in context and as appropriate, as a whole; (d) words denoting the singular have a comparable meaning
when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context
otherwise requires, references in these Terms: (x) to sections, exhibits, schedules, attachments, and appendices mean
the sections of, and exhibits, schedules, attachments, and appendices attached to, these Terms, MSA and Order Form
as appropriate in context; (y) to an agreement, instrument, or other document means such agreement, instrument, or
other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions
thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation
thereto and any regulations promulgated thereunder. The Parties intend these Terms, MSA and Order Forms to be
construed without regard to any presumption or rule requiring construction or interpretation against the party
drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices
referred to herein are an integral part of these Terms to the same extent as if they were set forth verbatim herein.

EXHIBIT A
THIRD PARTY TERMS

1. The following Third Party Terms apply in respect of the Service.

a. SDXL1.0
b. CreativeML Open RAIL-M

For the sake of convenience, the following use-based restrictions in the foregoing licenses apply to a
Customer. These terms may be revised from time to time by third party licensors and updated at the
applicable website. All defined terms are set out in the licenses.

Customer agrees not to use the Model or Derivatives of the Model:

● In any way that violates any applicable national, federal, state, local or international law or
regulation;

● For the purpose of exploiting, harming or attempting to exploit or harm minors in any way;
● To generate or disseminate verifiably false information and/or content with the purpose of
harming others;

● To generate or disseminate personal identifiable information that can be used to harm an
individual;

● To defame, disparage or otherwise harass others;

● For fully automated decision making that adversely impacts an individual’s legal rights or
otherwise creates or modifies a binding, enforceable obligation;

● For any use intended to or which has the effect of discriminating against or harming individuals or
groups based on online or offline social behavior or known or predicted personal or personality
characteristics;

● To exploit any of the vulnerabilities of a specific group of persons based on their age, social,
physical or mental characteristics, in order to materially distort the behavior of a person pertaining
to that group in a manner that causes or is likely to cause that person or another person physical or
psychological harm;

● For any use intended to or which has the effect of discriminating against individuals or groups
based on legally protected characteristics or categories;

● To provide medical advice and medical results interpretation; or

● To generate or disseminate information for the purpose to be used for administration of justice,
law enforcement, immigration or asylum processes, such as predicting an individual will commit
fraud/crime commitment (e.g. by text profiling, drawing causal relationships between assertions
made in documents, indiscriminate and arbitrarily-targeted use).